Resolutions of the 2006 Annual General Meeting of Állami Nyomda Plc.
Állami Nyomda Plc. kindly advises all the stakeholders about having the Annual General Meeting hold on 30 March, 2006, on which the following resolutions were accepted:
1/2006. (30 March) Annual 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, István Váczi and Viktor Zsiday 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:
755,289 yes, 0 no, 0 abstention.)
2/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders accepted the report of the Board of Directors on the Company’s reports under the Accounting Act for the 2005 business year.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
3/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders accepted the proposal of the Board of Directors for determination of the profit for the 2005 business year.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
4/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders accepted the relevant report of the Supervisory Board on the Company’s reports under the Accounting Act and on the determination of the profit for the 2005 business year.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
5/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders accepted the relevant report of the Auditor of the Company on the Company’s reports under the Accounting Act and on the determination of the profit for the 2005 business year.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
6/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders approved the balance sheet of the Company with assets vs. equity and liabilities of HUF 6,501,689 thousand, profit after tax of HUF 948,157 thousand, net profit of HUF 948,157 thousand, and approved the consolidated balance sheet of the Company with assets vs. equity and liabilities of HUF 6,938,904 thousand, profit after tax of HUF 868,210 thousand, net profit of HUF 859,386 thousand, with the amendment that after paying HUF 3,140 thousand dividend on the dividend preferential employee shares series “B” and “C”, HUF 757,667 thousand dividend will be paid together to the shareholders from the profit after tax, the remaining part of the profit after tax will be part of the accumulated profit reserve. In results of the above mentioned events the net profit of the Company will be HUF 190,490 thousands. The date of paying dividend is 16 May 2006.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
7/2006. (30 March) Annual General Meeting Resolution
The AGM of the Shareholders reelected Deloitte Kft. as the Auditor of the Company for three years, for the period between 30 March, 2006 and 30 March, 2009, and approved the election of Tamás Horváth as natural person within the auditor company.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
8/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders elected Mr. Péter Heim as member of the Board of Directors effective as at today till the end of the mandate of the other members of the Board, 31 May 2009.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
9/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders did not modify the remuneration of the members of the Board of Directors and the Supervisory Board, the annual fee of the auditor for the year 2006 is HUF 4.4 million.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
10/2006. (30 March) Annual General Meeting Resolution
In order to provide a sufficient number of shares for the Company’s planned employee and management stock option plan and create a possibility for quick intervention in the event of share price volatility, the General Meeting authorizes the Company’s Board of Directors to buy on the Budapest Stock Exchange, under the terms and conditions set forth in applicable law, Series “A” registered ordinary shares issued by Állami Nyomda Plc. with a par value of HUF 980 each up to an amount that equals 8% of the Company’s subscribed capital (that is, 118,357 shares).The price applicable to each such purchase may not be lower than the par value of the shares, and may not be higher than 120% of the average price on the Budapest Stock Exchange on the week preceding the stock exchange transaction.
Furthermore, the General Meeting authorizes the Company’s Board of Directors to buy, acquire Series “B” and/or “C” employee preference shares issued by Állami Nyomda Plc. with a par value of HUF 980 each up to an amount that equals 2% of the Company’s subscribed capital (that is, 29,589 shares) by exercising the purchase option granted to the Company under the Company’s Statutes. When exercising its purchase option, the Company may buy employee preference shares at a price not higher than the market value, but not lower than the par value of such shares.
The term “market value” is defined to mean the price per employee share determined in any transaction entered into in the three months preceding the exercise of the purchase option where employee shares representing at least 5% of the total employee shares issued by the Company are sold. If no such sale has taken place, the Company may exercise its purchase option at the par value of the employee shares.
Pursuant to this authorization the Board of Directors may buy shares and exercise its purchase option by 30 September 2007.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
11/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders based on the amendments to Act CXX of 2001 modified the Statutes of the Company paragraph: 9.6.1., 9.6.2., 9.7.2., 9.7.4., 9.7.5., 9.7.6., 9.7.7. and 9.7.14. The regulations altered will come into effect on 20 May, 2006.
The AGM of Shareholders accepted the Statutes of the Company with the amendments edited in a consequent structure.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
12/2006. (30 March) Annual General Meeting Resolution
The AGM of Shareholders modified the Statutes of the Company paragraph 1.2 effective as at today. The names of the Company in foreign languages are State Printing House Public Limited Company by Shares in English and Staatsdruckerei Offene Aktiengesellschaft in German. With the amendment of paragraph 1.4. effective as today the foreign short names of the Company are State Printing House PLC in English and Staatsdruckerei AG in German.
(The Annual General Meeting accepted the resolution with the following votes:
755,289 yes, 0 no, 0 abstention.)
Budapest, 31 March, 2006.
State Printing House PLC