PREAMBLE
CIG Pannonia Life Insurance Plc. (registered seat: H-1097 Budapest, Könyves Kálmán körút 11. Building B.; company registration number: 01 10 045857 hereinafter the "Company") hereby informs the Esteemed Shareholders that the s that with regard to the extreme situation in Hungary due to the human pandemic endangering safety of life and property (Covid-19) and pursuant to the relevant regulations (in particular the exact rules and conception of the Government Decree of 502/2020. (XI. 16.) and in line with the General Meeting Invitation Announcement (Announcement) disclosed within this Extraordinary Information, the Company does not see any possibility to hold the Annual Ordinary General Meeting as defined prior in the Company Event Calendar[1] published on 31th of December 2020, as the meeting to be held on 19th of April 2021, and in accordance with the requirements included in the Articles of Association of the Company on the announced date upon personal presence.
Pursuant to Paragraph 9 (2) of the Government Decree, during an emergency the Board of Directors is entitled to decide on the agenda`s items within the competence of the General Meeting.
Accordance with the decision-making rules set in the notice, an Invitation Letter to the General Meeting shell be published, with the mandatory legal elements, at the same time we draw attention to the fact that personal appearance is not possible in Hungary, - since at the time of convening the General Assembly there is an emergency situation due to the coronavirus pandemic, and in this regard a general ban on groupings, gatherings and events are in force in Hungary.
At the same time our company will do its best to act in the best possible way in the situation, comply with all the current legal requirements in the fullest possible way, and inform the Investors as accurately as possible about the situation and its operation, thus all relevant information concerning the convening and holding of the General Meeting. Accordingly it will publish the Announcement of the Invitation to the 2021 Ordinary General Meeting as follow.
We wish to emphasize to the extent that the case of emergency is ceased until the targeted date of the General Meeting holding then the General Meeting is to be held in line with the provisions included in this Invitation Letter, or, respectively, if, between the date stated in this Invitation Letter and the planned date as of the General Meeting any other regulation enters into force affecting any part or the whole of the holding of the General Meeting, our Company shall act pursuant to such modifications and amendments upon full and simultaneous disclosure of information for its Esteemed Shareholders.
The Board of Directors of CIG Pannonia Life Insurance Plc. (registered seat: H-1033 Budapest, Könyves Kálmán körút 11. Building B; hereinafter the "Company") hereby informs the Esteemed Shareholders that the annual general meeting of the Company will be held on 19 April 2021 (Friday) at 10 am at the Registered seat of the Company (address: 1097 Budapest, Könyves Kálmán körút 11. Building B).
This Announcement will be published on the basis of Section 9 (2) of the Government Decree, pursuant to that the Company is still obliged to publish the Invitation to the General Meeting and the documents specified in the Act V of 2013 on the Civil Code (Ptk.) 3: 272. § (3) b) on its website, in cane the Invitation or the documents specified in the Act V of 2`13 Civil Code (Ptk.) 3:272. § (3) b) have not been published on the date of entry into force of the Regulation, in this case the Invitation must be issued at least 21 days before the General Meeting and the documents specified in the Act V of 2`13 Civil Code (Ptk.) 3:272. § (3) b) must be issued at least 8 days before the General Meeting.
The General Meeting will NOT be held.
The planned agenda items will be decided by the Board of Directors of the Company.
Scheduled date of the general meeting: |
19 April 2021 (Friday) at 10 am (Friday) |
Place of the General Meeting: |
1097 Budapest Könyves Kálmán krt. 11, Building „B” |
Method of the participation on General Meeting: |
By personal appearance or by proxy |
Method of participation of the Board of Directors acting within the competence of the General Meeting: |
use a corporate Skype application |
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AGENDA ITEMS OF THE PLANNED GENERAL MEETING |
1 |
Decision on the approval of the annual financial report of the Company for 2020 compiled in line with IFRS on the basis of the submissions of the Board of Directors, and on the opinion of the Audit Committee and Supervisory Board, and on the statement of the Auditor.
Decision on the approval of the annual consolidated financial report of the Company for 2020 compiled in line with IFRS on the basis of the submissions of the Board of Directors, and on the opinion of the Audit Committee and Supervisory Board, and on the statement of the Auditor.
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2 |
Decision on the approval of the Annual Report of the Company for 2020 |
3 |
Decision on the approval of the Corporate Governance Report (hereinafter referred to as CGR) of the Company for 2020.
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4 |
Decision on the evaluation of the work performed by the Board of Directors and on issuing the discharges for its members.
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5 |
Decision on the election of a new member of the Board of Directors.
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6 |
Decision on the remuneration of the members of the Board of Directors according to the amended rules.
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7 |
Decision on the remuneration of the members of the Supervisory Board according to the amended rules.
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8 |
Decision on the remuneration of the members of the Audit Committee according to the amended rules.
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9 |
Election of the auditor of the Company and establishing their remuneration and the main elements of the contract with them.
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10 |
Decision to amend the Articles of Association.
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11 |
Opinion voting on the Remuneration Policy of the Company
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12 |
Information on the authorization given by the General Meeting to acquire own shares, decision on the authorization to acquire own shares.
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The general meeting shall have quorum if the shareholders representing more than half of the votes represented by the shares carrying voting rights are present.
The repeated general meeting convened as a result of lack of quorum shall have quorum for all issues included in the original agenda, regardless of the number of the shareholders present. The general meeting repeated as a result of lack of quorum will be held on 30 April 2021 (Friday) at 10 am at the Registered seat of the Company (address: 1097 Budapest, Könyves Kálmán körút 11. Building B) with the same agenda items and under the same registration conditions. The conditions for the participation and exercise of voting rights on the repeated general meeting shall be identical with the conditions for participation and exercise of voting rights on the original general meeting. The method of holding the general meeting and the repeated general meeting: attending in person by the shareholders at the venue of the general meeting.
The Company publishes the report prepared by the Supervisory Board, the summary on the total number of shares and voting rights at the date of convocation (including separate totals for each class of shares) together with a summary of the proposals relating to issues placed on the agenda items and the draft resolutions on its website (www.cigpannonia.hu), on the website operated by the Central Bank of Hungary (www.kozzetetelek.hu) and on the website of the Budapest Stock Exchange Private Company Limited by Shares (www.bet.hu) at least twenty-one (21) days prior to the general meeting.
Upon a written request submitted at least eight (8) days prior to the scheduled date of the general meeting, the Board of Directors shall provide the necessary information to all shareholders in connection with the agenda items of the general meeting when discussing the given agenda item on the general meeting. The required information shall be provided at least three (3) days prior to the scheduled date of the general meeting. The executive officer may refuse to provide such information and the insight to the files, if it infringes the business secrets of the Company, or the request is an abuse of rights, the person who requested the information does not sign a nondisclosure agreement upon request. If the person who requested the information considers the refusal unjustified, he/she is entitled to go to the relevant court and request the order of the company to provide such information.
Shareholders controlling at least one (1) percent of the votes may request additional items for the agenda of the general meeting from the Board of Directors in writing. Such shareholders shall indicate the reason and the purpose of their request. The shareholders may exercise such right within period of eight (8) days after the publication of the notice of the invitation to the general meeting. The Board of Directors shall publish a notice of the amended agenda and the resolution proposals requested by the shareholders after it becomes aware of the request. The issue indicated in such a notice shall be considered as the part of the agenda.
If the shareholders exercised their rights specified in this paragraph, then the agenda supplemented on the basis of the request of the shareholder(s) and the draft resolutions submitted by the shareholders shall be published by the Company on its website (www.cigpannonia.hu) on the website operated by the Central Bank of Hungary (www.kozzetetelek.hu) and on the website of the Budapest Stock Exchange Private Company Limited by Shares (www.bet.hu) on the business day following the expiry of the period for exercising the shareholders' rights specified in this paragraph.
Conditions for participation and exercise of voting rights on the general meeting pursuant to the articles of association:
The shareholder, or their representative intend to participate at the annual general meeting should be registered in the share register prior two business days to the general meeting.
The shareholders' rights may be exercised on the general meeting only by the persons who have been registered in the share register until its closing.
Closing of the share register shall not impede the right of a person registered therein to transfer its shares after the closing of the share register. The transfer of shares before the day of the general meeting shall not exclude the right of the person registered in the share register to attend the general meeting and exercise its shareholders' rights.
The establishment of the entitlements to exercise shareholders' rights shall take place through the shareholder identification; therefore, no ownership certificate is required to exercise the shareholders' rights.
The Company will obtain shareholder identification from KELER Zrt. (i.e. the Central Depositary) as the keeper of the share register for the general meeting being a corporate event. The record date of the shareholder identification is 12 April 2021. At the time of the shareholder identification the keeper of the share register will delete all data from the share register and simultaneously will replace them with the latest result of the shareholder identification. The keeper of the share register will close the share register with the data of the shareholder identification three (3) business days following the record date, on 15 April 2021 at 6 pm Budapest time. All other relevant rules as to the shareholder identification are contained in the effective rules of KELER Zrt.
Each dematerialized, registered, ordinary and interest bearing shares having a face value of HUF 33 (that thirty-three Hungarian forints) and carrying voting rights entitles the shareholders to one vote on the general meeting.
The shareholders may exercise their voting rights on the general meeting in person or via their representatives (acting on the basis of a proxy or being a registered representative). Executive officers of the Company, members of the Supervisory Board and the auditor of the Company may not act as the representatives of the shareholders.
One representative may represent more shareholders, however; one shareholder shall have only one representative. The representative shall cast the votes according to the instructions given by the shareholder, otherwise the vote shall be considered to be null and void. If the shares of a shareholder are held in different securities accounts, then such shareholder may appoint separate representatives in respect of the shares held in each securities account, however; different votes cannot be cast in respect of the shares belonging to the same shareholder. If different votes were cast in respect of the shares belonging to the same shareholder, all such votes shall be considered to be null and void. These provisions shall not affect the provisions of Act CXX of 2001 on the Capital Market pertaining to nominees. The form of the proxy is available on the website of the Company (www.cigpannonia.hu). The proxy granted for the representatives (including the proxy in an official form) shall be prepared in the form of a public document or a private document constituting conclusive evidence. If the proxy was issued outside Hungary, its formal requirements shall satisfy the relevant law concerning the certification and/or legalization of documents issued outside Hungary. If the proxy is prepared in any language other than the Hungarian language, an official Hungarian translation thereof shall be attached. In case of shareholders other than natural persons, the signing authority of the persons (i) executing the proxy or (ii) acting on behalf of a shareholder on the general meeting shall be certified by (i) an original document issued by a public authority (e.g. company registry extract) or the notarized copy thereof or (ii) a public notary's statement, issued not earlier than thirty (30) days before the date of the general meeting, furthermore the specimen of signature of the relevant person(s) shall also be attached. The above documents shall be presented in the course of the registration prior to the general meeting or together with sending the official form proxy to the Company. If the document certifying the representation right has been prepared in any language other than the Hungarian language, an official Hungarian translation shall be attached.
The Company shall send the materials of the general meeting to be published electronically to the Shareholders who so request at the same time as the publication of the materials of the general meeting. Shareholders may submit such a request to the e-mail address investor.relations[AT]cig.eu, to the telephone number +36 70 3725 138 or to the official postal address of the Company.
CIG Pannónia Life Insurance Plc.
board of directors