Current report no 35/2023

Current report no 35/2023 - 18 May 2023 / 15:48

Resolutions on the agenda of the Ordinary General Meeting of 18 May 2023

The Management Board of Budimex S.A. hereby communicates the content of resolutions discussed by the Ordinary General Meeting of Budimex S.A., which took place on 18 May 2023:

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 Mr Andrzej Leganowicz Chairman of the Ordinary General Meeting.
  • 2. The Resolution enters into force as of the date of its adoption.

The Chairman of the Supervisory Board – Mr Marek Michałowski – stated that the above resolution was adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/, votes “against” – 0 /zero/, “abstaining” votes – 0 /zero/.

Resolution of the Ordinary General Meeting of Budimex S.A.

of 18 May 2023

on: election 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 Bogna Kuczyńska-Piech,
  2. Ms Agnieszka Faluszewska.
  • 2. The Resolution enters into force as of the date of its adoption.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/, votes “against” – 0 /zero/, “abstaining” votes – 0 /zero/.

 

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 of Budimex S.A. has adopted 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.

  1. Closing of the Meeting.
  • 2. The Resolution enters into force as of the date of its adoption.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/, votes “against” – 0 /zero/, “abstaining” votes – 0 /zero/.

 

Resolution No 457

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 458

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 459

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 460

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 461

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 462

of the Ordinary General Meeting of Budimex S.A.

of 18 May 2023

on: 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).
  1. The dividend payment date shall be 05 June 2023.
  • 3. The Resolution enters into force as of the date of its adoption.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/, votes “against” – 0 /zero/, “abstaining” votes – 0 /zero/.

 

Resolution No 463

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,719,558 /twenty million seven hundred and nineteen thousand five hundred and fifty eight/, votes “against” – 0 /zero/, “abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 464

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,719,558 /twenty million seven hundred and nineteen thousand five hundred and fifty eight/ votes,

– votes “for” – 20,719,558 /twenty million seven hundred and nineteen thousand five hundred and fifty eight/, votes “against” – 0 /zero/, “abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 465

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,719,558 /twenty million seven hundred and nineteen thousand five hundred and fifty eight/ votes,

– votes “for” – 20,719,558 /twenty million seven hundred and nineteen thousand five hundred and fifty eight/, votes “against” – 0 /zero/, “abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 466

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the following number of votes had been cast by secret ballot:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” 911,353 /nine hundred and eleven thousand three hundred and fifty three/, votes “against” – 0/zero/, “abstaining” votes – 19,836,890 /nineteen million eight hundred and thirty six thousand eight hundred and ninety /.

The Chairman of the Meeting stated that the above Resolution No 466 had not received the required majority of votes and had not been adopted.

 

Resolution No 467

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 17,990,320 /seventeen million nine hundred ninety and thousand three hundred and twenty/, votes “against” – 792,298 /seven hundred and ninety two thousand two hundred and ninety eight/, “abstaining” votes – 1,965,625 /one million nine hundred and sixty five thousand six hundred and twenty five/.

 

Resolution No 468

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,723,835 /twenty million seven hundred and twenty three thousand eight hundred and thirty five/, votes “against” – 0 /zero/, “abstaining” votes – 24,408 /twenty four thousand four hundred and eight/.

 

Resolution No 469

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 18,702,463 /eighteen million seven hundred and two thousand four hundred and sixty three/, votes “against” – 2,045,780 /two million forty five thousand seven hundred and eighty/, “abstaining” votes – 0 /zero/.

 

Resolution No 470

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 471

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 472

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 473

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 474

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 475

of the Ordinary General Meeting of Budimex S.A.

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 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 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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 476

of the Ordinary General Meeting of Budimex S.A.

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 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 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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 477

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 478

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 479

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 480

of the Ordinary General Meeting of Budimex S.A.

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 202

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.

The Chairman stated that the above resolution had been adopted by secret ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 20,400,874 /twenty million four hundred thousand eight hundred and seventy four/, votes “against” – 318,684 /three hundred and eighteen thousand six hundred and eighty four/, abstaining” votes – 28,685 /twenty eight thousand six hundred and eighty five/.

 

Resolution No 481

of the Ordinary General Meeting of Budimex S.A.

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.

The Chairman stated that the above resolution had been adopted by open ballot, where:

– number of shares from which valid votes were cast – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ shares (which represents 81.27% /eighty one and twenty seven hundredths per cent/ of the share capital),

– total number of valid votes – 20,748,243 /twenty million seven hundred and forty eight thousand two hundred and forty three/ votes,

– votes “for” – 17,542,617 /seventeen million five hundred and forty two thousand six hundred and seventeen/, votes “against” – 3,205,626 /three million two hundred and five thousand six hundred and twenty six/, abstaining” votes – 0 /zero/.