VÝROČNÍ ZPRÁVA ANNUAL REPORT - Philip Morris

ANNUAL REPORT 2008
Summary explanatory report of Philip Morris ČR a.s.
for the year 2008 pursuant to article 118 par. 3 letters g) to q) of act no. 256/2004 coll., on business activities on the capital market, as amended
The Board of Directors of Philip Morris ČR a.s. (“the Company”) hereby submits the following summary explanatory report to the shareholders pursuant to
Article 118 par. 3 letters g) to q) of Act no. 256/2004 Coll., on business activities on the capital market, as amended:
The equity of Philip Morris ČR a.s. consists of four basic components: the registered capital, share premium and other shareholders’ contributions, retained
earnings and other capital funds.
(in CZK million) 2008 2007
Registered capital 2 745 2 745
Share premium and other shareholders’ contributions 2 356 2 355
Reserves 549 549
Retained earnings 2 597 3 475
Equity 8 247 9 124
The Company’s registered capital of 2 745 386 shares has a nominal value of CZK 1 000 per share, out of which 1 913 698 book-entered registered shares have
been accepted for trading on the Prague Stock Exchange and another 831 688 unregistered ordinary shares certificated have not been accepted for trading on
the Prague Stock Exchange or any other regulated market with its registered office in any EU member state. The Company’s registered capital is fully paid.
All shares issued by Philip Morris ČR a.s. are ordinary shares and have the same rights and bear the same obligations pursuant to the legal regulations of the
Czech Republic.
The transferability of the shares of Philip Morris ČR a.s. is not limited.
The information on significant direct participations in the issuer’s voting rights as at December 31, 2008 is specified in the Notes to the Financial Statements,
point 1.1. Company description and in the Report on Relations between Related Parties, including the share in the issuer’s voting rights.
The structure of indirect participation in the issuer’s voting rights is only known to the Company in the case of the controlling entity, Philip Morris
Holland Holdings B.V.
Funds administered by the company Millgate Capital Inc. have the participation in voting rights of issuer exceeding the level stipulated in Section 181(1) of
the Commercial Code, which in our case is 3% of the registered capital.
As at December 31, 2008 Philip Morris ČR a.s. had not issued any shares with special rights.
The Company is not aware of any restrictions on voting rights attached to the shares that it has issued. One vote is connected to each share.
The Company is not aware of any agreements between shareholders that may result in making the transferability of shares more difficult or the restriction of
voting rights attached to the shares that it has issued.
The Company has no special rules regulating the election and recalling of members of the Board of Directors. The members of the Board of Directors are elected
and recalled by the General Meeting of the Company. The Company has no special rules regulating changes to the Articles of Association of the Company. The
rules for amendment of and changes to the Articles of Association are contained in the Articles of Association of the Company.
The members of the Board of Directors have no special powers.
The Company has not concluded any agreements that will become effective, change or cease to exist in the event of a change of control of the issuer as a result
of a take-over bid.
The Company has not concluded any agreements with the members of the Board of Directors or employees that bind the Company to undertake any
commitments in the event of the termination of their functions or employment in connection with a takeover bid.
The Company has no schemes on the basis of which employees or members of the Board of Directors of the Company are entitled to acquire Company
participation securities, options concerning these securities or any other rights related to these securities under advantageous terms.
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