with its registered office in Světlá nad Sázavou, Zámecká 7, postal code 582 91
company number 28089880,
registered in the company register held by the County Court in Hradec Králové, section B, file 2840
The Board of Directors of the company BGS Energy Plus a.s. (hereinafter just “Company”) according to § 402 of the Act No. 90/2012 Coll., on Business Corporations ( hereinafter only “BC Act”) convenes REGULAR GENERAL MEETING of the Company, which will be held on 24 June 2015 at 10:00 a.m. in Horní Bohušice 853, Světlá nad Sázavou, Czech Republic.
1. Opening and check of the quorum of the General Meeting;
2. Election of the bodies of the General Meeting;
3. Report of the Board of Directors on the Company’s business activities and its assets for the year 2014, submitting of the regular (annual) and consolidated financial statements for the year 2014 worked out as at December 31st 2014 including auditor’s statement; submitting report on relations between related parties for the year 2014 according to § 82 of the BC Act and proposal of the Board of Directors for the allocation of the financial result for the year 2014;
4. Report of the Supervisory Board on its controlling activity in the year 2014, statement of the Supervisory Board to regular (annual) and consolidated financial statements for the year 2014, statement of the Supervisory Board to the proposal of the Board of Director’s on the allocation of the financial result for the year 2014 and information and statement of the Supervisory Board on report on report on relations between related parties according to § 82 of the BC Act;
5. General Meeting resolution on the Company’s regular (annual) and consolidated financial statements for the year 2014 and on reports of the Board of Directors and Supervisory Board;
6. General Meeting resolution on proposal for the allocation of the financial result for the year 2014;
7. Closing.
The registration of shareholders for the Regular General Meeting starts at 9:30 at the venue of the Regular General Meeting. Shareholders – legal entities identify themselves by actual excerpts from the company register or similar register (in original or notarized copy). Shareholders – individuals identify themselves by a valid document (identity card or passport). Representatives of shareholders must present written power of attorney (in original or notarized copy) detailing the extent of transferred powers before opening of the Regular General Meeting. Shareholder’s signature on a power of attorney must be officially certified.
The decisive date for access to the Regular General Meeting is June 17th, 2015 pursuant article 13 section 1 of the valid Statutes of the Company. To execute the shareholder’s rights at the Regular General Meeting (including but not limited to voting rights) is entitled a person being the shareholder of the Company on the decisive date.
The General Meeting shall be attended by the shareholders who were registered as owners of shares of the Company by the custodian of the emission of the immobilized securities of the Company as at the decisive date. Shareholders shall provide the proof that they were shareholders of the Company on the decisive day by means of a certificate (świadectwo depozytowe) issued by a member of the National Securities Depository in Poland, which manages the shareholder’s securities account.
Shareholders are not entitled to any reimbursement of costs incurred in relation to their attendance of the Annual General Meeting.
According to § 436 of the BC Act Board of Directors informs shareholders that the regular (annual) and consolidated financial statements for the year 2014 and the annual report, which includes the report of the Board of Directors on the results of business activities and the Company´s assets, and report on relations between related parties for the year 2014 according to § 82 of the BC Act and the opinion of the Supervisory Board on this report, is available on the company’s website at www.bgs-energy.cz, since 30 days prior to the General Meeting, where these documents are located at least until 30 days after approval or not approving the financial statements. By this way, shareholders have the right to get acquainted with these documents.
ad 1)
No resolution is proposed to be adopted.
Statement of the Board of Directors: The General Meeting will be opened and presided by the person nominated by the Board of Directors until a moment of electing the chairman of the General Meeting.
ad 2)
Election of the bodies of the General Meeting will be proposed as follows:
– chairman: Mgr. Štěpán Schenk
– minutes writer: Aleš Radil
– minutes verifiers: Radim Hrůza, JUDr. Ing. Zdeněk Radil
– scrutineer: Hana Kohoutová
Reason: Board proposes this resolution in accordance with § 422 of the BC Act.
ad 3)
No resolution is proposed to be adopted.
Statement of the Board of Directors: According to § 435 section 4 of the BC Act the Board of Directors is submitting to the General Meeting the financial statements and proposal for the allocation of the financial result. Voting on approval of the regular (annual) financial statements for the year 2014 and consolidated financial statements for the year 2014 and on the allocation of the financial result for 2014 will be carried out under point 5 and 6 of the agenda of the General Meeting.
ad 4)
No resolution is proposed to be adopted.
Statement of the Board of Directors: According to § 447 of the BC Act the Supervisory Board reviews financial statements and the proposal on allocation of the financial result and submits to the General Meeting its statement. According to § 83 of the BC Act the Supervisory Board is reviewing the report on relations between related parties and informs the General Meeting about the results and about the statement of the Supervisory Board.
ad 5)
It is proposed to adopt the following resolution:
a) The Regular General Meeting approves the annual financial statements prepared as at December 31, 2014 as submitted to the Regular General Meeting.
b) The Regular General Meeting approves the consolidated financial statements prepared as at December 31, 2014 as submitted to the Regular General Meeting.
c) The Regular General Meeting takes into account the report of the Board of Directors on the Company’s business results for 2014 and its assets in the present text.
d) The Regular General Meeting takes into account the report of the Supervisory Board on its activities for 2014, including the opinion of the Supervisory Board on the annual and consolidated financial statements for 2014 and comments on the review of the report on relations between related parties in accordance with § 82 of the Business Corporation Act No. 90/2012 Coll. for the year 2014.
Reason: The Board of Directors proposes the adoption of that resolution, in accordance with § 435 section 4 of the BC Act § 447 section 3 of the BC Act. The annual financial statements and consolidated financial statements are available for the shareholders at the company’s website at www.bgs – energy.cz .
ad 6 )
It is proposed to adopt the following resolution:
The Regular General Meeting decided to distribute the profit achieved in 2014 in the amount of CZK 875.520,96 as follows:
– The amount of CZK 875.520,96 – will be transferred to the account 428 – undistributed profit from previous years.
Reason: Profit achieved in 2014 is proposed to be transferred to the account of undistributed profit from previous years, in order to create sufficient resources to cover the Company’s business, respectively a potential losses in the future.
In Světlá nad Sázavou on May 22nd 2015
The Board of Directors