Aktuální report č. 37 / 2010

Draft resolutions for the OGM of Budimex S.A. convened on May 19, 2010

With regard to report no. 35/2010 of April 22, 2010 on the invitation to OGM of Budimex S.A., the Management Board of Budimex S.A. informs on draft resolutions for the Ordinary General Meeting of Shareholders of Budimex S.A. convened on May 19,2010.
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of May 19, 2010
on: appointing the Chairperson for the Ordinary General Meeting.
The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:
§ 1.
The Ordinary General Meeting of Shareholders appoints ………………….. to act as the Chairman of the Ordinary Meeting of Shareholders.
§ 2.
The resolution becomes effective as of the adopted date.
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of May 19, 2010
on: appointing the Ballot Counting Committee.
The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:
§ 1.
The Ordinary General Meeting of Shareholders appoints the following persons as members of the Ballot Counting Committee:
1.………………….
2.………………….
3.………………….
§ 2.
The resolution becomes effective as of the adopted date.
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of May 19, 2010
on: adoption of the agenda.
The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:
§ 1.
The Ordinary General Meeting of Shareholders adopts the following agenda:
1.Opening the Ordinary General Meeting.
2.Appointing the Chairperson of the Ordinary General Meeting.
3.Declaring that the Ordinary General Meeting has been correctly convened and that it has the capacity to adopt binding resolutions.
4.Appointing the Ballot Counting Committee.
5.Adopting the agenda.
6.Presenting the Report of the Management Board of Budimex S.A. on the Company’s Operations for the Year 2009 as well as the Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
7.Presenting the Report of the Management Board of Budimex S.A. on the Operations of the Budimex Group for the Year 2009 as well as the Consolidated Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
8.Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Accounts for the Financial Year 2009, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
9.Passing resolutions on:
9.1.considering and approving the Report of the Management Board of Budimex S.A. on the Company’s Operations and the Financial Statement of Budimex S.A. for the Financial Year 2009,
9.2.considering and approving the Report of the Management Board of Budimex SA on the Group’s Operations for the Year 2009 and the Consolidated Financial Report for the Financial Year 2009,
9.3.distributing the profit for 2009,
9.4.acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2009,
9.5.acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2009,
9.6.the merger of Budimex S.A. as the acquiring company with Budimex Auto-Park Sp. z o.o as the acquired company under Article 492 section 1 paragraph 1 of the Commercial Companies Code,
9.7.appointing the Supervisory Board of Budimex S.A. for its seventh term,
9.8.the rules and the amount of the remuneration of the Supervisory Board members.
10.Closing of the Ordinary General Meeting.
§ 2.
The resolution becomes effective as of the adopted date.
Resolution No.151
of the Ordinary General Meeting of Shareholders in Budimex S.A.
of May 19, 2010
on: considering and approving the Financial Statement of Budimex S.A. for the Financial Year 2009 and the Report of the Management Board of Budimex S.A. on the Company’s Operations for the year 2009.
In accordance with Article 395 section 2.1 in conjunction with Article 393 Article 1 of the Commercial Companies Code and Article 53 section 1 of the act of 29 September 1994 on accounting (i.e. Journal of Laws of 2009, No. 152, item 1223 as amended) The Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
§ 1
Upon prior examination the Financial Statement of Budimex S.A. for the Financial Year 2009 and the Report of the Management Board of Budimex S.A. on the Company’s Operations is approved. The Financial Statement includes:
1.introduction to the financial statement,
2.balance sheet as at December 31, 2009, presenting total assets and liabilities equalling PLN 2,873,214 thousand (two billion eight hundred and seventy three million two hundred and fourteen thousand zloty),
3.profit and loss account for the period between January 1, 2009 and December 31, 2009, showing a net profit amounting to PLN 138,030 thousand zloty (one hundred and thirty eight million and thirty thousand zloty),
4.statement of changes in equity for the period between January 1, 2009 and December 31, 2009, showing a decrease in equity of PLN 10,640 thousand zloty (ten million six hundred and forty thousand zloty),
5.cash flow statement for the period between January 1, 2009 and December 31, 2009, showing an increase in cash of 342,533 thousand zloty (three hundred and forty two million five hundred and thirty three thousand zloty),
6.notes and explanations.
The Financial Statement of Budimex S.A. for the financial year 2009 has been audited by an independent certified auditor and received a positive opinion of the Company's Supervisory Board.
§ 2
The resolution becomes effective as of the adopted date.
Annexes:
Annex 1 - Financial Statement of Budimex S.A. for the Financial Year 2009
Annex 2 - the Report of the Management Board of Budimex S.A. for the year 2009.
Annex 3 - Auditor’s Opinion and supplementary report to the opinion on the audit of the Financial Statement of Budimex S.A. for the Financial Year 2009.                                                                                        
Resolution No.152
of the Ordinary General Meeting of Shareholders in Budimex S.A.
of May 19, 2010
on: considering and approving the Consolidated Financial Statement for the Financial Year 2009 the Report of the Management Board of Budimex SA on the Group’s Operations for the Year 2009.