Budimex.pl

Current report no 52 / 2020

Date: August 3, 2020 3:14 PM

Registration of amendments to the Articles of Association of Budimex SA

In reference to report No 38/2020 of 18 June 2020, the Management Board of Budimex SA informs that on 3 August 2020 the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register, registered amendments to the Company's Articles of Association made on the basis resolution No 389 of the Ordinary General Meeting of 18 June 2020. Consequently, § 16 section 4 and 5 and section 9(m) of the Company's Articles of Association were amended. The current wording of said provisions is as follows:

 

Content of § 16 section 4 and 5 of the Articles of Association:

 

“4. The Supervisory Board shall pass resolutions if at least half of its Members are present at the meeting and all the members have been invited. One may attend a Supervisory Board meeting also by means of direct distant communication. The Supervisory Board shall pass resolutions by absolute majority of votes. In the case of an equal number of votes , the Chairperson of the Supervisory Board shall have the casting vote.

 

5. The Supervisory Board can adopt resolutions in writing and by means of direct distant communication. Resolutions shall be valid if all members of the Supervisory Board have been notified of the content of a draft resolution and at least half of the Board members have participated in the resolution adoption procedure.”

 

Content of § 16 section 9(m) of the Articles of Association:


“m) give consent to the purchase or sale of real property, perpetual usufruct or share in a property, machinery, equipment, securities or other assets, provided that the unit price of purchase or sale exceeds one-fifth of the Company’s share capital; in the case of transactions provided for in this item but not exceeding the specified value, all decisions shall be independently made by the Management Board. Thus, the transactions provided for in this item do not require a resolution of the General Meeting adopted pursuant to Article 393 (4) of the Code of Commercial Companies.”

 

The other provisions of the Articles of Association of Budimex S.A. remain unchanged.

 

The consolidated text of the Articles of Association is attached as appendix to this report.

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