M i n u t e s 4 i G P u b l i c L i m i t e d C o m p a n y Y e a r 2 0 1 7 O r d i n a r y A n n u a l G e n e r a l M e e t i n g Made Present are recorded at the Annual General Meeting held at the head office (1037 Budapest, Montevideo St 8) of 4iG Plc. (hereinafter: the Company) on, opened at 10 AM shareholders according to the attendance sheet on behalf of the Board of Directors Dr. Gábor Felső, Chairperson István Fehér Judit Hegedűs Attila Zoltán Merényi Béla Zsolt Tóth on behalf of the Supervisory Board Dr. Csaba Kerekes, Chairperson Dr. Ildikó Andriskáné Ernöházai Dr. Judit Bakó Dr. Júlia Kishegyi Ágnes Rátkainé Fehér on behalf of the Audit Committee Dr. Csaba Kerekes, Chairperson Dr. Judit Bakó, Member Dr. Kishegyi Júlia, Member as invitee Zsuzsanna Freiszberger continuing auditor as the person responsible for auditing on behalf of INTERAUDITOR Tanácsadó Ltd. Dr. Mónika Rezes and dr. Szabolcs Kéringer on behalf of Pongor Ügyvédi Iroda (Pongor Law Firm) Manner of holding the General Meeting direct personal participation Officials of the General Meeting Chairperson Dr. Gábor Felső, Chairperson of the Board of Directors of the Company authenticating the minutes, shareholder, Tamás Kornél Koppány, teller of the votes, Béla Zsolt Tóth, keeper of the minutes dr. Szabolcs Kéringer
Minutes Establishment of the 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 1,834,050 pieces of common share of the total of 1,880,000 pieces of common share of the Company, and the Company has 45.950 pieces of treasury share. In view of the above, it is established that out of a total of 1,834,050 voting ordinary shares, holders of 1,381,893 ordinary shares are represented either personally or through a proxy, therefore the General Meeting has a quorum (75.35%). 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, Béla Zsolt Tóth, shareholder, to be elected teller, and Dr. Szabolcs Kéringer to be elected keeper of the minutes. the share capital. R e s o l u t i o n N o. 1 / 2 0 1 7 ( 0 4. 2 7. ) 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 Tóth Béla Zsolt to tell the vote, and Dr. Szabolcs Kéringer, to keep the minutes. Establishment of the agenda of the General Meeting With respect to the agenda, Dr. Gábor Felső proposes to adopt and discuss the agenda items determined by the Board of Directors with its resolution 1/2017. (03.27.) and later supplemented by Board resolution 15/2017. (04.06.) at a shareholder's request in accordance with the provisions of the Articles of Association (both resolutions were published on the Company's website at the date of their adoption), as follows: 1. Decision on the approval of the 2016 financial statements, balance sheet and profit and loss account a. Proposal for the 2016 annual reports, the balance sheet and the profit and loss account, and the distribution of the profit b. The report of the Board of Directors on the activities of the 2016 financial year, motion for the approval of the reports c. The auditor s report on the audit of the annual financial statements, presentation of the auditor s clause. d. The report of the Audit Committee on the audit of the annual financial statements e. The report of the Supervisory Board on the audit of the annual financial statements f. The report of the Board of Directors on the management, the Company s financial status and business policy g. Decision on the matters covered in agenda item 1.Minutes 2. Approval of the Responsible Corporate Management Report and Declaration. 2 3. Decision on the remuneration of the Company s auditor for 2017 4. Evaluation of the work done by the executive officers and other officers in the previous
business year, decision on discharging them of their liability 5. Removal or election of executive officers and other officers (Supervisory Board, Audit Committee, Board of Directors) and fixing their remuneration 6. Amendment of the Statutes and approval of the Statutes incorporating amendments 7. Decision on the dividend policy 8. Other Issues the share capital. Resolution No. 2/2017 (04.27.) The General Meeting have adopted the previously announced and amended agenda items without modifications. Agenda Item No. 1. Decision on the approval of the 2016 financial statements, balance sheet and profit and loss account The General Meeting discussed sub-items a-g of agenda item no. 1. Under the agenda item, the financial statement for business year 2016 created according to the Accounting Act, the IAS-IFRS consolidated report for business year 2016, the relevant balance sheet and profit and loss statements, the report and annual financial statement of the Board of Directors, the continuing auditor's report, the Audit Committee s report, the Supervisory Board s report as well as the report and dividend payment proposal (the use of the after-tax profit) of the Board of Directors were presented to the General Meeting. As part of the proposed agenda, the General Meeting was given the following documents: the Company's financial statements for the financial year 2016 including the balance sheet; the Company's consolidated financial report including the balance sheet for the financial year 2016 prepared in accordance with the IAS-IFRS standards; the Company's business report for the financial year 2016 presenting the management, the business policy and the financial situation; audit report of Interauditor Ltd., as the Company's standing auditor on the Company's reports, financial statements and consolidated balance sheet for the financial year 2016; the Corporate Governance Report and Declaration of the Company for the business year of 2016; report of the Supervisory Board; 3
report of the Audit Committee. Minutes of the General Meetin In summary: the Company's pre-tax profit was HUF -284,217,000 and its after-tax profit was HUF -285,956,000 in the fiscal year 2016. Based on resolution 12/2017. (04.06.), the Board of Directors, in accordance with the Supervisory Board Report and the Audit Committee Report, does not propose for the General Meeting to authorise dividend payment on the year 2016 earnings. After the presentation and discussion of the issues, the Chairman made a proposal to the General Meeting for the use of the financial statement, consolidated report, business report and profit/loss after tax prepared pursuant to the Accounting Act and published as a proposal at the General Meeting. With respect to this Agenda Item No. 1, the General Meeting has adopted the following Resolution: the share capital. Resolution No. 3/2017 (4.27.) Considering the content of the report by the Supervisory Board, the Audit Committee and the continuing auditor, the General Meeting approved the financial report of 4iG Plc made in accordance with the Accounting Act for the 2016 (financial) year ended on 31 December 2016, which was published as a motion to the General Meeting, showing HUF -284,217,000 pre-tax profit and HUF -285,956,000 after-tax profit. the share capital. Resolution No. 4/2017 (4.27.) Considering the content of the report by the Supervisory Board, the Audit Committee and the continuing auditor, the General Meeting approved the financial report of 4iG Plc made in accordance with the IAS-IFRS standards for the 2016 (financial) year ended on 31 December 2016, which was published as a motion to the General Meeting, showing HUF 9,672,273,000 balance sheet total and HUF -110,527,000 after-tax profit. 4
Minutes of the General Meetin the share capital. Resolution No. 5/2017 (4.27.) The Company shall not pay dividend on its year 2016 earnings based on the resolution of the General Meeting made in view of the Supervisory Board Report, the Audit Committee Report and the proposal of the Board of Directors. the share capital. Yes: 1,381,893 (100%) Abstained: 0 (0%) No: 0(0%) Resolution No. 6/2017 (4.27.) Considering the content of the report by the Supervisory Board and the Audit Committee, the General Meeting approved the business report for the (financial) year 2016 on the management, business policy and net assets position of 4iG Plc. which was published as a motion to the General Meeting. Agenda Item No.2 and Declaration Approval of the Responsible Corporate Management Report The Corporate Governance Report and Declaration prepared by the Board of Directors and proposed by the Supervisory Board and the Audit Committee for submission to the General Meeting was disclosed as a General Meeting proposal after the discussion of which the Chairperson of the Board of Directors proposed to the General Meeting to adopt the Corporate Governance Report and Declaration. the share capital. 5
Minutes Having been provided with the above information, the General Meeting has adopted the Resolution No. 7/2017 (4.27.) Considering the content of the report by the Supervisory Board and the Audit Committee, the General Meeting accepted the Corporate Governance Report and Declaration of 4iG Plc for the (financial) year 2016 which was published as a motion to the General Meeting. Agenda Item No. 3. Decision on the remuneration of the Company s auditor for 2017 The Chairperson of the Board of Directors informs the General Meeting that on the General Meeting of 18 January 2016, INTERAUDITOR Neuner, Henzl, Honti Tanácsadó Ltd. (seat: 1074 Budapest, Vörösmarty Street 16-18. Building A Ground Floor 1/F.; registration number: 01-09-063211; chamber registration number: 171; personally responsible auditor: Julianna Tóth) was assigned as the Company s auditor for financial years 2015, 2016 and 2017, with the remark that at the General Meeting in question only the remuneration for 2015 was established; whereas the remuneration for the year 2016 was established by Resolution No. 14/2016. (04.29.) at the same amount as for the preceding year. As a draft of the present agenda item, the Audit Committee proposes that the auditor's remuneration for the year 2017 be identical with that of the previous years, i.e. HUF 1,550,000.00 + VAT for the annual report of 4iG Plc. as parent company and HUF 1,950,000.00 + VAT for the consolidated report of the Group. the share capital. Resolution No. 8/2017 (4.27.) Having adopted the Audit Committee s proposition, the General Meeting determines that INTERAUDITOR Neuner, Henzl, Honti Tanácsadó Ltd. (seat: 1074 Budapest, Vörösmarty Street 16-18. Building A Ground Floor 1/F.; registration number: 01-09-063211; chamber registration number: 000171), as the Company s elected auditors shall be entitled to an auditor's fee of HUF 1,550,000 + VAT for the business year 2017 with respect 4iG Plc's annual financial report and HUF 1,950,000 + VAT with respect to the Group's consolidated financial 6 report.
Minutes Agenda Item No. 4. of their liability Evaluation of the work done by the executive officers and other officers in the previous business year, decision on discharging them The Chairman of the Board of Directors informs the General Meeting that the Members of the Board of Directors as leading officials of the Company, exercising their option in Section 3:117(1) of Act V of 2013 on the Civil Code, all requested that the General Meeting grant them the waiver establishing the adequacy of their activities in the (financial) year of 2015. As the chair of the Nomination and Remuneration Committee, Dr. Gábor Felső informs the General Meeting that the Committee has discussed the final discharge to be given to the Board members and proposes for the General Meeting to give a discharge to each member of the Board of Directors. With respect to this Agenda Item No. 4, the General Meeting has adopted the following Resolution: the share capital. Resolution No. 9/2017 (4.27.) The General Meeting approves the work of Dr. Gábor Felső, Chairperson of the Board of Directors, performed in 2016 and grants waiver to him under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. Valid votes were cast for 1,093,536 shares amounting to 59.62% of the voting shares of the equity capital. Yes: 1,093,536 (100%) Abstained: 0 (0%) No: 0 (0%) Resolution No. 10/2017 (04.27.) The General Meeting approves the work of István Fehér, member of the Board of Directors, performed in 2016 and grants waiver to him under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. 7
Minutes the equity capital. Minutes Resolution No. 11/2017 (04.27.) The General Meeting approves the work of Judit Hegedűs, member of the Board of Directors, performed in 2016 and grants waiver to her under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. the share capital. Resolution No. 12/2017 (04.27.) The General Meeting approves the work of Dr. Zsolt Kovács, member of the Board of Directors, performed in 2016 and grants waiver to him under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. the share capital. Resolution No. 13/2017 (04.27.) The General Meeting approves the work of Attila Zoltán Merényi, member of the Board of Directors, performed in 2016 and grants waiver to her under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. 8 Valid votes were cast for 1,312,649 shares amounting to 71.57% of the voting shares of the equity capital.
Minutes Yes: 1,312,649 (100%) Abstained: 0 (0%) No: 0 (0%) Having been provided with the above information, the General Meeting has adopted the Resolution No. 14/2017 (04.27.) The General Meeting approves the work of Béla Zsolt Tóth, member of the Board of Directors, performed in 2016 and grants waiver to him under paragraph (1) of Article 3:117 of Act V of 2013 on the Civil Code. Agenda Item No. 5 Removal or election of executive officers and other officers (Supervisory Board, Audit Committee, Board of Directors) and fixing their remuneration No proposal was received with respect to this agenda item. Agenda Item No. 6 Amendment of the Statutes and approval of the Statutes incorporating amendments The Company's effective Articles of Association (adopted on 29 April 2016) have been amended several times since their adoption by the General Meeting in 2004, so their current text is inconsistent while some of their provisions have been superseded by current regulations. In view of the above, it is recommended to update the Articles of Association to the text attached to the proposal. The amendments go in two directions: first, they contain text corrections and secondly it ensures compatibility with current regulations. The Articles of Association include quotations from outdated legislation in many places, therefore the words Company/business entity/limited company were used inconsistently (this was unified to "Company"), the name of the Supervisory Board was also mentioned in various ways (it has been unified to Supervisory Board" in accordance with the currently effective Civil Code), furthermore, the term 'financial report pursuant to the Accounting Act' was replaced by 'annual report' as the Company switches to IAS-IFRS reporting. Summary of amendments other than stylistic corrections: - deletion of Sections 2.4 and 2.5 if they are unnecessary and do not contain any substantial provision; - addition to Section 4.6 of the shareholders' obligations pursuant to the Civil Code; - amendment of Section 5.2.1 concerning the determination of the dividend to ensure consistency of the text; - amendment of Section 5.2.3 concerning the right to dividend payment and the identification of the shareholders in order to ensure compliance with the regulations of KELER Ltd.; - amendment of Section 5.3.1 concerning shareholders' right to attend the General Meeting and 9 the identification of the shareholders in order to ensure compliance with the Civil Code and the regulations of KELER Ltd.;
Minutes - amendment of Section 5.3.4 in order to ensure compliance with the Civil Code; - clarification of the section concerning the exercise of minority rights and in order to ensure compliance with the Civil Code; - consolidation of Sections 5.5.3-5.5.5 as they belong together; the sentence unnecessarily referring to the Court of Registration is deleted; - clarification of Section 5.5.6. (new 5.5.4.) with reference to the exercise of minority rights in order to ensure compliance with the Civil Code; - text corrections under Article 6 in order to ensure compliance with the Civil Code; - text corrections under Article 7 in order to ensure compliance with the Civil Code; - amendment of Section 8.1 d) in order to ensure compliance with the Civil Code; - under Section 8.4, the Board of Directors is authorised to increase the share capital for a maximum period of five years pursuant to the Civil Code (for the period between 28 April 2017 day and 31 March 2022), with unchanged conditions applicable to share capital increase, including a correction to make the text unambiguous as the previous authorisation of the Board of Directors expired on 31 December 2016; - text corrections under Article 9 and addition of a new Section 9.5 in order to ensure compliance with the Civil Code; - addition to Section 10.2 with reference to the voting proportion required for the amendment of the Articles of Association pursuant to the Civil Code; - addition to Section 10.3 concerning the way in which shareholders' consent may be given, which is to be regulated in the Articles of Association pursuant to the Civil Code; - clarification of Section 10.6.1 in order to ensure compliance with the Civil Code; - amendment of Section 10.6.4 in order to ensure compliance with the Civil Code (restriction on shareholders' proxies); - clarification of Section 10.6.8 in order to ensure compliance with the Civil Code; - clarification of Section 10.6.10 concerning the identification of shareholders excluded from voting in order to ensure compliance with the Civil Code; - addition to Section 10.7.3 concerning the minutes in order to ensure compliance with the Civil Code; - Section 11.3: adoption of the provision of the Civil Code concerning the limitation of the management's right of representation, in order to ensure compliance; - amendment to Section 11.9. and 14.10 concerning the practical procedure of the resignation of the members of the Board of Directors and the Supervisory Board; - amendment to Sections 11.10.2.-11.10.3. concerning the responsibilities of the Board of Directors in case of acquisition of treasury shares, in order to ensure compliance with the Civil Code; - amendment to Section 11.13 authorising the Chief Executive Officer exercise the employer's rights; - clarification of Section 11.19 in order to make the calculation of procedural deadlines unambiguous; - moving the provisions concerning the signing for the company from its previous place under Article 15 to Article 12 where it belongs systematically (the text remains unchanged); - text corrections under Article 14 concerning the Supervisory Board and the Audit Committee; - amendment of Section 14.22.1 in order to ensure compliance with the Civil Code; - amendment of Section 18.4.6 deleting the provision concerning the Court of Registration. In addition to the above text corrections, it is also necessary to authorise the Board of Directors to decide on increasing the share capital. Pursuant to Sub-section (1) of Section 3:294 of the Civil Code, the General Meeting may authorise the Board of Directors to increase the share capital. In such 10 authorisation an upper limit shall be defined to which the Board of Directors is entitled to raise the
Minutes company's share capital together with a period of up to five years during which the capital increase is to be effected. The previous authorisation expired on 31 December 2016, thus it is proposed for the General Meeting to empower the Board of Directors to make a decision on and implement an increase of the Company's share capital within the period between 28 April 2017 and 31 December 2022 issuing new shares through private placement with the restriction that the amount of share capital increase in one calendar year may not exceed 25% of the actual share capital and the issue price may not be lower than 90% of the actual stock market price. In case of setting any issue price that is lower than that, the increase of the share capital shall fall within the exclusive competence of the general meeting. This amendment is recorded under Section 8.4 of the draft Articles of Association. The draft amended and restated Articles of Association was disclosed to the shareholders as a motion for the agenda. With respect to the amendment of the Articles of Association, the General Meeting proceeds in its competence provided in Section 10.1.a) of the same. With respect to this Agenda Item No. 6, the General Meeting has adopted the the share capital. Resolution No. 15/2017 (04.27.) The General Meeting empowers the Board of Directors to make a decision on and implement an increase of the Company's share capital within the period between 28 April 2017 and 31 December 2022 issuing new shares through private placement with the restriction that the amount of share capital increase in one calendar year may not exceed 25% of the actual share capital and the issue price may not be lower than 90% of the actual stock market price. 11
Minutes The General Meeting shall bring a separate resolution on the appropriate amendment to the Articles of Association. the share capital. Resolution No. 16/2017 (04.27.) The General Meeting adopts the amended and restated Articles of Association of 4iG Plc with no modification with effect from. Agenda Item No. 7 Decision on the dividend policy Chairperson Dr. Gábor Felső informs the General Meeting that after the publication of the Invitation to the General Meeting, shareholders Kaptár Ltd. (6.50% of votes with respect to the total number of shares) and István Fehér (15.34% of votes with respect to the total number of shares) submitted a proposal for discussion before the statutory deadline, on the basis of which the Company should determine its mid-term dividend policy. Shareholder István Fehér reads out the motion which was published on the Company's website and according to which shareholders Kaptár Ltd. and István Fehér propose for the General Meeting to establish a mid-term, three-year dividend policy for 4iG Plc. With respect to this Agenda Item No. 7, the General Meeting has adopted the following Resolution: the share capital. Resolution No. 17/2017 (04.27.) The General Meeting determines the Company's mid-term (three-year) dividend policy as follows. 12
Minutes If the Company's financial position permits and the EBITDA, after-tax profit and retained earnings for the previous fiscal years provide sufficient coverage and the statutory conditions for dividend payment are met, then the Company shall pay a dividend of at least HUF 100.00 per common share to the shareholders every year, provided that the Company's objective is to increase this dividend during this period [a per-share dividend of HUF 100-150 for the financial year 2017, HUF 150-200 for the financial year 2018, and HUF 200-250 for the financial year 2019]. Agenda Item No. 8 Miscellaneous Extraordinary Information on transactions with treasury shares Chairperson Dr. Gábor Felső informs the General Meeting that since the last General Meeting (held on 19 July 2016) the Board of Directors has decided to buy treasury shares on two occasions exercising its authorisation given by the General Meeting also provided for in the Articles of Association, as follows: Based on resolution 9/2016. (06.09.) of the Board of Directors, 40,556 pieces of series "A" dematerialised common share were purchased by the Company in order to meet its acquisition target at a sales auction announced by EQUILOR Investment Ltd. for 30 June 2016, at the purchase price of HUF 2030 per share (HUF 82,328,680 in total); and the relevant extraordinary notice has been available on the Company's website since 30 June 2016; and further Based on resolution 1/2016. (07.07.) of the Board of Directors, 5,394 pieces of series "A" dematerialised common share were purchased by the Company on 7 July 2016 in order to meet its acquisition target on the stock exchange in cooperation with EQUILOR Investment Ltd. at the purchase price of HUF 2201 per share (HUF 11,872,194 in total); and the relevant extraordinary notice has been available on the Company's website since 7 July 2016. The Company has no treasury shares other than the shares acquired in these two transactions, therefore the total number of treasury shares is 45,950 pieces (with a total nominal value of HUF 45,950,000.00), which represent 2.44% of the Company's share capital based on the nominal value of the shares. Based on this Notice, the General Meeting has adopted the following Resolution: Valid votes were cast for 1,381,893 shares amounting to 75.35% of the voting shares of the share capital. Yes: 1,381,893 (100%) Abstained: 0 (0%) Against: 0 (0%) Having been provided with the above information, the General Meeting has adopted the 13
Minutes Resolution No. 18/2017 (04.27.) The General Meeting has heard the briefing of the Board of Directors concerning the transactions aimed at acquiring the Company's treasury shares and approved the briefing. Off-the agenda Other Information Chairperson Dr. Gábor Felső informs the General Meeting that the management has continued negotiating to identify and realise acquisition opportunities as well as to develop its business partnership. After adopting each General Meeting resolution, the number of shares as regards 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". Dr. Gábor Felső Chairperson Chairperson of the Board of Directors Tamás Kornél Koppány shareholder authenticating the minutes dr. Szabolcs Kéringer keeper of the minutes 14