Draft resolutions of the Annual General Meeting of Budimex S.A. for 2025
Drafts resolutions of the Annual General Meeting of Budimex S.A. for 2025 convened for May 27, 2026
draft
Resolution of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: 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 the Chairperson of the Annual General Meeting.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: election of the Ballot Counting Committee
The Annual General Meeting of Budimex S.A. adopts the following resolution:
§1.
The Annual General Meeting appoints the Ballot-counting Committee composed of:
1) Ms/Mr…………………………,
2) Ms/Mr………………………….
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: adoption of the agenda
The Annual General Meeting of Budimex S.A. adopts the following resolution:
§1.
The Annual General Meeting of Budimex S.A. adopts the following agenda:
1) Opening of the Annual General Meeting.
2) Election of the Chairperson of the Annual General Meeting.
3) Confirmation of the proper convening of the Annual General Meeting and its capacity 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, of the financial statements of Budimex S.A. for the year ended 31 December 2025 together with the audit report on the annual financial statements of Budimex S.A. for the year ended 31 December 2025, of the consolidated financial statements of the Budimex Group for the year ended 31 December 2025 together with the audit report on the annual 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 concerning:
9.1 examination and approval of the report on the activities of the Budimex Group and Budimex S.A. for 2025 together with the sustainability report,
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 of the members of the Supervisory Board in 2025,
9.10 appointment of the Supervisory Board of Budimex S.A. for the twelfth term of office.
10) Closing of the meeting.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 535
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: examination and approval of the report on the activities of the Budimex Group and Budimex S.A. together with the sustainability report for 2025
Pursuant to Article 395 §2(1) in conjunction with Article 393(1) of the Code of Commercial Partnerships and Companies, and §13(a) of the Company’s Articles of Association, the Annual General Meeting hereby resolves as follows:
§1.
The report on the activities of the Budimex Group and Budimex S.A., together with the sustainability report for 2025, is hereby approved following prior examination.
§2.
The resolution enters into force on the day of its adoption.
Appendices:
The report on the activities of the Budimex Group and Budimex S.A. together with the sustainability report for 2025, presented for inspection during the Annual General Meeting, published on 27 March 2026 in the annual report for 2025 and on the website of Budimex S.A.
draft
Resolution No. 536
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: examination and approval of the financial statements of Budimex S.A. for the year ended 31 December 2025
Pursuant to Article 395 §2(1) in conjunction with Article 393(1) of the Code of Commercial Partnerships and Companies, and Article 53(1) of the Accounting Act of 29 September 1994, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
The Company’s financial statements for the year ended 31 December 2025 are hereby approved following prior examination. The financial statements include:
1) statement of financial position prepared as of 31 December 2025, which on the assets side, as well as equity and liabilities, shows an amount of PLN 7.002.548 thousand,
2) profit and loss account for the period from 1 January 2025 to 31 December 2025, showing a net profit of PLN 827.695 thousand,
3) statement of comprehensive income for the period from 1 January 2025 to 31 December 2025, showing total comprehensive income in the amount of PLN 826.902 thousand,
4) statement of changes in equity for the period from 1 January 2025 to 31 December 2025, showing a increase in equity in the amount of PLN 183.265 thousand,
5) cash flow statement for the period from 1 January 2025 to 31 December 2025, showing a decrease in cash and cash equivalents in the amount of PLN 166.643 thousand,
6) notes to the financial statements.
The financial statements of Budimex SA for the year ended 31 December 2025 were audited by an independent statutory auditor and positively reviewed by the Company’s Supervisory Board.
§2.
The resolution enters into force on the day of its adoption.
Appendices:
The financial statements of Budimex S.A. for the year ended 31 December 2025 and the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2025 presented for inspection during the Annual General Meeting, published on 27 March 2026 in the annual report for 2025 and on the website of Budimex S.A.
draft
Resolution No. 537
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: examination and approval of the consolidated financial statements for the year ended 31 December 2025
Pursuant to Article 395 § 5 of the Code of Commercial Partnerships and Companies, and Article 63c(4) of the Accounting Act of 29 September 1994, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
The consolidated financial statements of the Budimex Group for the year ended 31 December 2025 are hereby approved following prior examination. The consolidated financial statements include:
1) consolidated statement of financial position prepared as of 31 December 2025, which on the assets side, as well as equity and liabilities, shows an amount of PLN 8.155.329 thousand,
2) consolidated profit and loss account for the period from 1 January 2025 to 31 December 2025, showing a net profit of PLN 750.948 thousand,
3) consolidated statement of comprehensive income for the period from 1 January 2025 to 31 December 2025, showing total comprehensive income in the amount of PLN 750.346,
4) consolidated statement of changes in equity for the period from 1 January 2025 to 31 December 2025, showing a increase in equity in the amount of PLN 105.626 thousand,
5) consolidated cash flow statement for the period from 1 January 2025 to 31 December 2025, showing a decrease in cash and cash equivalents in the amount of PLN 305.748 thaousand,
6) notes to the financial statements.
The consolidated financial statements of the Budimex Group for the year ended 31 December 2025 were audited by an independent statutory auditor and positively reviewed by the Company’s Supervisory Board.
§2.
The resolution enters into force on the day of its adoption.
Appendices:
The consolidated financial statements of the Budimex Group for the year ended 31 December 2025 and the report on the audit of the consolidated annual financial statements of the Budimex Group for the year ended 31 December 2025 presented for inspection during the Annual General Meeting, published on 27 March 2026 in the annual report for 2025 and on the website of Budimex S.A.
draft
Resolution No. 538
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: distribution of profit for 2025
Pursuant to Article 395 § 2(2) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby resolve that the net profit for the period from 1 January 2025 to 31 December 2025 in the amount of PLN 827.685.777,16 will be allocated to dividend in the gross amount of PLN 32,42 per share. The remaining part of the profit in the amount of PLN 8.775,84 is decided to be allocated to the reserve capital.
§2.
1. The list of shareholders entitled to the 2025 dividend shall be determined as of 03.06.2026 (dividend record date).
2. The dividend payment date is set for 10.06.2026.
§3.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 539
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Mr Artur Popko, President of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Mr Artur Popko, President of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 540
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Mr Jacek Daniewski, Member of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No 541
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Mr Marcin Węgłowski, Member of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 542
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Ms Anna Karyś-Sosińska, Member of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Ms Anna Karyś-Sosińska, Member of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 543
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Mr Cezary Łysenko, Member of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Mr Cezary Łysenko, Member of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No 544
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: approval of the performance of Mr Maciej Olek, Member of the Management Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
Positively assessing the Company’s operations in 2025, at the request of the Supervisory Board, we hereby approve the performance of Mr Maciej Olek, Member of the Management Board, in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 545
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: 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
Pursuant to Article 395 § 5 of the Code of Commercial Partnerships and Companies and §16 section 3 of the Company’s Articles of Association, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
In connection with the resignation of Mr Janusz Dedo from the Supervisory Board of Budimex S.A. and the addition to the composition of the Supervisory Board for the eleventh term of office, made by the Supervisory Board by Resolution No. 469 of 4 February 2026, the co-optation of Mr Jacek Socha to the composition of the Supervisory Board is approved.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 546
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: examination and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2025,
Pursuant to Article 395 § 5 of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the report on the activities of the Supervisory Board of Budimex S.A. for 2025 following its prior examination.
§2.
The resolution enters into force on the day of its adoption.
Appendices:
The report on the activities of the Supervisory Board of Budimex S.A. for 2025
draft
Resolution No. 547
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: 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
Pursuant to Article 90g of the Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Listed Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
The Annual General Meeting gives a positive opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and the Supervisory Board of the Company, which is attached to this resolution.
§2.
The resolution enters into force on the day of its adoption.
Appendices:
The report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board together with the statutory auditor’s assessment
draft
Resolution No. 548
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Ms Danuta Dąbrowska, Member of the Supervisory Board, in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Ms Danuta Dąbrowska, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 549
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 550
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Juan Ignacio Gaston Najarro, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 551
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Adam Chalupec, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Adam Chalupec, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 552
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Artur Kucharski, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Artur Kucharski, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 553
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 554
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Mario Manuel Menendez Montoya, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Mario Manuel Menendez Montoya, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 555
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Ms Silvia Rodriguez Hueso, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Ms Silvia Rodriguez Hueso, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 556
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Angel Luis Sanchez Gil, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Angel Luis Sanchez Gil, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 31 December 2025.
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No. 557
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: the approval of the performance of Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., in 2025
Pursuant to Article 395 § 2(3) of the Code of Commercial Partnerships and Companies, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby approve the performance of Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., in the period from 1 January 2025 to 29 December 2025 (last day of service due to resignation).
§2.
The resolution enters into force on the day of its adoption.
draft
Resolution No 558 – …
of the Annual General Meeting of Budimex S.A.
of May 27, 2026
concerning: appointment of a member of the Supervisory Board of Budimex S.A. for the twelfth term of office
Pursuant to Article 385 § 1 of the Code of Commercial Partnerships and Companies and § 13(g) of the Articles of Association of Budimex S.A., in connection with the expiry of the mandates of the members of the Supervisory Board of Budimex S.A. of the eleventh term of office, the Annual General Meeting of Budimex S.A. resolves as follows:
§1.
We hereby appoint Ms/Mr ……………………………………….. to the Supervisory Board of Budimex S.A. for the period of the twelfth joint three-year term of office.
§2.
The resolution enters into force on the day of its adoption.