Current report no 22 / 2012

Current report no 22 / 2012 - 26 April 2012 / 00:00

Resolutions adopted by the Ordinary General Meeting of Shareholders of Budimex SA

The Management Board of Budimex SA makes public the text of the resolutions adopted by the Ordinary General Meeting of Shareholders of Budimex SA held on 26 April 2012:

Resolution of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on: appointing the Chairperson for the Ordinary General Meeting
The Ordinary General Meeting of Shareholders in Budimex SA adopts the following resolution:
§ 1. The Ordinary General Meeting of Shareholders appoints Mr Andrzej Janusz Wyglądała to act as the Chairperson of the Ordinary General Meeting.
§ 2. The resolution becomes effective on the date of its adoption.
The resolution was adopted by secret ballot.
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,154,798 votes for adoption of the resolution on appointing the Chairperson for the Ordinary General Meeting.
None of the Shareholders opposed the resolution, none abstained.

Resolution of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on: waiving the secrecy of voting during election of the Ballot Counting Committee
§ 1. The Ordinary General Meeting of Shareholders in Budimex SA waives the secrecy of voting during election of the Ballot Counting Committee.
§2. The resolution becomes effective on the date of its adoption.
Number of shares with valid votes – 18,061,043 shares (70.74 % of share capital).
Overall number of valid votes – 18,061,043 votes.
There were 17,979,631 votes for adoption of the resolution on waiving the secrecy of voting during election of the Ballot Counting Committee.
None of the Shareholders opposed the resolution, 81,412 votes abstained.

Resolution of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on the election of the Ballot Counting Committee
The Ordinary General Meeting of Shareholders in Budimex SA adopts the following resolution:
§ 1. The Ordinary General Meeting of Shareholders appoints the following persons as members of the Ballot Counting Committee:
1. Bogna Kuczyńska-Piech,
2. Jadwiga Romańska-Kwinta,
3. Agnieszka Wietrzykowska.
§ 2. The resolution becomes effective on the date of its adoption.
The resolution was adopted by secret ballot.
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,154,798 votes for adoption of the resolution on election of the Ballot Counting Committee
None of the Shareholders opposed the resolution, none abstained.

Resolution of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on: adoption of the agenda
The Ordinary General Meeting of Shareholders in Budimex SA 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 Operations of Budimex SA for 2011 as well as the Financial Statements for the financial year 2011 along with the Auditor’s Opinion and the Audit Report.
7. Presenting the Report on Operations of Budimex Group for 2011 as well as the consolidated Financial Statements 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 SA 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 Company Operations as well as the Financial Statements of Budimex SA for the financial year 2011,
9.2. Considering and approving the Report on Operations of Budimex Group for 2011 as well as the consolidated Financial Statements for the financial year 2011,
9.3. Distributing the profit for 2011,
9.4. Acknowledgement of the fulfilment of duties by members of the Management Board of Budimex SA in 2011,
9.5. Acknowledgement of the fulfilment of duties by members of the Supervisory Board of Budimex SA 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 SA in this regard.
11. Adopting a resolution on observing “The Code of Best Practice for WSE-Listed Companies” in Budimex SA in the wording introduced by Resolution Nos. 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.
The resolution was adopted by open ballot.
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,154,798 votes for adoption of the resolution on adoption of the agenda.
None of the Shareholders opposed the resolution, none abstained.

Resolution No.166
of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on: considering and approving the Financial Statements of Budimex SA for the financial year 2011 and the Report on Company Operations for the year 2011.
In accordance with Article 395 paragraph 2.1 in conjunction with Article 393 paragraph 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 SA has adopted the following:
§ 1. Upon prior examination, the Financial Statements of the Company for the financial year 2011 as well as Report on Company Operations are approved. The Financial Statements include:
1. Introduction to the financial statements,
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. Additional information and explanations.
The Financial Statements of Budimex SA for the financial year 2011 has been audited by an independent certified auditor and received a positive opinion by the Company’s Supervisory Board.
§ 2. The resolution becomes effective on the date of its adoption.
This resolution has the following annexes:
1. Financial Statements of Budimex SA for the financial year 2011.
3. Report on Company Operations for 2011.
3. Auditor’s Opinion and supplementary report to the opinion on the audit of the Financial Statements of Budimex SA for the financial year 2011.  
The Chairman pronounced that the Resolution had been adopted by open ballot, while:
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,152,957 votes for adoption of the resolution on considering and approving the Financial Statements of Budimex SA for the financial year 2011 and the Report on Company Operations for the year 2011.
None of the Shareholders opposed the resolution, 1,841 votes abstained.


Resolution No.170
of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on: acknowledging the fulfilment of duties of the Supervisory Board members of Budimex SA 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 SA has adopted as follows:
§ 1 The fulfilment of duties of the Supervisory Board members of Budimex SA 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.
The Chairman pronounced that the Resolution had been adopted by secret ballot, while:
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,154,798 votes for adoption of the resolution on acknowledging the fulfilment of duties of the Supervisory Board members of Budimex SA in 2011.
None of the Shareholders opposed the resolution, none abstained.
Voting on acknowledging the fulfilment of duties was held individually for each member of the Supervisory Board.

Resolution No.171
of the Ordinary General Meeting of Shareholders in Budimex SA
of 26 April 2012
on observing “The Code of Best Practice for WSE-Listed Companies”
in Budimex SA in the wording introduced by Resolutions
of the Supervisory Board of Giełda Papierów Wartościowych w Warszawie S.A.
No. 15/1282/20111 of 31 August 2011
and No. 20/1287/2011 of 19 October 2011, hereinafter referred to as DPS 2011 bis.
In accordance with Article 395 § 5 of the Code of Commercial Partnerships and Companies and pursuant to Resolution 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 SA 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 Resolution 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.
The Chairman pronounced that the Resolution had been adopted by open ballot, while:
Number of shares with valid votes – 19,154,798 shares (75.03 % of the share capital).
Overall number of valid votes – 19,154,798 votes.
There were 19,154,798 votes for adoption of the resolution on observing “The Code of Best Practice for WSE-Listed Companies”.
None of the Shareholders opposed the resolution, none abstained.