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CIG PANNÓNIA LIFE INSURANCE PLC. RESOLUTIONS OF THE GENERAL MEETING ON ITEMS ON THE AGENDA OF THE ANNUAL GENERAL MEETING
2022. 04. 19.

CIG Pannónia Life Insurance Public Limited Company (Registered seat: H-1097 Budapest Könyves Kálmán krt. 11, „B”, company registration number: 01 10 045857 (Company) hereby informs the Esteemed Shareholders that The Board of Directors of the Company held its Annual General Meeting on April 19, 2022 at 10:00 am, the agenda of which is included in the notice of the invitation to the general meeting published in the manner specified in point 8 of Chapter VIII of the Articles of Association of the Company. The announcement of the invitation to the General Meeting and the summary of the proposals related to the issues on the agenda of the General Meeting and its annexes were published on the Company's website (www.cigpannonia.hu), the website operated by the Central Bank of Hungary (www.kozzetetelek.hu) and the Budapest Stock Exchange (www.bet.hu).

Date and time of the General Meeting held was:

April 19, 2022 (Tuesday) 10:00 AM

Place of the General Meeting:

Courtyard by Marriott Budapest City Center, H-1088 Budapest, József körút 5., 2nd floor, Jászai Mari Hall

Method of the participation at the General Meeting was:

by personal appearance or by proxy

Form of the General Meeting was:

attending in person

 

General Meeting Resolution 1/2022. (19 April):

The General Meeting agreed to take its decisions by open ballot, on the basis of voting cards.

The General Meeting elects Dr. Dávid Kozma as minutes secretary, and protocol validator Erik Keszthelyi representing the shareholder Hungarikum Biztosítási Alkusz Kft., and Dr. Erika Marczi shareholder, while electing Dr Julianna Hargitai and Emese Stodulka as vote counter.

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

 

General Meeting Resolution 2/2022. (19 April):

The General Meeting hereby adopts the 2021 INDIVIDUAL FINANCIAL STATEMENTS AND BUSINESS REPORT, PREPARED ON THE BASIS OF THE INTERNATIONAL FINANCIAL REPORTING STANDARDS APPROVED BY THE EUROPEAN UNION, together with all annexes

- with THUF 123,164,452 balance sheet total,

- THUF 1,160,677 profit after tax, and

- a total comprehensive income of THUF -1,030,927. 4

The General Meeting also studied and acknowledged the Management Report accompanying the Company's Annual Accounts for the year 2021, which describes the Company's business performance, development and position, the Report of the Supervisory Board and Audit Committee for 2021, prepared by the Supervisory Board and Audit Committee, and the Report of the Auditor.

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 3/2022. (19 April):

The General Meeting hereby adopts the 2021 CONSOLIDATED FINANCIAL STATEMENTS AND CONSOLIDATED BUSINESS REPORT, PREPARED ON THE BASIS OF THE INTERNATIONAL FINANCIAL REPORTING STANDARDS APPROVED BY THE EUROPEAN UNION, together with all annexes.

- with THUF 127,784,290 balance sheet total,

- THUF 1,681,875 profit after tax, and

- a total comprehensive income of THUF -693,523.

The General Meeting also studied and acknowledged the Management Report accompanying the Company's Consolidated Annual Accounts for the year 2021, which describes the Company's business performance, development and position, the Report of the Supervisory Board and Audit Committee for 2021, prepared by the Supervisory Board and Audit Committee, and the Report of the Auditor.

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 4/2022. (19 April):

The General Meeting resolves that the Company shall pay a dividend partly from the profit after tax and partly from the retained earnings. The Company shall pay a dividend of HUF 18 per share on the 94,428,260 ordinary shares of series A with a nominal value of HUF 33 per share, partly from the profit after tax of THUF 1,160,677 partly from retained earnings. The total amount of dividend payments is THUF 1,699,709.

The dividend shall be paid in accordance with the provisions of the Articles of Association in force at the time of the convening of this General Meeting and the adoption of this Resolution. The shareholder entitled to a dividend is the shareholder who holds the share on the date of the identification procedure carried out in accordance with the Articles of Association in force. The planned date for the identification procedure for the payment of dividends is 11 May 2022. The schedule dividend payment date is 18 May 2022. The dividend will be paid by KELER Zrt. on behalf of the Company.

The Company will publish a detailed announcement on the technical details of the dividend payment.

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 5/2022. (19 April):

The General Meeting adopts the Corporate Governance Report for 2021, prepared on the basis of the Recommendations of Budapesti Értéktőzsde Zrt. and approved in advance by the Supervisory Board of the Company.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 6/2022. (19 April):

Pursuant to Chapter VIII, Section 5 of the Articles of Association of the Company, the General Meeting accepts the work of the Board of Directors for the financial year 2021 and grants the members of the Board of Directors hold-harmless warrant pursuant to Section 3:117 (1) of Act V of 2013 on the Civil Code. The General Meeting therefore concludes that

Zoltán Polányi

Chairman of the Board of Directors

dr. István Fedák

member of the Board of Directors

Zsuzsanna Ódorné Angyal

member of the Board of Directors

dr. Péter Bogdánffy

member of the Board of Directors

duly performed their management tasks in the financial year 2021 and resolves to grant them a hold-harmless warrant for the financial year 2021. The granting of the hold-harmless warrant confirms that the members of the Board of Directors conducted the management of the Company in 2021 with the best interests of the Company as their primary consideration.

 

 

Votes in favour:

60912 653 pc

99,97%

66,61% of the total number of shares

Votes against:

 

0

 

Abstentions:

12500 pc

0,02%

0,01% of the total number of shares

***

General Meeting Resolution 7/2022. (19 April):

The General Meeting elects Dr. Gábor Miklós Dakó as a member of the Board of Directors of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. Dr. Gábor Miklós Dakó shall not receive any remuneration for his office.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 8/2022. (19 April):

The General Meeting elects Dr. Péter Bogdánffy as a member of the Board of Directors of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. Dr. Péter Bogdánffy shall receive the remuneration for his office in accordance with the Board of Directors' Resolution No. 7/2021 (19 April) adopted within the powers of the General Meeting.

 

Votes in favour:

60912 653 pc

99,97%

66,61% of the total number of shares

Votes against:

 

0

 

Abstentions:

12500 pc

0,02%

0,01% of the total number of shares

­­­***

General Meeting Resolution 9/2022. (19 April):

The General Meeting elects Dr. István Fedák as a member of the Board of Directors of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. Dr. István Fedák shall not receive any remuneration for his office.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 10/2022. (19 April):

The General Meeting elects János Tima as a member of the Supervisory Board of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. János Tima shall receive the remuneration for his office in accordance with the Resolution of the Board of Directors no. 8/2021 (19 April) adopted within the powers of the General Meeting.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 11/2022. (19 April):

The General Meeting elects János Tima as a member of the Audit Committee of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. János Tima shall receive the 16 remuneration for his office in accordance with the Resolution of the Board of Directors no. 9/2021 (19 April) adopted within the powers of the General Meeting.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 12/2022. (19 April):

The General Meeting elects Ildikó Ginzer as a member of the Supervisory Board of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. Ildikó Ginzer shall receive the remuneration for her office in accordance with the Resolution of the Board of Directors no. 8/2021 (19 April) adopted within the powers of the General Meeting.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 13/2022. (19 April):

The General Meeting elects Ildikó Ginzer as a member of the Audit Committee of the Company for a term of five (5) years, subject to the granting and validity of the relevant authorisation of Magyar Nemzeti Bank. Ildikó Ginzer shall receive the remuneration for her office in accordance with the Resolution of the Board of Directors no. 9/2021 (19 April) adopted within the powers of the General Meeting.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 14/2022. (19 April):

The General Meeting resolves to amend the Rules of Procedure of the Supervisory Board to read as follows in paragraph 2 on page 3:

„The Supervisory Board shall, as a general rule, hold its meetings on the days specified in the annual work plan. In order to ensure flexibility and the smooth performance of tasks aligned with and related to those of the other bodies of the Company, the schedule of meetings may be set only on a monthly basis, in which case the specific dates of each meeting of the Board shall be fixed in coordination with the Deputy Chief Executive Officer of the Company responsible for Corporate Governance and Prudential Compliance. If it is necessary to convene a meeting of the Supervisory Board in addition to those provided for in the work plan, it shall be convened by the Chairman. The Deputy Chief Executive Officer for Corporate Governance and Prudential Compliance shall be responsible for the technical management of the convening of the meeting, as indicated by the Chairman. The meeting shall, as a general rule, be convened by the person appointed by the Chairman, by sending a password-protected e-mail message electronically 5 calendar days before the meeting. The message shall be accompanied by the proposals. The annexes shall be delivered to the members by uploading them to the repository, allocated to the members of the body. The notification message shall include the agenda, venue, date and time of the meeting and the place and fact of access to the proposals. Any member of the Supervisory Board may request a meeting of the Supervisory Board, stating the purpose and the reason, in writing to the Chairman, who shall, within 8 days of receipt of the request, arrange, in consultation with the person appointed by the Chairman, for the meeting of the Supervisory Board to be convened within 30 days. If the Chairman does not comply with the request, the member shall be entitled to convene the meeting themselves.”

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

 

­***

General Meeting Resolution 15/2022. (19 April):

The General Meeting adopts and agrees with the provisions of the “REMUNERATION POLICY OF CIG PANNONIA LIFE INSURANCE PULIC LIMITED COMPANY for the personnel specified in Section 2 (2) of the SRD Act (Pillar III of the Unified Remuneration System) 2.0", which describes the Company's remuneration policy, and approves the form and content thereof.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

­­***

General Meeting Resolution 16/2022. (19 April):

The General Meeting of Shareholders adopts and agrees with the Company's Remuneration Report for the financial year 2021 and approves its form and content.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

***

General Meeting Resolution 17/2022. (19 April):

Pursuant to the decision of the General Meeting, the Board of Directors is authorised, pursuant to Section 3:223(1) of the Civil Code, to acquire the ownership of the dematerialised ordinary shares issued by the Company with a nominal value of HUF 33, i.e. thirty-three Forints, under the terms and conditions set forth in this Resolution of the General Meeting, in such a way that, together with the number of shares currently classified as own shares of the Company, the Company may simultaneously own up to 5% of the total number of own shares issued by the Company. Own shares may be acquired free of charge or for consideration. In the case of acquisition for consideration, the acquisition may be effected on the stock exchange with a public offer or by means of an OTC transaction, including the exercise of a right secured by a financial instrument (e.g. a purchase option, conversion right, etc.) entitling the holder to acquire own shares. The minimum and maximum amounts of the consideration for the acquisition of shares were set by the Company at +/- 20% of the daily stock exchange price.

 

Votes in favour:

60925153 pc

100%

66,63% of the total number of shares

Votes against:

 

0

 

Abstentions:

 

0

 

 

 

Disclaimer: All information contained within this article is for information purposes only, and shall not be considered an official translation of the official communication referred to herein. This document does not include the integral wording of the official communication referred to herein, the original Hungarian language version of it remains to be the solely legally binding material in the subject matter. For further information, please do not hesitate to contact us.

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