Akcionářská struktura k 20.05.2021
With reference to the report No 16/2015 of 17 March 2015 on convening the Ordinary General Meeting of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Ordinary General Meeting convened on 28 April 2015.
draft
Resolution of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the election of the Chairman of the Ordinary General Meeting.
The Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The Ordinary General Meeting hereby elects Mr/Ms ………………………………….. to be the Chairman of the Ordinary General Meeting.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the appointment of a Returning Committee.
The Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The Ordinary General Meeting hereby appoints a Returning Committee in the following composition:
Mr/Ms ………………………,
Mr/Ms ………………………,
Mr/Ms ……………………….
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the adoption of the agenda.
The Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The Ordinary General Meeting hereby adopts the following agenda:
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 223
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the 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;
Pursuant to Article 395 § 2(1), in conjunction with Article 393(1) of the Commercial Companies Code and Article 53(1) of the Accounting Act of 29 September 1994 (Journal of Laws of 2013, item 330, as amended), the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
After prior consideration, the Company’s financial statements for the year ending 31 December 2014 and the Report on the Activities of the Company in 2014 are hereby approved. The financial statements comprise:
The financial statements of Budimex SA for the year ending 31 December 2014 were audited by an independent registered auditor with a positive opinion of the Supervisory Board of the Company.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
Appendices – 3:
Appendix No 1 – The financial statements for the year ending 31 December 2014.
Appendix No 2 – Report on the Activities of the Company in 2014
Appendix No 3 – The opinion of the independent registered auditor and the report of the examination of the financial statements of the Company Budimex SA for the year ending 31 December 2014.
draft
Resolution No 224
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the 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.
Pursuant to Article 395 § 5, in conjunction with Article 393(1) of the Commercial Companies Code and Article 63c(4) of the Accounting Act of 29 September 1994 (Journal of Laws of 2013, item 330, as amended), the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
After prior consideration, the Company’s consolidated financial statements for the year ending 31 December 2014 and the Report on the Activities of the Budimex Group in 2014 are hereby approved. The consolidated financial statements comprise:
The consolidated financial statements were audited by an independent registered auditor with a positive opinion of the Supervisory Board of Budimex SA.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
Three Appendices:
Appendix No 1 – The consolidated financial statements for the year ending 31 December 2014.
Appendix No 2 – Report on the Activities of the Budimex Group in 2014
Appendix No 3 – The opinion of the independent registered auditor and the report of the examination of the consolidated financial statements of the Budimex Group for the year ending 31 December 2014.
draft
Resolution No 225
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the coverage of the accumulated previous years loss;
Pursuant to Article 395 of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The accumulated previous years’ loss of PLN 5,808 thousand (five million eight hundred eight thousand zloty) shown in the financial statements shall be covered in total from a part of the supplementary capital of the Company (shown in the Company’s financial statements as other reserve capital).
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 226
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the distribution of profit for 2014
Pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The net profit for the period from 1 January 2014 to 31 December 2014 in the amount of PLN 155,988,898.78 (say: one hundred fifty five million nine hundred eighty eight thousand eight hundred ninety eight and 78/100 PLN) shall be allocated to dividend payment in the amount of PLN 6.11 (say: six and 11/100 PLN) gross, per one share. The remaining part of the profit, in the amount of PLN 79,743.33 (say: seventy nine thousand seven hundred forty three and 33/100 PLN) shall be assigned to supplementary capital.
§ 2.
§ 3.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 227
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the President of the Management Board of Budimex SA – Mr Dariusz Jacek Blocher in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the President of the Management Board of Budimex SA – Mr Dariusz Jacek Blocher, for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 228
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Vice-President of the Management Board of Budimex SA – Mr Ignacio Botella Rodriguez in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Vice-President of the Management Board of Budimex SA – Mr Ignacio Botella Rodriguez
for the period from 1 January 2014 to 24 April 2014 (the resignation date).
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 229
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Vice-President of the Management Board of Budimex SA – Mr Fernando Luis Pascual Larragoiti in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Vice-President of the Management Board of Budimex SA – Mr Fernando Luis Pascual Larragoiti for the period from 24 April 2014 (the date of appointment as a Member of the Management Board) to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 230
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Andrzej Artur Czynczyk in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Andrzej Artur Czynczyk for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 231
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Jacek Daniewski in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Jacek Daniewski
in the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 232
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Henryk Urbański in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Henryk Urbański
in the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 233
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Marcin Węgłowski in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
Following the positive assessment of the Company’s activities in 2014, upon the motion of the Supervisory Board, the vote of approval shall be given in relation to the performance of duties by the Member of the Management Board of Budimex SA – Mr Marcin Węgłowski
in the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 234
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Ms Marzena Anna Weresa – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Ms Marzena Anna Weresa – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 235
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Marek Michałowski – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Marek Michałowski – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 236
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Alejandro de la Joya Ruiz de Velasco – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Alejandro de la Joya Ruiz de Velasco – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 237
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Javier Galindo Hernandez – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Javier Galindo Hernandez – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 238
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Jose Carlos Garrido Lestache Rodriguez – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Jose Carlos Garrido Lestache Rodriguez – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 239
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Piotr Kamiński – the Member of the Supervisory Board
Of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Piotr Kamiński – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 240
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Igor Chalupec – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Igor Chalupec – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 241
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Tomasz Sielicki – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Tomasz Sielicki – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 7 January 2014 (the resignation date).
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 242
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Janusz Dedo – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Janusz Dedo – the Member of the Supervisory Board of Budimex SA for the period from 29 January 2014 (the date of appointment as a Member of the Supervisory Board) to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 243
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Maciej Stańczuk – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Maciej Stańczuk – the Member of the Supervisory Board of Budimex SA for the period from 1 January 2014 to 7 February 2014 (the resignation date).
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 244
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: giving the vote of approval in relation to the performance of duties by Mr Ignacio Clopes Estela – the Member of the Supervisory Board of Budimex SA in 2014.
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General Meeting of Budimex SA hereby resolves as follows:
§ 1.
The vote of approval shall be given in relation to the performance of duties by Mr Ignacio Clopes Estela – the Member of the Supervisory Board of Budimex SA for the period from 1 May 2014 (the date of appointment as a Member of the Supervisory Board) to 31 December 2014.
§ 2.
The resolution shall enter into effect as of the date of its adoption.
draft
Resolution No 245
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: the 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
Pursuant to Article 430 of the Commercial Companies Code and § 13(r) of the Company Articles of Association, in connection with the conversion of 120 A series ordinary registered shares to ordinary bearer shares, and then with their assimilation and introduction to stock exchange trading, which took place on 19 July 2013, it is hereby resolved as follows:
§ 1.
Article 9, par. 1, first indent of the Articles of Association of the Company Budimex SA shall be replaced by the following:
Share capital
§ 9
“1. The share capital is PLN 127,650,490 (one hundred twenty seven million six hundred fifty thousand four hundred ninety zloty) and is divided into 25,530,098 (twenty five million five hundred thirty thousand ninety eight) shares having a nominal value of PLN 5 (five zloty) per share, issued in series:
- A series (founding series) comprises 3,000,000 (three million) ordinary shares marked with numbers from 0000001 to 3000000, in the total amount of PLN 15,000,000 (fifteen million), consisting of:
2,350 (two thousand three hundred fifty) ordinary registered shares,
2,997,650 (two million nine hundred ninety seven thousand six hundred fifty) ordinary bearer shares;”
The remaining provisions of the Articles of Association of the Company Budimex SA shall remain unchanged.
§ 2.
Following the amendments to the Articles of Association introduced in § 1 of this resolution, the consolidated text of the Articles of Association is hereby adopted, incorporating the amendments included in the Appendix hereto. The Appendix shall constitute an integral part of this resolution.
§ 3.
The resolution shall enter into effect on the date of registration in the National Court Register of the amendments introduced hereunder.
The Appendix to this resolution shall constitute the consolidated text of the Articles of Association of Budimex SA.
draft
Resolution No 246
of the Ordinary General Meeting of Budimex SA
of 28 April 2015
on: determination of the principles and the amount of remuneration for the Members of the Supervisory Board
of Budimex S.A.
Pursuant to Article 392(1) of the Commercial Companies Code and § 13(i) of the Articles of Association of the Company Budimex SA, it is hereby resolved as follows:
§ 1.
Starting from 1 May 2015, for participation in the works of the Supervisory Board of Budimex SA its Members shall be entitled to a monthly remuneration according to the principles and in the amounts specified above:
§ 2.
The ratios given above shall be increased in relation to the remuneration of the Members of the Supervisory Board performing certain functions in the Committees of the Supervisory Board, respectively by:
§ 3.
The resolution shall enter into force on 1 May 2015.