Budimex.pl

Current report no 29 / 2020

Date: May 18, 2020 11:45 AM

ANNOUNCEMENT OF CONVENING THE ORDINARY GENERAL SHAREHOLDERS MEETING

The Management Board of Budimex S.A. with its registered office in Warsaw (01-204 Warsaw), ul. Siedmiogrodzka 9, a company entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Division of the National Court Register under the number 1764, share capital in the amount of PLN 127,650,490, paid-up in full, hereby convenes the Ordinary General Shareholders Meeting (hereinafter abbreviated as the OGSM) on 18 June 2020 at 11.00 a.m. at the Company’s registered office in Warsaw, at ul. Siedmiogrodzka 9 (conference hall on the ground floor of the building, to the left of the reception). The agenda of the meeting shall be as follows:

 

1. Opening of the Ordinary General Shareholders' Meeting.

 

2. Election of the Chairman of the Ordinary General Shareholders' Meeting.

 

3. 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 report on the operations of the Budimex Group and Budimex S.A. for 2019, the financial statements of Budimex S.A. for the year ended 31 December 2019 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2019, as well as the consolidated financial statements of the Budimex Group for the year ended 31 December 2019 together with the report on the audit of the annual consolidated financial statements for the year ended 31 December 2019.

 

7. Presentation and review of the report of Budimex S.A. on non-financial information for 2019 and the report of the Budimex Group on non-financial information for 2019.

 

8. Presentation of the draft remuneration policy of Budimex S.A. together with the recommendation of the Company's Supervisory Board as regards its adoption by the Ordinary General Shareholder’s Meeting.

 

9. Presentation of the report of the Supervisory Board of Budimex S.A., including the results of the assessment of the Management Board’s reports on the operations and financial statements for the financial year 2019, 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”.

 

10. Adoption of resolutions regarding:

10.1. review and approval of the report on the operations of the Budimex Group and Budimex S.A. for 2019,

10.2. review and approval of the report of Budimex S.A. on non-financial information for 2019,

10.3. review and approval of the report of the Budimex Group on non-financial information for 2019,

10.4. review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2019,

10.5. review and approval of the consolidated financial statements of the Budimex Group for the year ended 31 December 2019,

10.6. the creation of a reserve capital,

10.7. distribution of profit for 2019,

10.8. vote of approval in relation to the performance of duties by Members of the Management Board of Budimex S.A. in 2019,

10.9. vote of approval in relation to the performance of duties by Members of the Supervisory Board in 2019,

10.10. adopting the Remuneration Policy of the members of Budimex S.A. bodies,

10.11. determining the rules governing the participation of members of the Supervisory Board of Budimex S.A. in the Employee Capital Plans,

10.12. consent to the sale by Budimex S.A. of property constituting plot No 37/10 from cadastral district 1-11-07 located in Warsaw, at ul. Guźca,

10.13. changes of §16 section 4 and 5 as well as section 9(m) of the Articles of Association of the Company and the adoption of the consolidated text of the Articles of Association.

10.14. changes in the composition of the Supervisory Board of Budimex S.A.

 

11. Closure of the Meeting.

 

Acting pursuant to Article 402 [2] of the Code of Commercial Companies, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in respect of the OGSM as regards participating in the OGSM and exercising voting rights:

 

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

 

A shareholder or shareholders representing at least one twentieth of the Company’s share capital are entitled to request particular items to be put on the agenda of the OGSM. The request should be submitted to the Management Board of the Company not later than twenty-one days before the appointed date of the OGSM. The request should contain a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing to the Company’s registered office (address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or in electronic form to the e-mail address: walnezgromadzenie@budimex.pl.

The request should be accompanied by the documents confirming one’s right to its submission. This means that a shareholder or shareholders referred to in the first subparagraph of this clause should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a registered deposit certificate or a certificate issued by the entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (a copy of ID card, passport or another document allowing to identify a shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of an entry in the relevant register.

The Management Board is obliged to announce the changes introduced to the agenda upon the shareholders’ request immediately, but not later than eighteen days before the appointed date of the OGSM.

 

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

 

Before the date of the OGSM, a shareholder or shareholders representing at least one twentieth of the Company’s share capital are entitled to submit to the Company’s registered office in writing (address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or by means of electronic communication (the aforesaid e-mail address walnezgromadzenie@budimex.pl) draft resolutions concerning the issues put on the agenda or issues that are to be put on the agenda of the OGSM. The Company will immediately publish the draft resolutions on its website.

The draft resolutions should be accompanied by the documents confirming a shareholder or shareholders’ right to their submission. This means that a shareholder or shareholders referred to in the first subparagraph of this clause should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a registered deposit certificate or a certificate issued by the entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (a copy of ID card, passport or another document allowing to identify a shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of an entry in the relevant register.

 

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

 

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

 

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

 

A shareholder may participate in the OGSM and vote in person (in such a case, natural persons should present documents confirming their identity, e.g. an ID card, passport; representatives of shareholders other than natural persons should present valid copies of entries in the relevant registers, listing the persons authorised to represent such entities who will appear at the OGSM as representatives of such shareholders) or by a proxy.

A member of the Management Board, member of the Supervisory Board, employee of Budimex S.A., member of corporate bodies or employee of a subsidiary of Budimex S.A. may be appointed as a proxy for the OGSM. In such a case, the appointment will only be valid for one general meeting. The proxy is obliged to disclose to the shareholder any circumstances leading to any actual or potential conflict of interest. Subgranting of powers of attorney is excluded. The proxy shall vote as instructed by the shareholder.

A Shareholder cannot, neither personally nor by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises, including the vote of approval in relation to the performance of duties by the Members of the Management Board, the relief from obligation towards the Company or a dispute between such Shareholder and the Company. The shareholder may vote on issues concerning him/her, referred to in the previous sentence, as a proxy. In such a case, the rules described in the previous paragraph shall apply accordingly.

A proxy exercises all rights of the shareholder at the OGSM, unless the content of the power of attorney provides otherwise.

A proxy may grant further power of attorney if it results from the content of the power of attorney.

A proxy may represent more than one shareholder and vote separately with shares of each of them.

The shareholder holding shares recorded on the collective account may appoint separate proxies for exercising the rights in shares recorded on such account.

The shareholder holding shares recorded on more than one securities account may appoint separate proxies for exercising the rights

in shares recorded on each of the accounts.

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

In the case of granting the power of proxy in a written form, the proxy should present the original document of the power of proxy before the OGSM commences, together with documents confirming empowerment of the persons signing the power of proxy to grant it – in the case of chain of powers of proxy – together with documents confirming empowerment of the persons signing the powers of proxy to grant subsequent powers of proxy (e.g. copies of an entry in the relevant registers, ID documents, subsequent powers of proxy). 

A power of proxy in the electronic form does not require a qualified electronic signature.

A power of proxy in electronic form should be formulated in a separate document signed by a shareholder or a person authorised to represent a shareholder, sent as an appendix in PDF format (not password-protected) to the e-mail address walnezgromadzenie@budimex.pl A power of proxy in electronic form must be accompanied by the documents confirming the right of a given shareholder to participate in the OGSM, as well as appropriate documents (ID card, passport, a valid copy of an entry in the relevant register, chain of powers of proxy – the same rules as for a power of proxy granted in writing, described above) confirming the right of the person signing a power of proxy to represent a shareholder. The notice of granting the power of proxy in electronic form should include the shareholder's telephone number and e-mail address, as well as the proxy's telephone number and e-mail address through which Budimex S.A. will be able to communicate with the shareholder and the proxy.

Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex S.A. shall take appropriate measures to identify a shareholder and a proxy in order to verify the validity of the power of proxy granted in electronic form. As a consequence, before sending a power of proxy in electronic form to the address given above, the shareholders of Budimex S.A. should take measures according to clause 13 below,

and a power of proxy sent in electronic form must be delivered to the above e-mail address by 17 June 2020, 3 p.m. at the latest (i.e. be in the inbox of Budimex S.A.).

The above rules concerning a power of proxy to participate in the OGSM and exercise the voting rights granted in an electronic form shall apply accordingly to revocation of the power of proxy granted in an electronic form.

Sending the said documents to the above e-mail address shall not release a proxy from the obligation to present documents confirming their identity on drawing up a list of attendance of the shareholders entitled to participate in the OGSM.

Budimex S.A. stipulates that, in case of any doubts, before the commencement of the OGSM, it may require that the originals of the said documents or their copies certified by a notary public or by another entity entitled to confirm conformity of documents with their originals be presented. If such documents are not presented, a proxy may not be allowed to participate in the OGSM.

The forms referred to in Article 402 [2] clause 2 (d) of the Code of Commercial Companies are available on the Company website in the Budimex S.A. GM tab as from the date of convening the OGSM. Budimex S.A. is not obliged to control whether proxies exercise voting rights in accordance with the instructions received from their principals – shareholders, including instructions contained in the said forms. 

 

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

 

6. Voting on resolutions adopted at the OGSM shall proceed with the use of wireless remote controllers. Persons authorised to participate in the OGSM are requested to

register and collect wireless remote controllers for voting directly in front of the meeting hall one hour before the start of the meeting.

 

7. 02 June 2020 is the date of registration of participation in the OGSM (“Registration Day”). The right to participate in the OGSM rests only with persons holding shares in Budimex S.A. as at the Registration Day (Article 406 [1] par. 1 of the Code of Commercial Companies).

 

8. Persons holding the rights in dematerialised bearer shares of Budimex S.A. shall submit to the entity keeping a securities account a request to issue a registered certificate of the right to participate in the OGSM, no earlier than after the announcement of convening the OGSM and no later than on the first working day after the Registration Day. According to the shareholder’s will, the certificate should specify all or some of the shares registered in the holder’s securities account.

 

The certificate referred to above shall contain:

a) company (name), registered office, address and stamp of the issuer and certificate number,

b) number of shares,

c) type and code of shares,

d) company (name), registered office and address of Budimex S.A.,

e) par value of shares,

f) full name or company (name) of the person eligible based on shares,

g) registered office (place of residence) and address of the person eligible based on shares,

h) purpose of issuing a certificate,

i) date and place of issue,

j) signature of the person authorised to issue a certificate.

 

The persons eligible based on registered shares, pledgees and users with voting rights have the right to participate in the OGSM if they are entered in the shareholding book on the Registration Day.

 

9. The list of persons entitled to participate in the OGSM will be made available for review to shareholders for three working days before the OGSM at the registered office of Budimex S.A. in Warsaw, ul. Siedmiogrodzka 9, 8th floor, room 8.08 (Monday – Wednesday from 9.00 a.m. to 4.00 p.m.). A shareholder may request that a list of shareholders be sent to them free of charge by e-mail, providing the address to which the list should be sent. Shareholders are advised to collect the issued certificate of the right to participate in the OGSM and to check whether a given shareholder was put on the list of shareholders entitled to participate in the OGSM.

 

10. A full text of the documentation to be presented to the OGSM and draft resolutions shall be available for shareholders from the date of announcement of convening the OGSM at the registered office of Budimex S.A. in Warsaw, at ul. Siedmiogrodzka 9, 8th floor, room 8.08, from Monday to Thursday from 9.00 a.m. to 4.00 p.m., on Friday from 9.00 a.m. to 2.00 p.m., as well as on the Company’s website (www.budimex.pl).

 

11. The address of the website where information concerning the OGSM is published: www.budimex.pl

 

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

 

13. In all the above-mentioned cases, before a shareholder uses the e-mail address

 

walnezgromadzenie@budimex.pl

 

for the purpose of the OGSM, a shareholder shall deliver to the Company’s registered office in Warsaw, ul. Siedmiogrodzka 9, a certificate bearing their own signature or a signature of the person authorised to represent a shareholder, providing the e-mail address from which messages will be sent to the Company’s e-mail address given above.

A shareholder must deliver documents confirming that he/she is actually a shareholder of the Company, as well as appropriate documents (valid copy of an entry in the relevant register) confirming the right of the person signing a certificate to represent a shareholder.

In case of an infringement of the obligation referred to in this clause 13, messages and declarations sent to the e-mail address of Budimex S.A. indicated above shall not be taken into consideration.

Documents sent to the aforesaid e-mail address shall be sent in PDF format in the Polish language or with a sworn translation to the Polish language.

The risk of using the aforesaid electronic form of communication shall be borne by the shareholder.

 

Management Board of Budimex S.A.

 

Shareholders
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Shareholdership structure as on 17.05.2019

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