Annual General Meeting - 2020
Notice
Magyar Telekom’s notice in
relation to the Annual General Meeting
The Board of Directors of the Company convened the
Annual General Meeting of the Company on March 6, 2020 for 11:00 am on April 8,
2020 (hereinafter: the “AGM”). The Company announced on March 17, 2020
that due to the situation caused by the coronavirus epidemic (Covid-19) the AGM
will not be held on its scheduled date.
The Company hereby announces that – based on Section 9
(2) of Government Decree no. 102/2020. (IV. 10.) (hereinafter: the “Decree”) – the Board
of Directors of the Company will decide in the matters set on the published
agenda of the AGM. The date of the meeting of the Board of Directors deciding in
the matters set on the agenda of the AGM is April 24, 2020 or - in case there
is no quorum – April 28, 2020.
The entitlement to exercise the shareholders’ rights
set out in Sections 9 (6) and (7) of the Decree shall be established by way of
the retroactive identification procedure ordered by the Company, the record
date of which shall be April 1, 2020, in accordance with the originally
published notice of the AGM.
The identification procedure shall be carried out based
on the data transferred by securities account managers to KELER Zrt.
Shareholders shall be informed by their securities account managers on the data
transfer, on prohibiting the registration in the Share Register and on
requesting their deletion from the Share Register. The Company shall not be
responsible for the consequences of any failure by any securities account
manager.
In accordance with the Decree, today the Company
publishes without changes the general meeting submissions adopted earlier by
the Board of Directors and the Supervisory Board, respectively, and at the same
time notifies the shareholders that – based on the Decree – the Board of
Directors may deviate from the published resolution proposals in its decisions
in the matters set on the published agenda of the AGM.
The Company will publish further information on the
resolutions adopted by the Board of Directors in the matters set on the agenda
of the AGM, as well as further regulated information related thereto. .
General Meeting
Magyar Telekom will not hold
its Annual General Meeting on April 8, 2020
Due to the situation caused by the coronavirus
epidemic (Covid-19), having regard to applicable laws (in particular Section 4
of Government Decree no. 46/2020 (III.16.)) and publicly available information,
the Company hereby announces that it sees no possibility to hold its AGM on
April 8, 2020.
This conclusion is fully in line with the Company’s commitment
to the highest standards of social responsibility. In the current situation the
Company’s primary concern is the health of its employees, shareholders,
officers, partners and customers.
The fact that the AGM will not be held on its
scheduled date will have an inevitable impact on the timing of the payout of
the dividend for the 2019 business year and the implementation of the share
buyback program initiated by the Board of Directors, as well as the timing of other
corporate governance decisions.
Notwithstanding
the foregoing, in line with the standards of utmost transparency, today the
Company will publish on its web site its audited 2019 Consolidated and Separate
Financial Statements, which the Board of Directors proposes for approval to the
General Meeting.
The Company will continue to monitor the future
improvement of circumstances concerning the epidemic and applicable laws, authority
decisions and communication; and it will inform its Shareholders in due course
regarding the new date, venue of and other information concerning the AGM.
Time and Venue of the General Meeting
Annual General Meeting - April 8, 2020
The Board of Directors of Magyar Telekom Telecommunications Public
Limited Company hereby notifies the Distinguished
Shareholders of the Company that it convenes its Annual General Meeting at 11.00
a.m. on April 8, 2020.
| Time: |
at 11:00 a.m. on April 8, 2020
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| Venue: |
The Headquarters of Magyar Telekom Puskás Tivadar conference hall
1097 Budapest, 9th district, Könyves Kálmán krt. 36.
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Agenda of the General Meeting
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1.
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Report of the Board of
Directors on the management of Magyar Telekom Plc., on the business operation,
on the business policy and on the financial situation of the Company and Magyar
Telekom Group in 2019;
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2.
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Approval of the 2019 Consolidated Financial Statements
of the Company prepared according to International Financial Reporting
Standards (IFRS); presentation of the relevant report of the Supervisory Board,
the Audit Committee and the Auditor;
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3.
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Approval of the 2019 Separate Financial Statements of
the Company prepared according to International Financial Reporting Standards
(IFRS); presentation of the relevant report of the Supervisory Board, the Audit
Committee and the Auditor;
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4.
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Proposal of the Board of Directors for the use of the profit
for the year earned in 2019; presentation of the relevant report of the
Supervisory Board, the Audit Committee and the Auditor; use of the profit for
the year earned in 2019;
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5.
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Information of the Board of Directors on the purchase
of treasury shares following the Annual General Meeting in 2019; authorization
of the Board of Directors to purchase ordinary Magyar Telekom shares;
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6.
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Approval of the Corporate Governance and Management Report
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7.
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Discharging the members of the Board of Directors from
liability;
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8.
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Amendment of the Articles of Association
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9.
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Election of member(s) of the Board of Directors;
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10.
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Election of members of the Supervisory Board and the
Audit Committee;
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11.
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Remuneration of the members
of the Board of Directors, the Supervisory Board and the Audit Committee;
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12.
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Advisory vote on the Remuneration Policy pursuant to
Act no LXVII of 2019;
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13.
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Election and determination of the remuneration of the
Company’s Statutory Auditor, and determination of the contents of the material
elements of the contract to be concluded with the Statutory Auditor.
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