Resolutions of the 15th December 2008 Extraordinary General Meeting of State Printing House Plc

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Resolutions of the 15th December 2008 Extraordinary General Meeting of State Printing House Plc

Resolutions of the 15th December 2008 Extraordinary General Meeting of State Printing House Plc

State Printing House Plc. kindly advises all the stakeholders about having Extraordinary General Meeting hold on 15 December 2008, on which the following resolutions were accepted:

1/2008. (12 December) Extraordinary General Meeting Resolution
The Annual General Meeting elected Dr. Ákos Erdős as the Chairman of the Annual General Meeting in accordance with the Statutes paragraph 10.8, György Vajda as court reporter, Erzsébet Rupp and András Loncsák as attestors of the minutes, László Balla and Balázs Pfalzgráf as the members of the poll committee.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

2/2008. (12 December) Extraordinary General Meeting Resolution
The General Meeting modifies section 9.4 of the Statutes of State Printing House Plc as follows:

9.4 Acquisition of treasury shares
The Company shall not be entitled to subscribe for (receive) shares of their own issue (hereinafter: the treasury shares).
Unless otherwise prescribed by law, the Company may acquire its treasury shares if the Board of Directors is so authorized by a resolution of the General Meeting adopted by a simple majority vote. The resolution of the General Meeting shall specify the purpose for obtaining the treasury shares and the terms and conditions under which they are to be acquired, it shall expressly specify the type (class) of shares to which the authorization pertains and any limitations as to the number of shares or the percentage of the share capital to be covered by such shares, the duration of the authorization, which is not to exceed eighteen months from the date on which the General Meeting adopts the resolution, and the minimum and maximum price to be paid for a share if the shares are to be acquired for consideration.
The Company may only acquire those shares for which a shareholder has paid the nominal value or issue price in full and if the same shareholder has provided his contribution in kind to the Company.
Treasury shares may not be acquired if the Company is not authorized to distribute dividends. The annual report and the interim balance sheet may be taken into consideration for allocating funds for covering the acquisition of treasury shares within the six-month period following the balance sheet date.
A public company limited by shares attempting to acquire its treasury shares by ways other than via the stock exchange must make a public purchase offer.
The prior authorization of the General Meeting is not required for the acquisition of treasury shares if it is necessary to prevent an imminent injury to which the Company is directly exposed or if it takes place in the frame of litigant or non-litigant judicial proceedings which are aimed at settling a claim entitled to the Company. In such case, the Board of Directors shall present at the next General Meeting, the reasons for which the treasury shares had to be acquired, the quantity and aggregate nominal value of the shares, the percentage they represent in the Company’s share capital and also the price paid for the shares.
A public company limited by shares attempting to alienate their treasury shares through means other than the stock exchange must make a public selling offer. No public selling offer is required if the Company intends to alienate its treasury shares as part of a program to provide shares to employees and executive officers.
Treasury shares acquired by the Company shall not grant voting rights and shall not count for the purposes of a quorum or in connection with pre-emptive subscription rights. Any dividend that is payable on the Company’s treasury shares shall be taken into account the same way as pertaining to the shareholders with respect to the dividends payable on their shares.
The provisions on the acquisition of treasury shares shall apply in cases where the shares of a Company are acquired by a domestic or foreign company limited by shares or limited liability company in which the Company controls – directly or indirectly – over fifty per cent of the voting rights or in which it has a dominant influence.

(The Annual General Meeting accepted the resolution with the following votes:
7,833,545 yes, 964,400 no, 0 abstention.)

3/2008. (12 December) Extraordinary General Meeting Resolution
The General Meeting overrules its 13/2008.(28 April) resolution and authorises the Board of Directors of the Company to buy Series ‘A’ registered ordinary shares with a par value of HUF 98 issued by State Printing House Plc up to maximum 20% of the Company’s share capital (2,958,930 pieces) at the Budapest Stock Exchange in accordance with the applicable law and regulations in order to cover the planned employee and management share option programme of the Company and the to ensure the possibility of a prompt intervention in case of share price fluctuation. The share price of the share acquisitions must be at most the 120% of the average stock exchange closing price fixed at the stock exchange in the week preceding the stock exchange transaction. By the present authorisation, the Board of Directors may exercise the right of share acquisition until 15 June 2010.

(The Annual General Meeting accepted the resolution with the following votes:
7,833,545 yes, 964,400 no, 0 abstention.)

4/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. Mihály Arnold (whose mother’s name is: Magdolna Mikics, and resident at: 1148 Budapest, Lengyel utca 34.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

5/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. György Gyergyák (whose mother’s name is: Eszter Budai, and resident at: 1121 Budapest, Irhás árok 79.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,365,545 yes, 0 no, 432,400 abstention.)

6/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. Gábor Zsámboki (whose mother’s name is: Mária Német, and resident at: 1028 Budapest, Csokonai utca 22.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

7/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. Péter Heim (whose mother’s name is: Magdolna Gombás, and resident at: 2089 Telki, Anna-laki utca 43.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

8/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. Tamás Doffek (whose mother’s name is: Ágnes Kellner, and resident at: 1016 Budapest, Piroska utca 6. ground floor 2.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

9/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. Ákos Erdős (whose mother’s name is: Klára Békés, and resident at: 1055 Budapest, Balassi Bálint utca 9. first floor 4.) as the member of the Board of Directors effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

10/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. Tamás Sárközy (whose mother’s name is: Vilma Marencsitch, and resident at: 1112 Budapest, Cseresznye köz 38.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

11/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. Imre Repa (whose mother’s name is: dr. Katalin Zsuzsanna Károly, and resident at: 1013 Budapest, Attila út 27. second floor 7.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

12/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Ms. dr. Istvánné Gömöri (whose mother’s name is: Ibolya Weinberger, and resident at: 1075 Budapest, Madách tér 5. fourth floor 2.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

13/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. Ferenc Berkesi (whose mother’s name is: Magdolna Visi, and resident at: 2030 Érd, Eperfa utca 12.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

14/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. István Stumpf (whose mother’s name is: Mária Stumpf, and resident at: 1025 Budapest, Szikla utca 32/c.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

15/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. György Vajda (whose mother’s name is: Jolán Somogyi, and resident at: 1212 Budapest, Csepeli Mátyás utca 21.) as the member of the Supervisory Board effective from 31st May 2009 till 31st May 2014.

(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

16/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. Imre Repa (whose mother’s name is: dr. Katalin Zsuzsanna Károly, and resident at: 1013 Budapest, Attila út 27. second floor 7.) as the member of the Audit Committee effective from 31st May 2009 till 31st May 2014.
(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

17/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Mr. dr. Tamás Sárközy (whose mother’s name is: Vilma Marencsitch, and resident at: 1112 Budapest, Cseresznye köz 38.) as the member of the Audit Committee effective from 31st May 2009 till 31st May 2014.
(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

18/2008. (12 December) Extraordinary General Meeting Resolution
The Extraordinary General Meeting of Shareholders elected Ms. dr. Istvánné Gömöri (whose mother’s name is: Ibolya Weinberger, and resident at: 1075 Budapest, Madách tér 5. fourth floor 2.) as the member of the Audit Committee effective from 31st May 2009 till 31st May 2014.
(The Annual General Meeting accepted the resolution with the following votes:
8,797,945 yes, 0 no, 0 abstention.)

State Printing House Plc

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2008-12-15T00:00:00+00:00