Glossary of terms

Basic tasks of the regular General Meetings, (annual):

• To decide on an annual financial statement, how to deal with profit or to deal with loss
• Assesses the work of the bodies, grants discharge (see below)
• Discusses the Annual Report on activities of the JSC and the state of its assets

Other general meetings are called extraordinary (convened by the minority shareholder, the board of directors - JSC reports a loss of 1/2 of the basic capital or is in bankruptcy, the Supervisory Board – required by the interests of the JSC).

In one-person JSC the General Meeting does not take place, the competence is exercised by 1 shareholder.

• Deciding on changes in the amount of registered capital or on the admission of a non-monetary contribution or on the possibility of offsetting a monetary claim against a claim to fulfill the deposit obligation
• Granting consent to increase the registered capital by taking deposit other than by shareholders in proportion to their shares
• Approval of the transfer or suspension of a business establishment or part thereof
• Approval of company transformation
• Approval of financial statements, distribution of profit or other own resources and settlement of losses
• Deciding to appoint an auditor
• Deciding to take over the effects of actions taken on behalf of a company before its formation
• Deciding on the handling of the share premium
• Deciding to change the type of equity certificate
• Deciding on the transfer of the released interest
• Grant of consent to share distribution (§ 43 par. 2 and 3 BCA)
• Election and dismissal of the executive or a member of the Supervisory Board, if established
• Appointment of Audit Committee members
• Approval of the contract on performance of office (§ 59 par. 2 BCA)
• Deciding on the suspension of the office of a member of the body or a proxy holder who declares a conflict of interest (Section 54 par 4 BCA)
• Decision on prohibition of the contract according to the provisions of § 55 and 56 of the BCA
• Approval of an agreement on the settlement of damage incurred by a business corporation by breach of due diligence
• Approval of the silent partnership agreement
• Approval of financial assistance
• Deciding on the exclusion of a shareholder in case of failure to meet the deposit or additional payment obligation
• Procedural decision-making in connection with the General Meeting
• Approval of the granting and revocation of the procuration, unless otherwise specified in the memorandum of association
• Giving consent to transfer of interest to a person other than a shareholder or to cease interest in that person, unless otherwise specified in the memorandum of association
• Decisions on the method of profit sharing, unless otherwise stipulated in the memorandum of association