RÁBA JÁRMŰIPARI HOLD

RABA
End-of-day quote. End-of-day quote  - 11/26
1365HUF -1.80%

Rába Járműipari : Supplement to the Notice of the General Meeting

09/09/2021 | 01:32pm

Supplement to the Announcement for the General Meeting of RÁBA Plc.

RÁBA Automotive Holding Plc. hereby informs its hon oured shareholders that in accordance with 3:259 § of Act V of 2013 (Ptk - Civil Code) and with the provisions of section 16.5 of the Articles of Association of RÁBA Plc., Hungarian Defence Industry Innovation Ltd. ("NVII Z rt."), the majority owner of the Company and T-Invest91' Kft, a shareholder holding more than 1 per cent of the votes in the Company have submitted a shareholder's motion proposing to the Board of Directors to supplement the agenda of the general meeting of shareholders of the Company to be held on September 30, 2021, and proposed draft resolutions as well as, as follow.

1. SHAREHOLDER'S MOTION SUBMITTED BY NVII ZRT., THE MAJORITY OWNER OF THE COMPANY:

Proposal for Agenda item: Modification of the remuneration of the Members of the Board of

Directors and the Members of the Supervisory Board

The reason for the request for putting these items on the agenda: NVII Zrt. as the exerciser of ownership rights considers appropriate the modification of the remuneration regarding to the Company' growing role in the defence industry and the increasing tasks and responsibility of the Board Members and Supervisory Board Members

Modification of the remuneration of the Members of the Board of Directors and the Members of the Supervisory Board

NVII Zrt. as the exerciser of ownership rights considers appropriate the modification of the remuneration regarding to the Company' growing role in the defence industry and the increasing tasks and responsibility of the Board of Directors' Members and the Supervisory Board Members: the Chairman of the Board of Directors is to receive HUF 900,000, the Members of the Board of Directors are to receive HUF 700,000, the Chairman of the Supervisory Board is to receive HUF 700,000 and the Members of the Supervisory Board are to receive HUF 500,000 monthly remuneration.

Draft resolution:

Corresponding to the shareholder's motion the General Meeting approves the modification of the monthly remuneration of the Board of Directors' Members and the Supervisory Board Members as follows:

Chairman of the Board of Directors: HUF 900,000

Member of the Board of Directors: HUF 700,000

Chairman of the Supervisory Board: HUF 700,000

Member of the Supervisory Board: HUF 500,000

Election of the members of the Board of Directors

Draft resolutions:

The General Meeting elects Mr. László Jakab as a member of the Board of Directors for the definite period as of September 30, 2021 until May 19, 2026. The remuneration for this membership will be set according to the GM resolution ………………. of Rába Plc.

The General Meeting elects Dr. Károly Szász as a me mber of the Board of Directors for the definite period as of September 30, 2021 until May 19, 2026. The remuneration for this membership will be set according to the GM resolution ………………. of Rába Plc.

Seat: H-9027 Győr, Martin u. 1. Postal address: H- 9002 Győr, POB 50 Telephone: +36 30 444 9500 E-mail: raba@raba.hu www.raba.hu

Court of Registration: Győr Court of Justice as Court of Registration Registration number: Cg.08-10-001532

Amendment of the Articles of Association

Submission

Present wording

Amendment of the Articles of Association

4. The majority owner of the company is the

4. The majority owner of the company is the

Hungarian State, the totality of the ownership

Hungarian State, the totality of the ownership

rights and obligations of the Hungarian State

rights and obligations of the Hungarian State

over the state assets is exercised by the Hun-

over the state assets is exercised by the Hun-

garian State Holding Co. Ltd. (Registration No.:

garian Defence Industry Innovation Ltd

Cg.01-10-045784, seat: 1133 Budapest, Po-

(Registration No. Cg. 01-10-141325, seat:

zsonyi út 56.).

1133 Budapest, Pozsonyi út 56..)

8.10. The agreement concluded between the

8.10. The agreement concluded between the

Company and the Hungarian National Asset

Company and the Hungarian Defence Indus-

Management Inc.shall be deposited among the

try Innovation Ltd. shall be deposited among

corporate documents at the Court of Registra-

the corporate documents at the Court of Regis-

tion within 30 days following the signing of the

tration within 30 days following the signing of

agreement, with the exception of agreements

the agreement, with the exception of agree-

between the company and the shareholder

ments between the company and the share-

within the sphere of activities of the company, of

holder within the sphere of activities of the com-

the usual order stipulated by the Articles of As-

pany, of the usual order stipulated by the Arti-

sociation and if it involves a breach of bank se-

cles of Association and if it involves a breach of

crets. An agreement is of the usual order if the

bank secrets. An agreement is of the usual or-

contract value remains under 30% of the regis-

der if the contract value remains under 30% of

tered capital.

the registered capital.

13. General Meeting of Shareholders

13. General Meeting of Shareholders

(w) resolution about the establishment and

(w) resolution about the establishment and

amendment of the remuneration rules,

amendment of the remuneration rules and

which shall be deposited among the corpo-

policy, which shall be deposited among the

rate documents within thirty days of the rel-

corporate documents within thirty days of

evant decision;

the relevant decision;

14. Annual General Meeting of Shareholders

14. Annual General Meeting of Shareholders

The agenda of the Annual General Meeting

The agenda of the Annual General Meeting

shall contain at least the following matters:

shall contain at least the following matters:

(b)Company's financial statements drawn up as

(b) Company's financial statements drawn up

per the Act on Accounting, proposal of the

as per the Act on Accounting, proposal of the

Board of Directors for the approval of the

Board of Directors for the approval of the

consolidated and the individual balance

consolidated and the individual balance

sheet and motion for the allocation of the net

sheet and motion for the allocation of the net

results, as well as proposal for the corporate

results, the proposal for the corporate gov-

governance report;

ernance report as well as the declaration

on operating of internal control system

(e) submission of the Remuneration report

for an advisory vote

(e)election of the auditor in the event that his

(f) election of the auditor in the event that his

mandate expires on the date of the Annual

mandate expires on the date of the Annual

General Meeting.

General Meeting.

17.10. In the event that the General Meeting of

17.10. In the event that the General Meeting of

Shareholders wishes to make a decision re-

Shareholders wishes to make a decision re-

garding the delisting of the shares, a decision

garding the delisting of the shares, a decision

2

resulting in the delisting can only be adopted if

resulting in the delisting can only be adopted if

any investor(s) commit in advance, that they will

any investor(s) commit in advance, that they will

make a purchase offer related to the delisting in

make a purchase offer related to the delisting in

accordance with the Rules of the BSE for Listing

accordance with the General Terms of Ser-

and Continued Trading.

vice of the Budapest Stock Exchange Ltd.

21. Competence and tasks of the Board of

21. Competence and tasks of the Board of

Directors

Directors

21.1. The Board of Directors is the executive

21.1. The Board of Directors is the executive

organ of the Company. The Board of Directors

organ of the Company. The Board of Directors

shall

shall

(y) appoints the Chief Executive Officer, and, in

(y) appoints the Chief Executive Officer, and, in

relation to the Chief Executive Officer, i.e.

relation to the Chief Executive Officer, i.e. the

the Chief as per the Section (1) of the Para-

Chief as per the Section (1) of the Paragraph

graph 208 of the Labour Code, provided that

208 of the Labour Code, provided that the Chief

the Chief is an employee of the Company,

is an employee of the Company exercises fun-

and the Chief's No. 1. deputy (deputies) as

damental employer's rights (establishing, termi-

per Section (1) of Paragraph 208 of the La-

nating employment relations, amendment of

bour Code, and the employee(s) under the

employment contracts, establishment of remu-

Section (2) of Paragraph 208,exercises fun-

neration, severance pay), establishes the per-

damental

employer's rights

(establishing,

formance requirements and the related benefits

terminating employment relations, amend-

(performance-based wages or other benefits)

ment of employment contracts, establish-

and the other employer's rights (especially va-

ment of remuneration, severance pay), es-

cation, foreign visit permits);

tablishes

the performance

requirements

and the related benefits (performance-

based wages or other benefits);

(z) the Board of Directors exercisesother em-

ployer's rights (especially vacation, foreign

visit permits), in relation to the Chief Execu-

tive Officer, provided that he is an employee

of the Company

(z) decide about the alienation of treasury

(aa)decide about the alienation of treasury

shares of less than HUF 400 million

shares of less than HUF 400 million

22. Chief Executive Officer

22. Chief Executive Officer

22.1.

22.1.

The Board of Directors exercises otherem-

The Board of Directors exercises the em-

ployer's rights (especially vacation, foreign visit

ployer's rights in relation to the Chief Executive

permits),in relation to the Chief Executive Of-

Officer.

ficer.

Draft resolutions:

Corresponding to the shareholder's motion the General Meeting approves the amendment of the Articles of Association.

The General Meeting requests the Chief Executive Officer of the Company to take care of incorporating the amendments, adopted by the resolution …… ……….. into a consolidated form of Articles

of Association of Rába Plc. and also take care of f iling the same with the Court of Registration

3

Amendment of the Remuneration rules and policy

Submission: according to Annex

Draft resolution:

The Remuneration rules and policy has been rescinded by the General Meeting and corresponding to the submission the General Meeting approves the new Remuneration rules and policy. The General Meeting requests the Chief Executive Officer of the Company to take care of filing the Remuneration rules and policy with the Court of Registration within 30 days of its approval pursuant to the Section 5 (3) of the Act CXXII of 2009 on the Economical Operation of Public Business Organisa- tions.

  1. SHAREHOLDER'S MOTION SUBMITTED BY THE SHAREHOLDER T-INVEST 91' KFT, HOLDING MORE THAN
  1. PER CENT OF THE VOTES IN THE COMPANY:

Agenda item proposal: Authorisation of the Board of Directors to acquire treasury shares

Draft resolution

The General Meeting authorises the Board of Directors to acquire 216,155 pieces of treasury shares, which are registered ordinary shares with a face value of HUF 1,000 each, within stock exchange transactions from the Company's assets above the registered capital in accordance with the provisions of 3:222 and 3:223 § of Act V of 2013 on the Civil Code, for the purpose of share price maintenance and/or in order to provide the number of shares necessary to implement the Company's strategic objectives. Treasury shares can be acquired within 18 months of the date when this resolution is adopted. The minimum purchase price payable for the treasury shares is the average stock-exchange price weighted with the turnover of the five trading days preceding the date of the acquisition -10%, whereas the maximum purchase price payable for the shares is the average stock- exchange price weighted with the turnover of the five trading days preceding the date of the acquisition +10%.

Reason: Resolution No. 6/2015.04.16. expired, its extension is reasonable.

The shares of the Company are undervalued, therefore the purchase of treasury shares creates substantial value for the shareholders. The authorisation at the same time is a means for the Board of Directors of the Company to maintain share prices. Maintaining share prices and increasing liquidity exert a positive effect on how the Company is perceived in general.

Agenda item proposal: The Company's dividend policy

Draft resolution

The General Meeting requests the Board of Directors of the Company to make a proposal (by the time the upcoming sales target is set, the latest) in accordance with the current dividend policy, for the distribution among the shareholders, as dividend, of the proceeds resulting from the sale of the real estate lot Városrét to be sold.

Reason:According to the current dividend policy, "In the event of substantial proceeds resulting from the real assets that can be sold, case-by-case decisions are needed." In view of the sale transactions in progress, we recommend that these assets be distributed in part or in total among the shareholders in the form of dividend."

Based on the shareholders' motion to supplement the agenda, the Board of Directors of RÁBA Plc. herewith supplements and modifies its announcement for the invitation to the Company's Extraordinary General Meeting initiated by NVII Zrt., the majority owner of the Company, published on August 30, 2021 with the following agenda items:

  1. Modification of the remuneration of the Members of the Board of Directors and the Mem- bers of the Supervisory Board
  2. Election of the members of the Board of Directors

4

  1. Amendment of the Articles of Association
  2. Amendment of the Remuneration rules and policy
  3. Authorisation of the Board of Directors to acquire treasury shares
  4. The Company's dividend policy

Győr, September 9, 2021

Board of Directors of RÁBA Plc.

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 09 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 September 2021 17:31:05 UTC.

© Publicnow 2021
Copier lien
All news about RÁBA JÁRMŰIPARI HOLDING NYRT.
11/18
11/18
11/17
11/15
10/19