CHEMICAL WORKS OF GEDEON RICHTER PLC.
(registration no.: Cg. 01-10-040944, registered seat: Gyömrői út 19-21., H-1103 Budapest)
(the "Company")
Resolutions passed by the December 18, 2007 Extraordinary General Meeting
("EGM")
RESOLUTIONS
Resolution of the EGM No.: 1/2007.12.18
(Voting summary generated as computer print-out No.1)
The Extraordinary General Meeting ("EGM") has approved the use of a computerised voting machine for the official counting of the votes during the EGM.
Number of votes cast: 7,880,547
Voted in favour of the draft of the resolution: 7,880,547
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 EGM No.: 2/2007.12.18
(Voting summary generated as computer print-out No.2)
The EGM has approved that a sound recording shall be made of the proceedings of the EGM in order to assist in the preparation of the minutes of the EGM. The sound recording shall not be used for the purpose of the preparation of a verbatim version of the minutes.
Number of votes cast: 7,880,926
Voted in favour of the draft of the resolution: 7,880,489
Voted against the draft of the resolution: 437
Abstention from the voting: 0
The proportion of the “yes” votes compared with all the votes cast: 99,99%
Resolution of the EGM No.: 3/2007.12.18.
(Voting summary generated as computer print-out No.3)
The EGM has appointed Dr. András Szecskay to chair the Extraordinary General Meeting held on December 18, 2007, Mrs. Figuly Józsefné to be the keeper of the minutes, Mr. László Godó, an individual shareholder, to confirm the minutes of the meeting, and Lajos Szisz, to be the chairman of the vote counting committee.
Number of votes cast: 7,879,918
Voted in favour of the draft of the resolution: 7,879,906
Voted against the draft of the resolution: 0
Abstention from the voting: 12
The proportion of the “yes” votes compared with all the votes cast: 100%
Resolution of the EGM No.: 4/2007.12.18.
(Voting summary generated as computer print-out No.4)
The EGM has acknowledged and approved the report of the Supervisory Board of the Company regarding the approval of the resolutions proposed by the Board of Directors for approval by the EGM.
Number of votes cast: 7,779,079
Voted in favour of the draft of the resolution: 7,779,079
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 EGM No.: 5/2007.12.18.
(Voting summary generated as computer print-out No.5)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has approved, - taking into account and accepting the report submitted by the Board of Directors and the report submitted by the Supervisory Board -, the agreement entered into on November 14, 2007 by the Company and by Genefar BV (a company registered and existing in the Netherlands, registration no.: 33250246, with its registered seat at De Boelelaan 7, 1083HJ Amsterdam) ("Genefar BV") relating to the acquisition by the Company of 99.65% of the shares of Zakłady Farmaceutyczne Polpharma S.A., a company registered and existing under the laws of Poland (registration no.: 127044), with its registered seat at ul. Peplińska 19, 83-200 Starogard Gdański, Poland ("Polpharma"), in exchange for the new shares issued in the course of the increase of the Company's registered capital (the “Agreement”).
Number of votes cast: 7,778,941
Voted in favour of the draft of the resolution: 7,768,941
Voted against the draft of the resolution: 0
Abstention from the voting: 10,000
The proportion of the “yes” votes compared with all the votes cast: 99,87%
Resolution of the EGM No.: 6/2007.12.18.
(Voting summary generated as computer print-out No.6)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has acknowledged the information submitted by the Board of Directors to the EGM on the agreement entered into on November 14, 2007 with Genefar BV, Brinsmeadow Investments Limited, IESH Industrial Engineering Solutions Holdings N.V., and Interholdco Corporation N.V., as sellers relating to the acquisition by the Company of 80.62% of the shares of OAO "Akrikhin Pharmaceuticals Co", ("Akrihin Shares") a joint stock company incorporated under the laws of the Russian Federation with its registered office at 29 Kirova Street, Staraya Kupavna, Moscow Region, 142450 the Russian Federation, registration number 1025003911570 ("Akrihin"), in exchange for the new shares to be issued in the course of the subsequent increase of the Company's registered capital by the Board of Directors in its own competence, after the closing of the agreement (the “Akrihin Agreement”).
Number of votes cast: 7,880,926
Voted in favour of the draft of the resolution: 7,864,830
Voted against the draft of the resolution: 0
Abstention from the voting: 16,096
The proportion of the “yes” votes compared with all the votes cast: 99,80%
Resolution of the EGM No.: 7/2007.12.18.
(Voting summary generated as computer print-out No.7)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has approved the increase of the Company's registered capital from the current HUF 18,637,486,000 with HUF 6,212,497,000 to HUF 24,849,983,000 through the private issuance for Genefar BV (registration no.: 33250246; registered seat: De Boelelaan 7, 1083HJ Amsterdam, Netherlands) - on the basis of the preliminary subscription declaration made by Genefar BV in accordance with the provisions of the Companies Act, - of 6,212,497 new dematerialized series "D" registered common shares with a nominal value of HUF 1,000 and an issue value of HUF 37,154, that is thirty-seven-thousand one-hundred-and-fifty-four forint each, first entitled to dividends from the profits of the business year 2008, otherwise ranking pari passu with the existing shares of the Company ("New Shares"), against an in-kind contribution.
The in kind contribution to be provided by Genefar BV in exchange for the New Shares shall be 99.65% (ninety nine and sixty five hundredth per cent) of the shares in Zakłady Farmaceutyczne Polpharma S.A. ("Polpharma Shares" or “Contribution”), free of any encumbrance, on the basis of Polpharma being delivered on a cash-free and financial debt-free basis with the target working capital of PLN 250 million. In case Genefar BV holds less than 99,65% but more than or equal to approximately 99,3 % of all shares in Polpharma representing the in-kind contribution at the closing of the Agreement (that is on the Subscription Day) that was approved by the EGM resolution 5/2007.12.18, Genefar BV shall provide to the Company an additional value supplement of 88 EUR with respect to each missing number of Polpharma Share.
The value of the Polpharma Shares is HUF 230,819,113,538, that is two-hundred-thirty-billion eight-hundred-nineteen-million hundred-thirteen-thousand five-hundred-and-thirty-eight forint as confirmed by KPMG Hungária Kft. (registered seat: H-1139 Budapest, Váci út 99., registration nr.: 01-09-063183), the independent auditor conducting the preliminary assessment and the valuation of the Polpharma Shares. On the basis of § 209 (3) of the Companies Act, the Board of Directors shall arrange for the publication of the valuation of KPMG in the Company Gazette simultaneously to submitting to the Court of Registration the request to register the modifications.
The entire issue value shall be paid, that is the entire Contribution must be provided to the Company by Genefar BV, being designated for the subscription of the shares, simultaneously to the subscription to be made on the Subscription Day (which is the time limit for making the final subscription declaration), which shall be a business day designated by the Company in the subscription notice to Genefar BV, which day shall be within 10 days from the satisfaction of the conditions precedents set forth in sections 3.1 to 3.8 of the Agreement, including (but not limited to) the obtaining of the applicable merger control approval.
Number of votes cast: 7,779,140
Voted in favour of the draft of the resolution: 7,769,140
Voted against the draft of the resolution: 0
Abstention from the voting: 10,000
The proportion of the “yes” votes compared with all the votes cast: 99,87%
Resolution of the EGM No.: 8/2007.12.18.
(Voting summary generated as computer print-out No.8)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has decided to approve the proposal presented by the Board of Directors and to exclude the exercise of the preferential subscription rights of other shareholders with respect to the portion of the Contribution which is eventually to be paid by Genefar BV in cash, in case Genefar BV holds less than 99.65% but more than or equal to approximately 99.3% of all the shares in Polpharma on the Subscription Day, in which case Genefar BV shall provide to the Company an additional value supplement of 88 EUR with respect to each missing number of Polpharma Share. On the basis of § 313 (4) of the Companies Act, the Board of Directors shall arrange for the publication of an announcement regarding the contents of the present resolution in the Company Gazette simultaneously to submitting to the Court of Registration the present resolution of the EGM excluding the exercise of the preferential subscription rights.
Number of votes cast: 7,779,079
Voted in favour of the draft of the resolution: 7,769,079
Voted against the draft of the resolution: 0
Abstention from the voting: 10,000
The proportion of the “yes” votes compared with all the votes cast: 99,87%
Resolution of the EGM No.: 9/2007.12.18.
(Voting summary generated as computer print-out No.9)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has approved the listing of 6,212,497 new registered series “D” ordinary shares with a nominal value of HUF 1,000 each on the Budapest Stock Exchange and to the Luxembourg Stock Exchange subject to the closing of the Agreement and the preparation of the necessary documentation after the registration by the Metropolitan Court of Registration of the capital increase.
Number of votes cast: 7,779,079
Voted in favour of the draft of the resolution: 7,768,533
Voted against the draft of the resolution: 0
Abstention from the voting: 10.546
The proportion of the “yes” votes compared with all the votes cast: 99,86%
Resolution of the EGM No.: 10/2007.12.18.
(Voting summary generated as computer print-out No.10)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM - depending on the closing of the Akrihin Agreement and the increase of the Company's share capital by the Board of Directors within its competence - has approved the listing on the Budapest Stock Exchange and to the Luxembourg Stock Exchange of 593,684 new registered series “D” ordinary shares with a nominal value of HUF 1,000 each to be issued by the resolution of the Board of Directors, subject to the closing of the Akrihin Agreement and the preparation of the necessary documentation after the registration by the Metropolitan Court of Registration of such capital increase.
Number of votes cast: 7,880,907
Voted in favour of the draft of the resolution: 7,870,907
Voted against the draft of the resolution: 0
Abstention from the voting: 10,000
The proportion of the “yes” votes compared with all the votes cast: 99,87%
Resolution of the EGM No.: 11/2007.12.18.
(Voting summary generated as computer print-out No.11)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has acknowledged the resignation of Dr. György Bíró as a member of the Board of Directors with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,301
Voted in favour of the draft of the resolution: 7,865,782
Voted against the draft of the resolution: 0
Abstention from the voting: 14,519
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 12/2007.12.18.
(Voting summary generated as computer print-out No.12)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has acknowledged the resignation of Dr. Jenő Koltay as a member of the Board of Directors with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,912
Voted in favour of the draft of the resolution: 7,866,338
Voted against the draft of the resolution: 0
Abstention from the voting: 14,574
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 13/2007.12.18
(Voting summary generated as computer print-out No.13)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has elected Jerzy Starak to the Board of Directors for a definite period of time expiring on April 30, 2011, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,903
Voted in favour of the draft of the resolution: 7,867,110
Voted against the draft of the resolution: 0
Abstention from the voting: 13,793
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 14/2007.12.18
(Voting summary generated as computer print-out No.14)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has elected Gabriel Wujek to the Board of Directors for a definite period of time expiring on April 30, 2011, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,823
Voted in favour of the draft of the resolution: 7,867,030
Voted against the draft of the resolution: 0
Abstention from the voting: 13,793
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 15/2007.12.18
(Voting summary generated as computer print-out No.15)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has elected Markus Sieger to the Board of Directors for a definite period of time expiring on April 30, 2011, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,338
Voted in favour of the draft of the resolution: 7,866,531
Voted against the draft of the resolution: 0
Abstention from the voting: 13,807
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 16/2007.12.18.
(Voting summary generated as computer print-out No.16)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has re-elected William de Gelsey, the chairman of the Board of Directors to the Board of Directors for a definite period of time expiring on April 30, 2011, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,964
Voted in favour of the draft of the resolution: 7,866,999
Voted against the draft of the resolution: 20
Abstention from the voting: 13,945
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 17/2007.12.18.
(Voting summary generated as computer print-out No.17)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has re-elected Erik Bogsch, the managing director to the Board of Directors for a definite period of time expiring on April 30, 2011, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,585
Voted in favour of the draft of the resolution: 7,866,792
Voted against the draft of the resolution: 0
Abstention from the voting: 13,793
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 18/2007.12.18.
(Voting summary generated as computer print-out No.18)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM has elected Piotr Bardzik to the Supervisory Board for a definite period of time expiring on April 30, 2009, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,884
Voted in favour of the draft of the resolution: 7,867,036
Voted against the draft of the resolution: 0
Abstention from the voting: 13,848
The proportion of the “yes” votes compared with all the votes cast: 99,82%
Resolution of the EGM No.: 19/2007.12.18.
(Voting summary generated as computer print-out No.19)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM - conditionally to the subscription on the Subscription Day by Genefar BV to the New Shares - has approved the amendment of the Company’s Statutes according to Annex 1 attached hereto, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,492
Voted in favour of the draft of the resolution: 7,133,473
Voted against the draft of the resolution: 69,735
Abstention from the voting: 677,284
The proportion of the “yes” votes compared with all the votes cast: 90,52%
Resolution of the EGM No.: 20/2007.12.18.
(Voting summary generated as computer print-out No.20)
Subject to the approval of all other resolutions submitted to the EGM today, the EGM - conditionally to the subscription on the Subscription Day by Genefar BV to the New Shares - has approved the consolidated version of the Statutes including the amendments approved to date as attached under Annex 2 hereto, with effect as of the registration by the Metropolitan Court of Registration of the capital increase issuing the New Shares.
Number of votes cast: 7,880,423
Voted in favour of the draft of the resolution: 7,799,665
Voted against the draft of the resolution: 69,758
Abstention from the voting: 11,000
The proportion of the “yes” votes compared with all the votes cast: 98,98%
_________
The above Resolutions have been duly approved by the EGM of Chemical Works of Gedeon Richter Plc. held on December 18, 2007.
Chemical Works of Gedeon Richter Plc.