Budimex.pl

Current report no 24 / 2019

Date: April 16, 2019 1:56 PM

Draft resolutions of the Ordinary General Shareholders Meeting of Budimex SA convened on 16 May 2019

With reference to report No 23/2019 of 16 April 2019 on convening the Ordinary General Shareholders Meeting of Budimex SA, the Management Board of Budimex SA hereby communicates the content of draft resolutions for the Ordinary General Shareholders Meeting convened on 16 May this year.

 

draft

 

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

of 16 May 2019

on: the election of the Chairman of the Ordinary General Shareholders Meeting

 

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

§ 1. The Ordinary General Shareholders Meeting hereby elects Mr/Ms ………………………………….. to be the Chairman of the Ordinary General Shareholders Meeting.

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

 

draft

 

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

of 16 May 2019 

on: the appointment of the Returning Committee

 

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

§ 1. The Ordinary General Shareholders Meeting hereby appoints the Returning Committee in the following composition:

1. Mr/Ms .......................................,

2. Mr/Ms ..............................,

3. Mr/Ms ...............................

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

 

draft

 

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

of 16 May 2019 on: adoption of the agenda

 

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

 

§ 1. The Ordinary General Shareholders Meeting hereby adopts the following agenda:

 

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 2018, the financial statements of Budimex S.A. for the year ended 31 December 2018 together with the report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2018, as well as the consolidated financial statements of the Budimex Group for the year ended 31 December 2018 together with the report on the audit of the annual consolidated financial statements for the year ended 31 December 2018.

7. Presentation and review of the report of Budimex S.A. on non-financial information for 2018 and the report of the Budimex Group on non-financial information for 2018.

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 2018, 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 2018,

9.2. review and approval of the report of Budimex S.A. on non-financial information for 2018,

9.3. review and approval of the report of the Budimex Group on non-financial information for 2018,

9.4 review and approval of the financial statements of Budimex S.A. for the year ended 31 December 2018,

9.5 review and approval of the consolidated financial statements of the Budimex Group for the year ended 31 December 2018,

9.6 distribution of profit for 2018,

9.7 grant of discharge to Members of the Management Board of Budimex S.A. for performance of their duties in 2018,

9.8 approval of the supplementation of the membership of the Supervisory Board of ninth term, which took place on 19 December 2018 and consisted in co-opting Mr Ignacio Gaston as a new Member of the Board pursuant to § 16 section 3 of the Company’s Articles of Association, owing to the resignation of Mr Alejandro de la Joya Ruiz de Velasco.

9.9 approval of the supplementation of the membership of the Supervisory Board of ninth term, which took place on 19 December 2018 and consisted in co-opting Mr Fernando Luis Pascual Larragoiti as a new Member of the Board pursuant to § 16 section 3 of the Company’s Articles of Association, owing to the resignation of Mr Ignacio Clopes Estela.

9.10 grant of discharge to Members of the Supervisory Board of Budimex S.A. for performance of their duties in 2018,

9.11 appointing the Supervisory Board of the tenth term.

9.12 changes of § 12 section 5 and § 16 section 3 of the Articles of Association of the Company as well as the adoption of the consolidated text of the Articles of Association.

10. Closure of the Meeting.

 

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

 

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Resolution No 322

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: review and approval of the directors’ report on the operations

Of the Budimex Group and Budimex S.A. for 2018

 

Pursuant to Article 395 § 2(1) in conjunction with Article 393 (1) of the Code of Commercial Companies and § 13 a) of the Company’s Articles of Association, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Upon prior review, the directors’ report on the operations of the Budimex Group and Budimex S.A. for 2018 is hereby approved.

 

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

 

Appendices:

Appendix No 1 – Directors’ report on the operations of the Budimex Group and Budimex S.A. for 2018 presented for review at the Ordinary General Shareholders Meeting, published in the annual report for 2018 on the 26th March 2019 and on the website of Budimex S.A.

 

draft

 

Resolution No 323

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: review and approval of the report of Budimex S.A. on non-financial information for 2018

 

Pursuant to Article 395 § 2(1) of the Code of Commercial Companies, in conjunction with Article 49b(1) and Article 49b(9) of the Accounting Act and § 13 a) of the Company’s Articles of Association, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Upon prior review, the report of Budimex S.A. on non-financial information for 2018 is hereby approved.

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

 

Appendices:

Appendix No 1 – Report of Budimex S.A. on non-financial information for 2018 presented for review at the Ordinary General Shareholders Meeting, published in the annual report for 2018 on the 26th March 2019 and on the website of Budimex S.A.

 

draft

 

Resolution No 324

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: review and approval of the report of the Budimex Group on non-financial information for 2018

 

Pursuant to Article 395 § 5 of the Code of Commercial Companies, in conjunction with Article 55(2b) and Article 55(2c) of the Accounting Act, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Upon prior review, the report of the Budimex Group on non-financial information for 2018 is hereby approved.

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

 

Appendices:

Appendix No 1 – Report of Budimex Group on non-financial information for 2018 presented for review at the Ordinary General Shareholders Meeting, published in the annual report for 2018 on the 26th March 2019 and on the website of Budimex S.A.

 

draft

 

Resolution No 325

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: review and approval of the financial statements of Budimex S.A.

for the year ended 31 December 2018

 

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

§ 1. Upon prior review, the Company’s financial statements for the year ending 31 December 2018 is hereby approved. The financial statements comprise:

1. the report on the financial position of the Company prepared as at 31 December 2018 with total assets, equity and liabilities of PLN 4,377,639 thousand /four billion three hundred and seventy-seven million six hundred thirty nine thousand zloty/,

2. the profit and loss account for the period from 1 January 2018 to 31 December 2018 with the net profit of PLN 321,602 thousand /three hundred twenty one million six hundred two zloty/,

3. the consolidated statement of comprehensive income for the period from 1 January 2018 to 31 December 2018, showing total comprehensive income of PLN 321,983 thousand /three hundred twenty-one million nine hundred eighty-three thousand złoty/,

4. the statement of changes in equity for the period from 1 January 2018 to 31 December 2018, showing a decrease in equity by PLN 127,602 thousand /one hundred twenty-seven million six hundred two thousand złoty/,

5. the cash flow statement for the period from 1 January 2018 to 31 December 2018, showing a decrease in cash by PLN 504,328 thousand /five hundred four million three hundred twenty-eight thousand złoty/,

6. additional notes and explanations.

The financial statements of Budimex S.A. for the year ended 31 December 2018 were audited by an independent certified auditor and received an approving opinion of the Company’s Supervisory Board.

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

 

Appendices – Financial statements for the year ended 31 December 2018 and the Report on the audit of the annual financial statements of Budimex S.A. for the year ended 31 December 2018 presented for review at the Ordinary General Shareholders Meeting, published in the annual report for 2018 on the 26th March 2019 and on the website of Budimex S.A.

 

draft

 

Resolution No 326

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: review and approval of the consolidated financial statements for the year ended 31 December 2018

 

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

§ 1. Upon prior review, the consolidated financial statements of the Budimex Group for the year ended 31 December 2018 are hereby approved. The consolidated financial statements comprise:

1. the consolidated statement of financial position as at 31 December 2018 showing total assets as well as total equity and liabilities of PLN 5,456,351 thousand /five billion four hundred fifty-six million three hundred fifty-one thousand złoty/,

2. the consolidated profit and loss account for the period from 1 January 2018 to 31 December 2018, showing a net profit of PLN 305,484 thousand /three hundred five million four hundred eighty-four thousand złoty/,

3. the consolidated statement of comprehensive income for the period from 1 January 2018 to 31 December 2018, showing total comprehensive income of PLN 306,132 thousand /three hundred six million one hundred thirty-two thousand złoty/,

 

4. the consolidated statement of changes in equity for the period from 1 January 2018 to 31 December 2018, showing a decrease in equity of PLN 131,651 thousand /one hundred thirty-one million six hundred fifty-one thousand zloty/,

 

5. the consolidated cash flow statement for the period from 1 January 2018 to 31 December 2018, showing a decrease in cash by PLN 694,728 thousand /six hundred ninety-four million seven hundred twenty-eight thousand złoty/,

 

6. additional notes and explanations.

The consolidated financial statements of the Budimex Group were audited by an independent certified auditor and received an approving opinion of the Supervisory Board of Budimex S.A.

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

 

Appendices – The consolidated financial statements for the year ended 31 December 2018 and the Report on the audit of the annual consolidated financial statements of Budimex Group for the year ended 31 December 2018 presented for review at the Ordinary General Shareholders Meeting, published in the annual report for 2018 on the 26th March 2019 and on the website of Budimex S.A.

 

draft

 

Resolution No 327

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: the distribution of profit for 2018

 

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

 

§ 1. The net profit for the period from 1 January 2018 to 31 December 2018, amounting to PLN 160,839,617.40 (say: one hundred sixty million eight hundred thirty-nine thousand six hundred seventeen złoty, forty grosz) shall be allocated for the payment of dividend in the gross amount of PLN 6.30 (say: six złoty and thirty grosz) per share. The remaining profit of PLN 160,762,704.47 (say: one hundred sixty million seven hundred sixty-two thousand seven hundred and four zloty, forty-seven grosz) shall be allocated to the supplementary capital.

§ 2.1. The list of shareholders entitled to receive the dividend for the year 2018 is determined as at 6 June 2019 (the dividend day).

2. The dividend payment date is 19 June 2019.

 

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

 

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Resolution No 328

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Dariusz Jacek Blocher, President of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 329

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Vice-President of the Management Board of Budimex S.A., for the performance of duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Fernando Luis Pascual Larragoiti, Vice-President of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 18 December 2018 (date of resignation).

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

 

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Resolution No 330

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Jacek Daniewski, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 331

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Radosław Górski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Radosław Górski, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 332

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Cezary Mączka, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 333

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Artur Popko, Member of the Management Board of Budimex S.A., for the performance of duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Artur Popko, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 334

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Henryk Urbański, Member of the Management Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Henryk Urbański, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 335

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: grant of discharge to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Following the positive assessment of the Company’s operations in 2018, upon a motion of the Supervisory Board, discharge is hereby granted to Mr Marcin Węgłowski, Member of the Management Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

draft

 

Resolution No 336

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: approval of the supplementation of the membership of the Supervisory Board of ninth term, which took place on 19 December 2018 and consisted in co-opting Mr Ignacio Gaston as a new Member of the Board pursuant to § 16 section 3 of the Company’s Articles of Association, owing to the resignation of Mr Alejandro de la Joya Ruiz de Velasco.

 

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

 

§ 1.

In view of the change of composition of the Supervisory Board of ninth term, executed as a result of the Resolution No 279 of the Supervisory Board adopted on 19 December 2018 owing to the resignation of Mr Alejandro de la Joya Ruiz de Velasco from his function in the Supervisory Board of Budimex S.A., co-opting of Mr Ignacio Gaston as a new member of the Board executed by the Supervisory Board is hereby approved.

 

§ 2.

The Resolution shall enter into force as of the date of its adoption.

 

draft

 

Resolution No 337

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: approval of the supplementation of the membership of the Supervisory Board of ninth term, which took place on 19 December 2018 and consisted in co-opting Mr Fernando Luis Pascual Larragoiti as a new Member of the Board pursuant to § 16 section 3 of the Company’s Articles of Association, owing to the resignation of Mr Ignacio Clopes Estela.

 

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

 

§ 1.

In view of the change of composition of the Supervisory Board of ninth term, executed as a result of the Resolution No 280 of the Supervisory Board adopted on 19 December 2018 owing to the resignation of Mr Ignacio Clopes Estela from his function in the Supervisory Board of Budimex S.A., co-opting of Mr Fernando Luis Pascual Larragoiti as a new member of the Board executed by the Supervisory Board is hereby approved.

 

§ 2.

The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No 338

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Ms Marzenna Anna Weresa, Member of the Supervisory Board of Budimex S.A., for the performance of her duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Ms Marzenna Anna Weresa, Member of the Supervisory Board of Budimex S.A., for the performance of her duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 339

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Marek Michałowski, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 340

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Alejandro de la Joya Ruiz de Velasco, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Alejandro de la Joya Ruiz de Velasco, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 18 December 2018 (resignation date).

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

 

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Resolution No 341

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Javier Galindo Hernandez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 342

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Jose Carlos Garrido-Lestache Rodriguez, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 343

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex SA, for the performance of his duties in 2018.

 

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Piotr Kamiński, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 344

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Igor Adam Chalupec, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 345

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Janusz Dedo, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 31 December 2018.

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

 

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Resolution No 346

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Ignacio Clopes Estela, Member of the Supervisory Board of Budimex SA, for the performance of his duties in 2018.

 

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Ignacio Clopes Estela, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in the period from 1 January 2018 to 18 December 2018 (resignation date)

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

 

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Resolution No 347

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Ignacio Gaston, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018.

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Ignacio Gaston, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 19 December 2018 (date of appointment as member of the Board) to 31 December 2018.

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

 

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Resolution No 348

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

on: grant of discharge to Mr Fernando Luis Pascual Larragoiti, Member of the Supervisory Board of Budimex S.A., for the performance of his duties in 2018.

 

 

Pursuant to Article 395 § 2(3) of the Code of Commercial Companies, the Ordinary General Shareholders Meeting of Budimex S.A. hereby resolves as follows:

§ 1. Discharge is hereby granted to Mr Fernando Luis Pascual Larragoiti, Member of the Supervisory Board of Budimex SA, for the performance of his duties in the period from 19 December 2018 (date of appointment as member of the Board) to 31 December 2018.

 

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

 

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Resolution No 349 – ………

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: appointment of a member of the Supervisory Board of Budimex SA of the tenth term

 

Pursuant to Article 385 § 1 of the Commercial Companies Code, and § 13(g) of the Articles of Association of Budimex SA, in relation to the expiry of mandates of Members of the Supervisory Board of the ninth term, the Ordinary General Shareholders Meeting of Budimex SA hereby resolves as follows:

 

§ 1

Mr/Ms ........................................... is hereby appointed to the Supervisory Board of Budimex SA for a joint three-year term of office.                   

 

§ 2

The Resolution shall enter into force as of the date of its adoption.

 

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Resolution No ……

Of the Ordinary General Shareholders Meeting of Budimex S.A.

of 16 May 2019

 

on: changing of § 12 section 5 and § 16 section 3 of the Articles of Association of the Company as well as the adoption of the consolidated text of the Articles of Association.

 

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

§ 1. § 12 section 5 of the Articles of Association of Budimex SA shall be replaced by the following:

“A proxy for participation in the General Meeting and execution of the right to vote must be in writing or in electronic form. The requirements on a proxy executed in an electronic form shall be governed by separate regulations. These requirements shall be communicated by the Company in each notice on convening the General Meeting.”

 

§ 16 section 3 of the Articles of Association of Budimex SA shall be replaced by the following:

“3 Should a Member of the Supervisory Board resign or terminate his/her activities due to unforeseen circumstances before the end of his/her term of office, the next General Meeting shall complement the Supervisory Board composition. The Supervisory Board may co-opt a new Member for the seat of the resigning one before the General Meeting.

The number of co-opted Members cannot exceed the half of the total number of elected Members of the Supervisory Board.

Co-opted Members of the Supervisory Board shall be submitted for approval by the next General Meeting. Mandates of the Supervisory Board Members elected or co-opted during the term of office shall expire with the expiry of the mandates of the other members of the given term of office of the Supervisory Board.”

The remaining provisions of the Articles of Association of Budimex S.A. shall remain unchanged.

§ 2. Following the amendments to the Articles of Association introduced in § 1 of this resolution, the consolidated text of the Articles of Association incorporating the amendments is hereby adopted, which is included in the appendix hereto. The appendix shall constitute an integral part of this resolution.

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

 

Appendices:

Consolidated text of Articles of Association of Budimex S.A.

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Shareholdership structure as on 30.06.2018

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