HUNGARY Law and Practice Contributed by: Mihály Barcza and József Bulcsú Fenyvesi, Oppenheim Law Firm
to enable the other shareholders to formulate an opin- ion on the matter. 2.4 Information and Documents Relating to the Meeting In general, all shareholders are entitled to receive notice of a general meeting. The method for com- municating such notice and the related information may vary depending on the form of company: see 2.1 Types of Meeting, Notice and Calling a Meeting and 2.2 Notice of Shareholders’ Meetings . In addition to the information communicated to them in the notice/invitation for the meeting, shareholders of a company limited by shares (a Zrt or a Nyrt) may request further information from the management on the agenda items before the shareholders’ meeting, which the management shall provide. Shareholders have further rights to obtain informa- tion from and regarding the company, including by inspecting the company registers. General Rules Companies shall publish their annual financial reports to the public. Beyond that, if required by any shareholder, regard- less of the amount of their participation interest, the director shall provide the shareholder with information regarding the operations of the company and allow access to the books and documents of the company. The director may request a written non-disclosure agreement before giving this information or providing access, but has very limited room to refuse to provide information and/or access. Further Disclosure Requirements in Respect of Nyrts Generally, public companies limited by shares (Nyrts) shall disclose essential details to the public on a reg- ular basis regarding their financial position and the general course of their business, via publishing a half- yearly report and an annual report. Nyrts shall also provide extraordinary disclosure of information to the public without delay or within the following business day regarding any information that
concerns the value or yield of their securities issue, directly or indirectly, and which may have any bearing on the reputation of the issuer. Nyrts shall also noti- fy the public according to the above, if they receive notice from any shareholder on their acquisition of a certain participation interest (see 3.4 Disclosure of Interests ). The shareholders’ meeting often makes its resolutions at a session – ie, a physical meeting of the share- holders. However, in most cases it is also possible to resolve on issues in writing, or to hold a virtual meeting (see below); this option was frequently used during the COVID-19 pandemic. Generally, both options are allowed if they are included in the articles of associa- tion. Resolution in Writing 2.5 Format of Meeting Shareholders’ Meeting A resolution in writing may be initiated by the directors by sending the draft of the resolution to the sharehold- ers. They shall be given at least eight days from the time of receipt to send their vote to the management, either via post, mail or electronically (for the latter, see details below). The general rules of quorum and voting majorities apply. The directors determine the outcome of the voting and convey the results to the sharehold- ers within the statutory deadline. Virtual Meetings Shareholders can also hold a virtual shareholders’ meeting by means of electronic communication instead of attending in person, if the articles of asso- ciation duly regulate this option. The rules of a virtual meeting are set out in detail by the law on Zrts and Nyrts. The rules include that the shareholders may decide whether they wish to participate in person or virtually, and that they shall indicate their decision to the management five days in advance. No virtual meeting may be held if share- holders holding at least 5% of the voting rights object. Electronic Communication Shareholders may communicate with the company, and the company may communicate with the share-
90 CHAMBERS.COM
Powered by FlippingBook