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WABERER'S INTERNATIONAL NYRT.

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Waberer International : Resolutions of the Extraordinary General Meeting of Waberer's held on 31 August, 2021

08/31/2021 | 11:22am EDT

RESOLUTIONS OF THE GENERAL MEETING

excerpt from the Minutes of the Extraordinary General Meeting of WABERER'S INTERNATIONAL Nyilvánosan Működő Részvénytársaság (registered seat: 1239 Budapest, Nagykőrösi út 351.) held on 31 August, 2021 from 11:03 a.m. in the Conference Room of the Library and Information Centre of the Hungarian Academy of Sciences at 1051 Budapest, Arany János str. 1. second floor

EGM Resolution 1/2021. (VIII. 31.)

The General Meeting agrees that the voting proceeding of the General Meeting shall be computerised voting.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 2/2021. (VIII. 31.)

The General Meeting elects dr. Timea Tóth as Chairwoman of the General Meeting, dr. Andrea Nyika as Keeper of the Minutes, dr. Kristóf Németh representing Trevelin Holding Zrt. as authenticator of the Minutes.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 3/2021. (VIII. 31.)

The General Meeting approves the agenda of the Meeting, in line with the 5 August 2021 shareholder proposal as follows:

  1. Amendment of Section 4, 5, 6, 8 and 15 of the Company's Articles of Association and approval of the amended, consolidated text of the Articles of Association of the Company
  2. Removal / acceptance of resignation of the members of the Board of Directors, election and decision on the remuneration and conflict of interest issues of the members of the Board of Directors
  3. Removal / acceptance of resignation of the members of the Supervisory Board, election and decision on the remuneration of the members of the Supervisory Board
  4. Removal / acceptance of resignation of the members of the Audit Committee, election and decision on the remuneration of the members of the Audit Committee
  5. Advisory vote on the amended and consolidated text of the Remuneration Policy of the
    Waberer's Group
  6. Other items

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 4/2021. (VIII. 31.)

The General Meeting intends to decide on the amendments of the Articles of Association by joint votes with regard to each Section to be modified, in order to ensure the undisturbed and efficient conduct of the General Meeting.

Unofficial English translation

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 5/2021. (VIII. 31.)

The General Meeting approves the amendments of Section 4 regarding subsections 4.4.2, 4.5.3. and 4.8.1. of the Articles of Association according to the submission.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 6/2021. (VIII. 31.)

The General Meeting approves the amendment of Section 5 regarding subsection 5.8.1, 5.9.1 and 5.11.2 of the Articles of Association according to the submission.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 7/2021. (VIII. 31.)

The General Meeting approves the amendment of Section 6 regarding subsection 6.11. of the Articles of Association according to the submission.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 8/2021. (VIII. 31.)

The General Meeting approves the amendment of Section 8 regarding subsection 8.4. of the Articles of Association according to the submission.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 9/2021. (VIII. 31.)

The General Meeting approves the amendment of Section 15 regarding subsection 15.2. of the Articles of Association according to the submission.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 10/2021. (VIII. 31.)

The General Meeting hereby approves the consolidated version of the Articles of Association of the Company with the above amendments included in EGM Resolutions 5/2021. (VIII. 31.) - EGM Resolution 9/2021. (VIII. 31.) and requests the general legal counsel of the Company to countersign the Articles of Association.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

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EGM Resolution 11/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 9/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which Mr. György Péter Waberer (date of birth: 1 November 1956; mother's maiden name: Margit Páles; address: 1055 Budapest, Kossuth Lajos square 18. A staircase 2. floor 2.) was elected to be member of the Board of Directors of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Board of Directors lasts until the date thereof.

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 12/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 10/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors approved that Mr. György Péter Waberer as member of the Board of Directors based on his written commitment on disposal shall also have latest until 31 December 2021 an indirect qualified majority shareholding in SUPERNOVA INTERTRANS Kft. (registry number: 05-09-029451; seat: 3996 Füzér, Árpád út 2.), and in ACTIVE-LOG Kft. (registry number: 19-09-519527; seat: 8445 Csehbánya, Újtelep út 41.).

The General Meeting adopted this resolution with 13,165,186 (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 13/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 11/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which Mr. András Kovács (date of birth: 16 November 1975; mother's maiden name: Rozália Joó; address: 1026 Budapest, Törökvész lejtő 5/A.) was elected to be member of the Board of Directors of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Board of Directors lasts until the date thereof.

The General Meeting adopted this resolution with 13,157,124 (99.94%) affirmative votes, 8,062 (0.06%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 14/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 12/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which Dr. Márk Czéh-Tóth (date of birth: 3 November, 1984; mother's maiden name: dr. Ilona Szűcs; address: 7624 Pécs, Bárány út 2.) was elected to be member of the Board of Directors of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Board of Directors lasts until the date thereof.

The General Meeting adopted this resolution with 9,626,440 (73.12%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions. [3,538,746 (26.88%) did not vote.]

EGM Resolution15/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 13/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which

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the Board of Directors acknowledges the resignation of Mr. Alain Beyens, which was dated 25 March 2021, and which took effect as of 19 April 2021.

The General Meeting adopted this resolution with 13,157,124 (99.94%) affirmative votes, 8,062 (0.06%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 16/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 14/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors resolved that the Chairman and members of the Board of Directors - which shall be newly established - shall receive no remuneration from the Company for their activity in the Board.

The General Meeting adopted this resolution with 13,152,994 (99.91%) affirmative votes, 8,062 (0.06%) negative votes and 4,130 (0.03%) abstentions.

EGM Resolution 17/2021. (VIII. 31.)

The General Meeting elects Mr. Barna Erdélyi (date of birth: 8 July 1978; mother's maiden name:

Hanna Jurányi; address: 1039 Budapest, Nyár utca 10.) to be member of the Board of Directors of WABERER'S INTERNATIONAL Nyrt. for a definite period from 1 September 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Board of Directors lasts until the date thereof.

The General Meeting adopted this resolution with 13,165,186 db (100.00%) affirmative votes, 0 (0.00%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 18/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 15/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Dr. Norbert Szivek (date of birth: 11 April 1975; mother's maiden name: Gabriella Pálinkás; address: 1025 Budapest, Gábor Áron street 54/A) to be member of the Supervisory Board of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof.

The General Meeting adopted this resolution with 13,143,780 (99.84%) affirmative votes, 21,406 (0.16%) negative votes and 0 (0.00%) abstentions.

EGM Resolution 19/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 16/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Dr. Attila Végh (date of birth: 10 January 1976.; mother's maiden name: Gyöngyi Zsédenyi; address: 1223 Budapest, Erdőhegy street 10.) to be member of the Supervisory Board of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof

The General Meeting adopted this resolution with 13,151,842 (99.90%) affirmative votes, 4,130 (0.03%) negative votes and 9,214 (0.07%) abstentions.

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EGM Resolution 20/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 17/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Mr. David William Moffat Thompson (date of birth: 14 February 1950.; mother's maiden name: Vida Fairrie Sloan; address: 1062 Budapest, Andrássy road 92-

94. 3. floor 7.) to be member of the Supervisory Board of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof

The General Meeting adopted this resolution with 13,151,842 (99.90%) affirmative votes, 4,130 (0.03%) negative votes and 9,214 (0.07%) abstentions.

EGM Resolution 21/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 18/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Mr. Ferenc Mike (date of birth: 2 November 1967.; mother's maiden name: Erzsébet Jenő; address: 5530 Vésztő, Kossuth Lajos street 38.) to be member of the Supervisory Board of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof

The General Meeting adopted this resolution with 13,151,842 (99.90%) affirmative votes, 4,130 (0.03%) negative votes and 9,214 (0.07%) abstentions.

EGM Resolution 22/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 19/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Mr. Sándor Székely (date of birth: 15 February 1960.; mother's maiden name: Margit Kelemen; address: 1041 Budapest, Erzsébet sreet 39. 3. floor 13.) to be member of the Supervisory Board (employee delegate) of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof

The General Meeting adopted this resolution with 13,155,972 (99.93%) affirmative votes, 0 (0.00%) negative votes and 9,214 (0.07%) abstentions.

EGM Resolution 23/2021. (VIII. 31.)

The Extraordinary General Meeting approves and reinforces AGM Resolution 20/2021. (IV. 19.) made by the Board of Directors in capacity of the General Meeting on 19 April 2021, in which the Board of Directors elected Mrs. Kazuska Mária Szalainé (date of birth: 10 May 1963,;mother's maiden name: Erzsébet Sárközi; address: 2360 Gyál, Bocskai street 6. 1.) to be member of the Supervisory Board (employee delegate) of WABERER'S INTERNATIONAL Nyrt. for a definite period from 20 April 2021 to 31 May 2024. Provided that the Annual General Meeting in that year is held prior to 31 May than the assignment of the member of the Supervisory Board lasts until the date thereof

The General Meeting adopted this resolution with 13,147,910 (99.87%) affirmative votes, 8,062 (0.06%) negative votes and 9,214 (0.07%) abstentions.

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Waberer's International Nyrt. published this content on 31 August 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 31 August 2021 15:21:01 UTC.


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