| The Board of Directors of TrophyResort Nyrt. publishes the announcement about the convocation of the General Meeting of Shareholders to be held on the 11th of Jan 2016 at 09:00 a.m. in 9933 Hegyhátszentjakab, Kossuth utca 3/B, Hungary. Invitation for General Meeting The Board of Directors of the TrophyResort Nyrt. (Registration No.: 13-10-041236, Address: 2038 Sóskút, Petõfi Sándor utca 39.) hereby calls the extraordinary General Meeting. The time of the General Meeting: 11 th Jan, 2016 09.00 a.m. The place of the General Meeting: 9933 Hegyhátszentjakab, Kossuth utca 3/B., Hungary If no quorum will exist at the General Meeting then time of the Reconvened General Meeting will be on the 22 nd of Jan, 2016, 09 a.m. Place of the Reconvened General Meeting: 9933 Hegyhátszentjakab, Kossuth utca 3/B. The items on the Agenda of the Reconvened General Meeting are the same as the items on the Agenda of the original General Meeting. The items on the proposed Agenda are: 1. The Report of the Board of Directors on its negotiations on the Polish market and the performance of its Polish Partners, as well as the next steps and the expected development. 2. Decision on 2.1. the acceptance of the resignation of Mr. Imre Ozsváth of his Supervisory Board membership and on the election of the new member of the Supervisory Board, by the way of the amendment of the relevant provisions of the Articles of Association. 2.2. the dismiss of Mr. Imre Ozsváth of his Audit Committee membership and the election of the new member of the Audit Committee, by the way of the amendment of the relevant provisions of the Articles of Association. 2.3. the election of the new member(s) of the Board of Directors, by the way of the amendment of the relevant provisions of the Articles of Association. 2.4. the amendment of the power of representation of the Board of Directors, by the way of the amendment of the relevant provisions of the Articles of Association. 2.5. the share capital increase and its ways and on the Motion of the Board of Directors on the disqualification of the exercise of the preferential subscription rights. 2.6. the disqualification of the exercise of the preferential subscription rights of point 8 of section XIII in the Articles of Association, based on the provisions of the Articles of Association set out under point 9 of section XIII. 2.7. the authorization of the Board of Directors, to manage the issue of convertible bonds jointly with time-share sales and the distribution on the Polish market or/and on any foreign markets or/and on the Hungarian market, altogether in the nominal value of up to EUR 10 million, that is Euro Ten Million (1EUR=310HUF). 2.8. the approval of the General Meeting Resolution No. 23/2015. (05.18.), in particular to the planned IPO up to the amount of EUR 10 million, that is Euro Ten Million (1EUR=310HUF). 2.9. the valid principles and dividend payment policy based on the provisions of the section VI of the Articles of Association and the Civil Code Act of Hungary and the acceptance of the updated Dividend Payment Policy of the Company according to the Proposal of the Board of Directors. 2.10. the acceptance and approval of the above amended and with the above amendments consolidated provisions of the Articles of Association. 3. Other 2 Quorum of the General Meeting exists if more than 50% of the shareholders representing the votes embodied by the shares are present. If a General Meeting is reconvened because of failure to meet the quorum requirements, the reconvened GM will have a quorum on the items on the original agenda regardless of the number of shareholders present. In case of failure to reach a quorum, the participation requirement, and the conditions of exercising the right to vote are the same as the participation requirements and the conditions of exercising the rights to vote on the original General Meeting. Summaries of the propositions needed to make decisions about the items on the Agenda, and the proposed decisions will be published on the www.trophyresort.hu web-page (according to the rulings on publishing the company’s notices) at least twenty-one day before the General meeting. They will be also available at the place of the General meeting, one hour before the opening of the General Meeting.If the shareholders used their rights included in the 3:259.§ and in the 266.§ of the Civil Code, and these shall result of the modification of the agenda the publishing of the modified agenda, and the proposed decisions will be done according the relevant rulings. Each shareholder has the right to participate in the General Meeting, or have him/herself represented with the proper authorization. In relation to the exercising the right to vote we would like to draw the attention of our shareholders to the fact that we are initiating a shareholder identification in order to close down the shareholder’s register, before the General Meeting. The day for this is the fifth working day before the General Meeting, the day for closing the Shareholders register is two days before the General Meeting. Membership rights can be exercised by those shareholders whose name can be find in the shareholder’s register by 6 PM on the second day before the general meeting. The closure of the shareholder’s register will not limit the shareholder in transferring his/her shareholder’s rights following the closure. Transferring the shareholder’s rights until the day before the General Meeting will not limit the right of the shareholder to participate in the General Meeting and exercise his/her shareholder’s rights. Mode of reconvened General Meeting, if the quorum did not exist at the original meeting: with the personal attendance of the shareholders at the place of the General Meeting. The shareholders may exercise their rights through their representatives, or personally. Each shareholder have the right to ask for information, or make a proposal or observations. For cases put on the General Meeting’s agenda the Board of directors shall give the necessary information to the written request handed in at least eight days before the General Meeting. The Board of Directors may only deny the information, if they consider it a business secret. Even in this case, if the General Meeting requires the Board of Directors will have to provide the information. Providing information not concerning business secrets should not be limited. Without a written request the Board of Directors is required to give the necessary information at the time of discussing the item on the agenda. Shareholders representing at least 1% of the shares – with providing the reason- may request the Board to put an item on the agenda (Civil Code 3:259.§, 266.§).This right may be exercised by the shareholders within eight days from the date of publishing the notice on calling the general meeting. Each dematerialized shares with a 200 HUF nominal value gives the right for one vote for the shareholder at the General Meeting. The capital of the company is represented by 21 000 000 shares, each share has one vote, therefore all the shares have 21 000 000 votes. The registration for the General Meeting shall start one hour before the opening of the General Meeting, and will be open until the opening of the General Meeting. The registration will be valid to 3 the possible reconvened General Meeting. Otherwise registration will be possible from the closing of the General Meeting that had no quorum present, until the opening of the reconvened General Meeting. 14 December, 2015 Budapest TrophyResort Nyrt. Board of the Directors Drafts for Resolutions: The Agenda does not name technical issues such as the opening and checking of the quorum of the General Meeting or the election of the bodies of the General Meeting pursuant to the Hungarian Laws and practice but the final, accepted and signed Minutes of the General Meeting and the Resolution – both of which along with the Attendance Sheet will be filed to the Hungarian Court within 30 days from the day of the General Meeting – both contain them and will be proper. Drafts of Resolutions therefore refer to the above Items of the proposed Agenda as follows. ad 1. No draft of Resolutions. ad 2. It is proposed to adopt the following Resolutions. 2.1. The General Meeting approves and accepts the resignation of Mr. Imre Ozsváth of his Supervisory Board membership and elects the new member of the Supervisory Board, by the way of amending the relevant provisions of the Articles of Association. 2.2. The General Meeting dismisses Mr. Imre Ozsváth of his Audit Committee membership and elects the new member of the Audit Committee, by the way of amending the relevant provisions of the Articles of Association. 2.3. The General Meeting elects the new member(s) of the Board of Directors, by the way of amending the relevant provisions of the Articles of Association. 2.4. The General Meeting amends the power of representation of the Board of Directors and provides sole signature rights and individual power of representation to all of the members of the Board of Directors, by the way of amending of the relevant provisions of the Articles of Association. 2.5. The General Meeting decides to increase the share capital under the below ways and debates over the Motion of the Board of Directors on the disqualification of the exercise of the preferential subscription rights: 4 2.5.1. Increase of the share capital by the way of private issue of dematerialized, common shares (stocks) with a par value of HUF 200,- each, in the amount of HUF 1.500.000.000,- that is Hungarian forint of One Billion and Five Hundred Million (1EUR=310HUF). 2.5.2. Increase of the share capital after 2.5.1. from the assets not comprising of the share capital, in the amount of HUF 1.300.000.000,- that is Hungarian forint of One Billion and Three Hundred Million (1EUR=310HUF). 2.5.3. Increase of the share capital conditionally, by the way of issuing convertible bonds up to the amount allowed under the binding Hungarian Laws. 2.6. The General Meeting decided to the disqualificate (disallow) the exercise of the preferential subscription rights of point 8 of section XIII in the Articles of Association, based on the provisions of the Articles of Association set out under point 9 of section XIII and as an approval of the Motion of the Board of Directors. 2.7. The General Meeting authorizes the Board of Directors to manage the issue of convertible bonds jointly with time-share sales and the distribution on the Polish market or/and on any foreign markets or/and on the Hungarian market, altogether in the nominal value of up to EUR 10 million, that is Euro Ten Million (1EUR=310HUF). 2.8. The General Meeting approves the General Meeting Resolution No. 23/2015. (05.18.), in particular to the planned IPO up to the amount of EUR 10 million, that is Euro Ten Million (1EUR=310HUF). 2.9. The General Meeting accepts the Proposal of the Board of Directors on the amendment of the valid principles and dividend payment policy based on the provisions point 1 of the section V of the Articles of Association and the Civil Code Act of Hungary and accepts the updated Dividend Payment Policy of the Company according to the Proposal of the Board of Directors. 2.10. The General Meeting accepts and approves the above amended and with the above amendments consolidated provisions of the Articles of Association. Reason to all under point 2: The Board of the Directors proposed the above provisions as all were in compliance with the binding rules and laws and therefore the annual General Meeting confirmed them in full. 14 December, 2015 Budapest TrophyResort Nyrt. Board of the Directors | |
