annual report 2004 - Severočeské doly a.s.

explanations are required for an assessment of an item on the agenda of the General Meeting,
and to make proposals and counterproposals at the General Meeting.
a) If a shareholder intends to make counterproposals to proposals at a General Meeting, the
content of which is specified in the invitation to the General Meeting or notification of the General
Meeting, or in cases where a notarial deed must be drawn up on a decision of the General Meeting,
the shareholder is obliged to deliver the written text of his proposal or counterproposal to the company
no later than five working days before the date of the General Meeting. A shareholder has
the same right to demand and receive explanations regarding affairs related to persons
controlled by the company.
b) A shareholder may request the Board of Directors for the issue of a copy of the minutes
of the General Meeting or part thereof at any time during the existence of the company. Copies
are made at the shareholder’s expense.
c) A shareholder may petition a court to declare a resolution of the General Meeting null and void
should it contravene legal regulations, the Memorandum of Association, or the Articles
of Association. If this right is not exercised within three months of the date of the General Meeting
or, if a General Meeting has not been duly convened, within three months of the date the shareholder
could have learnt that the General Meeting had taken place, but no later than one
year, this right shall cease to exist. If the reason for the action is that the General Meeting
did not adopt the claimed resolution or that the content of the claimed resolution does not
correspond to the resolution adopted by the General Meeting, the action may be filed within
three months of the day the petitioner learnt of the claimed resolution but no later than one
year as of the date the General Meeting is held. A statement declaring a decision of the General
Meeting null and void may only be sought in cases specified by law.
5. A shareholder has the preferential right to subscribe to a portion of new company shares underwritten
to increase the registered capital in the scope of his share in the company’s registered
capital, provided that the shares are being subscribed to with monetary contributions. This right
may be restricted or suspended only by a decision of the General Meeting and only provided this
decision is in the important interests of the company.
6. A shareholder or shareholders who hold shares or interim certificates with a value of more than
three per cent of the registered capital (hereinafter referred to as ‘qualified minority’) may request
the Board of Directors for an Extraordinary General Meeting to be convened in order to discuss
proposed affairs. The manner in which such a General Meeting is convened and the coverage
of the costs thereof are regulated by law.
Openness and Transparency of Information
Severočeské doly has been a long-standing advocate of the openness of information in relation to current
and potential investors and in relation to other parties similarly involved with the company.
The company respects the guidelines of the Czech Security Commission regarding the publication of all
material information. The company also consistently ensures that all information requirements under
the regulations of the Prague Stock Exchange, the RM-System, and the Prague Securities Centre are
met. In this respect, all shareholders and potential shareholders, without discrimination, have an overview
of the financial situation, performance, ownership, and management of the company for their investment
decisions.
The trustworthiness and transparency of the financial figures released by the company is
guaranteed by the fact that the company’s financial statements are subjected to an independent audit
by Ernst & Young ČR, s.r.o. The independent auditor, approved by the Supervisory Board, also
examines the Report on Relations between Related Entities and the correctness of the information disclosed
in the Annual Report.
Company Policy in Relation to Involved Parties
The company consistently discharges all its statutory obligations in relation to involved parties, including
employees, creditors, customers, and suppliers. In addition, the company is aware of its broader
duties to the local community and the environment.