Notice is hereby given to the shareholders of Állami Nyomda Plc. (1102 Budapest, Halom u. 5.) (the “Company”) that the Company’s Annual General Meeting will be held at the Pataky István Művelődési Központ (1105 Budapest, Szent István tér 7-14.) on 30 March 2006 at 2.00 p.m.
Agenda of the General Meeting:
1. Report of the Board of Directors on the Company’s reports under the Accounting Act for the 2005 business year (balance sheet, profit & loss account, notes to the accounts and business report, hereinafter jointly referred to as “reports under the Accounting Act”)
2. Proposal of the Board of Directors for the use of net earnings
3. Report of the Supervisory Board on the Company’s reports under the Accounting Act for the 2005 business year and the proposal for the use of net earnings
4. Report of the Auditor on the Company’s reports under the Accounting Act for the 2005 business year and the proposal for the use of net earnings
5. Approval of the Company’s reports under the Accounting Act for the 2005 business year, including a decision on the use of net earnings
6. Dismissal, election and reelection of corporate officers
7. Decision on the remuneration of the members of the Board of Directors and the Supervisory Board, and the Auditor
8. Authorization of the Board of Directors for the acquisition of the Company’s treasury shares
9. Amendment to the Company’s Statutes in accordance with the amendment to Act CXX of 2001 on the Capital Market
Conditions for attending the General Meeting and exercising voting rights
Shareholders may exercise their rights at the General Meeting in person or by nominee.
a) Shareholders who wish to attend in person need to present an identity card as proof of identity, and a certificate of ownership issued by their securities account provider as proof of their shareholder status. Shareholders who are entered in the share register but fail to present a certificate of ownership may attend the General Meeting but may not vote or make proposals.
b) Shareholders who wish to vote by nominee must sign a power of attorney in the form of a notarized document or a private document of full probative value. The power of attorney must be delivered to the representative of the Board of Directors prior to the start of the General Meeting. With regard to the certificate of ownership, the provisions of subsection a) above will apply.
c) Shareholders may be represented by their securities account provider entered into the share register, who will act as nominee pursuant to Act CXX of 2001 on the Capital Market.
It will be a prerequisite for voting rights to be exercised that the shareholder or their nominee be entered into the share register not later than six (6) business days before the date of the General Meeting (that is, not later than 22 March 2006). Securities account providers, acting on the order of shareholders, must arrange for shareholders to be entered into the share register. Securities account providers will inform shareholders as to the deadline for the execution of orders for entry into the share register. The Company may not be held liable for the execution of orders placed with securities account providers or the consequences of any failure or omission on the part of securities account providers.
Shareholders should be aware that registration will be from 12 noon to 1.45 p.m. on the date of the General Meeting. The Company may not be held liable if a shareholder (nominee) cannot attend the General Meeting in its entirety because they register after the registration period specified above.
In the event that the General Meeting does not have a quorum, the Board of Directors will reconvene the General Meeting, with the original agenda, at the venue specified above, on 30 March 2006, at 3.00 p.m. The reconvened General Meeting will be deemed to have a quorum regardless of the number or votes of the attending shareholders, under the terms and conditions set out above.
The recommended resolutions and proposals related to the various agenda items will be available on the Company’s website (www.allaminyomda.hu) and that of the Budapest Stock Exchange from 14 March 2006.
The Board of Directors of Állami Nyomda Plc.