According to Decree no. 102/2020, theboard of directors has the rightto decide about any and all issues listed on the already published agenda. The board of directors has the rightto decide by passing resolutions which conform with the already published proposals, but also has the right to deviate from the published proposals.

On the basis of the authorization given by Decree no. 102/2020, the Board of Directors of the Company is planning to pass resolutions which conform with the already published proposals, on April 28, 2020. The Board of Directors of the Company will publish its resolutions - as passed within the scope of competence of the general meeting - in the ordinary way.

The Company hereby informs its honourable shareholders that the subsequent approval by the general meeting of the general meeting resolutions passed by the Board of Directors can be initiated as follows:

According to Decree no. 102/2020, the shareholders can request the convocation of the general meeting for the subsequent approval of the general meeting resolutions passed by the Board of Directors during the state of emergency within a 30-day deadline starting from the cessation of the state of emergency, with the exception of resolutions concerning the approval of the annual report and the allocation of the after-tax profits (dividends).

For the subsequent approval of the resolution concerning the approval of the 2019 annual report and the allocation of the after-tax profits (dividends), the shareholders can initiate the convocation of the general meeting by 31 May 2020. Failure to meet this deadline (including the case where the shareholder's request is not delivered to the Company by the last day of the deadline) means that the above shareholder's right will be lost.

In both of the above cases, the following shareholders are entitled to request convocation of general meeting:

  • those who hold at least 1 per cent of the voting rights;
  • ​those who are indicated in the Share Register based on the ownership identification process requested and performed in connection with the general meeting indicated in the originally published invitation.

The Company informs the honourable shareholders that, in the event that the shareholders request convocation of the general meeting for the subsequent approval of the resolution concerning the annual report and the allocation of after-tax profit as described above, the dividends can only be paid after the annual report and the dividends are subsequently approved by the Company's general meeting.

The convocation of the annual general meeting cannot be requested and the meeting cannot be held as described above, if the state of emergency ceases after 3 October 2020 (but before the 2021 annual general meeting). In this case, the approval of the general meeting resolutions adopted by the Board of Directors during the state of emergency can be put to the agenda of the next general meeting. The approval of the general meeting resolutions adopted by the Board of Directors concerning the 2019 annual report and the allocation of after-tax profits during the state of emergency has to be put to the agenda of the next general meeting (and the 2019 dividends can be paid according to the resolutions of that next general meeting).

Gedeon Richter Plc. takes every measure to provide immediately all necessary information to its shareholders, and furthermore the Company is obliged to protect the health and safety of the shareholders and its employees among the given circumstances.

Board of Directors of Gedeon Richter Plc.

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Gedeon Richter plc published this content on 14 April 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2020 18:07:00 UTC