28th Apr 2006 07:00
Cesky Telecom A.S.27 April 2006 Announcement on the results of CESKY TELECOM's regular Annual General Meeting(AGM) held on 27 April 2006 in Prague Ad item 1. - Opening: The shareholders with the vote right owning over 72% of the company's sharesattended the AGM, therefore the meeting had a quorum. Ad item 2. - Approval of Rules of Procedure of the General Meeting, election ofthe chairman of the General Meeting, the minutes clerk, minutes verifiers andpersons to count the votes: The shareholders approved the procedural rules of the AGM as proposed by theBoard of Directors. Mr. Jan Zeleny was elected the chairman of the AGM, Mrs.Marcela Ulrichova the minutes clerk. The shareholders further elected minutesverifiers and persons to count the votes. Ad item 3. - Report by the Board of Directors on business activities of theCompany and state of its assets as part of the annual report of the Company forthe year 2005: Mr. Jaime Smith, the Board of Directors' chairman and company's CEO presentedthe Board of Directors' report on the business activity of the company and thestatus of its assets for the year 2005. Ad item 4. - Information on the results of inspection activities of theCompany's Supervisory Board, including information on review of the report onrelations among interconnected entities: Mr. Julio Linares, the Supervisory Board's chairman presented the report on theresults of inspection activities of the company's Supervisory Board, includinginformation on review of the report on relations between interconnectedentities. Ad item 5. - Approval of the Company's Financial Statements for the year 2005: The AGM approved the regular Financial Statements and the consolidated FinancialStatements of the company for 2005 prepared in accordance with the InternationalFinancial Reporting Standards as audited by the external auditor, and submittedby the company's Board of Directors. Ad item 6. - Resolution on distribution of Company profit for 2005 and retainedCompany profit from previous years, and determination of royalties for 2005: The AGM approved the unconsolidated profit of CESKY TELECOM for 2005 in theamount of CZK 7,164,118,986.85 after tax to be distributed as follows: 1) Contribution to the reserve fund CZK 358,205,950.00 2) Contribution to the social fund CZK 24,000,000.00 3) Royalties CZK 0.00 4) Dividends CZK 6,781,913,036.85 Additionally, the AGM approved using the remaining part of the retained profitfrom previous years amounting to CZK 8,274,477,852.94 as follows: 1) Contribution to the reserve fund CZK 0.00 2) Contribution to the social fund CZK 0.00 3) Royalties CZK 0.00 4) Dividends CZK 7,712,132,463.15 The retained profit from previous years after the proposed distribution wouldamount to CZK 562,345,389.79 million. A dividend of CZK 45.00 before tax shall thus be paid to each share with thenominal value of CZK 100 and a dividend of CZK 450.00 before tax shall be paidto each share with the nominal value of CZK 1,000. The relevant dividend record date shall be 25 September 2006. The dividend shallbe payable on 2 October 2006. Ad item 7. - Information of the Board of Directors of the Company explaining theDraft Agreement on Transfer of Assets and Liabilities: Juraj Sedivy, 1st Vice Chairman of the Board of Directors and Vice President -Chief Financial Officer of CESKY TELECOM provided shareholders with theinformation explaining the draft Agreement on Transfer of Assets and Liabilitiesof Eurotel Praha, spol. s r.o. to CESKY TELECOM, a.s. Ad item 8. - Statement of the Supervisory Board of the Company on the DraftAgreement on Transfer of Assets and Liabilities: Julio Linares, Chairman of the Supervisory Board of CESKY TELECOM advisedshareholders of the Supervisory Board statement to the draft Agreement onTransfer of Assets and Liabilities of Eurotel Praha, spol. s r.o. to CESKYTELECOM, a.s. Ad item 9. - Information of the Board of Directors of the Company on allmaterial changes concerning assets, liabilities and business results of theCompany which occurred during the period since the decisive date of the transferof assets and liabilities of Eurotel Praha, spol. s r.o. to the Company, i.e., 1January 2006: Juraj Sedivy, 1st Vice Chairman of the Board of Directors and Vice President -Chief Financial Officer of CESKY TELECOM briefed shareholders on all materialchanges concerning assets, liabilities and business results of CESKY TELECOMwhich occurred during the period since the decisive date of the transfer ofassets and liabilities of Eurotel Praha, spol. s r.o. to CESKY TELECOM, i.e.,from 1 January 2006, to the date of the AGM. Ad item 10. - Decision of the General Meeting regarding the transfer of assetsand 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 14021, 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 Statementswithin the meaning of the applicable provisions of the Commercial Code; and (iv) approval of the Opening Balance Sheet of the Company, including therelevant Auditor's Report: The AGM approved the transfer of assets and liabilities of Eurotel Praha, spol.s r.o., with its registered seat at Praha 4, Vyskocilova Reg. No. 1442/1b,Postal Code 140 21, Identification No.: 152 68 306, registered in the CommercialRegistry maintained by the City Court in Prague, Section C, Insert 1504, toCESKY TELECOM, a.s. In addition, the AGM approved the proposed draft Agreementon Transfer of Assets and Liabilities, to be executed by and in between CESKYTELECOM, a.s. and Eurotel Praha, spol. s r.o., the Annual Financial Statementsof CESKY TELECOM, a.s. for 2005, including the relevant Auditor's Report ofErnst & Young Audit & Advisory, s.r.o., Holding member, with its registered seatin Praha 2, Karlovo namesti 10, Postal Code 120 00, Identification No.: 267 04153, as the Closing Financial Statements within the meaning of the applicableprovisions of the Commercial Code and the Opening Balance Sheet of CESKYTELECOM, a.s. prepared as of 1 January 2006, including the relevant Auditor'sReport of Ernst & Young Audit & Advisory, s.r.o., Holding member, with itsregistered seat in Praha 2, Karlovo namesti 10, Postal Code 120 00,Identification No.: 267 04 153. Ad item 11. - Approval of amendment to Company's Articles of Association: The AGM approved the amendment to the Company's Articles of Association asfollows: The current text of part I to part VIII (Basic Provisions and Art. 1 toArt. 43) of the Articles of Association has been replaced by the new text ofpart I to part VIII (Basic Provisions and Art. 1 to Art. 41), as submitted bythe Board of Directors of the Company. Ad item 12. - Recall of members of the Supervisory Board save for the membersthereof elected by the Company employees in accordance with Section 200 of theCommercial Code: The AGM recalled the members of the company's Supervisory Board, Javier JoseAguilera Arauzo, Antonio Pedro de Carvalho Viana-Baptista, Jose MariaAlvarez-Pallete Lopez and Santiago Javier Fernandez-Valbuena. Ad item 13. - Election of members of the Supervisory Board of the Company: The AGM elected Catherine Jane Keers, Peter Anthony Erskin, Gerhard FranzMayrhofer and Sohail Qadri as the new members of the company's SupervisoryBoard. Ad item 14. - Approval of an amendment to the rules for remunerating of themembers of the Company's Board of Directors: The AGM approved the amendment to the rules for remuneration of members of theCompany's Board of Directors. The approved amendment to the Rules forremunerating of the members of the Company's Board of Directors consists in theerasure of the out-of-date Part 3) "Special motivation bonus", considering thatthe compensation programme for the designated members of the Board of Directorsdefined in the said part of the Rules was terminated in June 2005, since theconditions of the programme had been accomplished. Other parts of remunerationof the Board of Directors members, i.e. the flat remuneration for the dischargeof the office of a member of the Board of Directors" and the "special bonus forthe discharge of the office of a member of the Board of Directors", as well asthe method of their calculation and payout, remain unchanged. Ad item 15. - Approval of remuneration of members of the Board of Directors andthe Supervisory Board of the Company: The AGM resolved that in 2006, the members of the Board of Directors may beawarded the aggregate amount of remuneration, within the range of its componentsprovided for in Art (1,2) of the Rules of Remuneration of the Board of DirectorsMembers, in the amount of CZK 3 million, and the members of the Company'sSupervisory Board may be awarded the aggregate amount of remuneration, withinthe range of its components provided for in Art (1,2,3) of the Rules ofRemuneration of the Supervisory Board Members, in the amount of CZK 8.5 million.In the subsequent calendar year, the members of the Board of Directors of theCompany and the members of the Supervisory Board of the Company shall be awardedthe remuneration in the same aggregate amounts as in 2006, unless the GeneralMeeting resolves otherwise. Ad item 16. - Approval of the agreements on the performance of the office ofmembers of the Company's Supervisory Board: The AGM approved conclusion of agreements on the performance of the office of amember of the Supervisory Board, between the company and Catherine Jane Keers,Peter Anthony Erskine, Franz Mayrhofer and Sohail Qadri, i.e. the members of theSupervisory Board who were elected by the AGM within agenda item 13 of theCompany's AGM. Ad item 17. - Conclusion: The chairman of the AGM briefly summarized the course of the General Meeting,informed the General Meeting of the final voting results. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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