Board of Directors

Composition of the Management Board

As at 31 December 2014, the Management Board of Budimex SA was composed of the following persons:

• Dariusz Jacek Blocher - President of the Management Board, General Director,
• Fernando Luis Pascual Larragoiti - Vice-President of the Management Board,
• Andrzej Artur Czynczyk - Board Member, Chief HR Officer,
• Jacek Daniewski - Board Member, Chief Legal and Organisational Officer,
• Henryk Urbański - Board Member, Chief Real Estate Officer,
• Marcin Węgłowski - Board Member, Chief Financial Officer.

Changes in the composition of the Management Board in 2014:

• Ignacio Botella Rodriguez resigned from the position of Vice-President of the Management Board as of 24 April 2014,
• By resolution No 229 of 24 April 2014, the Supervisory Board appointed Fernando Luis Pascual Larragoiti to the position of the Vice-President of the Management Board.

As at 31 December 2014, joint authorisations to represent the Company together with a member of the Management Board of Budimex SA were granted to the following persons:

• Artur Popko,
• Radosław Górski,
• Andrzej Goławski.

Changes in authorised legal representatives in 2014:

• on 26 March 2014, joint authorisations granted to Jaime Rontome Perez and Jose Emilio Pont Perez were recalled,
• on 19 September 2014, joint authorisations to represent the Company together with a member of the Management Board were granted to: Artur Popko, Radosław Górski and Andrzej Goławski.

During the year 2014, policies concerning the appointment or removal of members of managing bodies as well as the rights of members of these bodies, including the right to take decisions on share issuance or redemption, as provided in the Articles of Association, did not change.

 

Composition of the Supervisory Board and its committees

As at 31 December 2014, the Supervisory Board of Budimex SA was composed of the following persons:

• Marek Michałowski - President of the Supervisory Board,
• Alejandro de la Joya Ruiz de Velasco - Vice-President of the Supervisory Board,
• Igor Adam Chalupec - Secretary of the Supervisory Board,
• Marzenna Anna Weresa - Supervisory Board Member,
• Ignacio Clopes Estela - Supervisory Board Member,
• Javier Galindo Hernandez - Supervisory Board Member,
• Jose Carlos Garrido-Lestache Rodriguez - Supervisory Board Member,
• Piotr Kamiński - Supervisory Board Member,
• Janusz Dedo - Supervisory Board Member.

Changes in the composition (and structure) of the Supervisory Board in 2014:

• resignation from membership in the Supervisory Board and function of the Secretary submitted by Tomasz Sielicki, effective as of 7 January 2014,
• supplementing the composition of the Supervisory Board by co-opting Janusz Dedo to replace Tomasz Sielicki — resolution No 218 of the Supervisory Board of 29 January 2014. Supplementing of the Supervisory Board’s composition was approved by the General Meeting of Shareholders on 24 April 2014,
• appointment of the existing member of the Board, Maciej Stańczuk, to perform the function of the Secretary of the Board — resolution No 219 of the Supervisory Board of 29 January 2014,
• resignation from membership in the Supervisory Board and function of the Secretary submitted by Maciej Stańczuk, effective as of 7 February 2014,
• appointment of the existing member of the Board, Igor Chalupec, to perform the function of the Secretary of the Board — resolution No 220 of the Supervisory Board of 12 March 2014,
• appointment of Ignacio Clopes Estela to the Supervisory Board by the General Meeting of Shareholders of Budimex SA, effective as of 1 May 2014.

As at 31 December 2014, the Audit Committee was composed of the following persons:

• Marzenna Weresa — President,
• Javier Galindo Hernandez — Member,
• Jose Carlos Garrido - Lestache Rodriguez — Member.

The composition of the Audit Committee did not change in 2014.

As regards the independence of an Audit Committee member, provisions of the following apply: Article 56 section 3 item 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorized to Audit Financial Statements and Public Oversight, dated 7 May 2009, and criteria of independence with regard to the company and entities materially related to the company, within the meaning of the Best Practices of WSE Listed Companies (Policy 6 Section III Best Practices for Supervisory Board Members).

The status of independence of a Supervisory Board member is determined by the Company in accordance with the criteria defined in the Procedure for Integrated Management System No 05-05 relating to obtaining information from Supervisory Board members and publication of this information, based on representations filed by Board members and based on Article 56 section 3 item 1, 3 and 5 of the Act on Statutory Auditors and their Self-Governance, Audit Firms Authorized to Audit Financial Statements and Public Oversight, dated 7 May 2009.

The Investment Committee was composed of the following persons:

• Piotr Kamiński — President,
• Alejandro de la Joya Ruiz de Velasco — Member,
• Javier Galindo Hernandez — Member.

Changes in the composition of the Investment Committee in 2014:

• resignation from the function performed submitted by Maciej Stańczuk, effective as of 7 February 2014,
• appointment of Piotr Kamiński to the Investment Committee by resolution No 221 of the Supervisory Board of 12 March 2014. After the above supplementing of composition, the Investment Committee was established by way of electing Piotr Kamiński the President of the Committee.

The Remuneration Committee was composed of the following persons:

• Marek Michałowski — President,
• Igor Chalupec — Member,
• Alejandro de la Joya Ruiz de Velasco — Member.

The composition of the Remuneration Committee did not change in 2014.