Current report no 27/2023

Current report no 27/2023 - 20 April 2023 / 12:22

Draft resolutions of the Ordinary General Meeting of Budimex S.A. convened on 18.05.2023‎

With reference to report No 26/2023 of 20 April 2023 on convening the Ordinary General Meeting ‎of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft ‎resolutions for the Ordinary General Meeting convened on 18 May this year:‎

draft

Resolution of the Ordinary General Meeting of Budimex S.A.‎
of 18 May 2023‎
on: election of the Chairman of the Ordinary General Meeting

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:‎
‎§ 1. The Ordinary General Meeting hereby appoints Ms/Mr ………………………………. Chairman of ‎the Ordinary General Meeting.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution of the Ordinary General Meeting of Budimex S.A.‎
of 18 May 2023‎
on: appointment of the Returning Committee‎

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:‎
‎§ 1. The Ordinary General Meeting hereby appoints the Returning Committee in the following ‎composition:‎
‎1. Ms/Mr …………………………,‎
‎2. Ms/Mr ………………………….‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution of the Ordinary General Meeting of Budimex S.A.‎
of 18 May 2023 on: adoption of the agenda.‎

The Ordinary General Meeting of Budimex S.A. hereby resolves as follows:‎

‎§ 1. The Ordinary General Meeting hereby adopts the following agenda:‎
‎1. Opening of the Ordinary General Meeting.‎
‎2. Election of the Chairman of the Ordinary General Meeting.‎
‎3. Acknowledgement of due convention of the Ordinary General Meeting and its capacity to adopt ‎resolutions.‎
‎4. Election of the Returning Committee.‎
‎5. Adoption of the agenda.‎
‎6. Presentation and review of the report on the operations of the Budimex Group and Budimex ‎S.A. for 2022, the financial statements of Budimex S.A. for the year ended on 31 December 2022 ‎together with a report on the audit of the annual financial statements of Budimex S.A. for the year ‎ended on 31 December 2022, as well as the consolidated financial statements of the Budimex ‎Group for the year ended on 31 December 2022 together with a report on the audit of the annual ‎consolidated financial statements for the year ended on 31 December 2022.‎
‎7. Presentation and review of the report on non-financial information of Budimex S.A. for 2022 and ‎the report on non-financial information of the Budimex Group for 2022.‎
‎8. Presentation of the Supervisory Board’s report on the remuneration of members of the ‎Management Board and the Supervisory Board for 2022.‎
‎9. Presentation and review of the report of the Supervisory Board of Budimex S.A. including the ‎results of the assessment of the Management Board reports on the operations and financial ‎statements for the financial year 2022, motion of the Management Board concerning distribution of ‎profit, as well as the assessment of the Company’s situation.‎
‎10. Adoption of resolutions regarding:‎
‎10.1 review and approval of the report on the operations of the Budimex Group and Budimex S.A. ‎for 2022,‎
‎10.2 review and approval of the report of non-financial information of Budimex S.A. for 2022,‎
‎10.3 review and approval of the report on non-financial information of the Budimex Group for 2022,‎
‎10.4 review and approval of the financial statements of Budimex S.A. for the year ended on 31 ‎December 2022,‎
‎10.5 review and approval of the consolidated financial statements of the Budimex Group for the ‎year ended on 31 December 2022,‎
‎10.6 distribution of profit for 2022, ‎
‎10.7 grant of discharge to members of the Management Board of Budimex S.A. for the ‎performance of their duties in 2022,‎
‎10.8 approval of the completion of the composition of the Supervisory Board of Budimex S.A., ‎which took place on 30 March 2023, by co-opting, pursuant to Article 16 section 3 of the Company’s ‎Articles of Association, a new member of the Supervisory Board – Ms Silvia Rodriguez Hueso, due ‎to the resignation of Mr Mario Mostoles Nieto,‎
‎10.9 review and approval of the report on the operations of the Supervisory Board of Budimex S.A. ‎for 2022,‎
‎10.10 giving an opinion on the report of the Supervisory Board of Budimex S.A. on the ‎remuneration of members of the Company’s Management Board and Supervisory Board,‎
‎10.11 grant of discharge to members of the Supervisory Board for the performance of their duties ‎in 2022,‎
‎10.12 amendment to § 16 of the Articles of Association of Budimex S.A. and adoption of a ‎consolidated text of the Articles of Association.‎
‎11. Closing of the Meeting.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 457‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the report on the operations of the Budimex Group and Budimex S.A. ‎for 2022‎

Pursuant to Article 395 § 2(1) in conjunction with Article 393 (1) of the Code of Commercial ‎Companies and § 13 (a) of the Company’s Articles of Association, the Ordinary General Meeting of ‎Budimex S.A. hereby resolves as follows:‎
‎§ 1. Upon prior review, the report on the operations of the Budimex Group and Budimex S.A. for ‎‎2022 are hereby approved.‎

‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices:‎
Appendix No 1 – Report on the operations of the Budimex Group and Budimex S.A. for 2022, ‎presented for review at the Ordinary General Meeting, published in the annual report for 2022 on ‎‎31 March 2023 and on the website of Budimex S.A.‎

draft

Resolution No 458‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the report of Budimex S.A. on non-financial information for 2022‎

Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, in conjunction with Article 49b ‎section 1 and 9 of the Accounting Act and § 13(a) of the Company’s Articles of Association, the ‎Ordinary General Meeting of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Upon prior review, the report on non-financial information of Budimex S.A. for 2022 is hereby ‎approved.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices:‎
Appendix No 1 – Report on non-financial information of Budimex S.A for 2022, presented for ‎review at the Ordinary General Meeting, published in the annual report for 2022 on 31 March 2023 ‎and on the website of Budimex S.A.‎
draft

Resolution No 459‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the report on non-financial information of the Budimex Group for 2022‎

Pursuant to Article 395 § 5 of the Code of Commercial Companies in conjunction with Article 55 ‎section 2b and section 2c of the Accounting Act, the Ordinary General Meeting of Budimex S.A. ‎hereby resolves as follows:‎
‎§ 1. Upon prior review, the report of the Budimex Group on non-financial information for 2022 is ‎hereby approved.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices:‎
Appendix No 1 – Report on non-financial information of the Budimex Group for 2022, presented for ‎review at the Ordinary General Meeting, published in the annual report for 2022 on 31 March 2023 ‎and on the website of Budimex S.A.‎

draft

Resolution No 460‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the financial statements of Budimex S.A. for the year ended on 31 ‎December 2022.‎

Pursuant to Article 395 § 2(1) in conjunction with Article 393(1) of the Code of Commercial ‎Companies and Article 53 section 1 of the Accounting Act of 29 September 1994, the Ordinary ‎General Meeting of Budimex S.A. hereby resolves as follows:‎

‎§ 1. Upon prior review, the Company’s financial statements for the year ended on 31 December ‎‎2022 are hereby approved. The financial statements comprise:‎
‎1. a report on the financial position prepared as at 31 December 2022, showing total assets, ‎liabilities and equity of PLN 6,442,939 thousand / six billion four hundred and forty-two million nine ‎hundred and thirty-nine thousand zlotys/,‎
‎2. a profit and loss account for the period from 1 January 2022 to 31 December 2022, showing a net ‎profit of PLN 459,539 thousand / four hundred and fifty-nine million five hundred and thirty-nine ‎thousand zlotys/,‎
‎3. a statement of comprehensive income for the period from 1 January 2022 to 31 December 2022, ‎showing a total comprehensive income of PLN 462,624 thousand / four hundred and sixty-two ‎million six hundred and twenty-four thousand zlotys/,‎
‎4. a statement of changes in equity for the period from 1 January 2022 to 31 December 2022, ‎showing a decrease in equity of PLN 136,567 thousand / one hundred and thirty-six million five ‎hundred and sixty-seven thousand zlotys/,‎
‎5. a cash flow statement for the period from 1 January 2022 to 31 December 2022, showing an ‎increase in cash of PLN 465,246 thousand / four hundred and sixty-five million two hundred and ‎forty-six thousand zlotys/,‎
‎6. additional notes and explanations.‎
The financial statements of Budimex SA for the year ended on 31 December 2022 were audited by ‎an independent certified auditor and received an approving opinion of the Company’s Supervisory ‎Board.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices – Financial statements of Budimex S.A. for the year ended on 31 December 2022 and ‎the Report on the audit of the annual financial statements of Budimex S.A. for the year ended on ‎‎31 December 2022, presented for review at the Ordinary General Meeting, published in the annual ‎report for 2022 on 31 March 2023 and on the website of Budimex S.A.‎

draft

Resolution No 461‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the consolidated financial statements for the year ended on 31 ‎December 2022‎

Pursuant to Article 395 § 5 of the Code of Commercial Companies and Article 63c section 4 of the ‎Accounting Act of 29 September 1994, the Ordinary General Meeting of Budimex S.A. hereby ‎resolves as follows:‎

‎§ 1. Upon prior review, the consolidated financial statements of the Budimex Group for the year ‎ended on 31 December 2022 are hereby approved. The consolidated financial statements ‎comprise:‎
‎1. a consolidated report on the financial position prepared as at 31 December 2022, showing total ‎assets, liabilities and equity of PLN 7,387,208 / seven billion three hundred and eighty-seven million ‎two hundred and eight thousand zlotys/,‎
‎2. a consolidated profit and loss account for the period from 1 January 2022 to 31 December 2022, ‎showing a net profit of PLN 548,129 thousand /five hundred and forty-eight million one hundred ‎and twenty-nine thousand zlotys/,‎
‎3. a consolidated statement of comprehensive income for the period from 1 January 2022 to 31 ‎December 2022, showing a total comprehensive income of PLN 552,021 thousand / five hundred ‎and fifty-two million, twenty-one thousand zlotys/,‎
‎4. a consolidated statement of changes in equity for the period from 1 January 2022 to 31 ‎December 2022, showing a decrease in equity of PLN 61,552 thousand /sixty-one million five ‎hundred and fifty-two thousand zlotys/,‎
‎5. a consolidated cash flow statement for the period from 1 January 2022 to 31 December 2022, ‎showing an increase in cash of PLN 537,159 thousand /five hundred and thirty-seven million, one ‎hundred and fifty-nine thousand zlotys/,‎
‎6. additional notes and explanations.‎
The consolidated financial statements of the Budimex Group were audited by an independent ‎certified auditor and received an approving opinion of the Supervisory Board of Budimex S.A.‎

‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices – Consolidated financial statements of the Budimex Group for the year ended on 31 ‎December 2022 and the Report on the audit of the annual consolidated financial statements of ‎Budimex Group for the year ended on 31 December 2022 presented for review at the Ordinary ‎General Meeting, published in the consolidated annual report for 2022 on the 31 March 2023 and ‎on the website of Budimex S.A.‎

draft

Resolution No 462‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: the distribution of profit for 2022‎

Pursuant to Article 395 § 2(2) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎

‎§ 1. It is decided that the net profit for the period from 1 January 2022 to 31 December 2022 in the ‎amount of PLN 459,286,463.02 (say: four hundred and fifty-nine million two hundred and eighty-six ‎thousand four hundred and sixty-three zlotys and two grosz) will be allocated for the payment of a ‎dividend of PLN 17.99 (say: seventeen zlotys, ninety-nine grosz) gross per share. It is decided that ‎the remaining part of the profit in the amount of PLN 252,085.37 (say: two hundred and fifty-two ‎thousand eighty-five zlotys and thirty-seven grosz) will be allocated to the spare capital.‎
‎§ 2.1. The list of shareholders entitled to receive the dividend for the year 2022 shall be determined ‎as at 25 May 2023 (dividend record date).‎
‎2. The dividend payment date shall be 05 June 2023.‎

‎§ 3. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 463‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Artur Popko, President of the Management Board of Budimex S.A., for ‎the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Following the positive assessment of the Company’s operations in 2022, upon a motion of the ‎Supervisory Board, discharge is hereby granted to Mr Artur Popko, President of the Management ‎Board of Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 ‎December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 464‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Jacek Daniewski, member of the Management Board of Budimex S.A., ‎for the performance of his duties in 2022.‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Following the positive assessment of the Company’s operations in 2022, upon a motion of the ‎Supervisory Board, discharge is hereby granted to Mr Jacek Daniewski, member of the ‎Management Board of Budimex S.A., for the performance of his duties in the period from 1 January ‎‎2022 to 31 December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 465‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎

on: grant of discharge to Mr Marcin Węgłowski, member of the Management Board of Budimex ‎S.A., for the performance of duties in 2022.‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Following the positive assessment of the Company’s operations in 2022, upon a motion of the ‎Supervisory Board, discharge is hereby granted to Mr Marcin Węgłowski, member of the ‎Management Board of Budimex S.A., for the performance of his duties in the period from 1 January ‎‎2022 to 31 December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 466‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Artur Pielech, member of the Management Board of Budimex S.A., for ‎the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Following the positive assessment of the Company’s operations in 2022, discharge is hereby ‎granted to Mr Artur Pielech, member of the Management Board of Budimex S.A., for the ‎performance of his duties in the period from 1 January 2022 to 31 December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 467‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: approval of the completion of the composition of the Supervisory Board of Budimex S.A., which ‎took place on 30 March 2023, by co-opting, pursuant to Article 16 section 3 of the Company’s ‎Articles of Association, a new member of the Supervisory Board – Ms Silvia Rodriguez Hueso, due ‎to the resignation of Mr Mario Mostoles Nieto,‎

Pursuant to Article 395 § 5 of the Code of Commercial Companies and § 16 section 3 of the ‎Company’s Articles of Association, the Ordinary General Meeting of Budimex S.A. hereby resolves ‎as follows:‎

‎§ 1. Following the resignation of Mr Mario Mostoles Nieto from his function in the Supervisory ‎Board of Budimex S.A. and the completion of the composition of the Supervisory Board of the ‎eleventh term of office, made by the Supervisory Board by Resolution No 396 of 30 March 2023, the ‎Supervisory Board’s co-optation of Ms Silvia Rodriguez Hueso to its composition is hereby ‎approved.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 468‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: review and approval of the report on the operations of the Supervisory Board of Budimex S.A. ‎for 2022‎

Pursuant to Article 395 § 5 of the Code of Commercial Companies, ‎
the Ordinary General Meeting of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Upon prior review, the report of the Supervisory Board of Budimex S.A. for 2022, constituting ‎an appendix hereto, is hereby approved.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices:‎
Appendix No 1 – Report of the Supervisory Board of Budimex S.A. for 2022.‎

draft

Resolution No 469‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration ‎of members of the Company’s Management Board and Supervisory Board
Pursuant to Article 90g section 6 of the Act on public offering, conditions governing the introduction ‎of financial instruments to organised trading and on public companies, the Ordinary General ‎Meeting of Budimex S.A. hereby resolves as follows:‎

‎§ 1. The Ordinary General Meeting gives a positive opinion on the report of the Supervisory Board ‎of Budimex S.A. on the remuneration of members of the Company’s Management Board and ‎Supervisory Board, constituting an Appendix to this resolution.‎

‎§ 2. The Resolution enters into force as of the date of its adoption.‎

Appendices:‎
Appendix No 1 – Report of the Supervisory Board of Budimex S.A. on the remuneration of ‎members of the Company’s Management Board and Supervisory Board together with a certified ‎auditor’s opinion.‎

draft

Resolution No 470‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Ms Danuta Dąbrowska, member of the Supervisory Board ‎
of Budimex S.A., for the performance of her duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
Discharge is hereby granted to Ms Danuta Dąbrowska, member of the Supervisory Board of ‎Budimex S.A., for the performance of her duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 471‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Marek Michałowski, member of the Supervisory Board of Budimex ‎S.A., for the performance of his duties in 2022.‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Marek Michałowski, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 472‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Juan Ignacio Gaston Najarro, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Juan Ignacio Gaston Najarro, member of the Supervisory ‎Board of Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 ‎December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎
draft

Resolution No 473‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Jose Carlos Garrido-Lestache Rodriguez, member of the Supervisory ‎Board of Budimex S.A., for the performance of his duties in 2022.‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Jose Carlos Garrido-Lestache Rodriguez, member of the ‎Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January ‎‎2022 to 19 May 2022 (mandate expiry date).‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 474‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Igor Adam Chalupec, member of the Supervisory Board of Budimex ‎S.A., for the performance of his duties in 2022.‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Igor Adam Chalupec, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 475‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Janusz Dedo, member of the Supervisory Board ‎
of Budimex S.A., for the performance of her duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Janusz Dedo, member of the Supervisory Board of Budimex ‎S.A., for the performance of his duties in the period from 1 January 2022 to 31 December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 476‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎

on: grant of discharge to Mr Artur Kucharski, member of the Supervisory Board ‎
of Budimex S.A., for the performance of her duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Artur Kucharski, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 477‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Dariusz Jacek Blocher, member of the Supervisory Board of Budimex ‎S.A., ‎
for the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Dariusz Jacek Blocher, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 478‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Ignacio Aitor Garcia Bilbao, member of the Supervisory Board of ‎Budimex S.A., ‎
for the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Ignacio Aitor Garcia Bilbao, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 31 December ‎‎2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 479‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Mario Mostoles Nieto, member of the Supervisory Board ‎
of Budimex S.A., for the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Mario Mostoles Nieto, member of the Supervisory Board of ‎Budimex S.A., for the performance of his duties in the period from 1 January 2022 to 8 November ‎‎2022 (date of resignation).‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 480‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: grant of discharge to Mr Mario Manuel Menendez Montoya, member of the Supervisory Board ‎
of Budimex S.A., for the performance of his duties in 2022‎

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Meeting ‎of Budimex S.A. hereby resolves as follows:‎
‎§ 1. Discharge is hereby granted to Mr Mario Manuel Menendez Montoya, member of the ‎Supervisory Board of Budimex S.A., for the performance of his duties in the period from 19 May ‎‎2022 (date of appointment as member of the Board) to 31 December 2022.‎
‎§ 2. The Resolution enters into force as of the date of its adoption.‎

draft

Resolution No 481‎
of the Ordinary General Meeting of Budimex SA
of 18 May 2023‎
on: amendment to § 16 of the Company’s Articles of Association and adoption of a consolidated ‎text of the Articles of Association

Pursuant to Article 430 and Article 380(1) § 5 of the Code of Commercial Companies and § 13(r) of ‎the Company’s Articles of Association, it is hereby resolved as follows:‎

‎§ 1. The following section 3a shall be added after § 16 section 3 of the Articles of Association:‎

‎“Meetings of the Board shall be convened by the Chairman of the Board, and where he/she is ‎unable to do so, by the Vice-Chairman or the Secretary acting in his/her stead.‎
The meeting shall be conducted by the Chairman of the Board, and in his/her absence, by the Vice-‎Chairman or a Member designated by the Board.”‎

‎§ 2. The following section 7a shall be added after § 16 section 7 of the Articles of Association:‎

‎“The Management Board shall provide the Supervisory Board at its meetings with material ‎information concerning the Company, as well as material information held by the Management ‎Board concerning the Company’s subsidiaries, unless the Supervisory Board requests by resolution ‎that information on a specific matter be provided by the Management Board between meetings of ‎the Supervisory Board. The Management Board shall provide information to the Supervisory Board ‎in any form, unless the Supervisory Board, in a resolution, determines the form of provision of ‎information. The application of Article 380 (1) from § 1 to § 4 of the Code of Commercial Companies ‎shall be excluded.” ‎

‎§ 3. Due to the amendments to the Articles of Association introduced in § 1 and § 2 of this ‎resolution, a consolidated text of the Articles of Association incorporating these amendments is ‎hereby adopted, which is included in the appendix to this resolution. The appendix constitutes an ‎integral part of this resolution.‎

‎§ 4. The Resolution enters into force as of the date of registration in the National Court Register of ‎the amendments to the Articles of Association introduced hereunder.‎

Appendices:‎
Consolidated text of the Articles of Association of Budimex S.A.‎