TDE.L Regulatory News (TDE)

27 Apr 2006 16:32

Cesky Telecom A.S.27 April 2006 > PRESS RELEASE - 27. 4. 2006> RESULTS OF CESKY TELECOM'S REGULAR GENERAL MEETING This year's regular general meeting of the shareholders of CESKY TELECOM, a.s.,took place on April 27, 2006 in Prague. Shareholders holding more than 72 % ofthe company's shares took part; therefore, the general meeting had a quorum. CESKY TELECOM's highest corporate body approved the company's regular financialstatements and consolidated financial statements for 2005 according toInternational Financial Reporting Standards (IFRS), recommended for approval bythe Board of Directors. Both financial statements were audited by Ernst & Young. According to the financial statements for 2005, the company recorded aconsolidated profit of CZK 6.248 billion and an unconsolidated net profit of CZK7.164 billion. The general meeting approved the Board of Directors' proposal regarding thepayment of dividends from the net profit from 2005 in the amount of CZK 6.782billion and from the retained net profit from previous years in the amount ofCZK 7.712 billion, i.e. a total of CZK 14.494 billion. This represents dividendper share in the amount of CZK 45 before taxation. September 25, 2006 has beenset as the decisive day for the payment of dividends; dividends will be paid onOctober 2, 2006. The proposed amount of the dividends ensues from a thoroughanalysis of the company's past results, the current state of its balances, andexpected future results for the company. The company's Board of Directorsexpects that a continuously strong development of cash flows in 2006 will enableit to pay dividends in the full amount from its own resources withoutnecessitating further debts. The general meeting conveyed its agreement with the transfer of all assets andliabilities of Eurotel Praha, spol. s.r.o. to CESKY TELECOM, a.s., and approveda proposal for a transfer between CESKY TELECOM and Eurotel concerning thetransfer of assets. In connection with the decision on the transfer of assets,the general meeting approved CESKY TELECOM's regular financial statement for2005, verified by an auditor, as the final financial statement in the sense ofthe applicable laws of the commercial code and CESKY TELECOM's initial balancecalculated up to January 1, 2006 and verified by an auditor. The general meeting approved an amendment to the company's Articles ofAssociations, as proposed by the Board of Directors. A considerable part of theproposed amendment concerns the change of the majority shareholder last year andmodern trends in the company's management/administration. Part of these changesfollow from recommendations by renowned domestic and foreign authorities. By theapproval of an amendment to the statutes the so-called "golden shares", whichused to belong to the National Property Fund, lost their special rights. Now therights associated with their possession are identical with the rights associatedwith ordinary shares. The most noticeable change is the company's new corporatename, Telefonica O2 Czech Republic a.s., which is connected with the plannedconsolidation of CESKY TELECOM and Eurotel into one integrated operator. Other amendments are related to changes in legal regulatives, especially inlegal amendments to electronic communications. The general meeting recalled the following members of the Supervisory Board:Javier Aguilera Arauzo, Antonio Pedro de Carvalho Viana-Baptista, Jose MariaAlvarez-Pallete Lopez, and Santiago Javier Fernandez Valbuena. The SupervisoryBoard elected the following new members: Catherine Jane Keers, Peter AnthonyErskin, Gerhard Franz Mayrhofer and Sohail Qadri. The brief curriculum vitae ofeach new member of the Supervisory Board are in the appendix to this pressrelease. The general meeting also approved changes to the rules of compensation of themembers of the Board of Directors of CESKY TELECOM in such a way that itabolished motivational compensation for the members of this administrative bodyof the company (approved by the regular general meeting of June 24, 2004). Thispart of the rules for compensation constituted special motivational compensationrelated to the privatisation of the company. Following its completion in June oflast year, this compensation ceased to be relevant. Other elements ofcompensation for the members of the Board of Directors remain valid. The general meeting also decided on the amount of the annual remuneration formembers of the Board of Directors and for members of the Supervisory Board andapproved the closing of an agreement on the performance of Supervisory Boardmember responsibilities with the new members of the Supervisory Board, that is,with those who were elected into this organ at this general meeting. For further information, please contact:MARTIN ZABKAPress SpokesmanTel: +420 271 463 359Fax: +420 271 469 896e-mail: tiskovy.odbor@ct.cz CESKY TELECOM, a. s., a member of the Telefonica Group, is the leadingtelecommunications company in the Czech Republic. Through its subsidiary companyEurotel Praha, spol. s r.o., it also has a significant presence in the Czechmobile services market. Further information about the firm and the services itoffers is available at www.telecom.cz, which was rated as BestWeb 2003 in theWebTop100 survey. Signum Temporis has consistently awarded CESKY TELECOM for being one of thedomestic capital market's most transparent firms in terms of providinginformation. Based on an open vote of specialists, members of the press and anine-member committee, CESKY TELECOM placed first in 2003, just as it did in2001. CESKY TELECOM ranks among the most prominent firms on the Czech capital marketin terms of capitalization and trading volumes. Its shares are also traded onthe London Stock Exchange in the form of GDRs. CESKY TELECOM's credit rating isthe highest a Czech corporation can receive from top international ratingagencies. About Telefonica Telefonica is Europe's leading integrated telecom company and second biggest inthe world. Its activities are centred mainly on the fixed and mobile telephonybusinesses with broadband as the key tool for the development of both of these. The company is operating in 40 countries and together with CESKY TELECOM has acustomer base that amounts to more than 140 million access. Telefonica has astrong presence in Latin America, where the company concentrates part of itsgrowth strategy. Telefonica is a 100% listed company, with more than 1.5 million directshareholders. Its share capital currently comprises 4,921,130,397 ordinaryshares traded on the Spanish Stock Market (Madrid, Barcelona, Bilbao andValencia) and on those in London, Paris, Frankfurt, Tokyo, New York, Lima,Buenos Aires, Sao Paulo and the SEAQ International Exchange in London. This information is provided by RNS The company news service from the London Stock Exchange