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  • The Chemical Works of Gedeon Richter Plc. (Richter Gedeon Vegyészeti Gyár Nyilvánosan Működő Rt.)

    (H-1103 Budapest, Gyömrői út 19-21.)

    Agenda of the Annual General Meeting ("AGM") on Tuesday, April 28, 2020

    at 2.00 p.m. The venue of the AGM shall be at Mátyás u. 8, H-1093 Budapest (Budapest Music Center).

    1. Report on the 2019 business activities of the Richter Group and presentation of the

    Richter Group’s draft Consolidated Annual Report pursuant to the IFRS 2. Report of the Statutory Auditor on the Richter Group’s draft 2019 Consolidated

    Annual Report pursuant to the IFRS 3. Report of the Supervisory Board including the report of the Audit Board on the

    Richter Group’s draft 2019 Consolidated Annual Report pursuant to the IFRS 4. Approval of the Richter Group’s draft 2019 Consolidated Annual Report pursuant

    to the IFRS 5. Report of the Board of Directors on the 2019 business activities of the Company

    (on the management, the Company’s financial situation and business policy) and presentation of the Company’s draft 2019 individual Annual Report prepared pursuant to the IFRS

    6. Report of the Statutory Auditor on the Company’s draft 2019 individual Annual Report prepared pursuant to the IFRS

    7. Report of the Supervisory Board including the report of the Audit Board on the Company’s draft 2019 individual Annual Report prepared pursuant to the IFRS

    8. Approval of the Company’s draft 2019 individual Annual Report pursuant to the IFRS

    9. Resolution on the determination and allocation of the after-tax profit and the rate of dividends

    10. Corporate Governance Report 11. Amendments to the Company’s Statutes (changes due to Act LXVII of 2019 on

    Promoting Long-Term Shareholder Commitment, especially regarding the remuneration policy and the remuneration report; procedural rules of reporting by the Supervisory Board on the proposals of the Board of Directors, authorizing the Chief Executive Officer to amend the Organizational and Operational Rules and Regulations)

    12. Advisory vote on the remuneration policy applicable from 2021 13. Report of the Board of Directors on the treasury shares acquired by the Company

    based upon the authorization in AGM resolution No.13/2019.04.24. 14. Authorization to the Board of Directors for the purchase of own shares of the

    Company 15. Election of members of the Board of Directors 16. Resolution on the remuneration of the members of the Board of Directors 17. Resolution on the remuneration of the members of the Supervisory Board 18. Election of the Company's statutory auditor 19. Resolution on the remuneration of the Company's statutory auditor 20. Miscellaneous

  • 1.

    Report on the 2019 business activities of the Richter Group and presentation of the Richter Group’s draft Consolidated Annual Report pursuant to the IFRS

  • Gedeon Richter Plc. Consolidated Financial Statements For the year ended 31 December 2019 all amounts in HUFm

    7

    Consolidated Statement of Changes in Equity for the year ended 31 December 2018

    Notes Share capital

    Share premium

    Capital reserves

    Treasury shares

    Revaluation reserve for securities at FVOCI

    Foreign currency

    translation reserves

    Retained earnings

    Equity attributable to owners of the

    parent Non-controlling

    interest Total HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm

    Balance at 1 January 2018 (as restated) 18,638 15,214 3,475 (415) 9,964 9,855 604,094 660,825 4,692 665,517

    Profit for the year - - - - - - 35,348 35,348 845 36,193 Exchange differences arising on translation of foreign operations - - - - - 4,422 - 4,422 187 4,609 Exchange differences arising on translation of associates and joint ventures 14 - - - - - (95) - (95) - (95) Actuarial loss on retirement defined benefit plans 28 - - - - - - (353) (353) - (353) Revaluation reserve for securities at FVOCI 24 - - - - (5,154) - - (5,154) - (5,154)

    Comprehensive income for year ended 31 December 2018 - - - - (5,154) 4,327 34,995 34,168 1,032 35,200

    Purchase of treasury shares 25 - - - (3,607) - - - (3,607) - (3,607) Transfer of treasury shares 25 - - - 1,836 - - (1,836) - - - Recognition of share-based payments 24 - - - - - - 1,697 1,697 - 1,697 Ordinary share dividend for 2017 31 - - - - - - (12,673) (12,673) - (12,673) Dividend paid to non-controlling interest - - - - - - - - (149) (149) Acquisition of non-controlling interest - - - - - - (225) (225) (50) (275) Additional paid in capital to subsidiaries - - - - - - - - 35 35

    Transactions with owners in their capacity as owners for year ended 31 December 2018 - - - (1,771) - - (13,037) (14,808) (164) (14,972)

    Balance at 31 December 2018 18,638 15,214 3,475 (2,186) 4,810 14,182 626,052 680,185 5,560 685,745

    The notes on pages 10-86 form an integral part of the Consolidated Financial Statements.

  • Gedeon Richter Plc. Consolidated Financial Statements For the year ended 31 December 2019 all amounts in HUFm

    8

    Consolidated Statement of Changes in Equity for the year ended 31 December 2019

    Notes Share capital

    Share premium

    Capital reserves

    Treasury shares

    Revaluation reserve for securities at FVOCI

    Foreign currency

    translation reserves

    Retained earnings

    Equity attributable to owners of the

    parent Non-controlling

    interest Total HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm HUFm

    Balance at 1 January 2019 18,638 15,214 3,475 (2,186) 4,810 14,182 626,052 680,185 5,560 685,745

    Profit for the year - - - - - - 47,135 47,135 1,295 48,430 Exchange differences arising on translation of foreign operations - - - - - 8,210 - 8,210 250 8,460 Exchange differences arising on translation of associates and joint ventures 14 - - - - - (179) - (179) - (179) Actuarial loss on retirement defined benefit plans 28 - - - - - - (640) (640) - (640) Revaluation reserve for securities at FVOCI 24 - - - - 3,810 - - 3,810 - 3,810

    Comprehensive income for year ended 31 December 2019 - - - - 3,810 8,031 46,495 58,336 1,545 59,881

    Purchase of treasury shares 25 - - - (3,539) - - - (3,539) - (3,539) Transfer of treasury shares 25 - - - 1,855 - - (1,855) - - - Recognition of share-based payments 24 - - - - - - 1,636 1,636 - 1,636 Ordinary share dividend for 2018 31 - - - - - - (18,637) (18,637) - (18,637) Dividend paid to non-controlling interest - - - - - - - - (213) (213) Acquisition of non-controlling interest - - - - - - - - - - Additional paid in capital to subsidiaries - - - - - - - - - - Sale of subsidiary - - - - - - - - - -

    Transactions with owners in their capacity as owners for year ended 31 December 2019 - - - (1,684) - - (18,856) (20,540) (213) (20,753)

    Balance at 31 December 2019 18,638 15,214 3,475 (3,870) 8,620 22,213 653.691 717.981 6.892 724.873

    The notes on pages 10-86 form an integral part of the Consolidated Financial Statements.

  • Gedeon Richter Plc. Notes to the consolidated financial statements For the year ended 31 December 2019 all amounts in HUFm

    9

    Consolidated Cash Flow Statement for the year ended 31 December

    Notes 2019 2018 HUFm HUFm

    Operating activities Profit before income tax 50,848 43,953 Depreciation and amortisation 5 39,320 34,907 Non-cash items accounted through Consolidated Income Statement 14 (503) 2,130 Net interest and dividend income 7 (320) (1,362) Changes in provision for defined benefit plans 28 733 249 Reclass of results on changes of property, plant and equipment and intangible assets 1,725 312 Impairment recognised on intangible assets and goodwill 12,18 38,055 24,680 Expense recognised in respect of equity-settled share based payments 24 1,636 1,743 Movements in working capital Increase in trade and other receivables (33,063) (4,617) Increase in inventories (6,308) (8,772) Increase in payables and other liabilities 13,452 13,300 Interest paid (1) (2) Income tax paid 16 (7,360) (6,178) Net cash flow from operating activities 98,214 100,343 Cash flow from investing activities Payments for property, plant and equipment* (39,507) (39,073) Payments for intangible assets* (18,578) (18,982) Proceeds from disposal of property, plant and equipment 1,449 736 Government grant received related to investments 2,428 901 Payments to acquire financial assets (11,633) (3,291) Proceeds on sale or redemption on maturity of financial assets 4,731 17,498 Disbursement of loans net 492 (646) Interest received 7 914 1,349 Dividend received 7 1 15 Net cash outflow on purchase of group of assets - (2,881) Net cash flow to investing activities (59,703) (44,374) Cash flow from financing activities Purchase of treasury shares 25 (3,539) (3,653) Dividend paid 31 (18,850) (12,673) Principal elements of lease payments 12 (3,791) - Repayment of borrowings 29 (2) - Net cash flow to financing activities (26,182) (16,326) Net increase/(decrease) in cash and cash equivalents

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