Current report no 28 / 2017

ANNOUNCEMENT OF CONVENING THE ORDINARY GENERAL SHAREHOLDERS MEETING

The Management Board of Budimex S.A. with its registered office in Warsaw (01-040 Warsaw), ul. Stawki 40, a company entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Division of the National Court register under number 1764, share capital in the amount of PLN 127,650,490, paid-up in full, hereby convenes the Ordinary General Shareholders Meeting (hereinafter abbreviated as the OGSM) on 11 May 2017 at 9.00 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:

1. Opening of the Ordinary General Shareholders Meeting.
2. Election of the Chairman of the Ordinary General Shareholders Meeting.
3. Confirming the correctness of convening the Ordinary General Shareholders Meeting and its capacity to adopt resolutions.
4. Election of the Returning Committee.
5. Adoption of the agenda.
6. Presentation and review of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2016, the financial statements of Budimex S.A. for the year ending 31 December 2016 together with the certified auditor’s opinion and the audit report, as well as the consolidated financial statements for the year ending 31 December 2016 together with the certified auditor’s opinion and the audit report.
7. Presentation of the report of the Supervisory Board of Budimex S.A., including the results of the assessment of the directors’ reports on the operations and financial statements for the financial year 2016, the Management Board’s proposal for the distribution of profit as well as the assessment of the Company’s situation, fulfilling the requirements arising from the “Best Practice of WSE Listed Companies 2016”.
8. Adoption of resolutions regarding:
8.1.  review and approval of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2016,
8.2. review and approval of the financial statements of Budimex S.A. for the year ending 31 December 2016,
8.3. review and approval of the consolidated financial statements for the year ending 31 December 2016,
8.4. distribution of profit for 2016,
8.5. grant of discharge to Members of the Management Board of Budimex S.A. for performance of their duties in 2016,
8.6. grant of discharge to Members of the Supervisory Board of Budimex S.A. for performance of their duties in 2016,
8.7. amendment to § 9 of the Company Articles of Association in connection with the conversion and assimilation of 100 series A ordinary registered shares and the adoption of the consolidated text of the Articles of Association.
9. Closure of the Meeting.

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 OGSM as regards participating in the OGSM and exercising voting rights:

1. The shareholder’s right to demand putting particular items on the agenda of the OGSM:

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 OGSM. The request should be submitted to the Management Board of the Company not later than twenty one days before the appointed date of the OGSM. The request should contain a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing to the Company’s registered office (address: Budimex S.A., ul. Stawki 40, 01-040 Warsaw) 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 clause should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a 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 copy of 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 an entry in 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 OGSM.

2. The shareholder’s right to submit draft resolutions concerning the issues put on the agenda of the OGSM or issues that are to be put on the agenda before the date of the OGSM:

Before the date of the OGSM, 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 (address: Budimex S.A., ul. Stawki 40, 01-040 Warsaw) 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 OGSM. The Company will 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 clause should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a 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 copy of 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 an entry in the relevant register.

3. The shareholder’s right to submit draft resolutions concerning the issues put on the agenda during the OGSM:

During the OGSM, each shareholder is entitled to submit draft resolutions concerning the issues put on the agenda.

4. The method of exercising voting rights by a proxy, especially the forms used during voting by a proxy and the method of notifying the Company of the appointment of a proxy by means of electronic communication:

A shareholder may participate in the OGSM and vote in person (in such a case, natural persons should present documents confirming their identity, e.g. an ID card, passport; representatives of shareholders other than natural persons should present valid copies of entries in the relevant registers, listing the persons authorised to represent such entities who will appear at the OGSM as representatives of such shareholders) or by a proxy. A Shareholder cannot, neither personally nor by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises, including the vote of approval in relation to the performance of duties by the Members of the Management Board, the relief from obligation towards the Company or a dispute between such Shareholder and the Company. However, such Shareholder may vote on issues concerning him/her as a proxy of another shareholder. A proxy exercises all rights of the shareholder at the OGSM, 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.

The power of attorney to participate in the OGSM and execute the right to vote must be granted in writing or in electronic form by sending the power of attorney to the e-mail address: walnezgromadzenie@budimex.pl

In the case of granting the power of attorney in a written form, the proxy should present the original document of the power of attorney before the OGSM commences, together with documents confirming empowerment of the persons signing the power of attorney to grant it – in the case of chain of powers of attorney – together with documents confirming empowerment of the persons signing the powers of attorney to grant subsequent powers of attorney (e.g. copies of an entry in the relevant registers, ID documents, subsequent powers of attorney). The grant of the power of attorney in an electronic form does not require the use of a secure electronic signature verified by a valid 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 (not password-protected) 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 OGSM, as well as appropriate documents (ID card, passport, a valid copy of an entry in the relevant register, chain of powers of attorney – the same rules as for a power of attorney granted in writing, described above) 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 S.A. should take measures according to clause 13 below, and a power of attorney sent in electronic form must be delivered to the above e-mail address by 10 May 2017, 1 p.m. at the latest (i.e. be in the inbox of Budimex S.A.). The above rules concerning a power of attorney to participate in the OGSM and exercise the voting rights granted in an electronic form shall apply accordingly to revocation of the power of attorney granted in an electronic form. Sending the said documents to the above address shall not release a proxy from the obligation to present documents confirming their identity on drawing up a list of attendance of the shareholders entitled to participate in the OGSM . Budimex S.A. stipulates that, in case of any doubts, before the commencement of the OGSM it may require that the originals of the said documents or their copies certified by a notary public or by another entity entitled to confirm conformity of documents with their originals be presented. If such documents are not presented, a proxy may not be allowed to participate in the OGSM. The forms referred to in Article 402 [2] clause 2 (d) of the Code of Commercial Companies are available on the Company website in the Budimex S.A. GM tab as from the date of convening the OGSM. 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. 

5. Pursuant to 402[2] clause 2 (e)–(g) of the Code of Commercial Companies, in conjunction with Article 406[5] § 1 and Article 411[1] § 1 of the Code of Commercial Companies, the Management Board of Budimex S.A. informs that (i) the Articles of Association of Budimex S.A. do not allow participation in the OGSM with the use of electronic communication means, and (ii) the Rules of the OGSM of Budimex S.A. do not provide for the possibility to vote at the OGSM by mail, so as a result it will not be possible to: (i) participate in the OGSM with the use of electronic communication means, (ii) take the floor during the OGSM using electronic communication means, (iii) exercise the voting right by mail or with the use of electronic communication means.

6. Voting on resolutions adopted at the OGSM shall proceed with the use of wireless remote controllers. Persons authorised to participate in the OGSM are requested to register and collect wireless remote controllers for voting directly in front of the meeting hall one hour before the start of the meeting.

7. 25 April 2017 is the date of registration of participation in the OGSM (“Registration Day”). Only the parties that are the Company’s shareholders on the Registration Date are entitled to participate in the OGSM (Article 406 [1] par. 1 of the Code of Commercial Companies).

8. Persons holding the rights in dematerialised bearer shares of Budimex SA shall submit to the entity keeping a securities account a request to issue a registered certificate of the right to participate in the OGSM, not earlier than after the announcement of convening the OGSM and not later than on the first working day after the Registration Date. The certificate should indicate, according to the shareholder’s will, the shares registered on his/her securities account in whole or in part.

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 S.A.,
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 OGSM if they are entered in the shareholding book on the Registration Date.

9. The list of persons entitled to participate in the OGSM will be made available for review to shareholders for three working days before the OGSM at the registered office of Budimex S.A. in Warsaw, ul. Stawki 40, room 301 (Monday – Wednesday from 9.00 a.m. to 4.00 p.m.). A shareholder may request that a list of shareholders be sent to them free of charge by e-mail, providing the address to which the list should be sent. Shareholders are advised to collect the issued certificate of the right to participate in the OGSM and to check whether a given shareholder was put on the list of shareholders entitled to participate in the OGSM.

10. A full text of the documentation to be presented to the OGSM and draft resolutions shall be available for shareholders from the date of announcement of convening the OGSM at the registered office of Budimex S.A. in Warsaw, at ul. Stawki 40, room 301, from Monday to Thursday from 9.00 a.m. to 4.00 p.m., on Friday from 9.00 a.m. to 2.00 p.m., as well as on the Company’s website (www.budimex.pl).
 
11. The address of the website where information concerning the OGSM is published: www.budimex.pl

12. The OGSM will be transmitted online at the special address provided on the website of Budimex S.A. (www.budimex.pl).

13. In all the above-mentioned cases, before a shareholder uses the e-mail address walnezgromadzenie@budimex.pl for the purpose of the OGSM, a shareholder shall deliver to the Company’s registered office in Warsaw, ul. Stawki 40, a certificate bearing their own 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 an entry in 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 clause 13, messages and declarations sent to the e-mail address of Budimex S.A. 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.

Management Board of Budimex S.A.