Invitation to the ordinary general Meeting ARETE INVEST investiční fond s proměnným základním kapitálem, a.s.

25. May 2018

Statutory manager of the Company

ARETE INVEST investiční fond s proměnným základním kapitálem, a.s.

 

Identification number: 03532534, registered office at náměstí 14. října 642/17, Smíchov, 150 00 Praha 5, registered within the Commercial Register maintained by the Municipal Court in Prague, Section B, file 20183 (hereinafter referred to as „the Company“)

 

convenes

 

general meeting

 

to be held on 28. 6. 2018, from 18:30

at registered office of the Company

náměstí 14. října 642/17, 150 00 Prague 5

 

With the following agenda:

 

  1. Opening

 

  1. Election of the body of General Meeting

                                              

Statement:                               The bodies of the General Meeting (chairman, scrutinizers, minute taker and minute verifier) 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 the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. Approval of ordinary financial statements of the Company for the period from 1. 1. 2017 to 31. 12. 2017

Draft of the resolution:           The General Meeting approves ordinary financial statements of the Company for the period from 1. 1. 2017 to 31. 12. 2017.

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, which were available for the shareholders at the registered office of the Company in accordance with section 436 of the Business Corporations Act and with the article VIII paragraph 4 of the Articles of Association of the Company. The ordinary financial statements have been audited by Deloitte Audit s.r.o., ID: 49620592.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. Approval of ordinary financial statements of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017

Draft of the resolution:           The General Meeting approves ordinary financial statements of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017.

Grounds:                                Approval of ordinary financial statements of the subfund in accordance with the article VI paragraph 23 letter k) of the Articles of Association of the Company fits into the competence of the General Meeting. Statutory manager proposes that the General Meeting approves the ordinary financial statements, which were available for the shareholders at the registered office of the Company in accordance with section 436 of the Business Corporations Act and with the article VIII paragraph 4 of the Articles of Association of the Company. The ordinary financial statements have been audited by Deloitte Audit s.r.o., identification number: 49620592.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. Discussion on the annual report of the Company for the period from 1. 1. 2017 to 31. 12. 2017 and annual report of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017, including the report of the Statutory Manager within the meaning of section 436 paragraph 2 of the Business Corporations Act and report on relations within the meaning of section 82 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. 2017 to 31. 12. 2017 and annual report of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017, including the report of the Statutory Manager within the meaning of section 436 paragraph 2 of the Business Corporations Act and report on relations within the meaning of section 82 of the Business Corporations Act and does not have any objections to its wording.

Grounds:                                Statutory Manager compiled annual report of the Company and annual report of the subfund ARETE INVEST Podfond CEE II, including the report on relations and report regarding business activities of the Company and its state for the period from 1. 1. 2017 to 31. 12. 2017 and for the period from 1. 1. 2017 to 31. 12. 2017 for the subfund. The annual report has been audited with the statement „without reservations“.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. 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 and with the section 456 paragraph 2 of the Business Corporations Act regarding the performance of the Administrative board.

 

  1. Resolution on distribution of financial results of the Company for the period from 1. 1. 2017 to 31. 12. 2017

Draft of the resolution:           The General Meeting decides to distribute the profit for the period from 1. 1. 2017 to 31. 12. 2017 in the amount of 205,000 CZK among the holders of the founders’ shares, which means 1,025CZK per founder’s share. The General Meeting decides to distribute the profit from the account of the undivided profit from previous years in amount of 1,295,000 CZK among the holders of the founders’ shares, which means 6,475 CZK per founder’s share.

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 pay out the financial results for the period from 1. 1. 2017 to 31. 12. 2017 and the profit from the account of the undivided profit from previous years as dividends to the shareholders of the Company.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. Resolution on distribution of financial results of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017

Draft of the resolution:           The General Meeting decides to transfer the financial results of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017 in the amount of 5,450,000 CZK to the account of accumulated profit in full amount. Nor dividends nor any other means of shares on profits shall be distributed from the financial results for the period from 1. 1. 2017 to
31. 12. 2017.

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 financial results for the period from 1. 1. 2017 to 31. 12. 2017 to the account of accumulated profit in full amount and suggests not to pay any dividends for the period from 1. 1. 2017 to 31. 12. 2017.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

  1. Decision on determining the Company's and subfund ARETE INVEST Podfond CEE II’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 Deloitte Audit s.r.o., ID: 49620592, with registered seat at Praha 8 - Karlín, Karolinská 654/2, 18600, registered within the Commercial Register maintained by the Municipal Court in Prague, Section C, file 24349.

Grounds:                                The Company is in accordance with the section 187 of the Act No. 240/2013 on Investment Companies and Investment Funds required to have its financial statements audited. Based on the section 17 of the Act No.  93/2009 on auditors and amendment of certain acts (Act on Auditors) the General Meeting is required to appoint auditor. The Statutory Manager suggests to appoint the same auditor as in the last period, company Deloitte Audit s.r.o., ID: 49620592, with registered seat at Praha 8 - Karlín, Karolinská 654/2, 18600, registered within the Commercial Register maintained by the Municipal Court in Prague, Section C, file 24349.

Voting:                                    In accordance with the Articles of Association of the Company only the holders of the founders’ shares are authorized to vote in this part of the agenda.

 

 

  1. Approval of the Amendment of the Executive Service Agreement of individual statutory body of the Company

Draft of the resolution:           The General Meeting approves the Executive Service Agreement of individual statutory body of the Company in wording as presented by the Statutory Manager AVANT investiční společnost, a.s., registered office Rohanské nábřeží 671/15, Karlín, 186 00 Prague 8, ID 27590241.

Grounds:                                Approval of the Executive Service Agreement of individual statutory body in accordance with the article VIII paragraph 9 of the Articles of Association of the Company fits into the competence of the General Meeting. The draft of the amended version is available at the registered office of the Company.

Voting:                                    In accordance with the Articles of Association of the Company only founders’ shares are authorized to vote in this part of the agenda.

 

  1. 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 (www.arete-invest.eu) and on the internet webpage of the Statutory 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 21. 6. 2018. 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 18;00.

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, the 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. 2017 to 31. 12. 2017
  • Financial statements of the Company for the period from 1. 1. 2017 to 31. 12. 2017
  • Financial statements of the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017
  • Report of the Statutory Manager of the Company and the subfund ARETE INVEST Podfond CEE II for the period from 1. 1. 2017 to 31. 12. 2017.

 

 

 

In Prague on 25. 5. 2018                                      

ARETE INVEST investiční fond s proměnným základním kapitálem, a. s.

Statutory Manager AVANT investiční společnost, a.s.,

represented by: Mgr. Ing. Ondřej Pieran, CFA the Empowered Representative

 

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