M i n u t e s o f t h e E x t r a o r d i n a r y G e n e r a l M e e t i n g o f 4 i G P u b l i c L i m i t e d C o m p a n y Recorded at the extraordinary general meeting held at the head office (1037 Budapest, Montevideo St 8) of 4iG Plc. (hereinafter: the Company) on, opened at 11 AM Present are shareholders: as per the attached attendance list on behalf of the Board of Directors Chairman Dr. Gábor Felső István Fehér Judit Hegedűs Dr. Zsolt Kovács, Attila Zoltán Merényi Dr. Csaba Kerekes representing the Supervisory Board Dr. Csaba Kerekes, representing the Audit Committee Attorneys Dr. Mónika Rezes and dr. Szabolcs Kéringer on behalf of Pongor Ügyvédi Iroda (Pongor Law Firm) as invited guests Manner of holding the General Meeting direct personal participation Statement of quorum: Appointment of the contributors of the General Meeting Dr Gábor Felső, Chairman of the Board of Directors of the Company, welcomes the attendees and informs the General Meeting that the attending shareholder representatives may pass votes on 1,831,288 pieces of common share of the total of 1,880,000 pieces of common share of the Company, and the Company has 48,712 pieces of treasury share. In view of the above, it is established that out of a total of 1,831,288 voting ordinary shares, holders of 1,184,419 ordinary shares are represented either personally or through a proxy, therefore the General Meeting has a quorum (64.68%). Dr. Gábor Felső, as Chairperson of the Board of Directors of the Company proposes Dr. Gábor Felső, Chairperson of the Board of Directors, to be elected Chairperson of the General Meeting, Tamás Kornél Koppány, shareholder, to be elected shareholder to authenticate the minutes, Gábor Móricz, shareholder, to be elected teller and dr. Szabolcs Kéringer to be elected keeper of the minutes.
Minutes Yes: 1,184,419 (100%) Abstained: 0 (0%) Against: 0(0%) Resolution No. 01/2018. (01.17.) The General Meeting elected Dr. Gábor Felső, Chairperson of the Board of Directors to chair the General Meeting, shareholder Koppány Tamás Kornél to authenticate the minutes, shareholder Gábor Móricz to tell the vote, and dr. Szabolcs Kéringer, to keep the minutes. Officials of the General Meeting Establishment of the agenda of the General Meeting Chairperson Dr. Gábor Felső, Chairperson of the Board of Directors shareholder authenticating the minutes Tamás Kornél Koppány teller: Gábor Móricz keeper of the minutes dr. Szabolcs Kéringer With respect to the agenda, Dr. Gábor Felső proposes to adopt and discuss the agenda items indicated in the notice of meeting (the notice of meeting was published on the Company s website on 12 December 2017, as follows: 1. Removal or election of executive officers and other officers (Supervisory Board, Audit Committee, Board of Directors, Managing Director) and fixing their remuneration 2. Amendments to the Articles of Association: 3. Other Issues Yes: 1,184,419 (100%) Abstained: 0 (0%) Against: 0 (0%) Resolution No. 02/2018. (01.17.) The General Meeting has adopted the igenda items indicated in the notice of meeting without any modification. In view of the above, the adopted agenda items are the following: 1. Removal or election of executive officers and other officers (Supervisory Board, Audit Committee, Board of Directors, Managing Director) and fixing their remuneration 2. Amendments to the Articles of Association: 3. Other Issues 2
Minutes Agenda Item No. 1. Removal or election of executive officers and other officers (Supervisory Board, Audit Committee, Board of Directors, Managing Director) and fixing their remuneration Background to this agenda item is that the appointment of two Board members, namely President Dr. Gábor Felső and Judit Hegedűs will expire on 21 January 2018 which will cause the number of Board members to fall below three which, although complying with the minimum requirement in the law, would make it difficult to ensure the continuous operation of the management and secure its quorum. The Board of Directors proposes, in accordance with its resolution 4/12/12/2017, that the number of members of the Board of Directors shall remain five. In the currently five-member Supervisory Board, the mandate of Ágnes Rátkainé Fehér also expires on 21 21 January 2018, and although the Supervisory Board would remain operative and have a quorum also with four members, the Board of Directors also made a proposal to the General Meeting for the renewal of this position. In accordance with the Responsible Corporate Governance Recommendations published by the Budapest Stock Exchange Ltd., it belongs to the competence of the Nominating and Remuneration Committee in particular to support the General Meeting in decisions concerning the appointment and the remuneration of the executive officers. Before making the corporate decisions belonging to its competence, the Committee shall be entitled to make recommendations for the individual positions to be filled in. Based on this, the Committee at its meeting held on 20 December 2017 discussed the agenda item concerning the re-appointment and brought its resolutions nos. 2/12/20/2017-4/12/20/2017 in which they proposed for the Honourable General Meeting to elect the incumbent chair of the Board of Directors Dr. Gábor Felső and current Board member Judit Hegedűs for a definite period from 22 January 2018 till 27 October 2019 as well as to elect Ágnes Rátkainé Fehér to be member of the Company s Supervisory Board for the same period; in case of all the three candidates, on the same conditions as are applicable under their current appointment. The proposal concerning the above resolutions of the Nominating and Remuneration Committee has been published on the Company s website among the draft resolutions of the General Meeting. With respect to this Agenda Item No. 1, the General Meeting has adopted the following Resolution: Yes: 1,184,419 (100%) Abstained: 0 (0%) No: 0 (0%) Resolution No. 03/2018. (01.17.) With effect from 22 January 2018, the General Meeting elected Dr. Gábor Felső (born: Budapest, 8 May 1971; mother's name: Mária Iglói) as a member of the Board of Directors of 4iG Plc. for a definite period ending on 27 October 2019. The General Meeting determines the honorarium of Board member Dr. Gábor Felső in accordance with Resolution no. 37. /2014 (10.27). 3
Minutes Board member Dr. Gábor Felső shall have an independent right to represent (sign on behalf of) the Company, and he shall work under an employment contract. The present general meeting resolution shall not affect the mandates and terms of previously elected board members. The present Dr. Gábor Felső thanking the General Meeting declares that he accepts his appointment and renounces the honorarium due to the members of the Board of Directors. Yes: 1,184,419 (100%) Abstained: 0 (0%) No: 0 (0%) Resolution No. 04/2018. (01.17.) With effect from 22 January 2018, the General Meeting elected Judit Hegedűs (born: Debrecen, 14 May 1970; mother's name: Margit Reményik) as a member of the Board of Directors of 4iG Plc. for a definite period ending on 27 October 2019. The General Meeting determines the honorarium of Board member Judit Hegedűs in accordance with Resolution no. 37. /2014 (10.27). Board member Judit Hegedűs shall have a joint right to represent (sign on behalf of) the Company, and she shall work under an employment contract. The present general meeting resolution shall not affect the mandates and terms of previously elected board members. The present Judit Hegedűs thanking the General Meeting declares that she accepts her appointment and renounces the honorarium due to the members of the Board of Directors. Yes: 1,184,419 (100%) Abstained: 0 (0%) No: 0 (0%) Resolution No. 05/2018. (01.17.) With effect from 22 January 2018, the General Meeting elected Ágnes Rátkainé Fehér as a member of the Supervisory Board of 4iG Plc. for a definite period ending on 27 October 2019. 4
Minutes The General Meeting determines the honorarium of Ágnes Rátkainé Fehér in accordance with Resolution no. 37. /2014 (10.27). The present general meeting resolution shall not affect the mandates and terms of previously elected Supervisory Board members. Ágnes Rátkainé Fehér has notified the President by electronic mail that she thanks for the trust placed in her by the General Meeting and she has accepted her appointment. Chairperson Dr. Gábor Felső establishes that the members of the Company s Board of Directors and Supervisory Board (in both cases for a definite period ending on 27 October 2019) are the following, on the condition that Ágnes Rátkainé Fehér accepts her appointment to the Supervisory Board. Board of Directors István Fehér Dr. Gábor Felső Judit Hegedűs Dr. Zsolt Kovács Attila Zoltán Merényi Supervisory Board Dr. Csaba Kerekes, Chairperson Dr. Ildikó Andriskáné Ernőházi Dr. Judit Bakó Dr. Júlia Kishegyi Ágnes Rátkainé Fehér Agenda Item No.2 Amendments to the Articles of Association: The Amendment to the Articles of Association prepared by the Board of Directors and proposed by the Supervisory Board for submission to the General Meeting was disclosed as a General Meeting proposal and it proposes modifications in the following two subjects: - In point 5.3.4, the deadline for publishing General Meeting proposals is adjusted to twenty-one days in accordance with the Civil Code; and/or - Concerning point 11.10.2, the General Meeting authorises the Board of Directors to acquire treasury shares for a maximum period of eighteen months in accordance with the current practice and on the current conditions, which authorisation must also be recorded in the Articles of Association. Pursuant to Articles 10.1 a) and 10.2, the Articles of Association can be amended by a three-quarter majority of the votes. With respect to this Agenda Item No. 2, the General Meeting has adopted the following Resolution: Yes: 1,184,419 (100%) Abstained: 0 (0%) No: 0 (0%) 5
Minutes Resolution No. 06/2018. (01.17.) The General Meeting, acting within its competence set out in paragraph (1) Section 3:223 of Act V of 2013 on the Civil Code and paragraph 10.1. s) of the Company s Articles of Association, authorizes the Board of Directors of 4iG Plc. to buy treasury shares within a fixed period between and 17 July 2019 on the same terms as set out in paragraph 11.10.2 of the Articles of Association. yes: 1,184,419 (100%) Abstained: 0 (0%) No: 0 (0%) Resolution No. 07/2018. (01.17.) The General Meeting amends the Articles of Association of 4iG Plc acting within its competence set out in paragraph 10.1. a) of the same as follows: Point 5.3.4.: The Board of Directors shall publish key data of the statutory annual report and the reports of the Board of Directors and of the Supervisory Board at least fifteen (15) twenty-one (21) days prior to the General Meeting by way of public notice. Point 11.10.2. Under a maximum eighteen (18) months long authorisation by the General Meeting, the Board of Directors is authorised to purchase the own shares of the Company, respecting the limitations in the CC, under the condition that the purchase of own shares is to have acquisition purposes or is to secure the executive and employee incentive schemes and a coverage thereto. The General Meeting of the Company held on 29 April 2016 authorised the Board of Directors for eighteen (18) months after the General Meeting resolution, i.e. for the period lasting until 29 October 2017 17 July 2019, to purchase a maximum amount of 470,000 pieces from the dematerialised shares of series A having a nominal value of HUF 1,000 each. The purchase shall be made primarily on the Stock Exchange, at a market price reaching 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. At the next General Meeting, the Board of Directors shall provide information about the reasons and manner of acquiring treasury shares, the number and total nominal value of shares, the proportion of the acquired shares to the total share capital of the company as well as about the price paid. In consideration of the foregoing, the General Meeting determines the Company s Articles of Association without any amendment with effect from in accordance with the proposal.
Minutes Agenda Item No.3. Miscellaneous No further proposal was received with respect to agenda item no. 3. After adopting each General Meeting resolution, the number of shares in respect of which valid votes had been cast, the percentage of share capital represented by these votes, number and ratio of votes in favour and votes against and abstentions were established. 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". [illegible signature] Dr. Gábor Felső Chairperson Chairperson of the Board of Directors [illegible signature] Tamás Kornél Koppány shareholder authenticating the minutes [illegible signature] dr. Szabolcs Kéringer keeper of the minutes 7