TDE.L Regulatory News (TDE)

26 Mar 2007 07:00

Telefonica O2 Czech Republic, A.S.26 March 2007 NOTICE OF GENERAL MEETING The Board of Directors of Telefonica O2 Czech Republic, 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 26, 2007 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 2006 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 2006 6. Resolution on distribution of Company profit for 2006 and retained Company profit from previous years, and determination of royalties for 2006 7. Election of members of the Supervisory Board of the Company 8. Approval of remuneration of members of the Board of Directors and the Supervisory Board of the Company 9. Approval of the agreements on the performance of the office of members of the Company's Supervisory Board 10. Conclusion Decisive Day: April 24, 2007 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. Note: Shareholders have the following rights from March 26, 2007 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. in the Company's registered seat the Annual and the Consolidated Financial Statements of the Company; - the right to inspect on business days from 8:00 a.m. to 3:00 p.m. in the Company's registered seat the report on relations among interconnected entities prepared pursuant to Section 66a of the Commercial Code; Key Figures of the Telefonica O2 Czech Republic, a.s. Consolidated Financial Statements for 2006 prepared in accordance with International Financial Reporting Standards (in CZK million): Non-current assets 100,824 Equity 88,481Current assets 16,850 Non-current liabilities 16,495Non-current assets classified as held for 203 Current liabilities 12,901saleTotal assets 117,877 Total equity and liabilities 117,877 Revenue and other income*) 61,409 Operating expenses and other losses**) (50,249) Financial profit/(loss) (220) Profit before tax 10,940 *) 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 Telefonica O2 Czech Republic, a.s. Financial Statements for 2006 (Selected Figures of the Closing Financial Statements of Telefonica O2 Czech Republic, a.s.) prepared in accordance with International Financial Reporting Standards (in CZK million): Non-current assets 100,674 Equity 88,615Current assets 16,920 Non-current liabilities 16,492Non-current assets classified as held for 203 Current liabilities 12,690saleTotal assets 117,797 Total equity and liabilities 117,797 Revenue and other income*) 61,405 Operating expenses and other losses**) (50,054) Financial profit/(loss) (257) Profit before tax 11,094 *) 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 Relationsamong Interconnected Entities: No detriment arose to the controlled entity in the 2006 accounting period: - in connection with agreements and arrangements concluded in 2006 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 2006 on the basis of valid agreements and arrangements concluded between the controlled entity and the controlling or other interconnected entities prior to January 1, 2006. Further, in the 2006 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. Board of Directors of Telefonica O2 Czech Republic, a.s. This information is provided by RNS The company news service from the London Stock Exchange