4iG Nyrt. Minutes of 27 October 2014

Transcription

1 Minutes of the Extraordinary General Meeting of 4iG Nyilvánosan Működő Részvénytársaság (hereinafter referred to as: the Company) held on 27 October 2014 Location: H-1037 Budapest, Montevideo u. 8. (the Company's registered office), Balaton conference room Date and time: at 4:00 p.m. on 27 October 2014 In attendance: shareholders as recorded in the attendance list, members of the Board of Directors and of the Supervisory Board with the exception of Dr. Boródi Ferenc Béla and Rátkainé Fehér Ágnes) Somlyai Gábor chief executive officer, as well as dr. Bohus László attorney Method of participation at the General Meeting: participation in person General Meeting: Chairperson: Dr. Felső Gábor Keeper of the minutes: dr. Bohus László attorney Shareholder authenticating the minutes: Tóth Béla Zsolt Teller: Koppány Tamás Kornél Dr. Felső Gábor Chairman of the Board of Directors of the Company greets those present and informs the General Meeting that out of the Company's HUF 1,880,000,000 share capital those in attendance represent HUF 1,424,516,000 that is a 75.77% representation of the shares corresponding to a voting share of 75.77%, and thus the General Meeting has a quorum with regard to the agenda announced. Resolution No. 28./2014(10.27) The General Meeting elected Dr. Felső Gábor, Chairman of the Board of Directors, as Chairman of the General Meeting, dr. Bohus László, attorney, as keeper of the Minutes, Tóth Béla Zsolt shareholder as authenticator of the Minutes and Koppány Tamás Kornél shareholder as teller. Agenda: 1. Dismissing, electing senior officials and determining their remuneration. 1/10

2 2. Assessing the work performed during the current business year by those members of the Board of Directors who are proposed to be dismissed, and adopting a resolution with regard to the waiver to be granted to these senior officials. 3. Amendment of the Articles of Association, approval of the Articles of Association in a consolidated structure with all amendments. 4. Other Issues. Agenda Item No. 1. The Chairman notifies the General Meeting that Eck Ilona and Mezey András resigned as members of the Board of Directors with effect from 27 October The Chairman furthermore notifies the General Meeting that Dr. Móricz Gábor Gyuláné and Dr. Némethi Gábor resigned as members of the Supervisory Board and Audit Committee with effect from 27 October 2014 ; as well as Dr. Boródi Ferenc Béla and Németh János resigned as members of the Supervisory Board with effect from 27 October The Chairman informs the General Meeting that Rátkainé Fehér Ágnes resigned as Chairwoman of the Supervisory Board and of the Audit Committee with effect from 27 October Resolution No. 29./2014(10.27) The General Meeting acknowledged the resignation of Eck Ilona as member of the Board of Directors with effect from 27 October 2014, as well as thanked her for the work carried out as member of the Board of Directors. Resolution No. 30./2014(10.27) The General Meeting acknowledged the resignation of Mezey András as member of the Board of Directors with effect from 27 October 2014, as well as thanked him for the work carried out as member of the Board of Directors. For: 1,420,516 (99.72%) Against: 0 (0 %) Abstained: 4000 (0.28%). Resolution No. 31./2014(10.27) The General Meeting acknowledged the resignation of Dr. Móricz Gábor Gyuláné as member of the Supervisory Board and of the Audit Committee with effect from 27 October 2014, as well as thanked her for the work carried out as member of the Supervisory Board and of the Audit Committee. 2/10

3 Resolution No. 32./2014(10.27) The General Meeting acknowledged the resignation of Dr. Némethi Gábor as member of the Supervisory Board and of the Audit Committee with effect from 27 October 2014, as well as thanked him for the work carried out as member of the Supervisory Board and of the Audit Committee. Resolution No. 33./2014(10.27) The General Meeting acknowledged the resignation of Dr. Boródi Ferenc Béla as member of the Supervisory Board with effect from 27 October 2014, as well as thanked him for the work carried out as member of the Supervisory Board. Resolution No. 34./2014(10.27) The General Meeting acknowledged the resignation of Németh János as member of the Supervisory Board with effect from 27 October 2014, as well as thanked him for the work carried out as member of the Supervisory Board. The Chairman informs the General Meeting that, replacing those members of the Board of Directors who resigned, the Nomination Committee nominates Fehér István and Dr. Polyák József for the General Meeting to be appointed as members of the Board of Directors, for a fixed period until 27 October 2019, after which Fehér István and Dr. Polyák József are presented. Resolution No. 35./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Fehér István (name at birth: Fehér István, place and date of birth: Kunhegyes, 1 May 1971, mother's name: Nagy Erzsébet Klára, address: H-2000 Szentendre, Remény u. 4.) as member of the Board of Directors for a fixed period until 27 October Signing of Fehér István on behalf of the Company shall be performed: jointly. 3/10

4 Number of shares for which votes have been validly cast 1,424,516; For: 1,284,849 (90.20%) Against: 0 (0 %) Abstained: 139,667 (9.8%). Resolution No. 36./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Dr. Polyák József (name at birth: Polyák József, place and date of birth: Kecskemét, 21 April 1978, mother's name: Fazekas Julianna, address: H-6060 Tiszakécske, Kazinczy utca 21.) as Member of the Board of Directors for a fixed period until 27 October Signing of Dr. Polyák József on behalf of the Company shall be performed: jointly. For: 1,404,556 (98.60%) Against: 0 (0 %) Abstained: 19,960 (1.40%). Resolution No. 37./2014(10.27) The General Meeting accepting the proposal of the Remuneration Committee approved that each member of the Board of Directors shall be entitled to a remuneration of HUF 175,000 per month, while the Chairperson of the Board of Directors shall be entitled to a remuneration of HUF 200,000 per month. Subsequently those members of the Board of Directors who are employed by intra-group companies namely: Fehér István, Hegedűs Judit, Tóth Béla Zsolt renounced their remunerations. The Chairman informs the General Meeting that, replacing those members of the Supervisory Board who resigned, the Nomination Committee nominates for the General Meeting Jászberényi Tamás, Dr. Kishegyi Júlia, Dr. Andriskáné Ernöházai Ildikó and Dr. Pongor Dániel Gábor to be appointed as members of the Supervisory Board, as well as Jászberényi Tamás, Dr. Kishegyi Júlia and Dr. Pongor Dániel Gábor independent members to be appointed as members of the Audit Committee for a fixed period until 27 October 2019, after which the above persons are presented. Resolution No. 38./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Jászberényi Tamás (name at birth: Jászberényi Tamás, place and date of birth: Kecskemét, 20 August 1975, mother's name: Kálmán Irén, address: H-6000 Kecskemét, Kőhíd utca em. 13. ajtó) as independent member of the Supervisory Board and as member of the Audit Committee for a fixed period until 27 October /10

5 Resolution No. 39./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Dr. Kishegyi Júlia (name at birth: Kishegyi Júlia, place and date of birth: Budapest, 9 August 1952 mother's name: Weiszfeld Györgyi, address: H-1061 Budapest, Paulay Ede utca em. 17. ajtó) as independent member of the Supervisory Board and as member of the Audit Committee for a fixed period until 27 October Resolution No. 40./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Dr. Pongor Dániel Gábor (name at birth: Pongor Dániel Gábor, place and date of birth: Ithaca, USA, 28 April 1984, mother's name: Dr. Kiss Emese, address: H-1024 Budapest, Keleti Károly utca 41. FE 2.) as independent member of the Supervisory Board and as member of the Audit Committee for a fixed period until 27 October Number of shares for which votes have been validly cast 1,424,516; Resolution No. 41./2014(10.27) With effect from 27 October 2014 the General Meeting appointed Dr. Andriskáné Ernöházai Ildikó (name at birth: Ernöházai Ildikó, place and date of birth: Budapest, 19 November 1952, mother's name: Strifler Mária, address: H-6300 Kalocsa, Menyhárt László utca 1.) as Member of the Supervisory Board for a fixed period until 27 October /10

6 Resolution No. 42./2014(10.27) The General Meeting accepting the proposal of the Remuneration Committee approved that each member of the Supervisory Board shall be entitled to a remuneration of HUF 155,000 per month, while the Chairperson of the Supervisory Board shall be entitled to a remuneration of HUF 175,000 per month. The Chairman informs the General Meeting that no proposals were received at the General Meeting to dismiss any members of the Board of Directors, the Supervisory Board or the Audit Committee, or to nominate any new member. As of today members of the Board of Directors, the Supervisory Board and the Audit Committee shall be as follows: Board of Directors: Hegedűs Judit Fehér István Dr. Felső Gábor Chairman Dr. Polyák József Tóth Béla Zsolt Supervisory Board: Dr. Andriskáné Ernöházai Ildikó Jászberényi Tamás (independent member) Dr. Kishegyi Júlia (independent member) Rátkainé Fehér Ágnes Dr. Pongor Dániel Gábor (independent member) Audit Committee: Jászberényi Tamás (independent member) Dr. Kishegyi Júlia (independent member) Dr. Pongor Dániel Gábor (independent member) Agenda Item No. 2. Assessing the work performed in the 2014 business year by those members of the Board of Directors who resigned and adopting a resolution with regard to the waiver to be granted. Resolution No. 43./2014(10.27) The General Meeting approves the work of Eck Ilona, who has resigned as member of the Board of Directors, performed in the 2014 business year and grants waiver to her under paragraph (2) of Article 3:117 of Act V of 2013 on the Civil Code. Number of shares for which votes have been validly cast: 1,404,566; 6/10

7 proportion of the share capital represented by those votes: 74.71%. For: 1,404,556 (100%) Against: 0 (0 %) Abstained: 0 (0%). Non-voting: 19,960 Resolution No. 44./2014(10.27) The General Meeting approves the work of Mezey András, who has resigned as member of the Board of Directors, performed in the 2014 business year and grants waiver to him under paragraph (2) of Article 3:117 of Act V of 2013 on the Civil Code. For: 1,420,516 (99.72%) Against: 0 (0 %) Abstained: 4000 (0.28%). Agenda Item No. 3. Amendment of the Articles of Association, approval of the Articles of Association in a consolidated structure with all amendments. The Chairman presents the proposal for the modification of the Articles of Association disclosed by the Company on 3 October 2014 as a General Meeting proposal (supported by the Supervisory Board) as well as the draft of the Articles of Association in a consolidated structure disclosed on the same date as above as a General Meeting proposal (supported by the Supervisory Board). Subsequent to the presentation the Chairman concludes that no remarks were made by the shareholders with regard to the presentation, then he makes a proposal to vote on the modification of the Articles of Association in accordance with the presented proposal and to vote on the adoption of the Articles of Association in a consolidated structure as presented in the proposal. Resolution No. 45./2014(10.27) (provisions to be amended are highlighted in bold italics) The Company's General Meeting in its resolution No. 16./2014(04.24.) decided on the Company's current name and short name (4iG Nyrt.). The website ( appropriate for the Company's new name has been launched replacing in full the old website ( the old website will be deleted in the future. Having regard to the above, the General Meeting adopts the proposal submitted by the Board of Directors for amending paragraph of the Articles of Association and amends paragraph of the Articles of Association pursuant to present resolution, in accordance with the proposal for the modification of the Articles of Association submitted on 3 October Accordingly the amended wording of paragraph of the Articles of Association shall be as follows: " The General Meeting shall be convened at least 30 days prior to the starting date of the General Meeting via an announcement of invitation disclosed on the Company's own website ( and on the website of the Budapest Stock Exchange ( The invitation to the General Meeting shall contain the name and registered office of the Company, the date and time as well as the venue of the General Meeting, the method the General Meeting shall be held, the agenda of the General Meeting, the conditions of exercising voting rights as stipulated by the present Articles of Association, the conditions of exercising rights for making additions to the agenda, the place where the texts of draft resolutions and of documents to be submitted to the General Meeting shall be 7/10

8 made available, the conditions of exercising rights for making additions to the agenda and the date and venue of the repeated General Meeting in case the General Meeting has no quorum. If the General Meeting does not have a quorum, the repeated general meeting with the same agenda shall be re-convened for a date following the original time by not less than ten days and not more than twenty-one days." Resolution No. 46./2014(10.27) (provisions to be amended are highlighted in bold italics) The General Meeting for the reasons presented in resolution No. 45./2014(10.27) adopts the proposal submitted by the Board of Directors for amending paragraph 17.1 of the Articles of Association and amends paragraph 17.1 of the Articles of Association pursuant to present resolution, in accordance with the proposal for the modification of the Articles of Association submitted on 3 October Accordingly the amended wording of paragraph 17.1 of the Articles of Association shall be as follows: "17.1. The Company shall disclose its announcements on its website ( and on the website of the Budapest Stock Exchange ( For: 0 (100%) Against: 0 (0 %) Abstained: 0 (0%). Resolution No. 47./2014(10.27) (provisions to be amended are highlighted in bold italics) Act V of 2013 on the Civil Code as opposed to Act IV of 2006 on Business Associations governing the operations of the Company until 24 April 2014 does not provide for the Board of Directors to convene the General Meeting of the Company if lacking specific authorization by the Articles of Association to a venue other than the registered office of the Company; however situations may arise whereby holding the General Meeting at the registered office of the Company can become significantly more difficult or may be prevented or hindered. In this regard additions to the Articles of Association which, within a framework established therein, provides the opportunity for the Board of Directors to convene the General Meeting to a venue other than the Company's registered office is justified. In consideration of the foregoing, the General Meeting adopts the proposal of the Board of Directors to supplement the Articles of Association with paragraph and supplements the Articles of Association pursuant to present resolution, in accordance with the proposal for the modification of the Articles of Association submitted on 3 October 2014 with the following paragraph: " The General Meeting shall be convened with the exception indicated in present paragraph at the Company's registered office. The Board of Directors may also convene the General Meeting to a venue other than the Company's registered office which is located in the same municipality as the registered office within the administrative boundaries of the municipality in question which is suitable for holding the General Meeting, has a size relevant for the number of shareholders and has 8/10

9 technical conditions suitable for holding the General Meeting. Resolution No. 48./2014(10.27) (provisions to be amended are highlighted in bold italics) The General Meeting adopting the relevant proposal of the Board of Directors empowers the Board of Directors to purchase a maximum amount of 470,000 units of the Company's type A dematerialised registered ordinary shares with a nominal value of HUF 1,000 each, on condition that purchasing own shares shall be intended to serve acquisition purposes as well as to ensure the coverage of management and employee incentive programs. The purchase shall be made primarily on the Stock Exchange, at a market price of at least HUF 1,000 and maximum HUF 5,000. The Board of Directors shall only purchase own shares under an OTC contract if the price is at least 20% lower than the current stock market price. Present authorisation is valid for 18 months from the adoption of the General Meeting decision, that is until 27 April Resolution No. 49./2014(10.27) The General Meeting considering its resolution No. 48./2014(10.27) adopts the proposal submitted by the Board of Directors for the amendment of paragraph of the Articles of Association and amends paragraph of the Articles of Association pursuant to present resolution in accordance with the proposal for the modification of the Articles of Association submitted on 3 October Accordingly the amended wording of paragraph of the Articles of Association shall be as follows: " The Board of Directors based on the authorisation of the General Meeting for a period of 18 months is entitled to purchase own shares of the Company complying with the restrictions laid down in the Civil Code on condition that purchasing own shares shall be intended to serve acquisition purposes as well as to ensure the coverage of management and employee incentive programs. The General Meeting of the Company held on 27 October 2014 authorized the Board of Directors for a period of 18 months from the adoption of the General Meeting decision, that is for a period until 27 April 2016, to purchase a maximum amount of 470,000 units of the Company's type A dematerialised registered ordinary shares with a nominal value of HUF 1,000 each. The purchase shall be made primarily on the Stock Exchange, at a market price not less than HUF 1,000 and not more than HUF 5,000. The Board of Directors shall only purchase own shares under an OTC contract if the price is at least 20% lower than the current stock market price. 9/10

10 Resolution No. 50./2014(10.27) With effect from 27 October 2014 the General Meeting adopted the amended Articles of Association in a consolidated structure corresponding to the draft Articles of Association submitted on 3 October Agenda Item No. 4. There were no other remarks. After each resolution adopted by the General Meeting, the number of shares for which votes have been validly cast, the proportion of the share capital represented by those votes, as well as the number and percentage of "For" votes, "Against" votes and the number of abstains were registered. All of the shareholders present at the General Meeting participated in each voting except where the number of shares present but not participating in the voting and the proportion of the share capital represented by those votes were specially indicated under "Non-voting". 10/10