Pozvánka na valnou hromadu 1.12.2023

INVITATION TO THE GENERAL MEETING
of Primoco UAV SE

The Board of Directors of Primoco UAV SE, with its registered office at Výpadová 1563/29f, Postal Code: 153 00, Prague 5 – Radotín, Company ID No.: 037 94 393, registered in the Commercial Register maintained by the Municipal Court in Prague, Section H, File 1546 (the “Company”),

hereby convenes

the General Meeting of the Company,

to be held on 1 December 2023 at 10:00 a.m. on the Company’s premises at the address of its registered office, i.e. Výpadová 1563/29f, Postal Code: 153 00, Prague 5 – Radotín.

Agenda of the General Meeting:

1. Registration of attendees and opening of the General Meeting.
2. Verification of the General Meeting’s quorum and ability to adopt resolutions.
3. Election of the chair of the General Meeting, minutes clerk, verifier of the minutes and person authorized to count votes.
4. Decision on submitting an application for the admission of the Company’s shares to trading on a European regulated market.
5. Amendment to the Company’s Articles of Association.
6. Removal of a member of the Company’s Board of Directors.
7. Election of members of the Company’s Board of Directors.
8. Removal of members of the Company’s Supervisory Board.
9. Election of members of the Company’s Supervisory Board.
10. Election of members of the Company’s Audit Committee.
11. Approval of contracts for the performance of office.
12. Closing.

Proposed resolutions:

A member of the Company’s Board of Directors shall announce how many shareholders and votes are present at the General Meeting.

A member of the Company’s Board of Directors shall announce whether the General Meeting has a quorum and is capable of adopting resolutions.

Upon the proposal of a member of the Company’s Board of Directors, the General Meeting shall elect the chair of the General Meeting, the minutes clerk, the verifier of the minutes and the person authorized to count votes.

Proposed resolution:
The General Meeting of the Company elects Mr. Mgr. Ondřej Mikuláš as chair of the General Meeting and, at the same time, as verifier of the minutes, and Mr. Ladislav Semetkovský as minutes clerk of the General Meeting, and further authorizes the chair of the General Meeting to also count the votes.

Proposed resolution:
The General Meeting of the Company resolves that an application shall be submitted for the admission of all shares issued by the Company to trading on the regulated Prime Market organized by Burza cenných papírů Praha, a.s., with its registered office at Rybná 14/682, Postal Code: 110 00, Prague 1, Company ID No.: 471 15 629, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 1773.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(i) of Act No. 90/2012 Coll., on Business Companies and Cooperatives, as amended (the Business Corporations Act; the “BCA”). If the proposed resolution is adopted, the Company’s Board of Directors intends to submit an application for the admission of all shares issued by the Company to trading on the regulated Prime Market organized by Burza cenných papírů Praha, a.s., Company ID No.: 471 15 629 (the “Admission to Trading” and the “Exchange”), so that the Admission to Trading takes place in the first quarter of 2024. The Admission to Trading is intended to be carried out in the form of a so-called technical listing, i.e. without a public offering of the shares issued by the Company or the issue of new shares by the Company. In parallel with the Admission to Trading, it is intended that the shares issued by the Company will be delisted from trading on the Start Market multilateral trading facility organized by the Exchange. The purpose of the Admission to Trading is, in particular, to increase the Company’s reputation and credibility in the eyes of potential customers and investors.

Proposed resolution:
The General Meeting of the Company resolves that the Company’s Articles of Association shall be amended as follows:

Article 3, paragraph 3.1(a) of the Articles of Association shall be amended to read as follows:

“Scope of business:

• operation of commercial air transport;
• manufacture, trade and services not listed in Annexes 1 to 3 to the Trade Licensing Act, within the scope of fields of activity specified in Annex No. 4 to Government Regulation No. 278/2008 Coll., as amended, with the exception of the field of activity ‘manufacture, trade and services not classified elsewhere’, in particular:
  • publishing activities, printing production, bookbinding and copying work;
  • manufacture of measuring, testing, navigation, optical and photographic instruments and equipment;
  • manufacture of electronic components, electrical equipment, and manufacture and repair of electrical machines, devices and electronic equipment operating at low voltage;
  • manufacture of machinery and equipment;
  • manufacture, development, design, testing, installation, maintenance, repair, modification and design changes of aircraft, aircraft engines, propellers, aircraft parts and equipment, and aviation ground equipment;
  • mediation of trade and services;
  • provision of software, consultancy in information technology, data processing, hosting and related activities, and web portals;
  • design of electrical equipment.”

Article 7, paragraph 7.1 of the Articles of Association shall be amended to read as follows:

“The Supervisory Board shall have three (3) members, who shall be elected and removed by the General Meeting. The members of the Supervisory Board shall elect and remove the chair of the Supervisory Board.”

Article 8, paragraph 8.1 of the Articles of Association shall be amended to read as follows:

“The Board of Directors shall have three (3) members, who shall be elected and removed by the General Meeting. The members of the Board of Directors shall elect and remove the chair of the Board of Directors.”

Article 8, paragraph 8.2 of the Articles of Association shall be amended to read as follows:

“The term of office of members of the Board of Directors shall be three (3) years.”

Article 8, paragraph 8.8 of the Articles of Association shall be amended to read as follows:

“The Company shall be represented independently by the chair of the Board of Directors or jointly by two members of the Board of Directors.”

The words “A member of the Board of Directors is authorized” at the beginning of Article 8, paragraph 8.9 of the Articles of Association shall be replaced by the words “The chair of the Board of Directors or two members of the Board of Directors acting jointly are authorized”; and

a new paragraph 8.10 shall be inserted after Article 8, paragraph 8.9 of the Articles of Association, reading as follows:

“The prior approval of the Supervisory Board shall be required for the following legal and other acts of the Company’s Board of Directors:

• legal acts relating to investments exceeding CZK 25,000,000, with the exception of ordinary production costs;
• legal acts resulting in the establishment of a subsidiary, joint venture and/or branch;
• legal acts whose subject is the payment of bonuses to the Company’s employees in an amount exceeding CZK 2,500,000 per calendar year in each individual case; and
• the conclusion of an employment contract between an employee and the Company with an annual gross salary exceeding CZK 2,500,000.”

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(a) of the BCA. The proposed amendments to the Articles of Association primarily consist in increasing the number of members of the Company’s bodies from one member in the case of the Board of Directors and two members in the case of the Supervisory Board to three members in both cases. In connection with the increase in the number of members of the Board of Directors, a change is also proposed to the manner in which the Company is represented externally, whereby instead of the current sole member of the Board of Directors, the Company is to be represented externally by the chair of the Board of Directors elected by the members of the Board of Directors. These amendments to the Articles of Association are proposed for the purpose of introducing corporate governance standards required by the Exchange in connection with the intended Admission to Trading. Furthermore, an amendment to the Articles of Association is proposed consisting in the addition of specific fields of activity of the unqualified notifiable trade to the wording of the Company’s Articles of Association according to the data in the Trade Register, in accordance with the requirements of the current case law of the Supreme Court of the Czech Republic.

Each shareholder of the Company is entitled to freely inspect the above-mentioned draft amendment to the Company’s Articles of Association also at the Company’s registered office during the period of 30 days preceding the General Meeting, always on business days upon agreement with the Company’s Board of Directors via the e-mail address semetkovsky@primoco.com.

Proposed resolution:
The General Meeting removes Mr. Ladislav Semetkovský, born on 8 September 1977, permanently residing at Pod Modříny 167, Postal Code: 251 62, Svojetice, from the Company’s Board of Directors.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(e) of the BCA. The removal and subsequent re-election of the current member of the Board of Directors is proposed in order to align the terms of office of all members of the Board of Directors.

Proposed resolution:
The General Meeting elects the following persons as members of the Company’s Board of Directors:

• Mr. Ladislav Semetkovský, born on 8 September 1977, permanently residing at Pod Modříny 167, Postal Code: 251 62, Svojetice;
• Mr. Petr Kováč, born on 4 April 1967, permanently residing at K rovinám 544/15, Postal Code: 158 00, Prague 5 – Jinonice; and
• Ms. Romana Wyllie, born on 21 October 1967, permanently residing at Jižní 688, Postal Code: 273 45, Hřebeč.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(e) of the BCA. The election of two new members of the Board of Directors is proposed in connection with the increase in the number of members of the Board of Directors pursuant to the proposal under item 5 above. The removal and subsequent re-election of the current member of the Board of Directors is proposed in order to align the terms of office of all members of the Board of Directors.

Proposed resolution:
The General Meeting removes the following persons from the Company’s Supervisory Board:

• Mr. Gabriel Fülöpp, born on 11 September 1967, permanently residing at Keplerova 217/10, Postal Code: 118 00, Prague 1 – Hradčany; and
• Mr. Vladan Ševčík, born on 11 November 1965, permanently residing at Irská 796/3, Postal Code: 160 00, Prague 6 – Vokovice.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(f) of the BCA. The removal and subsequent re-election of two current members of the Supervisory Board is proposed in order to align the terms of office of all members of the Supervisory Board.

Proposed resolution:
The General Meeting elects the following persons as members of the Company’s Supervisory Board:

• Mr. Jakub Fojtík, Ph.D., LL.M., born on 4 March 1984, permanently residing at Lísková 200/9, Postal Code: 250 64, Zlonín;
• Mr. Vladan Ševčík, born on 11 November 1965, permanently residing at Irská 796/3, Postal Code: 160 00, Prague 6 – Vokovice; and
• Mr. Jan Sechter, born on 18 September 1968, permanently residing at Masná 697/19, Postal Code: 110 00, Prague 1 – Staré Město.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(f) of the BCA. The election of one new member of the Supervisory Board is proposed in connection with the increase in the number of members of the Supervisory Board pursuant to the proposal under item 5 above. The removal and subsequent re-election of two current members of the Supervisory Board is proposed in order to align the terms of office of all members of the Supervisory Board.

Proposed resolution:
The General Meeting appoints the following persons as members of the Company’s Audit Committee:

• Mr. Petr Babický, born on 6 March 1960, permanently residing at Zámecká 84, Postal Code: 251 64, Mnichovice;
• Mr. Jan Venglář, born on 17 November 1970, permanently residing at Osadní 1466/5, Postal Code: 170 00, Prague 7 – Holešovice; and
• Mr. Rostislav Kuneš, born on 24 February 1968, permanently residing at Jana Růžičky 1162/17, Postal Code: 148 00, Prague 4 – Kunratice.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(f) of the BCA. The appointment of the first members of the Audit Committee is proposed in accordance with paragraph 9.1 of the Articles of Association, because in the event of the Admission to Trading based on the proposal under item 4 above, the Company will be required to establish an Audit Committee pursuant to Section 44(1) of the Act on Auditors and on Amendments to Certain Acts, as amended (the “Act on Auditors”), in conjunction with Section 1a(a) and Section 19a(1) of Act No. 563/1991 Coll., on Accounting, as amended. In the opinion of the Company’s Board of Directors, the proposed candidates for members of the Audit Committee meet the requirements of expertise and independence set out in Section 44(3) to (6) of the Act on Auditors.

Proposed resolution:
The General Meeting approves the conclusion of contracts for the performance of office between the Company and:

• Mr. Ladislav Semetkovský, born on 8 September 1977, permanently residing at Pod Modříny 167, Postal Code: 251 62, Svojetice, as a member of the Company’s Board of Directors;
• Mr. Petr Kováč, born on 4 April 1967, permanently residing at K rovinám 544/15, Postal Code: 158 00, Prague 5 – Jinonice, as a member of the Company’s Board of Directors;
• Ms. Romana Wyllie, born on 21 October 1967, permanently residing at Jižní 688, Postal Code: 273 45, Hřebeč, as a member of the Company’s Board of Directors;
• Mr. Jan Sechter, born on 18 September 1968, permanently residing at Masná 697/19, Postal Code: 110 00, Prague 1 – Staré Město, as a member of the Company’s Supervisory Board;
• Mr. Jakub Fojtík, Ph.D., LL.M., born on 4 March 1984, permanently residing at Lísková 200/9, Postal Code: 250 64, Zlonín, as a member of the Company’s Supervisory Board;
• Mr. Vladan Ševčík, born on 11 November 1965, permanently residing at Irská 796/3, Postal Code: 160 00, Prague 6 – Vokovice, as a member of the Company’s Supervisory Board;
• Mr. Petr Babický, born on 6 March 1960, permanently residing at Zámecká 84, Postal Code: 251 64, Mnichovice, as a member of the Company’s Audit Committee;
• Mr. Jan Venglář, born on 17 November 1970, permanently residing at Osadní 1466/5, Postal Code: 170 00, Prague 7 – Holešovice, as a member of the Company’s Audit Committee; and
• Mr. Rostislav Kuneš, born on 24 February 1968, permanently residing at Jana Růžičky 1162/17, Postal Code: 148 00, Prague 4 – Kunratice, as a member of the Company’s Audit Committee,

in each case in the wording attached to the invitation to the General Meeting.

Reasoning:
This is a matter falling within the competence of the General Meeting pursuant to Section 59(2) of the BCA. The approval of the contracts for the performance of office is proposed in relation to all members of the Company’s elected bodies pursuant to the proposals under items 7, 9 and 10 above, in wording similar to the contracts for the performance of office that have already been concluded in the past between the Company and members of the Board of Directors / Supervisory Board.

The record date for participation in the General Meeting is 24 November 2023. The right to participate in the General Meeting and to exercise shareholder rights at the General Meeting, including voting rights, belongs to the person who, as of the record date, is listed in the extract from the register of book-entry securities in which the Company’s shares are registered, which shall be arranged by the Company, unless it is proven that the entry in the register does not correspond to reality, or to the representative of such person.

In Prague, on 31 October 2023

Ladislav Semetkovský
Member of the Board of Directors of Primoco UAV SE

Attachments:
Contracts for the performance of office between the Company and members of its elected bodies

The full wording of the INVITATION TO THE GENERAL MEETING is available for download here.