In relation to report no. 17/2025 of 24 April 2025 on the convening of the Ordinary General Meeting of Budimex S.A., the Management Board of Budimex S.A. submits draft resolutions for the Ordinary General Meeting, which was convened on 29 May this year:

draft
Resolution of the Annual General Meeting of Budimex S.A. of 29 May 2025
on: election of the Chairperson of the Annual General Meeting
The Annual General Meeting of Budimex S.A. adopts the following resolution.

§ 1 The Annual General Meeting appoints Ms/Mr ……………………. as Chairperson of the Annual General Meeting.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution of the Annual General Meeting of Budimex S.A. of 29 May 2025
on: election of the Ballot Counting Committee
The Annual General Meeting of Budimex S.A. adopts the following resolution.

§ 1 The Annual General Meeting appoints a Ballot Counting Committee composed of:
1.Ms/Mr …………………………,
2.Ms/Mr …………………………,

§ 2 The resolution shall enter into force on the date of its adoption.
draft

Resolution of the Annual General Meeting of Budimex S.A. of 29 May 2025
on: establishment of the agenda
The Annual General Meeting of Budimex S.A. adopts the following resolution.
§ 1 The Annual General Meeting adopts the following agenda:
1. Opening of the Annual General Meeting.
2. Election of the Chairperson of the Annual General Meeting
3. Confirmation that the Annual General Meeting has been duly convened and has the capacity to adopt resolutions.
4. Election of the Ballot Counting Committee.
5. Adoption of the agenda.
6. Presentation and consideration of the report on the activities of the Budimex Group and Budimex S.A. for the year 2024 together with sustainability report, financial statements of Budimex S.A. for the year ended 31 December 2024, together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2024 and the consolidated financial statements of the Budimex Group for the year ended 31 December 2024, together with the report on the audit of the annual consolidated financial statements for the year ended 31 December 2024.
7. Presentation of the report of the Supervisory Board on the remuneration of the members of the Management Board and the Supervisory Board for 2024.
8. Presentation and consideration of the report of the Supervisory Board of Budimex S.A., including the results of the assessment of the Management Board’s reports on the activities and financial statements for the financial year 2024 and the Management Board’s proposal on the distribution of profit, as well as the assessment of the Company’s situation.
9. Presentation of the assumptions of the long-term incentive program for key employees of the Budimex Group.
10. Presentation of the draft remuneration policy for members of the Management and Supervisory Boards of Budimex S.A., together with the recommendation of the Company’s Supervisory Board as regards its adoption by the Annual General Meeting.
11. Adopting resolutions on the following issues:
11.1. consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for the year 2024 together with the sustainability report,
11.2. consideration and approval of the financial statements of Budimex S.A. for the year ended 31 December 2024,
11.3. consideration and approval of the consolidated financial statements of Budimex Group for the year ended 31 December 2024,
11.4. distribution of profit for 2024,
11.5. granting the members of the Management Board of Budimex S.A. a vote of approval for the performance of their duties in 2024,
11.6. consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2024,
11.7. assessment of the report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company.
11.8. granting a vote of a vote of approval for the performance of their duties in 2024 to the members of the Supervisory Board, 11.9. adoption of the remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A.
11.10. to establish a long-term incentive program for key employees of the Group and to determine the rules for its implementation, and to authorize the Company’s Management Board to take measures to create a reserve capital for the acquisition of shares under the incentive program,
11.11. appointment of a member of the Supervisory Board of Budimex S.A,
11.12. amendments to par. 6 (1) of the Articles of Association of Budimex S.A. in connection with the introduction of the Polish Classification of Activities 2025 (PCA 2025).
11. Closure of the meeting.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 508
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: consideration and approval of the report on the activities of the Budimex Group and Budimex S.A.
for the year 2024 together with the sustainability report for 2024,

Pursuant to Article 395 § (2) item 1 in conjunction with Article 393 item 1 of the Commercial Companies Code and § 13(a) of the Company’s Articles of Association, the Annual General Meeting of Budimex S.A. decrees as follows:
§ 1 The report on the activities of the Budimex Group and the Company Budimex S.A. for the year 2024
together with the sustainability report is approved, after prior review.

§ 2 The resolution shall enter into force on the date of its adoption.
Appendices:
Appendix No. 1 – Report on the activities of the Budimex Group and Budimex S.A. for 2024 presented for inspection during the Annual General Meeting, published on 11 April 2025 in the annual report for 2024 and on the Budimex S.A. website.

draft
Resolution No. 509
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: consideration and approval of the financial statements of Budimex S.A. for the year ended 31 December 2024.

Pursuant to Article 395 § (2) item 1 in conjunction with Article 393 item 1 of the Commercial Companies Code and Article 53(1) of the Accounting Act, the Annual General Meeting of Budimex S.A. decrees as follows:

§ 1 The financial statements of the Company for the year ended 31 December 2024 are approved, having been subject to review. The financial statement comprise:
1. the statement of financial position as at 31 December 2024, which shows on the assets side as well as on the equity and liabilities side the amount 6.659.345 thousand zlotys
2. the profit and loss account for the period from 1 January 2024 to 31 December 2024, showing a net profit of 649.242 thousand zlotys
3. the statement of comprehensive income for the period from 1 January 2024 to 31 December 2024 showing a total comprehensive income of 647.266 thousand zlotys
4. the statement of changes in equity for the period from 1 January 2024 to 31 December 2024,
showing a decrease in equity in the amount of 263.903 thousand zlotys
5. the statement of cash flows for the period from 1 January 2024 to 31 December 2024, showing a
decrease in cash in the amount of 727.720 thousand zlotys
6. additional information and explanations.
The financial statements of Budimex SA for the year ended 31 December 2024 were audited by an
independent statutory auditor and positively reviewed by the Company’s Supervisory Board.

§ 2 The resolution shall enter into force on the date of its adoption.

Appendices:
Appendices – The financial statements of Budimex S.A. for the year ended 31 December 2024 and the
Audit Report on the annual financial statements of Budimex S.A. for the year ended 31 December
2024 presented for inspection during the Annual General Meeting, published on 11 of April of 2025 in
the annual report for 2024 and on the Budimex S.A. website.

draft
Resolution No. 510
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025
on: consideration and approval of the consolidated financial statements for the year ended 31
December 2024.

Pursuant to Art. 395 § 5 of the Commercial Companies Code and Art. 63c (4) of the Accounting Act of
29 September 1994, the Annual General Meeting of Budimex S.A. decrees as follows:

§ 1 The consolidated financial statements of the Budimex Group for the year ended 31 December
2024 are approved, having been subject to review. The consolidated financial statements comprise:
1. the consolidated statement of financial position as at 31 December 2024, which shows on the
assets side as well as on the equity and liabilities side the amount 7.816.330 thousand zlotys.
2. the consolidated profit and loss account for the period from 1 January 2024 to 31 December 2024,
showing a net profit of 623.609 thousand zlotys.
3. the consolidated statement of comprehensive income for the period from 1 January 2024 to 31
December 2024 showing a total comprehensive income of 620.325 thousand zlotys.
4. the consolidated statement of changes in equity for the period from 1 January 2024 to 31
December 2024, showing a decrease in equity in the amount of 286.981 thousand zlotys.
5. the consolidated statement of cash flows for the period from 1 January 2024 to 31 December 2024,
showing a decrease in cash in the amount of 711.571 thousand zlotys.
6. additional information and explanations.
The consolidated financial statements of the Budimex Group were audited by an independent
statutory auditor and positively reviewed by the Budimex S.A. Supervisory Board.

§ 2 The resolution shall enter into force on the date of its adoption.

Appendices:
The consolidated financial statements of Budimex Group for the year ended 31 December 2024 and
the Audit Report on the annual consolidated financial statements of Budimex Group for the year
ended 31 December 2024 presented for inspection during the Annual General Meeting, published on
11 April 2025 in the annual consolidated report for 2024 and on the Budimex S.A. website.

draft
Resolution No. 511
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: distribution of profit of 2024.

Pursuant to Article 395 § (2) item 2 of the Commercial Companies Code, the Annual General Meeting
of Budimex S.A. decrees as follows:

§ 1 The net profit for the period from 1 January 2024 to 31 December 2024 in the amount of
649.230.392,14 zlotys is resolved to allocate for the payment of dividend in the amount of 25,43 PLN
gross per share. The remaining part of the profit in the amount of 11.823,59 zlotys is decided to be
allocated to supplementary capital.

§ 2 1. The list of shareholders entitled to dividends for 2023 is established as at 05.06.2025 (dividend
day).
2. The dividend payment date is set at 13.06.2025.

§ 3 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 512 of the Annual General Meeting of Budimex S.A. of 29 May 2025
On: a vote of approval for the performance of the duties in year 2024 of the President of the
Management Board of Budimex S.A., Mr Artur Popko.
Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:
§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to the President of the
Management Board of Budimex S.A. – Mr Artur Popko for the period from 1 January 2024 to 31
December 2024.
§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 513
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Management Board – Mr Jacek Daniewski for the
performance of his duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to Member of the Management
Board of Budimex S.A. – Mr Jacek Daniewski for the period from 1 January 2024 to 31 December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 514
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025
On: a vote of approval for Member of the Management Board – Mr Marcin Weglowski for the performance
of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to Member of the Management
Board of Budimex S.A. – Mr Marcin Węgłowski for the period from 1 January 2024 to 31 December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 515
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025
On: a vote of approval for Member of the Management Board – Ms Anna Karys-Sosinska for the
performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:
§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to Member of the Management
Board of Budimex S.A. – Ms Anna Karyś- Sosińska for the period from 1 January 2024 to 31 December
2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 516
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Management Board – Mr Cezary Łysenko for the performance
of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:
§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to Member of the Management
Board of Budimex S.A. – Mr Cezary Łysenko for the period from 1 January 2024 to 31 December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 517
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: a vote of approval for Member of the Management Board – Mr Maciej Olek for the performance of
the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 Upon a positive evaluation of the Company’s activities in 2024, at the request of the Supervisory
Board, the vote of approval for the performance of his duties is granted to Member of the Management
Board of Budimex S.A. – Mr Maciej Olek for the period from 1 January 2024 to 31 December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 518
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: consideration and approval of the report on the activities of the Supervisory Board of Budimex
S.A. for the year 2024.
Pursuant to Art. 395 § (5) of the Commercial Companies Code, the Annual General Meeting of Budimex
S.A. decrees as follows:

§ 1 The report of the Supervisory Board of Budimex S.A. for the year 2024, attached as an appendix to
this resolution, is approved, subject to prior consideration.

§ 2 The resolution shall enter into force on the date of its adoption.

Appendices:
Budimex S.A. Supervisory Board Report for 2024.

draft
Resolution No. 519
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: assessment of the report of the Supervisory Board of Budimex S.A. on remuneration of the members
of the Management Board and the Supervisory Board of the Company.

Pursuant to Article 90g (6) of the Act on Public Offering, Conditions Governing the Introduction of
Financial Instruments to Organized Trading, and Public Companies, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The Annual General Meeting expresses a positive opinion on the report of the Supervisory Board of
Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board
of the Company, which is attached as an appendix to this resolution.

§ 2 The resolution shall enter into force on the date of its adoption.

Appendices:
Report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company together with the auditor’s assessment.

Resolution No. 520
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Ms Danuta Dąbrowska
for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of her duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Ms Danuta Dabrowska for the period from 1 January 2024 to 31 December
2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 521 Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Marek Michalowski
for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Marek Michałowski for the period from 1 January 2024 to 31 December
2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 522
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Juan Ignacio Gastón
Najarro for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Juan Ignacio Gastón Najarro for the period from 1 January 2024 to 31
December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 523
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Igor Adam Chalupec
for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Igor Adam Chalupec for the period from 1 January 2024 to 31 December
2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 524
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Janusz Dedo for the
performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Janusz Dedo for the period from 1 January 2024 to 31 December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 525
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Artur Kucharski for
the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting
of Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the
Supervisory Board of Budimex S.A. – Mr Artur Kucharski for the period from 1 January 2024 to 31
December 2024.
§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 526
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Ignacio Aitor Garcia
Bilbao for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code, the Annual General Meeting
of Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Ignacio Aitor Garcia Bilbao for the period from 1 January 2024 to 31
December 2024.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 527
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Mario Manuel
Menendez Montoya for the performance of the duties in year 2024.
Pursuant to Article 395 § (2) item 3 of the Commercial Companies Code the Annual General Meeting of
Budimex S.A. decrees as follows:

§ 1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Mr Mario Manuel Menendez Montoya for the period from 1 January 2024 to 31
December 2024.
§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 528
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Ms Silvia Rodríguez
Hueso for the performance of the duties in year 2024.

Pursuant to Article 395 § (2) item 3 of the Companies Code, the Annual General Meeting of Budimex
S.A. decrees as follows:

§ 1 The vote of approval for the performance of her duties is granted to the Member of the Supervisory
Board of Budimex S.A. – Ms Silvia Rodríguez Hueso for the period from 1 January 2024 to 31 December
2024.
§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 529
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: adoption of the remuneration policy for members of the Management and Supervisory Boards of
Budimex S.A.
Pursuant to Article 90e (4) of the Act on Public Offering, Conditions Governing the Introduction
of Financial Instruments to Organized Trading, and Public Companies, the Annual General Meeting of
Budimex S.A. decrees as follows:
§ 1 In connection with the intention to establish a long-term incentive program, the new wording
of the Remuneration Policy for Members of the Management and Supervisory Boards of Budimex S.A.
contained in the attachment to this resolution is adopted. The attachment constitutes an integral part
of this resolution.
§ 2 The resolution shall enter into force on the date of its adoption.

Appendixes:
Remuneration policy for members of the Management and Supervisory Boards of Budimex S.A.

draft

Resolution No. 530
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025
on: establishing a long-term incentive program for key employees of the Group and determination of
the rules for its implementation, and authorization to the Company’s Management Board to take
measures to create a reserve capital for the acquisition of shares under the incentive program,

Pursuant to Article 396 (4) and (5) and Article 345 (4) of the Commercial Companies Code as well as §
19 items 1 and 2 and § 21 of the Articles of Association , the Annual General Meeting of Budimex S.A.
decrees as follows:
§ 1Establishing Incentive Program
1. It is resolved to establish a long-term incentive program for key employees of the Company and its
group companies within the meaning of the Accounting Act, i.e. companies for which the Company
is a parent company within the meaning of Article 3, paragraph 1, item 37 of the Accounting Act
(respectively, the “Group” and the “Incentive Program”), constituting a system for rewarding
participants in the Incentive Program, i.e. members of the Company’s management board (the
“Management Board”) and selected key employees of the Company and Group companies and
members of the management boards of Group companies (collectively, the “Participants”). Under
the terms and conditions set forth in this Resolution, in particular as to the financing of the Incentive
Program with funds provided by the Company for this purpose (allocated for this purpose by the
Annual General Meeting of the Company pursuant to § 6 and 7 below), under the Incentive Program,
Participants shall be given the opportunity to acquire fully paid-up ordinary bearer shares of the
Company with a nominal value of PLN 5.00 (five zlotys) each (“Shares”), admitted to trading on the
regulated market operated by the Warsaw Stock Exchange. (“WSE”).
2. The purpose of the Incentive Program is to motivate key employees of the Company and the Group
by linking their interests to the Company’s goals and strategy in order to increase the Company’s
value in the long term and to maintain key employees’ commitment to the Company and the Group.
3. Participants in the Incentive Program are persons who are employed under an employment contract
with the Company or a Group company and receive benefits or other receivables from the Company
or a Group company under the titles specified in Article 12 of the Personal Income Tax Act of July
26, 1991.
§ 2Rules and organisation of the Incentive Program
1. The Incentive Program will be carried out according to the following rules:
(a) The Company, over the duration of the Incentive Program, will grant Participants conditional rights
to periodically purchase Company Shares through an investment company designated by the
Company;
(b) the acquisition of the Shares will be financed with funds from the reserve capital created specifically
for this purpose in accordance with Article 345 § 4 of the Commercial Companies Code.
2. The condition for the Participants to exercise their right to acquire the Shares is that the Company
obtains a satisfactory position – according to the Supervisory Board of the Company – of the Financial
Supervision Authority confirming the correctness of the Company’s interpretation of the applicable
legal regulations, according to which the implementation of the Incentive Program will not give rise
to a call obligation on the part of the Company’s parent company, i.e., Ferrovial Construction
International SE, as well as on the part of the Company, the Investment Company or any of the
Participants. In the event that the Company receives a contrary position from the Financial
Supervisory Commission or does not receive a position from the Financial Supervisory Commission
by the expiration of the time limit for the acquisition of Shares, as specified in the relevant
Regulations, variable remuneration in the form of cash may be awarded to Participants instead of
Shares.

§ 3 Duration of the Incentive Program
The Incentive Program will be implemented in one or more consecutive periods determined by the
Supervisory Board, each of which will last no less than three years and which may partially overlap
(rolling incentive program).
§ 4Participants of the Incentive Program
1. Persons eligible to participate in the Incentive Program may be only those who meet the conditions
set forth in § 1 sec. 1 and sec. 3 and have obtained the status of Participant as a result of
identification carried out by the Management Board (with respect to Participants other than members
of the Management Board) and the Supervisory Board (with respect to Participants who are members
of the Management Board), in accordance with regulations adopted by the Supervisory Board with
respect to Participants who are members of the Management Board and by the Management Board with the approval of the Supervisory Board with respect to Participants other than members of the Management Board, which will set forth the detailed procedure and conditions for implementing the Incentive Program, taking into account the assumptions set forth in this Resolution (the “Regulations”).
2. Members of the Company’s Supervisory Board are not eligible to participate in the Incentive Program.
§ 5Conditions for granting the right to acquire Shares
1. The detailed terms and conditions for granting Participants the right to acquire Shares will be
determined by the Supervisory Board in the Regulations, which will specify in particular:
(a) group or individual targets (Key Performance Indicators, or KPIs), either financial or
non-financial in nature, which should contribute to the business strategy, long-term
interests and stability of the Company and the Group; these targets may be set based
in particular on the following criteria: (i) EBIT, (ii) Activity Cash Flow, and (iii) ESG;
(b) events causing loss of the right to acquire Shares (so called „
Good Leaver” and “Bad Leaver”).
2. The Supervisory Board has the authority to specify each objective and determine how each
objective is to be verified.
§ 6Maximum number of Shares
1. The total maximum number of Shares that Participants will be entitled to acquire under the Incentive
Program is 255,300 (two hundred and fifty-five thousand three hundred) Shares, representing 1%
of the Company’s share capital as of the date of this resolution.
2. The total maximum number of Shares that Participants will be entitled to acquire during a given
incentive period will be determined by the Supervisory Board prior to the commencement of a given
incentive period, provided that the total maximum number of Shares for the first incentive period
will be determined by the Supervisory Board after the Regulations are adopted.
3. Shares will be purchased by Participants through an investment firm selected for this purpose. At no
stage of the Incentive Program will the Shares be owned or held by the Company and will be credited
to the Participants’ securities accounts (investment accounts).
§ 7Financing of the acquisition of Shares – reserve capital
1. In order to implement the Incentive Program in accordance with the provisions of Articles 396 § 4
and 5 and Article 345 § 4 of the Commercial Companies Code, the AnnualGeneral Meeting resolves
to establish a reserve capital in the future for the purpose of financing the acquisition of Shares by
the Participants together with the costs of their acquisition from the amount that, pursuant to Article
348 § 1 of the Commercial Companies Code may be allocated for distribution among shareholders,
the amount of which shall correspond to the amount needed to finance the acquisition of the Shares
referred to in § 6 Section 1 above (the “Reserve Capital”), provided that the amount of the Reserve
Capital shall not exceed the sum of: (i) the amount equal to the product of the maximum number of
Shares referred to in § 6 Section 1 above and the maximum price of the Shares as determined by
the Supervisory Board, and (ii) the amount of the brokerage costs of the investment firm, with the
entire amount increased by 5%. To this end, the Annual General Meeting authorizes the Management
Board to take all actions to establish the Reserve Capital, including, in particular, to convene a
General Meeting to adopt appropriate resolutions on the establishment of the Reserve Capital and
to prepare and submit to the General Meeting draft resolutions on the establishment of the Reserve
Capital.
2. The General Meeting resolves to allocate funds in the fiscal years 2026, 2027 and 2028, which
together will correspond to the value of the Reserve Capital, from the amount that, according to Art.
348 § 1 of the Commercial Companies Code will be available for distribution to shareholders.
3. The General Meeting of Shareholders authorizes the Board of Directors to take all actions during the
term of the Incentive Program to provide the Company’s reserve capitals in an amount that will allow
the creation of the Reserve Capital necessary to finance the acquisition of Shares by the Participants
together with the costs of their acquisition, in particular to recommend to the General Meeting of
Shareholders to retain an appropriate portion of the Company’s profit earned in subsequent fiscal
years.
§ 8 Executive authorizations
1. In connection with the implementation of the Incentive Program, the Management Board and the
Supervisory Board are authorized to take all actual and legal actions necessary to implement this
resolution and to perform all legal and actual actions necessary to implement and carry out the
Incentive Program, including, in particular, to adopt the Regulations in accordance with the principles
set forth in § 4(1) above and to take all actions described in the Regulations. 2. In connection with the implementation of the Incentive Program, the Management Board is
authorized to enter into an agreement with the selected investment firm for the operation of the
Incentive Program.
§ 9 Final provisions
1. The resolution shall enter into force on the date of its adoption.
2. The implementation of the Incentive Program is subject to the adoption of the Regulations for the
respective period of the Incentive Program.

draft

Resolution No. 531
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

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

Pursuant to Art. 385 (1) of the Commercial Companies Code as well as § 13 item g) of the Articles of
Association, the Annual General Meeting of Budimex S.A. decrees as follows:

§ 1 Mr/Ms …………………… is appointed to the Supervisory Board of Budimex S.A. for the eleventh joint
term.

§ 2 The resolution shall enter into force on the date of its adoption.

draft
Resolution No. 532
Resolution of the Annual General Meeting of Budimex S.A.
of 29 May 2025

on: modification of section 6 item 1 of the Articles of Association of Budimex S.A. in connection with the
introduction of the Polish Classification of Activities 2025 (PCA 2025).

Pursuant to Article 430 and Article 380 (1) § 5 of the Commercial Companies Code as well as § 13 item
r) of the Articles of Association of the Company, the Annual General Meeting of Budimex S.A. decrees
as follows:

§ 1 In connection with the introduction of the Polish Classification of Activities 2025 (PCA 2025), the §
6 item 1 of the Articles of Association receives the following wording:
„The objects of the Company´s activities comprise:
1/ Logging (PCA 02.20),
2/ Quarrying of stone, sand and clay (PCA 08.1),
3/ Service activities supporting other mining and quarrying (PCA 09.9),
4/ Manufacture of products from wood, cork, straw and materials used for weaving (PCA 16.2),
5/ Manufacturing of plastic doors and windows (PCA 22.23.),
6/ Manufacturing of products for the construction industry from plastics (PCA 22.24.),
7/ Processing and finishing of plastic products (PCA 22.25.),
8/ Manufacturing of other products from concrete, cement and plaster (PCA 23.66.),
9/ Manufacturing of bricks, tiles and building materials, from baked clay (PCA 23.32.),
10/ Manufacturing of cement, lime and plaster (PCA 23.5),
11/ Manufacturing of products from concrete, cement and plaster (PCA 23.6.),
12/ Manufacturing of structural metal elements (PCA 25.1),
13/ Processing of metals and application of coatings on metals; mechanical processing of metal
elements (PCA 25.5), 14/ Manufacturing of other finished metal products (PCA 25.9),
15/ Manufacturing of other general purpose machinery not elsewhere classified (PCA 28.29),
16/ Manufacturing of metal forming machines and machine tools for metal (PCA 28.41.),
17/ Manufacturing of other special purpose machinery (PCA 28.9),
18/ Repair and maintenance of finished metal products, machinery and equipment (PCA 33.1),
19/ Installation of industrial machinery, equipment and appliances (PCA 33.2),
20/ Sewage collection and treatment (PCA 37.0),
21/ Collection of waste (PCA 38.1),
22/ Waste-related recovery (PCA 38.2),
23/ Disposal of waste without recovery (PCA 38.3),
24/ Activities related to reclamation and other service activities related to waste management
(PCA 39.0),
25/ Construction work for erection of residential buildings (PCA 41.00.A),
26/ Construction work for erection of non-residential buildings (PCA 41.00.B),
27/ Works related to the construction of roads and railways (PCA 42.1),
28/ Works related to the construction of pipelines, telecommunication and electric power lines
(PCA 42.2),
29/ Works related to the construction of other civil engineering objects (PCA 42.9),
30/ Demolition and site preparation for construction (PCA 43.1),
31/ Installation of electrical, water and sewage and other construction installations (PCA 43.2),
32/ Finishing construction works (PCA 43.3),
33/ Specialized construction works in the field of building erection (PCA 43.4),
34/ Specialized construction activities in the area of civil engineering (including hydraulic
engineering) (PCA 43.5),
35/ Intermediary services in the area of specialized construction services (PCA 43.6),
36/ Other specialized construction activities (PCA 43.9),
37/ Other specialized wholesale (PCA 46.8),
38/ Road freight transportation and relocation services (PCA 49.4),
39/ Transport support services (PCA 52.2),
40/ Transportation agency services (PCA 52.3),
41/ Hotels and similar accommodation (PCA 55.1),
42/ Telecommunications (PCA 61),
43/ Other telecommunications (PCA 61.9),
44/ Computer programming, consultancy and related activities (PCA 62),
45/ Activities of holding companies and companies that acquire financing for other entities (PCA
64.2),
46/ Other financial service activities, except insurance and pension funding (PCA 64.9),
47/ Buying and selling of own real estate (PCA 68.11.),
48/ Execution of projects related to the erection of residential buildings (PCA 68.12.A),
49/ Execution of construction projects related to the erection of non-residential buildings (PCA
68.12.B),
50/ Execution of other construction projects (PCA 68.12.C),
51/ Other accommodation (PCA 55.90.),
52/ Rental and management of own or leased real estate (PCA 68.20.Z),
53/ Real estate services on a fee or contract basis (PCA 68.3),
54/ Accounting, bookkeeping and tax consultancy (PCA 69.20),
55/ Activities of head offices (PCA 70.10),
56/ Business and other management consultancy activities (PCA 70.20),8/
57/ Architectural and engineering activities and related technical consultancy (PCA 71.1),
58/ Technical testing and analysis (PCA 71.2),
59/ Scientific research and development in the natural and technical sciences (PCA 72.1),
60/ Market research and public opinion polling (PCA 73.2),
61/ Public relations and communication activities (PCA 73.3),
62/ Specialized design activities (PCA 74.1),
63/ Other professional, scientific and technical activities not elsewhere classified (PCA 74.9),
64/ Rental and leasing of other machinery, equipment and tangible goods (PCA 77.3),
65/ Rental and leasing of motor vehicles (PCA 77.1),
66/ Leasing of intellectual property and similar products, excluding copyrighted works (PCA 77.4),
67/ Activities related to job searching and recruitment (PCA 78.1),
68/ Security activities, not classified elsewhere (PCA 80.09.Z),
69/ Service activities related to the maintenance of buildings and the development of green
areas (PCA 81),
70/ Activities related to administrative office support, including support activities (PCA 82.1),
71/ Other forms of education (PCA 85.5),
72/ Education support activities (85.6),
73/ Repair and maintenance of computers and (tele)communications equipment (PCA 95.1).

§ 2 In connection with the amendments to the Articles of Association introduced in § 1 of this resolution,
the consolidated text of the Articles of Association incorporating these amendments, which is included
in the appendix to this resolution, is hereby adopted. The attachment constitutes an integral part of this
resolution.
§ 3 The resolution shall enter into force on the date of registration in the National Court Register of the
amendments to the Articles of Association introduced on the basis of this resolution.
Appendixes:
Consolidated text of the Articles of Association of Budimex S.A.