INVITATION TO ORDINARY GENERAL MEETING of Primoco UAV SE

The Board of Directors of Primoco UAV SE, with registered office at Výpadová 1563/29f, postcode: 153 00, Prague 5 – Radotín, ID: 037 94 393, registered in the Commercial Register at the Municipal Court in Prague, Section H, File No. 1546 (hereinafter referred to as the “Company”)

announces

the Ordinary General Meeting of the Company,

which will be held on 28 April 2023 at 10 a.m. at the Company’s premises at its registered office, Výpadová 1563/29f, postcode: 153 00, Prague 5 – Radotín.

Agenda of the General Meeting:

  • Registration of attendees and opening of the General Meeting.
  • Qualification of the General Meeting to adopt resolutions.
  • Election of the Chairman of the General Meeting, the Recording Secretary, the Verifier of the Minutes and the Vote Counter.
  • Consideration of the Board of Directors’ report on relationships between related parties for the year 2022.
  • The Supervisory Board’s opinion on the Company’s annual and consolidated financial statements for the financial period from 1 January 2022 to 31 December 2022, on the Management Board’s proposal for the settlement of the Company’s economic result for the financial period from 1 January 2022 to 31 December 2022 and the results of the Supervisory Board’s activities and the Supervisory Board’s report on the results of the review of the Management Board’s report on relations between related parties for 2022.
  • Discussion and approval of the Company’s financial statements for the accounting period from 1 January 2022 to 31 December 2022, audited by the auditor, TPA Audit s.r.o., Antala Staška 2027/79, postcode: 140 00, Prague 4 – Krč, ID: 602 03 480, registered in the Commercial Register at the Municipal Court in Prague, Section C, File No. 25463, Authorization Number 080 KAČR.
  • Discussion and approval of the Company’s financial statements for the accounting period from 1 January 2022 to 31 December 2022, audited by the auditor, TPA Audit s.r.o., Antala Staška 2027/79, postcode: 140 00, Prague 4 – Krč, ID: 602 03 480, registered in the Commercial Register at the Municipal Court in Prague, Section C, File No. 25463, Authorization Number 080 KAČR.
  • Decision on the proposal of the Board of Directors on the allocation of the Company’s economic result for the accounting period from 1 January 2022 to 31 December 2022.
  • To note and consider the Company’s Annual Report for 2022.
  • Appointment of the auditor of the financial statements for the accounting period from 1 January 2023 to 31 December 2023.
  • Approval of the contract for the performance of duties of a member of the Supervisory Board, Ing. Vladan Ševčík.

Draft resolutions:

  • A member of the Board of Directors of the Company shall announce the number of shareholders and votes present at the meeting.
  • A member of the Board of Directors of the Company shall announce whether the General Meeting is qualified to pass a resolution.
  • On the proposal of a member of the Company’s Board of Directors, the General Meeting shall elect the Chairman of the General Meeting, the Recorder, the Verifier of the Minutes and the Vote Counter.

Draft resolution: The General Meeting of the Company elects Mr. Ladislav Semetkovský as Chairman of the General Meeting and at the same time as a verifier of the minutes and Mr. Mgr. Ondřej Mikuláš as the recorder of the General Meeting and further authorises the Chairman of the General Meeting to also carry out the counting of votes.

  • There is no vote on this item.

Justification: The report of the Board of Directors on relations between related parties for the year 2022 is discussed at the General Meeting in accordance with the law.

  • There is no vote on this item.

Justification: The Supervisory Board’s opinion on the ordinary and consolidated financial statements of the Company for the financial period from 1 January 2022 to 31 December 2022, the Management Board’s proposal for the settlement of the Company’s economic result for the financial period from 1 January 2022 to 31 December 2022 and the Supervisory Board’s presentation of the results of the Supervisory Board’s activities and the Supervisory Board’s report on the results of the review of the Management Board’s report on relations between related parties for the year 2022 are discussed at the General Meeting in accordance with the law.

  • Draft resolution: The General Meeting of the Company approves the Company’s financial statements for the accounting period from 1 January 2022 to 31 December 2022, audited by the auditor, TPA Audit s.r.o., Antala Staška 2027/79, postcode: 140 00, Prague 4 – Krč, ID: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 25463, Authorization Number 080 KAČR as submitted by the Board.

Justification: This is a matter within the competence of the General Meeting within the meaning of Section 421(2)(g) of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (Commercial Companies Act) (hereinafter referred to as “CCC”).

  • Draft resolution: The General Meeting of the Company approves the Company’s financial statements for the accounting period from 1 January 2022 to 31 December 2022, audited by the auditor, TPA Audit s.r.o., Antala Staška 2027/79, postcode: 140 00, Prague 4 – Krč, ID: 602 03 480, registered in the Commercial Register maintained by the Municipal Court in Prague, Section C, File No. 25463, Authorization Number 080 KAČR as submitted by the Board.

Justification: This is a matter within the competence of the General Meeting within the meaning of Section 421(2)(g) of the CCC.

  • Draft resolution: The General Meeting of the Company approves the proposal of the Board of Directors to allocate the Company’s economic result, a profit, for the accounting period from 1 January 2022 to 31 December 2022 in the amount of CZK 61,853,102.78 as follows – the profit for the accounting period from 1 January 2022 to 31 December 2022 will be used in its entirety to cover the unpaid loss of previous years.

Justification: This is a matter within the competence of the General Meeting within the meaning of Section 421(2)(h) of the CCC.

  • There is no vote on this item.

Justification: The Annual Report of the Company for the year 2022 is discussed at the Annual General Meeting in accordance with the law.

  • Appointment of the auditor of the financial statements for the accounting period from 1 January 2023 to 31 December 2023.

Draft resolution: The General Meeting of the Company approves the proposal of the Board of Directors to appoint an auditor for the accounting period from 1 January 2023 to 31 December 2023 – TPA Audit s.r.o., with registered office at Antala Staška 2027/79, postcode: 140 00, Prague 4 – Krč, ID: 602 03 480, registered in the Commercial Register at the Municipal Court in Prague, Section C, File No. 25463, Authorization Number 080 KAČR.

  • Approval of the contract for the performance of duties of a member of the Supervisory Board, Ing. Vladan Ševčík.

Draft resolution: The General Meeting of the Company approves the performance of duties agreement to be concluded between the Company and the member of the Supervisory Board, Ing. Vladan Ševčík, in the wording submitted by the Company’s Board of Directors.

Justification: The performance of duties agreement shall be approved in accordance with the provisions of Section 59(2) of CCC.

The decisive date for participation in the General Meeting is 21 April 2023 (the right to participate in the General Meeting and to exercise the rights of a shareholder at the General Meeting, including voting, shall be vested in the person who, as at the decisive date, is listed in the extract from the register of book-entry securities where the Company’s shares are registered, which shall be provided by the Company (unless it is proved that the entry in the register does not correspond to the fact), or a representative of such person).

Primoco UAV 2022 Annual Report
Invitation to the Annual General Meeting
Invitation to the Annual General Meeting CZ
Statement of the Supervisory Board on the annual and consolidated financial statements

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