Resolutions to be debated at the Annual General Meeting on May 29, 2025.‎
The Management Board of Budimex S.A. hereby announces the content of the resolutions ‎adopted at the Annual General Meeting of Budimex S.A., which was held on May 29, 2025:‎

Resolution
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
the election of the Chairman of the Annual General Meeting The Annual General Meeting of ‎Budimex S.A. adopts a resolution with the following content:‎
‎§ 1. The Annual General Meeting appoints Mr. Andrzej Leganowicz as Chairman of the Annual ‎General Meeting.‎
‎§ 2. The resolution shall enter into force on the date of its adoption. ‎
The Chairman of the Supervisory Board, Mr. Marek Michałowski, stated that the above ‎resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% (eighty point ‎nineteen percent) of the share capital),‎
‎ – total number of valid votes – 20,472,928 (twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight) votes, ‎
‎‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution
of the Ordinary General Meeting of Budimex S.A. of May 29, 2025 on
the election of the Ballot Counting Committee
The Annual General Meeting of Budimex S.A. adopts a resolution with the following content: ‎
‎§ 1. The Annual General Meeting appoints a Ballot Counting Committee composed of: ‎
‎1. Mrs. Bogna Kuczyńska-Piech,‎
‎2. Mrs. Jadwiga Romańska-Kwinta.‎
‎§ 2. The resolution shall enter into force on the date of its adoption. The Chairman stated that ‎the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎
Resolution
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
adoption of the agenda.‎
The Annual General Meeting of Budimex S.A. adopts a resolution with the following content: ‎
‎§ 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. Adoption of resolutions on: ‎
‎11.1. review and approval of the report on the activities of the Budimex Group and Budimex ‎S.A. for 2024, together with the sustainability report, ‎
‎11.2. review and approval of the financial statements of Budimex S.A. for the year ended ‎December 31, 2024, ‎
‎11.3. review and approval of the consolidated financial statements of the Budimex Group for ‎the year ended December 31, 2024, ‎
‎11.4. distribution of profit for 2024, ‎
‎11.5. granting vote of approval to the members of the Management Board of Budimex S.A. for ‎the performance of their duties in 2024, ‎
‎11.6. review and approval of the report on the activities of the Supervisory Board of Budimex ‎S.A. for 2024, ‎
‎11.7. issuing an opinion on the report of the Supervisory Board of Budimex S.A. on the ‎remuneration of members of the Management Board and Supervisory Board of the Company, ‎‎11.8. granting a vote of approval to members of the Supervisory Board for the performance of ‎their duties in 2024, ‎
‎11.9. adoption of the remuneration policy for members of the Management Board and ‎Supervisory Board of Budimex S.A., ‎
‎11.10. establishing a long-term incentive program for key employees of the Group and ‎determining the rules for its implementation, and authorizing the Company’s Management ‎Board to take actions aimed at creating a reserve capital intended for the purchase of shares ‎under the incentive program, ‎
‎11.11. appointment of a member of the Supervisory Board of Budimex S.A., ‎
‎11.12. amendment of paragraph 6(1) of the Articles of Association of Budimex S.A. in ‎connection with the introduction of the Polish Classification of Activities 2025 (PKD 2025). ‎
‎12. Closing of the meeting. ‎
‎§ 2. The resolution shall enter into force on the date of its adoption. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution No. 508‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
review and approval of the report on the activities of the Budimex Group and Budimex S.A. for ‎‎2024, together with the sustainability report for 2024‎
Pursuant to Article 395 § 2(1) in conjunction with Article 393(1) of the Commercial Companies ‎Code and § 13(a) of the Company’s Articles of Association, the Annual General Meeting of ‎Budimex S.A. hereby resolves 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: Report on the ‎activities of the Budimex Group and Budimex S.A. for 2024, made available for inspection ‎during the Annual General Meeting, published on April 11, 2025, in the annual report for 2024 ‎and on the website of Budimex S.A. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 /twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight/ shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution No. 509‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
review and approval of the financial statements of Budimex S.A. for the year ended December ‎‎31, 2024‎
Pursuant to Article 395 § 2(1) in conjunction with Article 393(1) of the Commercial Companies ‎Code and Article 53(1) of the Accounting Act of September 29, 1994, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 statements comprise: ‎
‎1. a statement of financial position as at December 31, 2024, which shows assets, equity, and ‎liabilities in the amount of PLN 6,659,345 thousand (six billion six hundred fifty-nine million ‎three hundred forty-five thousand PLN), ‎
‎2. profit and loss account for the period from January 1, 2024, to December 31, 2024, showing a ‎net profit of PLN 649,242 thousand (six hundred forty-nine million two hundred forty-two ‎thousand zlotys), ‎
‎3. statement of comprehensive income for the period from January 1, 2024 to December 31, ‎‎2024, showing total comprehensive income in the amount of PLN 647,266 thousand (six ‎hundred forty-seven million two hundred sixty-six thousand zlotys), ‎
‎4. statement of changes in equity for the period from January 1, 2024 to December 31, 2024, ‎showing a decrease in equity in the amount of PLN 263,903 thousand (two hundred sixty-three ‎million nine hundred three thousand zlotys), ‎
‎5. cash flow statement for the period from January 1, 2024 to December 31, 2024, showing a ‎decrease in cash in the amount of PLN 727,720 thousand (seven hundred twenty-seven million ‎seven hundred twenty thousand PLN), ‎
‎6. additional information and explanations. The financial statements of Budimex SA for the ‎year ended December 31, 2024, have been audited by an independent auditor and approved by ‎the Company’s Supervisory Board. ‎
‎§ 2. The resolution shall enter into force on the date of its adoption. ‎
Appendices: Financial statements of Budimex S.A. for the year ended December 31, 2024, and ‎Report on the audit of the annual financial statements of Budimex S.A. for the year ended ‎December 31, 2024, made available for inspection during the Annual General Meeting, ‎published on April 11, 2025, in the annual report for 2024 and on the website of Budimex S.A.‎
The Chairman stated that the above resolution was adopted by open ballot, with:‎
‎ – the number of shares from which valid votes were cast – 20,472,928 /twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight/ shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,468,208 /twenty million four hundred sixty-eight thousand two hundred and ‎eight/, votes ‘against’ – 4,720 /four thousand seven hundred twenty/, votes “abstained” – 0 ‎‎‎/zero/. ‎

Resolution No. 510‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
review and approval of the consolidated financial statements for the year ended December 31, ‎‎2024‎
Pursuant to Article 395 § 5 of the Commercial Companies Code and Article 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, subject to review. ‎
The consolidated financial statements comprise: ‎
‎1. a consolidated statement of financial position as at December 31, 2024, which shows ‎assets, equity, and liabilities in the amount of PLN 7,816,330 thousand (seven billion eight ‎hundred sixteen million three hundred thirty thousand zlotys), ‎
‎2. profit and loss account for the period from January 1, 2024, to December 31, 2024, showing a ‎net profit of PLN 623,609 thousand (six hundred and twenty-three million, six hundred and nine ‎thousand zlotys), ‎
‎3. consolidated statement of comprehensive income for the period from January 1, 2024 to ‎December 31, 2024, showing total comprehensive income in the amount of PLN PLN ‎‎620,325,000 (six hundred and twenty million, three hundred and twenty-five thousand zlotys), ‎
‎4. consolidated statement of changes in equity for the period from January 1, 2024 to ‎December 31, 2024, showing a decrease in equity in the amount of PLN 263,903 thousand (two ‎hundred sixty-three million nine hundred three thousand zlotys), ‎
‎5. cash flow statement for the period from January 1, 2024 to December 31, 2024, showing a ‎decrease in cash in the amount of PLN PLN 711,571 thousand (seven hundred and eleven ‎million, five hundred and seventy-one thousand zlotys), ‎
‎6. additional information and explanations. The consolidated financial statements of Budimex ‎Group for the year ended December 31, 2024, have been audited by an independent auditor ‎and approved by the Company’s Supervisory Board. ‎
‎§ 2. The resolution shall enter into force on the date of its adoption. Appendices: Consolidated ‎financial statements of Budimex S.A. for the year ended December 31, 2024, and Report on the ‎audit of the consolidated financial statements of Budimex S.A. for the year ended December ‎‎31, 2024, made available for inspection during the Annual General Meeting, published on April ‎‎11, 2025, in the consolidated annual report for 2024 and on the website of Budimex S.A. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 /twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight/ shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes,‎
‎ ‎‎- votes “for” – 20,472,024 /twenty million four hundred seventy-two thousand and twenty-four/, ‎votes ‘against’ – 904 /nine hundred and four/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution No. 511‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
distribution of profit for 2024‎
Pursuant to Article 395 § 2(2) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves as follows: ‎
‎§ 1. Decides to assign the net profit for the period from January 1, 2024 to December 31, 2024 ‎in the amount of PLN 649,230,392.14 (six hundred and forty-nine million two hundred and ‎thirty thousand three hundred and ninety-two zlotys and fourteen cents) to the payment of a ‎dividend of PLN 25.43 (twenty-five zlotys and forty-three cents) gross per share. To allocate the ‎remaining part of the profit in the amount of PLN 11,823.59 (eleven thousand eight hundred ‎and twenty-three zlotys and fifty-nine cents) to supplementary capital. ‎
‎§ 2. 1. The list of shareholders entitled to dividends for 2024 is established as at June, 5th 2025 ‎‎(record date). ‎
‎2. The dividend payment date is set at June, 13th 2025. ‎
‎§ 3. The resolution shall enter into force on the date of its adoption. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,469,112 /twenty million four hundred sixty-nine thousand one hundred ‎twelve/, votes ‘against’ – 3,816 /three thousand eight hundred sixteen/, votes “abstained” – 0 ‎‎‎/zero/. ‎

Resolution No. 512‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the President of the Management Board of Budimex S.A., Mr. ‎Artur Popko, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎

Resolution No. 513‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Management Board of Budimex S.A., Mr. Jacek ‎Daniewski, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General ‎Meeting of Budimex S.A. hereby resolves 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 ‎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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎

Resolution No. 514‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Management Board of Budimex S.A., Mr. ‎Marcin Węgłowski, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 ‎Member of the Management Board of Budimex S.A. – Mr Marcin Weglowski for the period from ‎‎1 January 2024 to 31 December 2024. ‎
‎§ 2. The resolution shall enter into force on the date of its adoption. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎

Resolution No. 515‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Management Board of Budimex S.A., Ms. Anna ‎Karyś-Sosińska, for the performance of her duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 her duties is granted to the ‎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. The Chairman stated that ‎the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎

Resolution No. 516‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Management Board of Budimex S.A., Mr. ‎Cezary Łysenko, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 ‎Member of the Management Board of Budimex S.A. – Mr Cezary Lysenko for the period from 1 ‎January 2024 to 31 December 2024. ‎
‎§ 2. The resolution shall enter into force on the date of its adoption. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎
Resolution No. 517‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Management Board of Budimex S.A., Mr. ‎Maciej Olek, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 ‎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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,468,938 /twenty million four hundred sixty-eight thousand nine hundred ‎thirty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 3,990 ‎‎/three thousand nine hundred ‎and ninety/. ‎

Resolution No. 518‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
reviewing and approving the report on the activities of the Supervisory Board of Budimex S.A. ‎for 2024‎.‎
Pursuant to art. 395 § (5) of the Code of Commercial Companies, the Annual General Meeting ‎of Budimex S.A. decrees as follows: ‎
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. ‎
Attachments: Report of the Supervisory Board of Budimex S.A. for 2024. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution No. 519‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025, on:‎
issuing an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration ‎of members of the Management Board and 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. hereby resolves 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. ‎
Attachments: Report of the Supervisory Board of Budimex S.A. on the remuneration of ‎members of the Management Board and Supervisory Board of the Company, together with the ‎auditor’s assessment.‎
‎ The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 17,844,790 /seventeen million eight hundred forty-four thousand seven hundred ‎ninety/, votes ‘against’ – 2,628,138 /two million six hundred twenty-eight thousand one ‎hundred thirty-eight/, votes “abstained” – 0 ‎‎/zero/. ‎

Resolution No. 520‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Ms. ‎Danuta Dąbrowska, for the performance of her duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with:‎
‎ – the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 521‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. Marek ‎Michałowski, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Ordinary General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 522‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. Juan ‎Ignacio Gastón Najarro, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with:‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎
Resolution No. 523‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. Igor ‎Adam Chalupec, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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 ent er into force on the date of its adoption. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 524‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. Janusz ‎Dedo, for the performance of her duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/.‎

Resolution No. 525‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. Artur ‎Kucharski, for the performance of her duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes,‎
‎ ‎‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 526‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. ‎Ignacio Aitor Garcia Bilbao, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 527‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Mr. IMario ‎Manuel Menendez Montoya, for the performance of his duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 528‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
granting a vote of approval to the Member of the Supervisory Board of Budimex S.A., Ms. Silvia ‎Rodriguez Hueso, for the performance of her duties in 2024.‎
Pursuant to Article 395 § 2(3) of the Commercial Companies Code, the Annual General ‎Meeting of Budimex S.A. hereby resolves 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.‎
‎ The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,005,920 /twenty million five thousand nine hundred twenty/, votes ‘against’ – ‎‎463,018 /four hundred sixty-three thousand eighteen/, votes “abstained” – 3,990 ‎‎/three ‎thousand nine hundred and ninety/. ‎

Resolution No. 529‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025, on:‎
adoption of the remuneration policy for members of the Management Board and Supervisory ‎Board 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 Ordinary General ‎Meeting of Budimex S.A. hereby resolves 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. ‎
Attachments: Remuneration Policy for Members of the Management Board and Supervisory ‎Board of Budimex S.A. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 12,931,886 /twelve million nine hundred thirty-one thousand eight hundred ‎eighty-six/, votes ‘against’ – 4,784,567 /four million seven hundred eighty-four thousand five ‎hundred sixty-seven/, votes “abstained” – 2,756,475 ‎‎/two million seven hundred fifty-six ‎thousand four hundred seventy-five/. ‎
Resolution No. 530‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025, on:‎
establishing a long-term incentive program for key employees of the Group and determination ‎of the rules for its implementation, and authorisation 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: ‎
‎§ 1 Establishing 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 (“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. ‎
‎§ 2. Rules and organisation of the Incentive Program ‎
‎1. The Incentive Program will be implemented on the following terms: (a) During the term of the ‎Incentive Program, the Company will grant Participants conditional rights to periodically ‎purchase Company Shares through an investment firm designated by the Company; (b) the ‎purchase of Shares will be financed from funds 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). ‎
‎§ 4. Participants 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.‎
‎ § 5 Conditions for granting the right to acquire Shares ‎
‎1. The detailed conditions for granting Participants the right to purchase Shares will be ‎specified by the Supervisory Board in the Regulations, which will specify in particular: (a) group ‎or individual targets (Key Performance Indicators, KPIs), of a financial or non-financial nature, ‎which should contribute to the implementation of the business strategy, long-term interests, ‎and stability of the Company and the Group; these targets may be set in particular on the basis ‎of the following criteria: (i) EBIT, (ii) cash flow from operating activities (Activity Cash Flow), ‎and (iii) ESG; (b) events resulting in the 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. ‎
‎§ 6 Maximum 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).‎
‎ § 7 Financing 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 Annual General ‎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 Management Board 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 Rules ‎and Regulations for the given duration of the Incentive Program. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty ‎point nineteen percent/ of the share capital),‎
‎ – total number of valid votes – 20,472,928 /twenty million four hundred seventy-two ‎thousand nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 13,142,557 /thirteen million one hundred forty-two thousand five hundred ‎fifty-seven/, votes ‘against’ – 6,747,396 /six million seven hundred forty-seven thousand ‎three hundred ninety-six/, votes “abstained” – 582,975 ‎‎/five hundred eighty-two thousand ‎nine hundred seventy-five/. ‎

Resolution No. 531‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025 on:‎
appointment of a member of the Supervisory Board of Budimex S.A.‎
‎ Pursuant to Article 385 (1) of the Commercial Companies Code as well as § 13 item g) of the ‎Articles of Assosation , the Annual General Meeting of Budimex S.A. decrees as follows: ‎
‎§ 1 Mr Angel Luis Sanchez Gil 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. ‎
The Chairman stated that the above resolution was adopted by secret ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎‎
‎- votes “for” – 14,946,462 /fourteen million nine hundred forty-six thousand four hundred sixty-‎two/, votes ‘against’ – 2,769,957 /two million seven hundred sixty-nine thousand nine hundred ‎fifty-seven/, votes “abstained” – 2,756,509 ‎‎/two million seven hundred fifty-six thousand five ‎hundred nine/. ‎

Resolution No. 532‎
of the Annual General Meeting of Budimex S.A. of May 29, 2025, regarding:‎
amendment to section 6(1) of the Articles of Association of Budimex S.A. in connection with ‎the introduction of the Polish Classification of Activities 2025 (PKD 2025).‎
Pursuant to Article 430 of the Commercial Companies Code as well as § 13 item r) of the ‎Articles of Association of the Company, the following is resolved: ‎
‎§ 1. In connection with the introduction of the Polish Classification of Activities 2025 (PKD ‎‎2025), the § 6 item 1 of the Articles of Association receives the following form: ‎
‎“The subject of the activity of the Company comprises: ‎
‎‎1) Timber harvesting (PKD 02.20), ‎
‎‎2) Quarrying of stone, sand, and clay (PKD 08.1), ‎‎
‎3) Support activities for other mining and quarrying (PKD 09.9), ‎‎
‎4) Manufacture of products from wood, cork, straw, and materials used for weaving (PKD 16.2), ‎‎
‎5) Manufacture of plastic doors and windows (PKD 22.23.), ‎‎
‎6) Manufacture of plastic products for construction (PKD 22.24.), ‎
‎‎7) Processing and finishing of plastic products (PKD 22.25.), ‎‎
‎8) Manufacture of other concrete, cement and plaster products (PKD 23.66.), ‎‎
‎9) Manufacture of bricks, tiles and construction products, of fired clay (PKD 23.32), ‎‎
‎10) Manufacture of cement, lime and plaster (PKD 23.5), ‎‎
‎11) Manufacture of concrete, cement and plaster products (PKD 23.6), ‎‎
‎12) Manufacture of metal structural components (PKD 25.1), ‎‎
‎13) Metal treatment and coating; mechanical treatment of metal components (PKD 25.5), ‎
‎‎14) Manufacture of other fabricated metal products (PKD 25.9), ‎‎
‎15) Manufacture of other general-purpose machinery n.e.c. (PKD 28.29), ‎‎
‎16) Manufacture of metal forming machinery and metalworking machine tools (PKD 28.41), ‎
‎‎17) Manufacture of other special-purpose machinery (PKD 28.9), ‎‎
‎18) Repair and maintenance of fabricated metal products, machinery, and equipment (PKD ‎‎‎33.1), ‎
‎‎19) Installation of industrial machinery, equipment, and fittings (PKD 33.2), ‎‎
‎20) Sewerage and sewage treatment (PKD 37.0), ‎‎‎
‎21) Waste collection (PKD 38.1),‎‎‎
‎22) Waste recovery (PKD 38.2),‎‎‎
‎23) Waste disposal without recovery (PKD 38.3), ‎‎
‎24) Reclamation and other waste management services (PKD 39.0), ‎‎
‎25) Construction works related to the erection of residential buildings (PKD 41.00.A), ‎‎
‎26) Construction works related to the erection of non-residential buildings (PKD 41.00.B), ‎‎
‎27) Works related to the construction of roads and railways (PKD 42.1), ‎‎
‎28) Works related to the construction of pipelines, telecommunications and power lines (PKD ‎‎‎42.2), ‎‎
‎29) Works related to the construction of other civil engineering structures (PKD 42.9), ‎‎
‎30) Demolition and site preparation (PKD 43.1), ‎‎
‎31) Installation of electrical, water and sewage systems and other building installations (PKD ‎‎‎43.2), ‎‎
‎32) Finishing works (PKD 43.3), ‎‎
‎33) Specialized construction works for buildings (PKD 43.4), ‎‎
‎34) Specialized construction works in the field of civil engineering (PKD 43.5), ‎‎
‎35) Intermediation in the field of specialized construction services (PKD 43.6), ‎
‎‎36) Other specialized construction works (PKD 43.9), ‎
‎‎37) Other specialized wholesale trade (PKD 46.8), ‎‎
‎38) Road transport of goods and moving services (PKD 49.4), ‎
‎‎39) Transport support service activities (PKD 52.2), ‎‎
‎40) Transport agency activities (PKD 52.3), ‎
‎‎41) Hotels and similar accommodation (PKD 55.1), ‎‎
‎42) Other accommodation (PKD 55.90.), ‎‎
‎43) Telecommunications (PKD 61), ‎‎
‎44) Other telecommunications activities (PKD 61.9), ‎‎
‎45) Programming, computer consultancy and related activities (PKD 62), ‎
‎‎46) Activities of holding companies and companies obtaining financing for other entities (PKD ‎‎‎64.2), ‎‎
‎47) Other financial service activities, except insurance and pension funding (PKD 64.9), ‎‎
‎48) Buying and selling real estate on own account (PKD 68.11), ‎
‎49) Construction projects ‎related to the erection of residential buildings (PKD 68.12.A), ‎‎
‎50) Construction projects related to the erection of non-residential buildings (PKD 68.12.B), ‎
‎‎51) Implementation of other construction projects (PKD 68.12.C), ‎‎
‎52) Rental and management of own or leased real estate (PKD 68.20.Z), ‎‎
‎53) Activities related to real estate market services performed on commission (PKD 68.3), ‎‎
‎54) Accounting and bookkeeping activities; tax advisory services (PKD 69.20), ‎‎
‎55) Activities of head offices (PKD 70.10), ‎‎
‎56) Business and other management consultancy activities (PKD 70.20), ‎‎
‎57) Architectural and engineering activities and related technical consultancy (PKD 71.1), ‎
‎‎58) Technical research and analysis (PKD 71.2), ‎
‎‎59) Scientific research and development in the field of natural and technical sciences (PKD ‎‎‎72.1), ‎‎
‎60) Public relations and communication activities (PKD 73.3), ‎
‎‎61) Market and public opinion research (PKD 73.2), ‎‎
‎62) Specialized design activities (PKD 74.1), ‎‎
‎63) Other professional, scientific, and technical activities not classified elsewhere (PKD 74.9), ‎‎‎
‎64) Renting and leasing of motor vehicles (PKD 77.1), ‎‎
‎65) Rental and leasing of other machinery, equipment and tangible goods (PKD 77.3), ‎‎
‎66) Leasing of intellectual property and similar products, excluding copyrighted works (PKD ‎‎‎77.4), ‎‎
‎67) Activities related to job search and recruitment (PKD 78.1),‎
‎ ‎‎68) Security activities not classified elsewhere (PKD 80.09.Z), ‎
‎‎69) Services related to the maintenance of buildings and landscaping (PKD 81), ‎‎
‎70) Activities related to office administration, including support activities (PKD 82.1), ‎‎
‎71) Other forms of education (PKD 85.5), ‎‎
‎72) Activities supporting education (85.6), ‎‎
‎73) Repair and maintenance of computers and (tele)communication equipment (PKD 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. The resolution shall enter into force ‎on the date of registration of the amendments to the Articles of Association introduced on the ‎basis of this resolution in the National Court Register. ‎
Attachments: Consolidated text of the Articles of Association of Budimex S.A. ‎
The Chairman stated that the above resolution was adopted by open ballot, with: ‎
‎- the number of shares from which valid votes were cast – 20,472,928 (twenty million four ‎hundred seventy-two thousand nine hundred twenty-eight) shares (i.e., 80.19% /eighty point ‎nineteen percent/ of the share capital), ‎
‎- total number of valid votes – 20,472,928 /twenty million four hundred seventy-two thousand ‎nine hundred twenty-eight/ votes, ‎
‎‎- votes “for” – 20,472,928 /twenty million four hundred seventy-two thousand nine hundred ‎twenty-eight/, votes ‘against’ – 0 /zero/, votes “abstained” – 0 ‎‎/zero/. ‎

Articles od Association