HUNGARY Law and Practice Contributed by: Mihály Barcza and József Bulcsú Fenyvesi, Oppenheim Law Firm
2.9 Voting Requirements Acting Personally or Via a Representative/Proxy Shareholders may exercise their voting rights if their shareholder capacity is certified as specifically pro- vided for regarding the relevant company form – eg, in companies limited by shares, shareholders may vote at the shareholders’ meeting once they have been entered into the book of shareholders or they pos- sess the relevant certificates of shares. Shareholders may vote personally, provided that they certify their identity, or through an authorised repre- sentative. A representative may be authorised in writ- ing with the statutory formalities to act on behalf of the shareholder. Members of the supervisory board, directors and the auditor of the company may not act as representatives. Methods for Casting Votes Voting may be conducted by a show of hands, verbal- ly, polls, email, etc. If voting is made in writing, votes may also be cast via postal mail, courier or email. However, voting is always conducted in accordance with the type of meeting or voting, and as allowed by the articles of association. For further details, see 2.5 Format of Meeting . In general, the number of a shareholder’s votes are proportionate to the shareholder’s shareholding (ie, its participation in the company’s registered capital). However, the articles of association may provide that certain shareholders have more votes than would be justified by their shareholding, or certain shares embody more votes than would be justified by their face value, either generally or with respect to certain matters. Shareholders may even have veto rights on certain issues or may be vested with the number of votes that grants the right to decide certain matters alone. Weighted voting rights are restricted in a public company limited by shares, as explained in 1.3 Types or Classes of Shares and General Shareholders’ Rights . 2.10 Shareholders’ Rights Relating to the Business of a Meeting Shareholders have the right to require that a specific issue be considered at a shareholders’ meeting. They may request that a certain item be added to the agen-
• termination of the company; • increase or decrease of registered capital; • modifying the company’s articles of association; • acquisition of shares in the company by a third person (if applicable), purchasing the shares in the company to be offered to a third person or desig- nating another third person to purchase (if applica- ble); • appointment and dismissal of the management, the auditor and the members of the supervisory board (if applicable); and • prior approval of contracts concluded by the com- pany and its officers or their relatives. The articles of association may also determine further operative issues or management competences, for which the pre-approval of the shareholders’ meeting is necessary. Special Approval Matters If a Kft’s shareholder wishes to transfer its share to two or more separate persons or if it wishes to retain a part of its share, that share needs to be divided (for further details, see 3.2 Share Transfers ). In Nyrts and Zrts, rights attached to a certain series of shares may be detrimentally altered only if the share - holders who hold shares in the given series specifi- cally consent to the change. This approval is also necessary if a capital increase in the company would affect the rights attached to certain shares. Further Requirements Set Out by the Shareholders’ Agreement A shareholders’ agreement may also set out that a certain majority is necessary for rendering a decision, or an investor might veto a certain decision without incorporating that requirement into the articles. In this case, the contracting parties shall comply with any such requirements under the contract, and failure to do so will be a breach of contract. However, unless those requirements are incorporated in the company’s articles of association, these breaching decisions are still valid under corporate law.
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