Current report no 18 / 2012

Current report no 18 / 2012 - 30 March 2012 / 00:00

Draft resolutions for the OGM of Budimex S.A. convened for 26 April 2012

With regard to report no. 17/2012 of 30 March 2012 on the invitation to Ordinary General Meeting of Shareholders of Budimex S.A., the Management Board of Budimex S.A. informs on draft resolutions for the Ordinary General Meeting of Shareholders of Budimex S.A. convened for 26 April 2012.

Draft
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012

on: appointing the Chairperson for the Ordinary General Meeting.

The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:

§ 1.
The Ordinary General Meeting of Shareholders appoints ………………………………………….. to act as the Chairperson of the Ordinary General Meeting.
§ 2.
The resolution becomes effective on the date of its adoption.

Draft
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on election of the Ballot Counting Committee.

The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:
§ 1.
The Ordinary General Meeting of Shareholders appoints the following persons as members of the Ballot Counting Committee:
1. ………………………,
2. ………………………
3. ……………………….
§ 2.
The resolution becomes effective on the date of its adoption.

Draft
Resolution of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on: adoption of the agenda.

The Ordinary General Meeting of Shareholders in Budimex S.A. adopts the following resolution:
§ 1.
The Ordinary General Meeting of Shareholders adopts the following agenda:
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 SA 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. Adoption of 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, in Budimex S.A., 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 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.
§ 2.
The resolution becomes effective on the date of its adoption.

Draft
Resolution No. 166 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on: considering and approving the Financial Statement of Budimex S.A. for the Financial Year 2011 and the Report of the Management Board of Budimex S.A. on the Company’s Operations for the year 2011.

In accordance with Article 395 section 2.1 in conjunction with Article 393 Article 1 of the Code of Commercial Partnerships and Companies and Article 53 section 1 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws of 2009, No. 152, item 1223 as amended), the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
§ 1
Upon prior examination, the Financial Statement of the Company for the financial year 2011 as well as Report on the Company’s Operations are approved. The Financial Statement includes:
1. introduction to the financial statement,
2. balance sheet as at 31 December 2011, presenting total assets and liabilities equalling PLN 3,966,266,000 (three billion nine hundred and sixty six million two hundred and sixty six thousand zloty),
3. profit and loss account for the period between 1 January and 31 December 2011, showing a net profit amounting to PLN 280,368,000 (two hundred and eighty million three hundred and sixty eight thousand zloty),
4. statement of changes in equity for the period from 1 January 2011 to 31 December 2011, showing an increase in equity of PLN 50,255,000 (fifty million two hundred and fifty five thousand zloty),
5. cash flow statement for the period between 1 January 2011 and 31 December 2011, showing a decrease in cash of PLN 184,964,000 (one hundred and eighty four million nine hundred and sixty four thousand zloty),
6. Notes and Explanations.
The Financial Statement of Budimex S.A. for the financial year 2011 has been audited by an independent certified auditor and been approved by the Company’s Supervisory Board.
§ 2
The resolution becomes effective on the date of its adoption.
Annexes – 3 pieces:
Annex 1 – Financial Statement of Budimex S.A. for the Financial Year 2011.
Annex 2 – Report on the Company’s Operations for 2011.
Annex 3 – Auditor’s Opinion and supplementary report to the opinion on the audit of the Financial Statement of Budimex S.A. for the Financial Year 2011.

Draft
Resolution No. 167 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on considering and approving the consolidated Financial Statement for the financial year 2011 and Report on the Operations of the Budimex Group for 2011.

In accordance with Article 395 section 5 in conjunction with Article 393 paragraph 1 of the Code of Commercial Partnerships and Companies and Article 63 c section 4 of the Accounting Act of 29 September 1994 (i.e. Journal of Laws of 2009, No. 152, item 1223 as amended), the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted he following:
§ 1
Upon prior examination, the consolidated Financial Statement for the financial year 2011 as well as the Report on Operations of the Budimex Group for 2011, are approved. The Consolidated Financial Statement includes:
1. consolidated Statement on financial standing as at 31 December 2011, showing the total balance of assets and liabilities of PLN 4,551,114,000 (four billion five hundred and fifty one million one hundred and fourteen thousand zloty),
2. consolidated profit and loss account for the period between 1 January 2011 and 31 December 2011, showing a net profit amounting to PLN 260,874,000 (two hundred and sixty million eight hundred and seventy four thousand zloty),
3. consolidated statement of comprehensive income for the period between 1 January 2011 and 31 December 2011, showing an income of PLN 261,492,000 (two hundred and sixty one million four hundred and ninety two thousand zloty),
4. consolidated statement of changes in equity for the period between 1 January 2011 and 31 December 2011, showing an increase in equity of PLN 30,705,000 (thirty million seven hundred and five thousand zloty),
5. consolidated cash flow statement for the period between 1 January 2011 and 31 December 2011, showing a decrease in cash of PLN 121,019,000 (one hundred and twenty one million nineteen thousand zloty),
6. Notes and Explanations.
The Consolidated Financial Statement of Budimex S.A. has been audited by an independent auditor and been approved by the Company’s Supervisory Board.
§ 2
The resolution becomes effective on the date of its adoption.
Annexes – 3 pieces:
Annex 1 – Consolidated Financial Statement of Budimex S.A. for the Financial Year 2011.
Annex 2 – Report on the Operations of the Budimex Group for 2011.
Annex 3 – Auditor’s Opinion and supplementary report to the opinion on the audit of the Consolidated Financial Statement of the Budimex Group for Financial Year 2011.
Draft

Resolution No. 168 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on: distributing the profit for 2011.

In accordance with Article 395 section 2 paragraph 2 of the Code of Commercial Partnerships and Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted as follows:
§ 1
Net profit for the period from 1 January 2011 to 31 December 2011 in the amount of PLN 280,065,175.06 (in words: two hundred and eighty million sixty five thousand one hundred and seventy five zloty 6 grosz) is to be allocated to the dividend payout in the amount of PLN 10.97 (in words: ten zloty and ninety seven grosz) gross per share. The remaining part of the profit in the amount of PLN 302,876.05 (in words: three hundred and two thousand eight hundred and seventy six złoty five grosz) is to be allocated for the supplementary capital.
§ 2
1. The list of shareholders entitled to the dividend for the year 2011 is determined for 11 June 2012 (the dividend day).
2. The dividend payout deadline is 25 June 2012.
§ 3
The resolution becomes effective on the date of its adoption.

Draft
Resolution No. 169 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on: acknowledging the fulfilment of duties of the Management Board members of Budimex S.A. in 2011,

In accordance with Article 395 section 2 paragraph 3 of the Code of Commercial Partnerships and Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
§ 1
Due to the positive assessment of the Company’s activity in 2011, upon a motion of the Supervisory Board, the fulfilment of duties of the following Management Board members of Budimex S.A. for the period between 1 January 2011 and 31 December 2011 has been acknowledged:

1) Dariusz Jacek Blocher,
2) Ignacio Botella Rodriguez,
3) Joanna Katarzyna Makowiecka,
4) Jacek Daniewski,
5) Henryk Urbański,
6) Marcin Węgłowski.
§ 2
The resolution becomes effective on the date of its adoption.

Draft
Resolution No. 170 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
on: acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2011,

In accordance with Article 395 section 2 paragraph 3 of the Code of Commercial Partnerships and Companies, the Ordinary General Meeting of Shareholders of Budimex S.A. has adopted the following:
§ 1
The fulfilment of duties of the Supervisory Board members of Budimex S.A. has been acknowledged for the following periods:
I. For the period between 1 January 2011 and 22 March 2011 (resignation date):
1. Carmelo Rodrigo López.
II. For the period between 1 January 2011 and 31 December 2011:
2. Marzenna Anna Weresa,
3. Igor Adam Chalupec,
4. Javier Galindo Hernandez,
5. Jose Carlos Garrido-Lestache Rodriguez,
6. Piotr Kamiński,
7. Marek Michałowski,
8. Tomasz Paweł Sielicki,
9. Maciej Stańczuk.
III. For the period between 23 March 2011 (date of appointment for the seventh term) and 31 December 2011:
10. Alejandro de la Joya Ruiz de Velasco.
§ 2
The resolution becomes effective on the date of its adoption.

Draft

Resolution No. 171 of the Ordinary General Meeting of Shareholders in Budimex S.A.
of 26 April 2012
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.

In accordance with Article 395 § 5 of the Code of Commercial Partnerships and Companies and pursuant to 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., the Ordinary General Meeting of Budimex S.A. decides as follows:
§ 1.
The corporate governance rules contained in “The Code of Best Practice for WSE-Listed Companies” including changes introduced by Resolution No. 15/1282/2011 of 31 August 2011 and No. 20/1287/2011 of 19 October 2011 are to apply in the Company, except for the obligation to provide shareholders with the possibility to participate in the General Meeting through electronic means of communication, involving: (i) two-way communication in real time whereby shareholders may hold discussions while being in a place other than the venue of the meeting (ii) exercise the right to vote in person or through a proxy during the General Meeting.
§ 2.
The resolution becomes effective on the date of its adoption.
§ 3.
“The Code of Best Practice for WSE-Listed Companies” including changes introduced by Resolutions No. 15/1282/2011 of 31 August 2011 and No. 20/1287/2011 of 19 October 2011, hereinafter referred to as DPS 2011 bis, constitutes an annex hereto.