Current report no 44 / 2019

Date: July 3, 2019 1:07 PM

Purchase of 51% of the shares of FBSerwis S.A.

The Management Board of Budimex SA (“Budimex”) announces that in performance of the agreement on the purchase of 51% of the shares of FBSerwis S.A. (“SPA”), of which Budimex reported in its current report No 42/2019 of 2 July 2019, on 3 July 2019, Budimex concluded with Ferrovial Services International SE with its registered office in Amsterdam, the Netherlands (“FSI”), a dispositive agreement transferring the ownership of 89,760 shares (“Shares”) in FBSerwis S.A. with its registered office in Warsaw (“Dispositive Agreement”), entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Commercial Division of the National Court Register, under the KRS No 0000421036 (“FBSerwis”), constituting 51% of the share capital of FBSerwis and having a nominal value of PLN 500.00 per share, giving the right to exercise 89,760 votes at the General Meeting, i.e. giving 51% of votes at the meeting, for PLN 98,500,000.00 (“Price”).


In the Dispositive Agreement, the parties confirmed the fulfillment of the conditions precedent contained in SPA.


Under the Dispositive Agreement, Budimex made an irrevocable order for the transfer of the Price and FSI transferred ownership of FBSerwis Shares to Budimex and issued registered share certificates.


The remaining terms and conditions of the Dispositive Agreement do not vary from the market conditions for such agreements.


As a result of the transaction described in SPA and the Dispositive Agreement, Budimex owns all the shares of FBSerwis constituting in total 100% of the share capital of FBSerwis and entitling to exercise a total of 100% of votes at the General Meeting of FBSerwis.


The value of the transaction, considered as the Price together with a commitment to guarantee the repayment of loans by FBSerwis, exceeds the threshold of PLN 147,743 thousand net.

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Shareholdership structure as on 18.06.2020

GPWKNFRespect IndexSEGWIG Budownictwo
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