General Meeting of Shareholders
Functioning of the General Meeting of Shareholders, its fundamental powers, rights of the shareholders and the manner of exercising those rights
The General Meeting of Shareholders operates on the basis of the Articles of Association, Rules of Procedure of the General Meeting of Shareholders (both documents are posted on the Company’s website) and provisions of other laws, including the provisions of the Code of Commercial Companies. Particular powers of the General Meeting of Shareholders are described in Par. 13 of the Articles of Association. Shareholders exercise their rights as specified in the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders and the applicable 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. The Extraordinary General Meeting of Shareholders may also be convened by the shareholders representing at least one half of the Company’s share capital or at least one 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 that request to convene the Meeting. The court of registration then appoints the chairperson of the Meeting, and the shareholders should refer to that decision of the court of registration in the notification of convention of the Meeting. The Meeting so convened adopts a resolution on whether the costs of convening and holding the Meeting are to be borne by the Company. The shareholders who requested convention of the Meeting may apply to the court of registration to be exempted from the costs imposed by the resolution of the Meeting.
A dedicated email address which may be used in the cases defined by the Code of Commercial Companies in connection with the convention of the General Meeting of Shareholders is published on the Company’s website.
The General Meeting of the Company is convened by publication of the notice on the Company’s website and in the manner provided for with respect to publication of current information, in accordance with the provisions of the Act on the Public Offering and the Conditions of Introducing Financial Instruments to Organised Trading, and on Listed Companies. The notice must be made at least twenty-six days before the scheduled date of the General Meeting of Shareholders.
The 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.
A 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 submitted to the Management Board of the Company no later than twenty-one days before the scheduled date of the Meeting and it should contain a justification or a draft of the resolution concerning the proposed item of the agenda. The request may be submitted in an electronic form. The Management Board must immediately, but no later than eighteen days before scheduled date of the General Meeting of Shareholders, publish changes to the meeting’s agenda that were introduced at the request of the shareholders. Such announcement is executed in the manner applicable to convening the General Meeting 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, or matters that are to be put on the meeting’s agenda. The Company immediately publishes the draft resolutions on its website. During the General Meeting of Shareholders, each shareholder may submit draft resolutions concerning matters on the agenda.
The shareholders may participate in the General Meeting of Shareholders and exercise their voting rights in person or through proxies. The power of attorney to participate in the General Meeting of Shareholders and to exercise voting rights must be granted in writing or in an electronic form. A proxy in electronic form does not require any secure electronic signature verifiable through a qualified certificate.
In accordance with the Articles of Association, the General Meeting of Shareholders adopts resolutions on the following matters (apart from other matters provided for in the applicable laws):
- review and approval of the directors’ report on the Company’s operations and of the financial statements for the preceding financial year,
- review and approval of the directors’ report on the Group’s operations and of the consolidated financial statements of the Budimex Group,
- granting discharge to members of the Company’s governing bodies for performance of their duties,
- creating, liquidating and using special funds and capital reserve,
- distributing profit or defining the manner of loss coverage; 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 organised part, or establishing limited property rights thereon,
- taking decisions on the company merger or liquidation, and appointing Company’s liquidators,
- issuing convertible bonds or bonds with priority rights, and subscription warrants,
- redemption of shares,
- amendment of the Company’s Articles of Association, in particular concerning a share capital increase or decrease, or change to the Company’s areas of business,
- adopting the Rules of Procedure of General Meeting of Shareholders;
- appointing and recalling Members of the Supervisory Board;
- determining the rules and amount of remuneration for the 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,
- specification of the day on which the list of shareholders entitled to receive a dividend for a given financial year will be determined (dividend date).
Matters submitted by the Management Board for consideration of the General Meeting of Shareholders should be first submitted to the Supervisory Board for an opinion.
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 provide otherwise.
