AGM Information • Apr 18, 2024
AGM Information
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______________________________________________________________________________________
The annual general meeting of the shareholders of the Company, hereinafter referred to as the "Meeting", held at the registered office of the Company situated at 28, avenue Pasteur, L-2310 Luxembourg, is opened at 2:30 p.m. under the chairmanship of Mr. David VÁRSZEGI hereinafter referred to as the "Chairman".
The Meeting appoints Dr. Gábor MOCSKONYI as scrutineer, hereinafter referred to as the "Scrutineer", and Ms. Despoina Kiltsopoulou as secretary, hereinafter referred to as the "Secretary".
The Chairman, the Scrutineer and the Secretary are forming the bureau of the Meeting, hereinafter referred to as the "Bureau".
The Chairman declares and the Meeting agrees that:
consolidated financial statements as at December 31st , 2023 prepared in accordance with the ESEF requirements;
After having duly considered the items of the agenda, the Meeting adopts the following resolutions:
I. The Chairman presents the reports established by the Board of Directors of the Company concerning the statutory annual accounts and the consolidated financial statements as at December 31st , 2023.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
After having heard the presentation by the Chairman of the reports established by the Board of Directors of the Company concerning the statutory annual accounts and the consolidated financial statements as at December 31st , 2023, the reports have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
II. The Chairman submits the reports established by the auditors concerning the Company's statutory annual accounts drawn-up in accordance with Lux GAAP and the Company's consolidated financial statements drawn-up in accordance with IFRS concerning the Company's financial year ending as at December 31st , 2023.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
The reports established by the auditors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
III. The Meeting discusses the approval of the Company's statutory annual accounts (balance sheet, profit and loss account and the accompanying notes) as at December 31st , 2023 and the Company's consolidated financial statements as at December 31st , 2023 as presented by the Board of Directors of the Company.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
The Company's statutory annual accounts (the balance sheet, profit and loss account and the accompanying notes) as at December 31st , 2023 and the Company's consolidated financial statements as at December 31st , 2023 have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
The total of the balance sheet of the statutory annual accounts as at December 31st , 2023 amounts to EUR 270,924,732.80 and the Company has made a commercial loss which amounts to EUR (3,439,290.15).
The total of the balance sheet of the consolidated financial statements as at December 31st , 2023 amounts to EUR 206,225,323.00 and the consolidated net income amounts to EUR 8,763,074.00.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
After due consideration, the Meeting decides to allocate the results for the financial year ending as at December 31st , 2023 as follows:
| EUR | |
|---|---|
| Profit or loss for the financial year | (3,439,290.15) |
| Profit brought forward from previous year(s) |
187,275,126.98 |
| Allocation to the legal reserve | 0.00 |
| Dividend (as per the fifth and sixth resolution) |
180,000.00 |
| Profit to be carried forward | 183,655,836.83 |
The proposal has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
The Meeting decides not to pay dividends to the shareholders holding ordinary shares of the Company for the year 2023.
The proposal has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
The Meeting decides to declare dividends on the dividend preference shares for the year 2023 in the amount of EUR 0.20 / dividend preference share for a total amount of EUR 180,000. It does not affect the 1,100,000 preferential shares without voting rights owned by the Company and/or any of its subsidiaries as treasury shares. The payment shall commence as from 19th April, 2024.
The proposal has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
VII. The Meeting discusses full discharge to be given to the members of the Board of Directors of the Company and to the members of the Audit Committee for the execution of their mandates for the financial year ending as at December 31st, 2023.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
The proposals to grant full discharge to the members of the Board of Directors of the Company and to the members of the Audit Committee for the execution of their mandates for the financial year ending as at December 31st , 2023 have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
After deliberation on the composition of the Board of Directors of the Company, the Meeting decides:
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Gábor VÁRSZEGI as director, born on December 25th , 1946 in Budapest (Hungary) with professional address at 28, avenue Pasteur, L-
2310 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Dávid VÁRSZEGI as director, born on November 19th , 1980 in Budapest (Hungary) with professional address at 28, avenue Pasteur, L-2310 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Alan Joseph GRIFFITHS as director, born on June 17th , 1965 in Chesterfield (United Kingdom), with professional address at 28, avenue Pasteur, L-2310 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Wiggert KARREMAN as director, born on September 19th , 1976 in Delft (The Netherlands), with professional address at 28, avenue Pasteur, L-2310 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Martijn J. G. WINDELS as director, born on February 1 st , 1978 in Ede (The Netherlands), with professional address at 28, avenue Pasteur, L-2310 Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect, the appointment of Mr. Gábor MOCSKONYI as director, born on May 14th, 1983 in Orosháza (Hungary) with professional address at 28, avenue Pasteur, L-2310
Luxembourg. His mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2024;
The proposals on the composition of the Board of Directors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
After deliberation on the remuneration of the members of the Board of Directors of the Company, the Meeting decides:
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Gábor VÁRSZEGI, as director and chairman of the Board of Directors a director's fee of gross EUR 23,500 per quarter.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Dávid VÁRSZEGI, as director a director's fee of gross EUR 18,000 per quarter.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Alan Joseph GRIFFITHS, as director a director's fee of gross EUR 17,000 per quarter.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Wiggert KARREMAN, as director a director's fee of gross EUR 12,000 per quarter.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Martijn J. G. WINDELS, as director a director's fee of gross EUR 12,000 per quarter.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to pay to Mr. Gábor MOCSKONYI, as director a director's fee of gross EUR 12,000 per quarter.
The proposals on the remuneration of the members of the Board of Directors of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
After deliberation on the appointment of the members of the Audit Committee of the Company, the Meeting decides:
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect the appointment of Mr. Alan Joseph GRIFFITHS as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2024;
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect the appointment of Mr. Wiggert KARREMAN as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st , 2024.
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
to accept with immediate effect the appointment of Mr. Martijn J. G. WINDELS as member of the Audit Committee; his mandate will expire at the annual general meeting of the shareholders of the Company called to approve the Company's annual accounts as at December 31st, 2024.
The proposal on the composition of the Audit Committee of the Company has been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
After deliberation on the remuneration ("tantiémes") of the members of the Audit Committee of the Company, the Meeting decides:
Total number of votes cast: 35,609,796 vote for: 35,609,796 vote against: 0 abstentions: 0
not to allocate any remuneration ("tantiémes") to the members of the Audit Committee.
The proposal on the remuneration ("tantiémes") to the other members of the Audit Committee of the Company have been approved with 100% of the votes validly cast representing 50.35% of the Share Capital of the Company.
There being no further business on the agenda, the meeting was adjourned.
Signed by:
_______________________ Mr. David VÁRSZEGI The Chairman
_________________________ Dr. Gábor MOCSKONYI The Scrutineer
_________________________ Ms. Despoina Kiltsopoulou The Secretary
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