Shareholdership structure as on 20.05.2021
The Management Board of Budimex SA hereby convenes the Annual General Meeting of Shareholders (hereinafter abbreviated as the AGM) on 26 April 2016 at 09.00 a.m. at the Company’s registered office in Warsaw, at ul. Stawki 40, room 514, 5th floor. The agenda of the meeting shall be as follows:
9.1 review and approval of the financial statements of Budimex SA for the year ended 31 December 2015 and the directors’ report on activities of the Company in 2015;
9.2 review and approval of the consolidated financial statements for the year ended 31 December 2015 and the directors’ report on activities of the Budimex Group in 2015;
9.3 distribution of profit for 2015;
9.4 grant of discharge to Members of the Management Board of Budimex SA for performance of their duties in 2015;
9.5 grant of discharge to Members of the Supervisory Board of Budimex SA for performance of their duties in 2015;
9.6 appointment of the Supervisory Board for the ninth term of office.
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 AGM as regards participating in the AGM and exercising voting rights:
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 AGM. The request should be submitted to the Management Board of the Company not later than twenty one days before the appointed date of the AGM. 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’s registered office 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. This 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 AGM.
Before the date of the AGM, 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 AGM. 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 their submission. This 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.
During the AGM, each shareholder is entitled to submit draft resolutions concerning the issues put on the agenda.
Any shareholder may participate in the AGM and vote in person or by a proxy.
A shareholder cannot, either personally or by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises, including grant of discharge, relief from obligation towards the Company or a dispute between such shareholder and the Company. The shareholder may vote on issues concerning him/her, referred to in the previous sentence, as a proxy.
A proxy exercises all rights of the shareholder at the AGM, 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 AGM 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 AGM, as well as appropriate documents (ID card, passport, 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 25 April 2016, 1 p.m. 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 GM as from the date of convening the AGM. 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.
The certificate referred to above shall contain:
a) company (name), registered office, address and stamp of the issuer and certificate number,
b) number of shares,
c) type and code of shares,
d) company (name), registered office and address of the Company of Budimex SA,
e) par value of shares,
f) full name or company (name) of the person eligible based on shares,
g) registered office (place of residence) and address of the person eligible based on shares,
h) purpose of issuing a certificate,
i) date and place of issue,
j) 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 AGM if they are entered in the shareholding book on the Registration Date.
walnezgromadzenie@budimex.pl
for the purpose of the AGM, 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.
The risk of using the aforesaid electronic form of communication shall be borne by the shareholder.