GENESIS Energy Investment Public Limited Company

Transcription

1 (registered seat: 1137 Budapest, Szent István krt. 18. registration number: ) Proposals for agenda items of the Annual General Meeting of Genesis Energy Plc. to be held on 29 April 2011 The Management Board of Genesis Energy Plc. (the Company) convoked the general meeting of the Company by way of publication thereof on the website of the Company in accordance with the Articles of Association of the Company on 29 March The General Meeting shall be held at 10:00 a.m. on 29 April 2011 at the registered seat of the subsidiary of the Company, the Rudagipsz-Mix Ltd. (1143 Budapest, Gizella út st floor). The summary of the proposals of the Management Board for the agenda items of the general meeting are as follows: 1. Report of the Management Board on the business activity of the Company in the year of 2010, approval of the report The General Meeting of the Company approves the report of the Management Board on the business activity of the Company in the year of Report of the Audit Committee, approval of the report The General Meeting of the Company approves the report of the Audit Committee. 3. Report of the Auditor on the financial statements of the Company The report of the auditor on the annual report of the Company. 1

2 4. Approval of the annual report and financial statements of the Company for the business year of 2010 and decision on the distribution of profit The preliminary data of the balance sheet of the Company have been published on the website of the Company. The General Meeting approves the annual report and the balance sheet of the Company made in line with the Hungarian accounting rules for the business year ending on 31 December 2010 including the balance sheet total, which is HUF [*],- that is [*] Hungarian forint and the net balance sheet profit, which is HUF [*],- that is [*] Hungarian forint prepared in accordance with Hungarian accounting laws approved by the Management Board of the Company and proposed for approval to the Meeting. In accordance with the proposal of the Management Board, the General Meeting establishes that the statutory conditions of distributing profit are not met. Accordingly; no disposal is made in respect of the distribution of profit. 5. Report of the Auditor on the consolidated financial statements of the Company Report of the Auditor on the consolidated financial statements of the Company. 6. Approval of the consolidated financial statements of the Company for the year of 2009 The preliminary data of the balance sheet of the Company in respect of the business year of 2010 have been published on the website of the Company. The General Meeting approves the annual report and the balance sheet of the Company made in line with the IFRS accounting rules for the business year ending on 31 December 2010 including the balance sheet total, which is HUF [*],- that is [*] Hungarian forint and the net 2

3 balance sheet profit, which is HUF [*],- that is [*] Hungarian forint prepared in accordance with Hungarian accounting laws approved by the Management Board of the Company and proposed for approval to the Meeting. 7. Approval of the corporate governance report of the Company The corporate governance report for the business year of 2010 prepared in accordance with the requirements of the BSE have simultaneously been published on the website of the Company. The General Meeting approves the corporate governance report in respect of the business year ending on 31 December Assessment of the work of the members of Management Board members in the year of 2009 and decision on granting a release to the members of the Management Board The members of the Management Board have been working in accordance with the previously defined and agreed working plan; in addition, the managing body and the work organization of the Company have sufficient proficiency and experience to achieve the objectives of the Company. It is proposed to grant a release to the members of the Management Board of the Company. On basis of Section 30 (5) of the Act IV of 2006 the General Meeting grants an release to prof. dr. János Földessy in respect of his management board membership. This release verifies that prof. dr. János. Földessy conducted his work as management board member with giving priority to the interests of the Company. Henrietta Csécsey in respect of his management board membership. This release verifies that 3

4 dr. Henrietta Csécsey conducted his work as management board member with giving priority to the interests of the Company. Péter Esztó in respect of his management board membership. This release verifies that dr. Péter Esztó conducted his work as management board member with giving priority to the interests of the Company. Gábor Rényi in respect of his management board membership. This release verifies that to dr. Gábor Rényi conducted his work as management board member with giving priority to the interests of the Company. On basis of Section 30 (5) of the Act IV of 2006 the General meeting grants an release to Mr. István Varga in respect of his management board membership. This release verifies that to Mr. István Varga conducted his work as management board member with giving priority to the interests of the Company. Béla Fodor in respect of his management board membership. This release verifies that to dr. Béla Fodor conducted his work as management board member with giving priority to the interests of the Company. Zsolt Edgár Rasztovits in respect of his management board membership. This release verifies 4

5 that to dr. Zsolt Edgár Rasztovits conducted his work as management board member with giving priority to the interests of the Company. Tamás Weinzierl in respect of his management board membership. This release verifies that to dr. Tamás Weinzierl conducted his work as management board member with giving priority to the interests of the Company. On basis of Section 30 (5) of the Act IV of 2006 the General meeting grants an release to Mr. Gábor Kálmán in respect of his management board membership. This release verifies that to Mr. Gábor Kálmán conducted his work as management board member with giving priority to the interests of the Company. 9. Election of the members of the Management Board There is no resolution proposal 10. Election of the members of the Audit Committee There is no resolution proposal 11. Election of the auditor of the Company The selection of the auditor is under negotiations therefore this resolution proposal does not contain the name of the to be proposed company and the personally responsible auditor yet 12. Amendment of the Articles of Association of the Company The personal changes according to the resolutions approved above necessitate to amend and approve the new, unified text of the Articles of Association of the Company 5

6 : The General Meeting approves the amendments of Articles of Association according to the personal changes approved above and approves the new, unified text of the Articles of Associations of the Company. 13. Decision on the remuneration of the Auditor The Management Board suggests that the remuneration of the auditor of the Company,... (personally responsible auditor:.) as consideration for the auditing services in respect of the business year 2011 shall be [*] HUF. The General Meeting approves the remuneration of the auditor of the Company auditor: (personally responsible auditor:.) in HUF [*] for the business year Information about the future business activity of the Company No resolution proposal is necessary. Budapest, 8 April 2010 The Management Board of Genesis Energy Investment Plc. 6