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Current report no 29 / 2017
Date: April 10, 2017 3:02 PM
Draft resolutions of the Ordinary General Shareholders Meeting of Budimex SA convened on 11 May 2017
With reference to report No 28/2017 of 10 April 2017 on convening the Ordinary General Shareholders Meeting of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Ordinary General Shareholders Meeting convened on 11 May this year.
draft
Resolution of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: the election of the Chairman of the Ordinary General Shareholders Meeting.
The Ordinary General Shareholders Meeting of Budimex SA hereby resolves as follows:
§ 1.
The Ordinary General Meeting hereby elects Mr/Ms ………………………………….. to be the Chairman of the Ordinary General Meeting.
§ 2.
The resolution takes effect as of the date of its adoption.
draft
Resolution of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: the appointment of the Returning Committee.
The Ordinary General Shareholders Meeting of Budimex SA hereby resolves as follows:
§ 1.
The Ordinary General Shareholders Meeting hereby appoints the Returning Committee in the following composition:
1. Mr/Ms ………………………,
2. Mr/Ms ………………………,
3. Mr/Ms ……………………….
§ 2.
The resolution takes effect as of the date of its adoption.
draft
Resolution
Of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: adoption of the agenda.
The Ordinary General Shareholders Meeting of Budimex SA hereby resolves as follows:
§ 1. The Ordinary General Shareholders Meeting hereby adopts the following agenda:
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.
§ 2. The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 276
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: review and approval of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2016,
Pursuant to Article 395 § 2(1) in conjunction with Article 393 (1) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Upon prior review, the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2016 are hereby approved.
§ 2
The Resolution shall enter into force as of the date of its adoption.
Appendices – 1 pc:
Appendix No 1 - Directors’ report on the operations of the Budimex Group and Budimex S.A. in 2016
draft
Resolution No 277
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: review and approval of the financial statements of Budimex S.A. for the year ending 31 December 2016.
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 (Journal of Laws of 2016, item 1047, as amended), the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves
as follows:
§ 1
Upon prior review, the Company’s financial statements for the year ending 31 December 2016 is hereby approved. The financial statements comprise:
1. the report on the financial position of the Company prepared as at 31 December 2016 with total assets, equity and liabilities of PLN 4,620,006 thousand (four billion six hundred twenty million five hundred six thousand zloty),
2. the profit and loss account for the period from 1 January 2016 to 31 December 2016 with the net profit of PLN 381,916 thousand (three hundred eighty one million nine hundred sixteen thousand zloty),
3. the statement of comprehensive income for the period from 1 January 2016 to 31 December 2016 with the comprehensive income of PLN 382,228 thousand (three hundred eighty two million two hundred and twenty eight thousand zloty),
4. the statement of changes in equity for the period from 1 January 2016 to 31 December 2016 with an increase in equity by PLN 174,235 thousand (one hundred seventy four million two hundred thirty five thousand zloty),
5. the cash flow statement for the period from 1 January 2016 to 31 December 2016 with an increase in cash by PLN 303,688 thousand (three hundred and three million six hundred eighty eight thousand zloty),
6. additional notes and explanations.
The financial statements of Budimex S.A. for the year ending 31 December 2016 were audited by an independent certified auditor with a positive opinion of the Supervisory Board of the Company.
§ 2
The Resolution shall enter into force as of the date of its adoption.
Appendices – 2 pcs:
Appendix No 1 - Financial statements for the year ending 31 December 2016.
Appendix No 2 - Opinion of the independent certified auditor and the report on the audit of the financial statements of Budimex S.A. for the year ending 31 December 2016.
draft
Resolution No 278
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: review and approval of the consolidated financial statements for the year ending 31 December 2016.
Pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c(4) of the Accounting Act of 29 September 1994 (Journal of Laws of 2016, item 1047, as amended), the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Upon prior review, the consolidated financial statements for the year ending 31 December 2016 is hereby approved. The consolidated financial statements comprise:
1. the consolidated report on the financial position of the Company prepared as at 31 December 2016 with total assets, equity and liabilities of PLN 5,593,665 thousand (five billion five hundred ninety three million six hundred and sixty five thousand zloty),
2. the consolidated profit and loss account for the period from 1 January 2016 to 31 December 2016 with the net profit of 410,476 thousand (four hundred and ten million four hundred seventy six thousand zloty),
3. the consolidated comprehensive income statement for the period from
1 January 2016 to 31 December 2016 with the comprehensive income of PLN 410,689 thousand (four hundred and ten million six hundred eighty nine thousand zloty),
4. the consolidated statement of changes in equity for the period from
1 January 2016 to 31 December 2016 with an increase in equity by PLN 202,696 thousand (two hundred and two million six hundred ninety six thousand zloty),
5. the consolidated cash flow statement for the period from
1 January 2016 to 31 December 2016 with an increase in cash by PLN 339,472 thousand (three hundred thirty nine million four hundred seventy two thousand zloty),
6. 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 force as of the date of its adoption.
Appendices – 2 pcs:
Appendix No 1 - Consolidated financial statements for the year ending 31 December 2016.
Appendix No 2 - Opinion of the independent certified auditor and the report on the audit of the consolidated financial statements of the Budimex Group for the year ending 31 December 2016.
draft
Resolution No 279
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: the distribution of profit for 2016
Pursuant to Article 395 § 2(2) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
The net profit for the period of 1 January 2016 to 31 December 2016, amounting to PLN 381,916,051.20 (say: three hundred and eighty one million nine hundred and sixteen thousand fifty one zloty, twenty grosz) increased by the amount of supplementary capital corresponding to the portion resulting from accumulated profits from previous years in the amount of PLN 780,117.82 (say: seven hundred and eighty thousand one hundred and seventeen zloty, eighty two grosz) resulting in a total amount of PLN 382,696,169.02 (say: three hundred and eighty two million six hundred and ninety six thousand one hundred and sixty nine zloty, two grosz), shall be allocated for the payment of dividend in the amount of PLN 14.99 (say: fourteen zloty, ninety nine grosz) gross for one share.
§ 2
1. The list of shareholders entitled to receive the dividend for the year 2016 is determined as at 19 May 2017 (dividend day).
2. The dividend payment date is 5 June 2017.
§ 3
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 280
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A.,
for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 281
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Vice-President of the Management Board of Budimex S.A., for the performance of duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, 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 S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 282
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 283
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Radosław Górski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Radosław Górski, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 14 March 2016 (date of appointment to the Management Board) to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 284
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’ operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Cezary Mączka, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 285
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Artur Popko, Member of the Management Board of Budimex S.A., for the performance of duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Artur Popko, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 14 March 2016 (date of appointment to the Management Board) to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 286
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Henryk Urbański, Member of the Management Board of Budimex S.A., for performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Henryk Urbański, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 287
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Following the positive assessment of the Company’s operations in 2016, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A.,
for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 288
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Ms Marzenna Anna Weresa, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Ms Marzenna Anna Weresa, Member of the Supervisory Board of Budimex S.A., for the performance of her duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 289
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board
of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 290
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Alejandro de la Joya Ruiz de Velasco, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. 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 S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 291
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 292
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 293
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 294
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 295
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 296
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: grant of discharge to Mr Ignacio Clopes Estela, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2016.
Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:
§ 1
Discharge is hereby granted to Mr Ignacio Clopes Estela, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2016 to 31 December 2016.
§ 2
The Resolution shall enter into force as of the date of its adoption.
draft
Resolution No 297
of the Ordinary General Shareholders Meeting of Budimex S.A.
of 11 May 2017
on: 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.
Pursuant to Article 430 of the Code of Commercial Companies and § 13(r) of the Company Articles of Association, in connection with the conversion of 100 series A ordinary registered shares to ordinary bearer shares and their subsequent assimilation and introduction to stock exchange trading, which took place on 13 June 2016, it is hereby resolved as follows:
§ 1
§ 9 (1), first indent of the Articles of Association of Budimex S.A. shall be replaced by the following:
Share capital
§ 9
„1. The share capital is PLN 127,650,490 (one hundred and twenty seven million six hundred and fifty thousand four hundred and ninety) and is divided into 25,530,098 (twenty five million five hundred and thirty thousand ninety eight) shares of the nominal value of PLN 5 (five) each, issued in the following series:
- series A (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 zloty), consisting of:
- 2,250 (two thousand two hundred and fifty) ordinary registered shares,
- 2,997,750 (two million nine hundred ninety seven thousand seven hundred fifty) ordinary bearer shares;”
The remaining provisions of the Articles of Association of Budimex S.A. 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 incorporating the amendments is hereby adopted, which is included in the appendix hereto. The appendix shall constitute an integral part of this resolution.
§ 3
The Resolution shall enter into force as of the date of registration in the National Court Register of the amendments to the Articles of Association introduced hereunder.
The appendix to this resolution shall constitute the consolidated text of the Articles of Association of Budimex S.A.
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