MTA » Topics » Agenda of the General Meeting:

This excerpt taken from the MTA 6-K filed May 29, 2007.

Agenda of the General Meeting:

1.

 

Modification of the Articles of Association of Magyar Telekom Plc.

2.

 

Briefing to shareholders about the transformation of the Company, T-Online Magyaroszág Plc. and Emitel Plc.

3.

 

Report of the independent auditor on the transformation of the Company and the declaration that the planned transformations do not endanger the fulfillment of the creditor’s claims towards the Company

4.

 

Comments of the Supervisory Board on the draft asset balances and draft asset inventory of the companies under transformation and on the draft asset balance and draft asset inventory of the legal successor

5.

 

Decision on the approval of the written report of the senior officers

6.

 

Decision on the amount of asset proportion payable for the shareholders who do not wish to participate in the legal successor and on the order of settlement with the departing shareholders

 

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7.

 

Identification of the shareholders who do not wish to participate in the legal successor and of their shares

8.

 

Counting of the shareholders who do not wish to participate in the legal successor and count of their shares

9.

 

Decision on the draft asset balance and asset inventory of Magyar Telekom Plc. as the legal successor

10.

 

Decision on the transformation, approval of the Demerger Agreement and of the Upstream Merger Contract

11.

 

Nomination of Members of the Board of Directors and of the Supervisory Board of Magyar Telekom Plc. as the legal successor company

12.

 

Decision on the approval of the modification of the Articles of Association of Magyar Telekom Plc. related to the transformation

13.

 

Miscellaneous

 

This excerpt taken from the MTA 6-K filed Mar 26, 2007.

Agenda of the General Meeting:

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 2006 according to the requirements of the Accounting Act

 

 

 

2.

 

Report of the Board of Directors on the business operations of the Company in 2006, presentation of the report of the Supervisory Board and the Auditor

 

 

 

3.

 

Decision on the approval of the 2006 financial statements of the Company, the management report 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 2006

 

 

 

5.

 

Modification of the Articles of Association of Magyar Telekom Plc.

 

 

 

6.

 

Modification of the Rules of Procedure of the Supervisory Board

 

 

 

7.

 

Election of Members of the Board of Directors and determination of their remuneration

 

 

 

8.

 

Election of Members of the Supervisory Board and determination of their remuneration

 

 

2




 

 

9.

 

Election of Members of the Audit Committee

 

 

 

10.

 

Designation of the auditor who will be personally responsible for the audit of the Company and designation of the deputy auditor

 

 

 

11.

 

Miscellaneous

 

This excerpt taken from the MTA 6-K filed Nov 17, 2006.

Agenda of the General Meeting:

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 release 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

 




Conditions for participation and exercising voting rights at the General Meeting

Shareholders may exercise shareholder’s rights at the General Meeting either in person or through a duly authorized representative.

a.)           Shareholders participating in person identify themselves with their identity card whereas their ownership is certified through the ownership certificate issued by their custodian. Shareholders registered in the Stock Registry but not being able to present their ownership certificate may participate the General Meeting but may not exercise their voting and proposal rights.

b.)          The proxy shall be set forth in a public instrument or a private document of full probative force. The proxy shall be presented to the representative of the Board of Directors prior to the commencement of the General Meeting. Regarding ownership certificates the provisions of Section a) shall prevail.

c.)           Custodians, registered in the Stock Registry and acting as nominees may act on behalf of the shareholder pursuant to Act CXX of 2001 (Act on Capital Markets).

The condition of exercising voting rights at the General Meeting is that the shareholder or the nominee (except proxy holders acting on the basis of the authorization of the shareholder issued in the form of a public instrument or a private document of full probative force) is registered as such in the Stock Register at least six (6) working days prior to the date of the General Meeting (i.e. latest by 2006, December 12) and froze their shares up until the day of the GM (including the day of the GM). The registry of shareholders in the Stock Registry and the freezing of shares shall be arranged by their respective custodians - on the basis of the relevant assignment of the shareholder. Shareholders are informed by their custodians about the deadline of being registered in the Stock Register. The Company shall not be held liable for the due performance or failure to perform such assignments given to custodians and for the relevant consequences.

We wish to remind our shareholders that the registration will take place from 9 a.m. to 10.30 a.m. In the case of registration after the above indicated period the Company may not be held liable if the shareholder (or the proxy) misses part of the General Meeting due to late registry.

If the General Meeting does not have a quorum, the Board of Directors convokes the repeated General Meeting to December 21, 2006 at 1 p.m. with the same agenda to the above specified place. The repeated General Meeting shall have a quorum irrespective of the number of shareholders/votes being present.
The Board of Directors Magyar Telekom Telecommunications Public Limited Company

Announcement on the place of availability of the documents of the General Meeting

We wish to inform our shareholders that the submissions prepared in writing of the Extraordinary General Meeting to be held as of December 21, 2006 are available from December 6, 2006 at the customer service office of KELER Zrt. (1075 Budapest, Asbóth u. 9-11.) between 9 a.m. — 3 p.m., on the web site of Magyar Telekom Plc. (www.magyartelekom.hu) and the Budapest Stock Exchange (www.bet.hu) and at the place of the General Meeting from the commencement of registration (December 21, 2006 9 a.m.).

 




This excerpt taken from the MTA 6-K filed Aug 18, 2006.

Agenda of the General Meeting:

1.                  Informative of the Board of Directors on the business activities and current situation of the Company and the ongoing investigation

2.               Amendment of the Articles of Association of the Company

3.               Amendment of the Rules of Procedure of the Supervisory Board

4.               Election of the members of the Boards of Directors

5.               Election of the members of the Supervisory Board

6.               Election of the members of the Audit Committee

7.               Miscellaneous

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These excerpts taken from the MTA 6-K filed Mar 29, 2005.

Agenda of the General Meeting:

 

 

1.

Report of the Board of Directors on the management of the Company, the business policy of Matáv Group and report on the business operations and the financial situation of Matáv Group in 2004 according to the requirements of the Accounting Act

2.

Report of the Board of Directors on the business operations of the Company in 2004, presentation of the report of the Supervisory Board and the Auditor

3.

Proposal of the Board of Directors for the use of the profit after tax earned in 2004

4.

Modification of the Articles of Associations of the Company

5.

Election of Member of the Board of Directors

6.

Election of Members of the Supervisory Board

7.

Determination of the remuneration of the members of the Supervisory Board

8

Miscellaneous

 

1



 

Agenda of the General Meeting:

 

 

1.

Report of the Board of Directors on the management of the Company, the business policy of Matáv Group and report on the business operations and the financial situation of Matáv Group in 2004 according to the requirements of the Accounting Act

2.

Report of the Board of Directors on the business operations of the Company in 2004, presentation of the report of the Supervisory Board and the Auditor

3.

Proposal of the Board of Directors for the use of the profit after tax earned in 2004

4.

Modification of the Articles of Associations of the Company

5.

Election of Member of the Board of Directors

6.

Election of Members of the Supervisory Board

7.

Determination of the remuneration of the members of the Supervisory Board

8

Miscellaneous

 

1



 

These excerpts taken from the MTA 6-K filed Jan 21, 2005.

Agenda of the General Meeting:

 

1.             Informative on the modification of the name and brand strategy of the Company

 

2.             Decision on modifying the name of the Company and the relevant changes of the Articles of Association

 

3.             Miscellaneous

 

2



 

Agenda of the General Meeting:

 

1.             Informative on the modification of the name and brand strategy of the Company

 

2.             Decision on modifying the name of the Company and the relevant changes of the Articles of Association

 

3.             Miscellaneous

 

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