CAPÍTULO 2. PIRATERÍA EN EL ESTRECHO DE MALACA
E) Regional Cooperation Agreement on Combating Piracy and
2.5.3. Cooperación internacional en la lucha contra la piratería en el
(as at 31 December 2007; based on figures known to the Company as at the Annual Report compilation date)
Name Registered office ID number Principal business Basic Stake in Historical
share capital basic share cost
(TCZK) capital (TCZK)
CP REINSURANCE Florinis 11, Nicosia, n/a Reinsurance services 1,090,870 100.00% 1,305,096
COMPANY LIMITED Republic of Cyprus
Penzijní fond Truhlářská 1106/9, 61858692 Supplementary 213,700 100.00% 1,559,137
České pojišťovny, a.s. Prague 1 pension insurance
RAO UES (GDR) Moscow n/a Energy n/a n/a 852,403
ZENTIVA B.V. Fred. Roeskestraat 123, n/a Pharmaceuticals 10,152 17.29% 7,260,111
1076 EE Amsterdam
Addendum to Section 118 of Act No. 256/2004 Coll. on Doing Business in the Capital Market,
as defined by Act No. 104/2008 Coll.
Items:h), j), k), m), n), o), q) do not apply to Česká pojišťovna.
Item i)
Česká pojišťovna is 100% owned by CZI Holdings N.V., which is 100% owned by Generali PPF Holding B.V. Generali PPF Holding B.V. is owned
51% by Assicurazioni Generali S.P.A.
49% by PPF Group N.V. (Petr Kellner 94.36%, Jiří Šmejc 5% and Ladislav Bartoníček 0.64%) through PPF Co1. B.V.
Item l)
As far as the Issuer is aware, no such agreements have been concluded between entities with stakes in the Issuer that could have a direct influence on the negotiability of the Issuer’s shares. For the sake of completeness, however, it is necessary to state that in the transaction concluded between PPF Group N.V. and Assicurazioni Generali S.P.A., which led to the creation of Generali PPF Holding B.V. (“GPH”), which is an indirect 100% shareholder of the Issuer, certain principles were agreed concerning
decision-making by GPH’s boards – principles subsequently reflected in the Articles of Association of GPH – which could in certain cases have some influence on conditions for transfer of substantial equity stakes in the Issuer, since such transactions are subject to approval by the GPH Board of Directors.
Item p)
In 2007, eight Company executives had in their contracts provisions concerning severance pay equivalent to 23-50 months’ pay in the event their employment with the Company is terminated in conjunction with a takeover
Prague, 24 April 2008
Milan Maděryč
Chairman of the Supervisory Board
Aleš Minx
Vice Chairman of the Supervisory Board
During 2007 the Supervisory Board discharged its duties under the law and the Articles of Association. It met 10 times. It oversaw the Board of Directors’ performance and the implementation of the Company’s business operations. It verified whether the Company conducted its business operations in accordance with applicable law, the Articles of Association, and instructions given by the General Meeting in the form of decisions of the sole shareholder. The Supervisory Board also dealt with complaints delivered to the Supervisory Board from the Company’s customers and business partners.
On 1 February 2007, the Board of Directors of Česká pojišťovna discussed the resignation of Mr. Ivan Kočárník as Chairman and member of the Supervisory Board. Mr. Ivan Kočárník resigned at his own request on 31 January 2007. The Supervisory Board discussed and approved the resignation on 24 January 2007.
Afterwards, the Supervisory Board operated in a two-member configuration, Aleš Minx (Vice Chairman) and Marek Orawski. CZI Holdings N.V., as the sole shareholder of the Company Česká pojišťovna a.s., decided effective 1 June 2007 to appoint a new member of the Supervisory Board of the Company Česká pojišťovna a.s., Mr. Milan Maděryč, who was nominated as a candidate for the position of Chairman of the Supervisory Board.
Effective 1 June 2007, the Supervisory Board of the Company Česká pojišťovna a.s. elected Mr. Milan Maděryč Chairman of the Supervisory Board of the Company Česká pojišťovna a.s. and as of 18 June 2007 it elected Mr. Aleš Minx Vice Chairman of the Supervisory Board of the Company Česká pojišťovna a.s.
During its meetings, the Supervisory Board discussed the Company’s financial performance, the fulfillment of the financial and commercial plan, the investment policy, and the financial performance of the Company’s subsidiaries. The Supervisory Board monitored the company’s strategic objectives as well as those of its financial group.
The Board of Directors submitted to the Supervisory Board the financial performance results for the 2007 accounting period, which are part of the Company’s audited financial statements. The Board of Directors also submitted its proposal for distribution of the Company’s earnings, including distribution of the Company’s earnings from the 2007 accounting period, which was discussed by the Board of Directors and which the Board of Directors intends to recommend for approval to the sole shareholder acting in the capacity of the General Meeting, as well as the consolidated financial performance results for the 2007 accounting period. The Supervisory Board also received for its review the Report on Relations Between the Company and Related Entities in 2007 (compiled in accordance with Section 66a(9) of Act No. 513/1991 Coll., the Commercial Code). The Supervisory Board has reviewed the Company’s financial statements for the 2007 accounting period, the Company’s consolidated financial statements for the 2007 accounting period, the earnings distribution proposal put forward by the Company’s Board of Directors for the 2007 accounting period, as well as the Report on Relations Between the Company and Related Entities in the 2007 accounting period, and has found nothing therein that would give the Supervisory Board reason to pronounce a negative opinion on the contents of said documents.
In the course of its review, the Supervisory Board further found that the proposed earnings distribution will not have any negative impact on the Company’s financial situation. The Company has a large cash-flow surplus, and therefore the Supervisory Board stated that it found no reason to pronounce a negative opinion on the proposal put forward by the Board of Directors of Česká pojišťovna concerning the distribution of the Česká pojišťovna’s earnings for the 2007 accounting period, and it recommends that the Company CZI Holdings N.V., as the sole shareholder acting with the powers of the General Meeting of Česká pojišťovna, approve the proposal of the Board of Directors of Česká pojišťovna as submitted.