Telefonica Czech Republic, A.S. Result of AGM (9356C)
April 22 2013 - 11:19AM
UK Regulatory
TIDMTECZ TIDMTDE
RNS Number : 9356C
Telefonica Czech Republic, A.S.
22 April 2013
Results of the Annual General Meeting
April 22, 2013
-- Approval of the unconsolidated and consolidated 2012 financial statements
-- Resolution on distribution of the company's profit and a portion of the share premium
-- Reduction of the registered capital by cancellation of company's own shares
-- Amendment to the Articles of Association, election of
Supervisory Board and Audit Committee members.
The Annual General Meeting of Telefónica Czech Republic, a.s.,
was held on 22 April 2013 in Prague. It was attended by
shareholders who together hold 82.3 % of shares, which means that
it had a quorum.
The supreme body of the company approved the unconsolidated and
the consolidated financial statements of the company for the year
2012 prepared under the International Financial Reporting Standards
(IFRS). Both sets of financial statements were recommended for
approval by the Board of Directors of the company, reviewed by the
Supervisory Board and audited by the audit firm Ernst & Young,
which gave both sets of financial statements its unqualified
opinion. As per the 2012 financial statements, the company posted
net consolidated profit of CZK 6,776 million, and net
unconsolidated profit of CZK 5,925 million.
Upon the Board of Directors' proposal, the company's General
Meeting decided by resolution on the distribution of the company's
2012 profit and a part of retained profits in the amount of CZK
6,442 million in the dividend. A dividend of CZK 20 before tax will
be paid to each share with a nominal value of CZK 87 and dividend
of CZK 200 before tax to the share with a nominal value of CZK 870.
In addition, the General Meeting approved distribution of a portion
of the company's share premium by the total amount of up to CZK
3,221 million. An amount of CZK 10 before tax shall be paid to each
share with the nominal value of CZK 87 and an amount of CZK 100
before tax shall be paid to the share with the nominal value of CZK
870. In total, CZK 30 per share will be paid out to the
shareholders. The conclusive day for dividend and the amount
corresponding to the distribution of share premium, the payout of
which shall be carried out by Česká spořitelna, shall be on 14
October 2013. Both amounts shall be payable on 11 November
2013.
David Melcon, 1(st) Vice-chairman of the Board of Directors and
Director, Finance Division, Telefónica Czech Republic, a.s.
explains that: "The proposal was based on a detailed analysis
carried out by the Board of Directors evaluating company's results
from previous years, the current balance sheet and estimated future
results, including investment plans and cash flow generation
outlook."
Upon the Board of Directors' proposal, the General Meeting
approved the reduction of the registered capital by cancellation of
2% of own shares, which the company acquired in 2012 in the course
of the share buy-back. Company's registered capital will be reduced
by the total amount of CZK 560 million. The total purchase price
amount, for which the company acquired the cancelled shares,
amounted to CZK 2,483 million. The share premium shall be reduced
by CZK 1,922 million, which represents the difference between the
purchase price and the nominal value of the cancelled shares. Given
that the cancelled shares are company's own shares, the amount
corresponding to the capital reduction will not be paid to
shareholders or transferred to another equity account, but it will
reduce the balance of registered capital.
The General Meeting also approved an amendment to the company's
Articles of Association in the wording proposed by the Board of
Directors. One of the essential changes is the expansion of the
company's registered business to include the consumer credit
providing and mediation. Further changes were made to the amounts
of members of statutory bodies and they are to take effect on 30
June 2013. These changes relate to the Supervisory Board, which is
to have 9 instead of the existing 12 members and to the Nomination
and Remuneration Committee, which is to have 3 instead of the
existing 5 members. The General Meeting also approved an amendment
to the rules for provision of non-claim perquisites to members of
the Supervisory Board and the Audit Committee.
The General Meeting confirmed by election Messrs Jesús Pérez de
Uriguen and Antonio Manuel Ledesma Santiago in their offices of
Supervisory Board members. In addition, Mr. Francisco de Borja de
Nicolás Benito was elected a member of the Supervisory Board.
Messrs Jesús Pérez de Uriguen and Antonio Manuel Ledesma Santiago
were elected members of the Audit Committee. Messrs Francisco de
Borja de Nicolás Benito, Lubomír Vinduška and Ivan Varela Sanchez
were elected substitute members of the Audit Committee.
Acting on recommendation of the Audit Committee, the General
Meeting appointed the audit firm Ernst & Young Audit, s.r.o.,
as the company's statutory auditor for 2013.
Contacts
Investor Relations
Telefónica Czech Republic,
a.s.
investor.relations@o2.com
t +420 271462076
About Telefónica Czech Republic
Telefónica Czech Republic is a major integrated operator in the
Czech Republic. It is now operating almost eight million lines,
both fixed and mobile, making it one of the world's leading
providers of fully converged services. The organization offers the
most comprehensive portfolio of voice and data services in this
country. It is paying special attention to the exploitation of the
growth potential, particularly in the data and Internet sector.
Telefónica Czech Republic operates the largest fixed and mobile
network including a 3rd generation network, CDMA (for data), and
UMTS, enabling voice, data and video transmission. Telefónica Czech
Republic launched a LTE (Long Term Evolution) 4rd generation mobile
communication network as the first operator in the Czech Republic.
The new network offers the fastest available mobile Internet
nowadays. Telefónica Czech Republic is also a notable provider of
ICT services.
About Telefónica
Telefónica is one of the world's largest telecommunications
operators by market capitalisation. Its activities are centred
mainly on the fixed and mobile telephony businesses, while its
broadband business is the key growth driver underpinning both. It
operates in 25 countries and has a global customer base of 312
million. Telefónica's growth strategy is focused on the markets in
which it has a strong foothold: Spain, Europe and Latin America.
Telefónica is a 100% private sector company with its shares listed
in Madrid and other stock exchanges and more than 1.5 million
individual shareholders.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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