Current report no 29 / 2018

Date: May 17, 2018 3:42 PM

Resolutions adopted by the OGM of Budimex S.A.

The Management Board of Budimex S.A. hereby communicates the content of resolutions adopted by the Ordinary General Shareholders’ Meeting of Budimex S.A., which took place on 17 May 2018:

 

Resolution of the Ordinary General Shareholders’ Meeting of Budimex S.A.

of 17 May 2018 on: the election of the Chairman of the Ordinary General Shareholders’ Meeting.

The Ordinary General Shareholders’ Meeting of Budimex S.A. hereby resolves as follows:
§ 1. The Ordinary General Meeting hereby elects Mr Andrzej Leganowicz to be the 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, Mr Marek Michałowski, stated that the above resolution was adopted by secret ballot, where:

- the number of shares under which valid votes were cast – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/, votes against – 0 /zero/, abstentions – 0 /zero/.

Resolution of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: the appointment 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 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/, votes against – 0 /zero/, abstentions – 0 /zero/.

Resolution of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017, the financial statements of Budimex S.A. for the year ended 31 December 2017 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2017, as well as the consolidated financial statements for the year ended 31 December 2017 together with the report on the audit of the annual consolidated financial statements of the Budimex Group for the year ended 31 December 2017.
7. Presentation and review of the report of Budimex S.A. on non-financial information for 2017 and the report of the Budimex Group on non-financial information for 2017.
8. 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 2017, 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”.
9. Adoption of resolutions regarding:
9.1. review and approval of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2017,
9.2. review and approval of the report of Budimex S.A. on non-financial information for 2017,
9.3. review and approval of the report of the Budimex Group on non-financial information for 2017,
9.4. review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2017,
9.5. review and approval of the consolidated financial statements for the year ended 31 December 2017,
9.6. distribution of profit for 2017,
9.7. grant of discharge to Members of the Management Board of Budimex S.A. for performance of their duties in 2017,
9.8. grant of discharge to Members of the Supervisory Board of Budimex S.A. for performance of their duties in 2017,
9.9. adoption of new Rules of Procedure of the General Shareholders' Meeting of Budimex S.A.
10. 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/, votes against – 0 /zero/, abstentions – 0 /zero/.

 

Resolution No 298 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: review and approval of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2017

Pursuant to Article 395 § 2(1) in conjunction with Article 393 (1) of the Code of Commercial Companies and § 13 a) of the Company’s Articles of Association, 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 2017 is hereby approved.
§ 2. The Resolution shall enter into force as of the date of its adoption.
Appendix – Directors’ report on the operations of the Budimex Group and Budimex S.A. in 2017, presented for inspection during the Ordinary General Shareholders' Meeting, published in the annual report for 2017 on 22 March 2018 and on the website 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,009,924 /twenty one million nine thousand nine hundred and twenty four /, votes against – 0 /zero/, abstentions – 42,275 /forty two thousand two hundred and seventy five/.

 

Resolution No 299 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: review and approval of the report of Budimex S.A. on non-financial information for 2017

Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, in connection with Article 49b(1) and Article 49b(9) of the Accounting Act and § 13 a) of the Company’s Articles of Association, the Ordinary General Shareholders' Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Upon prior review, the directors’ report of Budimex S.A. on non-financial information for 2017 is hereby approved.
§ 2. The Resolution shall enter into force as of the date of its adoption.
Appendix – Report of Budimex S.A. on non-financial information for 2017, presented for inspection during the Ordinary General Shareholders' Meeting, published in the annual report for 2017 on 22 March 2018 and on the website 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,009,924 /twenty one million nine thousand nine hundred and twenty four /, votes against – 0 /zero/, abstentions – 42,275 /forty two thousand two hundred and seventy five/.

 

Resolution No 300 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: review and approval of the report of the Budimex Group on non-financial information for 2017

Pursuant to Article 395 § 5 of the Code of Commercial Companies, in connection with Article 55(2b) and Article 55(2c) of the Accounting Act, the Ordinary General Shareholders' Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Upon prior review, the directors’ report of the Budimex Group on non-financial information for 2017 is hereby approved.
§ 2. The Resolution shall enter into force as of the date of its adoption.
Appendix – Report of the Budimex Group on non-financial information for 2017, presented for inspection during the Ordinary General Shareholders' Meeting, published in the annual report for 2017 on 22 March 2018 and on the website 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 6,551 /six thousand five hundred and fifty one/, abstentions – 42,275 /forty two thousand two hundred and seventy five/.

 

Resolution No 301 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2017

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, 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 ended 31 December 2017 are hereby approved. The financial statements comprise:
1. the consolidated statement of financial position as at 31 December 2017 showing total assets as well as total equity and liabilities of PLN 4,853,282 thousand /four billion eight hundred fifty-three million two hundred eighty-two thousand złoty/,
2. the profit and loss account for the period from 1 January 2017 to 31 December 2017, showing a net profit of PLN 449,835 /four hundred forty-nine million eight hundred thirty-five thousand złoty/,
3. the statement of comprehensive income for the period from 1 January 2017 to 31 December 2017, showing total comprehensive income of PLN 448,298 thousand /four hundred forty-eight million two hundred ninety-eight thousand złoty/,
4. the statement of changes in equity for the period from 1 January 2017 to 31 December 2017, showing an increase in equity by PLN 65,602 thousand /sixty-five million six hundred two thousand złoty/,
5. the statement of cash flows for the period from 1 January 2017 to 31 December 2017, showing a decrease in cash by PLN 598,694 thousand /five hundred ninety-eight million six hundred ninety-four thousand złoty/,
6. additional notes and explanations.
The financial statements of Budimex S.A. for the year ended 31 December 2017 were audited by an independent certified auditor and received an approving opinion of the Supervisory Board of the Company.
§ 2. The Resolution shall enter into force as of the date of its adoption.
Appendices – Financial statements for the year ended 31 December 2017 and Report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2017, presented for inspection during the Ordinary General Shareholders' Meeting, published in the annual report for 2017 on 22 March 2018 and on the website 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 6,551 /six thousand five hundred and fifty one/, abstentions – 42,275 /forty two thousand two hundred and seventy five/.

 

Resolution No 302 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: review and approval of the consolidated financial statements for the year ended 31 December 2017

Pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c(4) of the Accounting Act of 29 September 1994, the Ordinary General Shareholders’ Meeting of Budimex S.A. hereby resolves as follows:
§ 1. Upon prior review, the Budimex Group’s consolidated financial statements for the year ended 31 December 2017 are hereby approved. The consolidated financial statements comprise:
1. the consolidated statement of financial position as at 31 December 2017, showing total assets as well as total equity and liabilities of PLN 5,997,356 thousand /five billion nine hundred ninety-seven million three hundred fifty-six thousand złoty/,
2. the consolidated profit and loss account for the period from 1 January 2017 to 31 December 2017, showing a net profit of PLN 464,594 thousand /four hundred sixty-four million five hundred ninety-four thousand złoty/,
3. the consolidated statement of comprehensive income for the period from
1 January 2017 to 31 December 2017, showing total comprehensive income of PLN 462,244 thousand /four hundred sixty-two million two hundred forty-four thousand złoty/,
4. the consolidated statement of changes in equity for the period from
1 January 2017 to 31 December 2017, showing an increase in equity by PLN 76,308 thousand /seventy-six million three hundred eight thousand złoty/,
5. the consolidated statement of cash flows for the period from
1 January 2017 to 31 December 2017, showing a decrease in cash by PLN 560,867 thousand /five hundred sixty million eight hundred sixty-seven thousand złoty/,
6. additional notes and explanations.
The consolidated financial statements of the Budimex Group 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 – Consolidated financial statements for the year ended 31 December 2017 and Report on the audit of the annual consolidated financial statements of the Budimex Group for the year ended 31 December 2017, presented for inspection during the Ordinary General Shareholders' Meeting, published in the annual report for 2017 on 22 March 2018 and on the website 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 – 21,052,198 /twenty one million fifty two thousand one hundred and ninety eight/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,372 /twenty one million three thousand three hundred and seventy two/, votes against – 6,551 /six thousand five hundred and fifty one/, abstentions – 42,275 /forty two thousand two hundred and seventy five/.

 

Resolution No 303 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: the distribution of profit for 2017

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 from 1 January 2017 to 31 December 2017, amounting to PLN 449,585,025.78 / four hundred forty-nine million five hundred eighty-five thousand twenty-five złoty, seventy-eight grosz/ shall be allocated for the payment of dividend in the gross amount of PLN 17.61 /seventeen złoty and sixty-one grosz/ per share. The remaining part of the net profit in the amount of PLN 249,908.88 /two hundred forty-nine thousand nine hundred eight złoty, eighty-eight grosz/ shall be allocated to the supplementary capital.
§ 2.1. The list of shareholders entitled to receive the dividend for the year 2017 shall be determined as at 28 May 2018 (the dividend record date).
2. The dividend payment date shall be 7 June 2018.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/, votes against – 0 /zero/, abstentions – 0 /zero/.

 

Resolution No 304 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 305 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

Resolution No 306 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 307 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Radosław Górski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2017

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 2017, 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 1 January 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 308 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 309 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Artur Popko, Member of the Management Board of Budimex S.A., for the performance of duties in 2017

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 2017, 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 1 January 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 310 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Henryk Urbański, Member of the Management Board of Budimex S.A., for performance of his duties in 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 311 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of duties in 2017

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 2017, 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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 312 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 313 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 314 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 315 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 316 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 317 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 318 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 319 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 320 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 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 2017

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 2017 to 31 December 2017.
§ 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,003,373 /twenty one million three thousand three hundred and seventy three/, votes against – 0 /zero/, abstentions – 48,826 /forty eight thousand eight hundred and twenty six/.

 

Resolution No 321 of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 May 2018 on: adoption of new Rules of Procedure of the General Shareholders' Meeting of Budimex S.A.

§ 1. Pursuant to § 13 h) of the Company’s Articles of Association, the existing Rules of Procedure of the General Shareholders’ Meeting of Budimex S.A., as last amended by Resolution No 147 /one hundred and forty-seven/ of the Ordinary General Shareholders’ Meeting of Budimex S.A. of 17 June 2009, are hereby repealed and the new Rules of Procedure of the General Shareholders’ Meeting of Budimex S.A., as set forth in the Appendix to this Resolution, are hereby adopted. The appendix constitutes an integral part of this resolution.
§ 2. The Resolution shall enter into force as of the date of its adoption, with effect as of the next General Shareholders’ Meeting.
Appended to this resolution are the Rules of Procedure of the General Shareholders’ Meeting 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 – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ shares (i.e. 82.46% /eighty two and forty six hundredths of percent/ of the share capital),

- total number of valid votes – 21,052,199 /twenty one million fifty two thousand one hundred and ninety nine/ votes,

- votes in favour – 21,030,901 /twenty one million thirty thousand nine hundred and one/, votes against – 14,977 /fourteen thousand nine hundred and seventy seven/, abstentions – 6,321 /six thousand three hundred and twenty one/.

 

Appendix: the Rules of Procedure of the General Shareholders’ Meeting of Budimex S.A.