Budimex.pl

Current report no 21 / 2018

Date: April 18, 2018 10:03 AM

ANNOUNCEMENT OF CONVENING THE ORDINARY GENERAL SHAREHOLDERS’ MEETING

The Management Board of Budimex S.A. with its registered office in Warsaw (01-040 Warsaw), ul. Stawki 40, a company entered in the register of entrepreneurs kept by the District Court for the capital city of Warsaw in Warsaw, 12th Division of the National Court register under number 1764, share capital in the amount of PLN 127,650,490, paid-up in full, hereby convenes the Ordinary General Shareholders’ Meeting (hereinafter abbreviated as the OGSM) on 17 May 2018 at 09.00 a.m. at the Company’s registered office in Warsaw, at ul. Stawki 40, room 514, 5th floor. The agenda of the meeting shall be as follows:
 

1. Opening of the Ordinary General Shareholders' Meeting.

2. Election of the Chairman of the Ordinary General Shareholders' Meeting.

3. Ascertainment of due convention of the Ordinary General Shareholders' Meeting and its capacity to adopt resolutions.

4. Election of the Returning Committee.

5. Adoption of the agenda.

6. Presentation and review of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2017, the financial statements of Budimex S.A. for the year ended 31 December 2017 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2017, as well as the consolidated financial statements for the year ended 31 December 2017 together with the report on the audit of the annual consolidated financial statements of the Budimex Group for the year ended 31 December 2017.

7. Presentation and review of the report of Budimex S.A. on non-financial information for 2017 and the report of the Budimex Group on non-financial information for 2017.

8. Presentation of the report of the Supervisory Board of Budimex S.A., including the results of the assessment of the directors’ reports on the operations and financial statements for the financial year 2017, the Management Board’s proposal for the distribution of profit as well as the assessment of the Company’s situation, fulfilling the requirements arising from the “Best Practice of WSE Listed Companies 2016”.

9. Adoption of resolutions regarding:

9.1.

review and approval of the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2017,

9.2. review and approval of the report of Budimex S.A. on non-financial information for 2017,

9.3. review and approval of the report of the Budimex Group on non-financial information for 2017,

9.4. review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2017,

9.5. review and approval of the consolidated financial statements for the year ended 31 December 2017,

9.6. distribution of profit for 2017,

9.7. grant of discharge to Members of the Management Board of Budimex S.A. for performance of their duties in 2017,

9.8. grant of discharge to Members of the Supervisory Board of Budimex S.A. for performance of their duties in 2017,

9.9. adoption of new Rules of Procedure of the General Shareholders' Meeting of Budimex S.A.

10. Closure of the Meeting.

 

Acting pursuant to Article 402 [2] of the Code of Commercial Companies, the Management Board of Budimex SA hereby notifies shareholders of the procedures to be applied in respect of the AGM as regards participating in the AGM and exercising voting rights: 

 

The shareholder’s right to demand putting particular items on the agenda of the AGM:

 

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 OGSM. 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 OGSM. The request should include grounds for or a draft resolution pertaining to the proposed agenda item. The request may be submitted in writing to the Company’s registered office (address: Budimex S.A., ul. Stawki 40, 01-040 Warsaw) or in electronic form to the e-mail 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 subparagraph of this clause 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 appointed date of the OGSM. 

 

The shareholder’s right to propose draft resolutions on matters which have been placed or are to be placed on the agenda prior to the scheduled date of the OGSM:

 

Before the date of the OGSM, 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. Stawki 40, 01-040 Warsaw) or by means of electronic communication (the aforesaid e-mail address walnezgromadzenie@budimex.pl) draft resolutions concerning the issues put on the agenda or issues that are to be put on the agenda of the OGSM. 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 their submission. This means that a shareholder or shareholders referred to in the first subparagraph of this clause 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 shareholder’s right to submit draft resolutions concerning the issues put on the agenda during the OGSM:

 

During the OGSM, each shareholder may submit draft resolutions concerning items placed on the agenda. 

 

The method of exercising voting rights by a proxy, especially the forms used during voting by a proxy and the method of notifying the Company of the appointment of a proxy by means of electronic communication:

 

A shareholder may participate in the OGSM 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 persons authorised to represent such entities who will appear at the OGSM as representatives of such shareholders) or by a proxy. 

A member of the Management Board, member of the Supervisory Board, employee of Budimex S.A., or member of corporate bodies or employee of a subsidiary of Budimex S.A. may be appointed a proxy for the OGSM. In such case, the appointment will only be valid for one general meeting. The proxy is obliged to disclose to the shareholder any circumstances leading to any actual or potential conflict of interest. The proxy may not grant further powers of proxy. The proxy shall vote as instructed by the shareholder.

A shareholder may not vote, in person or by proxy, on resolutions concerning their liability towards the Company on any account, including, without limitation, on granting discharge in respect of duties, release from liability towards the Company or a dispute between the shareholder and the Company. however, a shareholder may vote on such resolutions as a proxy. In such a case, the rules described in the previous paragraph shall apply accordingly.

A proxy may exercise all rights of a shareholder at the OGSM unless the power of proxy states otherwise. 

A proxy may grant further power of attorney if it results from the content of the power of attorney. 

A proxy may represent multiple shareholders and vote the shares of each shareholder differently. 

A shareholder holding shares registered in an omnibus account may appoint different proxies to vote the shares in that account.

A shareholder holding shares registered in more than one securities account may appoint different proxies to vote the shares in each of the accounts.
 

The power of attorney to participate in the OGSM and execute the right to vote must be granted in writing or in electronic form by sending the power of attorney to the e-mail address walnezgromadzenie@budimex.pl

In the case of granting the power of proxy in a written form, the proxy should present the original document of the power of proxy before the OGSM commences, together with documents confirming empowerment of the persons signing the power of proxy to grant it – in the case of 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 the electronic form does not require a secure electronic signature. 

A power of proxy in electronic form should be formulated in a separate document signed by a shareholder or a person authorised to represent a shareholder, sent as an appendix in PDF format (not password-protected) to the e-mail 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 OGSM, as well as appropriate documents (ID card, passport, a valid copy of an entry in the relevant register, chain of powers of proxy – the same rules as for a power of proxy granted in writing, described above) confirming the right of the person signing a power of proxy to represent a shareholder. The notice of granting the power of proxy in electronic form should include the shareholder's telephone number and e-mail address, as well as the proxy's telephone number and e-mail address through which Budimex S.A. will be able to communicate with the shareholder and the proxy.

Pursuant to Article 412[1] § 5 of the Code of Commercial Companies, Budimex SA shall take appropriate measures to identify a shareholder and a proxy in order to verify the validity of the power of attorney granted in electronic form. As a consequence, before sending a power of proxy in electronic form to the address given above, shareholders of Budimex S.A. should take measures according to clause 13 below,
and a power of proxy sent in electronic form must be delivered to the above e-mail address by 16 May 2018, 1 p.m. at the latest (i.e. be in the inbox of Budimex S.A.).

The above rules concerning a power of proxy to participate in the OGSM and exercise the voting rights granted in an electronic form shall apply accordingly to revocation of the power of proxy granted in an electronic form.

Sending the said documents to the above address shall not release a proxy from the obligation to present documents confirming their identity on drawing up a list of attendance of the shareholders entitled to participate in the OGSM .

Budimex S.A. stipulates that, in case of any doubts, before the commencement of the OGSM it may require that the originals of the said documents or their copies certified by a notary public 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 OGSM.

The forms referred to in Article 402 [2] clause 2 (d) of the Code of Commercial Companies are available on the Company website in the Budimex S.A. GM tab as from the date of convening the OGSM. Budimex SA 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. 

 

Pursuant to 402[2] clause 2 (e)–(g) of the Code of Commercial Companies, in conjunction with Article 406[5] § 1 and Article 411[1] § 1 of the Code of Commercial Companies, the Management Board of Budimex S.A. informs that (i) the Articles of Association of Budimex S.A. do not allow participation in the OGSM with the use of electronic communication means, and (ii) the Rules of the OGSM of Budimex S.A. do not provide for the possibility to vote at the OGSM by mail, so as a result it will not be possible to: (i) participate in the OGSM with the use of electronic communication means, (ii) take the floor during the OGSM using electronic communication means, (iii) exercise the voting right by mail or with the use of electronic communication means.

 

Voting on resolutions adopted at the AGM shall proceed with the use of wireless remote controllers. Persons authorised to participate in the OGSM are requested to
register and collect wireless remote controllers for voting directly by the entry to the Meeting’s venue one hour before the start of the meeting.

 

The record date for the OGSM is 1 May 2018 (the “Record Date”). The right to participate in the OGSM rests only with persons holding shares in Budimex S.A. as at the Record Date (Article 406 [1] par. 1 of the Code of Commercial Companies). 

 

No earlier than after the date of the notice of convening the OGSM and no later than on the first weekday following the Record Date, holders of rights under bearer shares of Budimex S.A. in book-entry form must request the entity maintaining those holders' securities accounts to issue personal certificates confirming their right to participate in the OGSM. According to the shareholder’s will, the certificate should specify all or some of the shares registered in the holder’s securities account.
 

The certificate referred to above shall contain:
a) company (name), registered office, address and stamp of the issuer and certificate number,
b) number of shares,
c) type and code of shares,
d) company name (business name), registered office and address of Budimex S.A.,
e) par value of shares,
f) full name or company (name) of the person eligible based on shares,
g) registered office (place of residence) and address of the person eligible based on shares,
h) purpose of issuing a certificate,
i) date and place of issue,
j) signature of the person authorised to issue a certificate.

 

The persons eligible based on registered shares, pledgees and users with voting rights have the right to participate in the OGSM if they are entered in the shareholding book on the Registration Date.

 

The list of persons entitled to participate in the OGSM will be made available for review to shareholders for three working days before the OGSM at the registered office of Budimex S.A. in Warsaw, ul. Stawki 40, room 301 (Monday – Wednesday from 9.00 a.m. to 4.00 p.m.). A shareholder may request that a list of shareholders be sent to them free of charge by e-mail, providing the address to which the list should be sent. Shareholders are advised to collect the issued certificate of the right to participate in the OGSM and to check whether a given shareholder was put on the list of shareholders entitled to participate in the OGSM.

 

A full text of the documentation to be presented to the OGSM and draft resolutions shall be available for shareholders from the date of announcement of convening the OGSM at the registered office of Budimex S.A. in Warsaw, at ul. Stawki 40, room 301, from 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).

 

The address of the website where information concerning the OGSM is published: www.budimex.pl

 

The OGSM will be transmitted online at the special address provided on the website of Budimex S.A. (www.budimex.pl).

 

In all the above-mentioned cases, before a shareholder uses the e-mail address walnezgromadzenie@budimex.pl for the purpose of the OGSM, a shareholder shall deliver to the Company’s registered office in Warsaw, ul. Stawki 40, a certificate bearing their own signature or a signature of the person authorised to represent a shareholder, providing the e-mail address from which messages will be sent to the Company’s e-mail 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 a shareholder.

In case of an infringement of the obligation referred to in this item 13, messages and declarations sent to the e-mail address of Budimex SA indicated above shall not be taken into consideration.

Documents sent to the aforesaid e-mail address shall be sent in PDF format, in the Polish language or with a sworn translation to the Polish language. The risk of using the aforesaid electronic form of communication shall be borne by the shareholder.

 

Management Board of Budimex S.A.

 

Shareholders
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Shareholdership structure as on 17.05.2019

GPWKNFRespect IndexSEGWIG Budownictwo
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