22 Mar 2013 07:45
Invitation TO GENERAL MEETING
The Board of Directors of Telefónica Czech Republic, a.s.
with its registered seat at Prague 4, Za Brumlovkou 266/2, Postal Code 140 22, Company ID: 60193336, registered in the Commercial Register maintained by the Municipal Court in Prague under Section B, File 2322, hereby convenes a
REGULAR GENERAL MEETING
to be held on April 22, 2013 at 1:00 p.m.
at the Hilton Prague hotel, Pobøežní 1, 186 00 Prague 8
Agenda of the Regular General Meeting
1. | Opening |
2. | Approval of Rules of Procedure of the General Meeting, election of the chairman of the General Meeting, the minutes clerk, minutes verifiers and persons to count the votes |
3. | Report by the Board of Directors on business activities of the Company and situation of its assets as a part of the annual report of the Company for the year 2012, a summary explanatory report concerning certain matters set out in the Company's 2012 Annual Report |
4. | Information on the results of inspection activities of the Company's Supervisory Board, including information on review of the report on relations among interconnected entities |
5. | Approval of the Company's Financial Statements for the year 2012 |
6. | Resolution on distribution of the Company's profit for 2012 and retained Company's profit from previous years, distribution of the share premium and, as the case may be, other available funds of the Company |
7. | Resolution on an amendment to the Company's Articles of Association |
8. | Determination of an auditor to carry out mandatory audits of the Company's Financial Statements for the year 2013 |
9. | Resolution on the reduction of the registered capital |
10. | Resolution on an amendment of rules for provision of non-claim perquisites to members of the Supervisory Board of the Company |
11. | Resolution on an amendment of rules for provision of non-claim perquisities to members of the Audit Committee of the Company |
12. | Recall of members of the Supervisory Board except for those elected by the Company employees in accordance with Section 200 of the Commercial Code |
13. | Election of the Company's Supervisory Board members |
14. | Approval of agreements on performance of the office of the Company's Supervisory Board members |
15. | Recall of members of the Audit Committee |
16. | Election of members and substitute members of the Audit Committee |
17. | Approval of agreements on performance of the office of the Audit Committee members |
18. | Conclusion |
Decisive Date:
April 15, 2013 shall constitute the decisive date for attendance at the General Meeting. The meaning of the decisive date for attendance at the General Meeting lies in the fact that a person listed, as of the decisive date, in the extract from the statutory register (where company shares are registered), which extract shall be procured by the Company (unless it proves that the entry in the registration does not correspond to the actual situation) or a proxy of such person shall have the right to attend the regular General Meeting and exercise shareholder's rights, including voting.
Participation in the General Meeting:
a) Registration and representation at the General Meeting
Registration in the attendance list (hereinafter referred to as the "Registration") will take place on the date of the regular General Meeting from 12 p.m. at the venue of the regular General Meeting. Shareholder-individuals shall identify themselves by an identity card during the Registration. Unless set out otherwise hereinbelow, a proxy of a shareholder-individual, in addition to the above, shall present a power of attorney signed by such shareholder. The statutory body of a shareholder-legal entity shall identify themselves by an identity card and shall present an original or an officially verified copy of a document demonstrating the existence of the legal entity and the manner of acting of the statutory body thereof on its behalf. Unless set out otherwise hereinbelow, the proxy of a shareholder-legal entity shall, in addition to the above, present a power of attorney signed by the statutory body. The signature of the principal (whether of a legal entity or an individual) affixed to the power of attorney must be officially verified.
The power of attorney granted for representation of the shareholder at the General Meeting shall be in writing and it must indicate whether it was granted by the shareholder to the attorney for representation at one or more than one General Meeting of the Company within a certain period.
To grant a power of attorney, shareholders may also use a form to be made available by the Company from March 22, 2013 until the date of the General Meeting. The form shall be available to everybody at the Company's registered office in a written form, its electronic form shall be available in the same manner as the Company publishes other supporting documents relating to the General Meeting in question; everybody has the right to request that the form will be sent to him/her at his/her own costs and risk in a written form or electronically (for more information on the above mentioned see the part "Note").
An apostille or another clause or verification required by Czech bodies for similar foreign documents must be affixed to the documents mentioned above, should they be issued by foreign bodies or institutions or provided with their apostilles. Should such documents or apostilles be made in a foreign language, an official translation in Czech language must be affixed thereto.
At the electronic address valnahromada@o2.com, shareholders may notify the Company in an electronic form of a granted power of attorney for representation at the General Meeting, as well as withdrawal thereof by the principal. Where such notification does not enable the Company to check whether statutory requirements of the power of attorney have been met or to unambiguously identify the signed person (in particular where a guaranteed electronic signature based on a qualified certificate issued by an accredited certification services provider is not attached to the notification), the Company shall be entitled but not obliged to request additional information to verify the attorney's empowerment. The shareholders may send the notifications pursuant to first sentence also to the Company's databox, the address (ID) of which is d79ch2h. Such notification must also enable to check whether statutory requirements of the power of attorney have been met and, for the sake of trouble-free processing thereof, it is required that the respective message duly identifies the matter (dmAnnotation) with the text "Plna moc na VH". Where representation of the shareholder is demonstrated in some of the above mentioned manners, the Company shall not request presentation of the written power of attorney during the Registration.
The shareholder may also be represented at the General Meeting or in exercising other rights attached to shares by a person entered in the investment tools register or in the book-entry securities register as an administrator or a person authorized to exercise the rights attached to the share. Authorization of the administrator or such person shall be demonstrated by the extract from that register, which extract shall be procured by the Company. Where the shareholder's representation is proven in the above-mentioned manner, the Company shall not request presentation of the written power of attorney. Should the shareholder, pursuant to the first sentence of this paragraph, be interested in being present at the General Meeting (within the meaning of Art. b.1.) otherwise than through the administrator or another designated person authorized to exercise the rights attached to the share on behalf of the shareholder, they must submit an extract from the statutory register (where the Company's shares are registered) at the registration to demonstrate that they were the company's shareholder on the decisive date.
b) Shareholders' rights and exercise thereof
b.1. Shareholders' rights connected with the participation in the General Meeting - general summary
The shareholder shall exercise his/her/its rights at the General Meeting in person, through a person authorized to act on behalf of him/her/it or in representation, unless the law stipulates otherwise; such participating shareholder shall be deemed present at the General Meeting.
The shareholder shall thus be entitled in compliance with the Commercial Code to participate in the General Meeting, to vote at the General Meeting, to request and obtain at or before the General Meeting an explanation of matters concerning the Company or persons controlled by the Company if such explanation is necessary to assess an item on the agenda of the General Meeting, and to raise proposals and counterproposals. Proposals, counterproposals and requirements for an explanation shall be made at the General Meeting in suitable form. Shareholders may be requested to make them in writing; such requirement, however, cannot be binding for the shareholder.
b.2. Number of shares and voting rights
The registered capital of the Company amounts to CZK 28 021 821 300 (in words: twenty-eight billion and twenty one million eight hundred and twenty one thousand three hundred Czech crowns) and is divided to 322,089,890 registered common shares with the nominal value of CZK 87 per share and one registered common share with the nominal value of CZK 870. Each CZK 87 of the nominal value of the shares represents one vote. Thus, the aggregate number of votes connected with the Company shares amounts to 322,089,900. The shareholder shall not be obliged to exercise the voting rights attached to all his/her/its shares in the same manner.
b.3. Participation in and voting at the General Meeting
The present shareholder (in the sense of point b.1.) shall register upon arrival at the General Meeting (see point a) above). Upon the Registration, the shareholder shall receive materials regarding the individual items of the General Meeting agenda and voting ballots for voting at the General Meeting.
The individual items of the agenda of the General Meeting shall be discussed in the order of the agenda.
Prior to the voting, the chairperson of the General Meeting shall be obliged to ensure that the shareholders are acquainted with all proposals and counterproposals presented by the convening party or by shareholders in respect of the relevant item of the General Meeting agenda. He/she shall also be obliged to ensure that, in compliance with law, the shareholders receive answers at the General Meeting to their requirements concerning the explanation of matters regarding the Company or entities controlled by the Company necessary for the assessment of the relevant item of the General Meeting's agenda, unless such explanation was provided to the shareholders prior to the General Meeting in compliance with the Commercial Code.
The General Meeting shall decide by the simple majority of the votes of the present shareholders, unless legal regulation or a provision of the Company's Articles of Association sets forth otherwise.
The voting shall take place in compliance with the Company Articles of Association and the Rules of Procedure of the General Meeting, which specify the voting rules stipulated in the Articles of Association and which are approved by the General Meeting (concerning the draft of Rules of Procedure which is one of the documents relating to the agenda of the General Meeting, see the section "Note" as well).
The voting shall take place by ballots to be signed by the present shareholders. Where a present shareholder is not able to write, the person to count votes shall sign such shareholder's ballot on behalf of him/her. At first, the voting shall take place on the proposal by the convening party and, where such proposal was not approved, votes shall be cast on further proposals and counterproposals regarding the discussed item in the order in which such proposals and counterproposals were presented. When the presented proposal was approved, no votes shall be cast on any other proposals and counterproposals conflicting with the approved proposal.
b.4. Right to present proposals and counterproposals
Where the shareholder wishes to present at the General Meeting counterproposals to proposals, the contents of which were stated in the invitation to the General Meeting, or in the event that a notarial record must be prepared documenting the decision of the General Meeting, the shareholder shall be obliged to deliver a written wording of the proposal or counterproposal to the Company at least five working days prior to the date of the General Meeting; the foregoing shall not apply to proposals for election or dismissal of concrete persons to/from the Company's bodies. The Board of Directors shall be obliged to publish the shareholder's counterproposal, including its standpoint, if possible, at least three days prior to the announced date of the General Meeting.
The shareholder shall be entitled to present proposals concerning the items to be included in the General Meeting's agenda prior to the publication of the invitation to the General Meeting. The Board of Directors shall publish a proposal, that will be delivered to the Company by no later than seven days prior to the publication of the invitation to the General Meeting, together with the invitation to the General Meeting. The preceding paragraph shall similarly apply to proposals delivered after expiration of the said deadline.
b.5. Right to request inclusion of a certain matter to the agenda
Shareholder(s) holding shares or interim certificates, the nominal value of which amounts to at least three per cent of the Company's registered capital, may ask the Board of Directors to convene an extraordinary General Meeting to discuss proposed matters. Each of the proposed matters must be supplemented by a justification or draft resolution. The shareholder(s) shall substantiate such request with a current extract from the statutory register, where the Company's shares are registered; should the shareholder(s) fail(s) to do so, the Company shall be entitled to obtain the necessary extract on its own at the costs of such shareholder(s).
The cited shareholder(s) shall also have the right that the matter proposed by them be included in the General Meeting agenda on the assumption that such proposal containing a justification or draft resolution in respect of each of such items shall be delivered to the Company's Board of Directors by no later than 20 days prior to the decisive date for participation in the General Meeting; where such request was received after the invitation to the General Meeting was sent, the Board of Directors shall publish a supplemented agenda of the General Meeting within ten days prior to the decisive date for participation in the General Meeting in the manner set forth by law and the Articles of Association for convening of the General Meeting; where such publication is no longer possible, such matter may only be included in such General Meeting agenda subject to the participation of, and consent from, all Company shareholders.
b.6. Other rules for exercise of shareholders' rights
The shareholder shall be obliged to exercise his/her/its rights vis-à-vis the Company in a responsible manner, in particular in such manner that no unjustified interference is incurred in rights and rightful interests of the Company and other shareholders, which are known or can and shall be known to the shareholders.
Payment of revenues from shares:
The Board of Directors shall present a proposal to the General Meeting on the basis of which shareholders may decide on the Company's profit distribution, including payments of revenues per share. The proposal shall be based on the following principles:
- Proposed payment break-down:
Dividend per share: CZK 20 before tax per a share with the nominal value of CZK 87 and CZK 200 before tax per the share with the nominal value of CZK 870
Resources for dividend payment: unconsolidated profit for 2012 in the amount of CZK 5,911,412,358.38
and unconsolidated retained profits in the amount of CZK 530,385,641.62
- Dividend due date: November 11, 2013
- Decisive date for exercising the right to dividend: October 14, 2013
The decisive date for exercising the right to dividend may be, in accordance with rules set out by the Commercial Code, determined by the General Meeting in such manner that it does not precede the date of the General Meeting and does not take place after the dividend due date. The meaning of this decisive date lies in the fact that the person entitled to the dividend payment shall be identified according to the state in the excerpt from the statutory register (where Company's shares are registered), which excerpt shall be procured by the Company.
The Board of Directors shall also present a proposal to reduce the share premium of the Company to the General Meeting. The proposal shall be based on the following principles:
- the share premium of the Company shall be distributed (reduced) by the total amount of up to CZK 3,220,899,000.00,
- the Company currently owns its ordinary shares. The Company's own shares shall not bear the right to payment related to the share premium reduction; the respective amount (i.e. the respective portion out of the above-mentioned maximum amount) shall be kept on the respective equity account,
- an amount of CZK 10 before tax shall be paid to each share, with the nominal value of CZK 87,
- an amount of CZK 100 before tax shall be paid to the share, with the nominal value of CZK 870,
- given the above-mentioned provisions of this resolution, the final aggregate amount distributed to the shareholders as well as the amount of the remaining share premium will depend on the actual number of own shares owned by the Company,
- under the conditions arising from the applicable legal regulations, the relevant tax shall be deducted (subtracted) by the Company before executing the payment. Shareholders will be informed of details, as appropriate,
- the payment shall be effectuated based on the extract from the securities register administered in accordance with Act No. 256/2004 Coll., the Capital Market Trading Act, prepared as of 14 October 2013,
- the share premium reduction shall be payable on 11 November 2013. The responsibility for the share premium reduction payout stays with the Company's Board of Directors and it shall be exercised at the Company's costs and in compliance with legal regulations and the Articles of Association. Without any undue delay after the regular General Meeting, the Board of Directors shall send the written information on the resolution of the General Meeting to the shareholders at the addresses of their registered office or their place of residence listed in the statutory register, where Company's shares are registered and which replaces the list of shareholders administered in accordance with Act No. 256/2004 Coll., the Capital Market Trading Act. The written information shall include information about payment schedule, the date decisive for identification of shareholders entitled to receive the payment related to share premium reduction, share premium reduction payment date and financial institution designated to effectuate the payment."
The payment of both amounts shall be processed by Èeská spoøitelna, a.s.
More detailed information is available at the electronic address www.telefonica.cz under link "Investor relations", section "General Meetings".
The registered capital reduction:
The Board of Directors shall submit the proposal for reducing the Company's registered capital to the General Meeting. The proposal shall be based on the following principles:
- The reason of the registered capital reduction:
On 9th May 2012, the Board of Directors approved and announced its intention to submit a proposal to the General Meeting to cancel the acquired shares of the Company after the completion of the acquisition of shares, together with the proposal to reduce the registered capital by the amount of the nominal value of the acquired shares.
The acquired shares shall be cancelled with respect to the capital structure optimization.
- The manner and the scope of the registered capital reduction:
The Company's registered capital shall be reduced by cancellation of its own shares.
The Company's registered capital shall be reduced by CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns) in total, i.e. from CZK 28,021,821,300 (in words: twenty-eight billion twenty-one million eight hundred twenty-one thousand three hundred Czech crowns) to CZK 27,461,384,874 (in words: twenty-seven billion four hundred sixty-one million and three hundred eighty-four thousand eight hundred seventy-four Czech crowns).
After the registered capital reduction, the amount of 6,441,798 (in words: six million four hundred and forty-one thousand and seven hundred and ninety-eight ordinary shares) own shares with the nominal value of CZK 87 (in words: eighty-seven Czech crowns) (hereinafter "Cancelled Shares") shall be cancelled by their deletion from the statutory register, where Company's shares are registered and which replaces the list of shareholders. The total amount of the nominal value of the Cancelled Shares is equal to the amount of the registered capital reduction, i.e. CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns.
- Utilisation of the sum corresponding to the amount of the registered capital reduction:
Given the Cancelled Shares are the own shares of the Company, the respective sum corresponding to the total amount of the registered capital reduction, i.e. CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns) can neither be paid out to the Company's shareholders nor transferred into any other equity account, but shall reduce the balance of the registered capital. Thus, the sum corresponding to the amount of the registered capital reduction shall be captured in terms of accounting only.
The total amount of purchase price, for which the Company acquired the Cancelled Shares in 2012, amounts to CZK 2,482,507,930.65 (in words: two billion four hundred eighty-two million five hundred seven thousand nine hundred thirty Czech crowns and sixty-five hellers). The share premium shall be reduced by the difference between the purchase price and the nominal value of the Cancelled Shares, i.e. by the amount of CZK 1,922,071,504.65 (in words: one billion nine hundred twenty-two million seventy-one thousand five hundred four Czech crowns and sixty-five hellers). For the sake of completeness, this amount cannot be paid out to the shareholders.
- Special provisions - basic rules of the registered capital reduction procedure:
In the course of the registered capital reduction, including capturing the amount corresponding to the registered capital reduction and related accounting transactions, the Board of Directors is to comply with law and applicable international accounting standards ("IFRS"), the Company is obliged to comply with, including the Section 33 of the international accounting standard IAS 32.
Without any undue delay the Board of Directors shall notify of:
(a) the date on which the resolution of the General Meeting regarding reduction of the Company's registered capital was registered in the Commercial Register and the date as at which it took effect towards third parties within the meaning of Sec. 215 (1) of the Commercial Code;
(b) the date on which the notification to creditors within the meaning of Sec. 215 (2) of the Commercial Code was published for the first time;
(c) the date on which the notification to creditors within the meaning of Sec. 215 (2) of the Commercial Code was published for the second time;
at the Company's web site (www.telefonica.cz under the link "Investors Relations").
Furthermore, the Board of Directors shall inform (in the manner specified in the previous provision) of the date on which the registered capital reduction is going to be registered in the Commercial Register in 2 weeks advance.
On the day the registered capital reduction is entered in the Commercial Register or without any undue delay, the Board of Directors is to make sure that the Cancelled Shares, i.e. 6,441,798 (in words: six million four hundred forty-one thousand seven hundred and ninety-eight ordinary shares) own shares with the nominal value of CZK 87 (in words: eighty-seven Czech crowns) shall be deleted in the statutory register, where the Company's shares are registered and which replaces the list of shareholders.
The General Meeting shall assign the Board of Directors to prepare an unabridged version of the Articles of Association taking effect on the day the registered capital reduction is entered into the Commercial Register, and publish it in the manner and time required by law. The unabridged version shall reflect the following amendments implied by the Company's registered capital reduction:
(a) Art. 4 (1) of the Articles of Association - the text "CZK 28,021,821,300 (in words: twenty-eight billion twenty-one million eight hundred twenty-one thousand three hundred Czech crowns)" shall be altered to "CZK 27,461,384,874 (in words: twenty-seven billion four hundred sixty-one million three hundred eighty-four thousand eight hundred seventy-four Czech crowns)";
(b) Art. 4 (2) (a) - the text "322,089,890" shall be altered to "315,648,092".
The registered capital reduction and cancellation of the Cancelled Shares shall have no impact on the ratio of shareholders' share in the Company. The reduction of the registered capital shall have no direct impact on shareholders' rights.
Amendment to the Articles of Association:
The Board of Directors suggests that various amendments be made to the Articles of Association. An essential change shall be made in the composition of the Supervisory Board which shall have only 9 instead of 12 members in the future and in the composition of the Supervisory Board Committees, specifically the Nomination and Remuneration Committee which shall have 3 instead of 5 members in the future. In connection with the change of the Supervisory Board's number of members, a change of wording concerning the nomination of independent members is also proposed. Considering the Board of Directors, restrictions for persons concerned to vote on their own election in the office of Chairman or Vice-chairman of the respective body or on their recall from such office is proposed to be abolished. The procedural rules for the work of the Company's bodies are to be simplified, including the rules for their convention and decision-making; specifically the provisions duplicating or, in some instances, exceeding legal requirements shall be left out. Further it is proposed to abolish the obligation in the Articles of Association to publish the invitation to the General Meeting or other information if applicable, on the internet pages of the London Stock Exchange.The last group of various partial changes can be described as minor formulation adjustments, which have no virtual impact and which eliminate minor misunderstandings, or unify some formulations used in the Articles of Association.
Note:
In connection with the items on the agenda of the General Meeting, shareholders or, by law, other persons have the following rights from March 22, 2013 to the date of the General Meeting (incl.):
- the right to inspect, on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat, the Annual and the Consolidated Financial Statements of the Company;
- the right to inspect, on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat, the report on relations among interconnected entities prepared pursuant to Section 66a of the Commercial Code;
- the right to inspect, on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat, the proposal for an amendment to the Articles of Association (and, as the case may be, to request at their own cost and risk that a copy of the proposal for the amendment to the Articles of Association be sent to them);
- the right to receive, on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat, a written copy of the form of power of attorney mentioned above in point a) in the section "Participation in the General Meeting" (and, as the case may be, to request at their own cost and risk that the form be sent to them);
- the right to obtain at the web site www.telefonica.cz under link "Investor relations", section "General Meetings" the form of the power of attorney mentioned above in point a) in the section "Participation in the General Meeting" (or to ask at the electronic address valnahromada@o2.com for sending such form in its electronic version);
- the right to obtain at the web site www.telefonica.cz under link "Investor relations", section "General Meetings" each document concerning the agenda of the General Meeting, unless the law stipulates otherwise; in addition, such documents are available for inspection on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat;
- the right to obtain at the web site www.telefonica.cz under link "Investor relations", section "General Meetings" draft resolutions of the General Meeting, including the shareholders' relevant proposals or counterproposals, and a standpoint of the Company's Board of Directors to the individual items of the General Meeting's agenda; in addition, such information and documents are available for inspection on business days from 9:00 a.m. to 4:00 p.m. in the Company's registered seat;
- the right to get acquainted at the web site www.telefonica.cz under link "Investor relations", section "General Meetings" with the aggregate number of Company's shares and votes connected therewith;
- the right to get acquainted with the uniform text of this invitation to the General Meeting at the Company's web sites www.telefonica.cz, section "Investors Relations", section "General Meetings" and at the London Stock Exchange web sites www.londonstockexchange.com. In addition, that text may be published in other information sources.
Key Figures of the Telefónica Czech Republic, a.s. Consolidated Financial Statements for 2012 prepared in accordance with International Financial Reporting Standards (in CZK million):
Non-current assets | 67 835 | Equity | 60 574 |
Current assets | 11 364 | Non-current liabilities | 6 322 |
Non-current assets classified as held for sale | 0 | Current liabilities | 12 303 |
Total assets | 79 199 | Total equity and liabilities | 79 199 |
Revenues and other income*) | 51 032 |
Operating expenses and other losses**) | -42 688 |
Financial profit/(loss) | -188 |
Profit before tax | 8 156 |
*) excluding financial income
**) including Depreciation and amortisation, Impairment and Internal expenses capitalized in fixed assets; excluding financial costs and losses and income tax
Key Figures of the Telefónica Czech Republic, a.s. Financial Statements for 2012 prepared in accordance with International Financial Reporting Standards (in CZK million):
Non-current assets | 70 201 | Equity | 63 187 |
Current assets | 10 953 | Non-current liabilities | 6 305 |
Non-current assets classified as held for sale | 0 | Current liabilities | 11 662 |
Total assets | 81 154 | Total equity and liabilities | 81 154 |
Revenues and other income*) | 46 305 |
Operating expenses and other losses**) | -38 900 |
Financial profit/(loss) | -179 |
Profit before tax | 7 226 |
*) excluding financial income
**) including Depreciation and amortisation, Impairment and Internal expenses capitalized in fixed assets; excluding financial costs and losses and income tax
Main Data from the Report of the Company as a Controlled Entity on Relations among Interconnected Entities:
No detriment arose to the controlled entity in the 2012 accounting period
- in connection with agreements and arrangements concluded in 2012 between the controlled entity and the controlling or other interconnected entities, on the basis of which performance and counterperformance were provided; or
- in connection with provision of performance and counterperformance in 2012 on the basis of valid agreements and arrangements concluded between the controlled entity and the controlling or other interconnected entities prior to January 1, 2012.
Further, in the 2012 accounting period
- no legal acts were performed between the controlled entity and the controlling or other interconnected entities in the interests or at the instigation of such controlling or other interconnected entities; and
- no measures were adopted or implemented on the part of the controlled entity in the interests or at the instigation of the controlling or other interconnected entities, from which any detriment, benefit, advantage or disadvantage would arise.
The Board of Directors of Telefónica Czech Republic, a.s.