ANNOUNCEMENT OF CONVENING THE ORDINARY GENERAL 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 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 Meeting (hereinafter abbreviated as “OGM”) on 18 May 2023 at 11.00 a.m. at the Company’s registered office in Warsaw, at ul. Siedmiogrodzka 9 (3rd floor, room 3.01, part of the building located to the left of the reception desk). The agenda of the meeting shall be as follows:
1. Opening of the Ordinary General Meeting.
2. Election of the Chairman of the Ordinary General Meeting.
3. Acknowledgement of due convention of the Ordinary General 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 2022, the financial statements of Budimex S.A. for the year ended on 31 December 2022 together with a report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2022, as well as the consolidated financial statements of the Budimex Group for the year ended on 31 December 2022 together with a report on the audit of the annual consolidated financial statements for the year ended on 31 December 2022.
7. Presentation and review of the report on non-financial information of Budimex S.A. for 2022 and the report on non-financial information of the Budimex Group for 2022.
8. Presentation of the Supervisory Board’s report on the remuneration of members of the Management Board and the Supervisory Board for 2022.
9. Presentation and review of the report of the Supervisory Board of Budimex S.A. including the results of the assessment of the Management Board reports on the operations and financial statements for the financial year 2022, motion of the Management Board concerning distribution of profit, as well as the assessment of the Company’s situation.
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 2022,
10.2 review and approval of the report of non-financial information of Budimex S.A. for 2022,
10.3 review and approval of the report on non-financial information of the Budimex Group for 2022,
10.4 review and approval of the financial statements of Budimex S.A. for the year ended on 31 December 2022,
10.5 review and approval of the consolidated financial statements of the Budimex Group for the year ended on 31 December 2022,
10.6 distribution of profit for 2022,
10.7 grant of discharge to members of the Management Board of Budimex S.A. for the performance of their duties in 2022,
10.8 approval of the completion of the composition of the Supervisory Board of Budimex S.A., which took place on 30 March 2023, by co-opting, pursuant to Article 16 section 3 of the Company’s Articles of Association, a new member of the Supervisory Board – Ms Silvia Rodriguez Hueso, due to the resignation of Mr Mario Mostoles Nieto,
10.9 review and approval of the report on the operations of the Supervisory Board of Budimex S.A. for 2022,
10.10 giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Company’s Management Board and Supervisory Board,
10.11 grant of discharge to members of the Supervisory Board for the performance of their duties in 2022,
10.12 amendment to § 16 of the Articles of Association of Budimex S.A. and adoption of a consolidated text of the Articles of Association.
11. Closing 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 OGM as regards participating in the OGM and exercising voting rights:
1. A shareholder’s right to demand placing certain matters on the agenda of the OGM:
A shareholder or shareholders representing at least one twentieth of the Company’s share capital are entitled to request that certain matters be put on the agenda of the OGM. The request should be submitted to the Management Board not later than twenty one days before the appointed date of the OGM. The request should contain a justification or a draft resolution concerning the proposed item on 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.
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 paragraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching e.g. a registered deposit certificate or a certificate issued by an entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (copy of an ID card, passport or another document allowing the shareholder identification). 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 OGM.
Pursuant to Rule 4.6, second sentence, of the Code of Best Practice for WSE Listed Companies 2021 (“CBPLC 2021″), the Management Board will request the shareholder(s) to provide a justification of the proposed resolution, unless it has been previously presented by them. Pursuant to Rule 4.8 of the CBPLC 2021, the draft resolution and the justification should be submitted by the shareholder(s) no later than 3 days before the date of the OGM, so as to make it easier for shareholders attending the OGM to vote on the resolutions with due discernment.
2. A shareholder’s right to submit draft resolutions concerning matters placed on the agenda of the OGM or matters that are to be placed on the agenda before the date of the OGM:
Before the date of the OGM, 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 matters that have been placed or are to be placed on the agenda of the OGM. 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 the submission of the same. This means that a shareholder or shareholders referred to in the first paragraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching e.g. a registered deposit certificate or a certificate issued by an entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (copy of an ID card, passport or another document allowing the shareholder identification). In the case of entities other than natural persons, it is necessary to attach a copy of an entry in the relevant register.
Pursuant to Rule 4.6 and 4.8 of the CBPLC 2021, the draft resolution and the justification should be submitted by the shareholder(s) no later than 3 days before the date of the OGM, so as to make it easier for shareholders attending the OGM to vote on the resolutions with due discernment.
3. A shareholder’s right to submit draft resolutions concerning the matters placed on the agenda during the OGM:
Each shareholder may submit draft resolutions concerning the matters placed on the agenda at the OGM.
4. Manner of exercising voting rights by proxy, including in particular the forms used when voting by proxy and the manner of notifying the Company of the appointment of a proxy by means of electronic communication:
A shareholder may participate in the OGM 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 OGM as representatives of such shareholders) or by 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 proxy for the OGM. In such a case, the power of proxy may authorise the holder to represent the principal at one general meeting only and granting of substitute powers of proxy is excluded. The proxy is obliged to disclose to the shareholder circumstances indicating the existence or possible occurrence of a conflict of interest. Such a proxy shall vote according to the instructions received from the shareholder.
A shareholder may not, either personally or by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises; this includes voting on the grant of discharge for the performance of his/her duties, the release from obligation towards the Company or a dispute between him/her and the Company. The shareholder may vote on resolutions 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 OGM, unless the content of the power of proxy provides for otherwise.
A proxy may grant a substitute power of proxy if this is stipulated in the content thereof, which – as indicated above – does not apply to a situation where the proxy is a member of the Management Board, member of the Supervisory Board, employee of Budimex S.A. or a member of governing bodies or employee of a subsidiary of Budimex S.A.
A proxy may represent more than one shareholder and vote separately from shares held by each of them.
A shareholder holding shares recorded on a collective account may appoint separate proxies for exercising the rights attached to shares recorded on such account.
A shareholder holding shares recorded on more than one securities account may appoint separate proxies for exercising the rights attached to
shares recorded on each of the accounts.
The power of proxy to participate in the OGM and to 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 a power of proxy granted in written form, the proxy should present the original document of the power of proxy before the OGM commences, together with documents confirming empowerment of the persons signing the power of proxy to grant it – in the case of a 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 electronic form need not bear 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 attachment 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 OGM, as well as appropriate documents (ID card, passport, valid copy of an entry in the relevant register, a chain of powers of proxy – as is the case with a power of proxy granted in writing – rules described above) confirming the right of the person signing the power of proxy to represent the shareholder. The notice of granting a 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 to be used by Budimex S.A. 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. Consequently, before sending a power of proxy in electronic form to the address given above, shareholders of Budimex S.A. should take measures according to item 14 below,
and the power of proxy sent in electronic form must be delivered to the above e-mail address (i.e. be received in the inbox of Budimex S.A.) by 17 May 2023, 3.00 p.m. at the latest.
The above rules regarding the granting of a power of proxy in writing or in electronic form apply accordingly in the event of the revocation of a power of proxy.
Sending the said documents to the above address shall not release a proxy from the obligation to present documents confirming his/her identity when drawing up a list of attendance of the shareholders entitled to participate in the OGM.
Budimex S.A. stipulates that, in case of any doubts, before the commencement of the OGM it may require that the originals of such 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 OGM.
The forms referred to in Article 402 [2] item 2(d) of the Code of Commercial Companies are available on the Company’s website, in the General Meetings of Budimex S.A. tab as from the date of convening the OGM. 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] item 2(e)-(g) of the Code of Commercial Companies in conjunction with Article 406[5] § 1 of the Code Commercial Companies 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 OGM by means of electronic communication, in particular, it will not be possible to communicate in real time whereby the participants are able to take the floor 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 placed on the agenda of the general meeting:
A shareholder has the right to ask questions regarding matters placed on the agenda of the OGM.
A shareholder’s question including a request for information about the Company may be asked during the OGM, if such request is justified for the assessment of a matter on the agenda. The Company’s Management Board may provide information in writing outside the OGM if there are important reasons for it; the information shall be provided no later than within two weeks from the date of submitting the request during the OGM.
A response is considered to be given if the relevant information is available on the Company’s website, in a section dedicated to asking questions by shareholders and providing them with answers.
The Management Board refuses to provide information if the information might harm the Company, its related company or a subsidiary, in particular by disclosing technical, commercial or organisational secrets of the enterprise.
A member of the Management Board may refuse to provide information if providing the same might constitute a basis for his/her criminal, civil or administrative liability.
7. Resolutions adopted at the OGM shall be voted on using wireless remote controllers. Persons authorised to participate in the OGM 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 date of registration of one’s participation in the OGM is 02 May 2023 (“Registration Date”). The right to participate in the OGM shall be vested only in persons who are shareholders of Budimex S.A. as at the Registration Date (Article 406 [1] section 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. Pledgees and users with voting rights shall have the right to participate in the OGM if the establishment of a limited right in rem in their favour is registered in a securities account on the date of registration of participation in the General Meeting.
9. At the request of a holder of the rights attached to shares in Budimex S.A. and a pledgee or user with voting rights, submitted not earlier than after the announcement of convening the OGM and not later than on the first weekday after the Registration Date, an entity keeping the securities account shall issue a registered certificate of the right to participate in the OGM. At the request of the holder of the rights attached to shares, the pledgee or the user, the certificate should indicate some or all shares registered on the securities account. The certificate shall contain:
1) the (business) name, registered office, address and seal of the issuer and the certificate number;
2) the number of shares,
3) a separate identification of the shares (code) referred to in Article 55 of the Act of 29 July 2005 on trading in financial instruments;
4) company (name), registered office and address of Budimex S.A.;
5) the nominal value of the shares;
6) full name or business name of the holder of the rights attached to the shares, pledgee or user;
7) registered office (place of residence) and address of the holder of the rights attached to the shares, pledgee or user;
8) the purpose of the certificate being issued;
9) information as to who is entitled to vote from the shares;
10) date and place of issue of the certificate;
11) signature of a person authorised to issue the certificate.
10. A list of persons entitled to participate in the OGM will be displayed for shareholders’ view three business days before the OGM, at the registered office of Budimex S.A. in Warsaw at 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 the list of shareholders be sent to him/her free of charge, to his/her electronic delivery address or by e-mail, indicating the address to which the list should be sent. Shareholders are advised to collect the issued certificate of the right to participate in the OGM and to check whether a given shareholder is included in the list of shareholders entitled to participate in the OGM.
11. A full text of the documentation to be presented to the OGM, as well as draft resolutions shall be available to shareholders from the date of announcement of convening the OGM 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., and on Friday from 9.00 a.m. to 2.00 p.m., as well as on the Company’s website (www.budimex.pl, in particular in the Budimex S.A. General Meeting tab).
Documents corresponding to the content of the Management Board’s report on the Company’s operations, the financial statements, the Supervisory Board’s report and the audit report will be issued to a shareholder upon his/her request, which may be made counting from the OGM convention date. The Company shall make these documents available without delay, but no later than within two business days from the date of the request. At the shareholder’s request, the documents shall be made available in electronic form, including by means of electronic communication.
12. The address of the website where information concerning the OGM is published is www.budimex.pl
13. The OGM session will be transmitted online at a special link 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
in connection with the OGM, the shareholder shall deliver to the Company’s registered office in Warsaw, ul. Siedmiogrodzka 9, a certificate bearing his/her own signature or the signature of a person authorised to represent the 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 the shareholder.
In the event of a breach of the obligation referred to in this item14, messages and statements sent to the above-mentioned e-mail address of Budimex S.A. shall not be taken into account.
Documents sent to the above e-mail address shall be sent in pdf format in Polish or accompanied by a sworn translation into Polish.
The risk of using the aforesaid electronic form of communication shall be borne by the shareholder.
15. Information on the processing of personal data is available on the Budimex S.A. website, at: https://www.budimex.pl/pl/zrownowazony-rozwoj/bezpieczenstwo-informacji/certyfikaty/1371.html, or as a pdf file on the www.budimex.pl website, in the General Meeting of Budimex S.A. tab – 18.05.2023 section regarding the Information obligation of Budimex S.A.
Management Board of Budimex S.A.
