Current report no 20 / 2013

Current report no 20 / 2013 - 26 March 2013 / 00:00

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

The Managing Board of Budimex S.A. hereby summons an Ordinary General Meeting of Shareholders (hereinafter referred to as the OGM) which will be held on 24 April 2014 at 9:00 a.m. at the Company’s registered office in Warsaw, ul. Stawki 40, room 514, 5th floor. The agenda is as follows:

  • 1. Opening the Ordinary General Meeting of Shareholders.
  • 2. Appointing the Chairperson for the Ordinary General Meeting of Shareholders.
  • 3. Declaring that the Ordinary General Meeting has been convened correctly 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 for 2012 and the Financial Statement for the financial year ending on 31 December 2012 along with the Auditor’s Opinion and the Audit Report.
  • 7. Presenting the Report on the Group’s Operations for 2012 and the Consolidated Financial Statement for the financial year that ended on 31 December 2012 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 Managing Board’s Reports on Operations and Financial Statements for the financial year 2012, the Managing Board’s motion concerning profit distribution and also the assessment of the Company’s situation; the Report of the Supervisory Board also meets other requirements arising from “The Code of Best Practice for WSE-Listed Companies.”
  • 9. Adopting resolutions on:
    • 9.1. considering and approving the Financial Statement of Budimex S.A. for the financial year ending on 31 December 2012 and the Report on the Company’s Operations for 2012.
    • 9.2. considering and approving the Consolidated Financial Statement for the financial year ending on 31 December 2012 and the Report on the Group’s Operations for 2012,
    • 9.3. covering the loss from previous years,
    • 9.4. distributing the profit for 2012,
    • 9.5. acknowledging the fulfilment of duties of the Managing Board members of Budimex S.A. in 2012,
    • 9.6. acknowledging the fulfilment of duties of the Supervisory Board members of Budimex S.A. in 2012,
    • 9.7. choosing members of the Supervisory Board for the eighth term.
  • 10. Information concerning the Managing Board on changes in “The Code of Best Practice for WSE-Listed Companies” – DSP 2012 and on the resolutions adopted by the Managing Board and the Supervisory Board of Budimex S.A. in this respect.
  • 11. Adopting a resolution on observing “The Code of Best Practice for WSE-Listed Companies” in Budimex S.A. in the wording as introduced by Resolution No. 19/1307/2012 of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A. of 21 November 2012 – DPS 2012 bis.
  • 12. Closing the Ordinary General Meeting.

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

  • 1. Shareholders’ right to request that certain issues be included in the agenda of the OGM:
    • A shareholder, or shareholders, who represents at least one twentieth of the share capital may request that certain issues be included in the agenda of the OGM. The request shall be presented to the Managing Board no 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 submitted 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 the right to present it, which means that the shareholder or shareholders referred to in the first paragraph of this section should demonstrate that they have the proper number of shares on the date of presenting the request by attaching a deposit certificate registered in their name or a certificate issued by an entity managing the stock account. In the case of natural persons, a copy of a document identifying the shareholder (a copy of an ID, a passport or another document that permits identification of the shareholder) should be attached. In the case of entities other than natural persons, a copy of the entry in a relevant register should be attached.
      Without undue delay but no later than eighteen days prior to the scheduled date of the OGM, the Managing Board shall announce any changes introduced to the agenda at the request of shareholders on the company’s website and 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 represents at least one twentieth 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 writing via the Company’s registered office or electronically (e-mail address: walnezgromadzenie@budimex.pl) before the date of the OGM. The Company will publish such draft resolutions on its website without delay.
      The draft resolutions should be accompanied by documents confirming the shareholder’s right to present these drafts, which means that the shareholder or shareholders referred to in the first paragraph of this section should demonstrate that they have the proper number of shares on the date of presenting the request by attaching a deposit certificate registered in their name or a certificate issued by an entity managing the stock account. In the case of natural persons, a copy of a document identifying the shareholder (a copy of an ID, a passport or another document that permits identification of the shareholder) should be attached. In the case of entities other than natural persons, a copy of the entry in 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 the issues on the agenda.
  • 4. Exercising the right to vote through a proxy, including in particular the voting forms to be used by a proxy, and notifying the Company that a proxy has been appointed 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.
      Neither in person nor through a proxy may a shareholder vote on resolutions concerning their responsibility of any kind towards the Company, including resolutions on the acknowledgement of the fulfilment of duties, release from an obligation towards the Company or on any dispute between such a shareholder and the Company. A shareholder is allowed to vote on the aforementioned resolutions concerning himself/herself as a proxy.

A proxy has all the rights of a shareholder at the OGM unless the scope of his/her authorisation provides otherwise.
A proxy may grant further authorisations if the authorisation permits it.
A proxy may represent more than one shareholder and cast different votes from the shares of the different shareholders they represent.
A shareholder owning shares registered on a consolidated account may appoint separate proxies to exercise rights under the shares registered on this account.
A shareholder owning shares registered on more than one securities account may appoint separate proxies to exercise the rights connected with shares registered on every such account.
An authorisation to participate in the OGM and to exercise the right to vote must be made in writing or be sent electronically to the following e-mail address: walnezgromadzenie@budimex.pl. An authorisation granted electronically does not require a secure digital signature verified by means of a valid qualified certificate.
An electronic authorisation shall form a separate document signed by the shareholder or a person authorised to represent such a shareholder and sent as a PDF attachment to walnezgromadzenie@budimex.pl. An electronic authorisation must be accompanied by documents confirming the right of a particular shareholder to participate in the OGM as well as relevant documents (current copy of entry in a relevant register, chain of authorisations) confirming the right of the person signing such an authorisation to represent a shareholder other than a natural person.
Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex S.A. shall undertake appropriate measures to identify a shareholder and their proxy in order to verify the validity of an electronic authorisation granted to the latter. Consequently, prior to sending an electronic authorisation to the aforementioned e-mail address, the shareholders of Budimex S.A. should take appropriate actions in accordance with section 13 below; furthermore, the electronic authorisation must be delivered to the aforementioned e-mail address no later than on 23 April 2013, 1:00 p.m. (i.e. be present in Budimex S.A.’s inbox).
Representatives of shareholders other than natural persons shall present valid copies of entries in relevant court registers that list individuals entitled to represent such entities. Individuals who are not included in such a copy of entry shall present valid authorisations signed by individuals authorised to represent a given entity.
The forms referred to in Article 402[2](2)(d) of the Code of Commercial Companies will be available on the Company’s website on the General Meeting of Budimex S.A. tab as of the date of summoning the OGM. Budimex S.A. is not obliged to control whether proxies exercise the right to vote in accordance with the instructions obtained from the shareholders they represent, including the instructions given in the aforesaid forms.

  • 5. Pursuant to Articles 402[2](2)(e)–402[2](2)(g) of the Code of Commercial Companies, in conjunction with Article 406[5] § 1 of the Code of Commercial Partnerships and Companies and Article 411[1] § 1 of the Code of Commercial Partnerships and Companies, the Managing Board of Budimex S.A. announces that (i) the Articles of Association of Budimex S.A. do not permit participating 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 a possibility of voting at the General Meeting by post; 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 post 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 wireless remote controls. Individuals authorised to participate in the OGM are requested to register and collect their voting remote controls at the conference room door one hour before the opening of the meeting.
  • 7. OGM participants shall be registered on 8 April 2013 (“Registration Date”). Only individuals who are the Company’s Shareholders on the Registration Date may participate in the OGM (Article 406[1](1) of the Code of Commercial Companies).
  • 8. No earlier than after the invitation to the OGM and no later than on the first weekday after the Registration Date, individuals authorised under dematerialised bearer shares of Budimex S.A. may submit a request to the entity that keeps their securities account for issuance of a certificate with their name on it to confirm their right to participate in the OGM. The certificate shall indicate, as the shareholder wishes, some or all of the shares registered on his/her securities account.
    The aforementioned certificate shall include the following information:

    • a) business name, registered office, address, issuer’s stamp and number of the certificate,
    • b) number of shares,
    • c) type and code of shares,
    • d) name, registered office and address of Budimex S.A.,
    • e) nominal value of shares,
    • f) first and last name or business name of the entity that has rights under the shares,
    • g) registered office (place of residence) and address of the entity that has rights 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 they are entered into the share register on 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, having provided 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 the documents to be presented at the OGM as well as draft resolutions shall be available for shareholders as of the date of the invitation to the OGM in the registered office of Budimex S.A. in Warsaw, ul. Stawki 40, room 301, from Monday to Thursday between 9:00 a.m. and 4:00 p.m. and on Friday between 9:00 a.m. and 2:00 p.m., as well as on the Company’s website (www.budimex.pl).
  • 11. Information on the OGM is available on www.budimex.pl
  • 12. The Ordinary General Meeting will be broadcast online at a special address given on Budimex S.A.’s website (www.budimex.pl).
  • 13. In all the aforesaid cases, prior to using the e-mail address

    walnezgromadzenie@budimex.pl

in connection with the OGM, every shareholder shall submit to the Company’s registered office in Warsaw, ul. Stawki 40, a statement bearing their handwritten signature or the signature of a person representing the shareholder, indicating an e-mail address from which e-mails will be sent to the Company’s aforesaid e-mail address.
It is mandatory to deliver documents confirming that the person is indeed a shareholder of the Company and appropriate documents (current excerpt from a relevant register) confirming the right of the person signing the statement to represent a shareholder that is not a natural person.
Should the obligation stipulated in section 13 be violated, no e-mails and statements sent to the aforementioned e-mail address of Budimex S.A. will be considered.
Documents sent to the aforementioned e-mail address should be sent as PDF files in Polish or with a certified translation into Polish.
The risk related to the use of the aforementioned electronic form of communication shall be borne by the shareholder.