Budimex.pl

Aktueller Bericht Nr. 29 / 2010

Datum: 2. April 2010

Second notification of the intent to merge Budimex S.A. with Budimex Auto-Park Sp. z o.o.

Based on Article 504 section 1 of the Commercial Companies Code the Management Board of Budimex S.A. notifies its shareholders of the intention to merge Budimex S.A. with Budimex Auto-Park Sp. z o.o. pursuant to Article 492 section 1 paragraph 1 of the Commercial Companies Code, whereby Budimex S.A. acts as the acquiring party in relation to Budimex Auto-Park Sp. z o.o. being the acquired party, in accordance to the merger plan published in Monitor Sądowy i Gospodarczy no. 54 of March 18, 2010.
The documents specified in Article 505 section 1 paragraphs 1-3 of the Commercial Companies Code shall be available for inspection from April 2, 2010 until the planned day of passing the merger resolutions (i.e. within the time limits defined in Article 504 section S paragraph 2 of the Commercial Companies Code) at the registered offices of the companies merged:
- for the shareholders of Budimex S.A. – in Warsaw (01-040) in ul. Stawki 40, room 301, Monday – Thursday between 9:00 am and 4:00 pm, Friday between 9:00 am and 2:00 pm,
- for the partner Budimex Auto-Park Sp. z o.o. (100% shares owned by Budimex S.A.) – in Warsaw (01-040) in ul. Stawki 40, room 301, Monday – Thursday between 9:00 am and 4:00 pm, Friday between 9:00 am and 2:00 pm.
This notification is the second notification pursuant to Article 504 section 1 of the Commercial Companies Code. The first notification was published on 18 March 2010.
The Management Board of Budimex S.A. reports that the merger resolution is to be passed on 19 May 2010 at 10 am at the company’s registered office in Warsaw at ul. Stawki 40, room 514, 5th floor. The agenda of the Ordinary General Meeting of Shareholders of Budimex S.A. (“OGM”) shall be announced in the OGM notification to be delivered in accordance with the statutory period at the latest. The planned agenda shall be as follows:
1. Opening the Ordinary General Meeting.
2. Appointing the Chairperson of the Ordinary General Meeting.
3. Declaring that the Ordinary General Meeting has been correctly convened and that it has the capacity to adopt binding resolutions.
4. Appointing the Ballot Counting Committee.
5. Adopting the agenda.
6. Presenting the Report of the Management Board of Budimex S.A. on the Company’s Operations for the Year 2009 as well as the Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
7. Presenting the Report of the Management Board of Budimex S.A. on the Operations of the Budimex Group for the Year 2009 as well as the Consolidated Financial Account for the Financial Year 2009 along with the Auditor’s Opinion and the Audit Report.
8. Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Accounts for the Financial Year 2009, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
9. Passing resolutions on:
9.1. considering and approving the Report of the Management Board of Budimex S.A. on the Company’s Operations and the Financial Account of Budimex S.A. for the Financial Year 2009,
9.2. considering and approving the Report of the Management Board of Budimex S.A. on the Group’s Operations for the Year 2009 and the Consolidated Financial Account for the Financial Year 2009,
9.3. distributing the profit for 2009,
9.4. acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2009,
9.5. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2009,
9.6. the merger of Budimex S.A. as the acquiring company with Budimex Auto-Park Sp. z o.o as the acquired company under Article 492 section 1 paragraph 1 of the Commercial Companies Code,
9.7. appointing the Supervisory Board of Budimex S.A. for its seventh term,
9.8. the rules and the amount of the remuneration of the Supervisory Board members.
10. Closing of the Ordinary General Meeting.
In accordance with Article 402[2] of the Commercial Companies Code, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in conjunction with the OGM, participation in the OGM and execution of the right to vote (the final precise description of procedures and execution of the right to vote shall be included in the notification of the OGM):
1. Shareholders’ right to request that certain issues be included in the OGM agenda:
A shareholder or shareholders representing at least one twentieth of the share capital shall be entitled to request that certain issues be included in the OGM agenda (starting from the date of notification of the OGM to be delivered within the statutory period at the latest). The request shall be presented to the Management Board not later than twenty one days prior to the scheduled date of the OGM. The request shall provide reasons or a draft resolution concerning the proposed item of the agenda. The request may be made in writing at the Company’s registered office or sent electronically to the following e-mail address: .
The request shall be accompanied by documents confirming the shareholder’s right to submit such a request.
Without undue delay but not later than eighteen days prior to the scheduled date of the OGM, the Management Board shall announce changes to the agenda introduced upon the request of shareholders on the company’s website or in its current report.
2. Shareholders’ right to propose draft resolutions concerning issues included or to be included in the agenda prior to the OGM:
A shareholder or shareholders representing at least one twentieth of the share capital may submit to the company draft resolutions concerning issues included or to be included in the OGM agenda in writing in the Company’s registered office or through electronic means of communication (e-mail address: ) prior to the OGM (starting from the date of notification of the OGM to be delivered within the statutory period at the latest). Without delay, the company shall publish such a draft resolutions on its website.Draft resolutions shall be accompanied by documents confirming the right of a shareholder or shareholders to propose such draft resolutions.
3. Shareholders’ right to propose draft resolutions concerning issues included in the agenda during the OGM:
During the OGM each and every shareholder shall be entitled to propose draft resolutions concerning issues included in the agenda.
4. Exercising the right to vote through a proxy, including, in particular, voting forms to be used by a proxy, and notification of the appointment of a proxy to the company using electronic communication:
A shareholder shall be entitled to participate in the OGM and to exercise his/her right to vote in person or through a proxy.

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