Aktuální report č. 16 / 2015

Announcement of convening the Odinary General Meeting of Budimex SA

The Management Board of Budimex SA hereby convenes the Ordinary General Meeting (hereinafter abbreviated as the OGM) on 28 April 2015 at 9.00 am at the Company’s registered office in Warsaw, at ul. Stawki 40, room 514, 5th floor. Agenda:

1. Opening of the OGM.
2. Election of the Chairman of the OGM.
3. Confirming that the OGM was duly convened and is capable of adopting resolutions.
4. Election of the Returning Committee.
5. Adoption of the agenda.
6. Presentation and review of the Report on the Activities of the Company in 2014 and the financial statements of Budimex SA for the year ending 31 December 2014 together with the certified auditor’s opinion and the audit report.
7. Presentation and review of the Report on the Activities of the Budimex Group in 2014 and the consolidated financial statements for the year ending 31 December 2014 together with the certified auditor’s opinion and the audit report.
8. Presentation of the report of the Supervisory Board of Budimex SA, including the results of the assessment of the Management Board’s reports on the activities and financial statements for the reporting year 2014, the Management Board’s proposal of the coverage of the accumulated previous years’ loss and the distribution of profit, as well as the assessment of the Company’s situation and fulfilling other requirements arising from the “Best Practices of WSE Listed Companies”.
9. Adoption of resolutions regarding:
   1. review and approval of the financial statements of Budimex SA for the year ending 31 December 2014 and the Report on the Activities of the Company in 2014;
   2. review and approval of the consolidated financial statements for the year ending 31 December 2014 and the Report on the Activities of the Budimex Group in 2014;
   3. coverage of the accumulated previous years loss;
   4. the distribution of profit for 2014;
   5. giving the vote of approval in relation to the performance of duties by the Members of the Management Board of Budimex SA in 2014;
   6. giving the vote of approval in relation to the performance of duties by the Members of the Supervisory Board of Budimex SA in 2014;
   7. amendment to § 9 of the Company Articles of Association due to the conversion of A series ordinary registered shares and the adoption of the consolidated text of the Articles of Association,
   8. determination of the principles and the amount of remuneration for the Members of the Supervisory Board of Budimex SA.
10. Closure of the Meeting.

Acting pursuant to Article 402 [2] of the Code of Commercial Companies, the Management Board of Budimex SA hereby notifies Shareholders of the procedures to be applied in respect of the OGM as regards participating in the OGM and exercising voting rights:

1. The Shareholder’s right to demand putting particular items on the agenda of the OGM:

A Shareholder or Shareholders representing at least one twentieth of the Company’s share capital are entitled to request particular items to be put on the agenda of the OGM. The request should be submitted to the Management Board of the Company not later than twenty one days before the appointed date of the OGM. The request should contain a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing at the Company registered seat or in electronic form to the e-mail address: walnezgromadzenie@budimex.pl

The request should be accompanied by the documents confirming one’s right to its submission. It means that a Shareholder or Shareholders referred to in the first subparagraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching the registered deposit certificate or a certificate issued by the entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a Shareholder’s identity document (a personal ID card, passport or another document allowing to identify a Shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of the entry to the relevant register.

The Management Board is obliged to announce the changes introduced to the agenda upon the Shareholders’ request immediately, but not later than eighteen days before the appointed date of the OGM. 

2. Shareholder’s right to submit draft resolutions concerning the issues put on the agenda of the OGM or issues that are to be put on the agenda before the date of the OGM:

Before the date of the OGM, a Shareholder or Shareholders representing at least one twentieth of the Company’s share capital are entitled to submit to the Company’s registered office in writing or by means of electronic communication (the aforesaid e-mail address walnezgromadzenie@budimex.pl) draft resolutions concerning the issues put on the agenda or issues that are to be put on the agenda of the OGM. The Company shall immediately publish the draft resolutions on its website. 

The draft resolutions should be accompanied by the documents confirming a Shareholder or Shareholders’ right to its submission. It means that a Shareholder or Shareholders referred to in the first subparagraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching the registered deposit certificate or a certificate issued by the entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a Shareholder’s identity document (a personal ID card, passport or another document allowing to identify a Shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of the entry to the relevant register.

3. The Shareholder’s right to submit draft resolutions concerning the issues put on the agenda during the OGM:

During the OGM, each Shareholder is entitled to submit draft resolutions concerning the issues put on the agenda. 

4. The method of exercising voting rights by a proxy, especially the forms used during voting by a proxy and the method of notifying the Company of the appointment of a proxy by means of electronic communication,

Any shareholder may participate in the OGM and vote in person or by a proxy. 

A Shareholder cannot, neither personally nor by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises, including the vote of approval in relation to the performance of duties by the Members of the Management Board, the relief from obligation towards the Company or a dispute between such Shareholder and the Company. However, such Shareholder may vote on issues concerning him/her as a proxy of another shareholder.

A proxy exercises all rights of the Shareholder at the OGM, unless the content of the power of attorney provides otherwise. 

A proxy may grant further power of attorney if it results from the content of the power of attorney. 

A proxy may represent more than one Shareholder and vote separately with shares of each of them. 

The Shareholder holding shares recorded on the collective account may appoint separate proxies for exercising the rights in shares recorded on such account.

 The Shareholder holding shares recorded on more than one securities account may appoint separate proxies for exercising the rights
in shares recorded on each of the accounts. 

A proxy for participation in the OGM and execution of the right to vote must be granted in writing or in electronic form by sending a power of attorney to the e-mail address walnezgromadzenie@budimex.pl Granting a power of attorney
in electronic form does not require any secure electronic signature verifiable through a qualified certificate. 

A power of attorney in electronic form should be formulated in a separate document signed by a Shareholder or a person authorised to represent a Shareholder, sent as an appendix in PDF format to the e-mail address walnezgromadzenie@budimex.pl A power of attorney in electronic form must be accompanied by the documents confirming the right of a given Shareholder to participate in the OGM, as well as appropriate documents (a valid copy of the entry to the relevant register, chain of powers of attorney) confirming the right of the person signing a power of attorney to represent a Shareholder.

Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex SA shall take appropriate measures to identify a Shareholder and a proxy in order to verify the validity of the power of attorney granted in electronic form. As a consequence, before sending a power of attorney in electronic form to the address given above shareholders of Budimex SA should take measures according to item 13 below,
and a power of attorney sent in electronic form must be delivered to the above e-mail address by 27 April 2015, 1 pm at the latest (i.e. be in the inbox of Budimex SA).

Representatives of Shareholders other than natural persons should present valid copies of entries to the relevant registers listing the persons authorised to represent such entities. Persons not listed in the aforesaid copy should hold a proper power of attorney signed by persons authorised to represent a given entity.

The forms referred to in Article 402 [2] par. 2 (d) of the Code of Commercial Companies are available at the Company website in the tab of Budimex SA as from the date of convening the OGM. Budimex SA is not obliged to control whether proxies exercise voting rights in accordance with the instructions received from their principals – Shareholders, including instructions contained in the said forms. 

5. Pursuant to 402[2] par. 2 items (e) – (g) of the Code of Commercial Companies, in conjunction with Article 406[5] § 1 and Article 411[1] § 1 of the Code of Commercial Companies, the Management Board of Budimex SA informs that (i) the Articles of Association of Budimex SA does not allow participation in the OGM with the use of electronic communication means and (ii) the rules of the OGM of Budimex SA do not provide for the possibility to vote at the OGM by mail, so as a result it will not be possible to: (i) participate in the OGM with the use of electronic communication means (ii) take the floor during the OGM using electronic communication means, (iii) exercise the voting right by mail or with the use of electronic communication means.
6. Voting on resolutions adopted at the OGM shall proceed with the use of wireless remote controllers. Persons authorised to participate in the OGM are requested to register and collect wireless remote controllers for voting just before the meeting hall one hour before the start of a debate.
7. 12 April 2015 is the date of registration of participation in the AGM (“Registration Day”). Only the parties that are the Company’s Shareholders on the Registration Date are entitled to participate in the OGM (Article 406 [1] par. 1 of the Code of Commercial Companies), 
8. Persons holding the rights in dematerialised bearer shares of Budimex SA shall submit to the entity keeping a securities account a request to issue a registered certificate of the right to participate in the OGM, not earlier than after the announcement of convening the OGM and not later than on the first working day after the Registration Date. The certificate should indicate, according to the Shareholder’s will, all shares registered on his/her securities account in whole or in part.

The certificate referred to above shall contain:

1. company (name), registered office, address and stamp of the issuer and certificate number,
2. number of shares,
3. type and code of shares,
4. company (name), registered office and address of the Company Budimex SA,
5. par value of shares,
6. full name or company (name) of the person eligible based on shares,
7. registered office (place of residence) and address of the person eligible based on shares,
8. purpose of issuing a certificate,
9. date and place of issue,
10. signature of the person authorised to issue a certificate.

The persons eligible based on registered shares, pledgees and users with voting rights have the right to participate in the OGM if they are entered to the shareholding book on the Registration Date.

9. The list of persons entitled to participate in the OGM shall be made available for review for three working days before the OGM at the Company’s registered office. A Shareholder may request that a list of Shareholders be sent to him/her free of charge by e-mail, providing the address to which such a list should be sent. Shareholders are advised to collect the issued certificate of the right to participate in the OGM and to check whether a given Shareholder was put on the list of Shareholders entitled to participate in the OGM.
10. A full text of the documentation to be presented to the OGM and draft resolutions shall be available for Shareholders from the date of announcement of convening the OGM at the registered office of Budimex SA in Warsaw, at ul. Stawki 40, room 301, from Monday to Thursday from 9.00 am to 4.00 pm, on Friday from 9.00 am to 2.00 pm, as well as on the Company’s website (www.budimex.pl).
11. The address of the website where information concerning the OGM is published: www.budimex.pl
12. The OGM debate shall be transmitted online at the special address given on the website of Budimex SA (www.budimex.pl).
13. In all above-mentioned cases, before a Shareholder uses the e-mail address walnezgromadzenie@budimex.plfor the purpose of the OGM, a Shareholder shall deliver to the Company’s registered office at Warsaw, ul. Stawki 40, a certificate bearing his/her own hand signature or a signature of the person authorised to represent a Shareholder, providing the e-mail address from which messages will be sent to the Company’s e-mail address given above. A Shareholder must deliver documents confirming that he/she is actually a shareholder of the Company, as well as appropriate documents (valid copy of the entry to the relevant register) confirming the right of the person signing a certificate to represent a Shareholder. In case of an infringement of the obligation referred to in this item 13, messages and declarations sent to the e-mail address of Budimex SA indicated above shall not be taken into consideration. Documents sent to the aforesaid e-mail address shall be sent in PDF format, in the Polish language or with a sworn translation to the Polish language. A risk of using the aforesaid electronic form of communication shall be borne by a Shareholder.