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ENEFI ENERGIAHATEKONYSAGI NYRT. (12/2019) Resolution proposals

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Resolution proposals of ENEFI for the the General Meeting. Supplement version. Details in the enclosure.

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    1


    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.



    Resolution Proposals
    of
    ENEFI Energy Efficiency Plc.
    for the
    General Meeting
    1

    SUPPLEMENT VERSION
    1The present resolution proposalsare the translation of the “Az ENEFI EnergihatékonyságiNyrt. Közgylési El terjesztései”
    drafted in Hungarian language. In case of any discr epancies between the Hungarian and English language versions the
    Hungarian version shall prevail.



    2


    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.

    ENEFI Energy Efficiency Plc. hereby announces for i nforming its reputable shareholders the proposals
    for its upcoming extraordinary general meeting , resolution proposals and current information on t he
    number of shares and voting rights at the time of convocation of the general meeting as set out
    below.
    I. Summary

    The Board of Directors had published, that it parti cipated in the implementation of two projects
    supported by the European Union: The budget of the PAN-LNG and the Clean Fuel Box projects is EUR
    17 million and EUR 11.6 million respectively suppor ted in 85% by the Innovation and Networks
    Executive Agency (hereinafter referred to as “INEA” , Managing Authority).

    The Shareholders’ Meeting shall accept the modified strategy of the Board of Directors, participate in
    the implementation of two projects supported by the European Union (PAN-LNG and the Clean Fuel
    Box projects).
    In accordance with the option provided by statutory provisions, the Company recommends to set the
    threshold applicable for the quorum of the original general meeting at 10%, for the sake of the more
    effective organisation of general meetings. In addi tion to the above, making a reference to the
    legislation text is recommended concerning the reco nvened general meeting.

    Shareholder holding more than 1% of the votes has p ut forward a proposal for the supplementation
    of the agenda of the General Meeting with the following agenda items:

    - Amendment of Section 7 Part VI of the Articles of A ssociation
    - Decision on the conversion of the previously issued employee shares into ordinary shares and on
    the initial public offering thereof.
    - Amendment of Section 1 Part VI of the Articles of A ssociation and accepting the new uniform
    Articles of Association

    The shareholder has also submitted resolution propo sals in connection with the agenda items.



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    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.


    II. Agenda items

    1. Decision on the acceptance of the modified strat egy of the Board of Directors.
    2. Decision on the amendment of sections VIII/3.1., 3.2. of the Company’s Articles of Association.
    3. Decision on the acceptance of the Articles of As sociation comprised in a consolidated structure
    together with the amendments
    4. Amendment of Section 7 Part VI of the Articles o f Association
    5. Decision on the conversion of the previously iss ued employee shares into ordinary shares and on the
    initial public offering thereof.
    6. Amendment of Section 1 Part VI of the Articles of Association and accepting the new uniform Article s of
    Association

    III. Resolution proposals

    Agenda item 1.:
    Decision on the acceptance of the modified strategy of the Board of Directors.

    Proponent: Board of Directors
    Resolution Proposal: The Shareholders’ Meeting shal l accept the modified strategy of the Board of
    Directors, participate in the implementation of two projects supported by the European Union (PAN-
    LNG and the Clean Fuel Box projects).
    Reasoning: The Board of Directors had published, th at it participated in the implementation of two
    projects supported by the European Union: The budge t of the PAN-LNG and the Clean Fuel Box
    projects is EUR 17 million and EUR 11.6 million res pectively supported in 85% by the Innovation and
    Networks Executive Agency (hereinafter referred to as “INEA”, Managing Authority).

    The management of ENEFI Plc. see great potential in participating in the projects; nevertheless it
    must be made clear and pointed out that investment in the projects is expressly risky due to the
    status of the projects.
    Agenda item 2.:
    Decision on the amendment of sections VIII/3.1., 3. 2. of the Company’s Articles of Association.

    Proponent: Board of Directors
    Resolution Proposal: - The shareholders’ meeting shall amend Section VIII/ 3.1. of the Articles of Association of the
    Company as follows:
    3.1. The general meeting has quorum if shareholders representing more than 10% of the
    votes embodied by shares with voting rights are pre sent.
    - The shareholders’ meeting shall amend Section VIII/ 3.2. of the Articles of Association of the
    Company as follows:
    3.2. If the general meeting fails to have quorum, t he reconvened general meeting shall
    have a quorum on the issues of the original agenda irrespective of the number of those


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    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.

    present, the reconvened general meeting shall be he ld after a period of between ten and
    twenty-one days have lapsed.

    Reasoning:
    In accordance with the option provided by statutory provisions, the Company recommends to set the
    threshold applicable for the quorum of the original general meeting at 10%, for the sake of the more
    effective organisation of general meetings. In addi tion to the above, making a reference to the
    legislation text is recommended concerning the reco nvened general meeting.

    Agenda item 3.:
    Decision on the acceptance of the Articles of Assoc iation comprised in a consolidated structure
    together with the amendments
    Proponent: Board of Directors
    Resolution Proposal:
    The shareholders’ meeting shall acceptance of the A rticles of Association comprised in a consolidated
    structure together with the amendments.
    Agenda item 4.:
    Amendment of Section 7 Part VI of the Articles of A ssociation
    Proponent: Shareholder
    Resolution Proposal:

    “The general meeting shall amend Section 7 Part VI of the Articles of Association with the following text:

    The general meeting shall be authorised to make a d ecision any time irrespectively of the target price to
    convert employee shares into ordinary shares in the rate of 1/1 In such case on the basis of the decision of
    the general meeting one piece of employee share sha ll be replaced by one piece of ordinary share
    representing the rights and liabilities equivalent with the previously issued dematerialised ordinary shares
    with the par value of HUF 10. The general meeting m ay decide to convert employee shares into ordinary
    shares by at least the three quarter majority of the votes represented by the shares providing the rig ht to
    vote and present at the general meeting. If the general meeting of the Company decides on the conversi on,
    the Board of Directors shall take measures in accordance with legal regulations and the rules of the central
    treasury to cancel the instrument issued about the former dematerialised shares, to issue new instrume nts
    and to credit the converted shares at the securities account and to conduct initial public offering of such
    shares at the stock exchange.”

    Agenda item 5.:
    Decision on the conversion of the previously issued employee shares into ordinary shares and on the initial
    public offering thereof.
    Proponent: Shareholder
    Proposed decision No: 1 related to the second propo sed point on the agenda: The general meeting shall
    decide to convert 2,500,000 pieces of HUF 10 par va lue each, total par value HUF 25,000,000
    dematerialised employee shares previously issued by the company into 2,500,000 pieces of HUF 10 par
    value each, total par value HUF 25,000,000 demateri alised ordinary shares so that the employees shares
    shall be cancelled and replaced by ordinary shares as a result of the conversion. As a result of the
    conversion, the registered capital of the company shall not be changed (HUF 100,000,000); the register ed
    capital shall consist of 10,000,000 pieces of registered, dematerialised ordinary shares, HUF 10 par v alue
    each.
    Proposed decision No: 2 related to the second propo sed point on the agenda: The general meeting shall
    decide that the Board of Directors requests the initial public offering of the 2,500,000 pieces of HUF 10 par


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    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.

    value each, total par value HUF 25,000,000 demateri alised ordinary shares issued as a result of the
    conversion and replacing the employee shares at the Budapest Stock Exchange.

    Agenda item 6.:
    Amendment of Section 1 Part VI of the Articles of A ssociation and accepting the new uniform Articles of
    Association
    Proponent: Shareholder
    Proposed decision No: 1 related to the third propos ed point on the agenda: The general meeting shall
    amend Paragraph 1, Section 1 Part VI of the Articles of Association with the following text:

    1. The registered capital consists of 10,000,000 pi eces of registered, dematerialised ordinary shares, the par
    value of which is HUF 10, each.
    Proposed decision No: 2 related to the third propos ed point on the agenda: The general meeting shall d ecide
    to accept the uniform Articles of Association with the amendments.

    Explanation:
    In accordance with the previously developed strateg y the option to draw the employee shares was bound to
    a price level. As a shareholder I have arrived to the opinion that price around HUF 300 (limit of draw ing)
    differing from the current price but still not verifying the “real” value of the Company is more a fac tor
    hindering the pricing (normal market processes) even at the current price than a rational approach. I think
    that the immediate “convertibility” of the employee shares eliminates the constant pressure on the price and
    releases the conversion of employee shares which is prolonged in time and which does not serve the
    interest of the shareholders of the Company so that it is has more hindering than supporting effect in the
    future as a well-understood economic interpretation of maximising the interest of the owners.

    I have made the present proposal exclusively result ing from my own considerations and interests (as an
    owner); I neither wish to discuss the correctness of my thoughts nor to have them interpreted by other s.
    Exercising my rights I shall act with proper title in relation with the proposals detailed above.



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    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.

    I. Number of shares and voting rights

    The Company hereby publishes the number of voting r ights attached to its shares and size the of its
    share capital as of the time of convocation of the general meeting.

    Composition of share capital of the Company:
    Share series Nominal value
    (HUF/share)
    Issued number Total Nominal
    value (HUF)
    Ordinary shares 10 7.500.000 75.000.000, -
    Employee shares 10 2.500.000 25.000.000, -
    Share capital 10.000.000 100.000.000, -

    Number of voting rights attached to the shares:
    Share series Issued
    number
    Shares with
    voting rights
    Voting right
    per share
    Total voting
    rights
    Number of
    own shares
    Ordinary shares 7.500.0 00 7.500.000 1 7.500.000 31 1740
    Employee shares 2.500.000 2.500.000 1 2.500.000 630 000
    Total: 10.000.000 10.000.000 1 10.000.000

    The Company’s connected entities own shares: 1 202 301 units.

    The Company calls the attention of its reputable in vestors to their reporting obligations towards
    MNB and the Company in connection with the above ch anges – if any – with special regard to the
    provisions of the Capital Market act and the Compan y’s Articles of Associations.



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    Date of General Meeting: 11. 03. 2019, 10 a.m.
    Place of Genera Meeting: 1134 Budapest, Klapka utca 11.
    Date of repeated General Meeting: 22. 03. 2 019, 10 a.m.

    AUTHORISATION TEMPLATE

    I, the undersigned ________ (mother’s name: ________, place and date of birth: ______, ID
    card number: ________) residing under __________
    or
    The undersigned __________ (company registration nu mber: ____, tax number: _______,
    registered seat: _________, represented by: _______ ______)

    as the shareholder of ENEFI Energy Efficiency Plc. (company registration number: Cg. 01-10-
    045428, registered seat: 1134 Budapest, Klapka utca 11. “Company ”) today, hereby

    authorise
    ________ (mother’s name: ________, place and date of birth: ______, ID card number:
    ________) residing under __________
    to represent me at the shareholders’ meeting of the Company to be held on the

    . __.
    th __. 20__(___),
    under ___________ at, ___ o’clock

    with full power of representation or under the fol lowing instructions (in case of bound
    mandate).
    Dated: . __.th ___.20___

    _____________________ __________________
    Assignor Assignee

    Witnessed in the presence of:
    Readable Name: Readable Name:
    Readable Home address: Readable Home address:
    Signature: Signature:



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WSZYSTKIE KOMUNIKATY SPÓŁKI
Informacje o spółce
Nazwa:ENEFI Energiahatekonysagi Nyrt.
ISIN:HU0000089198
NIP:
EKD:
Adres: Klapka u. 11 1134 Budapeszt
Telefon:+36 1 2793550
www:www.e-star.hu
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