Investor Releases
Resolutions of the Extraordinary General Meeting of Magyar Telekom Telecommunications Public Limited Company held on December 21, 2006
Budapest, December 21, 2006
Resolution No. 1/2006 (XII. 21.)
The General Meeting agrees to that the proceedings of the Meeting shall be recorded on tape.
The General Meeting adopts this Resolution 658.010.616 affirmative votes, 0 negative votes, and 1000 abstentions.
Resolution No. 2/2006 (XII. 21.)
The General Meeting elects dr.
Tibor Székelyhídi Keeper of the Minutes in addition to electing Mr.
Reinhold Echter, representative of MagyarCom Holding GmbH authenticator
of the Minutes.
The General Meeting adopts this Resolution 658.008.616 affirmative votes, 0 negative votes, and 1.010 abstentions.
Resolution No. 3/2006 (XII. 21.)
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 the Company, the
business policy of Magyar Telekom Group and report on the business
operations and the financial situation of Magyar Telekom Group in 2005
according to the requirements of the Accounting Act
2. Report of the
Board of Directors on the business operations of the Company in 2005,
presentation of the report of the Supervisory Board and the Auditor
3.
Decision on the approval of the 2005 financial statements of the
Company and on the relief from liability of the members of the Board of
Directors
4. Proposal of the Board of Directors for the use of the profit after tax earned in 2005
5. Election of the Company’s Auditor and determination of its remuneration
6. Modification of the Articles of Association of Magyar Telekom Plc.
7. Recalling and Election of Members of the Board of Directors
8. Miscellaneous
The General Meeting adopts this Resolution 658.010.616 affirmative votes, 0 negative votes, and 1.010 abstentions.
Resolution No. 4/2006 (XII. 21.)
The General Meeting approves the
2005 Consolidated Financial Statements of Magyar Telekom Group prepared
according to the International Financial Reporting Standards, including
Balance Sheet Total Assets of HUF 1,082,948 million and Profit after
tax for year 2005: HUF 88,919 million (before the deduction of HUF
10,355 million attributable to minority interests).
The General Meeting adopts this Resolution 648.052.152 affirmative votes, 23.236.153 negative votes, and 3.089.401 abstentions.
Resolution No. 5/2006 (XII. 21.)
The General Meeting approves the
Y2005 Annual Report of the Company prepared according to the Hungarian
Accounting Regulations (HAR), including Balance Sheet Total Assets of
HUF 923,466 million and After-tax Net Income of HUF 68,090 million.
The General Meeting adopts this Resolution 648.051.502 affirmative votes, 23.236.153 negative votes, and 3.090.051 abstentions.
Resolution No. 6/2006 (XII. 21.)
The General Meeting hereby
evaluates the work of the board members of the Company and decides on
granting the relief from liability for the board members of the Company
with respect to the 2005 business year in accordance with Section 30
(5) of the Companies Act. The evaluation and the relief from liability
granted by this resolution shall not apply to the liability of the
board members arising from their gross negligence or wilful misconduct.
The General Meeting adopts this Resolution 646.416.543 affirmative votes, 24.871.762 negative votes, and 3.089.401 abstentions.
Resolution No. 7/2006 (XII. 21.)
A dividend of HUF 73 per
ordinary share (with a face value of HUF 100) and dividend of HUF 7
300
per preference share (with a face value of HUF 10 000) shall be paid to
the shareholders from the profit of 2005.
The Company uses
HUF
8,031,646,223 from profit reserves to pay the total dividend of HUF
76,122,086,995 because profit after tax before dividend is HUF
68,090,440,772 based on HAR figures.
January 12th 2007 shall be the first day of dividend disbursement.
On
December 22nd 2006, the Management Committee of Magyar Telekom Plc.
shall publish a detailed announcement on the order of dividend
disbursement in Magyar Tőkepiac, as well as on the homepage of the
Company and of the Budapest Stock Exchange.
In compliance with Magyar Telekom’s assignment, KELER Ltd. shall disburse dividends.
The General Meeting adopts this Resolution 640.626.132 affirmative votes, 30.651.833 negative votes, and 3.099.741 abstentions.
Resolution No. 8/2006 (XII. 21.)
The General Meeting elects
PricewaterhouseCoopers Kft. (1077 Budapest, Wesselényi u. 16.;
Registration no.: 001464). Name of the private person to perform audit
services as registered auditor:
Szabados Szilvia (chamber membership
number: 005314; address: 1031 Budapest, Amfiteátrum u. 25. VI. 53.;
mother’s maiden name: Terézia Bukó) as Auditor of the Company for the
two year period ending May 31st 2008 or if the Annual General Meeting
closing the 2007 financial year will be held prior to May 31st 2008
than on the date thereof.
In the event that Szilvia Szabados is incapacitated, the GM elects Márta Hegedűsné Szűcs (chamber membership number: 006838, mother’s maiden name: Julianna Hliva, address: 2071 Páty, Várhegyi u. 6.) to act as responsible auditor.
The General Meeting approves the payment of HUF 81,000,000 - not
including the audit of internal controls as required by the
Sarbanes-Oxley Act of 2002 - (+ a maximum of 5% for related costs) +
VAT per year, covering the audit of the annual financial statements of
Magyar Telekom Plc. (Company) prepared in accordance with the Hungarian
Accounting Act and also the audit of the annual consolidated financial
statements of the Magyar Telekom Group prepared in accordance with
International Financial Reporting Standards (IFRS).
The General Meeting adopts this Resolution 666.818.835 affirmative votes, 65.792 negative votes, and 7.493.079 abstentions.
Resolution No. 9/2006 (XII. 21.)
The General Meeting approves the modifications of the Articles as follows:
1.6.2. Other activities
40.11’03 Production of electricity
67.20’03 Other insurance activities
15.2. Notices
Notices and advertisements of the Company shall be
published in the nationwide, official journal of the Budapest Stock
Exchange and in the official publication space of the Budapest Stock
Exchange Closed Limited Company (i.e. home page of the Stock Exchange)
and the Official Gazette ("Cégközlöny") in cases required by applicable
law.
All other provisions of the Articles of Association remain unchanged.
The
General Meeting adopts this Resolution with 641.063.428 affirmative
votes, 30.076.025 negative votes, and 3.238.253 abstentions.
Resolution No. 10/2006 (XII. 21.)
The General Meeting elects
Christopher Mattheisen to the members of the Board of Directors of
Magyar Telekom Nyrt. – under the same conditions as for the members
today - until May 31, 2007.
The General Meeting adopts this Resolution 635.485.883 affirmative votes, 35.653.570 negative votes, and 3.238.253 abstentions.