CHEMICAL WORKS OF GEDEON RICHTER PLC.
passed by the April 28, 2008 Annual General Meeting
RESOLUTIONS
Resolution of the AGM No.: 1/2008. 04. 28.
The Annual General Meeting (“AGM”) has approved the use of a computerised voting machine for the official counting of the votes during the AGM.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,163,192
Voted against the draft of the resolution: 0
Abstention from the voting: 18
The proportion of the “yes” votes compared with all the votes cast: 100 %
Resolution of the AGM No.: 2/2008. 04. 28.
The AGM has approved that a sound recording shall be made of the proceedings of the AGM in order to assist in the preparation of the minutes of the AGM. The sound recording shall not be used for the purpose of the preparation of a verbatim version of the minutes.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,163,210
Voted against the draft of the resolution: 0
Abstention from the voting: 0
The proportion of the “yes” votes compared with all the votes cast: 100 %
Resolution of the AGM No.: 3/2008. 04. 28.
The AGM has appointed dr. András Szecskay to chair the Annual General Meeting held on April 28, 2008, Mrs. József Figuly to be the keeper of the minutes, Mr. László Godó, an individual shareholder, to confirm the minutes of the meeting, and Mr. Lajos Szisz, to be the chairman of the vote counting committee.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,163,210
Voted against the draft of the resolution: 0
Abstention from the voting: 0
The proportion of the “yes” votes compared with all the votes cast: 100 %
Resolution of the AGM No.: 4/2008. 04. 28.
The AGM - taking into account and accepting the Report submitted by Deloitte Ltd., in its capacity as statutory auditor of the Company, and the Report submitted by the Supervisory Board - has acknowledged and approved the Report of the Board of Directors of the Company regarding the operation and business activities of the Company in the 2007 business year.
Number of votes cast: 7,163,164
Voted in favour of the draft of the resolution: 7,155,141
Voted against the draft of the resolution: 0
Abstention from the voting: 8,023
The proportion of the “yes” votes compared with all the votes cast: 99.89 %
Resolution of the AGM No.: 5/2008. 04. 28.
The AGM has approved the payment of HUF 8,362,062,000 as a dividend (which is equal to 45% of the face value of the common shares, that is HUF 450 per share) relating to the common shares from the 2007 after-tax profit of the Company amounting to HUF 33,832,508,064 The AGM instructed the Board of Directors to pay the dividends proportionally with the number of shares to the common shareholders registered in the Share-Register on June 9, 2008. The payment of the dividends shall commence on June 16, 2008. The detailed rules of the dividends payments shall be set out and published by May 27, 2008 by the Board of Directors.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,154,529
Voted against the draft of the resolution: 14
Abstention from the voting: 8,667
The proportion of the “yes” votes compared with all the votes cast: 99.88 %
Resolution of the AGM No.: 6/2008. 04. 28.
The AGM has approved that the amount of HUF 25,470,446,064 - which amount remained from the HUF 33,832,508,064 after-tax profit of the Company for the business year 2007, after the payment of the dividends relating to the common shares - shall be deposited into the accumulated profit reserves of the Company.
Number of votes cast: 7,163,187
Voted in favour of the draft of the resolution: 7,154,553
Voted against the draft of the resolution: 0
Abstention from the voting: 8,634
The proportion of the “yes” votes compared with all the votes cast: 99.88 %
Resolution of the AGM No.: 7/2008. 04. 28.
The AGM has accepted and has approved the 2007 Annual Report of the Company, including the audited 2007 balance sheet with a total of HUF 325,785 million and HUF 33,832 million as the after-tax profit, prepared and audited in accordance with Hungarian accounting principles by Deloitte Ltd. (Tamás Horváth, auditor).
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,135,932
Voted against the draft of the resolution: 0
Abstention from the voting: 27,278
The proportion of the “yes” votes compared with all the votes cast: 99.62 %
Resolution of the AGM No.: 8/2008. 04. 28.
The AGM - taking into account and accepting the Report submitted by Deloitte Ltd., in its capacity as statutory auditor of the Company, and the Report submitted by the Supervisory Board - has acknowledged and approved the consolidated Report of the Board of Directors regarding the operation and business activities of the Richter Group in the 2007 business year prepared in accordance with international accounting standards, with a balance sheet total of HUF 347,963 million and HUF 33,971 million as the after-tax profit.
Number of votes cast: 7,163,187
Voted in favour of the draft of the resolution: 7,155,164
Voted against the draft of the resolution: 0
Abstention from the voting: 8,023
The proportion of the “yes” votes compared with all the votes cast: 99.89 %
Resolution of the AGM No.: 9/2008. 04. 28.
The AGM - taking into account the approval by the Supervisory Board - has acknowledged and approved the Corporate Governance Report of the Company as proposed by the Board of Directors of the Company.
Number of votes cast: 7,163,196
Voted in favour of the draft of the resolution: 7,135,771
Voted against the draft of the resolution: 0
Abstention from the voting: 27,425
The proportion of the “yes” votes compared with all the votes cast: 99.62 %
Resolution of the AGM No.: 10/2008. 04. 28.
The AGM has authorized the Board of Directors of the Company to purchase its own common shares (i.e. shares issued by Gedeon Richter Plc.), by the date of the year 2008 AGM, either in circulation on or outside the stock exchange, the aggregated nominal value of which shall not exceed 10% of the then prevailing registered capital of the Company (that is 1,863,748 shares prior to or 2,484,998 shares after the completion of the capital increase decided by the EGM held on December 18, 2007) and at a purchase price which shall not be higher than +10% of the trading price at the stock exchange. The purchase of its own shares shall serve the following purposes:
- the facilitation of the realization of Richter’s strategic objectives, thus particularly the use of its own shares as means of payment in acquisition transactions
- the assurance of shares required for the incentive systems for Richter’s share-based employees and executive employees.
Number of votes cast: 7,163,187
Voted in favour of the draft of the resolution: 5,214,376
Voted against the draft of the resolution: 77,777
Abstention from the voting: 1,871,034
The proportion of the “yes” votes compared with all the votes cast: 72.79 %
Resolution of the AGM No.: 11/2008. 04. 28.
The AGM has not approved the modification of resolutions no. 7/2007.12.18., 9/2007.12.18 and 10/2007.12.18 passed by the EGM held on December 18, 2007 upon registration by the Court of Registration so that the new common shares to be issued in the course of the capital increase decided by the EGM shall be series "C" common shares first entitled to dividends from the profits of the year 2008 ("törtosztalékos C sorozat") instead of series "D" common shares. The EGM resolutions no. 7/2007.12.18., 9/2007.12.18 and 10/2007.12.18 shall otherwise remain unchanged.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 4,406,613
Voted against the draft of the resolution: 864,990
Abstention from the voting: 1,891,607
The proportion of the “yes” votes compared with all the votes cast: 61.52 %
Resolution of the AGM No.: 12/2008. 04. 28.
The AGM has not approved the amendment of the Company’s Statutes according to Annex 1 attached to the Minutes of the AGM.
Number of votes cast: 7,163,141
Voted in favour of the draft of the resolution: 5,117,342
Voted against the draft of the resolution: 154,192
Abstention from the voting: 1,891,607
The proportion of the “yes” votes compared with all the votes cast: 71.44 %
Resolution of the AGM No.: 13/2008. 04. 28.
The AGM has approved the re-election of William de Gelsey as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,144,335
Voted against the draft of the resolution: 10,227
Abstention from the voting: 8,648
The proportion of the “yes” votes compared with all the votes cast: 99.74%
Resolution of the AGM No.: 14/2008. 04. 28.
The AGM has approved the re-election of Erik Bogsch as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,163,196
Voted against the draft of the resolution: 0
Abstention from the voting: 14
The proportion of the “yes” votes compared with all the votes cast: 100 %
Resolution of the AGM No.: 15/2008. 04. 28.
The AGM has approved the re-election of dr. László Kovács as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,125,122
Voted against the draft of the resolution: 10,227
Abstention from the voting: 27,861
The proportion of the “yes” votes compared with all the votes cast: 99.47 %
Resolution of the AGM No.: 16/2008. 04. 28.
The AGM has approved the re-election of dr. Tamás Mészáros as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,124,998
Voted against the draft of the resolution: 10,227
Abstention from the voting: 27,985
The proportion of the “yes” votes compared with all the votes cast: 99.47 %
Resolution of the AGM No.: 17/2008. 04. 28.
The AGM has approved the re-election of dr. Gábor Perjés as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,192
Voted in favour of the draft of the resolution: 7,124,993
Voted against the draft of the resolution: 10,296
Abstention from the voting: 27,903
The proportion of the “yes” votes compared with all the votes cast: 99.47 %
Resolution of the AGM No.: 18/2008. 04. 28.
The AGM has approved the election of dr. Szilveszter Vizi E. as Member of the Board of Directors for a period of 3 years expiring on April 30, 2011.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,163,132
Voted against the draft of the resolution: 55
Abstention from the voting: 23
The proportion of the “yes” votes compared with all the votes cast: 100 %
Resolution of the AGM No.: 19/2008. 04. 28.
The AGM has approved the honoraria for the members of the Company’s Board of Directors for 2008 effective as of January 1, 2008 according to the following:
President of the Board of Directors HUF 580,000/month
Members of the Board of Directors HUF 480,000/month
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,150,205
Voted against the draft of the resolution: 4,880
Abstention from the voting: 8,125
The proportion of the “yes” votes compared with all the votes cast: 99.82 %
Resolution of the AGM No.: 20/2008. 04. 28.
The AGM has approved the honoraria for the members of the Company’s Supervisory Board in regard to the 2008 business year as of January 1, 2008 as follows:
Chairman of the Supervisory Board: 420,000 HUF/month Members of the Supervisory Board: 340,000 HUF/month/member
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,155,039
Voted against the draft of the resolution: 46
Abstention from the voting: 8,125
The proportion of the “yes” votes compared with all the votes cast: 99.89 %
Resolution of the AGM No.: 21/2008. 04. 28.
The AGM has approved the re-election of Deloitte Ltd. (H-1068 Budapest, Dózsa György út 84/C., registration no.: 000083, individual auditor in charge: Tamás Horváth, registration no.: 003449) as the Company’s statutory auditor for a period of one year expiring on April 30, 2009, but not later than the approval of the 2008 consolidated report.
Number of votes cast: 7,163,210
Voted in favour of the draft of the resolution: 7,155,164
Voted against the draft of the resolution: 0
Abstention from the voting: 8,046
The proportion of the “yes” votes compared with all the votes cast: 99.89 %
Resolution of the AGM No.: 22/2008. 04. 28.
The AGM has approved the honoraria amounting to HUF 25 million + VAT for Deloitte Ltd. for its performance as auditor of the Company in 2008. The honoraria includes the fee for the auditing of the non-consolidated 2008 annual report in accordance with both the Hungarian accounting act and IFRS accounting principles, the fee for the auditor's report relating to the 2008 consolidated report prepared in accordance with IFRS accounting principles, the fee for auditing the Company’s interim financial statement which shall be completed on the accounting date of August 31, 2008 in accordance with the Hungarian accounting act, and the reviewing of the quarterly reports prepared for the Hungarian Stock Exchange.
Number of votes cast: 7,163,187
Voted in favour of the draft of the resolution: 7,155,053
Voted against the draft of the resolution: 23
Abstention from the voting: 8,111
The proportion of the “yes” votes compared with all the votes cast: 99.89 %
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Chemical Works of Gedeon Richter Plc.