Budimex.pl

Current report no 34 / 2021

Date: April 21, 2021 1:04 PM

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, 13th Division of the National Court Register under the number 1764, share capital in the amount of PLN 127,650,490, paid-up in full, TAX ID No. NIP 526 10 03 187, hereby convenes the Ordinary General Shareholders Meeting (hereinafter abbreviated as the OGSM) on 20 May 2021 at 11.00 a.m. at the Company’s registered office in Warsaw, at ul. Siedmiogrodzka 9 (conference hall 3.01, floor 3 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 2020, the financial statements of Budimex S.A. for the year ended on 31 December 2020 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2020, as well as the consolidated financial statements of the Budimex Group for the year ended on 31 December 2020 together with the report on the audit of the annual consolidated financial statements for the year ended on 31 December 2020.

7. Presentation and review of the report of Budimex S.A. on non-financial information for 2020 and the report of the Budimex Group on non-financial information for 2020.

8. Presentation of the Supervisory Board's report on the remuneration of members of the Management Board and the Supervisory Board.

9. 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 2020, 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 directors’ report on the operations of the Budimex Group and Budimex S.A. for 2020,

10.2. review and approval of the report of Budimex S.A. on non-financial information for 2020,

10.3. review and approval of the report of the Budimex Group on non-financial information for 2020,

10.4. review and approval of the financial statements of Budimex S.A. for the year ending 31 December 2020,

10.5. review and approval of the consolidated financial statements of the Budimex Group for the year ended on 31 December 2020,

10.6. distribution of profit for 2020,

10.7. grant of discharge to Members of the Management Board of Budimex S.A. for performance of their duties in 2020,

10.8. the grant of discharge to Members of the Supervisory Board for the performance of their duties in 2020,

10.9. Opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of the members of the Management Board and the Supervisory Board of the Company;

10.10. Amendments to Section 10.3 and Section 11.1. The Rules of Procedure of the General Meeting of Budimex S.A. and adoption of the consolidated text of the Rules of Procedure,

10.11. 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 SA hereby notifies shareholders of the procedures to be applied in respect of the AGM as regards participating in the AGM and exercising voting rights:

 

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

 

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 power of attorney may authorize representation only at one general meeting and granting further power of attorney is excluded. The proxy is obliged to disclose to the shareholder any circumstances leading to any actual or potential conflict of interest. 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.

 

The proxy may grant further power of attorney if it is stipulated in the power of attorney, which - as indicated above - does not apply to a situation where the proxy is a member of the Management Board, a member of the Supervisory Board, an employee of Budimex S.A. or a member of governing bodies or an employee of a subsidiary of Budimex S.A.

 

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

 

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

 

A power of attorney 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 attorney 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 attorney – the same rules as for a power of attorney granted in writing, described above) confirming the right of the person signing a power of attorney 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 SA shall take appropriate measures to identify a shareholder and a proxy in order to verify the validity of the power of attorney granted in electronic form. As a consequence, before sending a power of attorney in electronic form to the address given above, shareholders of Budimex S.A. should take measures according to clause 13 below,

and a power of attorney sent in electronic form must be delivered to the above e-mail address by 19 May 2021, 1 p.m. at the latest (i.e. be in the inbox of Budimex S.A.).

 

The above rules regarding the granting of a power of attorney in writing or in an electronic form apply accordingly in the event of a power of attorney being revoked.

 

Sending the said documents to the above 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 SA 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] Section 2(e)-(g) of the Commercial Companies Code in connection with Art. 406[5] § 1 of the Commercial Companies Code and Art. 411[1] § 1 of the Commercial Companies Code, the Management Board of Budimex S.A. informs that it will not be possible to: (i) participate in the OGM by means of electronic communication, in particular, it will not be possible to communicate in real time, in which it would be possible to express opinions during the general meeting, when staying in a place other than the place of the OGM, and it will not be possible to exercise the voting right in person or through a proxy before or during the general meeting by means of electronic communication, (ii) exercise the voting right by correspondence (the Regulations of the General Meeting of Budimex S.A. do not provide for the possibility of casting votes at the General Meeting by correspondence).

 

6. A shareholder's right to ask questions regarding matters on the agenda of the general meeting:

 

A shareholder has the right to ask questions regarding matters on the agenda of the OGM.

 

A shareholder's question including a request for information regarding the Company may be presented during the OGM, if such request is justified for the assessment of an issue on the agenda. The Management Board of the Company may provide information in writing outside the OGM, if there are important reasons for it, and the information is provided no later than within two weeks from the date of submitting the request during the OGM.

 

The answer is considered to be given if the relevant information is available on the Company's website in a place dedicated to asking questions by shareholders and providing them with answers.

 

The Management Board refuses to provide information if it could harm the Company, its related company, or a subsidiary, in particular by disclosing technical, commercial, or organizational secrets of the enterprise.

A member of the Management Board may refuse to provide information if providing information could constitute a basis for his/her criminal, civil or administrative liability.

 

7. Voting on resolutions adopted at the AGM 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.

 

8. The record date for the OGSM is 4 May 2021 (the “Record Date”). 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). The date of registration of participation in the General Meeting is the same for holders of bearer shares and registered shares. The pledgee and users with voting rights have the right to participate in the General Meeting of the Company if the establishment of a limited right in rem for them is registered in the securities account on the date of registration of participation in the General Meeting.

 

9. At the request of the authorized person from the shares of Budimex S.A. and a pledgee or usufructuary with the right to vote, submitted not earlier than after the announcement of convening the OGM and no later than on the first working day after the Registration Date, the entity maintaining the securities account issues a registered certificate of the right to participate in the OGM. At the request of the shareholder, pledgee or user, the content of the certificate should indicate some or all shares registered on the securities account. The certificate includes:

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

2) the number of shares;

3) a separate identification of the share (code) referred to in Art. 55 of the Act of July 29, 2005 on Trading in Financial Instruments;

4) company (name), registered office and address of the Company of Budimex S.A.,

5) nominal value of shares;

6) name and surname or company name (name) of the shareholder, pledgee, or user;

7) seat (place of residence) and address of the shareholder, pledgee, or user;

8) purpose of issuing the certificate;

9) a note of who is entitled to vote from the shares;

10) date and place of issue of a certificate,

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

 

10. 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.

 

11. 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).

 

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

 

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

 

14. 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 item 13, messages and declarations sent to the e-mail address of Budimex SA 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 18.06.2020

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