INVITATION TO THE GENERAL MEETING

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 ordinary General Meeting of the Company,

to be held on 31 May 2024 at 10:00 a.m. at the Company’s premises at its registered office, i.e. at 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. Confirmation of the General Meeting’s capacity to adopt resolutions.
3. Election of the chairperson of the General Meeting, the minute-taker, the verifier of the minutes, and the person responsible for vote counting.
4. Discussion of the Board of Directors’ report on relations between related parties for 2023.
5. Statement of the Supervisory Board on the Company’s ordinary and consolidated financial statements for the accounting period from 1 January 2023 to 31 December 2023, on the Board of Directors’ proposal for the settlement of the Company’s economic result for the accounting period from 1 January 2023 to 31 December 2023, presentation of the results of the Supervisory Board’s activities, and information from the Supervisory Board on the results of its review of the Board of Directors’ report on relations between related parties for 2023.
6. Discussion and approval of the Company’s ordinary financial statements for the accounting period from 1 January 2023 to 31 December 2023, audited by TPA Audit s.r.o., with its registered office at Antala Staška 2027/79, Postal Code: 140 00, Prague 4 – Krč, Company ID No.: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 25463, licence number 080 KAČR.
7. Discussion and approval of the Company’s consolidated financial statements for the accounting period from 1 January 2023 to 31 December 2023, audited by TPA Audit s.r.o., with its registered office at Antala Staška 2027/79, Postal Code: 140 00, Prague 4 – Krč, Company ID No.: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 25463, licence number 080 KAČR.
8. Decision on the Board of Directors’ proposal for the settlement of the Company’s economic result for the accounting period from 1 January 2023 to 31 December 2023.
9. Acknowledgement and discussion of the Company’s annual report for 2023.
10. Appointment of the auditor of the financial statements for the accounting period from 1 January 2024 to 31 December 2024.
11. Amendment to the Company’s Articles of Association.
12. Granting of consent to conclude an agreement on the provision of know-how for the production of an unmanned aircraft.
13. Approval of the remuneration policy in the wording submitted by the Company’s Board of Directors.
14. Closing.

Draft resolutions and reasoning:

1. A member of the Company’s Board of Directors shall announce how many shareholders and votes are present at the General Meeting.
2. A member of the Company’s Board of Directors shall announce whether the General Meeting has the capacity to adopt resolutions.
3. Upon the proposal of a member of the Company’s Board of Directors, the General Meeting shall elect the chairperson of the General Meeting, the minute-taker, the verifier of the minutes, and the person responsible for vote counting.

Draft resolution: The General Meeting of the Company elects Mr. Ladislav Semetkovský as chairperson of the General Meeting and, at the same time, as verifier of the minutes, and Mr. Mgr. Ondřej Mikuláš as minute-taker of the General Meeting, and further authorizes the chairperson of the General Meeting to also perform the counting of votes.

1. No vote shall be taken on this item.

Reasoning: The Board of Directors’ report on relations between related parties for 2023 is discussed at the General Meeting in accordance with the law.

1. No vote shall be taken on this item.

Reasoning: The statement of the Supervisory Board on the Company’s ordinary and consolidated financial statements for the accounting period from 1 January 2023 to 31 December 2023, on the Board of Directors’ proposal for the settlement of the Company’s economic result for the accounting period from 1 January 2023 to 31 December 2023, the presentation of the results of the Supervisory Board’s activities, and the Supervisory Board’s information on the results of its review of the Board of Directors’ report on relations between related parties for 2023 are discussed at the General Meeting in accordance with the law.

1. Draft resolution: The General Meeting of the Company approves the ordinary financial statements for the accounting period from 1 January 2023 to 31 December 2023, audited by TPA Audit s.r.o., with its registered office at Antala Staška 2027/79, Postal Code: 140 00, Prague 4 – Krč, Company ID No.: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 25463, licence number 080 KAČR, in the wording submitted by the Board of Directors.

Reasoning: This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(g) of Act No. 90/2012 Coll., on Business Companies and Cooperatives, as amended, the Business Corporations Act (“BCA”).

1. Draft resolution: The General Meeting of the Company approves the consolidated financial statements for the accounting period from 1 January 2023 to 31 December 2023, audited by TPA Audit s.r.o., with its registered office at Antala Staška 2027/79, Postal Code: 140 00, Prague 4 – Krč, Company ID No.: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 25463, licence number 080 KAČR, in the wording submitted by the Board of Directors.

Reasoning: This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(g) of the BCA.

1. Draft resolution: The General Meeting of the Company approves the Board of Directors’ proposal for the settlement of the Company’s economic result, namely profit, for the accounting period from 1 January 2023 to 31 December 2023 in the amount of CZK 591,702.55 as follows: the profit for the accounting period from 1 January 2023 to 31 December 2023 shall be retained in full in the account of retained earnings from previous years.

Reasoning: This is a matter falling within the competence of the General Meeting pursuant to Section 421(2)(h) of the BCA.

1. No vote shall be taken on this item.

Reasoning: The Company’s annual report for 2023 is discussed at the General Meeting in accordance with the law.

1. Appointment of the auditor of the financial statements for the accounting period from 1 January 2024 to 31 December 2024.

Draft resolution: The General Meeting of the Company approves the Board of Directors’ proposal to appoint as auditor for the accounting period from 1 January 2024 to 31 December 2024 Grant Thornton Audit s.r.o., with its registered office at Pujmanové 1753/10a, Postal Code: 140 00, Prague 4 – Nusle, Company ID No.: 080 61 017, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File 312316, licence number 603 KAČR.

Reasoning: The auditor for the accounting period from 1 January 2024 to 31 December 2024 is approved by the General Meeting in accordance with the law.

1. Amendment to the Company’s Articles of Association.

Draft resolution: The General Meeting of the Company approves the following amendment to the Company’s Articles of Association:

• Article 6.2 of the Articles of Association shall henceforth read as follows: “The General Meeting shall have a quorum if shareholders holding shares whose nominal value exceeds 50% (in words: fifty percent) of the registered capital are present.”
• Article 6.3 of the Articles of Association shall henceforth read as follows:

“The General Meeting shall decide by a simple majority of the votes of the shareholders present, unless the Council Regulation, the laws of the Czech Republic implementing the Council Directive, the laws of the Czech Republic, or these Articles of Association require, in the case of a European company or a joint-stock company, a qualified majority of votes. The adoption of a resolution of the General Meeting:

a) approving the transfer or pledge of an enterprise or such part thereof that would represent a substantial change in the existing structure of the enterprise or a substantial change in the subject of the Company’s business or activities;
b) approving the lease of the Company’s enterprise or part thereof forming an independent organizational unit;
c) amending the Company’s Articles of Association;
d) as a result of which the Company’s Articles of Association are amended;
e) authorizing the Board of Directors to increase the registered capital;
f) approving the possibility of setting off a monetary receivable against the Company against the receivable for payment of the issue price;
g) issuing convertible or priority bonds;
h) dissolving the Company with liquidation;
i) distributing the liquidation balance;

shall require the consent of at least two-thirds of the votes of all shareholders, unless the Council Regulation, the laws of the Czech Republic implementing the Council Directive, or the laws of the Czech Republic require, in the case of a European company or a joint-stock company, a higher qualified majority of votes.

The adoption of a resolution of the General Meeting:

a) electing and removing members of the Board of Directors, members of the Supervisory Board, and members of the Audit Committee, and approving agreements on the performance of office of such persons;
b) approving, granting, and revoking procuration;
c) granting consent pursuant to Article 9 of these Articles of Association;

shall require the consent of at least 50% (in words: fifty percent) of the votes of all shareholders, unless the Council Regulation, the laws of the Czech Republic implementing the Council Directive, or the laws of the Czech Republic require, in the case of a European company or a joint-stock company, a higher qualified majority of votes.”

Reasoning: The amendment to the Articles of Association consists of the following: (a) lowering the quorum threshold for the General Meeting from the current more than 75% of all shareholders to more than 50% of all shareholders, (b) lowering the quorum for adopting specified resolutions from 75% of all shareholders to two-thirds of all shareholders, and (c) lowering the quorum for adopting specified resolutions from 75% of all shareholders to 50% of all shareholders. These changes reflect the Company’s shareholder structure and, in the opinion of the Board of Directors, should lead to increased flexibility in the decision-making of the General Meeting.

Each shareholder of the Company is entitled to inspect the draft amendment to the Articles of Association free of charge at the Company’s registered office during the period from the publication of the invitation to the General Meeting until the time the General Meeting is held.

1. Granting of consent to conclude an agreement on the provision of know-how for the production of an unmanned aircraft.

Draft resolution: The General Meeting of the Company grants, pursuant to Article 8.9 of the Company’s Articles of Association, prior consent to the conclusion of an agreement on the non-exclusive provision of know-how for the production of the Primoco UAV unmanned aircraft, including any intellectual property rights to the necessary extent, to a subsidiary of the Company, i.e. a company in which the Company will hold a share of at least 80%, established under the law of the Republic of Uzbekistan.

Reasoning: Independently of its plan to build new production capacities in the Czech Republic, the Company is in an advanced stage of negotiations with the Government of the Republic of Uzbekistan regarding the establishment of a production, training, and service centre near Tashkent in 2025. The project, with an expected production capacity of up to 100 UAVs per year, anticipates a minority ownership participation by the Republic of Uzbekistan and the receipt of government incentives from its side. The Company views the plan as an important step toward the future full-scale servicing of the rapidly growing Asian market, excluding, of course, countries on EU/UN sanctions lists, such as the Russian Federation or Belarus. The possible implementation of the project depends, among other things, on obtaining all necessary licences and permits from both the Republic of Uzbekistan and the Czech Republic. The plan should be implemented through a subsidiary of the Company on the basis of an agreement on the provision of know-how for the production of the Primoco UAV unmanned aircraft, the conclusion of which is subject to the prior consent of the General Meeting pursuant to Article 8.9 of the Company’s Articles of Association.

1. Approval of the remuneration policy in the wording submitted by the Company’s Board of Directors.

Draft resolution: The General Meeting of the Company approves the remuneration policy within the meaning of Section 121k et seq. of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended, in the wording submitted by the Company’s Board of Directors.

Reasoning: As an issuer of shares admitted to trading on a European regulated market, the Company is obliged to prepare a remuneration policy within the meaning of Section 121k et seq. of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended (“CMUA”). In accordance with Section 121k(1) of the CMUA, the remuneration policy is subject to approval by the General Meeting. The proposed wording of the remuneration policy forms an annex to this invitation.

The record date for participation in the General Meeting is 24 May 2024. The right to participate in the General Meeting and exercise shareholder rights at it, including voting rights, belongs to the person who, as of the record date, is listed in the statement from the register of book-entry securities where the Company’s shares are registered, which shall be obtained 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 29 April 2024

Ladislav Semetkovský

Chairman of the Board of Directors of Primoco UAV SE

Annexes:

• Statement of the Supervisory Board
• Draft remuneration policy

The full text of the invitation to the General Meeting is available for download here..