Disclosure of the Annual Report and the Annual General Meeting of 2019

Agenda of the Annual General Meeting and resolutions to be proposed

1. Resolution to accept the report according to the International Financial Report Standards of 2018, based on the proposal of the Board of Directors, the opinion of the Committee and the statement of the Auditor.
2. Resolution to accept the consolidated report according to the International Financial Report Standards of 2018, based on the proposal of the Board of Directors, the opinion of the Committee and the statement of the Auditor.
3. Resolution on the way of use of the post-tax result, payment and amount of dividend, and on the rules of its payment
4. Resolution on the Corporate Governance Record based on the proposal of the Board of Directors
5. Resolution to evaluate the work of the members of the Board of Directors concluded in 2018, and the handover of the discharge of the members of the Board of Directors
6. Resolution to elect the members of the Board of Directors and to set the remuneration
7. Resolution to elect the members of the Audit Committee and to set the remuneration
8. Resolution to define the principles of the incentive scheme of the allocation of shares, regarding the “Employee Share Service” concerning the members of management and employees.
9. Authorization of the Board of Directors for purchasing and acquiring the company’s own stocks
10. Amendment of Section VII of the Articles of Association (The General Meeting) Article 7.4. and Section VIII (The Board of Directors) Article 8.4. and Section X. (The Audit Committee) Article 10.3.
11. Others

Members are only personally allowed to attend on the General Meeting. The General Meeting is quorate in case more thank half of the representatives eligible to vote are present (rules of the authorization is set out in the Article 7.4.6. of the Articles of Association)

The Shareholder may exercise its right to participate on the General Meeting and vote provided he or she is registered into the registrar of the company until the second business day before the General Meeting, i.e. by 23 April 2019 18.00 pm. and he or she received the ownership certificate issued by the issuer account provider; moreover, provided the Shareholder wishes to act through a representative, the Shareholder made the authorization available until this period.
We hereby inform our respected Shareholders that the closing of the registrar does not limit the registered person’s rights to transfer their rights after the closing of the registrar. The assignment of the share occurred before the starting date of the General Meeting does not exclude the right of the person registered in the registrar to participate in the General Meeting and exercise its rights as a shareholder.

The ownership certification issued to exercise the right to vote on the General Meeting is valid until the General Meeting or the date of the repeated General Meeting. After the issuance of the ownership certification, the securities account provider may only make changes about the adjustment of the security account provided the ownership certification has been withdrawn.

The Shareholder is only entitled to exercise its rights in case the shareholder is registered in the registrar. Every share authorizes for one right to vote, therefore, the shareholder is entitled to one right to vote after every share with a nominal value of HUF 100.

In case shareholders with at least one percent of voting rights inform the Board of Directors about a draft resolution, appropriate to the rules of and related to the amendment of the agenda, within 8 days from the disclosure of the General Meeting, the Board of Directors discloses the agenda amended with the draft resolution in an announcement. All the questions appeared in the announcement shall be considered as scheduled. The shareholder is entitled to exercise its rights after the registration in the registrar. Based on the membership rights the Shareholder is entitled to, according to the Articles of the Association, every Shareholder is entitled to take part in the General Meeting, ask for information within the framework regulated by legal requirements, make an observation and proposal, and vote in the possession of the right to vote. The shareholder is bounded by confidentiality related the Company’s business secrets, and the shareholder shall pay for the damage arisen from the breaching of this.

In case the General Meeting is not quorate, the repeated General Meeting will be held at the original address (HU-8143 Sárszentmihály, 1/A. Árpád Street), on 7 May 2019 11.00 pm which is quorate independently of the size of the voting rights of those present.

The proposals and draft resolutions of the agenda of the General Meeting will be published on the website of the Company (www.masterplastgroup.com) and on the other announcement platforms (www.bet.hu; www.kozzetetelek.mnb.hu) set out in Article 14.1 of the Articles of the Association electronically.

For other questions about the General Meeting, Section VII of the Articles of the Association shall prevail.
The present convocation of the General Meeting is disclosed in Hungarian and English languages, and in case of discrepancies between texts,  the Hungarian text shall prevail.