| Węgierska Spółka Akcyjna BorsodChem Rt. publikuje poniżej treść Uchwał w języku angielskim podjętych przez Zwyczajne Walne Zgromadzenie Akcjonariuszy BorsodChem Rt., które odbyło się w dniu 29 kwietnia 2005 roku. _________________________ The Annual General Meeting of BorsodChem Rt., held on April 29, 2005, has approved the following resolutions: Resolution of the Annual General Meeting no. 01/2005 The Annual General Meeting elected Dr. András Posztl for conforming the minutes of the meeting, who represents VCP Industrie Beteiligungen AG. The Annual General Meeting approved this resolution with 35,038,570 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 02/2005 The Annual General Meeting elected László Hazafi for conforming the minutes of the meeting, who represents The Bank of New York. The Annual General Meeting approved this resolution with 35,038,570 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 03/2005 The General Meeting elected Miklós Hanti and Péter Lengyel as poll clerks. The Annual General Meeting approved this resolution with 35,038,570 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 04/2005 On the basis of the report of the Board of Directors, the Supervisory Board and the Auditor, the General Meeting approves the audited annual reports of the Company with the following main figures: - Annual report for the year 2004 consolidated in accordance with IFRS representing HUF 208,061 million balance sheet total and HUF 17,147 million net profit. - Annual report for the year 2004 in accordance with Hungarian Accounting Rules representing HUF 170,380 million balance sheet total and HUF 17,134 million profit after tax. - Annual report for the year 2004 consolidated in accordance with Hungarian Accounting Rules representing HUF 198,434 million balance sheet total and HUF 18,367 million profit after tax. The General Meeting resolves that a dividend of HUF 44.30 per share shall be payable for the year 2004. Owing to the treasury shares held by the Company and the adjustment of dividend in accordance with the Articles of Association the dividend payable for 2004 shall be HUF 45 per share. The General Meeting authorizes the Board of Directors to organize the payment of dividends. The dividends shall be payable from 8th June 2005 for the financial year 2004. Taking into account the approved dividend the Company hereby resolves that: - the net profit indicated in the annual report for year 2004 consolidated in accordance with IFRS is HUF 17,147 million; - the profit for the year indicated in the annual report for year 2004 prepared in accordance with Hungarian Accounting Rules is HUF 13,477 million; - the profit for the year indicated in the annual report for year 2004 consolidated in accordance with Hungarian Accounting Rules is HUF 14,710 million. The Annual General Meeting approved this resolution with 34,771,846 votes for yes, (99.24%), 6,800 (0.02%) vote for no and with 259,924 (0.74%) abstention. Resolution of the Annual General Meeting no. 05/2005 The Articles of Association point 8.§ 35) with the description of the last ending sentence of the General Meeting approve that the current General Meeting and proposal changes to the articles of association may only be accepted by individual resolutions. The Annual General Meeting approved this resolution with 33,898,149 votes for yes, (96.75%), 1,140,421 (3.25%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 06/2005 The General Meeting amends and restates 1.§ 1) of the Articles of Association as follows: “1.§ 1) Company name: BorsodChem Rt." The Annual General Meeting approved this resolution with 29,801,337 votes for yes, (85.05%), 5,222,233 (14,9%) vote for no and with 15,000 (0,04%) abstention. Resolution of the Annual General Meeting no. 07/2005 The General Meeting deletes the branch establishments of the Company at the H-3754 Rakaca-tó, Gyöngyvirág út 1. address from the list of the Company’s establishments set out in 1.§ 3) of the Articles of Association. The restated text of 1.§ 3) shall be as follows: “1.§ 3) The establishments (fióktelep) of the Company are as follows: 1054 Budapest, Szabadság tér 7., Bank Center 1055 Budapest, Váci u. 55. szám, 4200 Hajdúszoboszló, Wesselényi út 36. szám, 3519 Miskolc-Tapolca, Váradi út 5. szám, Berente, külterület, hrsz. 4050, Múcsony, külterület, hrsz. 095/2, 123242 Moscow, Krasznaja Presznya Street 7, Russian Confederation" The Annual General Meeting approved this resolution with 29,801,337 votes for yes, (85.05%), 1,140,421 (3.25%) vote for no and with 4,096,812(11.69%) abstention. Resolution of the Annual General Meeting no. 08/2005 The General Meeting amends and restates 9.§ 20) of the Articles of Association as follows: “9.§ 20) In order to help well-founded decision making by the Board of Directors the Board of Directors shall elect an audit, a nomination, a remuneration and a strategy committee from among its members. The rules relating to the formation and operation of these committees shall be set out in the rules of procedure of the Board of Directors and the rules of procedures of these committees which rules shall be approved by the Board of Directors. Majority of the members of each Committee and the chairman of each Committee except the chairman of the Strategy Committee must be elected from the independent members of the Board of Directors. For the purpose of this section those members shall be regarded independent who are not the employees of the Company or any of its affiliated companies and who do not have any other legal relationship therewith which may give rise to a conflict of interests and may hinder the objective and impartial performance of the Committee’s duties." The Annual General Meeting approved this resolution with 29,801,337votes for yes, (85.05%), 5,222,233 (14.9%) vote for no and with 15,000 (.040%) abstention. Resolution of the Annual General Meeting no. 09/2005 “10.§ 1/A) The members of the Supervisory Board other than the employee representatives must be independent. For the purpose of this section those persons shall be regarded independent who are not the employees of the Company or any of its affiliated companies, and who do not have any other legal relationship therewith which may hinder the objective and impartial performance of the duties of the Supervisory Board." The Annual General Meeting approved this resolution with 29,801,337votes for yes, (85.05%), 5,222,233 (14.9%) vote for no and with 15,000 (.040%) abstention. Resolution of the Annual General Meeting no. 10/2005 “8.§ 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 of the 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." The Annual General Meeting approved this resolution with 29,801,337votes for yes, (85.05%), 5,222,233 (14.9%) vote for no and with 15,000 (.040%) abstention. Resolution of the Annual General Meeting no. 11/2005 The General Meeting amends and restates 14.§ 3) of the Articles of Association as follows: “14.§ 3) Dividends shall be paid upon the resolution on the payment of dividends has been passed. A period of at least 20 business days shall elapse between the date of the resolution on and the commencement date of the payment of dividends. The shareholders shall be notified, at least 10 business days of the commencement date of the payment of dividends by way of a public announcement, of the commencement date, the place and the order of the payment of dividends, as well as of dividends per share adjusted by the amount of dividend per treasury share. Between the dates of publishing the aforementioned Announcements and commencing dividend payment, the Company acts in a way that the stock of treasury shares may not be subject to any changes. With respect to shares listed on the stock exchange, the Company requests a certificate of shareholder identification from the Central Clearing and Depositary House (Budapest) Rt. until the commencement day of dividend payment." The Annual General Meeting approved this resolution with 29,801,337votes for yes, (85.05%), 5,222,233 (14.9%) vote for no and with 15,000 (.040%) abstention. Resolution of the Annual General Meeting no. 12/2005 The General Meeting approves the work of the Board of Directors it performed in the financial year of 2004 in connection with the Corporate Governance Recommendations and the report prepared thereon. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 13/2005 The General Meeting approves the modified Rules of Procedure of the Supervisory Board. The Annual General Meeting approved this resolution with 30,934,958 votes for yes, (88.29%), 4,088,612 (11.67%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 14/2005 The General Meeting renews the Board membership of Mr. Ferenc Márton (mother’s name: Erzsébet Szabó; address: 2120 Dunakeszi, Kisfaludy út 8.), dating from the day of this present General Meeting. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention.. Resolution of the Annual General Meeting no. 15/2005 The General Meeting elects Mr. Kay Gugler (mother’s name: Irmgard Stamm; address: 60488 Frankfurt, Praunheimer Landstraße 154., Germany, .) a Member of the Board for a period of 3 years, dating from October 1, 2005. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 16/2005 The General Meeting re-elects Ms. Judit Bankó as a Member of the Supervisory Board (mother’s name: Judit Gombás; address: 1123 Budapest Ráth Gy. út 1/c.), dating from the day of this present General Meeting. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 17/2005 The remuneration of the members of the Board of Directors for the year 2005 shall be as follows: Non-executive Members of the Board of Directors: HUF 10,200,000 p.a. (HUF 850,000/month) Executive Members of the Board of Directors: HUF 3,850,000 p.a. (HUF 320,833/month) Chief Executive Officer as a Member of the Board of Directors: HUF 4,350,000 p.a. (HUF 362,500/month). The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 18/2005 The remuneration of the members of the Supervisory Board for the year 2005 shall be as follows: Chairman of the Supervisory Board: HUF 6,000,000 p.a. (HUF 500,000/month) External Members of the Supervisory Board: HUF 4,800,000 p.a. (HUF 400,000/month) Employee Representative Members of the Supervisory Board: HUF 5,160,000 p.a. (HUF 430,000/month) The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 19/2005 By the recommendation of the Audit Committee and the proposal of the Board of Directors, the General Meeting of the Company commissions Deloitte Auditing and Consulting Ltd. auditing firm (head office: 1051 Budapest, Nádor u. 21.), Péter Attila Horváth partner (mother’s name: Erzsébet Horváth; address: 1025 Budapest, Zsindely u. 5/A) appointed auditor, for the period starting as of January 1, 2005 until December 31, 2006, i.e. for two financial years, to audit BorsodChem Rt.’s annual accounts prepared in accordance with Hungarian Accounting Rules, annual accounts consolidated in accordance with Hungarian Accounting Rules and to prepare and audit BorsodChem Rt.’s annual accounts prepared in accordance with IFRS. The General Meeting should empower the Board of Directors to conclude the respective agency contract with the auditor. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Resolution of the Annual General Meeting no. 20/2005 By the recommendation of the Audit Committee and the proposal of the Board of Directors, the General Meeting of the Company approves the remuneration of the Company’s registered auditor Péter Attila Horváth partner (mother’s name: Erzsébet Horváth; address: 1025 Budapest, Zsindely u. 5/A) of Deloitte Auditing and Consulting Ltd. auditing firm (head office: 1051 Budapest, Nádor u. 21.) for the 2005 financial year, a remuneration of HUF 22,000,000, i.e. twenty-two million Hungarian forint. The Annual General Meeting approved this resolution with 35,016,770 votes for yes, (99.94%), 6,800 (0.02%) vote for no and with 15,000 (0.04%) abstention. Appendix of the Resolution of the Annual General Meeting no. 15/2005 Kay Gugler, 50 years old, experienced in the leadership of business and change management within private and public companies in chemicals, materials and processing industries. He is qualified as a Master of Business Administration, graduated at University of Frankfurt, 1982. His work experience includes: - 2002- Huntsman International, Vice President – Polyurethane Specialties - 1999-2002 Hunstman International, Vice President – Intermediate Chemicals - 1997-1999 ICI Polyurethanes (ex Atlas Europol) – European Operations Director - 1995-1997 ICI Polyurethanes – Global Business Manager – Elastomers - 1991-1995 ICI Polyurethanes – European Business Manager - Elastomers - 1987-1991 ICI Polyurethanes – International Planning Officer – Polyurethanes - 1984-1987 Deutshe ICI GmbH - Sales Representative – Advanced Materials - 1983-1984 Deutsche ICI GmbH – Customer Service – Films & Sheet - 1982-1983 Thyssen AG – Trainee (on-the-job) Kazincbarcika, April 29, 2005 BorsodChem Rt. _____________________________ Raport ten został również opublikowany na Budapesztańskiej Giełdzie Papierów Wartościowych oraz na Londyńskiej Giełdzie Papierów Wartościowych. BorsodChem Rt. informuje, że pełny tekst niniejszego raportu w języku polskim zastanie opublikowany w możliwie najkrótszym czasie, jednak nie pó¼niej niż w ciągu 5 dni od dnia dzisiejszego. Miklós Hanti Dyrektor Departamentu Relacji Inwestorskich | |
