The Management Board of Budimex S.A. with its registered office in Warsaw (01-204 Warsaw), 9 Siedmiogrodzka Street, a company entered into the register of entrepreneurs kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Division of the National Court Register under number 1764, with a share capital of PLN 127,650,490, paid in full, NIP [Tax Number] 526 10 03 187, hereby convenes the Annual General Meeting (hereinafter referred to as the AGM) for 27 May 2026 at 10.00 a.m. at the Company’s registered office in Warsaw at 9 Siedmiogrodzka Street (3rd floor, room 3.01, part of the building to the left of the reception). The agenda is as follows:

1. Opening of the Annual General Meeting.
2. Election of the Chairperson of the Annual General Meeting.
3. Confirmation of the correctness of the convening of the Annual General Meeting and its ability to adopt resolutions.
4. Election of the Ballot-counting Committee.
5. Adoption of the agenda.
6. Presentation and examination of the report on the activities of the Budimex Group and Budimex S.A. together with the sustainability report for 2025, the financial statements of Budimex S.A. for the year ended 31 December 2025 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2025 and the consolidated financial statements of the Budimex Group for the year ended 31 December 2025 together with the report on the audit of the consolidated financial statements for the year ended 31 December 2025.
7. Presentation of the Supervisory Board’s report on the remuneration of members of the Management Board and the Supervisory Board for 2025.
8. Presentation and examination of the report of the Supervisory Board of Budimex S.A.,
9. Adoption of resolutions on:
9.1 examination and approval of the report on the activities of the Budimex Group ‎and Budimex S.A. together with the sustainability report for 2025,
9.2 examination and approval of the financial statements of Budimex S.A. for the ‎year ended 31 December 2025,
9.3 ‎examination and approval of the consolidated financial statements of the ‎Budimex Group for the year ended 31 December 2025, ‎‎
9.4 ‎distribution of profit for 2025, ‎‎
9.5 ‎approval of the performance of the members of the Management Board of ‎Budimex S.A. in 2025,‎‎
9.6 approval of the addition to the composition of the Supervisory Board of ‎Budimex S.A., which took place on 4 February 2026 by co-opting, in ‎accordance with par. 16 section 3 of the company’s Articles of Association, of ‎a new member of the Supervisory Board, Mr Jacek Socha, in connection with ‎the resignation of Mr. Janusz Dedo, ‎‎
9.7 ‎examination and approval of the report on the activities of the Supervisory ‎Board of Budimex S.A. for 2025, ‎‎
9.8 giving an opinion on the report of the Supervisory Board of Budimex S.A. on ‎the remuneration of members of the Management Board and the Supervisory ‎Board of the Company, ‎‎
9.9 approval of the performance in 2025 of the members of the Supervisory ‎Board, ‎‎‎
9.10 appointment of the Supervisory Board of Budimex S.A. for the twelfth ‎term of office.
10. Closing the meeting

Acting pursuant to Article 402 [2] of the Code of Commercial Partnerships and Companies, the Management Board of Budimex S.A. hereby informs the shareholders about the procedures that will be applied in connection with the AGM with regard to participation in the AGM and the exercise of voting rights:

1. The right of a shareholder to request that certain matters be placed on the agenda of the AGM:

A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain matters be placed on the agenda of the AGM. The request should be submitted to the Management Board no later than twenty-one days before the scheduled date of the AGM. 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 (address: Budimex S.A., 9 Siedmiogrodzka Street, 01-204 Warsaw) or in electronic form to the e-mail address walnezgromadzenie@budimex.pl

The request should be accompanied by documents confirming the right to submit it, which means that the shareholder or shareholders referred to in the first paragraph of this point should prove that they hold an appropriate number of shares as of the date of submission of the request by attaching, for example, a personal certificate of deposit. In the case of natural persons, a copy of the shareholder’s identification document (a copy of an identity card, passport or other document allowing to identify the shareholder) must be attached. In the case of entities other than natural persons, an excerpt from the relevant register must be attached.

The Management Board shall immediately, but no later than eighteen days before the scheduled date of the AGM, announce changes to the agenda made at the request of shareholders on the website and in the form of a current report.

Pursuant to Rule 4.6, second sentence of the Best Practices for WSE Listed Companies 2021 (“BPLC 2021”), the Management Board will ask the shareholder(s) to provide a justification for the proposed resolution, unless they have previously submitted it.

2. The right of a shareholder to submit draft resolutions concerning matters included in the agenda of the AGM or matters to be included in the agenda before the date of the AGM:

A shareholder or shareholders representing at least one-twentieth of the share capital, before the date of the AGM, may submit to the Company in writing to its registered office (address: Budimex S.A., 9 Siedmiogrodzka Street, 01-204 Warsaw) or by means of electronic communication (e-mail address walnezgromadzenie@budimex.pl) draft resolutions concerning matters included in the agenda of the AGM or matters to be included in the agenda. The Company will immediately publish draft resolutions on its website.

Draft resolutions should be accompanied by documents confirming the right of the shareholder or shareholders to submit the above-mentioned drafts, which means that the shareholder or shareholders referred to in the first paragraph of this point should demonstrate that they hold an appropriate number of shares as of the date of submission of the request by attaching, for example, a personal certificate of deposit. In the case of natural persons, a copy of the shareholder’s identification document (a copy of an identity card, passport or other document allowing to identify the shareholder) must be attached. In the case of entities other than natural persons, an excerpt from the relevant register must be attached.

Pursuant to rules 4.6 and 4.8 of the BPLC 2021, the draft resolution together with the justification for the matters included in the agenda should be presented by the shareholder/shareholders no later than 3 days before the date of the AGM in order to make it easier for shareholders participating in the AGM to vote on resolutions with due diligence.

3. The right of a shareholder to submit draft resolutions concerning matters included in the agenda during the AGM:

Each of the shareholders may submit draft resolutions concerning matters included in the agenda during the AGM.

4. The manner of exercising the right to vote by the proxy, including in particular the forms used during voting by the proxy, and the manner of notifying the Company by means of electronic communication about the appointment of the proxy:

A shareholder will be able to participate in the AGM and exercise the right to vote in person (in this case, natural persons should present documents confirming their identity, e.g. an identity card, passport; representatives of shareholders other than natural persons should present current excerpts from the relevant registers listing the persons authorised to represent these entities who will appear at the AGM as representatives of these shareholders) or by proxy.

A proxy at the AGM may be, in particular, a member of the Management Board, a member of the Supervisory Board, an employee of Budimex S.A. or a member of the bodies or an employee of a subsidiary of Budimex S.A. In such a case, the power of attorney may authorise representation at only one general meeting and the granting of further power of attorney is excluded. The proxy is obliged to disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. Such a proxy votes in accordance with the instructions given by the shareholder.

A shareholder may not vote either personally or by proxy when adopting resolutions concerning their liability to the company on any grounds, including granting discharge, release from liability to the Company and a dispute between them and the Company. A shareholder may vote as a proxy when adopting resolutions concerning them, referred to in the previous sentence. In such a case, the rules described in the previous paragraph shall apply accordingly.

The proxy exercises all the rights of a shareholder at the AGM, unless otherwise results from the content of the power of attorney.

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

A proxy may represent more than one shareholder and vote differently from each shareholder’s shares.

A shareholder holding shares registered in an omnibus account may appoint separate proxies to exercise the rights attached to the shares recorded in this account.

A shareholder holding shares in more than one securities account may appoint separate proxies to exercise rights attached to shares registered in each of the accounts.

A power of attorney to participate in the AGM and exercise the right to vote must be granted in writing or in electronic form by sending a power of attorney to the e-mail address walnezgromadzenie@budimex.pl

In the case of granting a power of attorney in writing, the proxy should present the original power of attorney before the beginning of the AGM, together with documents confirming the right of the persons signing the power of attorney to grant it and, in the case of a sequence of powers of attorney, together with documents confirming the right of the signatories of the powers of attorney to grant further powers of attorney (e.g. copies from the relevant registers, identity documents, subsequent powers of attorney).

Granting a power of attorney in electronic form does not require a qualified electronic signature.

The power of attorney in electronic form should be formulated in a separate document signed by the shareholder or a person authorised to represent the shareholder, sent as an attachment in PDF format not secured with a password to the e-mail address walnezgromadzenie@budimex.pl It is obligatory to send documents confirming the right of a given shareholder to participate in the AGM together with the electronic power of attorney, as well as relevant documents confirming the right of the person signing the power of attorney to represent the shareholder (identity card, passport, current excerpt from the relevant register, a sequence of powers of attorney – as in the case of a power of attorney granted in writing – the rules described above). The notification of granting a power of attorney should include the shareholder’s telephone number and e-mail address, as well as the telephone number and e-mail address of the proxy, through which Budimex S.A. will be able to communicate with the shareholder and the proxy.

In accordance with Article 412[1] § 5 of the Code of Commercial Partnerships and Companies, Budimex S.A. will take appropriate measures to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. Consequently, before sending the power of attorney in electronic form to the address indicated above, the shareholders of Budimex S.A. should take actions in accordance with point 14 below, and in addition, the power of attorney sent in electronic form must be delivered to the above-mentioned e-mail address no later than 26 May 2026 at 3:00 p.m. (i.e. be in the inbox of Budimex S.A.).

The above rules on granting a power of attorney in writing or in electronic form apply accordingly in the event of a revocation of a power of attorney.

Sending the above-mentioned documents to the above-mentioned e-mail address does not exempt the proxy from the obligation to present documents for their identification when drawing up the list of shareholders entitled to participate in the AGM.

Budimex S.A. reserves that in the event of doubt, it may require the presentation of the originals of the documents in question or copies thereof certified by a notary or other entity authorised to certify compliance with the original before the start of the Annual General Meeting. If they are not presented, the proxy may not be allowed to participate in the AGM.

The forms referred to in Article 402 [2] point 2 letter d of the Code of Commercial Partnerships and Companies are available on the Company’s website in the ‘About Us’, ‘Corporate Governance’, ‘General Meeting – 2026’ section from the date of convening the AGM. Budimex S.A. is not obliged to control whether the proxies exercise their voting rights in accordance with the instructions they received from their shareholder principals, including those contained in the above forms.

5. In accordance with Article 402[2] points 2 (e) – (g) of the CCPC in conjunction with Article 406[5] § 1 of the CCPC and Article 411[1] § 1 of the CCPC, the Management Board of Budimex S.A. informs that it will not be possible: (i) to participate in the AGM by means of electronic communication, in particular it will not be possible to communicate bilaterally in real time during the General Meeting, when staying in a place other than the place of the AGM, and it will not be possible to exercise the right to vote in person or by proxy before or during the General Meeting by means of electronic communication, (ii) exercise the right to vote by correspondence (the Rules of Procedure of the General Meeting of Budimex S.A. do not provide for the possibility of casting votes at the General Meeting by correspondence).

6. The 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 included in the agenda of the AGM.

A shareholder’s question including a request for information concerning the Company may be presented during the AGM if such a request is justified for the assessment of the matter covered by the agenda. The Management Board of the Company may provide information in writing outside the AGM if there are important reasons for doing so, under the condition that the information is provided no later than within two weeks from the date of submission of the request during the AGM.

An answer is deemed to have been given if the relevant information is available on the Company’s website in a place reserved for questions asked by shareholders and answers given to them.

The Management Board refuses to provide information if it could cause damage to the Company, its related company or subsidiary, in particular by revealing technical, commercial or organisational secrets of the company.
A member of the Management Board may refuse to provide information if the provision of information could constitute the basis for their criminal, civil or administrative liability.

7. Voting on resolutions adopted at the AGM will take place using wireless remote controls. Persons entitled to participate in the AGM are asked to register and pick up the remote controls for voting directly in front of the meeting room one hour before the start of the meeting.

8. The date of 11 May 2026 is the date of registration of participation in the AGM (the “Registration Day”). Only persons who are shareholders of Budimex S.A. on the Registration Date have the right to participate in the AGM (Article 406 [1], paragraph 1 of the CCPC). The date of registration of participation in the General Meeting is uniform for holders of bearer shares and registered shares. Pledgees and users entitled to vote are entitled to attend the Annual General Meeting provided that the creation of a limited property right in their favour is registered in the securities account on the date of registration of attendance at the Annual General Meeting.

9. At the request of the holder of the shares of Budimex S.A. and the pledgee or user entitled to vote, submitted no earlier than after the announcement of the convening of the AGM and no later than on the first working day after the Registration Date, the entity maintaining the securities account shall issue a personal certificate of the right to participate in the AGM. At the request of the shareholder, pledgee or user, the content of the certificate should indicate a part or all shares registered in the securities account. The certificate includes:
‎1) the corporate name (name), registered office, address and stamp of the issuer and the ‎certificate number;‎‎
2) the number of shares;
3) a separate share designation (code) as referred to in Article 55 of the Act on Trading in ‎Financial Instruments of 29 July 2005;‎‎
4) the corporate name, registered office and address of Budimex S.A;‎‎
5) the nominal value of shares;
6) first and last name or corporate name (name) of the share beneficiary, pledgee or user;‎‎
7) registered office (place of residence) and address of the share beneficiary, pledgee or user;‎‎
8) the purpose for which the certificate was issued;‎‎
9) a reference to who has the right to vote in relation to the shares;‎‎
10) date and place of issue of the certificate;‎‎
11) the signature of the person authorised to issue the certificate.‎‎

10. The list of shareholders entitled to participate in the AGM will be displayed for ‎shareholders inspection three business days before the AGM at the registered office of ‎Budimex S.A. in Warsaw at Siedmiogrodzka 9, floor 8, room 8.08 (Friday from 9.00 a.m. to 2.00 p.m., Monday-Tuesday from 9.00 am to 4.00 pm). A ‎shareholder may request that the list of shareholders be sent to them free of charge to ‎the address for e-delivery or by e- mail, stating the address to which the list should be ‎sent. Shareholders are advised to collect the issued certificate of the right to participate in ‎the AGM and to check whether the shareholder is included in the list of shareholders entitled to participate in the ‎AGM.‎‎

11. The full text of the documentation to be presented at the AGM and draft resolutions are ‎available to persons entitled to participate in the AGM from the date of the announcement ‎of the convocation of the AGM at the registered office of Budimex S.A. in Warsaw at ‎Siedmiogrodzka 9, floor 8, room 8.08, from Monday to Thursday from 9.00 am to 4.00 pm, ‎on Friday from 9.00 am to 2.00 pm, as well as on the Company’s website ‎‎(www.budimex.pl in particular in the section ‘About us’, ‘Corporate Governance’, ‘General Meeting ‎of Budimex S.A. – 2026/\’).‎

12. The address of the website where information concerning the AGM is made available is ‎www.budimex.pl.‎‎

13. The proceedings of the AGM will be broadcasted using the Internet at the special ‎address indicated on the Budimex S.A. website. (www.budimex.pl).‎‎

14. In all the aforementioned cases, before a shareholder uses the e-mail address walnezgromadzenie@budimex.pl in ‎connection with the AGM,

the shareholder shall deliver to the Company at its registered office in Warsaw, ‎ Siedmiogrodzka 9, a statement bearing their own signature or the signature of a person ‎authorised to represent the shareholder, indicating the e-mail address from which ‎messages will be sent to the above-mentioned Company e-mail address.
It is obligatory to ‎deliver documents confirming that one is in fact a shareholder of the Company, as well as ‎relevant documents (current excerpt from the appropriate register) confirming the right of ‎the person signing the statement to represent the shareholder.
In the event of a breach of ‎the obligation referred to in this item 14, messages and statements sent to the ‎aforementioned e-mail address of Budimex S.A. will not be taken into account.‎
Documents sent to the aforementioned e-mail address should be sent in pdf format in ‎Polish or with a sworn translation into Polish.
The risk of using the above-mentioned ‎electronic form of communication lies with the shareholder.‎‎
15. Information on the processing of personal data is available on the Budimex S.A. website (www.budimex.pl) in the section ‘Business Partners’, ‘Information Security and Personal Data Protection’, ‘GDPR’, ‘Information Obligations for General Meeting Participants’ or as a PDF file in the section ‘About Us’, ‘Corporate Governance’ ‘General Meeting – 2026’ item ‘Disclosure Obligation of Budimex S.A.’

Management Board of Budimex S.A.