HUNGARY Law and Practice Contributed by: Mihály Barcza and József Bulcsú Fenyvesi, Oppenheim Law Firm
company (Kft), as described in 2.1 Types of Meeting, Notice and Calling a Meeting . 2.3 Procedure and Criteria for Calling a General Meeting Person Responsible for Calling a Meeting Generally, the directors are responsible for calling a shareholders’ meeting. Shareholders may require the management to call a shareholders’ meeting, provided that those share- holders hold a certain percentage of the votes in the company’s shareholders’ meeting (5% in private com- panies and 1% in public companies). The sharehold- ers need to indicate the reason and objective for the meeting in their request. If the management fails to call the meeting in due course, upon request of the relevant shareholders the commercial court will call the meeting or authorise the relevant shareholders to call the meeting. Invitation and Agenda The director shall call the meeting by sending out an invitation, including the date and place of the meeting, as well as its agenda. The agenda shall include suf- ficient detail to enable the shareholders to formulate an opinion on the subjects to be discussed. In addition, in Nyrts the wording of the proposed reso- lutions and the original and whole documents to be disclosed to the shareholders’ meeting, as well as the reports of the supervisory board on the respec- tive matters and documents underlying the agenda items, shall be accessible to the shareholders before the meeting. Simultaneous to the publishing of these, the documents related to the meeting must be sent electronically to those shareholders who had request- ed them. Proposing New Agenda Items In general, the agenda items are set forth in the invita- tion sent by the directors when calling the sharehold- ers’ meeting. Shareholders holding a stake that reaches the statu- tory threshold may propose new items to the agenda, provided that such proposals include sufficient detail
• approval of the company’s annual report (financial statement) for the previous business year; • distribution of profits and payment of dividends; • decision on the remuneration policy; • approval of the reports submitted by the compa- ny’s bodies; and • any further relevant matters that need to be decid- ed and that are the competence of the sharehold- ers’ meeting – eg, modification of the company’s articles of association, increasing or decreasing the registered capital, or removing or appointing offic- ers of the company. The AGM must be called by publishing an invitation on the company’s website within the statutory deadline. Private Company Limited by Shares (Zrt) and Limited Liability Company (Kft) Private companies usually also hold an AGM where the decision on the distribution of the previous year’s profit is made, and other matters falling within the competence of the shareholders’ meeting may also be decided. However, for private companies the share- holders’ meeting may not necessarily be held in the form of a meeting, but the relevant decisions may be made by the shareholders in writing. The meeting must be called by sending an invitation to the shareholders within the statutory deadline. However, if the notice period was not respected but all shareholders are present and all of them consent to holding the meeting, the meeting can be held and resolutions may be made. 2.2 Notice of Shareholders’ Meetings The notice to be given for general meetings other than AGMs is the same as for AGMs (see 2.1 Types of Meeting, Notice and Calling a Meeting ). However, for a public company limited by shares (Nyrt), unlike the AGM, the notice period may be shortened if a shareholders’ meeting is called in relation to special matters, such as a public bid regarding the company’s shares, or in the case of a successful public bid. The notice period may be shortened for a private company limited by shares (Zrt) or a limited liability
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