TDE.L Regulatory News (TDE)

20 Mar 2008 18:00

Telefonica O2 Czech Republic, A.S.20 March 2008 NOTICE OF GENERAL MEETING The Board of Directors of Telefonica O2 Czech Republic, a.s. with its registered seat at Praha 4, Za Brumlovkou 266/2, Postal Code 140 22, 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 21, 2008 at 1:00 p.m. at the TOP HOTEL Praha, Blazimska 1781/4, Prague 4, Postal Code 149 00 Agenda of the Regular General Meeting1. 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 2007 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 2007 6. Amendment to Company's Articles of Association 7. Resolution on the Reserve Fund 8. Resolution on distribution of Company profit for 2007 and retained Company profit from previous years and, as the case may be, other available own resources of the Company, and determination of royalties for 2007 9. 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 10. Election of members of the Supervisory Board of the Company 11. Resolution on the Rules for Remuneration of Members of the Board of Directors of the Company 12. Resolution on the Rules for Remuneration of Members of the Supervisory Board of the Company 13. Approval of remuneration of members of the Board of Directors and the Supervisory Board of the Company 14. Approval of the agreements on the performance of the office of members of the Company's Supervisory Board 15. Conclusion Decisive Day: April 19, 2008 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. The Company does not exercise and does not intend to exercise some ofactivities currently registered within the scope of its subject of business,therefore they may be deleted from the Articles of Association. Other amendmentsconcern provisions, which regulate remuneration of members of the Board ofDirectors and the Supervisory Board and they are intended to enable moreflexible decision-making on specific rules for remuneration. It is also intendedthat the number of members of the Board of Directors shall decrease from 9 to 7,that the minimum yearly number of the Supervisory Board meetings shall bemodified and that the authority of the General Meeting to resolve on thecreation and use of the Reserve Fund shall be extended. Finally, a group ofvarious particular amendments is proposed, which could be described as minoramendments in wording having no material impact; such amendments adjust, forexample, minor misty places in the Articles of Association or, as the case maybe, are driven by amended laws. Note: Shareholders have the following rights from March 21, 2008 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. inthe Company's registered seat the report on relations among interconnectedentities prepared 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); Key Figures of the Telefonica O2 Czech Republic, a.s. Consolidated FinancialStatements for 2007 prepared in accordance with International FinancialReporting Standards(in CZK million): Non-current assets 94,191 Equity 82,792Current assets 19,033 Non-current liabilities 9,017Non-current assets classified as held for 328 Current liabilities 21,743saleTotal assets 113,552 Total equity and liabilities 113,552 Revenue and other income*) 63,238 Operating expenses and other losses**) (49,640) Financial profit/(loss) (88) Profit before tax 13,510 *) 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 for2007 (Selected Figures of the Closing Financial Statements of Telefonica O2Czech Republic, a.s.) prepared in accordance with International FinancialReporting Standards(in CZK million): Non-current assets 94,131 Equity 84,425Current assets 18,678 Non-current liabilities 9,013Non-current assets classified as held for 328 Current liabilities 19,699saleTotal assets 113,137 Total equity and liabilities 113,137 Revenue and other income*) 63,078 Operating expenses and other losses**) (48,068) Financial profit/(loss) (33) Profit before tax 14,977 *) 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 2007 accounting period - in connection with agreements and arrangements concludedin 2007 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 2007 on the basis of valid agreements and arrangementsconcluded between the controlled entity and the controlling or otherinterconnected entities prior to January 1, 2007. Further, in the 2007 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. The 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