CIG PANNÓNIA ÉLETBIZTOSÍTÓ NYRT CIG PANNÓNIA LIFE INSURANCE PLC.
RESOLUTIONS OF THE GENERAL MEETING ON ITEMS ON THE
AGENDA OF THE ANNUAL GENERAL MEETING
CIG Pannónia Life Insurance Public Limited Company (Registered seat: H-1097Budapest
Könyves Kálmán krt. 11, "B", company registration number: 01 10 045857 (Company) hereby informs the Esteemed Shareholders that The Board of Directors of the Company held its Annual General Meeting on April 19, 2023 at 10:00 am, the agenda of which is included in the notice of the invitation to the general meeting published in the manner specified in point 8 of Chapter VIII of the Articles of Association of the Company. The announcement of the invitation to the General Meeting and the summary of the proposals related to the issues on the agenda of the General Meeting and its annexes were published on the Company's website (www.cigpannonia.hu), the website operated by the Central Bank of Hungary (www.kozzetetelek.hu) and the Budapest Stock Exchange (www.bet.hu).
Date and time of the General Meeting | April 19, 2023 (Wednesday) 10:00 AM |
held was: | |
Place of the General Meeting: | Sunhill Bistro (H-1016 Budapest, Naphegy |
str. 67.) | |
Method of the participation at the | by personal appearance or by proxy |
General Meeting was: | |
Form of the General Meeting was: | attending in person |
66.46% of the shareholders entitled to vote are present (62,759,498 shares)
General Meeting Resolution 1/2023. (19 April):
The General Meeting agreed to take its decisions by open ballot, on the basis ofvoting cards.
The General Meeting elects Dr. Krisztina Hollósy-Papp as minutes secretary, and protocol validator Erik Keszthelyi representing the shareholder Hungarikum Biztosítási Alkusz Zrt., and Dr. Erika Marczi shareholder while electing Dr JuliannaHargitai and Tamás Hovánszki as vote counter.
Votes in favour:62 759 498 (100% of shareholders present)
Votes against: 0
Abstentions: 0
Objections: 0
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General Meeting Resolution 2/2023. (19 April):
With its present resolution, the General Meeting adopts the SEPARATE FINANCIAL STATEMENTS AND ANNUAL REPORT WITH ITS ALL ANNEXES FOR THE YEAR 2022 COMPILED IN LINE WITH THE INTERNATIONAL FINANCIAL REPORTING STANDARDSADOPTED BY THE EUROPEAN UNION
- with a balance sheet total of 121 756 194 HUF in thousands,
- with a after-tax profit and loss of 1 457 057 HUF in thousands, and
- with a total comprehensive income of -2274 517 HUF in thousands.
By virtue of this resolution, the Management Board has read and taken note of the management report, included in the separate annual report of the Company for the year 2022, on the Company's business performance, development and position for the year 2022 prepared by the Management Board, and the Supervisory Board and Audit Committee Report for the year 2022 compiled by the Supervisory Board andthe Audit Committee, and the Report prepared by the Auditor.
Votes in favour:62 759 498 (100% of shareholders present)
Votes against: 0
Abstentions: 0
Objections: 0
***
General Meeting Resolution 3/2023. (19 April):
By virtue of its present resolution, the General Meeting adopts its CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL REPORT OF THE COMPANY, WITH ITS ALL ANNEXES FOR THE YEAR 2022 COMPILED IN LINE WITH THE INTERNATIONALFINANCIAL REPORTING STANDARDS, ADOPTED BY THE EUROPEAN UNION
- with a balance sheet total of 129 943 077 HUF in thousands,
- with a after-tax profit and loss of 1 207 577 HUF in thousands, and
- with a total comprehensive income of -2601 698 HUF in thousands.
By virtue of this resolution, the Management Board has read and taken note of the management report, included in the consolidated annual report of the Company for the year 2022, on the Company's business performance, development and position for the year 2022 prepared by the Management Board, and the Supervisory Board and Audit Committee Report for the year 2022 compiled by the Supervisory Boardand the Audit Committee, and the Report prepared by the Auditor.
Votes in favour:62 759 498 (100% of shareholders present)
Votes against: 0
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Abstentions: 0
Objections: 0
In accordance with Section 5 of Chapter VIII of the Articles of Association of the Company, the General Meeting accepts the work of the Management Board performed in the 2022 financial year and grants the discharge of liability included in Section 3:117(1) of the Act V of 2013 on the Civil Code for the members of theManagement Board.
The General Meeting states that
Polányi Zoltán | the Chairperson of the Management |
Board1 | |
dr. Fedák István | member of the Management Board |
Ódorné Angyal Zsuzsanna | member of the Management Board |
dr. Bogdánffy Péter | member of the Management Board |
dr. Dakó Gábor | member of the Management Board2 |
performed the management activity properly in the 2022 financial year, and the General Meeting decides to grant the discharge of liability for the 2022 financial year. The granting of the discharge of liability verifies that the members of the Management Board managed the Company by giving priority to the interests of theCompany in 2022.
Votes in favour:
Votes against:
Abstentions:
Objections: not vote
General Meeting Resolution 7/2023. (19 April):
The General Meeting - subject to and with effect from the relevant authorisation of the Magyar Nemzeti Bank - elects Ódorné Angyal Zsuzsanna a member of the Management Board of the Company, for a period of five (5) years. By reason of her mandate, Ódorné Angyal Zsuzsanna shall receive the remuneration specified in the Management Board Resolution No. 7/2021. (IV.19.) adapted in the General Meetingcapacity.
Votes in favour:
Votes against:
Abstentions:
Objections:
- Polányi Zoltán resigned from his board mandate in the Company and the subsidiary thereof, in CIG Pannónia Első Magyar Általános Biztosító Zrt., as of 16 January 2013.
- By virtue of its resolution No. H-EN-II- 84/2022. dated on 10 May 2022, the Magyar Nemzeti Bank (in English: Hungarian National Bank) authorised dr. Dakó Gábor to be a member of the Management Board as an executive employee.
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***
General Meeting Resolution 8/2023. (19 April):
The General Meeting - subject to and with effect from the relevant authorisation of the Magyar Nemzeti Bank - elects Vada Erika a member of the Supervisory Board of the Company, for a period of five (5) years. By reason of her mandate, Vada Erika shall receive the remuneration specified in the Management Board Resolution No.8/2021. (IV.19.) adapted in the General Meeting capacity.
Votes in favour:62 759 498 (100% of shareholders present)
Votes against: 0
Abstentions: 0
Objections: 0
***
General Meeting Resolution 9/2023. (19 April):
The General Meeting - subject to and with effect from the relevant authorisation of the Magyar Nemzeti Bank - elects Vada Erika a member of the Audit Committee of the Company, for a period of five (5) years. By reason of her mandate, Vada Erika shall not receive remuneration specified in the Management Board Resolution No.9/2021. (IV.19.) adapted in the General Meeting capacity.
Votes in favour:62 759 498 (100% of shareholders present)
Votes against: 0
Abstentions: 0
Objections: 0
***
General Meeting Resolution 10/2023. (19 April):
Based on its exclusive scope of powers specified in Point a) of Subsection 3 of Section VIII of the Articles of Association - "decision on the establishment and amendment of the articles of association (with the exceptions specified in the articles ofassociation) (qualified majority)" - the General Meeting establishes that
- Section 2 of Chapter XIII of the Articles of Association is replaced by the following provision:
"2. The Company shall be represented by - including signing on behalf of the Company and disposal of the bank account - (a) two members of the management board jointly or (b) two of the following persons jointly: the members of the management board and the primary leader of the Company or his/her deputies, or (c) two employees jointly who have employment relationship with the Company and are authorised to do so by the Management Board, in accordance with the procedure laid
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CIG Pannonia Life Insurance plc published this content on 19 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 April 2023 10:49:09 UTC.
