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For shareholders

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Invitation

The Board of Directors of the company
JLV, a.s., Company ID: 45272298, Chodovská 228/3, 141 00 Prague 4
hereby convenes
in accordance with applicable general binding legal regulations and the company’s Articles of Association
the Annual General Meeting of Shareholders, which will take place on
June 4, 2024, at 8:30 AM at the company's headquarters at the address: Chodovská 228/3, Prague 4.

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Agenda of the General Meeting:

  1. Opening and verification of quorum

  2. Approval of the rules of procedure and voting rules of the general meeting

    • Proposed resolution: The general meeting approves the rules of procedure and voting rules of the general meeting.

    • Justification: Approval of the rules of procedure and voting rules falls within the competence of the general meeting.

  3. Election of the governing bodies of the general meeting

    • Proposed resolution: The general meeting approves the governing bodies of the general meeting.

    • Justification: The approval of the governing bodies of the general meeting falls within the competence of the general meeting in accordance with § 422 of Act No. 90/2012 Coll.

  4. Report of the Board of Directors on business activities and assets for 2023, annual financial statements for 2023, and proposal for the allocation of the financial result for 2023

    • Proposed resolution: The general meeting takes note of the Board of Directors' report on business activities and assets for 2023, the annual financial statements for 2023, and the proposal for the allocation of the financial result for 2023.

    • Justification: The Board of Directors submits to the general meeting the report on business activities and assets, the annual financial statements, and the proposal for the allocation of the financial result, so that the general meeting can subsequently decide on the approval of the presented materials and the allocation of the financial result for 2023.

  5. Report of the Supervisory Board

    • Proposed resolution: The general meeting takes note of the report of the Supervisory Board.

    • Justification: The Supervisory Board submits the report in accordance with Article 36 of the company's Articles of Association.

  6. Approval of the report on business activities and assets for 2023, the annual financial statements, and the decision on the allocation of the financial result for 2023

    • Proposed resolution: The general meeting approves the report of the Board of Directors on business activities and assets for 2023, the annual financial statements for 2023, and the proposal by the Board of Directors for the allocation of the financial result for 2023.

    • Justification: The approval of the report on business activities and assets, the financial statements, and the allocation of the financial result falls within the competence of the general meeting under Articles 18 and 30 of the company's Articles of Association and in accordance with § 421 of Act No. 90/2012 Coll.

  7. Approval of the auditor ETI s.r.o., Company ID: 24793451, with its registered office at Bellevue 3245, Kročehlavy, 27201 Kladno, for the next period

    • Proposed resolution: The general meeting approves the auditor ETI s.r.o. for the year 2024.

    • Justification: The approval of the auditor falls within the competence of the general meeting according to § 17 of Act No. 93/2009 Coll.

  8. Election of members of the Board of Directors and Supervisory Board

    • Proposed resolution: The general meeting elects, with immediate effect, a new member to the company's governing bodies to replace the previous member. Simultaneously, the general meeting approves the contract for the performance of duties of the new member of the governing bodies.

    • Justification: The election of members of the governing bodies falls within the competence of the general meeting according to § 421 paragraph 2 of Act No. 90/2012 Coll. According to § 443 paragraph 2 of Act No. 90/2012 Coll., the position of a member of the Board of Directors expires when a new member is elected.

  9. Decision on the amount of remuneration to be allocated to the company's governing bodies

    • Proposed resolution: The general meeting approves the proposal by the Board of Directors regarding the amount of remuneration to be allocated to the governing bodies of the company – the Board of Directors and the Supervisory Board.

    • Justification: The decision on the amount of remuneration for the governing bodies falls within the competence of the general meeting according to Article 18 of the company's Articles of Association and § 61 of Act No. 90/2012 Coll.

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​10.  Conclusion

 

 

Financial Results for 2023 (in thousands CZK):

  • Total Revenues: 601,352.6

  • Operating Result (after tax): 9,764.4

  • Total Costs: 591,588.2

  • Assets/Liabilities: 467,734.8

Key Dates for the General Meeting:

  • Record Date for Participation in the General Meeting: May 28, 2024.
    Shareholders who are registered in the book-entry securities register as the owners of shares on the record date have the right to attend the General Meeting and exercise shareholder rights.

  • Registration of Shareholders:
    Registration for the General Meeting will begin at 8:00 AM on the day of the meeting.

  • Identification for Registration:

    • Individual Shareholders: Must provide a valid identification card.

    • Corporate Shareholders: Must provide the original or certified copy of the current excerpt from the commercial register, along with an identification card of the individual representing the company at the meeting.

  • Costs:
    Shareholders are responsible for their own costs related to attending the General Meeting.

  • Proxy Representation:
    Shareholders may be represented by a proxy with an officially certified power of attorney granted by the individual shareholder or the statutory representative of the corporate shareholder. The power of attorney must include the full name of the shareholder and the proxy, the shareholder’s personal identification number (for individuals), or the name and ID number (for corporate shareholders).

  • Documents for Voting:
    Documents to be voted on at the General Meeting will be available to shareholders at the company’s headquarters or on the company’s website.

                                                                       Board of Directors of JLV, a.s.

 

All relevant documents and information concerning the Annual General Meeting on June 4, 2024, are available at the company's headquarters.

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Proposals for Resolutions of the General Meeting, including Justifications or Statements by the Board of Directors and the Supervisory Board for the Proposed Items on the Agenda of the General Meeting

Below are the proposed resolutions for individual items on the agenda, their justifications, and further details regarding these items. If the circumstances on which the Board of Directors has based this invitation change, or if new information is received regarding the items on the agenda, the Board may amend the proposed resolutions or present new ones.

 

Item 1 / Opening and Checking the Quorum for the General Meeting

Proposed Resolution:

No proposal is presented for this agenda item.

Justification:

This is an organizational item leading to the opening of the general meeting. The general meeting is capable of making decisions if shareholders holding shares with a nominal value exceeding 45% of the share capital are present.

 

Item 2 / Approval of the Rules of Procedure and Voting Rules for the General Meeting

Proposed Resolution:

The general meeting approves the rules of procedure and voting rules for the general meeting.

Justification:

The approval of the rules of procedure and voting rules falls within the competence of the general meeting.

 

Item 3 / Election of the General Meeting Bodies

Proposed Resolution:

The general meeting elects:

  • As the chairman of the general meeting: Ing. Jaromíra Bogiš, CSc.

  • As the minute-taker: Ing. Karolína Slezáková

  • As the verifiers of the minutes: Ing. Petra Vozanka, Bc. Vladana Horák

  • As the persons responsible for counting the votes: Vlasta Šustrová, Adéla Tichá

 

Justification:

The bodies of the general meeting are elected in accordance with the provisions of Section 422 of Act No. 90/2012 Coll., on Business Corporations, as amended (hereinafter referred to as "ZOK"). Given the current presence of individuals proposed for election to the bodies of the general meeting, the board reserves the right to present amended resolutions to the general meeting regarding the election of the bodies of the general meeting.

 

Item 4/ Report of the Board of Directors on Business Activities and the State of Assets for 2023, Annual Financial Statement for 2023, and Proposal for the Settlement of the Financial Result

 

Proposal for the Settlement of the Financial Result for 2023

Based on the financial results and the state of assets presented in the financial statement for 2023, and after assessing the overall financial situation of the joint-stock company, the Board of Directors submits to the General Meeting the following proposal for the settlement of the financial result of the joint-stock company JLV.

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Financial Result After Tax: 9,764,414.66 CZK

Allocations to Funds: 1,638,220.73 CZK

  • Allocation to the Reserve Fund: 488,220.73 CZK

  • Allocation to the Social Fund: 1,150,000 CZK

Special Capital Fund (Investment): 0.00 CZK
Transfer to Retained Earnings Account (Accumulated Profits from Previous Years): 235,073.93 CZK
Dividends (40 CZK/share): 7,891,120.00 CZK
Royalties: 0.00 CZK

Retained Earnings: 0.00 CZK

Note
The General Meeting of Shareholders will decide on the use of the Retained Earnings account from previous years.

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Reserve Fund

  1. The Reserve Fund is supplemented annually from the profit remaining after taxes and deductions, at least by 5%, until the Reserve Fund reaches 20% of the company's share capital.

  2. The Reserve Fund is used to cover extraordinary and unforeseen needs of the company, especially to cover unexpected losses, pay creditors, etc.

  3. The use of the Reserve Fund is decided by the Board of Directors.

Method of Dividend Payment for the Year 2023

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According to Section 349 of the Commercial Corporations Act, dividends can only be paid out in a non-cash form, specifically by transferring to the shareholder's account at a financial institution based on a written application for the dividend.

The written application for the dividend must include: the name and surname of an individual or the name (business name) of a legal entity, the address of residence or the registered office of the legal entity, including the postal code, bank details (account number), including the relevant payment symbols, personal identification number or company identification number (IČO), the number of shares, the date, and an officially verified signature. For legal entities, the application must include an officially verified signature of the statutory body and a copy of the entry in the commercial register, not older than 3 months. If the application is submitted via a data box, the shareholder—individual—must send the necessary documents for the dividend payout through their individual data box. The request must be signed with a qualified electronic signature. For shareholders that are legal entities, the request must be sent from the legal entity's data box and signed with a qualified electronic signature of the person authorized to represent the legal entity, as indicated in the commercial register. The dividend is payable within 30 calendar days from the date of receipt of the valid written dividend application.

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Proposed Resolution:

No resolution is proposed for this item on the agenda.

Justification:

The Board of Directors presents the report on the company's business activities and the state of assets for 2023, the annual financial statement for 2023, and the proposal for the allocation of the financial result for the year 2023.

 

Item 5/ Report of the Supervisory Board

Proposal for a resolution:

No proposal is submitted for this item of the agenda.

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Justification:

In accordance with the provisions of Section 447(3) of the Czech Business Corporations Act (ZOK) and Section 449(1) of ZOK, the authorized member of the Supervisory Board informs the General Meeting about the activities of the Supervisory Board and also about the results of the review of the annual financial statements for the year 2023 and the Board of Directors' proposal for the settlement of the company's financial results for 2023. The authorized member of the Supervisory Board will also inform the General Meeting about other reports and information required by legal regulations or the company's articles of association.

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Point 6/ Approval of the Report on Business Activities and Asset Status for the Year 2023, Annual Financial Statements for 2023, and Proposal for the Settlement of the Profit

Proposal for Resolution:

The General Meeting approves the Report of the Board of Directors on Business Activities and Asset Status for the Year 2023, the Annual Financial Statements for 2023, and the Proposal for the Settlement of the Profit for 2023, as presented by the Board of Directors.

Justification:

The Board of Directors submits the financial statements for the year 2023 to the General Meeting for approval.

The decision regarding the use of the Retained Earnings account is made by the General Meeting of shareholders. The reserve fund is replenished annually from the profit remaining after deductions and taxes, in an amount of at least 5%, until the reserve fund reaches 20% of the registered capital. The reserve fund is used to cover extraordinary and unforeseen needs of the company, particularly to cover unexpected losses, pay creditors, etc.

 

Point 7/ Approval of the Auditor ETI s.r.o., Company ID: 24793451

Proposal for Resolution:

The General Meeting approves the company ETI s.r.o., Company ID: 24793451, with its registered office at Bellevue 3245, Kročehlavy, Postal Code 272 01 Kladno, as the auditor. The auditor's registration number in the list of audit firms is 514. The General Meeting also instructs the Board of Directors to enter into an audit agreement for the year 2024 with the auditor.

Justification:

The auditor is approved by the General Meeting in accordance with Section 17 of Act No. 93/2009 Coll. The contract is concluded for one accounting period. The company was chosen due to its experience in the transportation and services sector, long-term presence in the market, and favorable pricing offer.

Point 8/ Removal and Election of Members of the Board of Directors and Supervisory Board

Proposal for Resolution:

The General Meeting elects a new member of the Board of Directors, effective immediately, to replace the previous member of the Board of Directors.

Justification:

The election of members of the company's bodies falls under the authority of the General Meeting according to Section 421 (2) of Act No. 90/2012 Coll. According to Section 443 (2) of Act No. 90/2012 Coll., the position of a member of the Board of Directors ceases if a new member is elected in their place.

 

Point 9/ Decision on the Amount of Remuneration for the Company's Bodies

Proposal for Resolution:

The General Meeting approves the proposal by the Board of Directors regarding the amount of remuneration to be allocated to the company's bodies – the Board of Directors and the Supervisory Board.

No other remuneration or benefits outside those specified in the Service Contract may be provided to members of the Board of Directors or Supervisory Board without the decision and, in particular, the consent of the General Meeting of shareholders!

Justification:

The decision on the amount of remuneration for the company's bodies falls under the authority of the General Meeting in accordance with Article 18 of the company's Articles of Association and Section 61 of Act No. 90/2012 Coll.

 

Point 10/ Conclusion

Summary of the voting during the ordinary General Meeting of Shareholders and its conclusion.

 

The Board of Directors of JLV, a.s.

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ZPRÁVA PŘEDSTAVENSTVA (pdf)

 

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