| INVITATION The Board of Directors of BorsodChem Nyrt. (3700 Kazincbarcika, Bolyai tér 1., hereinafter referred to as the "Company") convenes the Annual General Meeting of the Company in 2007 at 12 a.m. on April 27, 2007 Venue of the General Meeting: BorsodChem Nyrt., Conference Room Szabadság tér 7., Bank Center, Budapest In case a quorum has not been reached at the General Meeting, the repeated General Meeting will be held at the same place with the same agenda at 13 a.m. on April 27, 2007. Agenda of the General Meeting: 1. Report on the business year of 2006, closing of the business year of 2006. a. Report of the Board of Directors on the business activity of the Company in 2006 in respect of both the annual reports of BorsodChem Nyrt. and the consolidated annual reports of BorsodChem Group. b. Proposal of the Board of Directors for the use of after-tax profit and the calculation of dividends. c. Report of the Supervisory Board on annual reports and on the review of proposal for the use of after-tax profit. d. Auditing report on annual reports and on the review of proposal for the use of after-tax profit. e. Opinion of the Audit Committee on the report as per the accounting law 2. Approval of annual reports of the Company for 2006 and that of consolidated annual reports of BorsodChem Group, decision on the use of after-tax profit. 3. Approval of the Board of Directors report related to its Corporate Governance Recommendations activity. 4. Decrease of the registered capital by HUF 640,951,050 through the withdrawal of 3,173,025 employee shares – amendment of the Articles of Association in connection with the decrease of the registered capital 5. Modification of the operating form of the Company 6. Modification of the Articles of Association, with special regard to the modification of the operating form of the Company 7. Recall of Board Member(s). 8. Election of new Board Member(s). 9. Recall of Supervisory Board Member(s). 10. Election of new Supervisory Board Member(s). 11. Determining the remuneration of the Members of the Board of Directors for 2007. 12. Determining the remuneration of the Supervisory Board Members for 2007. 13. Appointing the auditor of the Company. 14. Determining the remuneration of the Company’s registered Auditor for 2007. We draw the attention of our shareholders to the fact that approval of the decisions regarding item No. 4., 5. and No. 6. on the agenda requires the support of at least ¾ of the votes cast. Concerning agenda item No. 4 (Decrease of the registered capital by HUF 640,951,050 by the redemption of 3,173,025 employee shares – amendment of the Articles of Association in connection with the decrease of the registered capital) we hereby inform our shareholders that the purpose of the decrease of the registered capital is to make distribution to the shareholders and the method of the decrease of the registered capital is the withdrawal of 3,173,025 employee shares. The Board of Directors draws the attention of the shareholders to the fact that the resolutions regarding agenda item No. 4 may only be validly approved by the General Meeting if the beneficiaries of the employee shares separately approve these resolutions with at least a ¾ majority of the votes attached to the employee shares. In accordance with 8.§ 32) of the Articles of Association such a separate approval may be given by the beneficiaries of the voting rights attached to the employee shares as follows: a) by their statement of approval included in a private document with full evidentiary force submitted to the Board of Directors by the second working day preceding the General Meeting that is to vote on the resolutions proposed in connection with agenda item No. 4 (that is by 25 April 2007), or b) by signing immediately prior to the General Meeting a statement of approval delivered to them contemporaneously with their signing of the attendance list when registering for the General Meeting; c) the approvals granted in accordance with a) and b) above can be added up. e) When adding up the approvals granted in accordance with the above, the Board of Directors will only take into account the approval of those shareholders who are registered in the Company's share register on the date of the General Meeting voting on the proposals concerned. In accordance with 8.§ 5) and 6) of the Articles of Association of the Company: “5) The conditions of exercising the participation and voting rights of a shareholder at the General Meeting are: a) the shareholder has paid its financial contribution due to the Company; b) the owner of a share shall be entered definitively in the Shares Register of the Company; c) the Central Clearing House and Depository (Budapest) Ltd. or the securities account keeper has, up to the date of the General Meeting, locked up the shareholder’s shares and ca) the Central Clearing House and Depository (Budapest) Ltd. has informed the Board of Directors in writing of the lock-up not later than by 3 pm of the working day preceding the day of the general meeting, or cb) the shareholder or its securities account keeper gives evidence to the Board of Directors ofthe lock-up of the shares of the shareholder by presenting an ownership certificate issued by the securities account keeper not later than by 3 pm of the working day preceding the day of the General Meeting. No shareholder may be excluded from exercising his rights at the General Meeting if the foregoing conditions are met. 6) If the conditions set out in Clause 5 are satisfied, the shareholder or its authorised representative, may request its voting card, or its voting block or any other technical instrument used at the general meeting for this purpose accepted by the Board of Directors, appropriate for the identification of the voting person (hereinafter: “voting machine"), at the place of the General Meeting after certifying its identity through signing the list of attendance which entitle him to participate in and vote at the General Meeting." The proposals of the Board of Directors and all other documents relating to the items on the agenda can be inspected at the registered seat of the Company (3700 Kazincbarcika, Bolyai tér 1.) and at the Budapest Branch Office of the Company (1054 Budapest, Szabadság tér 7., Bank Center) on working days from 9:00 a.m. to 3:00 p.m. from April 11 to 26, 2007 as well as from 9:00 a.m. April 11, 2007 on the websites of BorsodChem Nyrt. (www.borsodchem.hu). Only shareholders effectively registered in the share register prior to the General Meeting are entitled to participate and vote at the General Meeting. Shareholders can exercise their rights of participation and vote at the General Meeting either in person or by a duly authorized proxy. At the venue and on the day of the General Meeting between 11.15 a.m. and 11.45 a.m. (or, in case of a repeated General Meeting, between 12.30 a.m. and 12.45 a.m.) the shareholder (by verifying his right for representation) or his/her authorized proxy after verifying his/her identity and concurrently with signing the attendance sheet may call for the voting cards or voting device, which will entitle him/her to attend and vote at the General Meeting. In the case of proxies, the authorization shall be included in an official document or a private document of full probative effect and it – inclusive of documents required for identification – shall be handed over not later than the time of registration. The authorization will also be valid for the repeated General Meeting in case a quorum was not achieved and for the continued General Meeting. The formality of the official document issued outside Hungary or the authorization included in a private document of full probative effect shall comply with the laws related to the legalisation and super-legalisation of documents issued abroad. Conditions for the attendance at the repeated General Meeting in case a quorum was not achieved will be the same as the conditions for the original General Meeting. The repeated General Meeting will have a quorum on the issues of the original agenda regardless of the number of shares with voting rights represented at the General Meeting. We recommend to our honoured shareholders to discuss with their investment service provider keeping their securities accounts the tasks and deadlines required for participating in the identification of shareholders to be arranged by KELER Zrt. if they wish to attend the General Meeting. Kazincbarcika, March 26, 2007 Board of BorsodChem Nyrt. _________________________ Raport ten został również opublikowany na Budapesztańskiej Giełdzie Papierów Wartościowych oraz na Londyńskiej Giełdzie Papierów Wartościowych. Pełna treść niniejszego Raportu zostanie opublikowana w języku polskim w możliwie najkrótszym czasie, jednak nie pó¼niej niż w ciągu 5 dni od dnia dzisiejszego. János Illésy Dyrektor Finansowy odpowiedzialny za Relacje Inwestorskie | |
