Budimex.pl

Current report no 35 / 2021

Date: April 21, 2021 1:05 PM

Draft resolutions of the Ordinary General Meeting of Budimex SA 2021

With reference to report No 34/2021 of 21 April 2021 on convening the Ordinary General Meeting of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Ordinary General Meeting convened on 20 May this year:

 

draft

 

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

of 20 May 2021

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/Ms ………………………………….. to be the Chairman of the Ordinary General Shareholders’ Meeting.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

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

of 20 May 2021 

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:

2. Ms/Mr ..............................,

3. Ms/Mr ..............................,

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

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

of 20 May 2021 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 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 ended on 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.

  1. Closure of the Meeting.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 391

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

of 20 May 2021

 

on: review and approval of the report on the operations of the Budimex Group and Budimex S.A. for 2020

 

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 2020 is hereby approved.

 

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

Appendices:

Appendix No. 1 – Report on the operations of the Budimex Group and Budimex S.A. for 2020, presented for review at the Ordinary General Meeting, published in the annual report for 2020 on the 25th of March 2020 and on the website of Budimex S.A.

 

draft

 

Resolution No. 392

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

of 20 May 2021

 

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

 

Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, in conjunction 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 report of Budimex S.A. on non-financial information for 2020 is hereby approved.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

Appendices:

Appendix No. 1 – Report on non-financial information of Budimex S.A for 2020, presented for review at the Ordinary General Meeting, published in the annual report for 2020 on the 25th of March 2020 and on the website of Budimex S.A.

 

draft

 

Resolution No. 393

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

of 20 May 2021

on: review and approval of the report of the Budimex Group on non-financial information for 2020

 

Pursuant to Article 395 §5 of the Code of Commercial Companies, in conjunction 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 report of the Budimex Group on non-financial information for 2020 is hereby approved.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

Appendices:

Appendix No. 1 – Report on non-financial information of the Budimex Group for 2020, presented for review at the Ordinary General Meeting, published in the annual report for 2020 on the 25th of March 2020 and on the website of Budimex S.A.

 

draft

 

Resolution No. 394

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

of 20 May 2021

 

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

 

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 ending 31 December 2020 is hereby approved. The financial statements comprise:

1. the report on the financial position of the Company prepared as of 31 December 2020 with total assets and liabilities of PLN 5,415,483 thousand (five billion four hundred fifteen million four hundred eighty-three thousand zloty),

2. the profit and loss account for the period from 1 January 2020 to 31 December 2020 with the net profit of PLN 310,541 thousand /three hundred ten million five hundred forty-one thousand zloty/,

3. the consolidated statement of comprehensive income for the period from 1 January 2020 to 31 December 2020, with the comprehensive income of PLN 308,074 thousand /three hundred and eight million seventy-four thousand zlotys/,

4. the statement of changes in equity for the period from 1 January 2020 to 31 December 2020, showing an increase in equity of PLN 191,657 thousand /one hundred ninety-one million and six hundred fifty-seven thousand zlotys/,

5. The consolidated cash flow statement for the period from 1 January 2020 to 31 December 2020 with an increase in cash by PLN 474,973 thousand (four hundred seventy four million nine hundred seventy-three thousand zloty),

6. additional notes and explanations.

The financial statements of Budimex S.A. for the year ended 31 December 2020 were audited by an independent certified auditor and received an approving opinion of the Company’s Supervisory Board.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

Appendices – Financial statements for the year ended on 31 December 2020 and the Report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2020, presented for review at the Ordinary General Meeting, published in the annual report for 2020 on the 25th of March 2020 and on the website of Budimex S.A.

 

draft

 

Resolution No. 395

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

of 20 May 2021

 

on: review and approval of the consolidated financial statements for the year ended 31 December 2020

 

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 consolidated financial statements of the Budimex Group for the year ended 31 December 2020 are hereby approved. The consolidated financial statements comprise:

1. the consolidated report on the financial position of the Company prepared as of 31 December 2020 with total assets, equity, and liabilities of PLN 7,462,240 thousand (seven billion four hundred sixty-two million two hundred forty thousand zloty),

2. the consolidated profit and loss account for the period from 1 January 2020 to 31 December 2020, showing a net profit of PLN 471,394 thousand /four hundred seventy one million three hundred ninety-four thousand zloty/,

3. the statement of comprehensive income for the period from 1 January 2020 to 31 December 2020, showing total comprehensive income of PLN 469,548 thousand /four hundred sixty-seven million five hundred forty-eight thousand zloty/,

4. the consolidated statement of changes in equity for the period from 1 January 2020 to 31 December 2020 showing an increase in equity of PLN 350,631 thousand (three hundred fifty million six hundred thirty-one thousand zloty),

5. the consolidated cash flow statement for the period from 1 January 2020 to 31 December 2020 with an increase in cash by PLN 740,277 thousand (seven hundred fourty million two hundred seventy-seven thousand zloty),

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 – The consolidated financial statements for the year ended on 31 December 2020 and the Report on the audit of the annual consolidated financial statements of Budimex Group for the year ended on 31 December 2020 presented for review at the Ordinary General Meeting, published in the consolidated annual report for 2020 on the 25th of March 2020 and on the website of Budimex S.A.

 

draft

 

Resolution No. 396

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

of 20 May 2021

 

on: the distribution of profit for 2020

 

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. Net profit for the period from January 1, 2020 to December 31, 2020 in the amount of PLN 310,046,824.83 (in words: three hundred ten million forty-six thousand eight hundred twenty-four 83/100 zloty) increased by the total capital reserve created from the profit in 2019 in the amount of PLN 116,305,811.77 (in words: one hundred and sixteen million three hundred five thousand eight hundred and eleven 77/100 zloty), which gives the total amount of PLN 426,352,636.60 (in words: four hundred and twenty-six million, three hundred and fifty-two thousand, six hundred and thirty-six 60/100 zloty), it is decided to allocate for the payment of dividends the amount of PLN 16.70 (in words: sixteen 70/100 zloty) gross per share. The remaining part of the profit in the amount of 494,818.53 (in words: four hundred ninety four thousand eight hundred eighteen 53/100 zloty) shall be allocated to the supplementary capital.

 

§ 2. 1. The list of shareholders entitled to receive the dividend for the year 2020 is determined as of 1 June 2021 (the dividend day).

2. The dividend payment date is 18 June 2021.

 

§ 3. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 397

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

of 20 May 2021

 

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 2020

 

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 2020, 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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 398

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

of 20 May 2021

 

on: grant of discharge to Mr Artur Popko, Vice-President of the Management Board of Budimex S.A., for the performance of duties in 2020

 

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 2020, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Artur Popko, Vice-President of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 399

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

of 20 May 2021

 

on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2020

 

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 2020, 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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 400

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

of 20 May 2021

 

on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in 2020

 

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 2020, 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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 401

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

of 20 May 2021

 

on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2020

 

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 2020, 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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

 

draft

 

Resolution No. 402

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

of 20 May 2021

 

on: grant of discharge to Ms Danuta Dąbrowska, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2020

 

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 Danuta Dąbrowska, Member of the Supervisory Board of Budimex S.A., for the performance of her duties in the period from 1 January 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

 

draft

 

 

Resolution No. 403

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

of 20 May 2021

 

on: grant of discharge to Ms Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2020

 

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. Ms. Agnieszka Słomka-Gołębiowska, Member of the Supervisory Board of Budimex S.A., is hereby granted a discharge
for the performance of her duties in the period from 1 January 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 404

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

of 20 May 2021

 

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 2020

 

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 2020 to 18 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 405

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

of 20 May 2021

 

on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2020

 

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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 406

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

of 20 May 2021

 

on: grant of discharge to Mr Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2020.

 

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 Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 407

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

of 20 May 2021

 

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 2020

 

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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 408

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

of 20 May 2021

 

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 2020

 

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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 409

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

of 20 May 2021

 

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 2020

 

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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 410

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

of 20 May 2021

 

on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2020

 

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 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 411

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

of 20 May 2021

 

on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2020

 

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 Fernando Luis Pascual Larragoiti, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2020 to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 412

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

of 20 May 2021

 

on: grant of discharge to Mr Artur Kucharski, Member of the Supervisory Board
of Budimex S.A., for the performance of her duties in 2020

 

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 Artur Kucharski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 18 December 2020 (date of appointment as member of the Board) to 31 December 2020.

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No. 413

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

of 20 May 2021

 

on: giving an 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

Pursuant to Article 90g section 6 of the Act on public offering, conditions governing the introduction of financial instruments to organised trading and on public companies, the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

 

§ 1. The Ordinary General Meeting gives a positive opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and Supervisory Board of the Company, constituting an Appendix to this resolution.

 

§ 2. The Resolution shall enter into force as of the date of its adoption.

 

Appendices:

Appendix 1 – 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 together with the assessment of the expert auditor

 

draft

 

Resolution No. 414

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

of 20 May 2021

 

on: amendments to sections 10.3 and 11.1. of the Rules of Procedure of the General Meeting of Budimex S.A. and adoption of the consolidated text of the Rules of Procedure

 

Pursuant to § 13(h) of the Company's Articles of Association in connection with the amendment of the provisions of the Code of Commercial Companies on dematerialisation of the share documents, it is hereby resolved as follows:

 

§ 1. Section 10.3. The Rules of Procedure of the General Meeting of Budimex S.A. shall be replaced by the following wording:

“10.3. From 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 of Budimex S.A.”

 

§ 2. Section 11.1. The Rules of Procedure of the General Meeting of Budimex S.A. shall be replaced by the following wording:

“11.1. Apart from the parties that are the Shareholders of the Company sixteen days before the date of the General Meeting (date of registration of participation in the General Meeting) and apart from pledgees and users, if they were entered in the shareholding book on the date of registration of participation in the General Meeting of Budimex S.A., who enjoy voting rights, or their proxies, the parties entitled to be present in the meeting hall of the General Meeting are as follows:

  • all Members of the Supervisory Board,
  • all Members of the Management Board,
  • commercial representatives,
  • experts invited by the Management Board (or another body/entity convening the Meeting) to speak on matters covered by the agenda,
  • the notary public,
  • employees of the Company invited by the Management Board,
  • technical service personnel,
  • appropriately accredited representatives of the media.”

 

§ 3. Following the amendments to the Articles of Association introduced in § 1 and § 2 of this resolution, the consolidated text of the Articles of Association incorporating the amendments is hereby adopted, which is included in the appendix hereto. The Appendix shall constitute an integral part of this resolution.

 

§ 4. The Resolution shall enter into force as of the date of its adoption.

 

Appendices:

Consolidated text of the Rules of Procedure of the General Meeting of Budimex S.A.

 

draft

 

Resolution No. 415

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

of 20 May 2021

 

on: appointment of a member of the Supervisory Board of Budimex S.A.

 

Pursuant to Article 385 § 1 of the Code of Commercial Companies and § 13(g) of the Articles of Association of Budimex S.A., the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:

 

§ 1

Ms/Mr ........................................... is hereby appointed member of the Supervisory Board of Budimex S.A. for the tenth joint three-year term of office.                  

 

§ 2

The Resolution shall enter into force as of the date of its adoption.

 

 

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