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3 Apr 2009 15:00
Press release
Results of the regular General Meeting
Date: 3. 4. 2009
This year's regular General Meeting of the shareholders of Telefónica O2 Czech Republic, a.s. took place on April 3, 2009 in Prague. Shareholders holding some 75% of the company's shares took part; therefore, the General Meeting had a quorum.
The highest corporate body of Telefónica O2 Czech Republic approved the company's unconsolidated and consolidated financial statements for 2008 prepared in accordance to International Financial Reporting Standards (IFRS), recommended for approval by the company's Board of Directors. Both financial statements were audited by Ernst & Young, which expressed unqualified opinion to both financial statements. According to the financial statements for 2008, the company recorded a consolidated profit of CZK 11,628 million and an unconsolidated net profit of CZK 13,093 million.
The General Meeting approved the Board of Directors' proposal regarding the dividend payment. This proposal was based on a thorough analysis undertaken by the Board of Directors regarding the past performance of the company, the current balance sheet position, and the expected future performance including its investment and cash flow plans. At the same time, it is consistent with the company's investment strategy to focus on the investments into growth areas and is based on the Board's intention not to hold cash balances and distribute the surplus cash to shareholders. Dividend payment is made from the 2008 unconsolidated net profit in the amount of CZK 13,069,929 thousand and from the part of the unconsolidated retained profits from previous years in the amount of CZK 3,034,566 thousand, i.e. a total of CZK 16,104,495 thousand. This represents dividend of CZK 50 per share before tax. September 9, 2009 has been set as the record day for dividends; dividends will be paid on October 7, 2009. The company's Board of Directors expects that continuing strong positive cash flow in 2009 will allow the company to pay the dividend from accumulated cash.
The General Meeting approved amendment to the company's Articles of Association, as proposed by the Board of Directors. The main change insists in the establishment of the Audit Committee as an independent company's body with extended scope in matters regarding the statutory audit, making and verification of financial statements and the evaluation of the efficiency of the company's internal control system. Thereby Telefónica O2 Czech Republic in advance reacts to the ongoing transposition of EU directive no. 2006/43/ES on the mandatory audit of annual and consolidated financial statements into the Czech legislative framework.
The General Meeting approved the amendment to the rules for remuneration of the Supervisory Board and for provisioning of non-claim perquisites to members of the Supervisory Board whereby the current text shall be replaced with amended text.
The General Meeting confirmed by election Eduardo Andres Julio Zaplana Hernández-Soro in the office of a Supervisory Board member, the post to which he was co-opted on 24 July 2008 and thus filled the post vacated by Petr Zatloukal, Enrique Used Aznar in the office of a Supervisory Board member, the post to which he was co-opted on 24 February 2009 and thus filled the post vacated by Vivek Dev and Anselmo Enriquez Linares in the office of a Supervisory Board member, the post to which he was co-opted on 24 July 2008 and thus filled the post vacated by Andrew Harley. Brief resumes of the new members of Supervisory Board are attached to this press release.
The General Meeting approved conclusion of the agreement on performance of a member of the Supervisory Board between the company and all new Supervisory Board members.
The General Meeting elected the members of the company's Audit Committee: Maria Pilar López Álvarez, Alfonso Alonso Durán, Ángel Vilá Box, Jaime Smith Basterra, Pavel Herštík and Enrique Used Aznar.
The General Meeting approved the rules for remuneration and for provision of non-claim perquisites to members of the Audit Committee as proposed by the Board of Directors of the company. The General Meeting approved conclusion of the agreement on the performance of the office of a member of the Audit Committee between the company and new members of the Audit Committee.
For more information, please contact:MARTIN ŽABKASpokesperson
Telefónica O2 Czech Republic, a.s.
public.relations.cz@o2.com
tel: 800 163 342 (800 1 media)
About Telefónica O2 Czech Republic
Telefónica O2 Czech Republic is a major integrated operator in the Czech Republic. It is now operating more than seven million lines, both fixed and mobile, making it one of the world's leading providers of fully converged services. The organization offers the most comprehensive portfolio of voice and data services in this country. It is paying special attention to the exploitation of the growth potential, particularly in the data and Internet sector. Telefónica O2 Czech Republic operates the largest fixed and mobile network including a 3rd generation network, CDMA (for data), and UMTS, enabling voice, data and video transmission. Telefónica O2 Czech Republic is also a notable provider of ICT services.
About Telefónica Europe
Telefónica Europe is a business division of Telefónica comprising mobile, fixed, and DSL operations in the UK, Ireland, the Isle of Man, Germany, the Czech Republic, and Slovakia. With the exception of Isle of Man, all the operating businesses use 'O2' as their consumer brand. Telefónica Europe also has 50% ownership of the UK and Irish Tesco Mobile and German Tchibo Mobilfunk joint venture businesses. Telefónica Europe is headquartered in Slough, UK, and has 49 million mobile and fixed customers.
About TelefónicaTelefónica is one of the largest telecommunications companies in the world in terms of market capitalisation. Its activities are centered mainly on the fixed and mobile telephony businesses with broadband as the key tool for the development of both.
The company has a significant presence in 25 countries and a customer base that amounts to 259 million accesses around the world. Telefonica has a strong presence in Spain, Europe and Latin America, where the company focuses an important part of its growth strategy.
Telefónica is a 100% listed company, with more than 1.5 million direct shareholders. Its share capital currently comprises 4,704,996,485 ordinary shares traded on the Spanish Stock Market (Madrid, Barcelona, Bilbao and Valencia) and on those in London, Tokyo, New York, Lima, Buenos Aires and São Paulo.
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