Current report no 21 / 2016

Date: March 24, 2016

Draft resolutions of the Annual General Meeting of Shareholders of Budimex SA convened on 26 April 2016

With reference to report No 20/2016 of 24 March 2016 on convening the Annual General Meeting of Shareholders of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Annual General Meeting of Shareholders convened on 26 April this year.

draft

Resolution of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: the election of the Chairman of the Annual General Meeting of Shareholders.

The Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

The Annual General Meeting of Shareholders hereby elects Mr/Ms ………………………………….. to be the Chairman of the Annual General Meeting of Shareholders.

§ 2.

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

draft

Resolution of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: the election of the Returning Committee.

The Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

The Annual General Meeting of Shareholders hereby appoints a Returning Committee comprising:

Mr/Ms ………………………,
Mr/Ms ………………………,
Mr/Ms ……………………….

§ 2.

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

draft

Resolution

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: adoption of the agenda.

The Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1. The Annual General Meeting of Shareholders hereby adopts the following agenda:

Opening of the Annual General Meeting of Shareholders.
Election of the Chairman of the Annual General Meeting of Shareholders.
Confirming the correctness of convening the Annual General Meeting of Shareholders and its capacity to adopt resolutions.
Election of the Returning Committee.
Adoption of the agenda.
Presentation and review of the directors’ report on activities of the Company in 2015 and the financial statements of Budimex SA for the year ended 31 December 2015 together with the certified auditor’s opinion and the audit report.
Presentation and review of the directors’ report on activities of the Budimex Group in 2015 and the consolidated financial statements for the year ended 31 December 2015 together with the certified auditor’s opinion and the audit report.
Presentation of the report of the Supervisory Board of Budimex SA, including the results of the assessment of the directors’ reports on activities and financial statements for the financial year 2015, the Management Board’s proposal for the distribution of profit, as well as the assessment of the Company’s situation, fulfilling other requirements arising from the “Best Practice of GPW Listed Companies 2016”.
Adoption of resolutions regarding:

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.

Information of the Management Board on the new “Best Practice of GPW Listed Companies 2016” – DPS 2016, and resolutions in this respect adopted by the Management Board and the Supervisory Board of Budimex SA.
Adoption of the resolution on compliance with the “Best Practice of GPW Listed Companies 2016” at Budimex SA, in the wording set out in the Resolution of the Supervisory Board of the Warsaw Stock Exchange No 26/1413/2015 of 13 October 2015 – DPS 2016.
Closure of the Meeting.

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

draft

Resolution No 247

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: the 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.

Pursuant to Article 395 § 2(1), in conjunction with Article 393(1) of the Code of Commercial Companies and Article 53(1) of the Accounting Act of 29 September 1994 (consolidated text: Journal of Laws of 2013, item 330, as amended), the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon prior review, the Company’s financial statements for the year ended 31 December 2015 and the directors’ report on activities of the Company in 2015 are hereby approved. The financial statements comprise:

the statement of financial position of the Company prepared as at 31 December 2015 with total assets as well as equity and liabilities of PLN 3,941,663 thousand (three billion nine hundred forty-one million six hundred sixty-three thousand zloty),
the profit and loss account for the period from 1 January 2015 to 31 December 2015 with the net profit of PLN 208,008 thousand (two hundred and eight million eight thousand zloty),
the statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 with the comprehensive income of PLN 207,690 thousand (two hundred and seven million six hundred ninety thousand zloty),
the statement of changes in equity for the period from 1 January 2015 to 31 December 2015 showing an increase in equity of PLN 52,339 thousand (fifty-two million three hundred thirty-nine thousand zloty),
the cash flow statement for the period from 1 January 2015 to 31 December 2015 showing a net cash inflow of PLN 573,645 thousand (five hundred seventy-three million six hundred forty-five thousand zloty),
additional notes and explanations.

The financial statements of Budimex SA for the year ended 31 December 2015 were audited by an independent certified 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 ended 31 December 2015.

Appendix No 2 – Directors’ report on activities of the Company in 2015.

Appendix No 3 – The opinion of the independent certified auditor and report from the audit of the financial statements of Budimex SA for the year ended 31 December 2015.

draft

Resolution No 248

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: the 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.

Pursuant to Article 395 § 5, in conjunction with Article 393(1) of the Code of Commercial Companies and Article 63c(4) of the Accounting Act of 29 September 1994 (consolidated text: Journal of Laws of 2013, item 330, as amended), the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

After prior consideration, the Company’s consolidated financial statements for the year ended 31 December 2015 and the directors’ report on activities of the Budimex Group in 2015 are hereby approved. The consolidated financial statements comprise:

the consolidated statement of financial position of the Company prepared as at 31 December 2015 with total assets as well as equity and liabilities of PLN 4,713,364 thousand (four billion seven hundred thirteen million three hundred sixty-four thousand zloty),
the consolidated profit and loss account for the period from 1 January 2015 to 31 December 2015 with the net profit of PLN 236,520 thousand (two hundred thirty-six million five hundred twenty thousand zloty),
the consolidated statement of comprehensive income for the period from 1 January 2015 to 31 December 2015 with the comprehensive income of PLN 235,967 thousand (two hundred thirty-five million nine hundred sixty-seven thousand zloty),
the consolidated statement of changes in equity for the period from 1 January 2015 to 31 December 2015 showing an increase in equity of PLN 80,615 thousand (eighty million six hundred fifteen thousand zloty),
the consolidated cash flow statement for the period from 1 January 2015 to 31 December 2015 with an increase in cash by PLN 457,287 thousand (four hundred fifty-seven million two hundred eighty-seven thousand zloty),
additional notes and explanations.

The consolidated financial statements were audited by an independent certified 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.

Appendices – 3:

Appendix No 1 – The consolidated financial statements for the year ended 31 December 2015.

Appendix No 2 – Directors’ report on activities of the Budimex Group in 2015.

Appendix No 3 – The opinion of the independent certified auditor and report from the audit of the consolidated financial statements of the Budimex Group for the year ended 31 December 2015.

draft

Resolution No 249

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: the distribution of profit for 2015

Pursuant to Article 395 § 2(2) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

The net profit for the period from 1 January 2015 to 31 December 2015 in the amount of PLN 207,814,997.72 (two hundred and seven million eight hundred fourteen thousand nine hundred ninety-seven and 72/100 zloty) shall be allocated to dividend payment in the gross amount of PLN 8.14 (eight and 14/100 zloty) per share. The remaining profit of PLN 193,302.32 (one hundred ninety-three thousand three hundred and two and 32/100 zloty) shall be allocated to supplementary capital.

§ 2.

The list of shareholders entitled to receive the dividend for the year 2015 is determined as at 6 May 2016 (dividend day).
The dividend payment date is 24 May 2016.

§ 3.

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

draft

Resolution No 250

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Dariusz Jacek Blocher – President

of the Management Board of Budimex SA – with respect to his duties in 2015

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon positive assessment of activities of the Company in 2015, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 251

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Vice-President of the Management Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon positive assessment of activities of the Company in 2015, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Fernando Luis Pascual Larragoiti, Vice-President of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 252

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Andrzej Artur Czynczyk, Member of the Management Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon positive assessment of activities of the Company in 2015, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Andrzej Artur Czynczyk, Member of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 17 September 2015 (date of filing his resignation).

§ 2.

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

draft

Resolution No 253

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Following the positive assessment of the Company’s activities in 2015, upon the motion of the Supervisory Board, discharge is hereby granted to Mr Jacek Daniewski, Member of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 254

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Following the positive assessment of the Company’s activities in 2015, upon the motion of the Supervisory Board, discharge is hereby granted to Mr Cezary Mączka, Member of the Management Board of Budimex SA, for the performance of his duties in the period from 16 December 2015 (date of appointment to the Management Board) to 31 December 2015.

§ 2.

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

draft

Resolution No 255

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Henryk Urbański, Member of the Management Board of Budimex SA, for performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon positive assessment of activities of the Company in 2015, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Henryk Urbański, Member of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 256

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Upon positive assessment of activities of the Company in 2015, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Marcin Węgłowski, Member of the Management Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 257

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Ms Marzenna Anna Weresa, Member of the Supervisory Board

of Budimex SA, for the performance of her duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Ms Marzenna Anna Weresa, Member of the Supervisory Board of Budimex SA, for the performance of her duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 258

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board

of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Marek Michałowski, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 259

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Alejandro de la Joya Ruiz de Velasco, Member of the Supervisory Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Alejandro de la Joya Ruiz de Velasco, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 260

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Javier Galindo Hernandez, Member of the Supervisory Board

of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 261

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 262

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Piotr Kamiński, Member of the Supervisory Board

of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 263

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Igor Adam Chalupec, Member of the Supervisory Board

of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 264

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board of

Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Janusz Dedo, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 265

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: grant of discharge to Mr Ignacio Clopes Estela, Member of the Supervisory Board

of Budimex SA, for the performance of his duties in 2015.

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Discharge is hereby granted to Mr Ignacio Clopes Estela, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 1 January 2015 to 31 December 2015.

§ 2.

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

draft

Resolution No 266

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

Pursuant to Article 385 § 1 of the Code of Commercial Companies and § 13 letter g) of the Articles of Association of Budimex SA, as a result of expiry of mandates of Members of the Supervisory Board of Budimex SA for the eighth term of office, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 267

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 268

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 269

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 270

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 271

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 272

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 273

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 274

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: appointment of a member of the Supervisory Board of Budimex SA for the ninth term of office

§ 1.

Mr/Ms …………………….………………… is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.

§ 2.

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

draft

Resolution No 275

of the Annual General Meeting of Shareholders of Budimex SA

of 26 April 2016

on: compliance with the “Best Practice of GPW Listed Companies 2016” at Budimex SA, in the wording set out in the Resolution of the Supervisory Board of the Warsaw Stock Exchange No 26/1413/2015 of 13 October 2015 – DPS 2016.

Pursuant to Article 395 § 5 of the Code of Commercial Companies, the Annual General Meeting of Shareholders of Budimex SA hereby resolves as follows:

§ 1.

To adopt for application at the Company the corporate governance principles included in the “Best Practice of GPW Listed Companies 2016”, except for the Company ensuring for the shareholders:

two-way real-time communication process during which shareholders can take the floor during the General Meeting of Shareholders while being at a location other than the meeting venue – Rule No IV.R.2 point 2) from chapter IV General meeting of shareholders and relationships with shareholders;
the option to exercise voting rights in person or through a proxy in the course of the general shareholders meeting from a location other than the general shareholders meeting venue, using electronic communications – Rule No IV.R.2 point 3) from chapter IV General meeting of shareholders and relationships with shareholders;

while determining that:

pursuant to Rule I.Z.1.15. (diversity policy) from chapter I. Disclosure Policy, Investor Communications, the Company pursues diversity policy with respect to the company’s governing bodies and key managers and will draw up, in one document, rules of this policy, including in particular elements such as: gender, education, age, professional experience, in such way that the relevant description can be published on its website;
rule III.Z.3. from chapter III. Internal Systems and Functions (independence of the person heading the internal audit function and other persons responsible for its tasks in line with generally accepted international standards of the professional internal audit practice) is applied by the Company in such way that in accordance with the structure of allocation of competences to the Company’s governing bodies, issues related to hiring employees of the Internal Audit Bureau, including their remuneration, remain within competences of the Management Board of the Company, whereas the Audit Committee of the Supervisory Board monitors effectiveness of internal control and internal audit systems,, i.e. activities of the Internal Audit Bureau, is notified of the internal audit work plan, receives reports on these works or periodic summaries from the Internal Audit Bureau, employees of the Internal Audit Bureau are obliged to carry out audits, inter alia, based on orders of the Supervisory Board and the Audit Committee of the Supervisory Board.

§ 2.

DPS 2016 is attached as an appendix to this resolution.

§ 3.

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

Shareholders

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Shareholdership structure as on 20.05.2021