Current report no 17 / 2012

Current report no 17 / 2012 - 30 March 2012 / 00:00

Invitation to an Ordinary General Meeting of Shareholders in Budimex S.A.

The Management Board of Budimex S.A. invites you to take part in an Ordinary General Meeting of Shareholders (hereinafter referred to as OGM) that will be held on 26 April 2012 at 9:00 am at the company’s registered office in Warsaw in ul. Stawki 40, room 514, 5th floor. The agenda shall be as follows:
1. Opening the Ordinary General Meeting.
2. Appointing the Chairperson of the Ordinary General Meeting.
3. Declaring that the Ordinary General Meeting has been correctly convened and that it has the capacity to adopt binding resolutions.
4. Appointing the Ballot Counting Committee.
5. Adopting the agenda.
6. Presenting the Report on the Company’s Operations of Budimex S.A. for 2011 as well as the Financial Statement for the financial year 2011 along with the Auditor’s Opinion and the Audit Report.
7. Presenting the Report on the Operations of the Budimex Group for 2011 as well as the consolidated Financial Statement for the financial year 2011 along with the Auditor’s Opinion and the Audit Report.
8. Presenting the Report of the Supervisory Board of Budimex S.A. including results of evaluations of the Management Board Reports on Operations and Financial Statements for the Financial Year 2011, the Management Board’s motion concerning profit distribution and also the assessment of the Company’s situation meeting other requirements following from “The Code of Best Practice for WSE-Listed Companies”.
9. Adopting resolutions on:
9.1. considering and approving the Report on the Company’s Operations as well as the Financial Statement for the financial year 2011,
9.2. considering and approving the Report on the Operations of the Budimex Group for 2011 as well as the consolidated Financial Statement for the financial year 2011,
9.3. distributing the profit for 2011,
9.4. acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2011,
9.5. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2011,
10. Information of the Management Board on changes in “The Code of Best Practice for WSE-Listed Companies” – DSP 2011 bis, with particular emphasis on Rules from Chapter IV – Best practice applied by shareholders, as well as on resolutions adopted by the Management Board and the Supervisory Board of Budimex S.A. in this regard.
11. Adopting a resolution on observing “The Code of Best Practice for WSE-Listed Companies” in Budimex S.A. in the wording introduced by Resolutions No. 15/1282/2011 of 31 August 2011 and No. 20/1287/2011 of 19 October 2011 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A., hereinafter referred to as DPS 2011 bis.
12. Closing of the Ordinary General Meeting.

In accordance with Article 402 [2] of the Code of Commercial Partnerships and Companies, the Management Board of Budimex S.A. hereby notifies the shareholders of the procedures to be applied in conjunction with the OGM, participation in the OGM and execution of the right to vote:

1. Shareholders’ right to request that certain issues be included in the OGM agenda:
A shareholder or shareholders who represent at least 1/20 of the share capital may request certain issues to be included in the agenda of OGM. The request shall be presented to the Management Board not later than twenty one days prior to the scheduled date of the OGM. The request must include a justification or a draft resolution related to the proposed item of the agenda. The request may be made in writing at the Company’s registered office or sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl.
The request should be accompanied by documents confirming entitlement to its presentation, which means that a shareholder or shareholders, as referred to in the first subparagraph of this point, should show the possession of the appropriate number of shares on the date of presenting the request by attaching the deposit certificate or a certificate issued by an entity operating the stock account. In the case of natural persons, a copy of a document identifying a shareholder (a copy of ID card, passport or other document allowing to identify a shareholder) should be attached. In the case of entities other than natural persons, a copy of an excerpt from a relevant register should be attached.
Without undue delay but not later than eighteen days prior to the scheduled date of the OGM, the Management Board shall announce changes to the agenda introduced upon the request of shareholders on the company’s website or in its current report.
2. Shareholders’ right to propose draft resolutions concerning issues included or to be included in the agenda prior to the OGM:
A shareholder or shareholders who represent at least 1/20 of the share capital may submit to the Company draft resolutions concerning issues included or to be included in the agenda of the OGM, which should be done in a written form at the Company’s registered office or electronically (e-mail address: walnezgromadzenie@budimex.pl) before the date of the OGM. Without delay, the company shall publish such draft resolutions on its website.
The drafts of resolutions should be accompanied by documents confirming entitlement of a shareholder to present these drafts, which means that a shareholder or shareholders, as referred to in the first subparagraph of this point, should show the possession of the appropriate number of shares on the date of presenting the request by attaching a registered deposit certificate or a certificate issued by an entity operating the stock account. In the case of natural persons, a copy of a document identifying a shareholder (a copy of ID card, passport or other document allowing to identify a shareholder) should be attached. In the case of entities other than natural persons, a copy of an excerpt from a relevant register should be attached.
3. Shareholders’ right to propose draft resolutions concerning issues included in the agenda during the OGM:
During the OGM each and every shareholder shall be entitled to propose draft resolutions concerning issues included in the agenda.
4. Exercising the right to vote through a proxy, including, in particular, voting forms to be used by a proxy, and notification of the appointment of a proxy to the company using electronic communication:
A shareholder shall be entitled to participate in the OGM and to exercise his/her right to vote in person or through a proxy.
A shareholder may not vote – either in person or through a proxy – on resolutions concerning their liability of any kind towards the company, including resolutions on the acknowledgement of the fulfilment of duties, release from liability towards the company and on any dispute between such a shareholder and the company. A shareholder may vote as a proxy for adoption of the aforesaid resolutions concerning himself/herself.

A proxy has all the rights of a shareholder at the OGM unless the scope of his/her authorisation provides otherwise.
If authorised to do so, a proxy may appoint another proxy.
A proxy may represent more than one shareholder and vote differently for every shareholder.
A shareholder with shares registered on a consolidated account may appoint different proxies to exercise rights under shares registered on this account.
A shareholder with shares registered on more than one security account may appoint different proxies to exercise rights under shares registered on each of these accounts.
Authorization to participate in the OGM and to exercise the right to vote requires a written form or can be sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl. Authorization granted electronically does not require a secure digital signature verified by means of a valid qualified certificate.
An electronic power of attorney shall be expressed in a separate document signed by the shareholder or a person authorised to represent such a shareholder, sent as a PDF appendix to the following e-mail address: walnezgromadzenie@budimex.pl. An electronic power of attorney must be accompanied by documents confirming the right of a particular shareholder to participate in the OGM as well as relevant documents (current excerpt from a relevant register, chain of powers of attorney), confirming the right of a person signing such power of attorney to represent a shareholder other than a natural person.
Pursuant to Article 412[1] section 5 of the Code of Commercial Partnerships and Companies, Budimex S.A. shall undertake appropriate measures to identify a shareholder and their proxy in order to verify the validity of electronic authorisation granted to the latter. Consequently, prior to sending an electronic authorisation to the aforesaid e-mail address, the shareholders of Budimex S.A. shall undertake measures in accordance with section 13 below and,
moreover, the electronic authorisation shall be delivered to the aforementioned e-mail address by 25 April 2012, 1:00 pm (i.e. be received in Budimex S.A.’s inbox).
Proxies of shareholders other than natural persons shall present valid excerpts from relevant court registers that list individuals entitled to represent such entities. Individuals who are not included in the said excerpts shall present valid authorisations signed by individuals authorised to represent a given entity.
The forms mentioned in Article 402 [2] paragraph 2 d of the Code of Commercial Partnerships and Companies will be available on the Company’s website in the General Meeting of Budimex S.A. tab after the date of the OGM. Budimex S.A. is not obliged to monitor whether proxies exercise the right to vote according to instructions given to them by their shareholder principals, including the instructions included in the said forms.
5. Pursuant to article 402[2] paragraphs 2(e) – (g) of the Code of Commercial Partnerships and Companies, in conjunction with Article 406[5] section 1 of the Code of Commercial Partnerships and Companies and Article 411[1] section 1 of the Code of Commercial Partnerships and Companies, the Management Board of Budimex S.A. announces that (i) the Articles of Association of Budimex S.A. do not provide for the possibility to participate in the General Meeting through electronic means of communication, and (ii) the Rules of the General Meeting of Budimex S.A. do not provide for the possibility to vote at the General Meeting by mail. As a result, it will be impossible to: (i) participate in the OGM using electronic means of communication, (ii) speak at the OGM using electronic means of communication, (iii) exercise the right to vote by mail or with the use of electronic means of communication.
6. Voting on resolutions adopted at the OGM shall be carried out with the use of magnetic cards. Individuals authorised to participate in the OGM are requested to register and collect their voting cards at the conference room door one hour before the opening of the meeting.
7. OGM participants shall be registered on 10 April 2012 (“Registration Date”). Individuals who are the company’s Shareholders as of the Registration Date shall be exclusively authorised to participate in the OGM (Article 406[1] section 1 of the Code of Commercial Partnerships and Companies).

8. Not earlier than after publication of the invitation and not later than on the first weekday after the Registration Date, individuals authorised under dematerialised bearer shares in Budimex S.A. submit to the entity that keeps his/her securities account request for the issuance of a registered certificate confirming their right to participate in the OGM. The certificate shall indicate, depending on a shareholder’s will, some or all shares registered on his/her securities account.
The aforesaid certificate shall include the following information:
a) company (name), registered office, address, issuer’s stamp and number of the certificate,
b) number of shares,
c) type and code of shares,
d) business name, registered office and address of Budimex S.A.,
e) nominal value of shares,
f) name of the entity or company authorised under the shares,
g) registered office (place of residence) and address of the entity authorised under the shares,
h) purpose of the certificate,
i) date and place of issue,
j) signature of the person entitled to issue the certificate.
Individuals authorised under registered shares, pledgees and users with the right to vote shall be entitled to participate in the OGM on the condition that they are entered into the share register as of the Registration Date.
9. The list of individuals authorised to participate in the OGM shall be available to the shareholders three weekdays before the OGM at the Company’s registered office. A shareholder may request to have the list of shareholders sent to him free of charge by e-mail, informing of the e-mail address to which the said list is to be sent. It is recommended that shareholders collect certificates confirming their right to participate in the OGM and check whether they have been entered onto the list of shareholders authorised to participate in the OGM.

10. The full text of documents to be presented at the OGM as well as draft resolutions shall be available for shareholders from the date of notification of the OGM in the registered office of Budimex S.A. in Warsaw at ul. Stawki 40, room 301, Monday – Thursday between 9:00 am and 4:00 pm, Friday between 9:00 am and 2:00 pm, as well as on the Company’s website (www.budimex.com.pl).
11. Information on the OGM is available on the website www.budimex.pl
12. The Ordinary General Meeting will be broadcast online at a special address given on the Budimex SA’s website (www.budimex.pl).
13. In all the aforesaid cases, every shareholder, prior to using the e-mail address

walnezgromadzenie@budimex.pl

in connection with the OMG shall submit to the Company’s registered office in Warsaw,at ul. Stawki 40, a statement bearing his/her handwritten signature, or the signature of a person representing the shareholder, indicating an e-mail address from which e-mails to the aforesaid company’s e-mail address will be sent.
It is mandatory to deliver documents confirming that he/she is indeed a shareholder of the Company, as well as appropriate documents (current excerpt from a relevant register) confirming the right of a person signing the statement to represent a shareholder other than a natural person.
In event of failure to fulfil the obligation specified in section 13, all e-mails and statements sent to the aforesaid e-mail address of Budimex S.A. shall 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 shareholder shall bear the risk resulting from the use of the aforementioned electronic form of communication.