29th Annual General Meeting - convening

Agenda of the Annual General Meeting (AGM):
1. Opening and election of the bodies of AGM (chairman, recorder of the minutes, persons to attest the minutes, persons to count the votes).
2. Annual report by the Board of Directors on the business activities, assets, and financial performance in 2020, and Information on the business plan.
3. Report on the activities of the Supervisory Board.
4. Approval of the separate and consolidated financial statements prepared as at 31 December 2020, roposed settlement of loss for 2020, and appointment of auditor for the new accounting term.
5. Removal and election of members of the Board of Directors.
6. Removal and election of members of the Supervisory Board.
7. Amendment of the Articles of the Company.
8. Conclusion. The separate and the consolidated financial statements were sent to the shareholders with the invitation, and they are also available for the shareholders at the seat of the company 30 days prior to the date of the AGM.  Items 5 and 6 are included in the agenda of the AGM in connection with the expiry of the 5-year mandate of the members of the Company's bodies in 2021 under the Commercial Code. Proposals for candidates for election as members of the bodies of the Company are to be communicated in writing and sent to the address of the Company 48 hours prior to the opening of the AGM. The proposal shall contain an indication that it is a nomination for member of the Board of Directors or the Supervisory Board, next: name, surname, date of birth, birth number, permanent residence, brief CV, criminal records, candidate’s consent to the nomination, and identification of the shareholder - proposer. Shareholder can claim his right to place such written proposal upon filing in the list of candidates at the AGM. The list of the candidates is available for inspection by the shareholders at the Company's registered office 30 days prior to the date of the AGM. Shareholders are entitled to request a copy of the list of the candidates or to be sent that copy to stated address at their own cost and risk.
Amendment of the Articles (item 7 of the Agenda) relates to the change in the lines of business - deletion of the line: “Factoring and Forfaiting”. Proposal of the Articles amendment is available for inspection by the shareholders at the Company's registered office 30 days prior to the date of the AGM. Shareholders are entitled to request a copy of the proposed articles amendment or to be sent that copy to stated address at their own cost and risk. 

The record date for determining the shareholders entitled to participate and vote at the AGM is the date of the AGM. Shareholders registration starts at 8:30 a.m. Shareholders - individuals, identify themselves with valid identity card. Shareholders - legal entities, identify itself with the original of business registry certificate or with its notarized copy (dated no earlier than 3 months prior to AGM), with valid identity card of delegate, and with the power of attorney for delegate – member of the statutory body who is not authorized to act and sign on behalf of the company separately (dated no earlier than 3 months prior to AGM). In case of representation the representative is obliged to submit the power of attorney with notarized signature (dated no earlier than 3 months prior to AGM) of the represented shareholder. The representative shall supply their power of attorney upon their entering in the list of the present. All cost related to presence at the AGM are covered by the shareholder.  

Information for shareholders in accordance with the provisions of § 218c, par. 6, § 218k, par. 1 and 2, of the Commercial Code
There will be provided information at the AGM that ŽP a.s., as the parent company and the sole shareholder of its subsidiary UHL Holding, a.s., plans to decide on its dissolution by merger with the parent company pursuant to § 218k of the Commercial Code. The draft of the merger agreement, financial statements and annual reports of the merging companies will be available to shareholders at the Company's registered office and on the Company's website from 28 May 2021. Shareholders are entitled to request a copy of above documents or to be sent that copy to stated address or by e-mail. Shareholders representing at least 5% of voting rights are entitled to request the convening of a general meeting, which will decide on the approval of the merger and the merger agreement.
 

Dear shareholders, due to the current epidemic situation in Slovakia, please protect yourself and others while attending the AGM by wearing a mask, using your own stationery, limiting personal contact, avoiding shaking hands, and keeping a safe distance from others.
 

The point of contact for shareholders is Capital Management Department in the registered office of the Company.