Estilos de manejo de conflictos

The General Meeting is the supreme governing body of the Company in matters related to its business, organisation and operations. The General Meeting is convoked by the Board of Directors at least once a year, to take place within six months from the last day of the accounting period. It is convened by way of a written invitation sent to all shareholders no later than 30 days prior to the date of the General Meeting. The General Meeting constitutes a quorum if shareholders holding shares or equivalent securities with the nominal value exceeding a half of the share capital of the Company are present. Voting is by ballot signed by the voter. Voting may also take place by

correspondence voting. The General Meeting decides by over half of votes by present shareholders, at least a two-thirds majority of votes of present shareholders is needed to change the Company Statutes.

The General Meeting has the exclusive authority to:

x approve the Rules of Procedure of the General Meeting,

x decide on amendments to the Articles of Association, unless any change which occurred under any other legal circumstances is involved,

x decide on an increase of the share capital or on the authorisation of the Board of Directors pursuant to Art. 511 et seq. of the Business Corporations Act (i.e. on the authorisation of the Board of Directors to decide on an increase of the share capital) or on the option to offset a pecuniary receivable due from the Company against receivable of payment of the subscription price of shares,

x decide on the reduction of the share capital,

x decide on issue of bonds, where the decision by the General Meeting is required by the Business Corporations Act,

x decide to wind up the Company with liquidation, appoint and dismiss the liquidator, approve proposed distribution of the liquidation balance,

x decide on transformation of the Company, unless the law stipulates that the Board of Directors is authorized to make such decision,

x decide on a change in class of shares and any change in the rights attached to individual classes of shares,

x decide to transform the shares as securities into booked shares, or booked shares into securities, or decide on the change of the form of shares,

x elect and dismiss the members of the Supervisory Board,

x approve regular and extraordinary financial statements and consolidated financial statements and, in cases set forth by law, also interim financial statements; decide upon the distribution of profits or other own resources or cover of losses,

x discuss a Board of Directors’ annual report on the Company’s business, and on the situation of the Company’s assets as part of the annual report according to the Act No. 563/1991 Coll. on Accounting, as amended,

x approve contracts for transfer or pledging or mortgaging of a business establishment or any such part thereof that would result in a material change in the structure of the establishment or

a material change in the subject of the business or operations of the Company,

x decide on approval of the rules of remuneration to members of the Supervisory Board and the Audit Committee and stipulation of remuneration to members of the Supervisory Board and the Audit Committee,

x decide on approval of silent partnership, any changes thereto or termination thereof, if the Company concludes such agreements,

x decide on approval of executive service agreements for members of the Supervisory Board and the rules for provision of perquisites to members of the Supervisory Board of the Company, to which there is no right arising from the law, executive service agreement as approved by the General Meeting, or from an internal regulation approved by the General Meeting,

x decide on determination of an auditor to carry out mandatory audits or to audit other documents where the determination is required by law,

x elect and dismiss of the members and substitute members of Audit Committee,

x decide on approval of executive service agreements for members of the Audit Committee and the rules for provision of perquisites to members of the Audit Committee, to which there is no right arising from the law, agreement on the performance of the office as approved by the General Meeting, or from an internal regulation approved by the General Meeting, x decide on approval of financial assistance if such approval is required by law, and x decide on instructions for members of the Board of Directors, or any other body of the

Company, in accordance with the law and these Articles of Association.

General Meetings

Four regular General Meetings of the Company took place in 2014.

12 March 2014

A General Meeting of the Company was held on 12 March 2014 and approved the following: x Recall of three members of the Supervisory Board; confirmation by election the membership of

the co-opted Supervisory Board members and election of new Audit Committee members (for details see below).

x Approval of executive service agreements with newly elected Supervisory Board and Audit Committee members.

x Amendment to the Articles of Association of the Company, with the main changes being: a reduction in the number of members of the Company’s statutory bodies, and a more flexible procedure for termination of their service; abolishment of the rule that one third of seats in the Supervisory Board would be filled with deputies elected by employees of the Company; abolishment of the mandatory allocations from the profit to the reserve fund; greater

involvement of the Supervisory Board in the approval of major decisions; and removal of the position of Company Secretary from the Articles of Association. Other changes were introduced mainly to comply with the Business Corporations Act.

19 May 2014

A General Meeting of the Company was held on 19 May 2014 and approved the following: An amendment to the Articles of Association of the Company. The most meaningful change was a change in the commercial name of the Company to O2 Czech Republic a.s., effective 21 June 2014. Further changes to the Articles of Association concerned mainly determination of a decisive day for exercising the right to a dividend and modification of certain control powers of the

Supervisory Board in relation to the Board of Directors.

25 June 2014

A General Meeting of the Company was held on 25 June 2014 and approved the following:

x The Company’s financial statements and the consolidated financial statements for the year 2013 prepared under the International Financial Reporting Standards (IFRS). Both sets of statements were recommended by the Board of Directors of the Company for approval, and audited by the auditor Ernst & Young, which gave both sets of statements an unqualified opinion.

x Distribution of unconsolidated profit for the year 2013 in total amount of CZK 5,682 mil. for payment of dividends. This represents a dividend of CZK 18 before tax per each share in nominal value of CZK 87. A dividend of CZK 870 before tax will be due on the share in the nominal value of CZK 180.

x Determination of the auditing firm KPMG ýeská republika Audit, s.r.o., based on

recommendation of the Audit Committee, to perform the required audit of the Company for 2014.

17 December 2014

A General Meeting of the Company was held on 17 December 2014 and approved the following: x Amendment to the Articles of Association of the Company, with the main changes being:

expanding the possible methods for shareholders to vote to include voting by correspondence, relaxation of control powers of the Supervisory Board towards the Board of Directors of the Company, a change in the method of negotiating on behalf of the Company and expanding the method of convening the General Meeting.

x Provision of financial assistance in the form of a loan up to a total amount of principle CZK 24,800,000,000 to PPF Arena 2 B.V.

A detailed overview of the conclusions of General Meetings is given on the Company’s website (www.o2.cz/spolecnost).