Draft resolutions of the Extraordinary General Meeting convened for September 30, 2025
With reference to report No. 49/2025 of September 2, 2025, on the convening of the Extraordinary General Meeting of Budimex S.A., the Management Board of Budimex S.A. hereby submits draft resolutions for the Extraordinary General Meeting, which has been convened for September 30 this year:
draft
Resolution of the Extraordinary General Meeting of Budimex S.A.
of September 30, 2025
regarding: election of the Chairperson of the Extraordinary General Meeting
The Extraordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Extraordinary General Meeting appoints Ms/Mr ……………………. as the Chairperson of the Extraordinary General Meeting.
§ 2. The resolution shall enter into force on the date of its adoption.
draft
Resolution of the Extraordinary General Meeting of Budimex S.A.
of September 30, 2025
regarding: election of the Ballot Counting Committee
The Extraordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Extraordinary General Meeting appoints the Ballot Counting Committee composed of:
1. Ms/Mr ……………………..,
2. Ms/Mr ……………………..
§ 2. The resolution shall enter into force on the date of its adoption.
draft
Resolution of the Extraordinary General Meeting of Budimex S.A.
of September 30, 2025
regarding: adoption of the agenda
The Extraordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Extraordinary General Meeting of Budimex S.A. adopts the following agenda:
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 attestation 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 attestation 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.
§ 2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 533
of the Extraordinary General Meeting of Budimex S.A.
of September 30, 2025
regarding: selection of an auditor for the certification of the attestation reporting of the Budimex Group for the years 2025-2026
Pursuant to Article 66(4) of the Accounting Act, the following is resolved:
§ 1. The Extraordinary General Meeting of Budimex S.A. selects, in accordance with the recommendation of the Audit Committee, the audit firm PricewaterhouseCoopers Polska Spółka z ograniczoną odpowiedzialnością Audyt Spółka Komandytowa for the attestation of the sustainability reporting of the Budimex Group for the years 2025 and 2026 and obliges the Management Board of Budimex S.A. to conclude an agreement with the above-mentioned audit company to the extent indicated above.
§ 2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 534
of the Extraordinary General Meeting of Budimex S.A.
of September 30, 2025
regarding: 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
Pursuant to Article 430 of the Commercial Companies Code, Article 66(4) of the Accounting Act and § 13 letter r) of the Company’s Articles of Association, the following is resolved:
§ 1. Paragraph 16 section 9 letter h of the Articles of Association of Budimex S.A. shall read as follows:
”selection of an audit firm to audit stand-alone and consolidated financial statements and of an audit firm to attest sustainability reporting in relation to the Company and the Budimex Group”
§ 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 is adopted, taking into account these changes, and is included in the appendix to this resolution. The appendix is an integral part of this resolution.
§ 3. The resolution shall enter into force on the date of registration in the National Court Register of the amendments to the Articles of Association introduced on the basis of this resolution.
Appendices:
Consolidated text of the Articles of Association of Budimex S.A.
