Budapest,April 17, 201209:30
extract from the Minutes of the Annual General Meeting ofMagyar Telekom Telecommunications Public Limited Companyheld at its registered seat (1013 Budapest, Krisztina krt. 55.) on April 16, 2012, started at 11:04 a.m.
Resolution No. 1/2012 (IV.16.)
The General Meeting agrees that the proceedings of the
General Meeting shall be recorded on tape.
The General Meeting adopts this Resolution with 648,226,955
affirmative votes (95.37%), 21,770negative votes (0.00%),
and 31,216,380abstentions (4.59%).
Resolution No. 2/2012 (IV.16.)
The General Meeting elects Mr. Christopher Mattheisen to be
the Chairman of the General Meeting.
The General Meeting adopts this Resolution with 679,664,728
affirmative votes (100.00%), 250 negative votes (0.00%),
and 4,459 abstentions (0.00%).
Resolution No. 3/2012 (IV.16.)
The General Meeting elects dr. Gabriella Bognár, in-house
legal counsel as Keeper of the Minutes. Further that
electing Mr. Roman Zitz, representative of MagyarCom
Holding GmbH as authenticator of the Minutes.
The General Meeting adopts this Resolution with 679,660,138
affirmative votes (100.00%), 7,100 negative votes (0.00%),
and 2,799 abstentions (0.00%).
Resolution No. 4/2012 (IV.16.)
The General Meeting approves the agenda of the Meeting, in
line with the resolution proposal, as follows:
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 2011;
2. Decision on the approval of the 2011 consolidated annual
financial statements of the Company prescribed by the
Accounting Act according to the requirements of the
International Financial Reporting Standards (IFRS);
presentation of the relevant report of the Supervisory
Board, the Audit Committee and the Auditor;
3. Decision on the approval of the 2011 annual stand alone
financial statements of the Company prepared in accordance
with the requirements of the Accounting Act (HAR);
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 after tax earned in 2011; presentation of the
relevant report of the Supervisory Board, the Audit
Committee and the Auditor; decision on the use of the
profit after tax earned in 2011, on the payment of
dividends;
5. Decision on the approval of the Corporate Governance and
Management Report;6. Decision on granting relief from
liability to the members of the Board of Directors;7.
Decision on the amendments of the Articles of Association
of Magyar Telekom Plc.: 1.4. Sites and Branch Offices of
the Company; 2.5. Shareholders' Register (2.5.3.); 6.2.
Matters within the Exclusive Scope of Authority of the
General Meeting (a), (u); 7.4. Rules of Procedure and
Chairman of the Board of Directors (7.4.1. (p)); 8.7. Audit
Committee; 10. Signature on Behalf of the Company;
8. Amendment of the Remuneration Guidelines;
9. Authorization of the Board of Directors to purchase
ordinary Magyar Telekom shares;
10. Election of Member(s) of the Board of Directors;
11. Election of an employee representative member of the
Supervisory Board;
12. Election and determination of the remuneration of the
Company's Auditor. Election of the Auditor personally
responsible for the audit and the appointed Deputy Auditor,
furthermore, in relation to this, determination of the
contents of the material elements of the contract to be
concluded with the auditor.
The General Meeting adopts this Resolution with 679,597,548
affirmative votes (99.99%), 100 negative votes (0.00%), and
72,389 abstentions (0.01%).
Resolution No. 5/2012 (IV.16.)
The General Meeting approves the 2011 Consolidated
Financial Statements of Magyar Telekom Group prepared
according to the International Financial Reporting
Standards (IFRS), as endorsed by the EU including Balance
Sheet Total Assets of HUF 1,098,028million and Profit for
the year 2011 of HUF 3,179million.
The General Meeting adopts this Resolution with 662,501,962
affirmative votes (97.47%), 6,375 negative votes (0.00%),
and 17,160,850 abstentions (2.52%).
Resolution No. 6/2012 (IV.16.)
The General Meeting approves the Y2011 Annual Report of the
Company prepared according to the Hungarian Accounting
Regulations (HAR), including Balance Sheet Total Assets of
HUF 918,414million and After-tax Net Income of HUF
31,675million.
The General Meeting adopts this Resolution with 679,655,763
affirmative votes (100.00%), 100 negative votes (0.00%),
and 7,039 abstentions (0.00%).
Resolution No. 7/2012 (IV.16.)
A dividend of HUF 50 per ordinary share (with a face value
of HUF 100) shall be paid to the shareholders from the
profit of 2011.
The HUF 52,117,584,050 to be disbursed as dividends shall
be paid from the after-tax profits of HUF
31,674,886,710based on HAR figures, and the remaining
amount of HUF 20,442,697,340shall be paid from retained
earnings.May 15, 2012 shall be the first day of dividend
disbursement. The record date shall be May 8, 2012.
On April 20, 2012, the Board of Directors of Magyar Telekom
Plc. shall publish a detailed announcement on the order of
dividend disbursement on the homepage of the Company and
the Budapest Stock Exchange.The dividends shall be paid by
KELER Ltd., in compliance with Magyar Telekom Plc's
instructions.
The General Meeting adopts this Resolution with 679,656,802
affirmative votes (100.00%), 100 negative votes (0.00%),
and 12,385 abstentions (0.00%).
Resolution No. 8/2012 (IV.16.)
The General Meeting has reviewed and approves the Corporate
Governance and Management Report for the business year of
2011 of the Company.
The General Meeting adopts this Resolution with 679,452,021
affirmative votes (99.97%), 212,485 negative votes (0.03%),
and 4,381 abstentions (0.00%).
Resolution No. 9/2012 (IV.16.)
The General Meeting of Magyar Telekom Plc. - having
evaluated the work in the previous financial year of the
Board of Directors members of the Company - hereby decides
to grant the relief from liability for the members of the
Board of Directors of the Company with respect to the 2011
business year in accordance with Section 30 (5) of Act IV
of 2006 on Business Associations. By granting this relief,
the General Meeting confirms that the members of the Board
of Directors have performed their work in 2011 by giving
priority to the interests of the Company. The relief from
liability granted by this resolution shall be cancelled in
the event of a subsequent binding court ruling declaring
the information based on which the relief of liability was
granted was false or insufficient.
The General Meeting adopts this Resolution with 679,631,081
affirmative votes (99.99%), 100 negative votes (0.00%), and
5,521 abstentions (0.00%).
Resolution No. 10/2012 (IV.16.)
The General Meeting approves the amendment of Section 1.4.
of the Articles of Association according to the
submission.
The General Meeting adopts this Resolution with 679,665,588
affirmative votes (100.00%), 2,899 negative votes (0.00%),
and 400 abstentions (0.00%).
Resolution No. 11/2012 (IV.16.)
The General Meeting approves the amendment of Section
2.5.3. of the Articles of Association according to the
submission.
The General Meeting adopts this Resolution with 679,582,108
affirmative votes (99.99%), 5,519 negative votes (0.00%),
and 73,360 abstentions (0.01%).
Resolution No. 12/2012 (IV.16.)
The General Meeting approves the amendment of Section 6.2.
(a) of the Articles of Association according to the
submission.
The General Meeting adopts this Resolution with 679,656,461
affirmative votes (100.00%), 6,484 negative votes (0.00%),
and 5,342 abstentions (0.00%).
Resolution No. 13/2012 (IV.16.)
The General Meeting approves the supplementation of the
Articles of Association with Section 6.2. (u) and the
amendment of Section 6.2. according to the submission.
The General Meeting adopts this Resolution with 679,456,191
affirmative votes (99.97%), 206,484 negative votes (0.03%),
and 5,332 abstentions (0.00%).
Resolution No. 14/2012 (IV.16.)
The General Meeting approves the supplementation of Section
7.4.1. of the Articles of Association with subsection (p)
according to the submission.
The General Meeting adopts this Resolution with 679,448,785
affirmative votes (99.97%), 207,251 negative votes (0.03%),
and 5,342 abstentions (0.00%).
Resolution No. 15/2012 (IV.16.)
The General Meeting approves the amendment of Section 8.7.
of the Articles of Association according to the
submission.
The General Meeting adopts this Resolution with 679,653,691
affirmative votes (100.00%), 7,251 negative votes (0.00%),
and 7,375 abstentions (0.00%).
Resolution No. 16/2012 (IV.16.)
The General Meeting approves the amendment of Section 10.
of the Articles of Association according to the
submission.
The General Meeting adopts this Resolution with 679,665,188
affirmative votes (100.00%), 1,099 negative votes (0.00%),
and 2,000 abstentions (0.00%).
Resolution No. 17/2012 (IV.16.)
The General Meeting makes a non-mandatory decision on the
amendments of Magyar Telekom Plc's Remuneration Guidelines,
as stated in the submission.
The General Meeting adopts this Resolution with 679,634,877
affirmative votes (99.99%), 20,478 negative votes (0.00%),
and 8,200 abstentions (0.00%).
Resolution No. 18/2012 (IV.16.)
The General Meeting authorizes the Board of Directors to
purchase a total of up to 104,274,254 ordinary shares (with
a face value of HUF 100 each) of Magyar Telekom Plc. The
purpose of the authorization is to supplement Magyar
Telekom's current shareholder remuneration policy in line
with international practice. The purchased shares might
also be used for management remuneration.
The authorization will be valid for 18 months starting from
the date of approval of this General Meeting resolution.
The shares to be purchased on the basis of this
authorization may not at any time account for more than 10%
of the share capital (i.e. up to 104,274,254 ordinary
shares) of Magyar Telekom Plc.
The shares can be purchased through the stock exchange. The
equivalent value per share paid by Magyar Telekom Plc. may
not be more than 5% above the market price of the share
determined by the opening auction on the trading day at the
Budapest Stock Exchange. The minimum value to be paid for
one share is HUF 1.
The authorization may be exercised in full or in part, and
the purchase can be carried out in partial tranches spread
over various purchase dates within the authorization period
until the maximum purchase volume has been reached.
Authorization granted to the Board of Directors by
Resolution No. 8/2011 (IV.12.) of the General Meeting is
hereby repealed.
The General Meeting adopts this Resolution with 679,450,059
affirmative votes (99.97%), 9,051 negative votes (0.00%),
and 2,160 abstentions (0.00%).
Resolution No. 19/2012 (IV.16.)
The General Meeting elects Mr. Günter Mossal to the member
of the Board of Directors of Magyar Telekom Plc. until May
31, 2013, provided that if the General Meeting is held
prior to May 31 of the year in which such mandate expires,
then his assignment lasts until the date of the General
Meeting.
The General Meeting adopts this Resolution with 679,016,579
affirmative votes (99.90%), 437,114 negative votes (0.06%),
and 204,869 abstentions (0.03%).
Resolution No. 20/2012 (IV.16.)
The General Meeting elects Mr. György Mosonyi to the member
of the Board of Directors of Magyar Telekom Plc. until May
31, 2013, provided that if the General Meeting is held
prior to May 31 of the year in which such mandate expires,
then his assignment lasts until the date of the General
Meeting.
The General Meeting adopts this Resolution with 619,257,859
affirmative votes (91.11%), 5,625 negative votes (0.00%),
and 31,213,621 abstentions (4.59%).
Resolution No. 21/2012 (IV.16.)
The General Meeting elects Dr. Mihály Patai to the member
of the Board of Directors of Magyar Telekom Plc. until May
31, 2013, provided that if the General Meeting is held
prior to May 31 of the year in which such mandate expires,
then his assignment lasts until the date of the General
Meeting.
The General Meeting adopts this Resolution with 619,250,224
affirmative votes (91.11%), 2,050 negative votes (0.00%),
and 31,224,631 abstentions (4.59%).
Resolution No. 22/2012 (IV.16.)
The General Meeting elects Mrs. Éva