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.

Agenda of the General Meeting

1.	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;

2.	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;

3.	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;

4.	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;

5.	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;

6.	Approval of the Corporate Governance and Management Report

7.	Discharging the members of the Board of Directors from liability;

8.	Amendment of the Articles of Association

9.	Election of member(s) of the Board of Directors;

10.	Election of members of the Supervisory Board and the Audit Committee;

11.	Remuneration of the members of the Board of Directors, the Supervisory Board and the Audit Committee;

12.	Advisory vote on the Remuneration Policy pursuant to Act no LXVII of 2019;

13.	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.