Investor Releases
Magyar Telekom Ltd. announces resolutions of the Extraordinary General Meeting of T-Mobile Hungary Ltd. held on December 19, 2005
Budapest, December 20, 2005
Resolution No. 9/2005. of the General Meeting
The
General Meeting approves the declaration of the independent auditor
regarding the draft asset balances- and asset inventories of the
merging companies, the draft asset balance- and asset inventory of the
legal successor company, the auditor’s declaration on the draft Merger
Agreement, the written report of the Board of Directors as well as the
auditor’s statement that the planned merger will not risk the
satisfaction of creditors’ claims towards the company.
Resolution No. 10/2005. of the General Meeting
The
General Meeting approves the Supervisory Board’s statement on the draft
merging asset balances- and asset inventories of Magyar Telekom Ltd.
and T-Mobile Hungary Ltd. as well as the draft asset balance- and asset
inventory of the legal successor Magyar Telekom Ltd.
Resolution No. 11/2005. of the General Meeting
The
General Meeting approves the written report of the Board of Directors,
prepared according to Article 76 (3) of Act CXLIV of 1997 on Business
Associations - attached herein – on the necessity of the merger of
Magyar Telekom Ltd. and T-Mobile Hungary Ltd., with taking all legal
and economic aspects into account.
Resolution No. 12/2005. of the General Meeting
The
EGM resolves that the asset proportion to be paid for the entire share
package of Egertel Rt. – not wishing to become the shareholder of the
legal successor company – is HUF 1.302.365 (that is one million three
hundred and two thousand three hundred and sixty five). The General
Meeting approves the settlement method to be applied in case of
shareholders that do not wish to enter the legal successor company and
assigns the Board of Directors to execute its provisions.
Resolution No. 13/2005. of the General Meeting
The General Meeting approves the draft merger asset balance and asset inventory of the legal predecessor T-Mobile Hungary
Ltd.
Resolution No. 14/2005. of the General Meeting
The
General Meeting resolves the upstream merger of Magyar Telekom Ltd. and
T-Mobile Hungary Ltd. in a way that T-Mobile Hungary Ltd. merges into
Magyar Telekom Ltd. The merger enters into force when registered by the
Court of Registry. The General Meeting approves the Merger Agreement
and empowers Klára Armuth and dr. Zsigmond Bodnár members of the Board
of Directors, to sign the said agreement. The General Meeting empowers
the Board of Directors to request the Municipal Court, acting as Court
of Registry, that the cassation of the company from the Company
Registry may take place simultaneously with the registry of the merger
in a way that the date of the cassation be the same as the date of
making the resolution on the approval of the merger.