TDE.L Regulatory News (TDE)

21 Apr 2008 15:45

Telefonica O2 Czech Republic, A.S.21 April 2008 Press release Results of the regular General Meeting Date: 21. 4. 2008 This year's regular General Meeting of the shareholders of Telefonica O2 CzechRepublic, a.s. took place on April 21, 2008 in Prague. Shareholders holding some71% of the company's shares took part; therefore, the General Meeting had aquorum. The highest corporate body of Telefonica O2 Czech Republic approved thecompany's unconsolidated and consolidated financial statements for 2007 preparedin accordance to International Financial Reporting Standards (IFRS), recommendedfor approval by the company's Board of Directors. Both financial statements wereaudited by Ernst & Young, which expressed unqualified opinion to both financialstatements. According to the financial statements for 2007, the company recordeda consolidated profit of CZK 10,386 million and an unconsolidated net profit ofCZK 11,894 million. The General Meeting approved amendment to the Company's Articles of Association,as proposed by the Board of Directors. One of the amendments relates to thecreation and use of the Reserve Fund. Following this amendment, the GeneralMeeting approved transfer of CZK 6,441,798 thousand from the Share Premium tothe Reserve Fund. The General Meeting approved the Board of Directors' proposal regarding thedividend payment. This proposal was based on a thorough analysis undertaken bythe Board of Directors regarding the past performance of the Company, thecurrent balance sheet position, and the expected future performance. At the sametime, it is consistent with the company's investment strategy to focus on theinvestments into growth areas (broadband, mobile, business services andSlovakia) and is based on the Board's intention not to hold cash balances anddistribute the surplus cash to shareholders. Dividend payment is made from thepart of 2007 net profit in the amount of CZK 9,662,697 thousand and from thepart of reserve fund, which can be used at company's discretion in the amount ofCZK 6,441,798 thousand, i.e. a total of CZK 16,104,495 thousand. This representsdividend of CZK 50 per share before tax. September 17, 2008 has been set as thedecisive day for the payment of dividends; dividends will be paid on October 8,2008. The company's Board of Directors expects that continuing strong positivecash flow in 2008 will allow the Company to pay the dividend from accumulatedcash. The General Meeting approved the amendment to the rules for remuneration of theCompany Board of Directors and Supervisory Board. The amendment changes themethod to determinate remuneration of corporate bodies' members. The new rulesapproved by the shareholders divide the members into three categories - member,Vice Chairman and Chairman. By approving the amended rules shareholders decidedon remuneration for each individual category. The change shall take effect as ofthe second half of 2008. In respect to the first half of 2008, the GeneralMeeting approved the total amount of remuneration of the Board of Directors andSupervisory Board members corresponding to the half of 2007 total annualremuneration. The General Meeting confirmed by election Ms. Maria Pilar Lopez Alvarez in theoffice of a Supervisory Board member, the post to which she was co-opted on 26July 2007 and filled thus the post vacated by Ms. Catherine Jane Keers, Mr.Vivek Dev in the office of a Supervisory Board member, the post to which he wasco-opted on 25 October 2007 and filled thus the post vacated by Mr. SohailQadri, and Mr. Jaime Smith Basterra in the office of a Supervisory Board member,the post to which he was co-opted on 21 February 2008 and filled thus the postvacated by Mr. Peter Antony Erskine. Moreover, the General Meeting elected Mr. Antonio Botas Banuelos as aSupervisory Board member, who filled the post vacated by Mr. Julio EstebanLinares, who resigned from his office on the morning Supervisory Board meetingheld on 21 April 2008. Brief resumes of Ms. Pilar Lopez, Chief Finance Officerof Telefonica O2 Europe plc., Messers. Vivek Dev, Chief Operations Officer ofTelefonica O2 Europe plc., Jaime Smith Basterra, Chief Executive Officer of O2Germany GmbH, and Antonio Botas Banuelos, Executive Officer for ProductDevelopment & Brand Management of O2 Germany GmbH & Co. OHG, are attached tothis press release. The General Meeting approved making of the agreement on performance of a memberof the Supervisory Board between the Company and all Supervisory Board members -the amendment was induced by the amendment to the rules for remuneration ofSupervisory Board members and was a result of a changed structure of thefinancial compensation provided by the company as a counter-performancecompensating for the assumption of non-competition commitment after terminationof tenure of the office of a Supervisory Board member and departure outsideTelefonica Group. For more information, please contact:MARTIN ZABKASpokespersontel: + 420 271 463 359e-mail: public.relations.cz@o2.comhttp://www.cz.o2.com/ About Telefonica O2 Czech Republic Telefonica O2 Czech Republic, a.s., is the first integrated operator in theCzech Republic, formed on 1 July 2006 by the merger of the leading fixed lineoperator, CESKY TELECOM, a.s., and the strongest mobile operator, Eurotel Praha,spol. s r.o., into a single telecommunications organization. The organization isnow operating more than seven million lines, both fixed and mobile, making itone of the world's leading providers of fully converged services. Telefonica O2 Czech Republic offers the most comprehensive portfolio of voiceand data services in this country. Special attention is paid to the exploitationof growth potential, particularly in the data and Internet sector. Telefonica O2Czech Republic operates the largest fixed and mobile network, including a 3rdgeneration network, CDMA (for data), and UMTS, enabling voice, data, and videotransmission. Telefonica O2 Czech Republic also runs the largest network of WiFihotspots in the country. About Telefonica O2 Europe Telefonica O2 Europe comprises mobile network operators in the UK, Ireland, andSlovakia, along with integrated fixed/mobile enterprises in Germany and theCzech Republic - all of which use 'O2' as their consumer brand. Telefonica O2Europe also owns 50% of the Tesco Mobile and Tchibo Mobilfunk joint venturebusinesses in the UK and Germany, respectively, and has 100% ownership of Be,the UK's leading fixed broadband provider. Additionally, the group includes theIsle of Man fixed/mobile operator, Manx Telecom. Telefonica O2 Europe, part of the Telefonica group, is headquartered in Slough,UK, and has more than 40 million mobile and fixed customers. About Telefonica Telefonica is one of the world's largest telecommunications operators by marketcapitalisation. Its activities are centred mainly on the fixed and mobiletelephony businesses, while its broadband business is the key growth driverunderpinning both. It operates in 24 countries and its customer base exceeds 228 million globally.Telefonica's growth strategy is focused on the markets in which it has a strongfoothold: Spain, Europe and Latin America. This information is provided by RNS The company news service from the London Stock Exchange