News Detail

INVITATION TO THE GENERAL MEETING

Date: 18.12.2015

Board of Directors of the company

Moravskoslezské cukrovary, a.s.

ID No. 46900764 with its registered seat at Hrušovany nad Jevišovkou, Cukrovarská 657, Postal Code 67167 file No. B 850 maintained by the Regional court in Brno

(hereinafter the "Company")

convenes under Sec. 377(1) of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Business Corporations Act), as amended (hereinafter the "Business Corporations Act") upon request of the principal shareholder of the Company

the general meeting

which will be held on 21 January 2016 from 1 p.m. at the seat of the Company

Agenda of the general meeting:

1) Opening of the general meeting, election of the Chairman, the Secretary, the verifier of the Minutes and the person authorized to count votes

2) Identification of the principal shareholder. Decision on transfer of shares issued by the Company in ownership of other shareholders to the principal shareholder in accordance with Sec. 382 of Business Corporations Act. The amount of the consideration and deadline for its provision

3) Conclusion

A. Organizational information:
The decisive date for attending the general meeting is 14 January 2016. Right to participate on the general meeting, to vote and to exercise shareholders' rights on the general meeting has only a shareholder who is kept in the excerpt of book-entry shares record of the Company as of this decisive date. The registration of shareholders will proceed from 12 noon in the place of the general meeting. It is mandatory for shareholders – natural persons to prove their identity with their ID card at the registration. It is mandatory for authorized representatives of shareholders – artificial persons to prove themselves by their ID card and original excerpt from the Commercial Register which shall not be older than 6 months or certified copy of this excerpt. In addition, it is mandatory for authorized representatives of shareholders to prove themselves by written power of attorney with the officially verified signature of a principal, which shall contain the extent of representative’s rights and it shall be evident from this power of attorney whether it was granted for the representation on one general meeting or more general meetings.

B. Motion of the general meeting’s resolutions according to the point No. 2 of the agenda:

B.I. Identification of the principal shareholder
The general meeting of the Company determines that the principal shareholder of the Company is the company AGRANA Zucker GmbH, with its registered seat at Friedrich-Wilhelm-Raiffeisen-Platz 1, Wien 1020, Austria, registered in the Commercial Register under file No. FN 51929 t (hereinafter the "Principal Shareholder"), which owns the Company’s shares the aggregate nominal value of which represents at least 90% of the Company’s registered capital, for which shares with voting rights were issued, and to which at least a 90% share of the voting rights in the Company are attached.
The ownership of the Principal Shareholder to the shares was certified by an excerpt from the relevant evidence of the book-entry equity securities dated 14 January 2016 which was submitted to the Board of Directors of the Company. From the aggregate amount of 20,819,267 pcs of the shares issued by the Company the Principal Shareholder owns a total of 20,331,333 pcs of the shares, which represents 97.66% of the Company’s registered capital and of the voting rights in the Company.

B.II. Resolution about transfer of the equity securities on the Principal Shareholder
The general meeting of the Company decides under Sec. 375 et seq. of Business Corporations Act on the transfer of ownership of all shares of the Company in the ownership of shareholders of the Company different from the Principal Shareholder, to the Principal Shareholder, while the ownership of all shares of the Company, whose owner at this point are persons different from the Principal Shareholder, pass on the Principal Shareholder after one month after the publication of this resolution of the general meeting in the Commercial Register.

B.III. Determination of the amount of consideration
The Principal Shareholder provides to the other shareholders of the Company for the shares of the Company the consideration in the amount of CZK 141.60 per one book-entry ordinary bearer share in the nominal value of CZK 10.- issued by the Company.
Adequacy of the suggested amount of the consideration is in accordance with Business Corporations Act justified by the expert opinion, No. 704/68/2015 dated 27 November 2015 prepared by the company ZNALEX, s. r. o., ID No. 26099306, with its registered seat at Praha - Praha 1, V Jámě 5/699, Postal Code 11000.

B.IV. Provision of consideration
The Principal Shareholder handed over before the general meeting to the company Česká spořitelna, a.s., ID No. 45244782, with its registered seat at Praha 4, Olbrachtova 1929/62, Postal Code 14000, file no. B 1171 maintained by the Municipal court in Prague (hereinafter the "Bank"), funds in the amount of CZK 69,091,454.40 needed for the payment of the consideration, and this fact was justified to the general meeting by presenting of the confirmation issued by the Bank.
The Principal Shareholder will provide to the existing owners of shares the consideration within 2 months after the commencement of the payment of the consideration, however at least for 2 months from the day of transfer of the Company’s shares ownership which occurs after one month after the publication of this resolution of the general meeting in the Commercial Register.
The payment of the monetary consideration for the transferred shares will be conducted by the Bank, i.e. Česká spořitelna, a.s., ID No. 45244782, with its registered seat at Praha 4, Olbrachtova 1929/62, Postal Code 14000, file no. B 1171 maintained by the Municipal court in Prague, and it shall inform each shareholder on the payment method by means of an addressed letter sent to the shareholder’s address specified in the relevant evidence of the book-entry securities.
To the shareholders – natural persons – the consideration shall be paid in cash at any branch office of the company Česká spořitelna, a.s. in the Czech Republic, unless the shareholder asks in writing with an officially verified signature for the payment of the consideration by a wire transfer and notifies the Bank about his/hers account details. To the shareholders – natural persons with their residence in the Czech Republic – the consideration can only be paid to an account opened with a financial institution in the Czech Republic.
To the shareholders – legal persons – the consideration shall be paid by a wire transfer to an account notified to the Bank in writing with an officially verified signature. To the shareholders – legal persons with their seat in the Czech Republic – the consideration can only be paid to an account opened with a financial institution in the Czech Republic.

C. To No. 2) of the general meeting’s agenda the Board of Directors states the following (justification of the motion of the general meeting’s resolutions):

C.I. Relevant information about determination of the amount of consideration
The principal shareholder of the Company, company AGRANA Zucker GmbH, with its registered seat at Friedrich-Wilhelm-Raiffeisen-Platz 1, Wien 1020, Austria, registered in the Commercial Register under file No. FN 51929 t, determined in accordance with Sec. 376 para 1 of Business Corporations Act the amount of monetary consideration per book-entry ordinary bearer shares issued by the Company (other equity securities are not issued in the Company) in the ownership of minority shareholders of the Company in the amount of CZK 141.60 per each book-entry ordinary bearer share in the nominal value of CZK 10.- issued by the Company and this determination was stated in Principal Shareholder‘s request for convocation of the general meeting.
Details about this determination were stated by the Principal Shareholder in separate justification of the amount of consideration from 14 December 2015 which he attached to the request together with the expert opinion.
The Principal Shareholder justified the adequacy of consideration with expert opinion No. 704/68/2015 dated 27 November 2015 (hereinafter the "Expert Opinion") prepared by company ZNALEX, s. r. o., ID No. 26099306, with its registered seat at Praha - Praha 1, V Jámě 5/699, Postal Code 11000.

C.II. Conclusions of the Expert Opinion
Purpose of the submitted Expert Opinion was determination of the amount of the adequate consideration for the purposes of the decision of the general meeting of the Company on transfer of all other equity securities of the Company to the person of the Principal Shareholder in accordance with Sec. 375 et seq. of Business Corporations Act.
The amount of the consideration for the shares was determined as of 31 August 2015.
The conclusion of the Expert Opinion is that the amount of the consideration for transfer (buyout) of one piece of share issued by the Company (book-entry bearer shares, the shares are not admitted for trading on a European regulated market, each with nominal value of CZK 10.-) to the Principal Shareholder is in the amount of CZK 141.60 per one share with nominal value of CZK 10.-

C.III. Statement of the Board of Directors to the adequacy of the amount of the consideration
The Board of Directors which reviewed and discussed the request of the Principal Shareholder, the company AGRANA Zucker GmbH, under Sec. 375 in connection with Sec. 376 para 1 of Business Corporations Act and the submitted Expert Opinion in which no factual inaccuracy was detected, considers the monetary consideration determined by the Principal Shareholder in the amount of CZK 141.60 per each share in the nominal value of CZK 10.- issued by the Company which was justified by the Expert Opinion and which shall be paid to the shareholders of the Company for their shares, according to information stated in the Expert Opinion, as adequate.

C.IV. Notification to the pledge creditors
The Board of Directors in accordance with Sec. 377 para 2 of Business Corporations Act calls upon the pledge creditors to inform the Company about the existence of the pledge right by means of an announcement sent to the address of the registered seat of the Company.

C.V. Notice for owners of the pledged equity securities
The Board of Directors alerts the owners of the pledged equity securities of the Company to their obligation in accordance with Sec. 380 of Business Corporations Act to inform the Company without undue delay after they learnt about the convocation of this general meeting by means of an announcement sent to the address of the registered seat of the Company about the existence of a pledge right to the equity securities issued by the Company and about the person of pledge creditor.

C.VI. Notice for all owners of equity securities of the Company
The Board of Directors alerts in accordance with Sec. 379 of Business Corporations Act the owners of the equity securities of the Company that at the registered seat of the Company on the working days for a period of thirty days before the general meeting from 9 a.m. to 12 noon , as well as on the day and at the place of the general meeting at the time from roll call until the end of the general meeting, the following documents are made available for inspection: 

  • Identification of the Principal Shareholder 
  • Expert Opinion

Any shareholder has a right to request a copy of these documents at his / her own costs and his / her own risk.

Board of Directors of the company Moravskoslezské cukrovary, a.s.