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The auditor of the Company for 2024 is PricewaterhouseCoopers Audit, s.r.o., having its registered office at Hvězdova
1734/2c, 140 00 Prague 4, Czech Republic.
Description of the rights attached to the relevant type of share or similar security representing an interest in the
issuer - Section 118(4)(e) Capital Market Undertakings Act
The Company issued registered shares in certificated form with identical rights and duties. The rights and obligations
attached to the shares are described in the Company's Articles of Association and relevant law, in particular the Act No.
90/2012 Coll, Business Corporations Act, as amended (the "Business Corporations Act"). The rights attached to the
Company's shares include, inter alia, the right to participate in the General Meeting and vote on matters within the scope
of the General Meeting, the right to a share in the profits and other own resources approved by the General Meeting for
distribution to shareholders, the right to request and receive explanations concerning the Company's affairs if such
explanations are necessary for the consideration of matters on the agenda of the General Meeting or for the exercise
of shareholder rights at the General Meeting, and the right to a share in the liquidation balance. The obligation attached
to shares is primarily payment for the subscribed shares within imposed deadlines.
The company issued two shares, each with a nominal value of CZK 1,000,000 per share. Each share carries 1 vote,
the total number of votes in the Company is 2. No restrictions on voting rights have been introduced in relation to any of
the shares. The Company has not adopted any specific dividend policy. The payment of dividends is governed
by the relevant provisions of the Business Corporations Act.
Description of the composition and decision-making procedures of the issuer's governing body and its
committees - Section 118(4)(f) of the Capital Market Undertakings Act
The Company's governing bodies consist of a management body (the Board of Directors) and a controlling body
(the Supervisory Board).
Board of Directors
The Company's statutory body is the Board of Directors, which currently consists of two members elected and revoked by
the Company's General Meeting. The term of office of the members of the Board of Directors is five years. The Board
of Directors elects and revoked its Chairperson, whose vote is decisive in the event of a tie.
The Board of Directors is responsible for the business management and proper accounting of the Company. It also submits
ordinary, extraordinary or interim financial statements to the General Meeting for approval and submits proposals for
the distribution of profits or the settlement of losses to the General Meeting in accordance with the Articles of Association.
In addition to the above duties, the Board of Directors is entrusted with all other powers, except those reserved to other
bodies of the Company by the Articles of Association, by law or by decision of a public authority.
The Board of Directors shall be governed by the policies and guidelines approved by the General Meeting, insofar as they
are in accordance with the law and the Articles of Association. However, no one is authorised to give instructions to the
Board of Directors concerning the conduct of business. This is without prejudice to the right of a member of the Board
of Directors to request the Company's General Meeting to give instructions concerning the conduct of business.
The Board of Directors shall meet as often as necessary to ensure the smooth running of the Company. The Board
of Directors may also adopt resolutions outside the meeting, in writing or by technical means (per rollam). A per rollam
resolution of the Board of Directors shall be adopted if a majority of all the members of the Board of Directors vote in favour
of it. The quorum of the Board of Directors shall be a majority of all its members. A resolution of the Board of Directors
shall be adopted if a majority of the members present vote in favour of the proposal. In the event of an equality of votes,
the Chairman of the Board of Directors shall have a casting vote.
The Board of Directors had three members from the time of the Company's incorporation (30 April 2024) until 4 June 2024,
which were:
- Mr Pavel Šaroch (Chairman of the Board)
- Mrs Katarína Kohlmayer
- Mr Petr Luňák
Since 4 June 2024, the Board of Directors has the following two members:
- Mrs Iva Horčicová (Chairman of the Board)
- Mr Petr Luňák