Investor Relations
Invitation to the extraordinary general meeting of 4iG Plc.
4iG Public Limited Company (registered seat: H-1013 Budapest, Krisztina körút 39.; company registration number: 01-10-044993; court of registration: Company Registry Court of Budapest-Capital Regional Court; hereinafter referred to as “ Company ”) hereby informs the honourable Shareholders on holding the Extraordinary General Meeting of the Company (hereinafter referred to as “ General Meeting ”) at 10:00 a.m on 30 th September 2024.
The date of the General Meeting at 10:00 a.m. on 30 th September 2024
A Site of the General Meeting: 1013 Budapest, Krisztina körút 39.
Mode of holding the General Meeting: via holding a meeting
The mode of participation in the General Meeting: personal attendance or via Nominee / Proxy
COAF number of the General Meeting HU20240826018742
Pursuant to Section 3:272 (1) of the Civil Code, the Company hereby publishes the invitation to the General Meeting at least thirty days prior to the starting date of the General Meeting.
Agenda items of the General Meeting:
1. Decision on the election and remuneration of members of the Board of Directors and their duration of mandate
2. Decision on the separation of the Company (" Spin-off ") by exercising the option provided in Paragraph (1) Section 8 of Act CLXXVI of 2013 on the Transformation, Merger and Division of Certain Legal Persons, through a single resolution - considering that the management of the Company has prepared all necessary documents for the Spin-off - taking into account the following sub-points:
- (i) Decision on the approval of the Demerger Plan and all its annexes (including but not limited to the draft balance sheet of assets and liabilities and inventory of assets, the independent audit report, the Distribution Of Assets Principle, the instrument of constitution of the Demerging Company by spin-off and the draft of the Demerger Agreement);
- (ii) Decision on the approval of the written report of the Board of Directors, which justifies the necessity of the Spin-off by presenting legal and economic aspects;
- (iii) Decision on the approval of the effective date of the Spin-off;
- (iv) Authorization to sign the Demerger Agreement and the instrument of constitution of the Demerging Company by spin-off;
- (v) Decision on the main data of the Demerging Company and the Demerging Company by spin-off following the Spin-off;
- (vi)Decision on all matters necessary for the execution of the Spin-off
3. Decision on the amendment of the remuneration of the Company’s auditor
4. Decision on the amendment of the Company’s Articles of Association
5. Decision on the amendment of the Remuneration Policy
6. Decision on the authorization of the Board of Directors of the Company for a period of eighteen (18) months starting from 1 st of April 2025 – in view of the authorization granted by Resolution of the General Meeting No. 19/2023 (IV.28.), which expires on 31 st of March 2025 – to acquire treasury shares by the Company ¬ not exceeding twenty-five percent (25%) of the share capital of the Company at all times ¬ , as well as decision to make any related decisions which otherwise fall within the competence of the general meeting
7.Decision on the approval of the amendment of the Rules of Procedure of the Supervisory Board
The General Meeting shall be held by the personal participation of the shareholders (or their representatives), the proxy authorization shall be entered in a public document or in a private document of complete probative value.
In order to facilitate the administration of participation in the General Meeting in person or through a representative, please send your participation intention at the e-mail address legal@4ig.hu and, in case of representation, by sending a copy of the document certifying the right of representation by electronic means no later than 3:00 p.m. on 25 th September 2024.
Submiting your intention to participate and documents for electronic pre-registration constitutes express consent to the processing of data, provided that the purpose of the processing of personal data is to prepare for the pre-registration of the General Meeting. The processing of the data lasts until the preparation of the attendance form of the General Meeting, after which all personal data will be deleted.
If any document submitted as proof of the authorization or the power of representation is not issued in Hungary, the formality of the document must comply with the legislation on the authentication or reauthentication of documents issued abroad. Accordingly, in the absence of a bilateral international agreement to the contrary, (i) diplomatic authentication or certification of the document, or (ii) if the country is party to the relevant international agreement, apostille certification is required. Pursuant to Section 44(7) of Act LXXVIII of 2017 on the Professional Activities of Lawyers, a document countersigned by a lawyer subject to this Act but signed by the parties abroad does not require diplomatic authentication or certification or an Apostille certificate to be fully authentic. Detailed information on the relevant rules is available from the Hungarian diplomatic missions abroad. If the document is not in Hungarian or English, a certified translation of the document in Hungarian is also required.
The registration shall take place at the site of the General Meeting starting from 9:00 a.m. On the day of the General Meeting both in the case of electronic pre-registration and in the case of registration at 3 the place of the General Meeting, the identity, right of representation of the shareholders, or the legal representatives or proxy of thereof shall be verified:
1. by showing their identification card, and, respectively,
2. their representative rights shall be justified:
- by presentation a certificate of incorporation or other documents attesting the valid data and the representatives of the shareholder company or organization, or
- a specimen signature / signature sample or any other equivalent document therewith, or by handing over the proxy authorization of the aforesaid.
Provided that the conditions for participation at the General Meeting and for exercising voting rights are met, at the venue of the General Meeting the shareholder or his/her proxy – having provided proof of his/her identity and signed the attendance sheet – may request a voting device, which entitles him/her to vote and participate at the General Meeting. Any given shareholder (including a shareholder represented by a shareholder’s proxy) is only entitled to use a single ballot and voting device (book of voting slips). Each of the ordinary shares entitles the shareholder to vote, and the extent of voting right is equal regarding all shares. Each of the ordinary shares provides one (1) vote, thus one (1) vote can be casted based on a face value of HUF 20. - of each share. The shareholders shall not exercise their voting rights until they have paid the due capital contribution.
With regards the participation of the shareholder or the nominee at the General Meeting the registration in the share register shall be valid on the second (2nd) working day prior to the starting day of the General Meeting the latest. The closure of the share register shall not restrict the right of the person registered in the share register to transfer his or her shares following the closure of the share register. The transfer of shares performed prior to the opening day of the General Meeting shall not exclude the right of the person registered in the share register from attending the General Meeting and from exercising his or her rights as a shareholder.
In the interest of determination of the content of the share register, the Company shall request an ownership identification procedure from KELER Zrt. [1] , with that, the day of thereof identification procedure – in line with the Articles of Association of the Company – is to be performed on 23 rd September 2024. [1] in English: KELER Central Depository Ltd.
Shareholders – representing at least 1 % (percentage) of the votes which can be cast – may request in writing– with its cause indicated – the Board of Directors to include an issue in the Agenda of the General Meeting and have the opportunity to submit proposals on resolutions regarding the Agenda or an Agenda Item. Shareholders are entitled to exercise these rights within 8 (eight) days following the publication of the present invitation.
The Board of Directors shall provide information 3 (three) days prior to the date of the General Meeting – at the latest – to all shareholders which may be deemed necessary for discussions held in connection with the items placed on the agenda of the General Meeting upon written request submitted at least 8 (eight) days prior to the date of the General Meeting. The shareholder is subject to confidentiality obligations in relation to the business secrets of the Company, with that, pursuant to Section 6:519 of the Civil Code, damages caused for the Company by non-compliance of thereof persons are to be compensated.
The General Meeting has a quorum, if the shareholders representing more than half of the voting rights attaching to the voting shares are present. When determining the quorum of the General Meeting, own shares shall not be taken into consideration.
In case the General Meeting shall fail to have quorum , the reconvened General Meeting will be held on 30 th September 2024 from 11:00 a.m., with the venue and the agenda items unchanged. The scope of the proxy authorization applies also to the General Meeting reconvened based on the adjourned General Meeting and applies also to the General Meeting reconvened based on failing to have a quorum. The reconvened General Meeting shall have quorum concerning the original agenda items regardless the number of the Shareholders at present.
With regard to the date of the convocation the aggregated data on the number of the existing shares and the ratio of the voting rights, including the separate summary in relation to each share class, and, moreover, the documents of the written submissions and proposal for resolutions of the General Meeting along with the forms to be used for voting by proxy will be available not later than 30th August 2024 on the website of the Company ( www.4ig.hu/home ), on the website of the Budapest Stock Exchange ( www.bse.hu ) and on the official online information system operated by the National Bank of Hungary ( https://kozzetetelek.mnb.hu/en/kezdooldal ) and can be viewed at the Company’s registered seat (H-1013 Budapest, Krisztina körút 39.) from 9:00 a.m. to 4:00 p.m. on working days, and at the place of the General Meeting from the date of registration.
30th August 2024, Budapest
4iG Public Limited CompanyBoard of Directors