Current reports
The Management Board of Budimex S.A. informs that on 07.05.2024. The General Directorate for National Roads and Motorways, Lublin Branch, informed the Company that its offer was evaluated the highest in the tender procedure entitled: DESIGN AND CONSTRUCTION OF THE S17 PIASKI – HREBENNE EXPRESSWAY, SECTION NO. 3: “KRASNYSTAW PÓŁNOC” (“KRASNYSTAW I”) JUNCTION WITH THE “IZBICA” (“TARZYMIECHY”) JUNCTION WITH THE “TARZYMIECHY” JUNCTION.
The above does not mean that Budimex S.A.’s bid was selected as the most advantageous, as the bid evaluation procedure has not been finally completed.
Offer value: PLN 781,745,752.00 net
Date of commencement of works: from the date of conclusion of the contract by both parties
Date of completion of works: 39 months from the date of conclusion of the contract (winter periods are not included in the time of completion of works)
Warranty period for major works: up to 15 years
Warranty period: 60 months from the date indicated in the Takeover Certificate
Down payment: from 1% to 10% of the Accepted Gross Contract Amount
Payment terms: up to 30 days from the date of delivery to the Ordering Party of VAT invoices issued for the amounts certified in the Payment Certificates
Performance bank guarantee: 10% of the Accepted Gross Contract Amount
Maximum value of contractual penalty paid by the Contractor: 20% of the Accepted Net Contract Amount
The Ordering Party reserves the right to demand supplementary compensation transferring the amount of contractual penalties to the amount of the actual damage suffered, arising or likely to arise in connection with non-performance or improper performance of the contract by the Contractor.
Other contractual conditions do not deviate from market standards.
The value of the offering exceeds the threshold of 196,030 thousand. PLN net.
The Management Board of Budimex S.A. announces that on 7 May 2024, the General Directorate for National Roads and Motorways, Branch in Lublin, informed the Company that its bid had been awarded the highest score in the tender procedure for: “DESIGN AND CONSTRUCTION OF THE S17 PIASKI – HREBENNE EXPRESS ROAD, SECTION 3: “KRASNYSTAW PÓŁNOC” JUNCTION (“KRASNYSTAW I”) WITH THE JUNCTION – “IZBICA” JUNCTION (“TARZYMIECHY”) WITH THE JUNCTION”.
The aforementioned information does not mean selecting the bid of Budimex S.A. as the most advantageous one, because the procedure concerning the bid evaluation has not yet been finally completed.
Bid value: PLN 781,745,752.00 net
Works commencement date: from the date of contract conclusion by both parties
Works completion date: 39 months from the date of contract execution (the implementation time does not include winter periods)
Guarantee period for the main works: 15 years
Warranty period: 60 months from the date indicated in the Work Acceptance Certificate
Advance payment: from 1% to 10% of the Accepted Gross Contract Amount
Payment terms: within 30 days of the date of delivery of VAT invoices to the Employer, issued for the amounts certified in Payment Certificates
Bank performance bond: 10% of the Accepted Gross Contract Amount
Maximum amount of contractual penalty paid by the Contractor: 20% of the Accepted Net Contract Amount
The Employer reserves the right to demand supplemental damages in excess of contractual penalties up to the amount of actual loss that was incurred or could be incurred due to the non-performance or improper performance of the Contract by the Contractor.
Other terms and conditions of the contract do not differ from the market standards.
The bid value exceeds the threshold of PLN 196,030 thousand net.
With reference to report No. 37/2024 of 22 April 2024 on convening the Ordinary General Meeting of Budimex SA, the Management Board of Budimex SA submits draft resolutions for the Ordinary General Meeting, which was convened for 23 May this year:
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Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: election of the Chairman of the Ordinary General Meeting
The Ordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Ordinary General Meeting appoints Ms. ……………………. for the Chairman of the Ordinary General Meeting.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: election of the Ballot Counting Committee
The Ordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Ordinary General Meeting appoints the Ballot Counting Committee composed of:
1. Mrs/Mr. …………………………,
2. Ms/Mr. ………………………….
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: adoption of the agenda
The Ordinary General Meeting of Budimex S.A. adopts a resolution with the following wording:
§ 1. The Ordinary General Meeting adopts the following agenda:
- Opening of the Annual General Meeting.
- Election of the Chairman of the Annual General Meeting.
- Confirmation of the correctness of convening the Annual General Meeting and its ability to adopt resolutions.
- Election of the Ballot Counting Committee.
- Adoption of the agenda.
- Presentation and consideration of the report on the activities of the Budimex Group and Budimex S.A. for 2023, the financial statements of Budimex S.A. for the year ended 31 December 2023 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2023 and the consolidated financial statements of the Budimex Group for the year ended 31 December 2023 together with the report on the audit of the annual consolidated financial statements for the year ended December 31, 2023.
- Presentation and consideration of the report on non-financial information of Budimex S.A. for 2023 and the report on non-financial information of the Budimex Group for 2023.
- Presentation of the Supervisory Board’s report on the remuneration of members of the Management Board and the Supervisory Board for 2023.
- Presentation and consideration of the report of the Supervisory Board of Budimex S.A., containing the results of the assessment of the Management Board’s reports on the activities and financial statements for the financial year 2023 and the Management Board’s proposal regarding the distribution of profit, as well as the assessment of the Company’s standing.
- Presentation of the draft remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A. together with the recommendation of the Company’s Supervisory Board regarding its adoption by the Ordinary General Meeting.
- Adoption of resolutions on:
11.1 consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for 2023,
11.2 consideration and approval of the report on non-financial information of Budimex S.A. for 2023,
11.3 consideration and approval of the report on non-financial information of the Budimex Group for 2023,
11.4 review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2023,
11.5 review and approval of the consolidated financial statements of the Budimex Group for the year ended 31 December 2023,
11.6 profit distribution for 2023,
11.7 granting discharge to members of the Management Board of Budimex S.A. for the performance of their duties in 2023,
11.8 consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2023,
11.9 giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and the Supervisory Board of the Company,
11.10 granting discharge to members of the Supervisory Board for the performance of their duties in 2023,
11.11 adoption of the remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A.
12. Closing of the General Meeting.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 482
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for 2023
Pursuant to Art. 395 § 2 point 1 in conjunction with Art. 393 item 1 of the Commercial Companies Code and § 13 letter a) of the Company’s Articles of Association – Ordinary General Meeting of Budimex S.A.resolves as follows:
§ 1. The report on the activities of the Budimex Group and Budimex S.A. for 2023 is approved, after prior consideration.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
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Resolution No. 483
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on non-financial information of Budimex S.A. for 2023
Pursuant to Art. 395 § 2 point 1 of the Commercial Companies Code in conjunction with Art. 49b sec. 1 and 9 of the Accounting Act and § 13 letter a) of the Company’s Articles of Association The Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The report on non-financial information of Budimex S.A. for 2023 is approved, subject to prior consideration.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
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Resolution No. 484
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on non-financial information of the Budimex Group for 2023
Pursuant to Art. 395 § 2 point 1 of the Commercial Companies Code in conjunction with Art. 49b sec. 1 and 9 of the Accounting Act and § 13 letter a) of the Company’s Articles of Association The Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The report on non-financial information of the Budimex Group for 2023 is approved, after prior consideration.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
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Resolution No. 485
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: consideration and approval of the financial statements of Budimex S.A. for the year ended 31 December 2023
Pursuant to Art. 395 § 2 point 1 in conjunction with Art. 393 item 1 of the Commercial Companies Code and Art. 53 sec. 1 of the Act of 29 September 1994. on accounting, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The Company’s financial statements for the year ended December 31, 2023 are hereby approved, subject to prior consideration. The financial statements include:
1. the statement of financial position prepared as at 31 December 2023, which on the assets side, as well as equity and liabilities, shows the amount of PLN 7,349,333 thousand (seven billion three hundred forty-nine million three hundred thirty-three thousand zlotys),
2. profit and loss account for the period from January 1st 2023 to December 31st 2023, showing a net profit of PLN 749,569 thousand (seven hundred and forty-nine million five hundred and sixty-nine thousand zlotys),
3. the statement of comprehensive income for the period from January 1st 2023 to December 31st 2023, showing total comprehensive income of PLN 746,971 thousand (seven hundred forty-six million nine hundred seventy-one thousand zlotys),
4. the statement of changes in equity for the period from January 1st 2023 to December 31st 2023, showing an increase in equity of PLN 287,685 thousand (two hundred eighty-seven million six hundred eighty-five thousand),
5. statement of cash flows for the period from January 1st 2023 to December 31st 2023, showing an increase in cash and cash of PLN 650,242 thousand (six hundred fifty million two hundred and forty-two thousand zlotys),
6. Additional information and explanations.
The financial statements of Budimex SA for the year ended 31 December 2023 have been audited by an independent statutory auditor and positively assessed by the Company’s Supervisory Board.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 486
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: consideration and approval of the consolidated financial statements for the year ended 31 December 2023
Pursuant to Art. 395 § 5 of the Commercial Companies Code and Art. 63c sec. 4 of the Act of 29 September 1994. on accounting, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The consolidated financial statements of the Budimex Group for the year ended 31 December 2023 are hereby approved. The consolidated financial statements include:
1. consolidated statement of financial position prepared as at December 31st 2023, which on the assets side, as well as equity and liabilities, shows PLN 8,418,241 thousand (eight billion four hundred and eighteen million two hundred and forty-one thousand zlotys),
2. consolidated income statement for the period from 1 January 2023 to 31 December 2023, showing a net profit of PLN 746,065 thousand (seven hundred forty-six million sixty-five thousand zlotys),
3. consolidated statement of comprehensive income for the period from January 1st 2023 to December 31st 2023, showing total comprehensive income of PLN 739,586 thousand (seven hundred thirty-nine million five hundred eighty-six thousand zlotys),
4. consolidated statement of changes in equity for the period from January 1, 2023 to December 31, 2023, showing an increase in equity in the amount of PLN 270,843 thousand (two hundred seventy million eight hundred forty-three thousand zlotys),
5. consolidated statement of cash flows for the period from January 1st 2023 to December 31st 2023, showing an increase in cash and cash of PLN 656,484 thousand (six hundred fifty-six million four hundred eighty-four thousand zlotys),
6. Additional information and explanations.
The consolidated financial statements of the Budimex Group have been audited by an independent statutory auditor and have received a positive opinion from the Supervisory Board of Budimex S.A.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 487
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: distribution of profit for 2023
Pursuant to Art. 395 § 2 point 2 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Net profit for the period from January 1, 2023 to December 31, 2023 in the amount of PLN 749,569,174.76 (in words: seven hundred forty-nine million five hundred sixty-nine thousand one hundred seventy-four zlotys and seventy-six groszy) increased by a part of the supplementary capital created from profits from previous years in the amount of PLN 161,600,022.86 (in words: one hundred sixty-one million six hundred thousand twenty-two zlotys and eighty-six groszy), which gives the total amount of PLN 911,169,197.62 (in words: nine hundred eleven million one hundred sixty-nine thousand one hundred ninety-seven zlotys and sixty-two grosze), it is decided to allocate PLN 35.69 gross (in words: thirty-five zlotys and sixty-nine groszy) per share for the payment of dividend.
§ 2. 1. The list of shareholders entitled to dividend for 2023 is set at 29 May 2024 (dividend date).
2. The dividend payment date is set for June 6, 2024.
§ 3. The resolution shall enter into force on the date of its adoption.
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Resolution No. 488
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to the President of the Management Board of Budimex S.A. – Mr Artur Popko, on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, the President of the Management Board of Budimex S.A., Mr Artur Popko, is granted discharge in respect of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 489
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to the Member of the Management Board of Budimex S.A. – Mr Jacek Daniewski, on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, a discharge is granted to the Member of the Management Board of Budimex S.A., Mr Jacek Daniewski, on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 490
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to the Member of the Management Board of Budimex S.A. – Mr Marcin Węgłowski, on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, a discharge is granted to the Member of the Management Board of Budimex S.A., Mr Marcin Węgłowski, on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 491
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to the Member of the Management Board of Budimex S.A. – Ms Anna Karyś-Sosińska, on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, a member of the Management Board of Budimex S.A., Ms Anna Karyś-Sosińska, is granted discharge in respect of the performance of her duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 492
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: granting discharge to the Member of the Management Board of Budimex S.A. – Mr Cezary Łysenko, in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, a discharge is granted to the Member of the Management Board of Budimex S.A., Mr Cezary Łysenko, on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 493
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Maciej Olek, Member of the Management Board of Budimex S.A., on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, at the request of the Supervisory Board, a discharge is granted to the Member of the Management Board of Budimex S.A., Mr Maciej Olek, on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 494
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Artur Pielech, Member of the Management Board of Budimex S.A., on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. With a positive assessment of the Company’s operations in 2023, a member of the Management Board of Budimex S.A., Mr Artur Pielech, is granted discharge in respect of the performance of his duties for the period from 1 January 2023 to 30 March 2023 (date of dismissal from the Management Board).
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 495
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2023
Pursuant to Art. 395 § 5 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The report of the Supervisory Board of Budimex S.A. for 2023, attached to this resolution, is hereby approved, subject to prior consideration.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
Appendix No. 1 – Report of the Supervisory Board of Budimex S.A. for 2023.
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Resolution No. 496
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and the Supervisory Board of the Company
Pursuant to Art. 90g of sec. Article 6 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the Ordinary General Meeting of Budimex S.A. 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 Management Board and the Supervisory Board of the Company, which is attached to this resolution.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
Appendix No. 1 – Report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and Supervisory Board of the Company together with the assessment of the statutory auditor
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Resolution No. 497
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: granting Ms. Danuta Dąbrowska – Member of the Supervisory Board
Budimex S.A. discharge in respect of duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ Grants to Ms Danuta Dąbrowska – Member of the Supervisory Board of Budimex S.A.discharge in respect of the performance of duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 498
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., is hereby granting discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 499
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Juan Ignacio Gaston Najarro – Member of the Supervisory Board of Budimex S.A. in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Mr Juan Ignacio Gaston Najarro – Member of the Supervisory Board of Budimex S.A., is hereby granting discharge to fulfil his duties in respect of duties from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 500
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Igor Adam Chalupec – Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., is hereby granting discharge from liability in respect of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 501
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Janusz Dedo – Member of the Supervisory Board of Budimex S.A. in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The Company grants to Mr. Janusz Dedo – Member of the Supervisory Board of Budimex S.A.discharge in respect of the performance of duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 502
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Artur Kucharski – Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Mr Artur Kucharski, Member of the Supervisory Board of Budimex S.A., is hereby granting discharge to Mr Artur Kucharski, Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 503
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Dariusz Jacek Blocher – Member of the Supervisory Board of Budimex S.A. on account of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. Mr Dariusz Jacek Blocher, Member of the Supervisory Board of Budimex S.A., is hereby granting discharge from discharge in respect of the performance of his duties for the period from 1 January 2023 to 27 April 2023 (date of resignation).
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 504
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board of Budimex S.A., in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The General Meeting of Bor S.A. grants discharge to Mr Ignacio Aitor Garcia Bilbao, Member of the Supervisory Board of Budimex S.A., in respect of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 505
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
concerning: granting discharge to Mr Mario Manuel Menendez Montoya, Member of the Supervisory Board of Budimex S.A., in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The General Meeting of Borispo grants discharge to Mr Mario Manuel Menendez Montoya, Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties for the period from 1 January 2023 to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 506
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: granting discharge to Ms. Silvia Rodriguez Hueso – Member of the Supervisory Board of Budimex S.A. in respect of the performance of his duties in 2023
Pursuant to Art. 395 § 2 point 3 of the Commercial Companies Code, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. The General Meeting of Borispo grants discharge to Ms Silvia Rodriguez Hueso, Member of the Supervisory Board of Budimex S.A., on account of the performance of his duties for the period from 1 April 2023 (date of appointment to the Supervisory Board) to 31 December 2023.
§ 2. The resolution shall enter into force on the date of its adoption.
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Resolution No. 507
of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: adoption of the remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A.
Pursuant to Art. 90e sec. 4 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the Ordinary General Meeting of Budimex S.A. resolves as follows:
§ 1. As a result of the review of the Remuneration Policy for Members of the Governing Bodies of Budimex S.A. adopted by Resolution No. 386 of the Ordinary General Meeting of Budimex S.A. of 18 June 2020, the Remuneration Policy for Members of the Management Board and Supervisory Board of Budimex S.A., included in the appendix to this resolution, is adopted. The attachment is an integral part of this resolution.
§ 2. The resolution shall enter into force on the date of its adoption.
Attachments:
Appendix No. 1 – Remuneration Policy for Members of the Management Board and Supervisory Board of Budimex S.A.
Current ESPI report No. 38/2024 of 22.04.2024 has been corrected in such a way that the missing appendix “Report of the independent auditor on the performance of the service providing reasonable assurance regarding the assessment of the remuneration report” is attached. There have been no changes in the content of current report No. 38/2024 itself.
Resolution No. 418 – annual report of the Supervisory Board for 2023
Report of the Supervisory Board on remuneration
23 BDX Raport_Ocena_Sprawozdania_o_Wynagrodzeniach.T
Remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A. 2024
With reference to report No 37/2024 of 22 April 2024 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 23 May this year:
draft
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: election of the Chairperson of the Ordinary General Meeting
The Ordinary General Meeting of Budimex S.A. adopts the following resolution.
§1 The Ordinary General Meeting appoints Ms/Mr ……………………. as Chairperson of the Ordinary General Meeting.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: election of the Ballot Counting Committee
The Ordinary General Meeting of Budimex S.A. adopts the following resolution.
§1 The Annual General Meeting appoints a Ballot Counting Committee composed of:
1.Ms/Mr ……………………………………
2.Ms/Mr ………………………….
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024 on: adoption of the meeting agenda
The Ordinary General Meeting of Budimex S.A. adopts the following resolution.
§1 The Annual General Meeting adopts the following agenda:
- Opening of the Annual General Meeting.
- Election of the Chairperson of the Ordinary General Meeting
- Confirmation that the Annual General Meeting has been duly convened and has the capacity to adopt resolutions.
- Election of the Ballot Counting Committee.
- Adoption of the agenda.
- Presentation and consideration of the report on the activities of the Budimex Group and Budimex S.A. for the year 2023, the financial statements of Budimex S.A. for the year ended 31 December 2023, together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2023 and the consolidated financial statements of the Budimex Group for the year ended 31 December 2023, together with the report on the audit of the annual consolidated financial statements for the year ended 31 December 2023.
- Presentation and consideration of the report on non-financial information of Budimex S.A. for 2023 and the report on non-financial information of the Budimex Group for 2023.
- Presentation of the report of the Supervisory Board on the remuneration of the members of the Management Board and the Supervisory Board for 2023.
- Presentation and consideration of the report of the Supervisory Board of Budimex S.A., including the results of the assessment of the Management Board’s reports on the activities and financial statements for the financial year 2023 and the Management Board’s proposal on the distribution of profit, as well as the assessment of the Company’s situation.
- Presentation of the draft remuneration policy for members of the Management and Supervisory Board of Budimex S.A., together with the recommendation of the Company’s Supervisory Board as regards its adoption by the Ordinary General Meeting.
- Adopting resolutions on the following issues:
11.1 consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for the year 2023.
11.2 consideration and approval of the report on non-financial information of Budimex S.A. for the year 2023.
11.3 consideration and approval of the report on non-financial information of the Budimex Group for 2023.
11.4 consideration and approval of the financial statements of Budimex S.A. for the year ended 31 December 2023.
11.5 consideration and approval of the consolidated financial statements of Budimex S.A. for the year ended 31 December 2023.
11.6 distribution of profit for 2023.
11.7 granting the members of the Management Board of Budimex S.A. a vote of approval for the performance of their duties in 2023.
11.8 consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2023.
11.9 assessment of the report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company.
11.10 granting a vote of approval for the performance of their duties to the members of the Supervisory Board for the fulfilment of their duties in 2023.
11.11 adoption of the remuneration policy for members of the Management and Supervisory Board of Budimex S. - Closing of the Meeting.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 482
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for the year 2023.
Pursuant to Article 395 § (2) item 1 in conjunction with Article 393 item 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. decrees as follows:
§1 The report on the activities of the Budimex Group and the Company Budimex S.A. for the year 2023 is approved, after prior review.
§2. The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix No. 1 – Report on the activities of the Budimex Group and Budimex S.A. for 2023 presented for inspection during the Annual General Meeting, published on 10 April 2024 in the annual report for 2023 and on the Budimex S.A. website.
draft
Resolution No. 483
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024.
on: consideration and approval of the report on non-financial information of Budimex S.A. for the year 2023.
Pursuant to Article 395 § (2) item 1 of the Code of Commercial Companies and in connection with Art. 49b (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. decrees as follows:
§1 The report on non-financial information of Budimex S.A. for the year 2023 is approved, subject to prior review.
§2 The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix No. 1 – Report on non-financial information of Budimex S.A. for 2023 presented for inspection during the Annual General Meeting, published on 10 April 2024in the annual report for 2023 and on the Budimex S.A. website.
draft
Resolution No. 484
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on non-financial information of Budimex Group for the year 2023.
Pursuant to Article 395 § (2) item 1 of the Code of Commercial Companies and in connection with Art. 49b (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. decrees as follows:
§1 The report on non-financial information of Budimex Group for the year 2023 is approved, subject to prior review.
§2. The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix No. 1 – Report on non-financial information of Budimex Group for 2023 presented for inspection during the Annual General Meeting, published on 10 April 2024in the annual report for 2023 and on the Budimex S.A. website.
draft
Resolution No. 485
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the financial statements of Budimex S.A. for the year ended 31 December 2023.
Pursuant to Article 395 § (2) item 1 in conjunction with Article 393 item 1 of the Code of Commercial Companies and Article 53(1) of the Accounting Act, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The financial statements of the Company for the year ended 31 December 2023 are approved, subject to review. The financial statements comprise:
- the statement of financial position as at 31 December 2023, which shows on the assets side as well as on the equity and liabilities side the amount 7.349.333 thousand zlotys,
- the profit and loss account for the period from 1 January 2023 to 31 December 2023, showing a net profit of 749.569 thousand zlotys,
- the statement of comprehensive income for the period from 1 January 2023 to 31 December 2023 showing a total comprehensive income of 746.971 thousand zlotys,
- the statement of changes in equity for the period from 1 January 2023 to 31 December 2023, showing a increase in equity in the amount of 287.685 thousand zlotys,
- the statement of cash flows for the period from 1 January 2023 to 31 December 2023, showing a increase in cash in the amount of 650.242 thousand zlotys,
- additional information and explanations.
The financial statements of Budimex SA for the year ended 31 December 2023 were audited by an independent statutory auditor and positively reviewed by the Company’s Supervisory Board.
§2. The resolution shall enter into force on the date of its adoption.
Appendices – The financial statements of Budimex S.A. for the year ended 31 December 2023 and the Audit Report on the annual financial statements of Budimex S.A. for the year ended 31 December 2023 presented for inspection during the Annual General Meeting, published on 10 April 2024 in the annual report for 2023 and on the Budimex S.A. website.
draft
Resolution No. 486
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the consolidated financial statements for the year ended 31 December 2023.
Pursuant to Art. 395 § 5 of the Commercial Companies Code and Art. 63c (4) of the Accounting Act of 29 September 1994, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The consolidated financial statements of the Budimex Group for the year ended 31 December 2023 are approved, subject to review. The consolidated financial statements comprise:
- the consolidated statement of financial position as of 31 December 2023, which shows on the assets side as well as on the equity and liabilities side the amount 8.418.241 thousand zlotys,
- the consolidated profit and loss account for the period from 1 January 2023 to 31 December 2023, showing a net profit of 746.065 thousand zlotys,
- the consolidated statement of comprehensive income for the period from 1 January 2023 to 31 December 2023 showing a total comprehensive income of 739.586 thousand zlotys,
- the consolidated statement of changes in equity for the period from 1 January 2023 to 31 December 2023, showing a decrease/increase in equity in the amount of 270.843 thousand zlotys,
- the consolidated statement of cash flows for the period from 1 January 2023 to 31 December 2023, showing a decrease/increase in cash in the amount of 656.484 thousand zlotys,
- additional information and explanations.
The consolidated financial statements of the Budimex Group were audited by an independent statutory auditor and positively reviewed by the Budimex S.A. Supervisory Board.
§2. The resolution shall enter into force on the date of its adoption.
Appendices – The consolidated financial statements of Budimex Group for the year ended 31 December 2023 and the Audit Report on the annual consolidated financial statements of Budimex Group for the year ended 31 December 2023 presented for inspection during the Annual General Meeting, published on 10 April 2024 in the annual report for 2023 and on the Budimex S.A. website.
draft
Resolution No. 487
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: distribution of profit of 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1. The net profit for the period from 1 January 2023 to 31 December 2023 in the amount of PLN 749.569.174,76 supplemented with a part of the amount of reserve capital created from profits from previous years in amount of PLN 161.600.022,86, which gives a total amount of PLN 911,169,197.62, it is decided to allocate for the payment of dividend in the amount of PLN 35,69 gross per share.
§2. 1 The list of shareholders entitled to dividends for 2023 is established as at 29.05.2024 (dividend day).
2. The dividend payment date is set at 06.06.2024.
§3. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 488
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for the performance of the duties in year 2023 of the President of the Management Board of Budimex S.A., Mr Artur Popko.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of his duties is granted to the President of the Management Board of Budimex S.A. – Mr Artur Popko for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 489
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Mr Jacek Daniewski for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of his duties is granted to the Member of the Management Board of Budimex S.A. – Mr Jacek Daniewski for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 490
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Mr Marcin Weglowski for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of his duties is granted to the Member of the Management Board of Budimex S.A. – Mr Marcin Węgłowski for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 491
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Ms Anna Karyś-Sosińska for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of her duties is granted to the Member of the Management Board of Budimex S.A. – Ms Anna Karyś-Sosińska for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 492
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Mr Cezary Łysenko for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of his duties is granted to the Member of the Management Board of Budimex S.A. – Mr Cezary Łysenko for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 493
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Mr Maciej Olek for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, at the request of the Supervisory Board, the vote of approval for the performance of his duties is granted to the Member of the Management Board of Budimex S.A. – Mr Maciej Olek for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 494
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Management Board – Mr Artur Pielech for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 2 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 Upon a positive evaluation of the Company’s activities in 2023, the vote of approval for the performance of his duties is granted to the Member of the Management Board of Budimex S.A. – Mr Artur Pielech for the period from 1 January 2023 to 30 Martch 2023 (date of dismissal from the Management Board).
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 495
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for the year 2023.
Pursuant to Art. 395 § (5) of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The report of the Supervisory Board of Budimex S.A. for the year 2023, attached as an appendix to this resolution, is approved, subject to prior consideration.
§2. The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix 1 – Budimex S.A. Supervisory Board Report for 2023.
draft
Resolution No. 496
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: assessment of the report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company.
Pursuant to Article 90g (6) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The Ordinary General Meeting expresses a positive opinion on the report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company, which is attached as an appendix to this resolution.
§2. The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix No. 1 – Report of the Supervisory Board of Budimex S.A. on remuneration of the members of the Management Board and the Supervisory Board of the Company together with the auditor’s assessment.
draft
Resolution No. 497
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Ms Danuta Dąbrowska
for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§ 1.The vote of approval for the performance of her duties is granted to the Member of the Supervisory Board of Budimex S.A. – Ms Danuta Dąbrowska for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 498
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Marek Michałowski for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Marek Michałowski for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 499
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Juan Ignacio Gastón Najarro for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Juan Ignacio Gastón Najarro for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 500
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Igor Adam Chalupec for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Igor Adam Chalupec for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 501
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Janusz Dedo for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Janusz Dedo for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 502
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Artur Kucharski for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Artur Kucharski for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 503
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Dariusz Jacek Blocher for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Dariusz Jacek Blocher for the period from 1 January 2023 to 27 April 2023 (date of resignation).
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 504
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Ignacio Aitor García Bilbao for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Ignacio Aitor García Bilbao for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 505
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Mr Mario Manuel Menéndez Montoya for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of his duties is granted to the Member of the Supervisory Board of Budimex S.A. – Mr Mario Manuel Menéndez Montoya for the period from 1 January 2023 to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 506
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
On: a vote of approval for Member of the Supervisory Board of Budimex S.A. – Ms Silvia Rodríguez Hueso for the performance of the duties in year 2023.
Pursuant to Article 395 § (2) item 3 of the Code of Commercial Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 The vote of approval for the performance of her duties is granted to the Member of the Supervisory Board of Budimex S.A. – Ms Silvia Rodríguez Hueso for the period from 1 April 2023 (date of appointment to the Board) to 31 December 2023.
§2. The resolution shall enter into force on the date of its adoption.
draft
Resolution No. 507
Resolution of the Ordinary General Meeting of Budimex S.A.
of 23 May 2024
on: adoption of the remuneration policy for members of the Management and Supervisory Boards of Budimex S.A.
Pursuant to Article 90e (4) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, the Ordinary General Meeting of Budimex S.A. decrees as follows:
§1 As a result of the review of the Remuneration Policy for Members of the Management and Supervisory Board of Budimex S.A. adopted by Resolution No. 386 of the Ordinary General Meeting of Budimex S.A. of 18 June 2020, the Remuneration Policy for Members of the Management and Supervisory Board of Budimex S.A. contained in the attachment to this resolution is adopted. The attachment constitutes an integral part of this resolution.
§2 The resolution shall enter into force on the date of its adoption.
Appendixes:
Appendix no. 1 – Remuneration policy for members of the Management and Supervisory Boards of Budimex S.A.
ESPI Current Report No. 38/2024 of 22 April 2024, has been corrected to include the missing appendix “Report of the independent auditor on the performance of the service providing reasonable assurance on the evaluation of the remuneration report”. There were no changes in the content of current report No. 38/2024 itself.
Uchwała Nr 418 – roczne sprawozdanie RN za 2023
Sprawozdanie RN o wynagrodzeniach
23 BDX Raport_Ocena_Sprawozdania_o_Wynagrodzeniach.T
Polityka wynagrodzeń członków Zarządu i Rady Nadzorczej Budimex S.A. 2024
The Management Board of Budimex S.A. with its registered office in Warsaw (01-204 Warsaw), ul. Siedmiogrodzka 9, a company entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 13th Division of the National Court Register under the number 1764, share capital in the amount of PLN 127,650,490, paid-up in full, NIP (TAX ID No) 526 10 03 187, hereby convenes the Ordinary General Meeting (hereinafter abbreviated as “OGM”) on 23 May 2024 at 10:00 a.m. at the Company’s registered office in Warsaw, at ul. Siedmiogrodzka 9 (3rd floor, room 3.01, part of the building located to the left of the reception desk). The agenda of the meeting shall be as follows:
- Opening of the Ordinary General Meeting.
- Election of the Chairperson of the Ordinary General Meeting.
- Acknowledgement of due convention of the Ordinary General Meeting and its capacity to adopt resolutions.
- Election of the Returning Committee.
- Adoption of the agenda.
- Presentation and review of the report on the operations of the Budimex Group and Budimex S.A. for 2023, the financial statements of Budimex S.A. for the year ended on 31 December 2023 together with a report on the audit of the annual financial statements of Budimex S.A. for the year ended on 31 December 2023, as well as the consolidated financial statements of the Budimex Group for the year ended on 31 December 2023 together with a report on the audit of the annual consolidated financial statements for the year ended on 31 December 2023.
- Presentation and review of the report on non-financial information of Budimex S.A. for 2023 and the report on non-financial information of the Budimex Group for 2023.
- Presentation of the Supervisory Board’s report on the remuneration of members of the Management Board and the Supervisory Board for 2023.
- 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 2023, motion of the Management Board concerning distribution of profit, as well as the assessment of the Company’s situation.
- Presentation of the draft policy for remunerating members of the Management Board and the Supervisory Board of Budimex S.A. together with the recommendation of the Company’s Supervisory Board as regards its adoption by the Ordinary General Meeting.
- Adoption of resolutions regarding:
11.1 review and approval of the report on the operations of the Budimex Group and Budimex S.A. for 2023,
11.2 review and approval of the report on non-financial information of Budimex S.A. for 2023
11.3 review and approval of the report on non-financial information of the Budimex Group for 2023,
11.4 review and approval of the financial statements of Budimex S.A. for the year ended on 31 December 2023,
11.5 review and approval of the consolidated financial statements of the Budimex Group for the year ended on 31 December 2023,
11.6 distribution of profit for 2023,
11.7 granting discharge to members of the Management Board of Budimex S.A. for the performance of their duties in 2023,
11.8 review and approval of the report on the operations of the Supervisory Board of Budimex S.A. for 2023,
11.9 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,
11.10 granting discharge to members of the Supervisory Board for the performance of their duties in 2023,
11.11 adoption of the policy for remunerating members of the Management Board and Supervisory Board of Budimex S.A.
- Closing of the Meeting.
Acting pursuant to Article 402 [2] of the Code of Commercial Companies, the Management Board of Budimex S.A. hereby notifies shareholders of the procedures to be applied in respect of the OGM as regards participating in the OGM and exercising voting rights:
1. A shareholder’s right to demand placing certain matters on the agenda of the OGM:
A shareholder or shareholders representing at least one twentieth of the Company’s share capital are entitled to request particular items to be put on the agenda of the OGM. The request should be submitted to the Management Board of the Company not later than twenty one days prior to the scheduled date of the OGM. The request should contain a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing to the Company’s registered office (address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or in electronic form to the email address: walnezgromadzenie@budimex.pl.
The request should be accompanied by the documents confirming one’s right to its submission. This means that a shareholder or shareholders referred to in the first paragraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a registered deposit certificate or a certificate issued by the entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (a copy of ID card, passport or another document allowing to identify a shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of an entry in the relevant register.
The Management Board is obliged to announce the changes introduced to the agenda upon the shareholders’ request immediately, but not later than eighteen days before the scheduled date of the OGM.
Pursuant to Rule 4.6, second sentence, of the Code of Best Practice for WSE Listed Companies 2021 (“CBPLC 2021”), the Management Board will request the shareholder(s) to provide a justification of the proposed resolution, unless it has been previously presented by them. Pursuant to Rule 4.8 of the CBPLC 2021, the draft resolution and the justification should be submitted by the shareholder(s) no later than 3 days before the date of the OGM, so as to make it easier for shareholders attending the OGM to vote on the resolutions with due discernment.
2. A shareholder’s right to submit draft resolutions concerning matters placed on the agenda of the OGM or matters that are to be placed on the agenda before the date of the OGM:
Before the date of the OGM, a shareholder or shareholders representing at least one twentieth of the Company’s share capital are entitled to submit to the Company’s registered office in writing (address: Budimex S.A., ul. Siedmiogrodzka 9, 01-204 Warsaw) or by means of electronic communication (the aforesaid email address walnezgromadzenie@budimex.pl) draft resolutions concerning matters that have been placed or are to be placed on the agenda of the OGM. The Company will immediately publish the draft resolutions on its website.
The draft resolutions should be accompanied by the documents confirming a shareholder or shareholders’ right to the submission of the same. This means that a shareholder or shareholders referred to in the first paragraph of this item should demonstrate that they hold the sufficient number of shares as at the date of submission of the request by attaching, for instance, a registered deposit certificate or a certificate issued by an entity keeping the securities account. In the case of natural persons, it is necessary to attach a copy of a shareholder’s identity document (a copy of ID card, passport or another document allowing to identify the shareholder). In the case of entities other than natural persons, it is necessary to attach a copy of an entry in the relevant register.
Pursuant to Rule 4.6 and 4.8 of the CBPLC 2021, the draft resolution and the justification should be submitted by the shareholder(s) no later than 3 days before the date of the OGM, so as to make it easier for shareholders attending the OGM to vote on the resolutions with due discernment.
3. A shareholder’s right to submit draft resolutions concerning the matters placed on the agenda during the OGM:
Each shareholder may submit draft resolutions concerning the matters placed on the agenda at the OGM.
4. Manner of exercising voting rights by proxy, including in particular the forms used when voting by proxy and the manner of notifying the Company of the appointment of a proxy by means of electronic communication:
A shareholder may participate in the OGM and vote in person (in such a case, natural persons should present documents confirming their identity, e.g. an ID card, passport; representatives of shareholders other than natural persons should present valid copies of entries in the relevant registers, listing the authorised representatives of such entities who will appear at the OGM as representatives of such shareholders) or by proxy.
A member of the Management Board, member of the Supervisory Board, employee of Budimex S.A., member of corporate bodies or employee of a subsidiary of Budimex S.A. may be appointed as proxy for the OGM. In such a case, the power of proxy may authorise its holder to represent the principal at one general meeting only and granting of substitute powers of proxy is excluded. The proxy is obliged to disclose to the shareholder any circumstances leading to any actual or potential conflict of interest. Such a proxy shall vote according to the instructions received from the shareholder.
A shareholder may not, either personally or by proxy, vote on adopting resolutions concerning his/her liability towards the Company, however it arises; this includes voting on the grant of discharge for the performance of his/her duties, the release from obligation towards the Company or a dispute between him/her and the Company. The shareholder may vote on resolutions concerning him/her referred to in the previous sentence as a proxy. In such a case, the rules described in the previous paragraph shall apply accordingly.
A proxy exercises all rights of the shareholder at the OGM, unless the content of the power of proxy provides for otherwise.
A proxy may grant a substitute power of proxy if this is stipulated in the content thereof, which – as indicated above – does not apply to a situation where the proxy is a member of the Management Board, a member of the Supervisory Board, an employee of Budimex S.A. or a member of corporate bodies or an employee of a subsidiary of Budimex S.A.
A proxy may represent more than one shareholder and vote separately from shares held by each of them.
A shareholder holding shares recorded on a collective account may appoint separate proxies for exercising the rights attached to shares recorded on such account.
A shareholder holding shares recorded on more than one securities account may appoint separate proxies for exercising the rights attached to shares recorded on each of the accounts.
The power of proxy to participate in the OGM and execute the right to vote must be granted in writing or in electronic form by sending the power of proxy to the email address walnezgromadzenie@budimex.pl.
In the case of a power of proxy granted in written form, the proxy should present the original document of the power of proxy before the OGM commences, together with documents confirming empowerment of the persons signing the power of proxy to grant it – in the case of a chain of powers of proxy – together with documents confirming empowerment of the persons signing the powers of proxy to grant subsequent powers of proxy (e.g. copies of an entry in the relevant registers, ID documents, subsequent powers of proxy).
A power of proxy in electronic form need not bear a qualified electronic signature.
A power of proxy in electronic form should be formulated in a separate document signed by a shareholder or an authorised representative of a shareholder, sent as an attachment in PDF format (not password-protected) to the email address walnezgromadzenie@budimex.pl. A power of proxy in electronic form must be accompanied by the documents confirming the right of a given shareholder to participate in the OGM, as well as appropriate documents (ID card, passport, valid copy of an entry in the relevant register, a chain of powers of proxy – as is the case with a power of proxy granted in writing – rules described above) confirming the right of the person signing the power of proxy to represent the shareholder. The notice of granting a power of proxy in electronic form should include the shareholder’s telephone number and email address, as well as the proxy’s telephone number and email address to be used by Budimex S.A. to communicate with the shareholder and the proxy.
Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex S.A. shall take appropriate measures to identify a shareholder and a proxy in order to verify the validity of the power of proxy granted in electronic form. Consequently, before sending a power of proxy in electronic form to the address given above, shareholders of Budimex S.A. should take measures according to item 14 below, and the power of proxy sent in electronic form must be delivered to the above email address (i.e. be received in the inbox of Budimex S.A.) by 22 May 2024, 3 p.m. at the latest.
The above rules regarding the granting of a power of proxy in writing or in electronic form apply accordingly in the event of the revocation of a power of proxy.
Sending the said documents to the above email address shall not release a proxy from the obligation to present the documents confirming his/her identity when drawing up the list of attendance of the shareholders entitled to participate in the OGM.
Budimex S.A. stipulates that, in case of any doubts, before the commencement of the OGM, it may require that the originals of such documents or their copies certified by a notary or by another entity entitled to confirm conformity of documents with their originals be presented. If such documents are not presented, a proxy may not be allowed to participate in the OGM.
The forms referred to in Article 402 [2] item 2(d) of the Code of Commercial Companies are available on the Company’s website, in the General Meetings of Budimex S.A. tab as from the date of convening the OGM. Budimex S.A. is not obliged to control whether proxies exercise voting rights in accordance with the instructions received from their principals (shareholders), including instructions contained in the said forms.
5. Pursuant to Article 402[2] items 2(e)-(g) of the Code of Commercial Companies in conjunction with Article 406[5] § 1 of the Code Commercial Companies and Article 411[1] § 1 of the Code of Commercial Companies, the Management Board of Budimex S.A. announces that it will not be possible to: (i) participate in the OGM by means of electronic communication, in particular, it will not be possible to communicate in real time whereby the participants are able to take the floor during the general meeting, when staying in a place other than the place of the OGM, and it will not be possible to exercise voting rights in person or through a proxy before or during the general meeting by means of electronic communication, (ii) exercise voting rights by correspondence (the Regulations of the General Meeting of Budimex S.A. do not provide for the possibility of casting votes at the General Meeting by correspondence).
6. A shareholder’s right to ask questions regarding matters placed on the agenda of the general meeting:
A shareholder has the right to ask questions regarding matters placed on the agenda of the OGM.
A shareholder’s question including a request for information about the Company may be asked during the OGM, if such request is justified for the assessment of a matter on the agenda. The Company’s Management Board may provide information in writing outside the OGM if there are important reasons for it; the information shall be provided no later than within two weeks from the date of submitting the request during the OGM.
A response is considered to be given if the relevant information is available on the Company’s website, in a section dedicated to asking questions by shareholders and providing them with answers.
The Management Board refuses to provide information if the information might harm the Company, its related company or a subsidiary, in particular by disclosing technical, commercial or organisational secrets of the enterprise.
A member of the Management Board may refuse to provide information if providing the same might form a basis for his/her criminal, civil or administrative liability.
7. Resolutions adopted at the OGM shall be voted on using wireless remote controllers. Persons authorised to participate in the OGM are requested to register and collect wireless remote controllers for voting directly by the entry to the meeting hall one hour before the start of the meeting.
8. The date of registration of one’s participation in the OGM is 07 May 2024 (“Registration Date”). The right to participate in the OGM shall be vested only in persons who are shareholders of Budimex S.A. as at the Registration Date (Article 406 [1] section 1 of the Code of Commercial Companies). The date of registration of participation in the general meeting is the same for holders of bearer shares and registered shares. Pledgees and users with voting rights shall have the right to participate in the OGM if the establishment of a limited right in rem in their favour is registered in a securities account on the date of registration of participation in the OGM.
9At the request of a holder of the rights attached to shares in Budimex S.A. and a pledgee or user with voting rights, submitted not earlier than after the announcement of convening the OGM and not later than on the first weekday after the Registration Date, an entity keeping the securities account shall issue a registered certificate of the right to participate in the OGM. At the request of the holder of the rights attached to shares, the pledgee or the user, the certificate should indicate some or all shares registered on the securities account. The certificate shall contain:
1) (business) name, registered office, address and seal of the issuer and the certificate number;
2) the number of shares;
3) a separate identification of the shares (code) referred to in Article 55 of the Act on trading in financial instruments of 29 July 2005;
4) company (name), registered office and address of Budimex S.A.;
5) the nominal value of the shares;
6) full name or (business) name of the holder of the rights attached to the shares, pledgee or user;
7) registered office (place of residence) and address of the holder of the rights attached to the shares, pledgee or user;
8) the purpose of the certificate being issued;
9) information as to who is entitled to vote from the shares;
10) date and place of issue of the certificate;
11) signature of a person authorised to issue the certificate.
10.A list of persons entitled to participate in the OGM will be displayed for shareholders’ view three business days before the OGM, at the registered office of Budimex S.A. in Warsaw at ul. Siedmiogrodzka 9, 8th floor, room 8.08 (Monday – Wednesday, from 9:00 a.m. to 4:00 p.m.). A shareholder may request that the list of shareholders be sent to him/her free of charge, to his/her electronic delivery address or by email, indicating the address to which the list should be sent. Shareholders are advised to collect the certificate of the right to participate in the OGM and to check whether a given shareholder is included in the list of shareholders entitled to participate in the OGM.
11.A full text of the documentation to be presented to the OGM, as well as draft resolutions shall be available to persons authorised to participate in the OGM from the date of announcement of convening the OGM at the registered office of Budimex S.A. in Warsaw, at ul. Siedmiogrodzka 9, 8th floor, room 8.08, from Monday to Thursday from 9:00 a.m. to 4:00 p.m., and on Friday from 9:00 a.m. to 2:00 p.m., as well as on the Company’s website (www.budimex.pl, in particular in the Budimex S.A. General Meeting tab).
Documents corresponding to the content of the Management Board’s report on the Company’s operations, the financial statements, the Supervisory Board’s report and the audit report will be issued to a shareholder upon his/her request, which may be made counting from the OGM convention date. The Company shall make these documents available without delay, but no later than within two business days from the date of the request. At the shareholder’s request, the documents shall be made available in electronic form, including by means of electronic communication.
12. The address of the website where information concerning the OGM is published is www.budimex.pl.
13. The OGM session will be transmitted online at a special link provided on the website of Budimex S.A. (www.budimex.pl).
14. In all the above-mentioned cases, before a shareholder uses the email address
in connection with the OGM, the shareholder shall deliver to the Company’s registered office in Warsaw, ul. Siedmiogrodzka 9, a certificate bearing his/her own signature or the signature of an authorised representative of the shareholder, providing the email address from which messages will be sent to the Company’s email address given above.
A shareholder must deliver documents confirming that he/she is actually a shareholder of the Company, as well as appropriate documents (valid copy of an entry in the relevant register) confirming the right of the person signing a certificate to represent the shareholder.
In the event of a breach of the obligation referred to in this item 14, messages and statements sent to the above-mentioned email address of Budimex S.A. shall not be taken into account.
Documents sent to the above email address shall be sent in PDF format, in Polish or accompanied by a sworn translation into Polish.
The risk of using the aforesaid electronic form of communication shall be borne by the shareholder.
15.Information on the processing of personal data is available on the Budimex S.A. website, at:
https://www.budimex.pl/pl/zrownowazony-rozwoj/bezpieczenstwo_informacji/certyfikaty/1371.html
or as a pdf file at www.budimex.pl, in the General Meeting of Budimex S.A. tab – 23.05.2024 item regarding the Information Obligation of Budimex S.A.
Management Board of Budimex S.A.
The Management Board of Budimex S.A. with its registered office in Warsaw (01-204 Warsaw), ul. Siedmiogrodzka 9, a company entered into the register of entrepreneurs kept by the District Court for the city of Szczecin. St. 1764, with a share capital of PLN 127,650,490, paid in full, NIP 526 10 03 187, hereby convenes the Annual General Meeting (hereinafter abbreviated as the AGM) to be held on 23 May 2024. at 10.00 a.m. at the Company’s headquarters in Warsaw at ul. Siedmiogrodzka 9 (floor 3, room 3.01, part of the building to the left of the reception). The agenda is as follows:
- Opening of the Annual General Meeting.
- Election of the Chairman of the Annual General Meeting.
- Confirmation of the correctness of convening the Annual General Meeting and its ability to adopt resolutions.
- Election of the Ballot Counting Committee.
- Adoption of the agenda.
- Presentation and consideration of the report on the activities of the Budimex Group and Budimex S.A. for 2023, the financial statements of Budimex S.A. for the year ended 31 December 2023 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2023 and the consolidated financial statements of the Budimex Group for the year ended 31 December 2023 together with the report on the audit of the annual consolidated financial statements for the year ended December 31, 2023.
- Presentation and consideration of the report on non-financial information of Budimex S.A. for 2023 and the report on non-financial information of the Budimex Group for 2023.
- Presentation of the Supervisory Board’s report on the remuneration of members of the Management Board and the Supervisory Board for 2023.
- Presentation and consideration of the report of the Supervisory Board of Budimex S.A., containing the results of the assessment of the Management Board’s reports on the activities and financial statements for the financial year 2023 and the Management Board’s proposal regarding the distribution of profit, as well as the assessment of the Company’s standing.
- Presentation of the draft remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A. together with the recommendation of the Company’s Supervisory Board regarding its adoption by the Ordinary General Meeting.
- Adoption of resolutions on:
11.1 consideration and approval of the report on the activities of the Budimex Group and Budimex S.A. for 2023,
11.2 consideration and approval of the report on non-financial information of Budimex S.A. for 2023,
11.3 consideration and approval of the report on non-financial information of the Budimex Group for 2023,
11.4 review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2023,
11.5 review and approval of the consolidated financial statements of the Budimex Group for the year ended 31 December 2023,
11.6 profit distribution for 2023,
11.7 granting discharge to members of the Management Board of Budimex S.A. for the performance of their duties in 2023,
11.8 consideration and approval of the report on the activities of the Supervisory Board of Budimex S.A. for 2023,
11.9 giving an opinion on the report of the Supervisory Board of Budimex S.A. on the remuneration of members of the Management Board and the Supervisory Board of the Company,
11.10 granting discharge to members of the Supervisory Board for the performance of their duties in 2023,
11.11 adoption of the remuneration policy for members of the Management Board and Supervisory Board of Budimex S.A.
12. Closing of the General Meeting.
Acting on the basis of Art. 402 [2] of the Commercial Companies Code, the Management Board of Budimex S.A. hereby informs the shareholders of the procedures that will be applied in connection with the AGM, with regard to participation in the AGM and the exercise of voting rights:
1. Shareholder’s right to request that certain matters be placed on the agenda of the AGM:
A shareholder or shareholders representing at least one-twentieth of the share capital may request that certain items be placed on the agenda of the AGM. The request should be submitted to the Management Board no later than twenty-one days before the scheduled date of the AGM. The request should include a justification or a draft resolution concerning the proposed item of the agenda. The request may be submitted in writing at the Company’s registered office (address: Budimex S.A., 9 Siedmiogrodzka Street, 01-204 Warsaw) or in electronic form to the e-mail address walnezgromadzenie@budimex.pl
The request should be accompanied by documents confirming the right to submit it, which means that the shareholder or shareholders referred to in the first paragraph of this point should/should prove that they hold the appropriate number of shares as at the date of submitting the request by attaching, for example, a registered deposit certificate or a certificate issued by the entity maintaining the securities account. In the case of natural persons, a copy of the shareholder’s identification document (a copy of an identity card, passport or other document allowing to identify the shareholder) must be attached. In the case of entities other than natural persons, an extract from the relevant register must be attached.
The Management Board shall immediately, but not later than eighteen days before the scheduled date of the AGM, announce on its website and in the form of a current report changes to the agenda introduced at the request of the shareholders.
Based on principle 4.6. second sentence of the Code of Best Practice for WSE Listed Companies 2021 (“Code of Best Practice 2021”), the Management Board will ask the shareholder(s) to present the justification for the proposed resolution, unless it has been previously presented by them. In accordance with principle 4.8. Best Practice 2021, the draft resolution and justification should be presented by the shareholder/shareholders no later than 3 days before the date of the AGM so as to make it easier for the shareholders participating in the AGM to vote on the resolutions with due consideration.
2. Shareholder’s right to propose draft resolutions concerning matters included in the agenda of the AGM or matters to be included in the agenda before the date of the AGM:
A shareholder or shareholders representing at least one-twentieth of the share capital may, before the date of the AGM, notify the Company in writing to its registered office (address: Budimex S.A., 9 Siedmiogrodzka Street, 01-204 Warsaw) or by means of electronic communication (the above-mentioned Siedmiogrodzka 9, 01-204 Warsaw). e-mail address walnezgromadzenie@budimex.pl) draft resolutions concerning matters included in the agenda of the AGM or matters to be included in the agenda. The Company will immediately announce the draft resolutions on its website.
The draft resolutions should be accompanied by documents confirming the right of the shareholder or shareholders to submit the above-mentioned drafts, which means that the shareholder or shareholders referred to in the first paragraph of this point should/should prove that they hold the appropriate number of shares as at the date of submitting the request by attaching, for example, a registered deposit certificate or a certificate issued by the entity maintaining the securities account. In the case of natural persons, a copy of the shareholder’s identification document (a copy of an identity card, passport or other document allowing to identify the shareholder) must be attached. In the case of entities other than natural persons, an extract from the relevant register must be attached.
Based on principle 4.6. and 4.8. The draft resolution with the justification should be presented by the shareholder/shareholders no later than 3 days before the date of the AGM, so as to make it easier for the shareholders participating in the AGM to vote on the resolutions with due consideration.
3. Shareholder’s right to submit draft resolutions concerning matters included in the agenda during the AGM:
Each shareholder may submit draft resolutions concerning matters included in the agenda during the AGM.
4. The manner of exercising the voting right by the proxy, including in particular the forms used during voting by the proxy, and the method of notifying the Company by electronic means of communication about the appointment of the proxy:
A shareholder will be able to participate in the AGM and exercise the right to vote in person (in this case, natural persons should present documents confirming their identity, e.g. ID card, passport; representatives of shareholders other than natural persons should present current excerpts from relevant registers listing the persons authorized to represent these entities who will appear at the AGM as representatives of these shareholders) or by proxy.
A proxy for the AGM may be, in particular, a member of the Management Board, a member of the Supervisory Board, an employee of Budimex S.A. or a member of the governing bodies or an employee of a subsidiary of Budimex S.A. In such a case, the power of attorney may authorise representation at only one general meeting and the granting of a further power of attorney is excluded. The proxy is obliged to disclose to the shareholder the circumstances indicating the existence or possibility of a conflict of interest. Such a proxy votes in accordance with the instructions given by the shareholder.
A shareholder may not vote either personally or by proxy when adopting resolutions concerning his liability to the company on any account, including granting discharge, release from liability to the Company and a dispute between him and the Company. A shareholder may vote as a proxy when adopting resolutions concerning him/her referred to in the preceding sentence. In this case, the rules described in the previous subparagraph shall apply accordingly.
A proxy exercises all the rights of a shareholder at the AGM, unless the wording of the power of attorney states otherwise.
The proxy may grant a further power of attorney if it results from the content of the power of attorney, which, as indicated above, does not apply to a situation in which the proxy is a member of the Management Board, a member of the Supervisory Board, an employee of Budimex S.A. or a member of the governing bodies or an employee of a subsidiary of Budimex S.A.
A proxy may represent more than one shareholder and vote differently from each shareholder’s shares.
A shareholder holding shares recorded in an omnibus account may appoint separate proxies to exercise the rights attached to the shares recorded in this account.
A shareholder holding shares registered in more than one securities account may appoint separate proxies to exercise the rights of the shareholder
from the shares recorded in each of the accounts.
A power of attorney to participate in the AGM and exercise the right to vote must be granted in writing or in electronic form by sending a power of attorney to the e-mail address walnezgromadzenie@budimex.pl
If the power of attorney is granted in writing, the attorney-in-fact should present the original power of attorney together with documents confirming the authorization of the signatories of the power of attorney to grant it before the commencement of the AGM and, in the case of a series of powers of attorney, together with documents confirming the authorization of the signatories of the powers of attorney to grant subsequent powers of attorney (e.g. copies of relevant registers, identity documents, subsequent powers of attorney).
Granting a power of attorney in electronic form does not require a qualified electronic signature.
A power of attorney in electronic form should be formulated in a separate document signed by the shareholder or a person authorized to represent the shareholder, sent as an attachment in PDF format, not protected by a password to the e-mail address of walnezgromadzenie@budimex.pl Obligatorily, along with the electronic power of attorney, documents confirming the right of a given shareholder to participate in the AGM must be sent, as well as relevant documents (ID card, passport, current excerpt from the relevant register, a series of powers of attorney – as in the case of a power of attorney granted in writing – the rules described above) confirming the right of the person signing the power of attorney to represent the shareholder. The notice of granting a power of attorney should include the shareholder’s telephone number and e-mail address, as well as the telephone number and e-mail address of the proxy, through which Budimex S.A. will be able to communicate with the shareholder and the proxy.
According to Art. 412[1] § 5 of the Commercial Companies Code Budimex S.A. will take appropriate steps to identify the shareholder and the proxy in order to verify the validity of the power of attorney granted in electronic form. As a consequence, before sending the power of attorney in electronic form to the address indicated above, the shareholders of Budimex S.A. should take action in accordance with point 14 below,
and moreover, the power of attorney sent in electronic form must be delivered to the above-mentioned e-mail address by 22 May 2024 at the latest. by 3.00 p.m. (i.e. be in the inbox of Budimex S.A.).
The above rules regarding the granting of a power of attorney in writing or in electronic form apply accordingly in the event of revocation of a power of attorney.
Sending the above-mentioned documents to the above-mentioned e-mail address does not exempt the proxy from the obligation to present documents to identify the proxy when preparing the attendance list of shareholders entitled to participate in the AGM.
Budimex S.A. reserves that in the event of any doubts, it may request that the originals of the documents in question or their copies certified by a notary or another entity authorised to certify as true copies be presented before the commencement of the AGM session. If they are not presented, the attorney-in-fact may not be allowed to participate in the AGM.
The forms referred to in Article 402 [2] item 2 letter d of the Commercial Companies Code, are available on the Company’s website in the General Meetings of Budimex S.A. tab from the date of convening the AGM. Budimex S.A. is not obliged to control whether proxies exercise their voting rights in accordance with the instructions they received from their principals who are shareholders, including those contained in the above forms.
5. Pursuant to Article 402[2] item 2 letters (e) – (g) of the CCC in conjunction with Article 406[5] § 1 of the CCC and Article 411[1] § 1 of the CCC, the Management Board of Budimex S.A. informs that it will not be possible: (i) to participate in the AGM using electronic means of communication, in particular it will not be possible to have two-way communication in real time in which it would be possible to speak during the General Meeting, when staying in a place other than the place of the AGM, and it will not be possible to exercise the right to vote in person or by proxy before or during the General Meeting using electronic means of communication, (ii) exercising the right to vote by correspondence (the Rules of Procedure for the General Meeting of Budimex S.A. do not provide for the possibility of casting votes at the General Meeting by correspondence).
6. Shareholder’s right to ask questions regarding matters included in the agenda of the General Meeting:
A shareholder has the right to ask questions regarding matters included in the agenda of the AGM.
A shareholder’s question including a request for information about the Company may be presented during the AGM, if such a request is justified for the assessment of the matter included in the agenda. The Management Board of the Company may provide information in writing outside the AGM if there are important reasons for doing so, provided that the information is provided no later than within two weeks from the date of filing the request during the AGM.
A response is deemed to have been given if the relevant information is available on the Company’s website in a designated area for shareholders to ask questions and respond to them.
The Management Board refuses to provide information if it could cause damage to the Company, its related company or subsidiary, in particular by disclosing technical, commercial or organizational secrets of the company.
A Management Board Member may refuse to provide information if providing information could give rise to criminal, civil or administrative liability.
7. Voting on resolutions adopted at the AGM will be carried out with the use of wireless remote controls. Persons entitled to participate in the AGM are asked to
to register and download voting pilots directly in front of the meeting room one hour before the start of the meeting.
8.Date: 07 May 2024 is the date of registration of participation in the AGM (“Registration Date”). Only persons who are shareholders of Budimex S.A. on the Registration Date have the right to participate in the AGM (Article 406 [1] paragraph 1 of the Commercial Companies Code). The date of registration of participation in the general meeting is uniform for holders of rights under bearer shares and registered shares. Pledgees and usufructuaries who have voting rights have the right to participate in the AGM if the establishment of a limited right in rem in their favour is registered in a securities account on the date of registration of participation in the AGM.
9.Na request of the holder of rights under the shares of Budimex S.A. and the pledgee or user who has the right to vote, submitted not earlier than after the announcement of the convening of the AGM and not later than on the first business day after the Registration Day, the entity maintaining the securities account shall issue a personal certificate of eligibility to participate in the AGM. At the request of the holder of the shares, pledgee or user, the certificate should indicate a part or all shares registered on the securities account. The certificate contains:
1) business name (name), registered office, address and stamp of the issuer and the number of the certificate;
2) the number of shares;
3) a separate designation of shares (code) referred to in Art. 55 Act of 29 July 2005. on trading in financial instruments;
4) business name (name), registered office and address of Budimex S.A.;
5) the nominal value of the shares;
6) name and surname or business name (name) of the holder of the shares, pledgee or user;
7) registered office (place of residence) and address of the holder of the shares, pledgee or user;
8) the purpose of issuing the certificate;
9) a mention of who has the right to vote from the shares;
10) date and place of issuing the certificate;
11) signature of the person authorized to issue the certificate.
10. The list of shareholders entitled to participate in the AGM will be made available for inspection by shareholders three weekdays before the AGM is held at the headquarters of Budimex S.A. in Warsaw at ul. Siedmiogrodzka 9, floor 8, room 8.08 (Monday – Wednesday from 9.00 to 16.00). A shareholder may request that the list of shareholders be sent to him free of charge to the address for electronic delivery or by e-mail, providing the address to which the list should be sent. Shareholders are advised to download the issued certificate of eligibility to participate in the AGM and to check whether the shareholder has been included in the list of shareholders entitled to participate in the AGM.
11.Pe The full text of the documentation to be presented to the AGM and the draft resolutions are available to persons entitled to participate in the AGM from the date of the announcement of the convening of the AGM at the registered office of Budimex S.A. in Warsaw at ul. Siedmiogrodzka 9, floor 8, room 8.08, Monday to Thursday from 9.00 a.m. to 4.00 p.m., on Friday from 9.00 a.m. to 2.00 p.m., as well as on the Company’s website (www.budimex.pl in particular in the General Meetings of Budimex S.A. tab).
Documents corresponding to the content of the Management Board’s report on the Company’s operations, the financial statements, the Supervisory Board’s report and the audit report will be issued to the shareholder at his request, which may be submitted from the date of convening the AGM. The Company will make available the above-mentioned documents immediately, no later than within two working days from the date of filing the request. At the request of the shareholder, the documents will be made available in electronic form, including by means of electronic communication.
12. The address of the website where information regarding the AGM is made available is www.budimex.pl
13. The Ordinary General Meeting will be broadcast via the Internet at a special address indicated on the website of Budimex S.A. (www.budimex.pl).
14. In all of the above. cases before the shareholder uses the e-mail address in connection with the AGM
walnezgromadzenie@budimex.pl
shareholder delivers to the Company its registered office in Warsaw, ul. Siedmiogrodzka 9, a statement bearing his handwritten signature or the signature of a person authorized to represent the shareholder, indicating the e-mail address from which messages will be sent to the above-mentioned address. the Company’s e-mail address.
It is obligatory to deliver documents confirming that he is in fact a shareholder of the Company, as well as appropriate documents (a current extract from the relevant register) confirming the right of the person signing the statement to represent the shareholder.
In the event of a breach of the obligation referred to in this item 14, messages and statements sent to the above-mentioned e-mail address of Budimex S.A. will not be taken into account.
Documents sent to the above-mentioned The e-mail address should be sent in PDF format in Polish or with a certified translation into Polish.
Risks associated with the use of the above-mentioned electronic form of communication is the responsibility of the shareholder.
15. Information on the processing of personal data is available on the website of Budimex S.A. at the following address:
https://www.budimex.pl/pl/zrownowazony-rozwoj/bezpieczenstwo_informacji/certyfikaty/1371.html
or in the form of a pdf file on the website www.budimex.pl in the tab of the Ordinary General Meeting of Budimex S.A. – 23.05.2024 item Information obligation of Budimex S.A.
The Management Board of Budimex S.A.
The Management Board of Budimex S.A. announces that on 10 April 2024, the Ordering Party, i.e. PKP Polskie Linie Kolejowe S.A., signed with the Contractor, i.e. a Consortium of companies composed of: Budimex S.A. (Consortium Leader) and Victor Energy Sp. z o.o. (Consortium Partner), an Agreement for the performance of the contract for: Design and execution of construction works for the construction of new substations on the railway line No 38 section Ełk – Korsze under the project entitled “Works on the railway line No 38 section Giżycko – Korsze, along with electrification”.
The information that the Consortium’s bid had been rated the highest in the tender procedure was published on 28.08.2023 in current report No 53/2023.
The information that the Consortium’s bid had been selected as the most advantageous one in the tender procedure was published on 17.01.2024 in current report No 3/2024.
Value of the bid submitted by the Consortium: PLN 233,101,626.02 net, including:
a) Basic scope: PLN 195,601,626.02 net
• Budimex S.A.: PLN 161,931,673.55 net (Consortium Leader)
• Victor Energy Sp. z o.o.: PLN 33,669,952.47 net (Consortium Partner)
b) Contingency: PLN 37,500,000.00 net
Contract commencement date: the date of conclusion of contract by the Parties
Contract completion date: 32 months from the date of the contract conclusion
Guarantee period: 60 months, starting from the Final Acceptance date
Warranty period: 60 months, starting from the Final Acceptance date
Advance payment: none
Payment terms: The Contractor’s remuneration shall be paid within 30 days from the date of the Ordering Party’s receipt of a correctly issued invoice together with the required documents.
Bank performance bond: 5% of the gross total price for the basic scope specified in the bid less the gross Contingent Remuneration
Maximum amount of contractual penalty paid by the Contractor: 20% of the net value of the Works or 30% of the net value of the Works (where a penalty for withdrawal from the contract has been charged)
Payment of a contractual penalty does not prejudice the Ordering Party’s right to seek damages exceeding the contractual penalty provided for in the contract, in accordance with general principles, including those resulting from the loss of EU funding, if the loss of this funding was for reasons attributable to the Contractor.
Other terms and conditions of the contract do not differ from the market standards.
The value of the contract exceeds the threshold of PLN 196,030 thousand net.
The Management Board of Budimex SA announces that on 9 April this year, the Supervisory Board of Budimex SA, at the request of the President of the Management Board, Chief Executive Officer of Budimex SA, appointed the Company’s Management Board for the 11th joint terms of office covering the financial years 2025, 2026 and 2027, with the following composition:
– Ms Anna Karyś – Sosińska – member of the Management Board,
– Mr Jacek Daniewski – member of the Management Board,
– Mr Marcin Węgłowski – member of the Management Board,
– Mr Cezary Łysenko – member of the Management Board,
– Mr Maciej Olek – member of the Management Board,
The 11th term of office of the Management Board expires on the date of the Ordinary General Meeting of Budimex S.A. at which the financial statements for 2027 will be approved.
The said resolutions of the Supervisory Board of Budimex SA concerning the appointment of members of the Management Board will enter into force on the day of holding the Ordinary General Meeting of Budimex SA for the year 2023 and granting the said persons discharge for the performance of their duties as members of the Management Board in 2023.
Ms Anna Karyś-Sosińska is a graduate of the Krakow University of Economics. She began her experience in the HR field by working at the Krakow Institute of Technology, where between 2000 and 2002 she was responsible for executive search processes for senior and top management, in her capacity as Consultant. She has been associated with the Budimex Group since 2002. From 2002 to 2005, she was responsible for staff training and development. From 2005 to 2007, she was a Human Resources Coordinator for Building Construction. From 2007 to 2015, she was responsible for Infrastructure Engineering in her capacity as HR Manager. From 2016 to 2019, she held the position of HR Director for Infrastructure and Railway Engineering. From 2020 to 2021, she served as an HR Director for the Budimex Head Office and Budimex Nieruchomości. In each of the domains, she was responsible for the development of HR processes and implementation of personnel policies in line with the company’s strategy. As part of her function, she was responsible for supporting managers in organisational change processes, increasing their business effectiveness, as well as building and developing subordinate teams. At the beginning of 2022, she took up the role of Director of the Human Resources Division at Budimex SA. Along with the development of the Budimex Group, she has been responsible for building the HR strategy and processes in all of the Budimex Group companies operating in the Polish market, as well as newly established Group companies operating in the foreign market. She has been a member of the Management Board of Budimex SA since January 2023.
In accordance with her representation, Ms Anna Karyś-Sosińska does not conduct any activity competitive to the business of Budimex S.A., she does not hold interest in a competitive venture as a partner in a civil partnership, a partnership or a capital company, and she does not hold interest in a competitive legal person as a member of its bodies; she is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
Mr Jacek Daniewski – a graduate of the University of Warsaw. In 1983, he was entered on the list of legal counsels in Warsaw. In the years 1978–1990, he was employed at Polimex-Cekop Sp. z o.o. as a trade clerk and legal clerk, and between 1983 and 1990 — as a legal counsel. In the years 1987–1990, he was temporarily posted to work in Iraq as a trade agent of Polimex-Cekop. From 1986, he was also employed at Dromex as a legal counsel, and then as a coordinator of a legal counsel team. In December 2001, he became a legal counsel at Budimex SA, and in 2002 — the Deputy Chief Legal Officer. In December 2003, he was promoted to the position of Chief Legal Officer and also became a member of the Management Board of Budimex Dromex SA. Since January 2007, he has been the Chief Legal Officer, and since March 2007, also a member of the Management Board of Budimex SA.
In accordance with his representation, Mr Jacek Daniewski does not conduct any activity competitive to the business of Budimex S.A., he does not hold interest in a competitive venture as a partner in a civil partnership, a partnership or a capital company, and he does not hold interest in a competitive legal person as a member of its bodies; he is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
Mr Marcin Węgłowski graduated from the Faculty of Production Economics of the Warsaw School of Economics. In 1991, while he was still studying, he started working at the Ministry of Finance. Between 1992 and 1993 he was employed at BDO Binder Sp. z o.o. as an auditor. From 1993 to 1997 he worked for British-American Tobacco Group Poland – initially as a financial controller, and later as a financial project manager. In the years 1997-1999, he was the Chief Financial Officer and member of the Management Board at Delphi Automotive Systems Poland. From June 1999 to January 2001, he was the Head of Finance and Vice-President of the Management Board of the joint stock company OPTIMUS. He has been a member of the Management Board and the Chief Financial Officer of Budimex SA since January 2001.
In accordance with his representation, Mr Marcin Węgłowski does not conduct any activity competitive to the business of Budimex S.A., he does not hold interest in a competitive venture as a partner in a civil partnership, a partnership or a capital company, and he does not hold interest in a competitive legal person as a member of its bodies; he is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
Mr Cezary Łysenko completed his Master’s degree in civil engineering in 1996 at the Bialystok University of Technology. After graduation, he started working at a contracting company based in Łomża. His professional experience includes a period of nearly two years of work at the Provincial Office and at the Town Hall, where he was responsible for traffic engineering and road management. In 1999, he joined a team of consultants overseeing the implementation of contracts relating to national and provincial roads. He obtained his unlimited construction licence in 2002, which, following the time spent working as a billing inspector, enabled him to perform the duties of a constriction works supervisor. Since the beginning of 2006, he has been employed at Budimex S.A. as the head of the technical department, where he was responsible for handling a contract for the construction of access roads to a bridge in Płock; after a few months, he took over the duties of the contract manager. In 2012, he was appointed regional director responsible for business in the Podlaskie and Lubelskie provinces. In 2019, he took up the function of director of the northern branch, and nearly a year later he took over responsibility for all infrastructure construction projects at Budimex S.A. in the Polish and foreign markets. He has been a member of the Management Board of Budimex SA since January 2023.
Over the course of his career, he has completed several management courses, obtaining diplomas and certificates from renowned institutes and universities, including diplomas acknowledging the completion of: Management Programme 2009 at ICAN Institute/Harvard Business Publisher in Warsaw, International Management Development Programme 2013 and Leadership Programme 2016 at Universitas Summa in Madrid. In 2021, he completed the prestigious Advanced Management Programme at IESE Business School in Barcelona.
In accordance with his representation, Mr Cezary Łysenko does not conduct any activity competitive to the business of Budimex S.A., he does not hold interest in a competitive venture as a partner in a civil partnership, a partnership or a capital company, and he does not hold interest in a competitive legal person as a member of its bodies; he is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
Mr Maciej Olek is a graduate of the Faculty of Construction at the Wrocław University of Science and Technology. He holds a project management certificate from PMI and George Washington University. He has been involved in the construction industry for more than 20 years and participated in major construction projects, also outside Poland. From 2001 to 2007, he worked for NCC Poland on the construction of A2 motorway and on the implementation of the Citytunnel project in Malmo (Sweden), where he was a deputy project manager. Between 2008 and 2009, he worked on the construction of S3 express road. He has been associated with Budimex S.A. since 2010, initially as a site manager, then as a contract manager and contract director. Since autumn 2014, he has been responsible for building Budimex S.A.’s competence in the field of railway construction, first as a Regional Director, then as a Branch Director and, since May 2020, as a Director of Railway Construction. He has been a member of the Management Board of Budimex SA since January 2023.
In accordance with his representation, Mr Maciej Olek does not conduct any activity competitive to the business of Budimex S.A., he does not hold interest in a competitive venture as a partner in a civil partnership, a partnership or a capital company, and he does not hold interest in a competitive legal person as a member of its bodies; he is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
The Management Board of Budimex SA announces that on 9 April this year, the Supervisory Board of Budimex SA appointed Mr Artur Popko President of the Management Board, Chief Executive Officer of Budimex SA, for the 11th joint term of office of the Management Board covering the financial years 2025, 2026 and 2027. The 11th term of office of the Management Board expires on the date of the Ordinary General Meeting of Budimex S.A. at which the financial statements for 2027 will be approved.
The said resolution of the Supervisory Board of Budimex SA will enter into force on the day of holding the Ordinary General Meeting of Budimex SA for the year 2023 and granting Mr Artur Popko discharge for the performance of his duties as a member of the Management Board in 2023.
Mr Artur Popko is a graduate of the Civil and Environmental Engineering Faculty of the Bialystok University of Technology with a major in Transport Infrastructure Engineering.
Since 2004, he has been associated with the Budimex Group (Budimex Dromex), where he initially worked as a construction manager and then as a contract manager. In 2009, he was promoted to the position of Regional Director. From 2011, he was the director of Transport Infrastructure Engineering. In 2014, he became the Director of Infrastructure Engineering at Budimex SA. He is a co-founder of Budimex’s infrastructure engineering division. In 2019, he became the Vice President and Chief Operating Officer of Budimex. Since 2021, he has been the President of the Management Board Budimex S.A.
Mr Artur Popko does not conduct any activity outside Budimex S.A. that is competitive to the business of Budimex S.A., he does not hold interest in a competitive venture as a partner of a civil partnership, a partnership or a capital company and does not hold interest in a competitive legal person as a member of its body; he is not entered in the Register of Insolvent Debtors kept under the Act on the National Court Register.
The Management Board of Budimex SA announces that on 9 April 2024, following the recommendation of the Audit Committee, the Supervisory Board of Budimex SA appointed Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością Sp. k. with its registered office in Warsaw, ul. Rondo ONZ 1, 00-124 Warsaw, to review the semiannual financial statements of Budimex SA and the Budimex Group for the period of 6 months of 2024, 2025 and 2026,
as well as to audit the financial statements of Budimex SA together with the consolidated statements of the Budimex Group for the financial years 2024-2026. The auditor was appointed in compliance with the prevailing laws and professional practice. The agreement will be concluded for three year.
Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością Sp. k. is registered by the Polish Agency for Audit Oversight as an entity authorised to audit financial statements under registration number 130.
Ernst & Young Audyt Polska Spółka z ograniczoną odpowiedzialnością Sp. k. reviewed the financial statements for 6-month periods in the years 2017-2023 and audited the financial statements of Budimex SA and selected Budimex Group companies together with the consolidated financial statement of the Budimex Group for the financial years 2017-2023.
With reference to report No 16/2024 of 26 February 2024, the Management Board of Budimex S.A. announces that it has decided to recommend that the Ordinary General Meeting in 2024 make a decision to pay a dividend in the gross amount of PLN 35.69 (say: thirty five zlotys and sixty nine grosz) per share.
The Management Board proposes that the dividend be paid from the entire net profit for the period from 1 January 2023 to 31 December 2023 in the amount of PLN 749,569,174.76 and part of the spare capital created from retained earnings in the amount of PLN 161,600,022.86.
It is recommended that the dividend be paid on all shares of Budimex SA, i.e. 25,530,098 (twenty five million five hundred thirty thousand ninety-eight) shares.
The Management Board of Budimex SA recommends that the dividend day, i.e. the day of determining the list of shareholders eligible to dividend for 2023, should be 29 May 2024, and the dividend payment day should be 6 June 2024.
The Management Board of Budimex SA presents this recommendation on the basis of the data contained in the above-mentioned report No 16/2024 of 26 February 2024 and points out that, according to earlier information, the statements for 2023, together with the audit report, will be published on 10 April 2024.
With reference to current report No 66/2023 of 22 November 2023, the Management Board of Budimex S.A. announces that it has received information, together with justification, on the invalidation of the action referred to in current report No 66/2023 of 22 November 2023.
Budimex S.A. is considering the use of legal remedies.
Budimex in numbers
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Budimex Group’s order backlog at the end of 2023 (PLN billion )
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Budimex Group’s revenues in 2023 (PLN million )
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EBIT of the Budimex Group in 2023 (PLN M )
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completed construction contracts
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Michał Kielin
Head of Affairs Investor Relations and Analysis
Kamil Sochanek
Head of Affairs investor relations