Synergon Information Systems
Plc. Convokes the Extraordinary General
Meeting at 9:00 on January 30th, 2009
The Board of Directors of the Synergon
Information Systems Plc. (headquarters: 1047 Budapest Baross u. 91-95. Metropolitan
Court,
registered by the Court of Registration under company registration no. 01-10-044960)
decided to convoke the Company’s Extraordinary General Meeting at
9:00 on January 30, 2009 in
the Company’s headquarters’ (1047 Budapest Baross u. 91-95) meeting room Gaia
, to which
event herewith invites its shareholders. Should the General Meeting fail to
constitute a quorum the Board of Directors shall convene the general meeting
for 10:00 on January 30, 2009 at the same venue, with the same agenda. The
General Meeting shall be considered a quorum irrespective of the number of
shareholders present.
The agenda of the General
Meeting:
1. Approval of proposals made by the Board of Directors in the matter of
the transformation of the Company
2. Report of the independent auditor on the transformation of the Company
3. Opinion of the Supervisory Board on the transformation as well as on the
draft asset balances and draft asset inventory and attachments related thereto
4.
Counting of the shareholders who do not wish to participate either in
the Company to be transformed or in the legal successor new company to be
separated and count of their shares
5. Decision on the amount of asset proportion payable for the shareholders
who do not wish to participate either in the Company to be transformed or in
the legal successor new company to be separated and on the order of settlement
with the departing shareholders
6. Decision on the draft asset balances and draft asset inventory and
attachments related thereto with regard to the transformation
7. Decision on the transformation, approval of the Demerger Agreement
8. Decision on the approval of the modification of the Articles of
Association of Synergon Information Systems Plc. related to the transformation
and on the approval of the wording of the Articles of Association of the new
company to be established as a result of separation
9.
Others.
The participation in the General Meeting and exercising
the right to vote are subject to the following:
(a) the shareholder
verification effectively verifies the possession of shares
(b) to ensure that the Share
Register is updated the Company will instruct Keler Zrt. (Central Clearing
House and Depository Ltd.) to perform shareholder verification
(c) to ensure that in case the
shareholder is represented by its authorized representative this is registered
in the Share Register
(d) to register , shareholders
and authorized representatives shall identify themselves by a valid identity
card or passport, and or letter of proxy ;by signing the attendance sheet they
will receive the shareholder’s voting coupons, entitling them to vote and
participate in the General Meeting.
The shareholders shall contact the securities
account manager to have themselves registered in the Share Register, which will
provide them a proprietary certificate.
Shareholders may exercise their rights at the
General Meeting via a proxy. A letter of proxy in form of a private or public
document with full conclusive force shall be submitted the latest before the
opening of the General Meeting to the Chairman of the Board, or to the
substitute of the Chairman of the Board, or to the person appointed by the
Chairman of the Board. The A letter of proxy is valid through the General
Meeting and is case the General Meeting fails to constitute a quorum through
the repeated Meeting.
The shareholders may ask their securities account
executive for the blockage of their shares by January 23, 2009. The Keler Zrt.
(Central Clearing House and Depository Ltd. - 1075 Asbóth u. 9-11) instructed
with the Share Register of the company, will handle requests received by 15:00,
January 26, 2009, after that until the end of the General Meeting will not make
any registrations in the Share Register. The proprietary certificate issued to
grant the right to vote is valid only to the day of the General Meeting and the
repeated General Meeting.
The Company disclaims any liability for the
fulfillment of instructions given to the securities account managers or for any
consequences arising from omission or misrepresentation of data by a securities
account manager.
The Company announces the shareholders that the
Company’s valid Articles of Association can be on view at the Company’s
headquarters or on the webpage (www.synergon.hu)
Synergon Information
Systems Plc.