BUDIMEX S.A. with its registered office in Warsaw 01-204, Siedmiogrodzka 9, entered in ‎the Register of Entrepreneurs kept by the District Court for the Capital City of Warsaw in ‎Warsaw, 13th Division of the National Court Register under number 1764, with the share ‎capital of PLN 127,650,490, fully paid-up, Tax Identification Number (NIP) 526 10 03 187, ‎to convene the Extraordinary General Meeting (hereinafter referred to as the EGM) on 30 ‎September 2025 at 10.00 a.m. at the Company’s registered office in Warsaw ‎Siedmiogrodzka 9 (3rd floor, room 3.01, part of the building to the left of the reception ‎area). The agenda is the following:‎
‎1. Opening of the Extraordinary General Meeting. ‎
‎2. Election of the Chairperson of the Extraordinary General Meeting.‎
‎3. Confirmation of the correctness of convening the Extraordinary General Meeting and its ‎ability to adopt resolutions.‎
‎4. Election of the Ballot Counting Committee. ‎
‎5. Adoption of the agenda. ‎
‎6. Presentation of the recommendation of the Audit Committee of the Supervisory Board of ‎Budimex S.A. on the selection of an auditor for the certification of the sustainability ‎reporting of the Budimex Group for the years 2025 and 2026. ‎
‎7. Adoption of resolutions regarding: ‎
‎7.1. selection of an auditor for the certification of the sustainability reporting of the ‎Budimex Group for the years 2025-2026, ‎
‎7.2. amendments to § 16 section 9 letter h of the Articles of Association of Budimex S.A. ‎and the adoption of the consolidated text of the Articles of Association.‎
‎8. Closing of the meeting.‎

Acting on the basis of Article 402 [2] of the Code of Commercial Partnerships and ‎Companies, the Management Board of Budimex S.A. hereby informs the shareholders of ‎the procedures to be followed in connection with the EGM with regard to participation in the ‎EGM and the exercise of voting rights:‎

‎1. Shareholder’s right to request the inclusion of specific items on the agenda of the EGM:‎
A shareholder or shareholders representing at least one-twentieth of the share capital may ‎request the inclusion of certain matters on the agenda of the EGM. The request should be ‎submitted to the Management Board no later than twenty-one days before the scheduled ‎date of the EGM. The request should include a justification or a draft resolution concerning ‎the proposed agenda item. The request may be submitted in writing at the registered office ‎of the Company (address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or in ‎electronic form to the e-mail address
walnezgromadzenie@budimex.pl.‎
The request must be accompanied by documents proving entitlement to make the request, ‎which means that the shareholder(s) referred to in the first paragraph of this section should ‎demonstrate ownership of the relevant number of shares as of the date of the request by ‎attaching, for example, a registered deposit certificate. In the case of natural persons, a ‎copy of the shareholder’s identification document (copy of identity card, passport or other ‎document allowing the shareholder to be identified) should be attached. In the case of ‎entities other than natural persons, an extract from the relevant register must be attached.‎
The Management Board will promptly, but no later than eighteen days prior to the ‎scheduled date of the EGM, announce on its website and in the form of a current report, ‎the changes to the agenda introduced at the shareholders’ request.‎
Pursuant to rule 4.6, second sentence, of the Code of Best Practice for WSE Listed ‎Companies 2021 (‘DPSN 2021’), the Management Board will request the shareholder(s) to ‎provide a justification for the proposed resolution, insofar as this has not been previously ‎provided by them. ‎

‎2. Shareholder’s right to submit draft resolutions concerning issues included in the agenda ‎of the EGM or issues to be introduced to the agenda before the date of the EGM:‎
A shareholder or shareholders representing at least one-twentieth of the share capital may, ‎prior to the date of the EGM, submit to the Company in writing to its registered office ‎‎(address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or by means of electronic ‎communication (the aforementioned e-mail address walnezgromadzenie@budimex.pl) draft ‎resolutions concerning the issues on the agenda of the EGM or the issues to be put on the ‎agenda. The Company will promptly publish the draft resolutions on its website.‎
The draft resolutions must be accompanied by documents proving entitlement of the ‎shareholder or shareholders to make the request, which means that the shareholder(s) ‎referred to in the first paragraph of this section should demonstrate ownership of the ‎relevant number of shares as of the date of the request by attaching, for example, a ‎registered deposit certificate. In the case of natural persons, a copy of the shareholder’s ‎identification document (copy of identity card, passport or other document allowing the ‎shareholder to be identified) should be attached. In the case of entities other than natural ‎persons, an extract from the relevant register must be attached.‎
Pursuant to Rule 4.6. and 4.8. of the DPSN 2021, the draft resolution and the reasons for it ‎concerning issues included in the agenda should be presented by the shareholder(s) at ‎least 3 days prior to the EGM in order to facilitate voting on the resolutions with due ‎deliberation to the shareholders attending the EGM.‎

‎3. Shareholder’s right to propose draft resolutions concerning the matters placed on the ‎agenda during the EGM:‎
Each shareholder may propose draft resolutions concerning the matters placed on the ‎agenda at the EGM.‎

‎4. The manner of exercising voting rights by proxy, including in particular the forms to be ‎used when voting by proxy and the manner of notifying the Company by means of ‎electronic communication of the appointment of a proxy:‎
A shareholder will be able to attend the EGM and exercise the voting right in person (in this ‎case, natural persons should present documents confirming their identity, e.g. identity card, ‎passport; representatives of shareholders other than natural persons should present current ‎copies from the relevant registers listing the persons authorised to represent these entities ‎who will appear at the EGM as representatives of these shareholders) or by proxy.‎
A proxy at the EGM 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 company of Budimex S.A. In such a case, the proxy may ‎authorise representation only at one General Meeting and the granting of further proxies is ‎excluded. The proxy is obliged to disclose to the shareholder the circumstances indicating ‎the existence or possibility of a conflict of interest. Such proxy shall vote in accordance with ‎the instructions given by the shareholder.‎
A shareholder may not vote, either in person or by proxy, on resolutions concerning his/her ‎liability to the Company for any reason, including a vote of approval for the performance of ‎his/her duties, release from liability to the Company and a dispute between him/her and ‎the Company.
A shareholder may vote as a proxy on the adoption of the resolutions relating to him/her or ‎her referred to in the preceding sentence. In this case, the rules described in the preceding ‎paragraph shall apply accordingly.‎
A proxy shall exercise all the rights of a shareholder at the EGM unless otherwise stated in ‎the proxy.‎
A proxy may grant a further proxy if this results from the content of the proxy, which – as ‎indicated above – does not apply if 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 company of Budimex S.A.‎
A proxy may represent more than one shareholder and vote the shares of each shareholder ‎differently.‎
A shareholder with shares registered in an omnibus account may appoint separate proxies ‎to exercise the rights attached to the shares registered in that account.‎
A shareholder with shares registered in more than one securities account may appoint ‎separate proxies to exercise the rights of the shares credited to each of the accounts.‎
A proxy to attend the EGM and exercise voting rights must be given in writing or in ‎electronic form by sending a proxy to the e-mail address
walnezgromadzenie@budimex.pl.‎
If a power of proxy is granted in writing, the proxy should present, prior to the ‎commencement of the EGM, the original power of proxy together with documents ‎confirming the authority of the persons signing the power of proxy to grant it and – in the ‎case of a sequence of powers of proxy – together with documents confirming the authority ‎of the persons signing the powers of proxy to grant subsequent powers of proxy (e.g. ‎extracts from relevant registers, identity documents, subsequent powers of proxy).‎
The granting of a power of proxy in electronic form does not require a qualified electronic ‎signature.‎
The electronic power of proxy should be formulated in a separate document signed by the ‎shareholder or a person authorised to represent the shareholder, sent as a PDF attachment ‎not protected by a password to the e-mail address walnezgromadzenie@budimex.pl. ‎Obligatory together with the electronic power of proxy should be sent documents confirming ‎the right of a given shareholder to participate in the Annual General Meeting, as well as ‎relevant documents (identity card, passport, current excerpt from the relevant register, a ‎sequence of powers of attorney – as in the case of a power of proxy granted in writing – ‎principles described above) confirming the right of the person signing the power of proxy to ‎represent the shareholder. The notice of granting the power of proxy 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.‎
Pursuant to 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 proxy granted in electronic form. Consequently, before ‎sending the power of attorney in electronic form to the address indicated above, ‎shareholders of Budimex S.A. should take action in accordance with point 14 below, and, in ‎addition, a proxy sent in electronic form must be delivered to the above-mentioned e-mail ‎address no later than by 3 p.m. on 29 September 2025 (i.e. be in Budimex S.A.’s inbox).‎
The above rules concerning the granting of a power of attorney in writing or in electronic ‎form shall apply accordingly in the event of revocation of the power of attorney.‎
Sending the aforementioned documents to the aforementioned e-mail address does not ‎release the proxy from the obligation to present, when preparing the attendance list of ‎shareholders entitled to participate in the EGM, documents for his/her identification.‎
Budimex S.A. stipulates that in case of any doubts, it may request before the beginning of ‎the Annual General Meeting of Shareholders to present the originals of the said documents ‎or their copies certified by a notary public or any other entity authorized to certify their ‎conformity with the originals. If they are not produced, the proxy may not be allowed to ‎participate in the EGM.‎
The forms referred to in Article 402 [2](2)(d) of the Code of Commercial Partnerships and ‎Companies are available on the Company’s website in the tab About us, Corporate ‎Governance, the General Meeting in part EGM 2025 from the date of convening the EGM. ‎Budimex S.A. is not obliged to control whether proxies exercise their voting rights in ‎accordance with the instructions they have received from their principals who are ‎shareholders, including those contained in the above forms.‎

‎5. Pursuant to 402[2].2(e) – (g) of the Code of Commercial Partnerships and Companies, ‎in conjunction with Art. 406[5] § 1 of the Code of Commercial Partnerships and Companies ‎and Art. 411[1] § 1 of the Code of Commercial Partnerships and Companies, The ‎Management Board of Budimex S.A. informs that it will not be possible to: (i) participate in ‎the EGM using electronic means of communication, in particular it will not be possible to ‎have real-time bilateral communication whereby it would be possible to speak in the course ‎of the General Meeting while being in a different location than the venue of the EGM, and it ‎will not be possible to exercise the right to vote personally or by proxy before or during the ‎General Meeting using electronic means of communication, (ii) exercise the right to vote by ‎correspondence (the Rules of Procedure of the General Meeting of Budimex S. A. does not ‎provide for the possibility to cast votes at the General Meeting by mail).‎

‎6. Shareholder’s right to ask questions regarding the matters on the agenda of the EGM:‎
A shareholder has the right to ask questions regarding matters on the agenda of the EGM.‎
A shareholder’s question including a request for information concerning the Company may ‎be presented during the EGM if such request is justified for the evaluation of a matter on ‎the agenda. The Management Board of the Company may provide information in writing ‎outside the EGM if there are good reasons for doing so, but the information shall be ‎provided no later than within two weeks of the request being made during the EGM.‎
An answer shall be deemed to have been given if the relevant information is available on ‎the Company’s website in the space set aside for shareholders’ questions and answers.‎
The Management Board shall refuse to provide information if this could cause damage to ‎the Company, a sister company or a 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 such information could constitute ‎grounds for his criminal, civil or administrative liability.‎

‎7. Voting on resolutions adopted at the EGM shall be by wireless remote control. Persons ‎entitled to participate in the EGM are requested to to register and collect their voting ‎remotes directly in front of the meeting room one hour before the start of the meeting.‎

‎8. The date of 14 September 2025 is the record date for participation in the EGM (the ‎‎‘Record Date’). Only persons who are shareholders of Budimex S.A. on the Record Date ‎have the right to participate in the EGM (Article 406 [1] para. 1 of the Code of Commercial ‎Partnerships and Companies). The Record Date is uniform for those entitled from bearer ‎shares and registered shares. Pledgees and users with voting rights have the right to ‎participate in the EGM if the establishment of a limited right in rem in their favour is ‎registered in the securities account on the Record Date.‎

‎9. At the request of a person entitled from Budimex S.A.’s shares and a pledgee or user ‎with voting rights, submitted not earlier than after the announcement of convening the EGM ‎and not later than on the first weekday after the Record Date, the entity maintaining the ‎securities account shall issue a registered certificate of the right to participate in the EGM. ‎At the request of a shareholder, pledgee or user, part of or all the shares registered in the ‎securities account should be indicated in the certificate. The certificate shall contain:‎
‎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 the Budimex S.A;‎
‎5) the nominal value of the 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 shareholder, pledgee or user;‎
‎8) the purpose for which the certificate was issued;‎
‎9) a reference to who has the right to vote attached 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 EGM will be displayed for ‎shareholders’ inspection three business days before the EGM at the registered office of ‎Budimex S.A. in Warsaw at Siedmiogrodzka 9, floor 8, room 8.08 (Thursday from 9.00 am ‎to 4.00 pm, Friday from 9.00 a.m. to 2.00 p.m., Monday from 9.00 am to 4.00 pm). A ‎shareholder may request that the list of shareholders be sent to him/her free of charge to ‎the electronic mail address 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 EGM and to check
whether the shareholder is included in the list of shareholders entitled to participate in the ‎EGM.‎

‎11. The full text of the documentation to be presented at the EGM and draft resolutions are ‎available to persons entitled to participate in the EGM from the date of the announcement ‎of the convocation of the EGM 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 tab About us, Corporate Governance, General Meeting ‎of Budimex S.A. in part EGM 2025).‎
Documents corresponding in content to the report of the Management Board on the ‎Company’s activities, the financial statements, the report of the Supervisory Board and the ‎audit report will be issued to the shareholder upon his/her request, which may be made ‎counting from the date of convening the EGM. The Company shall make the ‎aforementioned documents available immediately, no later than within two business days of ‎the date of the request. At the shareholder’s request, the documents will be made available ‎in electronic form, including by means of electronic communication.‎

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

‎13. The proceedings of the EGM 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 in ‎connection with the EGM
walnezgromadzenie@budimex.pl
the shareholder shall deliver to the Company at its registered office in Warsaw, ‎Siedmiogrodzka 9, a statement bearing his/her 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 at
https://budimex.pl/kontrahenci/bezpieczenstwo-informacji-i-ochrona-danych- ‎osobowych/rodo/obowiazek-informacyjny-dla-uczestnikow-walnego-zgromadzenia/
or in the form of a pdf file on the website www.budimex.pl under the tab About us, ‎Corporate governance, General Meeting in part EGM 2025 point Information obligation of ‎Budimex S.A.‎

Management Board of Budimex S.A.‎