Current report no 38 / 2017

Resolutions adopted by the OGM of Budimex S.A.

The Management Board of Budimex SA hereby communicates the content of resolutions adopted by the Ordinary General Shareholders’ Meeting of Budimex SA, which took place on 11 May 2017:

Resolution of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 11 May 2017 on: election of the Chairman of the Ordinary General Shareholder’s Meeting.

The Ordinary General Shareholders’ Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Shareholders’ Meeting  hereby elects Mr Andrzej Leganowicz as Chairman of the Ordinary General Meeting.
§ 2. The Resolution shall enter into force as of the date of its adoption.

The Chairman of the Supervisory Board stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,790 /nineteen million three hundred twenty nine thousand seven hundred and ninety/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,790 /nineteen million three hundred twenty nine thousand seven hundred and ninety/ votes,
- votes in favour – 19,329,790 /nineteen million three hundred twenty nine thousand seven hundred and ninety/, votes against – 0 /zero/, abstentions – 0 /zero/.

Resolution of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 11 May 2017 on: election of the Returning Committee.

The Ordinary General Shareholders’ Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Shareholders’ Meeting hereby appoints the Returning Committee in the following composition:
1. Ms Bogna Kuczyńska - Piech,
2. Ms Jadwiga Romańska - Kwinta,
3. Ms Agnieszka Wietrzykowska.
§ 2. The resolution takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/, votes against – 0 /zero/, abstentions – 0 /zero/.

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 S.A. 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. Ascertainment of due convention of 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.

The Chairman stated that the above resolution was adopted by open ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/, votes against – 0 /zero/, abstentions – 0 /zero/.

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 is 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. for 2016 (consolidated annual report of the Budimex group for 2016 and annual report of Budimex S.A for 2016)

The Chairman stated that the above resolution was adopted by open ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 and twenty million 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.
(annual report of Budimex S.A. for 2016)

The Chairman stated that the above resolution was adopted by open ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 (i.e. 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 and received an approving opinion of the Supervisory Board of Budimex S.A.
§ 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 registered auditor and the report of the examination of the consolidated financial statements of the Budimex Group for the year ending 31 December 2016.
(consolidated annual report of the Budimex Group for 2016)

The Chairman stated that the above resolution was adopted by open ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

Resolution No 279 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 11 May 2017 on: 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 /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 /seven hundred and eighty thousand one hundred and seventeen zloty, eighty two grosz/ resulting in a total amount of PLN 382,696,169.02 /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 /fourteen zloty ninety nine grosz/ gross per 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.

The Chairman stated that the above resolution was adopted by open ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/, votes against – 0 /zero/, abstentions – 0 /zero/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 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 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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 (appointment as Member of the Management Board) to 31 December 2016.
§ 2. The resolution takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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’s 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.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 (appointment as Member of the Management Board) to 31 December 2016.
§ 2. The resolution takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 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 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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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 takes effect as of the date of its adoption.

The Chairman stated that the above resolution was adopted by secret ballot, where:
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,281,441 /nineteen million two hundred eighty one thousand four hundred and forty one/, votes against – 0 /zero/, abstentions – 48,350 /forty eight thousand three hundred and fifty/.

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:
“The 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 zlotys) 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.

The Chairman stated that the above resolution was adopted by open ballot, where: 
- the number of shares under which valid votes were cast – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ shares (i.e. 75.71% /seventy five and seventy one hundredths of percent/ of the share capital),
- total number of valid votes - 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/ votes,
- votes in favour – 19,329,791 /nineteen million three hundred twenty nine thousand seven hundred and ninety one/, votes against – 0 /zero/, abstentions – 0 /zero/.