Current report no 32 / 2014

Invitation to an Ordinary General Meeting of Budimex SA Shareholders

The Management Board of Budimex S.A. hereby summons an Ordinary General Meeting (hereinafter referred to as OGM) that will be held on 24 April 2014 at 10:00 am at the Company's registered office in Warsaw at ul. Stawki 40, room 514, 5th floor. The agenda is as follows:

• 1. Opening the Ordinary General Meeting of Shareholders.
• 2. Appointing the Chairperson for the Ordinary General Meeting.
• 3. Declaring that the Ordinary General Meeting has been convened correctly and that it has the capacity to adopt binding resolutions.
• 4. Appointing the Ballot Counting Committee.
• 5. Adopting the agenda.
• 6. Presenting and considering the Report on the Company's Operations for 2013 and the Financial Statements of the Company Budimex S.A. for the financial year ending 31 December 2013 along with the Auditor's opinion and the Audit Report.
• 7. Presenting and considering the Report on the Budimex Group's Operations for 2013 and the Consolidated Financial Statements for the year ending 31 December 2013 along with the Auditor's Opinion and the Audit Report.
• 8. Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Statements for the financial year 2013, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
• 9. Adopting resolutions on:
  • 9.1. considering and approving the Financial Statements of Budimex SA for the financial year ending 31 December 2013 and the Report on the Company's Operations for 2013,
  • 9.2. considering and approving the Consolidated Financial Statements for the financial year ending 31 December 2013 and the Report on the Budimex Group's Operations for 2013,
  • 9.3. distributing the profit for 2013,
  • 9.4. acknowledging the fulfilment of duties of the Management Board Members of Budimex S.A. in 2013,
  • 9.5. acknowledging the fulfilment of duties of the Supervisory Board Members of Budimex S.A. in 2013,
  • 9.6. approving supplementation of the composition of the Supervisory Board in its 8th term, onto which a new Member was co-opted on 29 January 2014 pursuant to paragraph 16 section 3 of the Company's Articles of Association – Mr Janusz Dedo, in connection with the resignation of Mr Tomasz Sielicki,
  • 9.7. appointing new Supervisory Board Member in connection with the resignation submitted by Mr Maciej Stańczuk from his position on the Board,
  • 9.8. preparing stand-alone financial statements in line with the International Accounting Standards by Budimex S.A.
• 10. Closing the Meeting.

In accordance with Article 402 [2] of the Code of Commercial Partnerships and Companies, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in conjunction with the OGM, participation in the OGM and execution of the right to vote:

• 1. Shareholders’ right to request that certain issues be included in the agenda of the OGM:
  A shareholder, or shareholders, who represents at least one twentieth of the share capital may request that certain issues be included in the agenda of the OGM. The request shall be presented to the Managing Board no later than twenty one days prior to the scheduled date of the OGM. The request should include a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing at the Company’s registered office or sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl
  The request should be accompanied by documents confirming the right to present it, which means that the shareholder or shareholders referred to in the first paragraph of this section should demonstrate that they have the proper number of shares on the date of presenting the request by attaching a deposit certificate registered in their name or a certificate issued by an entity managing the stock account. In the case of natural persons, a copy of a document identifying the shareholder (a copy of an ID, a passport or another document that permits identification of the shareholder) should be attached. In the case of entities other than natural persons, a copy of the entry in a relevant register should be attached.
  Without undue delay but no later than eighteen days prior to the scheduled date of the OGM, the Managing Board shall announce any changes introduced to the agenda at the request of shareholders on the company’s website and in its current report.
• 2. Shareholders’ right to propose draft resolutions concerning issues included or to be included in the agenda prior to the OGM:
  A shareholder, or shareholders, who represents at least one twentieth of the share capital may submit to the Company draft resolutions concerning issues included or to be included in the agenda of the OGM, which should be done in writing via the Company’s registered office or electronically (e-mail address walnezgromadzenie@budimex.pl) before the date of the OGM. The Company will publish such draft resolutions on its website without delay.
  The draft resolutions should be accompanied by documents confirming the shareholder's right to present these drafts, which means that the shareholder or shareholders referred to in the first paragraph of this section should demonstrate that they have the proper number of shares on the date of presenting the request by attaching a deposit certificate registered in their name or a certificate issued by an entity managing the stock account. In the case of natural persons, a copy of a document identifying the shareholder (a copy of an ID, a passport or another document that permits identification of the shareholder) should be attached. In the case of entities other than natural persons, a copy of the entry in a relevant register should be attached.
• 3. Shareholders’ right to propose draft resolutions concerning issues included in the agenda during the OGM:
  During the OGM each and every shareholder shall be entitled to propose draft resolutions concerning the issues on the agenda.
• 4. Exercising the right to vote through a proxy, including in particular the voting forms to be used by a proxy, and notifying the Company that a proxy has been appointed using electronic communication:
  A shareholder shall be entitled to participate in the OGM and to exercise his/her right to vote in person or through a proxy.
  Neither in person nor through a proxy may a shareholder vote on resolutions concerning their responsibility of any kind towards the Company, including resolutions on the acknowledgement of the fulfilment of duties, release from an obligation towards the Company or on any dispute between such a shareholder and the Company. A shareholder is allowed to vote on the aforementioned resolutions concerning himself/herself as a proxy.

A proxy has all the rights of a shareholder at the OGM unless the scope of his/her authorisation provides otherwise.
A proxy may grant further authorisations if the authorisation permits it.
A proxy may represent more than one shareholder and cast different votes for the shares of the different shareholders they represent.
A shareholder owning shares registered on a consolidated account may appoint separate proxies to exercise rights under the shares registered on this account.
A shareholder holding shares held in more than one securities account may appoint separate proxies for exercising rights connected with shares held in every such account.
An authorisation to participate in the OGM and to exercise the right to vote must be made in writing or be sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl. An authorisation granted electronically does not require a secure digital signature verified by means of a valid qualified certificate.
An electronic authorisation shall form a separate document signed by the shareholder or a person authorised to represent such a shareholder and sent as a PDF attachment to the e-mail address walnezgromadzenie@budimex.pl. An electronic authorisation must be accompanied by documents confirming the right of a particular shareholder to participate in the OGM as well as relevant documents (current copy of entry in a relevant register, chain of authorisations) confirming the right of the person signing such an authorisation to represent a shareholder.
Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex S.A. shall undertake appropriate measures to identify a shareholder and their proxy in order to verify the validity of electronic authorisation granted to the latter. Consequently, prior to sending an electronic authorisation to the aforementioned e-mail address, the shareholders of Budimex S.A. should take appropriate actions in accordance with section 13 below; furthermore, the electronic authorisation must be delivered to the aforementioned e-mail address no later than on 23 April 2014, 1:00 p.m. (i.e. be present in Budimex S.A.’s inbox).
Representatives of shareholders other than natural persons shall present valid copies of entries in relevant court registers that list individuals entitled to represent such entities. Individuals who are not included in such a copy of entry shall present valid authorisations signed by individuals authorised to represent a given entity.
The forms mentioned in Article 402 [2] paragraph 2 letter d of the Code of Commercial Partnerships and Companies will be available on the Company’s website in the General Meeting of Budimex S.A. tab after the date of the OGM. Budimex S.A. is not obliged to monitor whether proxies exercise the right to vote according to instructions given to them by their shareholder principals, including the instructions included in the said forms.

• 5. Pursuant to article 402[2] paragraphs 2(e) - (g) of the Code of Commercial Partnerships and Companies, in conjunction with Article 406[5] section 1 of the Code of Commercial Partnerships and Companies and Article 411[1] section 1 of the Code of Commercial Partnerships and Companies, the Management Board of Budimex S.A. announces that (i) the Articles of Association of Budimex S.A. do not provide for the possibility to participate in the General Meeting through electronic means of communication, and (ii) the Rules of the General Meeting of Budimex S.A. do not provide for the possibility to vote at the General Meeting by mail. As a result, it will be impossible to: (i) participate in the OGM using electronic means of communication, (ii) speak at the OGM using electronic means of communication, (iii) exercise the right to vote by mail or with the use of electronic means of communication.
• 6. Voting on resolutions adopted at the OGM shall be carried out with the use of wireless remote controls. Individuals authorised to participate in the OGM are requested to register and collect their voting remote controls at the conference room door one hour before the opening of the meeting.
• 7. OGM participants shall be registered on 8 April 2014 (“Registration Date”). Only individuals who are the Company’s shareholders on the Registration Date may participate in the OGM (Article 406[1](1) of the Code of Commercial Companies).
• 8. Not earlier than after publication of the invitation and not later than on the first weekday after the Registration Date, individuals authorised under dematerialised bearer shares in Budimex S.A. submit to the entity that keeps his/her securities account request for the issuance of a registered certificate confirming their right to participate in the OGM. The certificate shall indicate, as the shareholder wishes, some or all of the shares registered on his/her securities account.
  The aforementioned certificate shall include the following information:
  • a) business name, registered office, address, issuer’s stamp and number of the certificate,
  • b) number of shares,
  • c) type and code of shares,
  • d) business name, registered office and address of Budimex SA,
  • e) nominal value of shares,
  • f) first and last name or business name of the entity that has rights under the shares,
  • g) registered office (place of residence) and address of the entity that has rights under the shares,
  • h) purpose of the certificate,
  • i) date and place of issue,
  • j) signature of the person entitled to issue the certificate.
    Individuals authorised under registered shares, pledgees and users with the right to vote shall be entitled to participate in the OGM on the condition they are entered into the share register on the Registration Date.
• 9. The list of individuals authorised to participate in the OGM shall be available to the shareholders three weekdays before the OGM at the Company’s registered office. A shareholder may request to have the list of shareholders sent to him free of charge by e-mail, having provided the e-mail address to which the said list is to be sent. It is recommended that shareholders collect certificates confirming their right to participate in the OGM and check whether they have been entered onto the list of shareholders authorised to participate in the OGM.
• 10. The full text of documents to be presented at OGM as well as draft resolutions shall be available for shareholders from the date of notification of the OGM in the registered office of Budimex S.A. in Warsaw at ul. Stawki 40, room 301, Monday – between 9:00 am and 4:00 pm, Friday between 9:00 am and 2:00 pm, as well as on the Company’s website (www.budimex.pl).
• 11. Information on the OGM is available on www.budimex.pl
• 12. The Ordinary General Meeting will be broadcast online at a special address given on the Budimex SA website (www.budimex.pl).

• 13. In all the aforesaid cases, prior to using the e-mail address

walnezgromadzenie@budimex.pl

in connection with the OGM, every shareholder shall submit to the Company’s registered office in Warsaw, ul. Stawki 40, a statement bearing their handwritten signature or the signature of a person representing the shareholder, indicating an e-mail address from which e-mails will be sent to the Company’s aforesaid e-mail address.
It is mandatory to deliver documents confirming that the person is indeed a shareholder of the Company and appropriate documents (current excerpt from a relevant register) confirming the right of the person signing the statement to represent a shareholder.
In case of failure to fulfil the obligation specified in section 13, all e-mails and statements sent to the aforesaid e-mail address of Budimex S.A. shall not be taken into account.
Documents sent to the aforementioned e-mail address should be sent as PDF files in Polish or with a certified translation into Polish.
The risk related to the use of the aforementioned electronic form of communication shall be borne by the shareholder.