| Dotyczy: Uchwały Rocznego Zwyczajnego Walnego Zgromadzenia Akcjonariuszy BorsodChem Rt. odbytego w dniu 28 kwietnia 2006 r. BorsodChem Rt. niniejszym publikuje w języku angielskim pełny tekst Uchwał Rocznego Zwyczajnego Walnego Zgromadzenia Akcjonariuszy Spółki, odbytego w dniu 28 kwietnia 2006 r.: _________________________ The Annual General Meeting of BorsodChem Rt., held on April 28, 2006, has approved the following resolutions: Resolution of the Annual General Meeting no. 1/2006 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 44,625,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 2/2006 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 44,625,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 3/2006 The Annual General Meeting elected Miklós Hanti and Péter Lengyel as poll clerks. The Annual General Meeting approved this resolution with 44,625,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 4/2006 The General Meeting – on the basis of the reports of the Board of Directors, the Supervisory Board and the Auditor – approves the audited annual reports of the Company with the following main figures: - Annual reports for the year 2005 consolidated in accordance with IFRS representing HUF 237,941 million balance sheet total and HUF 14,457 million net profit. - Annual reports for the year 2005 in accordance with Hungarian Accounting Rules representing HUF 195,873 million balance sheet total and HUF 13,413 million profit after tax. Following the business year of 2005, the General Meeting resolves that a dividend of HUF 50.35 per share shall be payable. The General Meeting authorizes the Board of Directors to organize the payment of dividends. Dividend payment after the 2005 business year will take place on June 08, 2006. Considering the proposed dividend: - Net profit indicated in the annual report for the year 2005 consolidated in accordance with IFRS is HUF 14,457 million. - The profit for the year indicated in the annual report for the year 2005 in accordance with Hungarian Accounting Rules is HUF 9,257 million. The Annual General Meeting approved this resolution with 43,906,574 votes for yes, (98.39%), 0 (0%) vote for no and with 718,671 (1.61%) abstention. Resolution of the Annual General Meeting no. 5/2006 The General Meeting approves the work of the Board of Directors in relation to Corporate Governance Recommendations in the financial year 2005 and its report drawn up thereon. The Annual General Meeting approved this resolution with 43 906 574 votes for yes, (98,39%), 0 (0%) vote for no and with 718 671 (1,61%) abstention. Resolution of the Annual General Meeting no. 6/2006 As per the last paragraph of 8.§ 35) of the Articles of Association, the General Meeting approves to make a decision in the course of the current General Meeting on certain proposals of the modification of the Articles of Association with separate resolutions. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 7/2006 The General Meeting amends 1.§ 1) of the Articles of Association as follows: “1.§ 1) Company name: BorsodChem Nyilvánosan Mûködõ Részvénytársaság* Abbreviated company name: BorsodChem Nyrt."** * BorsodChem Public Limited Company **BorsodChem PLC The Annual General Meeting approved this resolution with 43,720,322 votes for yes, (97.99%), 898,923 (2.01%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 8/2006 The General Meeting hereby amends 1.§ 2) of the Articles of Association as follows: “1.§ 2) Head office: 3700 Kazincbarcika, Bolyai tér 1." The Annual General Meeting approved this resolution with 43,720,322 votes for yes, (97.99%), 898,923 (2.01%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 9/2006 The General Meeting hereby deletes the branch establishment under “H-1051 Budapest, Váci u. 55. szám" from 1. § 3) of the Articles of Association and accordingly the restated text of 1. § 3) of the Articles of Association shall read as follows: "1.§ 3) The establishments of the Company are as follows: H-1054 Budapest, Szabadság tér 7., Bank Center, H-4200 Hajdúszoboszló, Wesselényi út 36. szám, H-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 43,720,322 votes for yes, (97.99%), 898,923 (2.01%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 10/2006 The General Meeting deletes the daily paper Világgazdaság from the official announcement papers as determined in 15.§ of the Articles of Association – as well as the passage “furthermore – after listing the Company’s shares on the stock exchange –" and amends and restates 15.§ as follows: “The Company publishes its announcements in the paper entitled Magyar Tõkepiac. In cases stipulated by the law, the given announcement shall also be published in the Company Bulletin. Providing statutes and/or the regulations of the Budapest Stock Exchange render possible, the Company can publish its announcement electronically on the Internet as well." The Annual General Meeting approved this resolution with 43,720,322 votes for yes, (97.99%), 898,923 (2.01%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 11/2006 By the proposal of the Nomination Committee and the recommendation of the Board of Directors, the General Meeting renews the Board membership of Dr Heinrich Georg Stahl (mother’s name: Hanna Kraus; address: A-1130 Vienna, Sebastian Brunner Gasse 11, Austria) for a period of 3 years, dating from the day of this present General Meeting, i.e. April 28, 2006 until April 28, 2009. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 12/2006 By the proposal of the Nomination Committee and the recommendation of the Board of Directors, the General Meeting renews the Board membership of Mr Ferenc Bartha (mother’s name: Ilona Márton; address: 1022 Budapest, Eszter u. 2.) for a period of 3 years, dating from the day of this present General Meeting, i.e. April 28, 2006 until April 28, 2009. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 13/2006 By the proposal of the Nomination Committee and the recommendation of the Board of Directors, the General Meeting elects the Board membership of Mr Tamás Purzsa (mother’s name: Mária Oltyán; address: 3519 Miskolc, Pákozd u. 4/A) for a period of 3 years, dating from the day of this present General Meeting, i.e. April 28, 2006 until April 28, 2009. The Annual General Meeting approved this resolution with 30,347,823 votes for yes, (68.02%), 14,271,422 (31.98%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 14/2006 By the recommendation of the Nomination Committee and the proposal of the Board of Directors, the General Meeting of the Company renews the Supervisory Board membership of Dr Christian Riener (mother’s name: Roswitha Ellinger; address: 1010 Vienna, Tagetthoffstraße 7., Austria) for 3 years, dating from the day of this present General Meeting, i.e. April 28, 2006 until April 28, 2009. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 15/2006 By the recommendation of the Nomination Committee and the proposal of the Board of Directors, the General Meeting of the Company renews the Supervisory Board membership of Dr Zoltán Varga (mother’s name: Rozália Rózsa Molnár; address: 1037 Budapest, Hegyoldal u. 1/A. I/3.) for 3 years, dating from the day of this present General Meeting, i.e. April 28, 2006 until April 28, 2009. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 16/2006 The General Meeting elects Mr Zsolt Bukszár to be a member of the Supervisory Board for a period of 3 years (mother’s name: Irén Jenyó; address: 3770 Sajószentpéter, Eperjesi út 28.), whose as The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 17/2006 The General Meeting elects Mr Csaba Fáczán to be a member of the Supervisory Board for a period of 3 years (mother’s name: Havellánt Ilona; address: 3700 Kazincbarcika, Pollack M. út 10. VIII/3.), whose assignment is dated from the day of this present General Meeting, i.e. May 1, 2006. The Annual General Meeting approved this resolution with 44,618,245 votes for yes, (100%), 0 (0%) vote for no and with 1,000 (0%) abstention. Resolution of the Annual General Meeting no. 18/2006 By the recommendation of the Remuneration Committee of the Board of Directors, the General Meeting of the Company leaves the remuneration of the members of the Board of Directors and determines it for the year 2006 as follows: Non-executive Members of the Board of Directors: HUF 10,200,000 p.a., i.e. HUF 850,000/month Executive Members of the Board of Directors: HUF 3,850,000 p.a., i.e. HUF 320,800/month Chief Executive Officer as a Member of the Board of Directors: HUF 4,350,000 p.a., i.e. HUF 362,500/month. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 19/2006 By the recommendation of the Remuneration Committee of the Board of Directors, the General Meeting of the Company leaves the remuneration of the members of the Supervisory Board and determines it for the year 2006 as follows: Chairman of the Supervisory Board: HUF 6,000,000 p.a., i.e. HUF 500,000/month External Members of the Supervisory Board: HUF 4,800,000 p.a., i.e. HUF 400,000/month Employee Representative Members of the Supervisory Board: HUF 5,160,000 p.a., i.e. HUF 430,000/month The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 20/2006 By the recommendation of the Board of Directors, along with maintaining the mandate and based on the direction of Deloitte Auditing and Consulting Company Ltd. auditing firm (head office: 1068 Budapest, Dózsa György út 84/C.) appointed for the period starting as of January 1, 2005 until December 31, 2006, i.e. two financial years, the General Meeting of the Company commissions Tamás Horváth partner (mother’s name: Veronika Grósz; address: 1029 Budapest, Ördögárok utca 100.) appointed auditor for the 2006 financial year. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Resolution of the Annual General Meeting no. 21/2006 By the recommendation of the Audit Committee and the Remuneration Committee and the proposal of the Board of Directors, the General Meeting of the Company approves the remuneration of the Company’s registered auditor Tamás Horváth partner (mother’s name: Veronika Grósz; address: 1029 Budapest, Ördögárok utca 100.) of Deloitte Auditing and Consulting Ltd. (head office: 1068 Budapest, Dózsa György út 84/C.) for the 2006 financial year, a remuneration of HUF 23.000.000., i.e.twenty-three million Hungarian Forint. The Annual General Meeting approved this resolution with 44,619,245 votes for yes, (100%), 0 (0%) vote for no and with (0%) abstention. Appendix of the Resolution of the Annual General Meeting no. 13/2006 Tamás Purzsa (Deputy CEO and Technical Director) qualified as a chemical engineer from the Chemical University of Romania in 1979. Mr. Purzsa has undertaken various roles within the Company since joining in 1979, including the role of MDI business unit Director. He was appointed to his current role as Technical Director at the Directorate for Technical Affairs and Safety Engineering and Deputy to the CEO in 2000. Appendix of the Resolution of the Annual General Meeting no. 16/2006 1983 Operations technician, CPE Plant, BVK as 1st work place 1983 Member of Kazincbarcika Chemists’ Trade Union 1987 Operations technician, Polymer II Plant 1996 Explosion-proof equipment mechanic 1997 Explosion-proof equipment operator “OKJ" (National Training Register) qualifying special course 2000 Control room operator at TDA section of TDI Plant 2002-2005 Vice Chairman, Works Council 2002 Chemical Engineer student (4th year) at the Technical College of Kossuth Lajos University of Science in Debrecen 2005 Works Council Member October 2005 Production Dispatcher, BorsodChem Rt. Appendix of the Resolution of the Annual General Meeting no. 17/2006 I started work at BVK, i.e. the legal predecessor of BC Rt., in 1988 as a certified mining-machine and electrical engineer. As an engineer of the electricity facility at the Investment Department I participated in the implementation of MDI and VFI capital expenditures. Following the capital expenditures I worked as an electric designer and later as an expert. I graduated from the College of Finance and Accounting in Budapest as a specialized economist in 1996. In 1996 I started work at the Energy Supply Office where I work at present. Here I actively took part in the successful entrance of BC into the liberalized electricity market. Securing to supply BC Rt. with electricity continues to be one of my core tasks presently. I have an intermediate level exam in German. As an employee Supervisory Board member I took part in the work of the Supervisory Board from 1999 to 2003. Kazincbarcika, April 28, 2006 BorsodChem Rt. _________________________ 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. Miklós Hanti Dyrektor Departamentu Relacji Inwestorskich. | |
