Aktuální report č. 24 / 2015

Datum: 28. dubna 2015

Resolutions passed by the General Meeting of the Management Board of Budimex SA

The Management Board of Budimex SA communicates the content of resolutions passed by the General Meeting of the Management Board of Budimex SA, which took place on 28 April 2015:

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. Andrzej Leganowicz to be the Chairman of the Ordinary General Meeting.

§ 2.

The resolution shall enter into effect as of the date of its adoption.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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:

1. Ms. Bogna Kuczyńska - Piech,

2. Ms. Jadwiga Romańska - Kwinta,

3. Ms. Agnieszka Wietrzykowska

§ 2.

The resolution shall enter into effect as of the date of its adoption.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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:

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 the Company 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:

9.1. 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;

9.2. 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;

9.3. coverage of the accumulated previous years loss;

9.4. the distribution of profit for 2014;

9.5. giving the vote of approval in relation to the performance of duties by the Members of the Management Board of Budimex SA in 2014;

9.6. giving the vote of approval in relation to the performance of duties by the Members of the Supervisory Board of Budimex SA in 2014;

9.7. 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,

9.8. determination of the principles and the amount of remuneration for the Members of the Supervisory Board of Budimex SA

10. Closure of the Meeting.

§ 2.

The resolution shall enter into effect as of the date of its adoption.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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:

1. The report on the financial position of the Company prepared as at 31 December 2014 with total assets, equity and liabilities of PLN 3,314,528 thousand (three billion three hundred fourteen million five hundred twenty eight thousand zloty),

2. The profit and loss account for the period from 1 January 2014 to 31 December 2014 with the net profit of PLN 156,069 thousand (one hundred fifty six million sixty nine thousand zloty),

3. The statement of comprehensive income for the period from 1 January 2014 to 31 December 2014 with the comprehensive income of PLN 155,354 thousand (one hundred fifty five million three hundred fifty four thousand zloty),

4. The statement of changes in equity for the period from 1 January 2014 to 31 December 2014 with a decrease in equity by PLN 145,835 thousand (one hundred forty five million eight hundred thirty five thousand zloty),

5. The cash flow statement for the period from 1 January 2014 to 31 December 2014 with an increase in cash by PLN 285,577 thousand (two hundred eighty five million five hundred seventy seven thousand zloty),

6. Additional notes and explanations.

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.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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:

1. The consolidated report on the financial position of the Company prepared as at 31 December 2014 with total assets, equity and liabilities of PLN 3,858,209 thousand (three billion eight hundred fifty eight million two hundred nine thousand zloty),

2. The consolidated profit and loss account for the period from 1 January 2014 to 31 December 2014 with the net profit of PLN 193,938 thousand (one hundred ninety three million nine hundred thirty eight thousand zloty),

3. The consolidated statement of comprehensive income for the period from 1 January 2014 to 31 December 2014 with the comprehensive income of PLN 193,053 thousand (one hundred ninety three million fifty three thousand zloty),

4. The consolidated statement of changes in equity for the period from 1 January 2014 to 31 December 2014 with a decrease in equity by PLN 122,666 thousand (one hundred twenty two million six hundred sixty six thousand zloty),

5. The consolidated cash flow statement for the period from 1 January 2014 to 31 December 2014 with an increase in cash by PLN 136,824 thousand (one hundred thirty six million eight hundred twenty four thousand zloty),

6. Additional notes and explanations.

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.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

1. The list of shareholders entitled to dividend for the year 2014 is determined as at 8 May 2015 (the dividend day).

2. The dividend payment date is set for 25 May 2015.

§ 3.

The resolution shall enter into effect as of the date of its adoption.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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.

The Chairman decided that the resolution referred to above has been passed in an open ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/, votes “against” – 0 /zero/, “abstained” votes – 0 /zero/.

 

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:

1. President of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without out of profit payments, calculated using the 1,7 ratio;

2. Secretary of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without out of profit payments, calculated using the 1,2 ratio;

3. Vice-President and Members of the Supervisory Board — twice the amount of the average monthly remuneration in the enterprise sector without out of profit payments, calculated using the 1,1 ratio.

§ 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:

1. 0,4 in case of performing the function of the Chair of the Audit Committee,

2. 0,2 in case of performing the function of the Chair of the Investment Committee or the Remuneration Committee,

3. 0,1 in case of performing the function of the Member of the Committee.

§ 3.

The resolution shall enter into force on 1 May 2015.

The Chairman decided that the resolution referred to above has been passed in a secret ballot, and:

- the number of shares under which valid votes were cast – 18,520,518 /eighteen million five hundred twenty thousand five hundred and eighteen/ shares (i.e. 72.54% /seventy two point fifty four percent/ of the share capital),

- total number of valid votes – 18,520,518 / eighteen million five hundred twenty thousand five hundred and eighteen/ votes,

- votes “for” – 18.088.849 /eighteen million eighty eight thousand eight hundred and forty nine/, votes “against” – 254.023 /two hundred fifty four thousand and twenty three/, “abstained” votes – 177.646 /one hundred seventy seven thousand six hundred and forty six/.