Aktuální report č. 21 / 2013

Draft resolutions for the OGM of Budimex S.A. convened for 24 April 2013

With reference to report no. 20/2012 of 26 March 2013 on the invitation to the Ordinary General Meeting of Shareholders of Budimex S.A., the Managing Board of Budimex S.A. provides the draft resolutions for the Ordinary General Meeting of Shareholders of Budimex S.A. convened for 24 April 2013.

• Draft
  Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on appointing the Chairperson for the Ordinary General Meeting.
  The Ordinary General Meeting of Shareholders of Budimex S.A. adopts the following resolution:
  § 1.
  The Ordinary General Meeting of Shareholders appoints …......………………………………….. as the Chairperson for the Ordinary General Meeting.
  § 2.
  The Resolution shall be effective as of the date of its adoption.

• Draft
  Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on electing the Ballot Counting Committee.
  The Ordinary General Meeting of Shareholders of 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 shall be effective as of the date of its adoption.

• Draft
  Resolution of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on adoption of the agenda.
  The Ordinary General Meeting of Shareholders of Budimex S.A. adopts the following resolution:
  § 1.
  The Ordinary General Meeting of Shareholders adopts the following agenda:
  1. Opening the Ordinary General Meeting of Shareholders.
  2. Appointing the Chairperson for the Ordinary General Meeting of Shareholders.
  3. Declaring that the Ordinary General Meeting has been convened correctly and that it has the capacity to adopt binding resolutions.
  4. Appointing the Ballot Counting Committee.
  5. Adopting the agenda.
  6. Presenting the Financial Statement for the financial year ending on 31 December 2012 and the Report on the Operations of Budimex S.A. for 2013 along with the Auditor's Opinion and the Audit Report.
  7. Presenting the Consolidated Financial Statement for the financial year that ended on 31 December 2012 and the Report on the Group's Operations for 2012 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 Managing Board's Reports on Operations and Financial Statements for the financial year 2012, the Managing Board’s motion as regards covering the loss from the previous years and profit distribution, and also the assessment of the Company’s situation meeting other requirements arising from “The Code of Best Practice for WSE-Listed Companies.”
  9. Adopting resolutions on:
  9.1. considering and approving the Financial Statement of Budimex S.A. for the financial year ending on 31 December 2012 and the Report on the Company's Operations for 2012,
  9.2. considering and approving the Consolidated Financial Statement for the financial year ending on 31 December 2012 and the Report on the Group's Operations for 2012,
  9.3. covering the loss from previous years,
  9.4. distributing the profit for 2012,
  9.5. acknowledging the fulfilment of duties of the Managing Board members of Budimex S.A. in 2012,
  9.6. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2012,
  9.7. choosing members of the Supervisory Board for the eighth term.
  10. Information of the Managing Board on changes in "The Code of Best Practice for WSE-Listed Companies" – DSP 2012 and on the resolutions adopted by the Managing Board and the Supervisory Board of Budimex S.A. in this respect.
  11. Adopting a resolution on observing "The Code of Best Practice for WSE-Listed Companies" in Budimex S.A. in the wording as introduced by Resolution No. 19/1307/2012 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. of 21 November 2012 – DPS 2012.
  12. Closing the Ordinary General Meeting.
  § 2.
  The Resolution shall be effective as of the date of its adoption.

• Draft
  Resolution No. 172
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on considering and approving the Financial Statement of Budimex S.A. for the financial year ending on 31 December 2012 and the Report on the Company's Operations for 2012,
  In accordance with Article 395 § 2(1) and in conjunction with Article 393(1) of the Code of Commercial Companies and Article 53(1) of the Accounting Act of 29 September 1994 (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 the Company for the financial year ending on 31 December 2013 and the Report on the Company's Operations shall be approved. The Financial Statement includes:
  1. introduction to the Financial Statement,
  2. the balance sheet as at 31 December 2012, presenting the total assets and liabilities of PLN 3,076,719,000 (three billion seventy-six million seven hundred and nineteen thousand zloty),
  3. the profit and loss account for the period between 1 January 2012 and 31 December 2012, showing a net profit of PLN 112,249,000 (one hundred and twelve million two hundred and forty-nine thousand zloty),
  4. the statement of changes in equity for the period from 1 January 2012 to 31 December 2012, showing a decrease in equity of PLN 164,555,000 (one hundred and sixty-four million five hundred and fifty-five thousand zloty),
  5. the cash flow statement for the period between 1 January 2012 and 31 December 2012, showing a decrease in cash of PLN 528,581,000 (five hundred and twenty-eight million five hundred and eighty-one thousand zloty),
  6. additional information.
  The Financial Statement of Budimex S.A. for the financial year ending on 31 December 2012 has been audited by an independent certified auditor and received a positive opinion from the Company's Supervisory Board.
  § 2.
  The Resolution shall be effective as of the date of its adoption.
  Annexes – 3 items:
  Annex 1 – Financial Statement of Budimex S.A. for the financial year ending on 31 December 2012.
  Annex 2 – Report on the Company's Operations for 2012.
  Annex 3 – Auditor’s Opinion and Audit Report for the Financial Statement
  for the financial year ending on 31 December 2012.

• Draft
  Resolution No. 173
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on considering and approving the Consolidated Financial Statement for the financial year ending on 31 December 2012 and the Report on the Group's Operations for 2012.

In accordance with Article 395 § 5 in conjunction with Article 393(1) of the Code of Commercial Companies and Article 63c(4) of the Accounting Act of 29 September 1994 (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 Consolidated Financial Statement for the financial year ending on 31 December 2012 and the Report on the Group's Operations for 2012 shall be approved. The Consolidated Financial Statements include:
1. the Consolidated Statement on financial standing as at 31 December 2012, showing the total balance of assets and liabilities of PLN 3,448,211,000 (three billion four hundred and forty-eight million two hundred and eleven thousand zloty),
2. the consolidated profit and loss account for the period between 1 January 2012 and 31 December 2012, showing a net profit of PLN 185,982,000 (one hundred and eighty-five million nine hundred and eighty-two thousand zloty),
3. the consolidated statement of comprehensive income for the period between 1 January 2012 and 31 December 2012, showing a comprehensive income of PLN 185,943,000 (one hundred and eighty-five million nine-hundred and forty-three thousand zloty),
4. the consolidated statement of changes in equity for the period between 1 January 2012 and 31 December 2012, showing a decrease in equity of PLN 92,700,000 (ninety-two million seven hundred thousand zloty),
5. the consolidated cash flow statement for the period between 1 January 2012 and 31 December 2012, showing a decrease in cash of PLN 433,825,000 (four hundred and thirty-three million eight hundred and twenty-five thousand zloty),
6. additional information.
The Consolidated Financial Statement of Budimex S.A. has been audited by an independent certified auditor and received a positive opinion of the Company's Supervisory Board.
§ 2.
The Resolution shall be effective as of the date of its adoption.
Annexes – 3 items:
Annex 1 – Consolidated Financial Statement for the year that ended on 31 December 2012.
Annex 2 – Report on the Group's Operations for 2012.
Annex 3 – Auditor’s Opinion and Audit Report for the Consolidated Financial Statement for the year that ended on 31 December 2012.

• Draft
  Resolution No. 174
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on covering the loss from the previous years.
  In accordance with Article 395 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted as follows:
  § 1.
  The net loss from the previous years of PLN 147,636,000 (one hundred and forty-seven million six hundred and thirty-six thousand zloty) shown in the Financial Statement shall be covered fully from the part of the Company's supplementary capital that comes from the surplus achieved during the issuance of shares above their nominal value (agio).
  § 2.
  The Resolution shall be effective as of the date of its adoption.

• Draft
  Resolution No. 175
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on distributing the profit for 2012.
  In accordance with Article 395 § 2(2) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
  § 1.
  Since the loss from the previous years is to be fully covered based on Resolution No. 174 of the Ordinary General Meeting of Shareholders of Budimex S.A. of 24 April 2013, the net profit for the period from 1 January 2012 to 31 December 2012 of PLN 112,077,130.22 (in words: one hundred and twelve million seventy-seven thousand one hundred and thirty zloty twenty-two grosz) is to be allocated for payment of a gross dividend of PLN 4.39 (in words: four zloty thirty-nine grosz) per share. The remaining part of the profit of PLN 172,336.16 (in words: one hundred and seventy-two thousand three hundred and thirty-six zloty sixteen grosz) is to be allocated for the supplementary capital.
  § 2.
  1. The list of shareholders entitled to the dividend for the year 2012 shall be determined on 15 May 2012 (the dividend record date).
  2. 22 May 2013 shall be the dividend payment date.
  § 3.
  The Resolution shall be effective as of the date of its adoption.

• Draft
  Resolution No. 176
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on acknowledging the fulfilment of duties of the Managing Board members of Budimex S.A. in 2012.
  In accordance with Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
  § 1.
  Due to the positive assessment of the Company's activity in 2012, upon a motion of the Supervisory Board, the fulfilment of duties of the following Managing Board members of Budimex S.A. has been acknowledged:
  I. For the period between 1 January 2012 and 8 May 2012 (resignation date):
  1. Joanna Katarzyna Makowiecka.
  II. For the period between January 1, 2012 and December 31, 2012:
  2. Dariusz Jacek Blocher,
  3. Ignacio Botella Rodriguez,
  4. Jacek Daniewski,
  5. Henryk Urbański,
  6. Marcin Węgłowski.
  III. For the period from 25 May 2012 (appointment date) to 31 December 2012:
  7. Andrzej Artur Czynczyk.
  § 2.
  The Resolution shall be effective as of the date of its adoption.  

• Draft
  Resolution No. 177
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2012,
  In accordance with Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
  § 1.
  The fulfilment of duties of the following Supervisory Board members of Budimex S.A. for the period between 1 January 2012 and 31 December 2012 has been acknowledged:
  1. Marzenna Anna Weresa,  
  2. Igor Adam Chalupec, 
  3. Alejandro de la Joya Ruiz de Velasco, 
  4. Javier Galindo Hernandez,  
  5. Jose Carlos Garrido Lestache Rodriguez, 
  6. Piotr Kamiński,  
  7. Marek Michałowski,  
  8. Tomasz Paweł Sielicki,
  9. Maciej Stańczuk.  
  § 2.
  The Resolution shall be effective as of the date of its adoption.

• Draft
  Resolution No. 178
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on appointing the Supervisory Board of Budimex S.A. for the eighth term.
  In accordance with Article 385 § 1 of the Code of Commercial Companies and § 13(g) of the Budimex S.A.'s Articles of Association, in connection with the expiry of the mandates of Budimex S.A.'s Supervisory Board Members, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted as follows:
  § 1.
  The following persons shall be appointed Supervisory Board Members for a joint three-year term:
  1. ........................................,
  2. ........................................,
  3. ........................................,

4. ………………………...,
5. ………………………...,
6. ………………………...,
7. ………………………...,
8. ………………………...,
9. ………………………...
§ 2.
The resolution shall be effective as of the day of its adoption.   

• Draft
  Resolution No. 179
  of the Ordinary General Meeting of Shareholders of Budimex S.A.
  of 24 April 2013
  on observing "The Code of Best Practice for WSE-Listed Companies"
  in Budimex S.A. in the wording as introduced by Resolution No. 19/1307/2012 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. of 21 November 2012, hereinafter DPS 2012.
  In accordance with Article 395 § 5 of the Code of Commercial Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted as follows:
  § 1.
  The corporate governance rules contained in "The Code of Best Practice for WSE-Listed Companies," including the changes introduced by Resolution No. 19/1307/2012 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. of 21 November 2012 (DPS 2012), shall be applied in the Company, except for the obligation to enable the shareholders to participate in the General Meeting through electronic means of communication, which involves: (i) exercising the right to vote in person or through a proxy during the General Meeting from a place other than the venue of the General Meeting, (ii) two-way real-time communication whereby shareholders may speak at the meeting while being in a place other than the venue of the meeting.
  § 2.
  The Rules of DPS 2012 are enclosed as an annex to this Resolution.
  § 3.
  The Resolution shall be effective as of the date of its adoption.