Notice of General Meeting

• NOTICE OF GENERAL MEETING
  of Primoco UAV SE

The Board of Directors of Primoco UAV SE, with its registered office at Výpadová 1563/29f, 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,

which will be held on 19 June 2024 at 10:00 a.m. at the Company’s premises at the address of its registered office, i.e. Výpadová 1563/29f, 153 00 Prague 5 – Radotín.

Agenda of the General Meeting:

1. Registration of attendees and opening of the General Meeting.
2. Determination of the General Meeting’s quorum and capacity to adopt resolutions.
3. Election of the Chair of the General Meeting, the minutes clerk, the verifier of the minutes, and the person authorised to count the votes.
4. Discussion of the Board of Directors’ report on relations between related parties for 2023.
5. Statement of the Supervisory Board on the ordinary and consolidated financial statements of the Company 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 financial result for the accounting period from 1 January 2023 to 31 December 2023, and 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.
6. Discussion and approval of the ordinary financial statements of the Company 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, 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 consolidated financial statements of the Company 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, 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 financial 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, including submission of the Board of Directors’ summary explanatory report concerning certain matters set out in 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. Approval of the remuneration policy in the wording submitted by the Company’s Board of Directors.
13. Closing.

Proposed resolutions and reasoning:

1. A member of the Company’s Board of Directors will announce how many shareholders and votes are present at the General Meeting.
2. A member of the Company’s Board of Directors will announce whether the General Meeting has a quorum and is capable of adopting resolutions.
3. 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 authorised to count the votes.

Proposed resolution: The General Meeting of the Company elects Mr Ladislav Semetkovský as Chair of the General Meeting and, at the same time, as verifier of the minutes, and Mr Mgr. Ondřej Mikuláš as minutes clerk of the General Meeting, and further authorises the Chair of the General Meeting to also count the 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 ordinary and consolidated financial statements of the Company 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 financial result for the accounting period from 1 January 2023 to 31 December 2023, and 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. Proposed 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, 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 powers of the General Meeting within the meaning of Section 421(2)(g) of Act No. 90/2012 Coll., on Business Companies and Cooperatives, as amended, the Business Corporations Act (the “BCA”).

1. Proposed 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, 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 powers of the General Meeting within the meaning of Section 421(2)(g) of the BCA.

1. Proposed resolution: The General Meeting of the Company approves the Board of Directors’ proposal for the settlement of the Company’s financial 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 retained earnings account from previous years.

Reasoning: This is a matter falling within the powers of the General Meeting within the meaning of 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. The Board of Directors’ summary explanatory report concerning the matters set out in the Company’s annual report pursuant to Section 118(5) of Act No. 256/2004 Coll., on Capital Market Undertakings, as amended (the “Capital Market Undertakings Act”), is submitted to 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.

Proposed resolution: The General Meeting of the Company approves the Board of Directors’ proposal to appoint, 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, 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, as the auditor.

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.

Proposed 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 has 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 votes of the shareholders present, unless the Council Regulation, the legal regulations of the Czech Republic implementing the Council Directive, the legal regulations 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. For the adoption of a decision of the General Meeting:

• on the approval of the transfer or pledge of the enterprise or such part thereof that would constitute a substantial change in the existing structure of the enterprise or a substantial change in the subject of business or activities of the Company;
• on the lease of the Company’s enterprise or a part thereof constituting an independent organisational unit;
• on the election and removal of members of the Board of Directors, members of the Supervisory Board, and members of the Audit Committee, and on the approval of agreements on the performance of office of such persons;
• on the approval, granting, and revocation of procuration;
• on granting consent pursuant to Article 9 of these Articles of Association;
• on an amendment to the Company’s Articles of Association;
• as a result of which the Company’s Articles of Association are amended;
• on authorising the Board of Directors to increase the registered capital;
• on the possibility of setting off a monetary receivable against the Company against the receivable for payment of the issue price;
• on the issuance of exchangeable or priority bonds;
• on the dissolution of the Company with liquidation;
• on the distribution of the liquidation balance,

the consent of at least two-thirds of the votes of all shareholders shall be required, unless the Council Regulation, the legal regulations of the Czech Republic implementing the Council Directive, or the legal regulations 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) reducing the quorum threshold for the General Meeting from the current more than 75% of all shareholders to more than 50% of all shareholders; and (b) reducing the quorum for the adoption of the specified decisions from 75% of all shareholders to two-thirds of all shareholders. In the opinion of the Board of Directors, these amendments reflect the shareholder structure of the Company and should increase the flexibility of decision-making by 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 notice of the General Meeting until the time the General Meeting is held.

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

Proposed 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 the Capital Market Undertakings Act. In accordance with Section 121k(1) of the Capital Market Undertakings Act, the remuneration policy is subject to approval by the General Meeting. The proposed wording of the remuneration policy forms an annex to this notice.

Record date for participation in the General Meeting and explanation of its significance

The record date for participation in the General Meeting is 12 June 2024 (the “Record Date”). The significance of the record date for participation in the General Meeting lies in the fact that the right to attend the General Meeting and exercise all rights belonging to a shareholder at the General Meeting, including voting rights, belongs exclusively to the person recorded as of the Record Date as the owner of a share (shareholder) of the Company in the book-entry securities register maintained by the Central Securities Depository, or to a person authorised to represent such shareholder at the General Meeting. The Company shall procure an extract from this register as of the Record Date.

Shareholder rights in relation to the General Meeting

Registration and representation of shareholders at the General Meeting

A shareholder may attend the General Meeting in person or by proxy. Each shareholder has the right to grant a power of attorney to any natural or legal person to represent the shareholder at the General Meeting and to exercise shareholder rights on the shareholder’s behalf, including voting rights. For this purpose, a power of attorney form for representation at the General Meeting is available at https://uav-stol.com in the Investors / For Investors – Regulatory Announcements section. The power of attorney form is also available in hard copy at the Company’s registered office on business days from 9:00 a.m. to 3:00 p.m. A shareholder has the right to request that the power of attorney form be sent to the shareholder, at the shareholder’s expense and risk, in hard copy or by electronic means to the e-mail address semetkovsky@primoco.com or by post to the address of the Company’s registered office. The granting of a power of attorney for representation at the General Meeting, as well as its revocation by the principal, may also be notified electronically at semetkovsky@primoco.com. The electronic notification must bear a recognised electronic signature based on a qualified certificate issued by an accredited certification service provider (the “recognised electronic signature”).

Registration of shareholders or their representatives on the day of the General Meeting will take place from 9:30 a.m. at the venue of the General Meeting. Upon registration, shareholders who are natural persons shall prove their identity with a valid identity document. A member of the statutory body of a shareholder that is a legal entity shall additionally submit a current extract from the relevant public register or another document proving the member’s authority to act on behalf of the company. A shareholder’s proxy shall prove their identity upon registration and shall also submit a written power of attorney, unless the law provides otherwise. A person registered in the book-entry securities register as an administrator or as a person authorised to exercise rights attached to a share shall not submit a power of attorney. A representative whose right to represent a shareholder at the General Meeting arises from a fact other than a power of attorney must prove such fact upon registration. The power of attorney must be in writing, with an officially certified signature, and it must indicate whether it has been granted for representation at one or more General Meetings. Where the Company has received an electronic notification of the granting of a power of attorney bearing a recognised electronic signature, from which the identity of the signing person can be clearly verified, submission of the written power of attorney upon registration of shareholders or their representatives shall not be required.

Rights connected with participation in the General Meeting

A shareholder is entitled to attend the General Meeting, vote at the General Meeting, request and receive explanations at the General Meeting regarding matters concerning the Company or persons controlled by the Company, provided that such explanation is necessary for the assessment of the content of matters included on the agenda of the General Meeting or for the exercise of shareholder rights at the General Meeting. A shareholder is entitled to submit proposals and counterproposals regarding matters included on the agenda of the General Meeting.

The voting right belonging to a shareholder is determined by the nominal value of the shareholder’s shares, with each CZK 1 of the nominal value of the shares corresponding to one vote. A vote is indivisible. The total number of shares of the Company is 4,708,910, with each share having a nominal value of CZK 1 (nominal value of shares in EUR: 0.036068530207394048692515779981966 EUR). The total number of votes attached to the shares is 4,708,910. Shareholders that are legal entities with their registered office in the Czech Republic, and legal arrangements that are obliged to register their beneficial owner under the Act on the Register of Beneficial Owners, and that do not have any beneficial owner registered as of the date of the General Meeting under the Act on the Register of Beneficial Owners, may not exercise the voting rights attached to their shares at the General Meeting.

A shareholder present at the General Meeting shall vote by raising their hand. Voting by ballot papers shall take place only at the request of a shareholder, if the General Meeting agrees by a simple majority of the votes of the shareholders present. However, even voting by ballot papers shall not be secret. The Company does not allow voting at the General Meeting by correspondence voting or by electronic means.

Voting shall take place in the order: for, against, abstained. Voting shall always take place separately on each individual item of the agenda. The General Meeting shall first vote on the proposal of the Board of Directors or, where applicable, the convener of the General Meeting. If such proposal is not approved, voting shall subsequently take place on counterproposals in the order in which they were raised. Voting shall end at the moment the proposal of the Board of Directors or, where applicable, the convener, or any counterproposal, is approved.

Requests for explanations shall be made by a shareholder present at the General Meeting orally upon invitation by the Chair of the General Meeting or in writing at a designated place. The Chair of the General Meeting is obliged to ensure responses to all requests for explanations regarding matters that are the subject of the General Meeting and that are submitted in accordance with the law and the Articles of Association during the course of the General Meeting. If this is not possible due to the complexity of the explanation, the Company shall provide the explanation to shareholders within 15 days of the date of the General Meeting.

If a shareholder intends to submit a proposal or counterproposal regarding matters on the agenda of the General Meeting, the shareholder shall deliver it to the Company. If the shareholder does so during the General Meeting, the shareholder shall submit it in writing or present it orally before voting on the relevant item of the agenda of the General Meeting begins. The Company’s Board of Directors shall publish without undue delay on the Company’s website all proposals and counterproposals delivered to the Company no later than three days before the General Meeting is held. If proposals and counterproposals are delivered to the Company no later than five days before the General Meeting is held, the Board of Directors shall also publish its opinion on the Company’s website without undue delay. If a proposal or counterproposal contains reasoning, the Board of Directors shall also publish such reasoning. A shareholder also has the right to submit proposals regarding matters that will be included on the agenda of the General Meeting before the notice of the General Meeting is published. The Board of Directors shall publish any proposal delivered to the Company no later than five days before publication of the notice of the General Meeting, together with its opinion, along with this notice on the Company’s website. A proposal or counterproposal and a request for explanation submitted by a shareholder in writing may be presented by the Chair of the General Meeting.

At the request of a shareholder or shareholders of the Company holding shares whose aggregate nominal value amounts to at least 5% of the Company’s registered capital, the Board of Directors shall, provided that each item of the proposal is accompanied by reasoning or a proposed resolution and the request is delivered to the Company no later than 10 days before the record date for participation in the General Meeting, include the matter specified by such shareholder or shareholders on the agenda of the General Meeting. On the basis of a timely delivered request, the Board of Directors shall publish the supplement to the agenda of the General Meeting no later than five days before the record date for participation in the General Meeting in the manner prescribed by law and the Articles of Association for convening the General Meeting.

Documents pursuant to Section 120b(1) of the Capital Market Undertakings Act relating to the General Meeting, i.e. the notice of the General Meeting including proposed resolutions, documents relating to the agenda of the General Meeting (unless otherwise provided by law), the wording of any shareholder proposal or counterproposal, and information on the total number of shares and the total number of votes as of the date of publication of the notice of the General Meeting, may be obtained on the Company’s website at https://uav-stol.com in the Investors / For Investors – Regulatory Announcements section and at the Company’s registered office on business days from 9:00 a.m. to 3:00 p.m.

In Prague, on 17 May 2024

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

Download:

Invitation to the Annual General Meeting

Statement by the Supervisory Board

Power of Attorney