16 April, 2009

2009 Annual General Meeting resolutions of Tisza Chemical Group Public Limited Company

Tisza Chemical Group Public Limited Company (TVK Plc.) hereby informs its shareholders and the capital market participants about the resolutions of the 2009 Annual General Meeting held at Danubius Health Spa Resort Margitsziget in Magnólia room on April 16, 2009 at 11 a.m. The GM had a quorum where the shareholders present were entitled to cast 23,289,176.91 votes all together represented 94.93% of the Company’s shares.

1.            The GM with its resolution 5/2009. (04.16.) with a 100% majority voted 23,289,176.91 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 GM with its resolution 6/2009. (04.16.) with a 100% majority voted 23,289,176.91 in favour, 0 against, 0 abstained in possession of the Report by the Board of Directors, the opinion of the Supervisory Board and the Auditor to accept:

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, 2008, including the independent auditor’s report and the related business report, with the balance sheet total amounting to HUF 209,781 million and the net loss amounting to HUF 146 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, 2008, including the independent auditor’s report and the related business report, with the balance sheet total amounting to HUF 194,456 million and the after tax profit amounting to HUF 675 million.

The Board of Directors recommends to the General Meeting to pay HUF 1,991,849,126 (HUF 82 per share) as a dividend in 2009 connected to the year ended 31 December 2008. The starting date of the dividend payment will be defined by the Board of Directors as in accordance with the Articles of the Association.

3.            The GM with its resolution 7/2009. (04.16.) with a 100% majority voted 23,289,176.91 in favour, 0 against, 0 abstained accepted the Corporate Governance Report of Tisza Chemical Group Public Limited Company for the business year of 2008, 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).) 

4.            The GM with its resolution 8/2009. (04.16.) with a 100% majority voted 23,289,176.91 in favour, 0 against, 0 abstained elected Ernst & Young Könyvvizsgáló Kft. to the Auditor of the Company (appointed Auditor: Judit Szilágyi) for the business year of 2009 until the time of adjourning the Annual General Meeting of 2010, until 30 April, 2010.

5.            The GM with its resolution 9/2009. (04.16.) with a 100% majority voted 23,289,176.91 in favour, 0 against, 0 abstained accepted to determine the Auditor’s fee in HUF 35,095,000 + 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.

6.            The GM with its resolution 10/2009. (04.16.) with a % majority voted 23,289,176.91 in favour, 0 against, 0 abstained accepted the amendment of Article 32) of the Articles of Association as follows:

32.        The starting date for the payment of dividends shall be defined by the Board of Directors in such way as to ensure a period of at least 10 working days between the first publication date of such announcement and the initial date of dividend distribution. Only those shareholders are entitled to receive dividend, who are registered in the share register of the Company on the basis of shareholders identification executed on the date published by the Board of Directors in the announcement on the dividend payment.

Such date relevant to the dividend payment determined by the Board of Directors may deviate from the date of the general meeting deciding on the payment of dividend. However, the date of the shareholder identification made in compliance with the regulations of KELER in respect of the dividend payment shall not take place more than five working days after the general meeting passing a resolution on the payment of dividend.