Aktuální report č. 31 / 2011

Invitation to an Ordinary General Meeting of Shareholders

The Management Board of Budimex S.A. invites you to take part in an Ordinary General Meeting of Shareholders (hereinafter referred to as OGM) that will be held on 19 May 2011 at 10 am at the company’s registered office in Warsaw at ul. Stawki 40, room 514, 5th floor. The agenda shall be as follows:
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 on the Company's Operations of Budimex SA for 2010 as well as the Financial Statement for the financial year 2010 along with the Auditor's Opinion and the Audit Report.
7. Presenting the Report on the Operations of the Budimex Group for 2010 as well as the consolidated Financial Statement for the financial year 2010 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 Statements for the Financial Year 2010, 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. Adoption of resolutions on:
9.1. considering and approving the Report on the Company's Operations as well as the Financial Statement for the financial year 2010,
9.2. considering and approving the Report on the Operations of the Group for 2010 as well as the consolidated Financial Statement for the financial year 2010,
9.3. distributing the profit for 2010,
9.4. acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2010,
9.5. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2010,
9.6. approval of the new composition of the Supervisory Board in its 7th term, onto which a new Member has been co-opted on 23 March 2011 under paragraph 16 section 3 of the Articles of Association - Mr.Alejandro de la Joya Ruiz de Velasco, in relation to the renouncement of Mr.Carmelo Rodrigo Lopez.
10. Information of the Management Board on changes in "The Code of Best Practice for WSE-Listed Companies" -DSP 2010, in the Company Budimex SA, with particular emphasis on Rules from Chapter IV - Best practices applied by the shareholders, as well as on resolutions adopted by the Management Board and the Supervisory Board in this regard.
11. Adopting a resolution on observing "The Code of Best Practice for WSE-Listed Companies" in the Company Budimex SA, including changes introduced by the Resolution No 17/1249/2010 of the Exchange Council of 19 May, 2010.
12. Closing of the Ordinary General Meeting.
In accordance with Article 402[2] of the Commercial Companies Code, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in conjunction with the OGM, participation in the OGM and execution of the right to vote:
1. Shareholders’ right to request that certain issues be included in the OGM agenda:
A shareholder or shareholders who represent at least 1/20 of the share capital may demand certain issues to be included in the agenda of OGM. The request shall be presented to the Management Board not later than twenty one days prior to the scheduled date of the OGM. The request must include a justification or a draft resolution related to the proposed item of the agenda. The demand may be made in writing at the Company’s registered office or sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl
The request should be accompanied by documents confirming entitlement to its presentation, which means that a shareholder or shareholders, as referred to in the first subparagraph of this point, should show the possession of the appropriate number of shares on the date of presenting the request by attaching the deposit certificate or a certificate issued by an entity operating the stock account. In case of natural persons, a copy of a document identifying a shareholder (a copy of ID card, passport or other document allowing identifying a shareholder) should be attached. In the case of entities other than natural persons, a copy of an excerpt from a relevant register should be attached.
Without undue delay but not later than eighteen days prior to the scheduled date of the OGM, the Management Board shall announce changes to the agenda introduced upon the request of shareholders on the company’s website or in its current report.
2. Shareholders’ right to propose draft resolutions concerning issues included or to be included in the agenda prior to the OGM:
A shareholder or shareholders who represent at least 1/20 of the share capital may submit to the Company draft resolutions concerning issues included or to be included in the agenda of the OGM, which should be done in a written form at the Company’s registered office or electronically (e-mail address: walnezgromadzenie@budimex.pl ) before the date of the OGM. Without delay, the company shall publish such a draft resolutions on its website.
The drafts of resolutions should be accompanied by documents confirming entitlement of a shareholder to present these drafts, which means that a shareholder or shareholders, as referred to in the first subparagraph of this point, should show the possession of the appropriate number of shares on the date of presenting the request by attaching the deposit certificate or a certificate issued by an entity operating the stock account. In case of natural persons, a copy of a document identifying a shareholder (a copy of ID card, passport or other document allowing identifying a shareholder) should be attached. In the case of entities other than natural persons, a copy of an excerpt from a relevant register should be attached.
3. Shareholders’ right to propose draft resolutions concerning issues included in the agenda during the OGM:
During the OGM each and every shareholder shall be entitled to propose draft resolutions concerning issues included in the agenda.
4. Exercising the right to vote through a proxy, including, in particular, voting forms to be used by a proxy, and notification of the appointment of a proxy to the company using electronic communication:
A shareholder shall be entitled to participate in the OGM and to exercise his/her right to vote in person or through a proxy.