TDE.L Regulatory News (TDE)

27 Mar 2006 07:49

Cesky Telecom A.S.27 March 2006 NOTICE OF GENERAL MEETING The Board of Directors of CESKY TELECOM, a.s., with its registered seat at Praha 3, Olsanska 55/5, Postal Code 130 34, registered in the Commercial Registry maintained by the City Court in Prague, Section B, File 2322, hereby convenes REGULAR GENERAL MEETING to be held on April 27, 2006 at 1:00 p.m. at the TOP HOTEL Praha, Blazimska 1781/4, Prague 4, postal code 149 00 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 state of its assets as part of the annual report of the Company for the year 2005 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 2005 6. Resolution on distribution of Company profit for 2005 and retained Company profit from previous years, and determination of royalties for 2005 7. Information of the Board of Directors of the Company explaining the Draft Agreement on Transfer of Assets and Liabilities 8. Statement of the Supervisory Board of the Company on the Draft Agreement on Transfer of Assets and Liabilities 9. Information of the Board of Directors of the Company on all material changes concerning assets, liabilities and business results of the Company which occurred during the period since the decisive date of the transfer of assets and liabilities of Eurotel Praha, spol. s r.o. to the Company, i.e., 1 January 2006 10. Decision of the General Meeting regarding the transfer of assets and liabilities of Eurotel Praha, spol. s r.o. to the Company: (i) approval of the transfer of assets and liabilities of Eurotel Praha, spol. s r.o., with its registered seat at Vyskocilova Reg. No. 1442/1b, Postal Code 140 21, Identification No.: 152 68 306, to the Company; (ii) approval of the Draft Agreement on Transfer of Assets and Liabilities; (iii) approval of the Annual Financial Statements of the Company for 2005, including the relevant Auditor's Report, as the Closing Financial Statements within the meaning of the applicable provisions of the Commercial Code; and (iv) approval of the Opening Balance Sheet of the Company, including the relevant Auditor's Report 11. Approval of amendment to Company's Articles of Association 12. Recall of members of the Supervisory Board save for the members thereof elected by the Company employees in accordance with Section 200 of the Commercial Code 13. Election of members of the Supervisory Board of the Company 14. Approval of an amendment to the rules for remunerating of the members of the Company's Board of Directors 15. Approval of remuneration of members of the Board of Directors and the Supervisory Board of the Company 16. Approval of the agreements on the performance of the office of members of the Company's Supervisory Board 17. Conclusion Decisive Day: April 25, 2006 shall constitute the decisive day for exercise of rights attachedto book-entered bearer shares. In the case of bearer share, the persons listedin the Company's extract from the issuer's register with the Securities Centreas of the decisive day, and in the case of registered share, the persons who areas of the decisive day listed in the list of shareholders maintained by theCompany (unless it proves that the entry in the list of shareholders does notcorrespond with the actual situation) or a proxy of such shareholders, shallhave the right to participate in the regular General Meeting and exercise therights of a shareholder. Participation in the General Meeting: Registration in the attendance list (hereinafter referred to as the"Registration") will take place from 12 noon at the venue of the regular GeneralMeeting. Shareholders - individuals shall identify by an identity card duringthe Registration. Authorized proxy of a shareholder - an individual, in additionto the above, shall present powers of attorney signed by such shareholders.Statutory bodies of shareholders - legal entities shall identify by an identitycard and shall present an original or an officially certified copy of a documentdemonstrating the existence of the legal entity and a manner of acting of thestatutory body thereof on its behalf. Authorized representative of a shareholder- legal entity shall, in addition to the above, present a power of attorneysigned by a statutory body. Signature of the principal (whether of a legalentity or an individual) affixed to the power of attorney must be officiallycertified. Voting at the regular General Meeting shall be carried out by voting ballots.Each CZK 100 of the nominal value of shares represents one vote. Shareholders shall receive documents regarding individual items on the agenda ofthe regular General Meeting during the Registration. Amendment to the Articles of Association: The Board of Directors of the Company proposes amendments to the Company'sArticles of Association. The amendments are motivated by several groups ofreasons. A significant part of the proposed amendments derives from the fact that, inprevious year, a change occurred of Company's majority shareholder, who isinterested in implementation of changes in the Company, which proved effectivewithin the Telefonica group in the past or which result from modern trends incorporate governance. A part of these changes is also inspired byrecommendations for issuers of listed securities published by renowned Czech andforeign authorities; this confirms long-lasting trends in the Company concerningits transparency for investors. Above all, changes related to Company bodies andother persons and units regulated by Company's Articles of Association (i.e.Supervisory Board Committees and Company Secretary) fall within this group;these changes, which are related to their authority, composition, constitutionand interaction between them, shall lead primarily to refinement of theirfunctioning and to strengthening of internal control mechanisms within theCompany. Changes concerning corporate governance in broader sense comprise for instancechanges brought about by termination of so called golden share formerlybelonging to the National Property Fund, proposed termination of limitedtransferability of Company's registered share or replacement of one of dailynewspapers used by the Company for communication with its shareholders byCompany's web pages. The proposed change of Company's business name into Telefonica O2 CzechRepublic, a.s. can also be counted among changes resulting from integration of the Company inthe Telefonica group. Another group of proposed amendments is derived from changes in legal provisionsor actual changes concerning the Company. Above all, changes in Company's scopeof business fall within this group, either in connection with changes in legalregulation of electronic communications or with modification of the extent ofCompany's business activities. Other proposed changes of the Articles of Association shall be considered aslinguistic and minor as they do not influence the subject matter or the Articlesof Association. Note: Shareholders have the following rights from March 27, 2006 in connection withthe items on the agenda of the General Meeting: - the right to inspect on business days from 8:00 a.m. to 3:00 p.m. inthe Company's registered seat the Annual and the Consolidated FinancialStatements of the Company; - the right to inspect on business days from 8:00 a.m. to 3:00 p.m. in theCompany's registered seat the report on relations among interconnected entitiesprepared pursuant to Section 66a of the Commercial Code; - the right to inspect on business days from 8:00 a.m. to 3:00 p.m. inthe Company's registered seat the proposal for an amendment to the Articles ofAssociation (and, as the case may be, to request at their own cost and risksending of a copy of the proposal for the amendment to the Articles ofAssociation); - the right to inspect on business days from 8:00 a.m. to 3:00 p.m. inthe Company's registered seat the following documents prepared in connectionwith the proposed transfer of assets and liabilities of Eurotel Praha, spol. s r.o. to the Company: 1. the Draft Agreement on Transfer of Assets and Liabilities; 2. Financial Statements of Eurotel Praha, spol. s r.o. and the Company for the preceding three years, including the relevant Auditor's Reports in respect of each of the aforesaid; and 3. Closing Financial Statements of Eurotel Praha, spol. s r.o. and the Company, and the Opening Balance Sheet of the Company, including the relevant Auditor's Reports in respect of each of the aforesaid. The Company shall provide, without undue delay and free of charge, each shareholder at its request with a copy or excerpt from the above mentioned documents prepared in connection with the proposed transfer of assets and liabilities of Eurotel Praha, spol. s r.o. to the Company. The above mentioned documents shall be also freely available during General Meeting for its participants. The Board of Directors of the Company further notifies that - in connection withthe proposed transfer of assets and liabilities of Eurotel Praha, spol. s r.o.to the Company - the Draft Agreement on Transfer of Assets and Liabilities wasdeposited in the Collection of Documents of the Commercial Registry maintainedby the City Court in Prague and the notification thereof was published inaccordance with Section 220d of the Commercial Code. The Board of Directors of the Company notifies that the transfer of assets andliabilities of Eurotel Praha, spol. s r.o. to the Company shall not affect theCompany's shares or other equity securities issued by the Company, these sharesor other equity securities are not subject to exchange or split and the nominalvalue, type, form and shape of the Company's shares or other equity securitiesshall not be affected by the transfer of assets and liabilities of EurotelPraha, spol. s r.o. to the Company. Key Figures of the CESKY TELECOM, a.s. Group Consolidated Financial Statementsfor 2005 prepared in accordance with International Financial Reporting Standards (in CZK million) Non-current assets 111,359 Equity 94,975Current assets 12,492 Non-current liabilities 18,421Non-current assets classified as held for 360 Current liabilities 10,815saleTotal assets 124,211 Total equity and liabilities 124,211 Revenue and other income*) 61,156 Operating expenses and other losses**) (51,724) Financial profit/(loss) (684) Profit before tax 8,748 *) excluding financial income **) including Depreciation and amortisation, Impairment and Internal expensescapitalized in fixed assets; excluding financial costs and losses and income tax Key Figures of the CESKY TELECOM, a.s. Annual Financial Statements for 2005 (Selected Figures of the Closing Financial Statements of CESKY TELECOM, a.s.) prepared in accordance with International Financial Reporting Standards (in CZK million): Non-current assets 100,378 Equity 84,374Current assets 7,512 Non-current liabilities 17,575Non-current assets classified as held for 360 Current liabilities 6,301saleTotal assets 108,250 Total equity and liabilities 108,250 Revenue and other income*) 32,391 Operating expenses and other losses**) (30,742) Financial profit/(loss) 6,296 Profit before tax 7,945 *) excluding financial income **) including Depreciation and amortisation, Impairment and Internal expensescapitalized in fixed assets; excluding financial costs and losses and income tax Main Data from the Report of the Company as a Controlled Entity on Relationsamong Interconnected Entities: No detriment arose to the controlled entity in the 2005 accounting period: - in connection with agreements and arrangements concludedin 2005 between the controlled entity and the controlling or otherinterconnected entities, on the basis of which performance andcounterperformance were provided; or - in connection with provision of performance andcounterperformance in 2005 on the basis of valid agreements and arrangementsconcluded between the controlled entity and the controlling or otherinterconnected entities prior to January 1, 2005. Further, in the 2005 accounting period, - no legal acts were performed between the controlled entityand the controlling or other interconnected entities in the interests or at theinstigation of such controlling or other interconnected entities; and - no measures were adopted or implemented on the part of thecontrolled entity in the interests or at the instigation of the controlling orother interconnected entities, from which any detriment, benefit, advantage ordisadvantage would arise. Board of Directors of CESKY TELECOM, a.s. This information is provided by RNS The company news service from the London Stock Exchange