Invitation to the ordinary general meeting of 4iG Plc.
4iG Public Limited Company (registered seat: 8 Montevideo Street, Budapest, HU-1037; „Company”) respectfully informs the honorable Shareholders that the Ordinary General Meeting of the Company has been convened at a venue other than the registered seat of the Company (The Aquincum Hotel Budapest Hadrianus Hall, 94 Árpád Fejedelem útja Budapest, HU-1036) and will be held at 10:00 am on 28th April 2023.
Date of the General Meeting: 28th April 2023, 10:00 AM.
Place of the General Meeting: The Aquincum Hotel Budapest Hadrianus Hall, 94 Árpád Fejedelem útja Budapest, HU-1036
Mode of holding the General Meeting: via holding a meeting
Presence: Personally, or via Nominee / Proxy
Pursuant to Section 3:272 (1) of the Civil Code, the Company hereby publishes the invitation to the General Meeting at least thirty days before the starting date of the General Meeting.
The Company draws the attention of its honorable Shareholders to the fact that Pope Francis is going to visit Budapest on 28th April 2023, which will result in closures in the city. The Company kindly asks the Shareholders to expect increased travel time on the day of the General Meeting.
The Agenda Items of the General Meeting:
1. Decision on the amendment of the Articles of Association of the Company (the amended and consolidated version of articles of association)
2. Decision on the Company’s annual accounts, balance sheets and income statements for the business year 2022 subject to the following subpoints:
(i) Decision on the adoption of the individual annual account, balance sheet and income statement (Individual Financial Statements compiled in line with IFRS) for the business year 2022;
(ii) Decision on the adoption of the report of the Board of Director of the Company’s business activity for the business year 2022 in connection with the individual account (Individual Financial Statements compiled in line with IFRS), which also contains the report of the Board of Directors on the management, the financial position and business policy of the Company;
(iii) Decision on the use of the profit after tax for the business year 2022, as well as the payment of dividends;
(iv) Decision on the adoption of the consolidated annual account, balance sheet and income statement (Consolidated Financial Statement) for the business year 2022;
(v) Decision on the adoption of the management report of the Company’s business activity for the business year 2022 in connection with the consolidated account (Consolidated Financial Statement);
(vi) Decision on the adoption of Auditor’s report of examination of the annual accounts (individual and consolidated) for the business year 2022, and description of the verification clause;
(vii) Decision on the adoption of Audit Committee’s report of the annual accounts (individual and consolidated) for the business year 2022;
(viii) Decision on the adoption of Supervisory Board’s report of the annual accounts (individual and consolidated) for the business year 2022
3. Decision on the Corporate Governance Report and Statement for 2022
4. Decision on the evaluation concerning the work of executive officers, officers during the previous business year, and on the issuing hold-harmless warrant for them
5. Decision on the election of the Company's auditor and on its remuneration
6. Decision on the election of the members of the Supervisory Board and the determination of their remuneration regarding the changing of the members of the Supervisory Board
7. Decision on the election of the member of the Audit Committee and the determination of his/her remuneration regarding the changing of the members of the Audit Committee
8. Decision on the approval of the consolidated text of the Rules of Procedure of the Supervisory Board with amendments
9. Opinion vote on the remuneration policy of the Company and the remuneration report for the business year 2022
10. Decision on the authorization of the Board of Directors of the Company for a period of eighteen (18) monthsstarting from 1st of October 2023 – in view of the authorization granted by Resolution of the General Meeting No. 6/2022 (III.31.), which expires on 30th of September 2023 – to acquire treasury shares by the Company not exceeding twenty-five percent (25%) of the share capital of the Company at all times , as well as decision to make any related decisions which otherwise fall within the competence of the general meeting
General Meeting shall be held by the personal participation of the shareholders
(or their representatives), the
proxy authorization shall be entered in a public document or in a private document of complete
probative value. In order to facilitate the administration of participation in
the General Meeting in person or through a representative, please register in
advance at the e-mail address legal (@) 4ig.hu with your intention to
participate and, in case of representation, by sending a copy of the document
certifying the right of representation no later than 15:00 on 25th April
2023.Electronic pre-registration constitutes express consent to the
processing of data, provided that the purpose of the processing of personal
data is to prepare for the pre-registration of the General Meeting.The
processing of the data lasts until the preparation of the attendance form of
the General Meeting, after which all personal data will be deleted.
If any document submitted as proof of the authorization or the power of representation is not issued in Hungary, the formality of the document must comply with the legislation on the authentication or reauthentication of documents issued abroad. Accordingly, in the absence of a bilateral international agreement to the contrary, (i) diplomatic authentication or certification of the document, or (ii) if the country is party to the relevant international agreement, apostille certification is required. Pursuant to Section 44(7) of Act LXXVIII of 2017 on the Professional Activities of Lawyers, a document countersigned by a lawyer subject to this Act but signed by the parties abroad does not require diplomatic authentication or certification or an Apostille certificate to be fully authentic. Detailed information on the relevant rules is available from the Hungarian diplomatic missions abroad. If the document is not in Hungarian or English, a certified translation of the document in Hungarian is also required.
Registration is also possible at the place of the General Meeting from 09:00. On the day of the General Meeting both in the case of electronic pre-registration and in the case of registration at the place of the General Meeting, the identity of the shareholders, their legal representatives or their proxies must be verified by presenting their identity card and their entitlement of representation must be verified by presenting a certificate of incorporation or other documents attesting the valid data and the representatives of the shareholder company or organization and a specimen signature / signature template or equivalent document and by passing their proxy authorization.
Provided that the conditions for participation at the General Meeting and for exercising voting rights are met, at the venue of the General Meeting the shareholder or his/her proxy – having provided proof of his/her identity and signed the attendance sheet – may request a voting device, which entitles him/her to vote and participate in the General Meeting taking into account the following. Until the voting on agenda item No. 1 has been successfully completed, the honorable Shareholders will vote with a ballot according to Article 10.7.12. of the Articles of Association, and thereafter with a voting device. Any given shareholder (including a shareholder represented by a shareholder’s proxy) is only entitled to use a single ballot and voting device (book of voting slips). Each of the ordinary shares entitles the shareholder to vote, and the extent of voting right is equal regarding all shares. Each of the ordinary shares provides one (1) vote, thus one (1) vote can be casted based on a face value of HUF 20. - of each share. The shareholders shall not exercise their voting rights until they have paid the due in-kind contribution.
With regards the participation of the shareholder or the nominee at the General Meeting the registration in the share register shall be valid on the second (2nd) working day prior to the starting day of the General Meeting the latest (irrespective of whether any transactions of the shareholder was performed following this said day) and, however the identification procedure related to the general meeting shall be realized on the day in line with the effective relevant rulesof KELER Központi Értéktár Zártkörűen Működő Részvénytársaság; with respect to this General Meeting, the sheet date of the shareholder identification is the 21st April 2023. Shareholders – representing at least 1 % (percentage) of the votes which can be cast – may request in writing– with its cause indicated – the Board of Directors to include an issue in the Agenda of the General Meeting and have the opportunity to submit proposals on resolutions regarding the Agenda or an Agenda Item. Shareholders are entitled to exercise these rights within 8 (eight) days following the publication of the present invitation.
The General Meeting has a quorum, if the shareholders representing more than half of the voting rights attaching to the voting shares are present. When determining the quorum of the General Meeting, own shares shall not be taken into consideration.
In case the General Meeting will fail to have a quorum, the reconvened General Meeting will be held on 28th April 2023 at 11:00 AM, at the same place with the same agenda items. The scope of the proxy authorization applies also to the General Meeting reconvened based on the adjourned General Meeting and applies also to the General Meeting reconvened based on failing to have a quorum. The reconvened General Meeting will have a quorum concerning the original agenda items regardless the number of the Shareholders at present.
The written submissions of the General Meeting will be available not later than the 07th April 2023 on the website of the Company (www.4ig.hu/home), on the website of the Budapest Stock Exchange (www.bse.hu) and on the official online information system operated by the National Bank of Hungary (https://kozzetetelek.mnb.hu/en/kezdooldal) and can be viewed at the Company’s registered seat (8 Montevideo Street, Budapest, HU-1037) from 9 AM to 4 PM on working days, and at the place of the General Meeting from the date of registration.
29th March 2023, Budapest
4iG Plc. Board of Directors