Corporate governance

Functioning of the General Meeting of Shareholders, its fundamental powers, rights of the shareholders and the manner of exercising those rights

S3 Międzyrzecz SulechowThe General Meeting of Shareholders operates on the basis of the Articles of Association, By-laws of the General Meeting (both documents are posted on the Company’s Internet website) and provisions of other laws, including the provisions of the Code of Commercial Companies. Detailed powers of the General Meeting of Shareholders have been described in par. 13 of the Articles of Association. Shareholders exercise their rights in the manner specified in the Articles of Association, By-laws of the General Meeting of Shareholders and binding laws.

The General Meeting of Shareholders may be ordinary or extraordinary. Ordinary General Meetings of Shareholders take place, at the latest, within 6 months of the end of each financial year. General Meetings of Shareholders are convened by the Company’s Management Board. The Supervisory Board may convene an Ordinary General Meeting of Shareholders if the Company’s Management Board does not convene it within the period defined in the Code of Commercial Companies or in the Articles of Association; the Supervisory Board may also convene an Extraordinary General Meeting of Shareholders if such a meeting is deemed advisable. An Extraordinary General Meeting of Shareholders may also be convened by the shareholders representing at least half of the Company’s share capital or at least half of the total number of votes in the Company. If this is the case, the shareholders appoint the chairman of the Meeting.

The shareholder or shareholders representing at least one twentieth of the Company’s share capital may request, in writing or using electronic means of communication, that the Company’s Management Board convene an Extraordinary General Meeting of Shareholders and include certain specific matters on the meeting agenda or matters that are to be introduced to the meeting agenda. If within two weeks of the date of forwarding such a request the Extraordinary General Meeting of Shareholders is not convened, the court of registration may authorise the shareholders initiating such a request to convene the Meeting. The court of registration appoints the person chairing the Meeting, and in the notification about the Meeting the shareholders should refer to such decision of the court of registration. The Meeting convened in this manner takes a resolution on whether the costs of convening and holding the Meeting are to be borne by the Company. The shareholders who requested convening the Meeting may apply to the court to be exempted from the costs imposed by the resolution of the Meeting of Shareholders. 

A dedicated email address which may be used in the cases defined by the Code of Commercial Companies in connection with convening General Meetings of Shareholders is posted on the Company’s website.

The General Meeting of Shareholders of the Company is convened by way of posting an announcement on the Company’s website and in the manner reserved for forwarding current information, in accordance with the provisions of the Act on the Public Offering and the Terms and Conditions of Introducing Financial Instruments to an Organized System of Trading and on Public Companies. The announcement should be made at least twenty-six days before the scheduled date of the General Meeting of Shareholders. 

A General Meeting of Shareholders may also be convened in the manner specified in the Code of Commercial Companies on condition that the provisions of Article 405 of the Code of Commercial Companies are fulfilled.

Neptun w GdańskuA shareholder or shareholders representing at least one twentieth of the Company’s share capital may request that certain matters be included on the agenda of the next General Meeting of Shareholders. The request should be forwarded to the Management Board of the Company no later than twenty-one days before the scheduled date of the meeting and should include justification for or a draft of the resolution concerning the proposed matter for the agenda. The request may be forwarded in an electronic form. The Management Board must immediately, but no later than 18 days before scheduled date of the General Meeting, announce changes to the meeting agenda that were introduced at the request of the shareholders. Such announcement is executed in the manner applicable to convening the General Meetings of Shareholders. 

A shareholder or shareholders representing at least one twentieth of the Company’s share capital may, before the date of the General Meeting of Shareholders, send to the Company in writing, or using electronic means of communication, draft resolutions concerning matters entered to the agenda of the General Meeting of Shareholders matters that are to be introduced to the meeting agenda. The Company shall immediately post such drafts of resolutions on its website. During a General Meeting of Shareholders, each shareholder may submit draft resolutions concerning matters entered to the agenda. 

The shareholders may participate in the General Meeting of Shareholders and exercise their voting rights in person or through authorized representatives. The authorisation to participate in the General Meeting of Shareholders and to exercise voting rights should be granted in writing or in an electronic form. Granting authorisation in an electronic form does not require the use of a secure electronic signature verified by valid classified certificate.

In accordance with the Articles of Association (apart from other matters listed in appropriate regulations), the General Meeting of Shareholders adopts resolutions on the following matters:

• considering and authorization of the report on the Company’s activities and of the financial statements for the prior financial year,
• reviewing and approving the directors’ report on the Group’s activities and the consolidated financial statements of the Budimex Group,
• acknowledging fulfilment of duties by members of the Management and Supervisory Boards,
• creating and reversing of special funds and reserve capital, and their utilisation,
• profit appropriation or defining the manner of loss absorption; the General Meeting of Shareholders may resolve that dividend, in whole or in part, be allocated towards increasing the share capital and the shareholders are issued new shares in exchange,
• claims for losses incurred at incorporation of the Company, or losses resulting from performing management or supervisory functions,
• disposing or leasing/renting the company or its organized part, or establishing restrictions on its use or disposal,
• taking decisions on company merger or liquidation, and appointing Company liquidators,
• issuing convertible bonds or bonds with pre-emptive rights, or subscription warrants,
• redemption of shares,
• amendment of the Company’s Articles of Association, especially concerning a share capital increase or decrease, or amendment of the Company’s business activities,
• adopting By-laws of the General Meeting of Shareholders,
• appointing and removing Supervisory Board members,
• defining the principles and amount of remuneration for Supervisory Board members,
• re-acquisition of own shares to offer them to employees or persons who were employed at the Company or any related company for the period of at least three years,
• conclusion by the Company of a credit or loan agreement, or guarantee or other similar agreement with a member of the Management or Supervisory Board, authorised commercial representative, liquidator, or concluding an agreement in favour of any of the said persons,
• determining the date on which the list of shareholders entitled to receive dividend for the year is prepared (dividend date).

Matters forwarded by the Management Board for consideration of the General Meeting of Shareholders should first be forwarded for the Supervisory Board’s consideration.

Resolutions of the General Meeting of Shareholders are adopted by an absolute majority of votes, irrespective of the number of shares represented at the meeting, unless the provisions of the Code of Commercial Companies state otherwise.