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2014-04-30 Number of voting rights at TVK Plc.

Number of voting rights at TVK Plc.

TVK Plc. hereby publishes the number of voting rights attached to its shares and the share capital.
Downloadable Documents

2014-04-30 TVK Annual Financial Statements for the year of 2013

TVK Annual Financial Statements for the year of 2013

Downloadable Documents

2014-04-16 Summary Report of TVK Plc. on the business year 2013

Summary Report of TVK Plc. on the business year 2013

Tisza Chemical Group Public Limited Company (the Company) publishes its Summary Report for the business year of 2013 as according to the requirements of Law on Capital Markets (Tpt.) 53. § (1) paragraph. The Company information mentioned below is available at the website of the Company (www.tvk.hu) below the Investor Relations item.

Places of the disclosures are: the websites of TVK (www.tvk.hu), of the Budapest Stock Exchange (www.bse.hu), the Capital Market Disclosure website (www.kozzetetelek.hu) and the website of the London Stock Exchange (www.londonstockexchange.com).


DISCLOSED INFORMATION

from January 1, 2013 until preparing the report

Announcement date
Content
2 January, 2013 Number of voting rights at TVK Plc.
2 January, 2013 Extraordinary announcement on change in management (Petrochemical Technology and Project Development Director)
31 January, 2013 Number of voting rights at TVK Plc.
7 February, 2013 Extraordinary announcement on change in the top management (Polymer Marketing and Sales Manager)
26 February, 2013 Report on the full year 2012 results of TVK Group
28 February, 2013 Number of voting rights at TVK Plc.
14 March, 2013 Announcement by the Board of Directors of TVK Plc. on the convocation of the company’s ordinary general meeting in 2013
14 March, 2013 Remuneration of members of the Board of Directors and of the Supervisory Board in 2012 as cash and non-cash benefit
27 March, 2013 TVK – AGM documents
2 April, 2013 Number of voting rights at TVK Plc.
18 April, 2013 Resolutions of the AGM, held on April 18, 2013
18 April, 2013 Corporate Governance Report on the year of 2012
18 April, 2013 Summary Report of TVK Plc. on the business year 2012
18 April, 2013 Annual Report of TVK Group prepared on the business year 2012
30 April, 2013 Number of voting rights at TVK Plc.
2 May, 2013 TVK Group Annual Financial Statements for the year of 2012
14 May, 2013 Interim Management Report on Q1 2013 results of TVK Group
28 May, 2013 Articles of Association of TVK Plc. (18.04.2013)
31 May, 2013 Number of voting rights at TVK Plc.
1 July, 2013 Number of voting rights at TVK Plc.
31 July, 2013 Number of voting rights at TVK Plc.
13 August, 2013 Half-year Report on H1 2013 results of TVK Group
2 September, 2013 Number of voting rights at TVK Plc.
2 September, 2013 Extraordinary announcement on change in the senior management of the Company (Polymer Marketing and Sales Manager)
30 September, 2013 Number of voting rights at TVK Plc.
31 October, 2013 Number of voting rights at TVK Plc.
15 November, 2013 Interim Management Report on Q3 2013 results of TVK Group
2 December, 2013 Number of voting rights at TVK Plc.
2 January, 2014 Number of voting rights at TVK Plc.
31 January, 2014 Number of voting rights at TVK Plc.
18 February, 2014 Extraordinary announcement about change in the senior management of the company (Production manager)
25 February, 2014 Report on the full year 2013 results of TVK Group
3 March, 2014 Number of voting rights at TVK Plc.
14 March, 2014 Remuneration of members of the Board of Directors and of the Supervisory Board in 2013 as cash and non-cash benefit
14 March, 2014 Announcement by the Board of Directors of TVK Plc. on the convocation of the company’s ordinary general meeting in 2014
24 March, 2014 TVK – AGM documents
31 March, 2014 Number of voting rights at TVK Plc.
14 April, 2014 Extraordinary announcement about change in the senior management of the company (CFO)

Downloadable Documents

2014-04-15 2014 Annual General Meeting resolutions of TVK Plc.

2014 Annual General Meeting resolutions of TVK Plc.

Tisza Chemical Group Public Limited Company (TVK Plc.) hereby informs its shareholders and the capital market participants about the resolutions of the 2014 Annual General Meeting held at Danubius Health Spa Resort Margitsziget & Danubius Grand Hotel Margitsziget in “Ybl” room on April 15, 2014 at 11 a.m. The AGM had a quorum where the shareholders present were entitled to cast 23,279,241.54 votes all together represented 94.89% of the Company’s shares.

1. The AGM with its resolution 5/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained accepted the proposal of the Board to debate the Agenda items in the order disclosed in the announcement on the convocation of the AGM.

2. The AGM with its resolution 6/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained accepted in possession of the Report by the Board of Directors, the opinion of the Supervisory Board and the Auditor:
a.    the consolidated annual financial statements of Tisza Chemical Group Public Limited Company and subsidiaries, prepared in accordance with the International Financial Reporting Standards (IFRS), for the year ending as of December 31, 2013, including the independent auditor’s report and the related business report, with the balance sheet total amounting to HUF 218,169 million and the net profit amounting to HUF 5,661 million;
b.    the annual financial statements of Tisza Chemical Group Public Limited Company prepared in accordance with the requirements of the Hungarian Accounting Law, for the year ending as of December 31, 2013, including the independent auditor’s report and the related business report, with the balance sheet total amounting to HUF 203,450 million and the after tax profit amounting to HUF 6,201 million.
3. The AGM with its resolution 7/2014. (04.15.) with a 100% majority voted 0 in favour, 23,279,191.04 against, 50.50 abstained rejected the proposal of the Board of Directors to pay no dividend in 2014.

4. The AGM with its resolution 8/2014. (04.15.) with a 100% majority voted 23,279,191.04 in favour, 0 against, 50.50 abstained accepted to pay HUF 6,201 million dividend in 2014 after the financial year ended 31 December 2013, and the Board of Directors should determine the  starting date of the dividend payment in accordance with the regulations of the Articles of Associations.

5. The AGM with its resolution 9/2014. (04.15.) with a 100% majority voted 23,279,241.54  in favour, 0 against, 0 abstained accepted the Corporate Governance Report of Tisza Chemical Group Public Limited Company for the business year of 2013, prepared in accordance with the Corporate Governance Recommendations published by the Budapest Stock Exchange Company Ltd.
(Please note, that the Company publishes the Corporate Governance Report at the same time with the AGM resolution on the website of the Budapest Stock Exchange (www.bet.hu) and of the Company (www.tvk.hu).)

6. The AGM with its resolution 10/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained elected Ernst & Young Könyvvizsgáló Kft. to the Auditor of the Company (appointed auditor: István Havas) for the business year of 2014 until the time of adjourning the Annual General Meeting of 2015, at the latest of 30 April, 2015.

7. The AGM with its resolution 11/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained accepted to determine the Auditor’s fee in HUF 32,000,000 + VAT, for the whole period of the appointment, and authorised the Board of Directors to conclude the commission contract with the appointed Auditor, Ernst & Young Könyvvizsgáló Kft., with the content approved by the AGM.

8. The AGM with its resolution 12/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained accepted the work of Board of Directors performed in the 2013 business year and grant waiver to the Board of Directors under Section 30 (5) of the Companies’ Act.

9. The AGM with its resolution 13/2014. (04.15.) with a 99.98% majority voted 23,274,274.36 in favour, 4,967.18 against, 0 abstained authorized the Board of Directors of the Company to acquire treasury shares pursuant to the following terms and conditions:

Mode of acquisition of treasury shares can be with or without consideration, either on the stock exchange or through public offer or on the OTC market if not prohibited by legal regulations.
The authorization empowers the Board of Directors to acquire any shares of the Company with any par value.
The amount (number) of shares that can be acquired: the total amount of nominal value of treasury shares owned by the Company at any time may not exceed 25% of the actual share capital of the Company.

If the acquisition of the treasury shares is in return for a consideration, the minimum amount which can be paid for one piece of share is HUF 1, while the maximum amount cannot exceed 150% of the highest of the following prices:
a.) the highest price of the deals concluded with the shares on the Budapest Stock Exchange (”BÉT”) on the date of the transaction or

b.) the daily volume weighted average price of the shares on any of the 90 BÉT trading days prior to the date of the transaction or
c.) the volume-weighted average price of the shares during 90 BÉT trading days prior to
(i) the date of signing the agreement for acquiring the treasury shares (particularly purchase agreement, call option agreement or other collateral agreement), or

(ii) the date of acquisition of financial instruments ensuring rights to acquire treasury shares or

(iii) the date of exercising option rights, pre-emption rights; rights ensured by collateral or by financial instruments for acquiring treasury shares or
d.) the closing price of the shares on the BÉT on the trading day which falls immediately prior to
(i) the date of signing the agreement for acquiring the treasury shares (particularly purchase agreement, call option agreement or other collateral agreement), or

(ii) the date of acquisition of financial instruments ensuring rights to acquire treasury shares or

(iii) the date of exercising option rights, preemption rights; rights ensured by collateral or by financial instruments for acquiring treasury shares.
The period of validity of the authorization: from the date of the resolution made on the Annual General Meeting for an 18 months period.
10. The AGM with its resolution 14/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained - meeting the rules set in Clause 12 (1) of Act CLXXVII of 2013 on the temporary and constituent regulations connected to the commencing Act V of 2013 on Civil Code - decided on the application of the new and modified regulations of the Civil Code, it agrees and supports that the future operation of the Company will meet the legal rules in force.

11. The AGM with its resolution 15/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Sections 7.3; 8.9; 13.1 (a), (f), (j), (k) and Section 26 (c) of the Articles of Association as follows:
7.3.    The ordinary shares shall be generated as dematerialized securities in harmony with the relevant legal rules. The data stipulated by the Civil Law and by the relevant rules of law shall be indicated on the document issued of the dematerialized shares (not qualifying as security).
8.9.    The precondition of participation and voting at the general meeting for shareholders is that the shareholder or the proxy shall be registered in the share register. The provisions of the Civil Law and the relevant legal rules as in effect from time to time shall be applicable to the time of the registration in the share register prior to the general meeting as well as to any other connected deadlines; and the closing of the share register as well as the registration in the share register shall take place at the time required by the Civil Law and the relevant legal rules as in effect from time to time. (…)

13.1.     The General Meeting is the principal body of the Company, which comprises of all the shareholders.     The following falls within the exclusive authority of the General Meeting:

a) make decisions on the establishment, amendment and modification of the Articles of Association, unless the Civil Law and the relevant legal rules provides otherwise;

f) decide whether to distribute interim dividends, unless the Civil Law and the relevant legal rules provides otherwise;

j) make decisions on the issue of convertible bonds or bonds carrying voting rights, unless the Civil Law and the relevant legal rules provides otherwise;

k) deciding - given that the Civil Law and the relevant legal rules does not provide otherwise - on the acquisition of own shares, further on the acceptance of a public  purchase offer given for own shares;
26.    Duties of the Auditor

(c) other duties as stipulated by the Civil Law and the relevant legal rules.
12. The AGM with its resolution 16/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended the title of Section 25. and the Sections 25. and 26. of the Articles of Association as follows:
THE STATUTORY AUDITOR
25.    The Company shall have one Statutory Auditor elected for the time period starting from the date of the general meeting when the Statutory Auditor is elected and ending on the date of the general meeting when the statutory financial report of the business year is approved. If the Statutory Auditor is a business association, it shall nominate its member, executive official or employee personally responsible for the auditing of books.
26.    Duties of the Statutory Auditor
(a)    supervision of company records;

(b)    the statutory auditor shall audit the annual reports prepared in accordance with the Accounting Act to establish the authenticity and legality thereof. Furthermore, the statutory auditor shall audit any significant business report submitted to the general meeting whether such reports contain true and correct data, and comply with the applicable laws and regulation. The statutory auditor shall submit a written report to the General Meeting thereon;
13. The AGM with its resolution 17/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 37. of the Articles of Association as follows:
37.    In case of each and every legal dispute arising from these Articles between the shareholders or between the shareholders and the Company, the Company and the Shareholders submit themselves within the required period of time and in cases determined by law to the exclusive jurisdiction of the Tribunal of Miskolc.
14. The AGM with its resolution 18/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained deleted the Section 22.4 of the Articles of Association:

15. The AGM with its resolution 19/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 24.1 (a) and (f) of the Articles of Association as follows:
24.1.    The authority of the Supervisory Board:
a)    controls the management of the Company for the General Meeting;

f)    the Supervisory Board may supervise the books and documents of the Company, may request information from the members of the Board of Directors and from the senior managers. In case of a written request, the addressee shall provide the requested information in written form within 8 (eight) working days.
16. The AGM with its resolution 20/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended the last sentence of the Section 8.1 of the Articles of Association as follows:

Upon the request of a shareholder, the Board shall issue an extract of the Register of Shares containing data in respect of that shareholder and his/her shares free of charge.

17. The AGM with its resolution 21/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 8.3 of the Articles of Association as follows:
8.3.    The shareholder shall be entitled to practice its shareholder’s rights with respect to the Company only after the shareholder had been registered into the register of shares.
18. The AGM with its resolution 22/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 8.9 of the Articles of Association as follows:
8.9.     The precondition of participation and voting at the general meeting for shareholders is that the shareholder or the proxy shall be registered in the share register.
The provisions of the Civil Law and by the relevant rules as in effect from time to time shall be applicable to the time of the registration in the share register prior to the general meeting as well as to any other connected deadlines; and the closing of the share register as well as the registration in the share register shall take place at the time required by the Civil Law and by the relevant rules as in effect from time to time.
At the shareholder’s identification related to the closing of the share register prior to the general meeting, the keeper of the share register shall delete all data contained in the share register at the time of the shareholder identification, and shall simultaneously register the data obtained upon the shareholder identification into the share register and close the share register with the data obtained upon the shareholder identification. After this closing, any registration into the share register pertaining to the ownership of shareholders may not take place until the first business day following the closing of the general meeting.

19. The AGM with its resolution 23/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 9.4. of the  Articles of Association as follows:
9.4.    In order to avoid the threat of severe direct damages to the Company, the Board shall be authorise to decide - with the full observation of legal restrictions - on the purchase of its own shares. Whether or not the Company is threatened by severe damages, shall be established by the Board after due consideration of all circumstances of such case, and based on the unanimous resolution of its members in office. The Board is obliged to represent its report of such event at the next General Meeting. In all other cases - except for legal transactions aiming to withdraw employee shares - the purchase of own shares falls under the authority of the General Meeting requiring simple majority.
20. The AGM with its resolution 24/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 13.1. (c) and (n) of the Articles of Association as follows:
13.1.    The General Meeting is the principal body of the Company, which comprises of all the shareholders.
The following falls within the exclusive authority of the General Meeting:

c)    deciding on the transformation, merger, division, reducing share capital and termination without legal successor of the Company;

n)    approving the Management Share Option Scheme; resolution on the guidelines of the long term remuneration and incentives for the executive officers, Supervisory Board members and of the managers of the company;
21. The AGM with its resolution 25/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained completed Section 15 of the  Articles of Association as follows:
15.    Extraordinary General Meeting
An Extraordinary General Meeting may be convened by the Board of Directors if it deems it as necessary with respect to the operation of the Company, or in cases determined by law the determined minority shareholders, the Board of Directors, the Supervisory Board and the court of registration may also do so.

22. The AGM with its resolution 26/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 16.2 of the Articles of Association as follows:
16.2.    All publication and invitation of the General Meeting shall contain the name and registered office of the Company, the venue, date and time of the General Meeting, the agenda of the General Meeting, the conditions of exercising voting rights, and the date of the repeated General Meeting in case the General Meeting has no quorum.
The invitation and the announcement shall state that the shareholders may exercise their rights at the general meeting through an appointed representative. Unless otherwise provided for by law, the members of the Board of Directors and of the Supervisory Board, and the auditor. The power of attorney has to be provided to the Company in the form of a public or a private document with full probative force or proxy card sent by the Company.

23. The AGM with its resolution 27/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 16.4 of the Articles of Association as follows:
16.4.    The Board shall, according to rules on announcements, publish the draft of substantial data of the financial statements prepared in accordance with accounting standards and of the reports the Board of Directors and the Supervisory Board and the summary of the items on the agenda and the proposed resolutions at least twenty one (21) days prior to the General Meeting.
24. The AGM with its resolution 28/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 17.2 of the  Articles of Association as follows:
17.2.    If the general meeting does not have a quorum, the repeated general meeting shall be re-convened for a date following the original time by not less than ten days and not more than twenty-one days.
Such second General Meeting shall have a quorum to discuss the same agenda regardless of the number of voting shares represented.

25. The AGM with its resolution 29/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained amended Section 22.1 (j) and completed Section 22.1 with a new (r) item of the  Articles of Association as follows:
22.1.    The Board shall have the following powers and duties

(j)    as a non-transferable scope of activity shall be entitled and – in a scope and manner defined in the relevant legal rules – obliged to receive the purchase offers concerning all the shares of the Company on behalf of the shareholders, to give an opinion about the offer and to make suggestions for the shareholders whether the offer is considered to be reasonable and acceptable and within the best interests of the Company. The Board is obliged to disclose its opinion, the business report and operating plan of the bidder in the places determined in Section 36 of the Articles of Association;

(r)    shall be entitled to approve the interim balance sheet in connection with the exercise of rights attaching to redeemable shares, with the acquisition of own shares, the payment of interim dividends, and with the increase of the share capital financed from assets not comprising a part of the share capital.
26. The AGM with its resolution 30/2014. (04.15.) with a 100% majority voted 23,279,241.54 in favour, 0 against, 0 abstained deleted the last item of Section 34 of the Articles of Association.

34.    Dividends shall be paid by the Company in a lump sum by bank remittance, postal transfer or in cash. The Company shall make out (or have it made out) the remittance, postal order to the shareholder (joint representative) or of the person(s) indicated by the shareholder and shall send them to the address of the shareholder indicated in the share register or to any other address specified by the shareholder, or to the bank account indicated by the shareholder. The sum of the dividend can also be obtained personally at the cashier of the Company, if the shareholder notified the Company in due time on his intention.
Downloadable Documents

2014-04-15 TVK Group Corporate Governance Report on the year of 2013

TVK Group Corporate Governance Report on the year of 2013

TVK Group’s Corporate Governance Report in accordance with Budapest Stock Exchange Corporate Governance Recommendations on the year of 2013
Downloadable Documents

2014-04-15 TVK Group Annual Report on the business year of 2013

TVK Group Annual Report on the business year of 2013

Downloadable Documents

2014-04-14 Extraordinary announcement on change in the senior management of the Company

Extraordinary announcement on change in the senior management of the Company

Tisza Chemical Group Public Limited Company (TVK Plc.) hereby informs its shareholders and capital market participants that as from April 15, 2014 Ákos Székely Ph.D. will be the Chief Financial Officer of TVK Plc. Ákos Székely Ph.D. does not hold any TVK shares.

We wish Mr. Balázs Sándor, former Chief Financial Officer, further success in his professional career.

2014-03-31 Number of voting rights at TVK Plc.

Number of voting rights at TVK Plc.

TVK Plc. hereby publishes the number of voting rights attached to its shares and the share capital.

Downloadable Documents

2014-03-24 TVK – AGM documents

TVK – AGM documents

Proposals and the documents related to the proposals (Business Report and Annual Financial Statements) of the Board of Directors of TVK Plc. to the 2014 Annual General Meeting of the Company, convoked on April 15, 2014.

Downloadable Documents

2014-03-14 Remuneration of members of the Board of Directors and of the Supervisory Board in 2013 as cash and non-cash benefit

Remuneration of members of the Board of Directors and of the Supervisory Board in 2013 as cash and non-cash benefit

 
Downloadable Documents
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