| | KOMISJA NADZORU FINANSOWEGO | | | | | | | Raport bieżący nr | 84 | / | 2016 | | | | | | Data sporządzenia: | 2016-05-29 | | | | | | | | | | | Skrócona nazwa emitenta | | | | | | | | | | E-STAR ALTERNATIV ENERGIASZOLGALTATO NYRT. | | | | Temat | | | | | | | | | | | | | Notice of the General Meeting | | | | Podstawa prawna | | | | | | | | | | Treść raportu: | | | | | | | | | | | | ENEFI Energy Efficiency Plc. address: 1134 Budapest, Klapka utca 11.
phone: +36 1-279-35-50, fax: +36-1-279-35-51
email: info@enefi.hu, web: www.enefi.hu
account number: Raiffeisen Bank Zrt. 12001008-00123720-00100000
tax number: 13719069-4-43
ENEFI Energy Efficiency Plc.
NOTICE OF THE GENERAL MEETING
ENEFI Energy Efficiency Plc. _registered office: 1134 Budapest, Klapka utca 11., company
registration No.: 01-10-045428_ hereby invites the shareholders of the Company to participate in
the Company’s annual general meeting.
Date and time of the general meeting: 28. 06. 2016, 10:00 hours
Venue of the general meeting: at the registered office ENEFI Energy Efficiency Plc.
1134 Budapest, Klapka utca 11.
Manner of holding the general meeting: By way of the shareholders’ personal attendance
Agenda of the general meeting:
1. Closing business year 2015 of the Company
1.1. Report of the Board of Directors on the management, net-worth position and business
policy of the Company and on the Company’s annual and consolidated annual report for
business year 2015
1.2. Report of the Supervisory Board on the Company’s annual and consolidated annual report
for business year 2015
1.3. Report of the Auditor on the Company’s annual and consolidated annual report for
business year 2015
1.4. Decision on the acceptance of the financial statements prepared in accordance with the
Hungarian accounting act
1.5. Decision on the utilization of the profit after tax
1.6. Decision on the acceptance of the consolidated annual financial statements prepared in
accordance with IFRS.
2. Review and assessment of the performance of board members contemplated in previous business
year and decision on the discharge of liability
The Company will publish proposals for resolutions and motions in respect of the agenda items at
least 21 days prior to the general meeting, _06. 06. 2016._ electronically, on the website of the
Budapest Stock Exchange _www.bet.hu_ and the Hungarian National Bank _www.kozzetetelek.hu_
as well as on its website _www.e-star.hu, www.enefi.hu_ in order to provide appropriate
information to the shareholders. The original copies proposals and decision proposals related to
the items on the agenda are available after publication at the registered seat of the Company
between 9:00 am. and 5:00 pm. on workdays.
Exercising of shareholders’ rights:
The name of those shareholders or shareholders’ representatives who intend participating at the
Shareholders’ Meeting shall be registered in Share Register at least until the second business day
_24. 06. 2016, in case of repeated general meeting: 07. 07. 2016._ prior to the starting day of the
Shareholders’ Meeting. Those shareholders may exercise their right to participate in the
Shareholders’ Meeting, as well as the other rights associated with the share, whose name is
contained in the share register by 6 p.m. on the second _2nd_ _24. 06. 2016, in case of repeated
general meeting: 07. 07. 2016._ working day before the starting day of the Shareholders’ Meeting
ENEFI Energy Efficiency Plc. address: 1134 Budapest, Klapka utca 11.
phone: +36 1-279-35-50, fax: +36-1-279-35-51
email: info@enefi.hu, web: www.enefi.hu
account number: Raiffeisen Bank Zrt. 12001008-00123720-00100000
tax number: 13719069-4-43
_Closure of the Share Register_ if by this date the company has received the original copy of the
ownership certificate issued by the securities account manager. In addition to the above, the
ownership certificate will also be considered to have been duly handed over to the company if the
shareholder forwarded it by fax or in any other certifiable manner by the Closure of the Share
Register and also hands over the original copy no later than by the start of the Shareholders’
Meeting. In the absence of the above, the shareholder cannot participate in the Shareholders’
Meeting and cannot exercise the voting and other rights. With respect to the handover to the
Company of the ownership certificate, the burden of proof rests with the shareholder.
The securities account manager must issue an ownership certificate for the share upon the
shareholder’s request. The ownership certificate must include the name of the company limited by
shares, the type of shares, the number of shares, the company name and official signature of the
securities account manager, and the name _company name_ and residence _registered office_ of
the shareholder. The ownership certificate is valid until the day of the Shareholders’ Meeting or of
the reconvened Shareholders’ Meeting. The ownership certificate must contain the actual number
of shares that are held by the shareholder after the stock exchange closes.
The effective date of the ownership certificate may not be earlier than the fifth _5th_ working day
before the Shareholders’ Meeting _21. 06. 2016., in case of repeated general meeting: 04. 07.
2016._.
Following the issuance of the ownership certificate the securities account keeper may only record
any change on the securities account in respect of the share subject to the simultaneous
withdrawal of the ownership certificate. The data contained in the ownership certificate sent to
the company has to be identical with the real data at the time of the Closure of the Share Register.
If there had been any changes in the number of shares owned by the shareholder or in any other
data after presenting the ownership certificate but before the Closure of the Share Register, the
shareholder has to present its new ownership certificate to the company pursuant to sub-section
VIII/4.1 of the Articles of Association.
The Company shall assume no liability for any consequences of negligence on the part of the
securities account keepers.
If the shareholder is not a natural person or is represented by proxy, then the person acting as its
proxy shall certify his right of representation either in Hungarian or in English language. _Certificate
of incorporation not older than 30 days, specimen signature_
The shareholder may exercise his rights associated with the share in person or by proxy.
The authorisation shall be submitted to the Company in the form of a notarial deed or private
document of full probative force, by 6 p.m. the 2nd day preceding the shareholders’ meeting at
the latest. If such authorisation is not adequate in terms of form or substance, or it is submitted
late, the authorised person shall not be permitted to participate in the shareholders’ meeting or to
exercise voting and other rights.
The authorisation for representation shall be valid for one shareholders’ meeting only.
If called on by the Board of Directors, the shareholder _custodian, shareholder’s proxy, and in the
case of jointly owned shares, the common representative_ shall state immediately who is the
beneficial owner of the shares. If the shareholder does not make the above statement when called
upon to do so, his voting right shall be suspended within the prescribed deadline until he has
fulfilled his obligation in respect of providing information.
ENEFI Energy Efficiency Plc. address: 1134 Budapest, Klapka utca 11.
phone: +36 1-279-35-50, fax: +36-1-279-35-51
email: info@enefi.hu, web: www.enefi.hu
account number: Raiffeisen Bank Zrt. 12001008-00123720-00100000
tax number: 13719069-4-43
Conduct of the shareholders’ meeting, adoption of resolutions:
The registration of the shareholders shall begin one hour prior to the start time of the
shareholders’ meeting. In the course of registration the shareholder, after providing evidence of
his identity, residential address and right of proxy and after signing the list of attendees, shall
collect the voting sheet containing the number of votes to which that shareholder is entitled,
according to the number of shares indicated in the closed share resister.
Voting at the shareholders’ meeting shall take place by a show of voting slips. The shareholders’
meeting shall elect a vote counter _or vote-counting committee_ at the proposal of the chairperson
of the shareholders’ meeting, to conduct the voting. The meeting of the supreme body is chaired
by the chairperson elected by the shareholders’ meeting.
Every ordinary share shall entitle its holder to one vote, and thus the shareholder shall have one
vote for each share of a par value of HUF 10.
The shareholders’ meeting shall adopt its resolutions by way of a simple majority of the votes cast,
unless a provision of the law or, based on an authorisation granted by the law, the articles of
association, or a stock-exchange regulation obligatorily applicable in respect of the Company’s
operation, make a higher ratio of votes obligatory.
Other information on shareholders’ rights:
The closing of the share register prior to the shareholders' meeting shall not restrict the right of
the person recorded in the share register with respect to the transfer of his shares after the closing
of the share register. Any transfer of the share prior to the initial date of the shareholders' meeting
shall not preclude the right of persons recorded in the share register to participate in the
shareholders' meeting and exercise their rights as shareholders.
Shareholders are entitled, in a written application submitted no later than 8 days prior to the date
of the general meeting, to request information from the Board of Directors on any matter included
in the agenda of the general meeting. The Board of Directors may refuse to provide information if,
in its opinion, doing so would interfere with a business secret of the Company.
Shareholders holding at least 1% of the votes may, in writing, request the Board of Directors to
include an issue in the agenda, provided that reasons are given, and may put forward a proposal
for resolution in relation to the agenda items. Shareholders may exercise this right within eight
days following the publication of the notice convening the general meeting.
Lack of a quorum:
If the general meeting does not have a quorum, the repeated general meeting shall have a quorum
in respect of the original agenda items irrespective of the number of those attending. At least 10
days must pass between the general meeting that lacks a quorum and the repeated general
meeting with an unchanged agenda.
Date and time of the repeated general meeting: 11. 07. 2016. 10:00 hours
Venue of the repeated general meeting: 1134 Budapest, Klapka utca 11.
We look forward to seeing all of the Company’s shareholders at the meeting.
ENEFI Energy Efficiency Plc. | | |
