Law No. 90/2012 Coll. on Commercial Companies and Cooperatives - Rights of Shareholders

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Part 4

The rights and obligations of shareholders

Deposit obligation

§ 344

(1) A shareholder shall pay the issue price of shares subscribed by the time specified in the statutes or decisions of the General Assembly to raise capital, but no later than 1 year from the date of effectiveness of the company or from the capital increase.

(2) A shareholder who is in default in repayment of issue price, the company shall pay interest on late payment of the amount due at twice the rate of interest determined under other legislation, unless otherwise determined by the statutes.

(3) Deposit obligations can not be relieved of the shareholder, unless it is a capital reduction.

§ 345

(1) If a shareholder with the fulfillment of the obligation to deposit or part of the delay, the Board shall invite him to meet her in the additional period designated by the statutes of the company, or within 60 days of receipt of the call.

(2) The Board after a lapse of time under paragraph 1 of lingering excluded from the shareholder for the shares in respect of which fulfilled the deposit requirement, and invite him to a reasonable period gave interim certificate, if issued. This does not apply if the Board adopts other measures. Unless issued interim certificates, passes futile expiration of the additional period outstanding shares to the company.

(3) Excluded Shareholder shall be liable to repay the issue price of shares subscribed by it.

§ 346

(1) If the shareholder is excluded for the time of interim certificate, if issued, fails to return, this Board declares interim certificate as invalid and notify shareholders in writing. This decision of the Board shall notify shareholders of the manner prescribed by this Act and the statutes for convening the meeting and is published.

(2) The company will issue shares to anyone who has been approved by the General Assembly to repay the issue price, or the nominal or book value of interim certificate or reduce the outstanding share capital.

§ 347

(1) Performance of the company returned to profit when selling shares, the performance of the implementation provided by the excluded shareholder to repay the issue price and the company to him without delay worthwhile.

(2) performance of the Company under paragraph 1 shall be charged against the claim, which may have excluded a shareholder for breach of his duties.

(3) The Company may set off purposefully incurred costs incurred in connection with the declaration of interim certificate invalid; shareholders of the netted amount shown.

§ 348

(1) A shareholder is entitled to a share in profits, which the General Assembly approved for distribution to shareholders. Unless the statutes in relation to a particular type of shares otherwise determined by the percentage ratio of shareholders' share in the capital.

(2) Unless the statutes provide otherwise, shall pay the share of profits in cash.

(3) The company pays profit share at its expense and risk only by bank transfer to the shareholders in the share register.

(4) The shares, which is associated with a solid share of the profits, the decision of the General Meeting of its distribution is not required. Share of profit is due within 3 months of the financial statements.

§ 349

Unless the law otherwise provided by any monetary compensation for the owner of certificated shares only by bank transfer to a bank account specified in the list of shareholders.

§ 350

(1) The Company may not distribute profit or other private sources to shareholders, if the date of the last financial year end equity arising out of the ordinary or extraordinary financial statements or equity after this distribution will reduce the amount of the subscribed capital plus funds that can not be this Act or the Statutes distributed to shareholders.

(2) Amount available for distribution to shareholders shall not exceed the economic result of the completion of the last reporting period plus any retained earnings from previous years, less losses brought forward and allocations to reserves and other funds in accordance with this Act and Statutes.

(3) The decision of the General Assembly made in breach of paragraphs 1 and 2 are considered as having been received.

§ 351

Unless the statutes provide another day, the decisive day for exercising the right to share in profits decisive day for attending the meeting that decided on the payment of profit sharing.

§ 352

(1) Right to share in profits is separately transferable from the date of the General Assembly decided on its payout.

(2) In the event that were issued or to be issued to exercise the right to share in profits coupons under other legislation, this right is transferable only with coupon.

(3) Coupons can also go by the general meeting before the decision on profit distribution for the accounting period to which the coupon applies. Paragraph 1 shall not apply.

§ 353

Vote

(1) A shareholder is entitled to attend the meeting and vote on it.

(2) The statutes may restrict the exercise of voting rights by setting the highest number of votes one shareholder to the same extent for each shareholder or controlled entity for it.

Cumulative voting

§ 354

Determine if the statutes, elects the members of corporate bodies cumulative voting.

§ 355

(1) For the purpose of cumulative voting, the number of votes of shareholders and finds that the number of votes, which treats the general shareholder meeting, multiply the number of elected members of the institution of society. If you elect board members and members of the Supervisory Board, to be collected for the purpose of cumulative voting shareholder votes for each institution separately.

(2) The cumulative voting shareholder is entitled to use all the voices, which treats, or any number to a particular person or a person.

(3) If cumulative voting in the General Assembly votes on each member institution separately. In cumulative voting shall be handed over only the votes for the election of a person or persons.

(4) In order to be revoked member elected body of cumulative voting, it can be revoked only with the consent of a majority of those who voted for his election, or their legal successors, this shall not apply if the breach of an organ of its obligations seriously.

§ 356

(1) If cumulative voting is elected those persons for whose election was given the highest number of votes, the vote was at least an absolute majority of votes of shareholders present at a general meeting, noted for cumulative voting.

(2) If more than one person gets the same number of votes, the vote on these people again. If the vote and repeated the same number of votes will decide the election by drawing lots.

(3) The minutes of the meeting must indicate how many votes were votes for the election of each person and the proposed list of names of those who so voted.

The right to an explanation

§ 357

(1) A shareholder is entitled to request and obtain a general meeting from an explanation of matters relating to the Company or its subsidiaries, if such explanation is necessary to assess the content matters assigned to the General Meeting or to exercise its shareholder rights on it. The statutes may provide that each shareholder has the presentation of his application for a reasonable time limit.

(2) A shareholder may request under paragraph 1 shall submit in writing. Statutes of limitation may determine the extent of the application. Application must be made after publication of the invitation to the General Assembly and before the event.

§ 358

(1) Explanation of matters relating to the ongoing meeting will provide shareholders directly to the General Assembly. If this is not due to the complexity of the explanation may be provided to shareholders within 15 days of the meeting, even though it is no longer necessary for the assessment of the general meeting or for the exercise of shareholder rights on it.

(2) Information contained in the explanation must be specific and provide sufficient and fair view of the fact interviewed. Explanation by providing complete answers to more questions of similar content. It is true that the explanation given to shareholders even if the information was published on the web site no later than the day preceding the meeting and is available to shareholders at the meeting. If the information is communicated to shareholders, each shareholder entitled to further the information requested without completion of the procedure under § 357th

§ 359

The Board of Directors or the person who convenes a general meeting may provide an explanation wholly or partly refused if

a) the provision could cause the company or had a controlling influence injury

b) goes on inside information or classified information under other legislation or

c) an explanation is required in the public domain.

§ 360

(1) Compliance with the conditions for refusal to examine the board and explain the reasons shareholders. Notification of refusal to provide an explanation is included in the minutes of the meeting.

(2) A shareholder has the right to demand that the Supervisory Board has determined that the conditions provide an explanation for the rejection occurred and the Board is obliged to tell him. The Supervisory Board decides on the request directly to the shareholders general meeting, and can not do this, so within 5 working days of the meeting.

(3) In the event that the provision of an explanation of the Supervisory Board does not agree or does not respond within the statutory time limit, decide whether the company is obliged to provide information, upon the motion of the shareholders. The right to initiate proceedings in court can be applied within one month from the date of the meeting, which was refused to provide an explanation, or the refusal or failure to provide information in the time limit under § 358, paragraph 1; later claimed right to be disregarded.

(4) During the proceedings pursuant to paragraph 3 running of the limitation period for exercising the rights that are dependent on the required explanations.

The right to make proposals and counterproposals

§ 361

(1) A shareholder is entitled to make proposals and counterproposals to the matters included on the agenda of the meeting.

(2) If a shareholder wishes to apply counter-issues agenda of the General Assembly, it delivers the company a reasonable time before the meeting, this does not apply to proposals of certain persons into bodies. The provisions of § 369, paragraph 2 shall apply mutatis mutandis.

§ 362

(1) The Board shall notify shareholders of the manner prescribed by this Act and the articles for a general meeting of shareholders amended counterclaim with its opinion, this does not apply if a notification received less than 2 days before the meeting or where the cost of them were in gross disproportionate to the significance and content of a counterclaim or a counterclaim if the text contains more than 100 words.

(2) If the counterclaim is more than 100 words, the Board shall notify shareholders of the essence of his opinion of the counterclaim and the counterclaim shall publish on the web site.

§ 363

Shareholders have the right to make proposals on matters to be included on the agenda of the General Assembly, before the publication of the invitation to the General Meeting. Design delivered by companies at least seven days before publication of the invitation to the General Meeting and the Board shall publish its opinion with an invitation to the General Meeting. The proposals received after this deadline shall apply mutatis mutandis § 362nd The statutes of the period may be shortened under the second sentence.

§ 364

(1) Unless the statutes provide otherwise, the first vote on the proposal for shareholders.

(2) The statutes or the general meeting at which the proposal is to be recited, may provide that each shareholder has the presentation of its proposal for a reasonable time limit.

The rights of shareholders qualified

§ 365

(1) A shareholder or shareholders, whose capital is more than 100 million CZK, who shares with an aggregate nominal value or number of units reaches at least 3% of the capital, enjoy special rights provided by this Act (hereinafter referred to as "qualified shareholder" ).

(2) The company, whose registered capital is CZK 100 million or less are considered as a qualified shareholder the shareholder or shareholders holding shares with an aggregate nominal value or number of at least 5% of the capital.

(3) The company, whose registered capital is CZK 500 million or higher with a qualified shareholder considers the shareholder or shareholders holding shares with an aggregate nominal value or number of units reaches at least 1% of the capital.

(4) The articles of agreement narrowing the legal rights of qualified shareholders rights shall be disregarded.

§ 366

Qualified shareholders may ask the Board to convene to discuss their issues proposed by the General Assembly. The request shall bring a draft resolution on the proposed issues or arguments.

§ 367

(1) The Board shall convene at the request of qualified shareholders if it complies with the requirements of § 366, the General Meeting in the manner provided by this Act and the articles to be held no later than 40 days from the date on which the request is received to convene, the deadline for publication and sending invitations to the General Meeting in this case reduced to 15 days. In the case of a company whose shares are admitted to trading on a regulated European market, the time limit under the first sentence and 50 days period under the second sentence of 21 days.

(2) The Board is not entitled to the proposed agenda of the General Assembly to change. The Board is entitled to the proposed agenda of the General Assembly to supplement only with the consent of persons who have requested to convene a general meeting pursuant to § 366th

§ 368

(1) If the Board fails to convene a general meeting within the time limit under § 367, paragraph 1, authorize the court to convene its qualified shareholders who request it, and it is empowered to act for any company in general meeting to be linked; recognize Where appropriate, the court's own motion to determine simultaneously the President of the General Assembly.

(2) Notice of General Meeting of the court's decision contain a statement pursuant to paragraph 1, including data which court issued the decision and when it becomes enforceable. The provisions of § 367 relating to the invitation shall apply mutatis mutandis; qualified shareholders are entitled to request extract from the book-entry securities for purposes of the General Meeting convened by them.

(3) Costs associated with the meeting are borne by society; to fulfill this obligation shall be liable jointly and severally members of the Board. Authorization to the company shareholders have a right to pay the costs of legal proceedings and other costs reasonably incurred.

§ 369

(1) If requested by a qualified shareholder, the Board shall include on the agenda of the General Assembly designated it matter, provided that each of the issues and the proposed resolution or its inclusion is justified.

(2) In the event that a request under paragraph 1 was received after the publication and distribution of invitations to the meeting, the Board shall publish a complete agenda of the General Assembly no later than 5 days before the meeting or, if specified, before the record date for participation in the General Meeting in the manner prescribed by law and the convening of the meeting.

§ 370

A qualified shareholder may request the Supervisory Board to the matters referred to in the application, review the performance of the Board. The Supervisory Board shall examine the performance of the Board without undue delay and no later than two months of receiving the request shall inform the qualified shareholders of results of the review.

Shareholder action

§ 371

Each shareholder is entitled to qualified for the company to seek compensation for injury against a member of the Board or the Supervisory Board, or to meet their obligations under any agreement pursuant to § 53 paragraph 3, repayment or against the issue price shareholder who is in arrears with their repayments, and in this management to represent the company, the same applies for subsequent enforcement.

§ 372

(1) A qualified shareholder is entitled to claim damages under § 371 does not, if the injury determined pursuant to § 53 paragraph 3, unless the person societies caused the injury, is the sole shareholder or a person who controls it.

(2) Shareholders' action may be brought also against influential person causes harm to society.

(3) Members of the Board, Supervisory Board or an influential person with the necessary shareholder action also means the one who in such position no longer, but it was at the time of injury for which compensation is sought him qualified shareholder or during negotiations , as a result of damage incurred.

§ 373

Ceases to be a shareholder who filed a shareholder action, shareholder, represented in proceedings by its legal successor, if he was the original shareholder is unknown.

§ 374

(1) Before exercising the right to compensation against a member of the Board informs shareholders of its intention in writing the supervisory board.

(2) If the authority informed exercised its right to compensation or to pay the issue price without undue delay after receipt of the information under paragraph 1, a shareholder may exercise this right for the company itself.

Forced participating securities

§ 375

A shareholder is entitled to demand that the Board convene a general meeting and presented her proposal for a decision on the transition of all other securities of the shareholder if the company's own shares

a) the aggregate nominal value of at least 90% of the share capital of the company for which they were issued shares with voting rights, and

b) with which at least 90% of the voting rights in the company (the "principal shareholder").

§ 376

(1) The owners of the securities are entitled to reasonable compensation in money, the amount set by the General Assembly. The main shareholder demonstrate the adequacy of consideration expert opinion or reasons under § 391 paragraph 1 Opinion may be on receipt of a request pursuant to § 375 older than 3 months.

(2) of the request under § 375 will deliver a major shareholder in the consideration or justification of expert opinion and decision of the Czech National Bank pursuant to § 391, if required.

§ 377

(1) The Board shall convene a general meeting within 30 days of receipt of a request under § 375 of the company.

(2) Notice of General Meeting also includes relevant information on the above consideration, or conclusions of the expert report, if required, mortgage lenders call for companies to communicate the existence of a lien on securities issued by the participating companies, and statements to the Board as to whether the proposed amount of compensation is appropriate.

§ 378

(1) The payment of consideration shall delegate. Authorized person may only be

a) a bank,

b) the securities dealer, or

c) a foreign entity doing business in the Czech Republic, whose business activities corresponds to one of the persons referred to in subparagraphs a) and b).

(2) The authorized person shall shareholder funds as may be required to pay compensation and the company demonstrates this fact.

(3) The authorized person will return the remaining cash, together with interest the principal shareholders without undue delay after the deadline for payment of consideration.

(4) The transferred funds are not part of the assets of the authorized person if it is bankrupt under any law or a similar situation occurs under the law of a Member State other than the Czech Republic.

§ 379

(1) The Company shall make available at its registered office for inspection by any owner of a participating security information about the person of the principal shareholder and expert opinion pursuant to § 376 paragraph 1

(2) A company whose equity securities are admitted to trading on a regulated European market, make way, in accordance with paragraph 1 reading a person's main shareholder, the Czech National Bank pursuant to § 391 of the consideration and justification of major shareholder, information on the procedure under § 375 shall publish on its website.

(3) The company shall without undue delay at the request of the owner of the securities free copy of documents referred to in paragraph 1 or 2 On, the right to notify shareholders in the invitation to the General Meeting.

§ 380

The owners of the securities pledged shall notify the company without undue delay after he learned of the general meeting, the fact and stop of the pledgee; notice of this obligation shall be specified in the invitation to the general meeting.

§ 381

Draft resolution in general meeting may determine the amount of consideration include an amount lower than determined by expert opinion or argument in the above consideration, unless by this Act required an expert opinion.

§ 382

(1) Decisions of the General Meeting is required approval by at least 90% of the votes of all shareholders, the owners of preferred shares and principal shareholder always have the right to vote. The decision of the General Meeting shall be a public document which is annexed to an expert opinion on the amount of the consideration in cash or justification for the consideration.

(2) General Assembly resolution also includes a determination of the main shareholder, the amount of consideration determined under § 376 paragraph 1 and the date of grant.

§ 383

Reason for declaring the nullity of resolutions of the General Meeting to transfer the securities to the majority shareholder is the fact that the consideration is not adequate.

§ 384

(1) The Board shall without undue delay after the adoption by the General Assembly a proposal for its incorporation. At the same General Assembly resolutions and conclusions of the expert report, if required, publish a manner determined by law and statutes for convening the General Meeting and by public deed at the company for the inspection notice on the store in the published notice shall also state this.

(2) Unless required by the expert opinion, the company shall publish a manner provided for in paragraph 1 is justified by the consideration and approval of the Czech National Bank pursuant to § 391, if required.

§ 385

(1) expiration of one month from publication of registration of the resolution in the Commercial Register under § 384 is transferred to local ownership of the securities company's principal shareholder.

(2) arrest in cases where the securities for which ownership was transferred, the lien at the time the ownership expires. The mortgage lender who holds the securities pledged, shall apply mutatis mutandis § 386 and 387th

§ 386

Company shall order the entry of the change of owners of securities book-entry securities accounts on the person authorized to keep records of the relevant securities under any other law without undue delay after the ownership is the main shareholder, with the basis for the registration of change is the decision of the General Meeting pursuant to § 375 and 382 and proof of its publication.

§ 387

(1) The current owners of the securities company to be presented 30 days after the transfer of ownership, in the time delay can not claim compensation.

(2) Failure of the current owners of the securities securities specified in paragraph 1-1 months, or within the additional period for companies that must not be less than 14 days, proceed company pursuant to § 346 paragraph 1 first sentence.

(3) returned the securities before the company main shareholders without undue delay.

(4) For the securities declared invalid shall without undue delay by the main shareholders in new equity securities of the same form, type and nominal value.

§ 388

(1) current owners of book entry of securities shall be entitled to payment of the usual consideration and interest at the time of the ownership of the securities registration of title to the asset account in the dematerialized securities and other owners of the securities of their delivery pursuant to § 387, from the date of the occurrence of the transition to local ownership of the securities company's shareholders to the majority shareholder.

(2) The right to interest under paragraph 1 shall not arise for the period during which the beneficiary is a delay in the transfer of the securities company.

§ 389

(1) The authorized person shall provide compensation to the beneficiaries without undue delay after the fulfillment of conditions pursuant to § 388 paragraph 1

(2) The authorized person shall provide compensation to the person who was the owner of the securities at the time of the ownership is the absence of evidence establishing the pledge of such securities, the pledgee give consideration, this does not apply if the owner proves that the lien ahead of property rights disappeared.

§ 390

(1) The owners of the securities may seek compensation from the due date after the main shareholder rights to call, if not given adequate consideration to the value of securities on the date the ownership is the main shareholder, the right shall expire, unless the owner of any participation certificates securities applied by the main shareholders within 3 months from the date of publication of registration of the General Meeting pursuant to § 384 in the Commercial Register.

(2) The shareholder shall, without undue delay the day of exercising the right under paragraph 1 of the manner prescribed for convening the meeting. The limitation period shall run from the date when the major shareholder meet reporting requirements.

(3) The Court decision was entitled to the different amount of consideration is the main shareholder base binding in law and granted to the other owners of securities. The owners of securities who avail itself of the right to call, have the right to compensation in the management of the expenditure actually incurred, if not obliged to provide compensation principal shareholder, to provide the funds deposited in escrow pursuant to paragraph 4

(4) The majority shareholder within the time specified by the court to fulfill Match all owners of the securities in judicial custody and the court together with the decision under paragraph 2, first sentence be posted on its official board a challenge to owners of securities that, for him to make up the register. Company also challenge this decision and to log in to make up the publish the manner provided by law and the convening of the meeting. Reasonably incurred costs associated with the performance of the judicial custody shall be paid from the funds in escrow compound.

(5) The provisions of the Code of Civil Procedure on the subject of custody Accrual of State shall not apply. Passed the period of three years from the final resolution of acceptance into custody, the court, that the object of keeping the main shareholder returns if no one logs on to 1 year from the date of publication of this resolution. This court order be posted on the official board of the court.

(6) agrees with the major shareholder to call the owner of a participating security outside of court proceedings, the agreement is binding for the majority shareholder base as recognized in law as well as against other owners of the securities and principal shareholder of its conclusion shall notify the other owners of the securities manner prescribed by law and the convening of the meeting. The main shareholder without delay after the conclusion of an agreement under the first sentence to fulfill Match all owners of the securities in judicial custody, paragraphs 4 and 5 shall apply mutatis mutandis.

(7) For owners of securities who are not parties in accordance with paragraphs 2 and 3, the limitation period for claiming to call from the funds pursuant to paragraph 4 of the date of publication of the judgment pursuant to paragraph 4 For owners of securities who are not parties to the agreement pursuant to paragraph 6, the limitation period for claiming to call from the funds pursuant to paragraph 6 of the date of publication of notice pursuant to paragraph 4

§ 391

(1) Decisions of the General Meeting of the transfer of all other securities of the company, which participating securities are admitted to trading on a regulated European market, the main shareholder is required to justify the amount of consideration the principal shareholder and prior consent of the Czech National Bank.

(2) The Czech National Bank assesses only whether the petitioner properly justify the proposed level of compensation.

(3) The Czech National Bank shall issue a decision within 15 working days from receipt of the request, this deadline may be extended up to a maximum of 15 working days.

(4) party to the proceedings before the Czech National Bank is the only major shareholder.

§ 392

If the securities of the company admitted to trading on a regulated European market, an expert report pursuant to § 376 paragraph 1 shall be required.

§ 393

(1) gained the main shareholder of the shares under § 375 as a result of mandatory takeover offer, the fact that the consideration under a mandatory takeover offer is a reasonable consideration.

(2) has acquired the principal shareholder as a result of a voluntary takeover offer pursuant to the Takeover Shares pursuant to § 375, which are voluntary offer relates, the consideration under such a voluntary takeover offer consideration is appropriate.

(3) has not taken when the main shareholder is entitled under § 375 to 3 months from the end of the binding takeover offer, the provisions of paragraph 1 shall not apply.

§ 394

(1) the date of transition to local ownership of securities under § 385 is to the exclusion of securities from trading on a regulated Czech market, the provisions of § 334, 338 and 339 shall not apply.

(2) The company shall inform without delay the decision of the General Meeting pursuant to § 375 and 382 in accordance with the law on capital market of the regulated market which has the securities to trading.

§ 395

Right of redemption

The owners of the securities against which the main shareholder may invoke the procedure under § 375, may require that the participating securities purchased by a major shareholder in accordance with this Act on compulsory public the draft contract.

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