Invitation to OGM of fund AVANT Private Equity investiční fond s proměnným základním kapitálem, a.s.

28. April 2017

 Statutory manager of the Company

AVANT Private Equity investiční fond s proměnným základním kapitálem, a.s.

 

Identification number: 04353447, registered office at Rohanské nábřeží 671/15, Karlín, 186 00 Praha 8, registered within the Commercial Register maintained by the Municipal Court in Prague, Section B, file 20905 (hereinafter referred to as „the Company“)

 

convenes

 

ordinary general meeting

 

to be held on 30.5.2017, from 12.30 p.m.

at registered offices of the Company

Rohanské nábřeží 671/15, Karlín, 186 00 Praha 8

 

With the following agenda:

 

1.              Opening

 

2.              Election of the body of General Meeting

Draft of the resolution:     The General Meeting shall appoint its chairman, minute taker, minute verifier and scrutinizer.

Grounds:                              The body of the General Meeting shall be elected in accordance with section 422 Act. No. 90/2012 Coll. on Commercial Companies and Cooperatives (hereinafter referred to as „Business Corporations Act“).

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

3.              Approval of ordinary financial statements of the Company for the period from 1.1.2016 to 31.12.2016

Draft of the resolution:     The General Meeting approves ordinary financial statements of the Company for the period from 1.1.2016 to 31.12.2016.

Grounds:                              Approval of ordinary financial statements in accordance with section 422 paragraph 1 letter g) of the Business Corporations Act fits into the competence of the General Meeting. Statutory manager proposes that the General Meeting approves the ordinary financial statements. The ordinary financial statements have been audited.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

4.              Discussion of the annual report of the Company for the period from 1.1.2016 to 31.12.2016, including the report of the Statutory Manager within the meaning of section 436 of the Business Corporations Act and report on relations within the meaning of section 82 et. seq. of the Business Corporations Act.

Draft of the resolution:     The General Meeting has discussed the annual report of the Company for the period from 1.1.2016 to 31.12.2016, including the report of the Statutory Manager within the meaning of section 436 of the Business Corporations Act and report on relations within the meaning of section 82 et. seq. of the Business Corporations Act and does not have any objections to its wording.

Grounds:                              Statutory Manager compiled annual report including the report on relations and report regarding business activities of the Company and its state for the period from 1.1.2016 to 31.12.2016.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

5.              Overview of the results of Administrative board

Draft of the resolution:     No resolution

Grounds:                              Authorized member of the Administrative board shall acquaint the General Meeting in accordance with the section 449 of the Business Corporations Act regarding the performance of the Administrative board.

 

6.              Resolution on distribution of financial results of the Company for the period from 1.1.2016 to 31.12.2016

Draft of the resolution:     The General Meeting decides to transfer the profit of the Company for the period from 1.1.2016 to 31.12.2016 first to compensate in full loss of previous year, then the rest to the account of accumulated profit. Nor dividends nor any other means of shares on profits shall be distributed from the financial results for the period from 1.1.2016 to 31.12.2016.

Grounds:                              Decision about profit distribution in accordance with section 421 paragraph 1 letter h) of the Business Corporations Act fits into the competence of the General Meeting. The Statutory Manager suggests to transfer the profit for the period from 1.1.2016 to 31.12.2016 to the account of accumulated loss of the Company in full amount and suggests not to pay any dividends for the period from 1.1.2016 to 31.12.2016.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

7.              Decision on determining the Company's auditor for the following year in accordance with section 17 of the Act no. 93/2009 Coll., Act on Auditors

Draft of the resolution:     The General Meeting appoints in accordance with the section 17 of the Act on Auditors for the next accounting period company APOGEO Audit, s.r.o., ID: 27197310, with registered seat at Rohanské nábřeží 671/15, Karlín, 186 00 Praha 8, registered within the Commercial Register maintained by the Municipal Court in Prague, Section C, file 103716.

Grounds:                              The Company is in accordance with the section 17 of the Act on Auditors. required to have its financial statements audited. Based on the same section of the Act the General Meeting is required to appoint auditor. The Statutory Manager suggests to appoint the same auditor as in the last period, company APOGEO Audit, s.r.o., ID: 27197310, with registered seat at Rohanské nábřeží 671/15, Karlín, 186 00 Praha 8, registered within the Commercial Register maintained by the Municipal Court in Prague, Section C, file 103716.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

 

8.              Amendment of the Articles of Association

Draft of the resolution:     The General Meeting decides to amend the Articles of Association in wording as presented by the Statutory Manager.

Grounds:                              The decision to amend of the Articles of Association in accordance with the section 421 paragraph 1 letter a) of the Business Corporations Act fits into competence of the General Meeting. Due to changes in legislation and mandatory separation of investment assets from other assets the Statutory Manager suggests to amend the Articles of Association of the Company. The draft of the amended version is available at the seat of the Company. Every shareholder has a right to get familiar with the amended version within the period from the day of this invitation to the day of the ordinary General Meeting in accordance with the section 408 paragraph 2 of the Business Corporations Act.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

9.              Amendment of the Statutory Manager Management Agreement

Draft of the resolution:     The General Meeting decides to amend the Statutory Manager Management Agreement in wording as presented by the Statutory Manager.

Grounds:                              The decision to approve amendment to the Agreement is solely within the power of the General Meeting in accordance with the section 154 paragraph 4 of the Act. No 230/2013 Coll.

Voting:                                  In accordance with the articles of association of the Company only founder’s shares are authorized to vote in this part of the agenda.

 

10.           Conclusion

The Statutory Manager of the Company publishes this invitation to the Ordinary General Meeting in accordance with the section 406 of the Business Corporations Act on the internet webpage of the Company’s Manager -  AVANT investiční společnost, a.s. (www.avantfunds.cz) and concurrently sends this invitation to the address stated in the official register of shareholders.

 

The effective date for being able to participate in the General Meeting as a shareholder owning the shares of the Company is 23.5.2017. The meaning of effective date means that only a person listed as a shareholder in the official shareholder register, or the representative of such shareholder have the right to attend the General Meeting and the rights entitled to a shareholder.

 

Registration of shareholders will take place at a venue at 12.00 pm.

At the registration a shareholder (natural person) shall identify with an identity card and person entitled to act on behalf of a shareholder (legal person) shall demonstrate this fact with the excerpt from commercial register (certificate of incorporation) and identify with identity card. Representatives of shareholders shall identify with the identity card as well and prove their representation of shareholder with power of attorney specifying the range of empowerment and with notarized signature of a shareholder.

 

In accordance with the Articles of Association of the Company voting right is connected only with founder’s shares. Every founder’s share represents one vote during voting at General Meeting. With investment share the voting right is connected only in the situation when there is required separate voting by types of shares in accordance with the section 417 of the Business Corporations Act.

 

In case a shareholder wishes to propose a counterproposal to the proposal that is specified in this invitation to the General Meeting, shareholder is hereto obliged to deliver its written wording to the Company in a timely manner before the Ordinary General Meeting takes place. The Statutory Manager shall publish this counterproposal in accordance with section 407 paragraph 2 of the Business Corporations Act on internet website of the Fund’s Manager, AVANT investiční společnost, a.s. without undue delay after the receipt.

 

The invitation to this General Meeting has been created in Czech and English version, whereas wording of the Czech version is decisive in case of any potential disputes regarding the agenda, drafts of resolutions or any other acts of the General Meeting.

 

The Company in accordance with sections 84 and 436 of the Business Corporations Act publishes on the internet website of the Fund’s Manager, company AVANT investiční společnost, a.s. following documents:

-          Report on relations for the period from 1.1.2016 to 31.12.2016

-          Financial statements of the Company for the period from 1.1.2016 to 31.12.2016

-          Report of the Statutory Manager of the Company for the period from 1.1.2016 to 31.12.2016

 

 

 

In Prague on 28.4.2017                                    ___________________________________________

AVANT Private Equity investiční fond s proměnným základním kapitálem, a. s.

Statutory Manager AVANT investiční společnost, a.s.,

represented by: Mgr. Ing. Ondřejem Pieranem, the Empowered Representative

 

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