RESOLUTION OF THE GENERAL MEETING
Date: 01.02.2016
Board of Directors of the company
Moravskoslezské cukrovary, a.s. ID No. 46900764, with its registered seat at Cukrovarská 657, Hrušovany nad Jevišovkou, Postal Code 67167, file No. B 850 maintained by the Regional court in Brno (hereinafter the "Company")
herewith under Sec. 384 para 1 and Sec. 385 para 1 of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Business Corporations Act), as amended (hereinafter the "Business Corporations Act"), publishes
the resolution of the general meeting, registration of the resolution with the Commercial Register, conclusions of the expert opinion and information about depositing of the official deed at the registered seat of the Company
A. RESOLUTION OF THE GENERAL MEETING
The general meeting of the Company held on 21 January 2016 from 1 p.m. at the seat of the Company, adopted the following resolution:
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.
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.
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.
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.” (hereinafter the “Resolution”)
B. REGISTRATION OF THE RESOLUTION WITH THE COMMERCIAL REGISTER
The Resolution was registered with the Commercial Register of the Company, file No. B 850 maintained by the Regional court in Brno, on 26 January 2016.
C. CONCLUSIONS OF THE EXPERT OPINION
In accordance with Sec. 376 para 1 of Business Corporations Act the amount of monetary consideration and its adequacy was documented by the Principal Shareholder by means of the 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.
The purpose of the 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 Principal Shareholder in accordance with Sec. 375 et seq. of Business Corporations Act. The amount of the consideration for these 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 ordinary 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 equals the amount of CZK 141.60 per each book-entry ordinary bearer share with nominal value of CZK 10.- issued by the Company.
D. NOTICE FOR THE OWNERS OF EQUITY SECURITIES OF THE COMPANY
In accordance with Sec. 384 para 1 of Business Corporations Act the Board of Directors notifies the owners of the equity securities of the Company that the notarial deed N 4/2016 NZ 159/2016 dated 22 January 2016 certifying the adoption of the Resolution of the general meeting of the Company dated 21 January 2016 was deposited at the registered seat of the Company and made available for inspection of the owners of the equity securities of the Company on the working days from 9 a.m. to 12 noon.
In accordance with Sec. 385 para 1 of Business Corporations Act the ownership to the equity securities (shares) of the minority shareholders of the Company shall pass to the Principal Shareholder with expiry of one month after the publication of the registration of the Resolution in the Commercial Register.