1. Homepage
  2. Equities
  3. Hungary
  4. Budapest Stock Exchange
  5. Rába Jármûipari Holding Nyrt.
  6. News
  7. Summary
    RABA   HU0000073457

RÁBA JÁRMÛIPARI HOLDING NYRT.

(RABA)
  Report
End-of-day quote Budapest Stock Exchange  -  05-26
1145.00 HUF   -1.72%
04/29RÁBA JÁRMÛIPARI : Remuneration Report of RÁBA Plc. for the 2021 business year
PU
04/29RÁBA JÁRMÛIPARI : RÁBA Plc. - Corporate Governance Report
PU
04/20RÁBA JÁRMÛIPARI : Extraordinary announcement of RÁBA Automotive Holding Plc. about expected negative results for Q1
PU
SummaryQuotesChartsNewsCalendarCompanyFinancials 
SummaryMost relevantAll NewsOther languagesPress ReleasesOfficial PublicationsSector news

Rába Jármûipari : Articles of Association of RÁBA Plc.

11/18/2021 | 11:23am EDT

ARTICLES OF ASSOCIATION

OF

RÁBA AUTOMOTIVE HOLDING PLC.

Articles of Association

incorporated into a uniform structure including the amendments approved by resolutions No. 4-5/2021.09.30. of General Meeting on September 30, 2021

with updated Appendix

Articles of Association of RÁBA Automotive Holding Plc.

ARTICLES OF ASSOCIATION

OF

RÁBA AUTOMOTIVE HOLDING PLC. (incorporated into a uniform structure including the amendments)

NAME AND SEAT OF THE COMPANY

1. Company name:

RÁBA Járm űipari Holding Nyrt.

English name:

RÁBA Automotive Holding PLC

abbreviated name:

RÁBA Nyrt.

abbreviated English name:

RÁBA PLC.

2. Seat of the Company:

9027 Győr, Martin u. 1.

3. The Board of Directors of the Company may establish branch locations and additional sites.

SCOPE AND ACTIVITIES OF THE COMPANY

4. The company is established for an indefinite period of time. The company is the general legal successor of Magyar Vagon- és Gépgyár, the transformation occurred on 1 January, 1992. As an in-kind asset contribution, the founder transferred to the Company and effective of 1 January, 1992 made available to the Company, the total assets of the legal predecessor, Magyar Vagon- és Gépgyár, the detailed description of which is conta ined in the Deed of Foundation of the Company executed 1 January, 1992. The value of the in-kind asset contribution was approved by the auditor and its provision was verified by the Board of Directors. RÁBA Plc. is a public limited company.

The majority owner of the company is the Hungarian State, the totality of the ownership rights and obligations of the Hungarian State over the state assets is exercised by the Hungarian Defence Industry Innovation Ltd (Registration No. Cg. 01-10-141325, seat: 1133 Budapest, Pozsonyi út 56.).

5. Activities of the Company: As per TEÁOR '08

Organisation of building construction projects Passenger vehicle and light vehicle sales Other vehicle sales

Wholesale of automotive components Retail of automotive components

Wholesale of electronic and communications equipment and components Wholesale of other non-classified machinery and equipment Wholesale of waste materials

Wholesale of miscellaneous products Publishing of magazines and periodicals Computer programming

IT consulting Other IT services

Other non-classified information services Asset management (holding)

Financial leasing Other lending activities

Letting and management of owned and leased properties

Accounting, auditing and tax advisory activities (except audit activities)

2

Articles of Association of RÁBA Automotive Holding Plc.

Business management - core activity

PR, communications

Business administration, other management consulting

Architectural activities

Engineering activities, technical consulting

Technical assessment, analysis

Other scientific, engineering research, development

Other non-classified professional, scientific, engineering activities

Letting of intangible assets

Organisation of conferences, trade shows

Other non-classified auxiliary business services

Vocational secondary education

Other non-classified education

Education supplementary activities

Library, archiving activities

Within the financial and other lending activities the company engages exclusively in group financing among the company and its subsidiaries, not subject to a licence pursuant to Section (2) of Paragraph 5 of Act CCXXXVII of 2013 on lending institutions and financial enterprises.

SHARE CAPITAL AND SHARES

6. Share capital of the Company

The company's share capital is HUF 13,473,446,000, i.e. thirteen billion four hundred and seventy three million four hundred and forty-six thousand forints.

7. The Company's shares

7.1. The Company's share capital is made up of 13,473,446 registered, dematerialised common shares with a nominal value of HUF 1,000, i.e. one thousand forints each.

The share capital has been paid up in full.

7.2. The shares were printed upon foundation of the Company.

In its resolution No. 4/2004.04.29., adopted at the General Meeting of Shareholders held 29 April, 2004, the Company decided to convert the printed common shares into dematerialised shares.

The printed shares were declared null and void on 2 August, 2004 due to their conversion into dematerialised shares.

Dematerialised shares are electronically generated, fixed, forwarded and recorded registered shares that carry the content elements of securities, which, however, do not have a serial number and the name of the holder of the shares, as well as the data used for his unambiguous identification are recorded in the security account kept for the benefit of the share owner pursuant to the security account concluded by him with the investment service provider.

Shares are issued by the Board of Directors only once their price has been paid in full and the competent court of registration has entered the Company, and the increase of the share capital, as the case may be, due to which the shares have been issued, into the register of companies.

  1. The Company may not have shares of several different nominal values within the same series of shares listed on the Budapest Stock Exchange.
  2. In the event that the General Meeting of Shareholders of the Company, or the Board of Direc- tors authorised by the General Meeting, should decide to increase the share capital of the Company through the issue of new shares, the resolution of the General Meeting or of the Board of Directors on the issue of share capital shall stipulate the terms of payment, as well as the consequences for

3

Articles of Association of RÁBA Automotive Holding Plc.

failure to make payment for the shares.

Unless otherwise provided, the shares shall be paid in cash, within thirty (30) days of the decision about the capital increase, failure to make such payment results in the shareholder's liability to pay a default interest to the Company as set forth in the Civil Code and the shareholder may not exercise his rights until payment for the shares has been made in full. In the event of default, the Board of Directors shall call upon the shareholder to effect payment with a thirty-day deadline. The call for payment shall also stipulate that failure to make payment results in the cessation of the legal relationship as a shareholder. Should the thirty-day deadline elapse without payment, the legal relationship as a shareholder ceases to exist on the day following the deadline. The Board of Directors shall inform the former shareholder about this in writing. In the event that the contribution made or undertaken to be made by the shareholder in default is not assumed by another person before the date of the first General Meeting of Shareholders following the cessation of the legal relationship as a share- holder, the General Meeting of Shareholders shall reduce the company's share capital to the extent of the contribution to the share capital assumed by the shareholder in default. The shareholder, whose rights as a shareholder were terminated due to his default, is entitled to the value of his contribution made to the Company's share capital, following the reduction of the Company's capital or when the shareholder replacing him has made his contribution to the share capital of the company limited by shares.

REGISTER OF SHAREHOLDERS, EXERCISING SHAREHOLDERS' RIGHTS,

SHAREHOLDER'S AUTHORISED REPRESENTATIVE

8. Register of Shareholders

  1. The Board of Directors or its representative shall keep a Register of Shareholders about the registered shares and the shareholders, including the holders of the temporary shares, as well, and about the representatives of the shareholders by share series, which shall contain at least the fol- lowing information for each shareholder:
  1. company/name of the shareholder (proxy holder);
  2. seat/address of the shareholder (proxy holder);
  3. number, nominal value of shares, amount paid for the individual shares, as well as the owner- ship ratio of the shareholder (proxy holder) per share series;
  4. date of entry into the Register of Shareholders.
  1. The Board of Directors of the Company may contract a clearing house, a central treasury, an investment enterprise or financial institution, as well as an attorney at law or an auditor (not including the elected permanent auditor of the Company for the statutory audit pursuant to the accounting act). The contract, as well as the data of the contracted party, together with the information pertaining to the disclosure shall be published on the Company's webpage.
  2. Should the data entered into the Register of Shareholders change, the shareholder shall inform the keeper of the security account for the dematerialised shares, as well as the keeper of the Register of Shareholders without delay and shall report the changed data. In the event that the shareholder should fail to meet this obligation, he shall bear full responsibility for any and all damages caused by or in relation to such default.

Should the information supplied by the shareholder be false, incomplete, misleading or falsified, the shareholder shall bear any and all material responsibility resulting from such fact and the Board of Directors shall not be responsible in this relation towards the other shareholders of the Company.

8.4. The keeper of the security account - unless specified otherwise by the shareholder - shall report to the keeper of the Register of Shareholders, the name of the shareholder (company name), address (seat), by share types and series, as well as the number of shares owned by the shareholder and other data as specified by the law.

4

Articles of Association of RÁBA Automotive Holding Plc.

The keeper of the security account shall make such report within two (2) days after the shares have been credited to the security account. The keeper of the security account may not report the data if the shareholder has so decided. The formally verified shareholder shall be entered into the Register of Shareholders as per the application submitted to the keeper of the Register of Shareholders. The recorded shareholder shall be deleted from the Register of Shareholders upon his request.

The keeper of the Register of Shareholders may refuse to enter the formally verified shareholder into the Register of Shareholders if the shareholder obtained the shares in breach of the provisions of the regulations or the Articles of Associations for the transfer of shares.

If the shareholder has instructed not to enter his data into the Register of Shareholders and the person designated by him to exercise shareholders' rights is not entered either, the shareholders' rights in relation to the share owned by the shareholder cannot be exercised.

The owner of the dematerialised share, or his authorised representative (together referred to as: shareholder) may exercise shareholders' rights based on the security account excerpt (shareholding certificate) issued by the keeper of the security account. Such certificate shall show:

  1. the name of the issuer and the share type;
  2. the number and nominal value of the share;
  3. the company/name and seat/address of the shareholder;
  4. the name and official signature of the keeper of the security account;

To exercise shareholders' rights at the General Meeting of Shareholders, either in person, or through the authorised representative, the shareholder's name has to be shown in the Register of Shareholders at 6 pm, on the second working day preceding the starting day of the General Meeting of Shareholders, based on the shareholder's verification initiated by the Company for the period between the 7th and the 5th working day preceding the General Meeting of Shareholders.

  1. The name of the shareholder, or proxy holder wishing to participate in the General Meeting of Shareholders, shall be entered into the Register of Shareholders based on the shareholder's verifi- cation as per Section 8.4 above, before the second working day preceding the starting date of the General Meeting of Shareholders.
  2. The investment enterprise as set forth in the act on capital markets and/or securities in force (as well as in any amendments thereof, or any successive regulations) or any other person, if pro- vided by the legal regulations, may, on the basis of a written agreement concluded with the share- holder, act as the authorised representative of the shareholder (proxy holder) to exercise, on his own behalf, for the benefit of the shareholder, shareholder's rights in relation to the Company. The proxy holder may exercise shareholder's rights after he has been entered into the Register of Shareholders as proxy holder. The entry shall contain the number of shares by share types serving as the basis for exercising such rights. The entry into the Register of Shareholders of the proxy holder is subject to the authorisation incorporated into a public instrument or a private deed with full probative force, having been deposited with the Company. Viewing of the document thus deposited can be requested from the Supervisory Board of the Company by whoever has legitimate interests in so doing in rela- tion to his exercising his shareholders' rights or in relation to the discharge of his duties and exercise of his rights as set forth by law, in connection with the operation of the Company.

The proxy holder shall inform the shareholder in the manner and time as set forth in the agreement concluded with him about the announcements of the Company, as well as about the resolutions of the General Meeting of Shareholders and the measures taken in the context of exercising share- holder's rights and their consequences.

The proxy holder shall inform the shareholder about all information obtained by him in connection with the Company and having an impact on exercising shareholder's rights, as well as about the contents of documents obtained by him and shall issue such documents to the shareholder if he so requests or upon termination of the agreement.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

RÁBA Jarmuipari Holding Nyrt. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 16:22:03 UTC.


© Publicnow 2021
All news about RÁBA JÁRMÛIPARI HOLDING NYRT.
04/29RÁBA JÁRMÛIPARI : Remuneration Report of RÁBA Plc. for the 2021 business year
PU
04/29RÁBA JÁRMÛIPARI : RÁBA Plc. - Corporate Governance Report
PU
04/20RÁBA JÁRMÛIPARI : Extraordinary announcement of RÁBA Automotive Holding Plc. about expecte..
PU
04/13RÁBA JÁRMÛIPARI : Resolutions of RÁBA Plc's Annual General Meeting on April 13, 2022
PU
03/23RÁBA JÁRMÛIPARI : Supplement to the Announcement for the General Meeting of RÁBA Plc.
PU
03/23RÁBA JÁRMÛIPARI : Submissions to RÁBA Plc's Annual General Meeting to be held on April 13,..
PU
03/11RÁBA JÁRMÛIPARI : Notice of the Annual General Meeting of RÁBA Plc. - April 13, 2022
PU
03/02RÁBA JÁRMÛIPARI : Extraordinary announcement of RÁBA about personnel change in investor re..
PU
02/23RÁBA JÁRMÛIPARI : Outstanding Quarterly Sales Revenues and Restructuring Under Way
PU
02/23RÁBA JÁRMÛIPARI : RÁBA Plc. Q1-Q4 2021 Quarterly Report
PU
More news
Financials
Sales 2021 46 436 M 126 M 126 M
Net income 2021 1 272 M 3,46 M 3,46 M
Net Debt 2021 9 310 M 25,3 M 25,3 M
P/E ratio 2021 14,9x
Yield 2021 -
Capitalization 15 289 M 41,6 M 41,6 M
EV / Sales 2020 0,69x
EV / Sales 2021 0,60x
Nbr of Employees 1 231
Free-Float 24,8%
Chart RÁBA JÁRMÛIPARI HOLDING NYRT.
Duration : Period :
Rába Jármûipari Holding Nyrt. Technical Analysis Chart | MarketScreener
Full-screen chart
Income Statement Evolution
Managers and Directors
Bela Hetzmann Chief Executive Officer
Zoltan Varadi Chief Financial Officer
Istvan Lepsenyi Chairman-Supervisory Board
Zsolt Harmath Member-Supervisory Board
Sandor Jozsef Szabo Member-Supervisory Board