Shareholder Rights & Information

WABERER’S INTERNATIONAL Nyrt.

SUMMARY ON PROVISIONS OF CONDUCTING A GENERAL MEETING, VOTING RIGHTS OF SHAREHOLDERS, ESTABLISHING THE ELIGIBLE PERSONS IN CASE OF CORPORATE EVENTS

The supreme body of the Company is the General Meeting. Shareholders are entitled to exercise their rights at the General Meeting in person or through a proxy.

The invitation to the General Meeting shall be published on the website of the Company (www.waberers.com), on the website of the Budapest Stock Exchange (www.bet.hu), and also on the official website for publications of Magyar Nemzeti Bank (www.kozzetetelek.hu) thirty days prior to the date of the General Meeting. The invitation shall include the corporate name and registered seat of the Company, the date and venue of the General Meeting, the method of holding the General Meeting, the proposed items of the agenda, the provisions of the Articles of Association regarding the exercising of voting rights, the date and venue of the reconvened General Meeting and the rules applicable to quorum, if the original General Meeting has no quorum, the conditions of exercising the right to make additions to the agenda and the place where draft resolutions and the originals of complete documents to be submitted to the General Meeting are available.

If an extraordinary General Meeting is convened in consequence of the shareholders’ opinion relating to a public takeover offer for the shares of the Company or at the request of the person having obtained a qualifying holding upon the successful conclusion of the public takeover offer, the General Meeting shall be convened at least fifteen days in advance.

The Board of Directors shall publish on the website of the Company at least twenty-one days prior to the General Meeting, the following information:

  1. the total number of shares and voting rights at the date of the convocation, including separate totals for each class of shares;

  2. the proposals relating to the items on the agenda and the related reports of the Supervisory Board and the draft resolutions (including the proposal on the annual financial statement and the report of the Supervisory Board)

  3. forms to be used for voting through a representative if those have not been directly sent to the shareholders.


Public general meeting materials are to be sent by way of electronic means to the shareholders who specifically requested it at the time of publication of such general meeting materials.

Each shareholder shall be entitled participate in, request information and make comments and proposals, as well as to vote at the General Meeting, if it holds shares with voting rights. Shareholders may exercise their voting rights, only if they have performed their capital contribution.

Shareholders may also exercise their shareholder rights through authorized proxy. Shareholders may not be represented by a member of the Board of Directors, a member of the Supervisory Board or the auditor. If a shareholder is represented by several proxies and such proxies vote or make statements differently, all votes cast or statements made thereby shall be deemed null and void. The authorization for representation shall be prepared in the form of a notarial deed or a private deed of full evidentiary force. Shareholders may appoint nominees to exercise their rights vis-à-vis the Company, and upon being registered in the register of shareholders, such nominee shall exercise shareholder rights vis-à-vis the Company in his own name and for the benefit of the shareholder.

Only those shareholders or shareholder proxies may attend the General Meeting who were entered into the register of shareholders by no later than on the second business day preceding the date of the General Meeting based on the shareholder identification in accordance with KELER’s than applicable General Business Conditions. Each share having a nominal value of EUR 0.35 shall carry one vote. Each shareholder must cast all of his votes in the same way. Conditions and method of exercising of the voting rights are further detailed in the Articles of Association.

The General Meeting shall have a quorum if it was convened in accordance with the relevant rules and regulations, and if the Shareholders representing more than 40% of the registered capital of the Company are present. If the General Meeting fails to have a quorum within one (1) hour from the time designated for commencement thereof, the Chairman of the General Meeting shall announce the date of the reconvened General Meeting as set out in the invitation to the General Meeting. The reconvened General Meeting may be called for a date following the date of the original General Meeting by not less than at least ten (10) days and not more than twenty-one (21) days. The reconvened General Meeting may be held at the same venue, or any other venue specified in the invitation to the General Meeting. The reconvened General Meeting shall have a quorum for the issues of the original agenda irrespective of the voting rights represented by those present.

The General Meeting adopts its resolutions by a simple majority of the votes considered upon the establishment of a quorum, except for the matters indicated by the Articles of Association. Tasks and competence of the General Meeting are detailed in the Articles of Association.

hareholders shall be entitled to receive a share from the Company’s profit that is available and has been ordered for distribution by the General Meeting in the percentage consistent with the nominal value of their shares. Dividends shall be paid to the shareholders that are listed in the register of shareholders at the date of the shareholder identification relating to the dividend payment date announced by the Company. The date of the shareholder identification relating to the dividend payment date cannot be earlier than the fifth trading date following the general meeting resolving on the dividend payment. Dividends may be paid by means other than cash. Shareholders shall be entitled to receive dividends based on the capital contributions they have already paid up.

The Company shall pay dividend to the shareholders by way of bank transfer as of the date specified by the relevant resolution of the General Meeting. The dividend payment period shall commence on the date determined in the resolution of the General Meeting on the approval of the annual financial statement prepared in accordance with the Accounting Act and the utilization of after tax profit. However, at least ten business days shall expire between the date of the first publication of the communication containing the resolution of the General Meeting on the amount of dividend to be paid and the date of commencement of dividend payment and the date of commencement of the distribution of dividend.

 

 

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