Articles of Association – 9 February 2015
ARTICLES OF ASSOCIATION
of
SLOVAK TELEKOM, A.S., A JOINT STOCK COMPANY
Preamble
Slovak Telekom, a.s. is a private joint-stock company established under the Slovak legislation,
conducting business especially in the area of electronic communication network and electronic
communication service.
Article 1
BUSINESS NAME AND REGISTERED SEAT OF THE COMPANY
1.
The business name of the Company is Slovak Telekom, a.s.
2.
The registered seat of the Company is Bajkalská 28, 817 62 Bratislava.
Article 2
SCOPE OF BUSINESS
The scope of business of the Company is the following:
a)
providing electronic communication networks which are functionally interconnected set
of transmission systems and, where applicable, switching and routing facilities including
network elements that are not active, which enable transmission of signals by wire, by
radio, by optical or by other electromagnetic facilities including satellite networks,
circuit- and packet-switched fixed networks including internet and mobile terrestrial
networks, power distribution networks to the extent in which they are used for
transmission of signals, networks for radio and television broadcasting, and cable
distribution systems, regardless the type of information transmitted;
b)
providing electronic communication services which are services usually provided for a
payment and which consist wholly or mainly in the conveyance of signals in networks,
including telecommunication services and transmission services in the networks used
for radio and television broadcasting;
c)
setting up, operation, construction, maintenance, and servicing, within the contracted
scope of the telecommunication equipment, networks and information technologies
owned by other entities;
d)
planning and prognosis of network optimization;
e)
manufacturing, installation and repairs of electric machinery and devices;
f)
assembly and repairs of office and copying technology;
g)
construction of infrastructure facilities - construction of telecommunication lines and
facilities (interior and exterior telecommunication equipment, distribution systems in
buildings, exterior line constructions);
h)
purchase and sale of goods within the scope of a free trade license (retail, wholesale);
i)
assembly and repairs of telecommunication equipment;
j)
conduct of advertising, promotional and acquisition activities;
k)
services of public couriers and messengers;
l)
financial and operational leasing;
m)
performance of construction supervision activities;
n)
book keeping;
o)
storage – excluding operation of public storage facilities;
p)
packing service and handling of goods;
q)
road freight service by vehicles (trucks) with overall weight of up to 3.5 tons including
trailers;
r)
business, organisation and economy consultancy
s)
market survey;
t)
organisation of educational and sporting events;
u)
administrative works;
v)
security and technical services;
w)
development of IT systems;
x)
provision of the public electronic communication service by means of retransmission of
radio and TV programmes using the public electronic communication network;
y)
providing of credits and loans from own equity in a non-banking manner;
z)
factoring and forfeiting;
aa)
assembly and repairs of computing technology within safe voltage limits;
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bb)
television broadcasting;
cc)
accommodation services without providing of catering;
dd)
services related to film or video production;
ee)
conditioned access to protected television and/or radio programmes and
supplementary services in DVB-S system;
ff)
advisory in the area of a public mobile cellular radiophone network;
gg)
advisory in the area of a public packet data network;
hh)
publishing activities;
ii)
establishment and operation of mobile electronic communication networks on
frequencies assigned under the license of the Telecommunication Office of the SR;
jj)
provision of a mobile telephone service via mobile electronic communication networks
stated in the foregoing Section;
kk)
establishment and operation of a public packet switching data network;
ll)
provision of a public data service via electronic communication networks;
mm)
organization and implementation of knowledge competitions;
nn)
intermediary activity in the area of trade, services, and production;
oo)
lease of movables – leasing;
pp)
lease than basic lease-related services; of real property and non-residential premises
with the provision of services other
qq)
intermediation of purchase, sale, and lease of real property;
rr)
establishment and operation of a public mobile telecommunication network on
frequencies assigned under the License of the Telecommunication Office of the Slovak
Republic, which is designated as the third generation network and complies with the
UMTS standards;
ss)
establishment and operation of a fixed telecommunication network for the purpose of an
interconnection or connection of equipments of the third generation mobile network;
tt)
provision of a public mobile telephone service and full scope of data and multimedia
services via the third generation mobile network;
uu)
information company services;
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vv)
retransmission;
ww)
printing activity;
xx)
performing of calibration activities except for certification of specified products;
yy)
computer services;
zz)
services related to computer data processing;
aaa)
performing services of Data centre;
bbb)
performing services of managed hosting ICT services;
ccc)
providing of customer loans;
ddd)
supply of electricity;
eee)
supply of gas;
fff)
advisory activity in the energy sector;
ggg)
provision of payment services in a scope limited exclusively to payment transactions
pursuant to Article 2(1)(f) of the Act on payment services under the conditions referred to
in Article 79a of the Act on payment services;
hhh)
activity of subordinate financial agent for the insurance or reinsurance sector;
iii)
installation and repair of electronic equipment within safe voltage limits.
Article 3
DURATION
The Company is founded for an indefinite period of time.
Article 4
REGISTERED CAPITAL OF THE COMPANY
The registered capital of the Company is EUR 864,113,000.00 (in words: eight hundred sixty four million
one hundred thirteen thousand Euro).
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Article 5
SHARES
1.
The registered capital of the Company is divided into 86,411,300 registered book-entered stock
shares each having nominal value of EUR 10.00 (in words: ten Euro zero cents). The
transferability of the shares shall not be restricted.
2.
A share shall represent the rights of a shareholder, as a partner, to participate, in line with
the legislation and the Articles of Association of the Company, in the Company's managing,
profit, and liquidation balance upon the winding-up of the Company with liquidation,
whereas the rights are related to the share as a security. The shares are issued as bookentered shares. The shares are not publicly tradable.
3.
The Company may issue a global share certificate substituting a number of issued shares. The
Company shall be obliged to issue individual book-entered shares to the holder of a global share
certificate no later than 30 days after receipt of a written request from the holder of a global share
certificate. If the shareholder demands the issuance of global share certificates in substitution for
individual shares, the Company is obliged to issue such global share certificates to the
shareholder.
4.
In case of a failure to pay the nominal value of subscribed shares or any part thereof, the
subscriber shall pay default interest of 20% per annum on such outstanding nominal value. In
the event that the subscriber fails to settle the due part of the nominal value of subscribed shares
within 60 days after a request from the Board of Directors, the Board of Directors may request
that the interim certificate be returned, or may inform the subscriber that this interim certificate
has been declared null and void and issue a substitute interim certificate to a new subscriber
under the conditions applicable to the issue of the invalidated interim certificate. The amount
collected as the result of issuing a substitute interim certificate shall be used to return to the
original subscriber the amount he originally paid, reduced by claims of the Company arising from
violation of the obligations of the subscriber.
Article 6
CORPORATE BODIES
The Company shall have the following corporate bodies:
a)
General Meeting;
b)
Board of Directors; and
c)
Supervisory Board.
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Article 7
GENERAL MEETING
1.
The General Meeting is the supreme body of the Company.
2.
The powers of General Meeting shall include the following:
a)
amendments to the Articles of Association unless otherwise provided for by the law;
b)
decisions to increase the registered capital, decisions on authorising the Board of
Directors for increasing the registered capital
c)
decisions to decrease the registered capital;
d)
decisions regarding the issuance of:
I.
bonds to which the right to conversion into shares of the Company or the
pre-emptive right to the subscription of shares of the Company is not
attached; and
II.
bonds to which the right to conversion into shares of the Company (convertible
bonds) or the pre-emptive right to the subscription of shares of the Company
(preference bonds) is attached;
e)
decisions regarding the transformation of certificated shares to book-entry shares and
vice versa;
f)
election and recall of members of the Board of Directors and Supervisory Board, save for
those members of the Supervisory Board who are elected by the employees of the
Company;
g)
approval of the annual report on the performance and business activities of the
Company;
h)
approval of the annual individual and consolidated financial statements and
extraordinary individual and consolidated financial statements;
i)
approval of profit distributions, dividends and royalties;
j)
approval of loss coverage;
k)
approval of the use of the reserve fund;
l)
approval of rules for remuneration of the members of corporate bodies
m)
decisions regarding issues connected with the fulfilment of tasks relating to the defence,
protection and security of the state in compliance with relevant legal regulations;
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n)
decisions regarding disposal of the retransmission station buildings in Banská Bystrica II
and Prešov III;
o)
consents to the listing of shares on a stock exchange;
p)
decisions on winding-up the Company with liquidation, on merger of the Company with
another company or on division of the Company, decisions on the change of legal form
of the company
q)
decisions on the appointment of a trustee;
r)
decisions regarding other matters entrusted to the competence of the General Meeting
by these Articles of Association and by legal regulations.
s)
Decision on termination of shares trading at the stock exchange
t)
Decisions on changing the form of the company to a form different than a private jointstock company
u)
decision-making on approval of agreement on transfer of the undertaking or agreement
on transfer of part of the undertaking;
v)
approval of the auditor to verify the financial statements;
w)
decision on other matters falling within the scope of competence of the General
Meeting, under the law;
3.
If a shareholder exercises its rights by proxy, the original or a copy of the original power of
attorney verified by a notary shall be handed over to the reporter for registration purposes before
the General Meeting. A member of the Supervisory Board cannot act as a proxy of one of the
shareholders, unless otherwise set by the Commercial Code. Should more than one shareholder
grant a power of attorney to the same proxy, he/she may vote on behalf of each shareholder
independently.
4.
The General Meeting shall be held at least once a year and shall be convened by the Board of
Directors within a period of four months following the end of the previous fiscal period.
5.
The General Meeting constitutes a quorum, if shareholders holding shares with a nominal value
representing in total more than 76% of the registered capital of the Company are present. If the
General Meeting fails to constitute a quorum after 90 minutes from the time stated in the
invitation for the General Meeting, the Board of Directors shall convene a follow-up General
Meeting. The following General Meeting shall be convened within 3 business days with an
unchanged agenda, while the General Meeting must be held at least 30 days after the sending of
the invitation to the shareholders. The follow-up General Meeting constitutes a quorum if
shareholders holding shares with a nominal value representing in total more than 45% of the
registered capital of the Company are present.
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6.
The Board of Directors shall convene an Extraordinary General Meeting particularly when:
a)
a resolution to this extent was passed by the previous General Meeting, while on the
amendment to the approved agenda can be decided provided all shareholders take
part and approve it;
b)
the Company has lost 1/3 of its registered capital or if such a loss can be reasonably
expected;
c)
the Company has been insolvent for more than three calendar months;
d)
the shareholder holding shares with a nominal value representing at least 5% of the
registered capital of the Company has asked for convening of such a meeting in writing,
stating the reasons. At the same time, the shareholder shall be obliged to prove that it
holds the shares for at least three months before the lapse of the 40-days period for
convening the Extraordinary General Meeting, which starts on the day when its request
was delivered.
7.
An Extraordinary General Meeting shall be convened by the Supervisory Board when any of the
circumstances set forth in Article 9.1 have occurred.
8.
The Board of Directors shall convene a regular General Meeting by distributing a written
invitation to the shareholders no later than 30 days prior to the General Meeting. The invitation to
the General Meeting shall contain at least the following information:
a)
the business name and registered seat of the Company;
b)
the place, date and time of the General Meeting;
c)
the identification of whether the General Meeting is ordinary or extraordinary;
d)
the agenda of the General Meeting; and
e)
the reference date for the exercise of the right to attend the General Meeting.
The reference date for the exercise of the right of a shareholder to attend a General Meeting, as
well as other rights pursuant to section 180(1) of the Commercial Code is the date set out in the
invitation to the General Meeting. The reference date may be determined as the date of the
General Meeting or a day preceding the date of the General Meeting by no more than five days. If
the reference date is not explicitly determined, the date of the General Meeting shall be deemed
the reference date.
If the invitation to the General Meeting includes a change of the Articles of Association or the
election of members of the corporate bodies, the invitation to the General Meeting or the
notification on its convening must include at least the nature of the proposed changes to the
Articles of Association or the names of persons, who are proposed to be members of the
individual corporate bodies.
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The documents related to the respective points of the agenda of the meeting shall be
distributed to the shareholders 20 days prior the General Meeting at the latest.
Matters, which were not included in the proposed agenda of the General Meeting, may be
decided upon only with the participation and the consent of all shareholders of the
Company.
9.
The General Meeting shall be opened by the chairman of the Board of Directors or by another
person nominated by the convening party, or if such a person is not present at the General
Meeting, the General Meeting shall be opened and chaired until the election of the chairman by
any of the shareholders or by another member of the Board of Directors authorised to do so.
Such a person shall then propose to the General Meeting to elect a chairman, a reporter, two
report verifiers and persons commissioned to count votes (scrutineer).
10.
Decisions of the General Meeting shall take the form of a resolution of the General Meeting and
the full wording of such resolution shall be entered into the minutes from the General Meeting.
11.
The General Meeting decides upon the vote of the shareholders holding shares in an aggregate
nominal value representing a simple majority of the aggregate nominal value of the shares of the
Company held by the shareholders present at the General Meeting, save for the cases stipulated
in Article 7.12 and 7.13.
12.
The affirmative vote of the shareholders holding shares in an aggregate nominal value of at least
75% of the registered capital of the Company is required for decisions regarding the matters
stipulated in Article 7.2(d) (2).
13.
The affirmative vote of the shareholders holding shares in an aggregate nominal value of at least
two-thirds of the aggregate nominal value of the shares of the Company held by the shareholders
present at the General Meeting is needed in the event of decisions regarding the matters
stipulated in Article 7.2(a), (b), (c) and (p) of this Article.
14.
The number of votes of a shareholder shall be determined based on the ratio of the nominal
value of its shares to the amount of registered capital. In order to facilitate the counting of votes
for the purposes of voting, the number of votes shall be multiplied by the whole number of 100.
15.
The minutes of the General Meeting shall be produced from the General Meeting, recording the
event and process. The Board of Directors shall ensure that the minutes of the General Meeting
are prepared within 15 days of the end of the General Meeting. The minutes shall be signed by
the reporter, the chairman of the General Meeting and the two elected verifiers.
16.
The minutes of the General Meeting shall contain:
a)
the business name and registered seat of the Company;
b)
the place and time of the General Meeting;
c)
the names of the Chairman of the General Meeting, the reporter, the verifiers the
scrutineers;
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d)
an overview of the discussion on individual points of the agenda of the General Meeting;
e)
decisions of the General Meeting with results of voting; and
f)
protests lodged by a shareholder, a member of the Board of Directors or the Supervisory
Board relating to decisions of the General Meeting, if the person lodging the protest so
requests.
Proposals and statements presented for discussion at the General Meeting shall be attached
to the minutes of the General Meeting.
17.
A decision of the General Meeting concerning a change to the Articles of Association, an
increase or decrease of the registered capital, granting the authorisation to increase the
registered capital to the Board of Directors, issuance of priority bonds or convertible bonds, the
change of the legal form of the Company, and on winding-up of the Company shall take the form
of a notarial deed.
18.
The minutes of the General Meeting, together with notices or invitations to the General Meetings,
shall be kept in the archives of the Company for the entire period of its existence.
19.
The Company is obliged to provide the shareholders with a copy of the minutes together with
Annexes within 3 business days from the signing of the minutes by all authorised persons,
however, 18 days from the date of the General Meeting at the latest.
Article 8
BOARD OF DIRECTORS
1.
The Board of Directors is a statutory body of the Company. It may act on behalf of the Company
in all matters and represent the Company in dealings with third parties. The Board of Directors
shall manage the activities of the Company and shall decide on all affairs of the Company unless
they fall within the powers of other corporate bodies of the Company pursuant to legal
regulations or these Articles of Association or unless they are delegated to other bodies by the
Board of Directors.
2.
The Board of Directors shall, in particular:
a)
manage the business of the Company and secure all operational and logistical matters;
b)
exercise employer’s rights;
c)
convene the General Meeting;
d)
implement resolutions passed by the General Meeting;
e)
ensure proper bookkeeping and maintenance of other records, ledgers and other
documents of the Company, preparation and publication of individual and consolidated
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financial statements, publication of the annual report and consolidated annual report of
the Company, if the Company is obliged to do so;
f)
approve the corporate plan, operating plan and budget of the Company;
g)
submit the financial statements, which the Company is required to prepare pursuant to a
special regulation, to the General meeting for approval;
h)
submit a proposal to wind up the Company by liquidation, by consolidation or merger
with another business entity, or by split of the Company to the General Meeting for
approval;
i)
submit to the General Meeting information on the results of business activities of the
Company and on the status of assets of the Company in the preceding fiscal period;
j)
submit to the session of the Supervisory Board documents referred to in Article 9.3;
k)
decide on establishment, or a change to the composition of or the rules of bodies
established by the Board of Directors;
l)
decide on any capital expenditure or investment by the Company, other than those
included in the corporate plan or the operating plan and budget in effect at such time,
the total value of which, individually or together with other capital expenditures or
investments that are part of the same transaction or contemporaneous transactions,
exceeds EUR 75 million, or its equivalent;
m)
decide on any loan or other indebtedness incurred by the Company, any security
interest or comparable encumbrance granted by the Company or any guarantee
provided by the Company, other than those included in the corporate plan or the
operating plan and budget in effect at such time, the total value of which, individually or
together with other loans, indebtedness, security interests or guarantees that are part of
the same transaction or contemporaneous transactions, exceeds EUR 75 million, or its
equivalent;
n)
decide on any acquisitions by the Company or transfers of assets (including shares or
other equity interests) or liabilities of the Company, in each case the total value of which,
individually or together with other acquisitions or transfers that are part of the same
transaction or contemporaneous transactions, exceeds 20% of the Company’s net asset
value;
o)
decide on the conclusion of agreements, the value of which in each case are in excess
of EUR 10 million or its equivalent, between the Company and:
I.
a shareholder; and
II.
a person controlling, controlled or under common control with a shareholder;
if such agreements are outside the terms of a framework agreement between the
Company and the shareholder relating to the provision by the shareholder or its affiliates
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of services to the Company, which includes, inter alia, provisions assuring that (i) prices
charged to the Company will not exceed market rates, (ii) the Company will receive all
rebates, discounts, and other price-reduction mechanisms that the shareholder would
grant under similar circumstances to non-affiliated customers of the shareholder, (iii)
with respect to all terms of service, the Company shall have ”most favoured customer”
status, and (iv) comprehensive, verifiable work orders, invoices and other pertinent
documentation will be accurately prepared and retained for all services rendered;
p)
approve substantial changes to the principles of corporate governance and
organizational structure of the Company;
q)
submit to the General Meeting proposal for the distribution of profits or settlement of
losses;
r)
submit to the General Meeting proposals for listing the shares on the stock exchange;
s)
approve the manner of voting and decision making of the representatives of the
Company in the corporate bodies of any company directly or indirectly controlled by the
Company (”Controlled Company”) in those cases where the corporate bodies of any
Controlled Company are to decide on:
I.
any acquisitions or transfers of assets (including shares or other equity
interests) or liabilities, in each case the total value of which, individually or
together with other acquisitions or transfers that are part of the same
transaction or contemporaneous transactions, exceeds 20% of the
Company’s net asset value;
II.
proposals for the issuance of bonds to which the right to demand the issuance
of shares or a pre-emptive right to shares is attached or of other securities or
instruments granting any right to an equity interest, or any right to subscribe for
shares of the Controlled Company;
III.
capital expenditures or investments, other than those included in the
corporate plan or the operating plan and budget in effect at such time the total
value of which, individually or together with other capital expenditures or
investments that are part of the same transaction or contemporaneous
transaction, exceeds EUR 75 million, or its equivalent;
IV.
any loan or other indebtedness incurred by the Controlled Company, any
security interest or comparable encumbrance granted by the Controlled
Company or any guarantee, other than those included in the corporate plan or
the operating plan and budget in effect at such time, the total value of which,
individually or together with other loans, indebtedness, security interests or
guarantees that are part of the same transaction or contemporaneous
transactions, exceeds EUR 75 million, or its equivalent;
V.
the conclusion of agreements, the value of which in each case are in excess of
EUR 10 million or its equivalent, between the Controlled Company and:
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A.
a shareholder of the Controlled Company or the Company; and
B.
a person controlling, controlled or under common control with such
shareholder;
if such agreements are outside the terms of a framework agreement between
the Company and/or the Controlled Company and the shareholder relating to
the provision by the shareholder or its affiliates of services to the Controlled
Company which shall include, inter alia, provisions assuring that (i) prices
charged to the Controlled Company will not exceed market rates, (ii) the
Controlled Company will receive all rebates, discounts, and other pricereduction mechanisms that the shareholder would grant under similar
circumstances to non-affiliated customers of the shareholder, (iii) with respect
to all terms of service, the Controlled Company shall have ”most favoured
customer” status, and (iv) comprehensive, verifiable work orders, invoices and
other pertinent documentation will be accurately prepared and retained for all
services rendered;
VI.
increase of the registered capital by an issue of new shares or by the issuance
of bonds to which a pre-emptive right to shares or a right to exchange the
bonds for shares is attached; and
VII.
winding-up of the company the company by liquidation, merger with another
corporation, or division of the company.
3.
The Board of Directors shall have seven members.
4.
Members of the Board of Directors shall be elected and recalled by the General Meeting. The
term of office of the members of the Board of Directors shall be five years.
5.
A member of the Board of Directors may resign from his/her post by a written notification
delivered to the Board of Directors. His/her tenure shall end on the day of the following regular
session of the Board of Directors of the Company. A member of the Board of Directors may also
resign from his/her post directly during the session of the General Meeting. In such case the
resignation from the post comes to force immediately. The Board of Directors, whose number of
members elected by the General Meeting did not decrease to less than a half, may appoint
substitute members until the following General Meeting.
6.
When electing the members of the Board of Directors, the General Meeting shall simultaneously
specify which member of the Board of Director is the chairman and which member is the vicechairman of the Board of Directors.
7.
The Chairman of the Board of Directors shall convene a session of the Board of Directors at least
six times a year. The Board of Directors shall, at its meeting held on December 22 of a calendar
year at the latest, be obliged to stipulate the actual dates of Board of Directors sessions for the
following calendar year. Besides, any member may convene a session of the Board of Directors
at any time. A session of the Board of Directors shall be convened by written invitation, which
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shall be delivered to the members of the Board of Directors at least seven working days prior to
the session unless all members of the Board of Directors waive this requirement in writing in
each specific case. The sessions will be held in Bratislava unless all members of the Board of
Directors agree in writing to a different location for a specific session. The invitation shall state
the date, time, place and agenda of the session. Any electronic distribution by means of secured
electronic communication shall be considered as “written” or “in writing” as set out in this
Clause.
8.
Each session of the Board of Directors shall be chaired by the chairman, and in the absence of
the chairman, the vice-chairman, and in the absence of the chairman and the vice-chairman, the
member of the Board of Directors who convened the session or other member of the Board of
Directors elected by the members of the Board of Directors present at the meeting. A quorum of
the Board of Directors shall exist if a majority of members of the Board of Directors is present at
the meeting.
9.
In the event that a quorum of the Board of Directors is not constituted, within 30 minutes after the
scheduled commencement of the meeting, the member of the Board of Directors that was to
chair the session, as the case may be, shall convene a substitute session of the Board of
Directors, which shall be held no sooner that three business days after the date of the scheduled
session of the Board of Directors. A quorum for the substitute session of the Board of Directors
shall exist if a majority of the members of the Board of Directors is present at the meeting.
10.
A decision of the Board of Directors shall be adopted if a majority of members of the Board of
Directors present at the meeting votes for the decision, subject to the cases stipulated in Section
11 of this Article. In the event of a tie vote, the vote of the chairman shall be decisive.
11.
Decisions regarding matters stipulated in Article 8.2 (h), (l), (m), (n), (o), (r) and (s) shall be
deemed adopted by the Board of Directors only if a majority of the members of the Board of
Directors present at the meeting votes in favour of the decision and at least two members, who
were elected to the Board of Directors on the basis of nominations submitted at the General
Meeting by each shareholder whose share of the registered capital of the Company is at least
25%, vote for the decision.
12.
The meetings of the Board of Directors may also be held by using suitable telecommunication
techniques enabling distance communication in real time, if all members of the Board of
Directors expressly agree. Decisions of the Board of Directors may also be approved in writing
without a session of the Board of Directors. All members of the Board of Directors must provide a
written statement on the issue in order to establish a quorum. A written statement for the
purposes of this Section 12 shall also include telegraph, telex or facsimile statements or a
declaration made via secure electronic communication.
13.
Minutes shall be drawn up from each session of the Board of Directors containing all material
facts of the session, including the results of voting and the exact wording of all decisions.
Minutes shall be signed by the chairman of the Board of Directors or by the member of the Board
of Directors that chaired the meeting and the reporter and shall be delivered to each member of
the Board of Directors, the shareholders, and the chairman of the Supervisory Board. Minutes
shall also contain all decisions adopted by written consent since the previous session of the
Board of Directors.
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14.
A member of the Board of Directors cannot be represented by a proxy at a Board of Directors
meeting. A member of the Board of Directors shall act in person and with due diligence, and
shall not disclose any confidential information to third parties.
15.
At least two members of the Board of Directors of which at least one shall be the chairman or
vice-chairman of the Board of Directors shall sign on behalf of the Company. When signing on
behalf of the Company, the signing members of the Board of Directors shall attach their
signatures to the printed or written business name of the company and indicate their names and
offices.
16.
Members of the Board of Directors shall be bound by the legal regulations regarding noncompetition.
17.
A member of the Board of Directors shall not:
a)
conclude transactions in their own name or on their own account if such transactions
relate to the scope of business of the Company;
b)
act as an intermediary for other persons for business transactions involving the
Company;
c)
take part in the business activity of another entity as a partner with unlimited liability
d)
act as a member of the Supervisory Board of the Company; and
e)
be a statutory body or a member of a statutory body or other corporate body of another
legal entity with a similar scope of business, save for a legal entity in which the Company
is involved.
Article 9
SUPERVISORY BOARD
1.
The Supervisory Board is the supervisory corporate body of the Company. It shall oversee the
Board of Directors in its exercise of its powers and the conduct of the business activities of the
Company. The Supervisory Board shall convene an Extraordinary General Meeting in the event
that it has reason to believe that the Board of Directors has materially breached its obligations or
in the event that it has perceived material deficiencies in the performance of the Company.
2.
Members of the Supervisory Board are authorized to review the management of the affairs of the
Company by the Board of Directors and to inspect, at any time, the accounting documents, files
and records relating to the activities of the Company and to examine whether book entries are
duly and accurately made and whether the business activities of the Company are in conformity
with applicable legal regulations, the Articles of Association and the instructions of the General
Meeting. At the same time, they shall review and present to the General Meeting conclusions and
recommendations regarding primarily:
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a)
the performance of duties assigned to the Board of Directors by the General Meeting;
b)
the compliance with the Articles of Association of the Company and with applicable
legal regulations in conducting the Company’s business; and
c)
the business and financial activities of the Company, book keeping, documents,
accounts, assets of the Company and its commitments and claims.
3.
The Supervisory Board shall review the financial statements, which the Company is required to
prepare pursuant to a special regulation and the proposed distribution of profit or proposals for
the settlement of losses and present its opinion to the General Meeting.
4.
The Supervisory Board shall have nine members. The term of office of the members of the
Supervisory Board shall be five years.
5.
Members of the Supervisory Board, with the exception of members elected by the employees of
the Company, shall be elected and recalled by the General Meeting. The number of nominated
candidates to be elected for the Member of the Supervisory Board shall be equal with the
number of the Supervisory Board Members to be elected by the General Meeting. The General
Meeting shall vote on the selected candidates collectively in the first round. Absolute majority of
the participating shareholders shall be necessary for the election. If this majority is not achieved,
the General Meeting shall vote on each candidate separately in the second round and the
absolute majority of the participating shareholders shall be necessary for their election.
6.
Three members of the Supervisory Board are elected and recalled by the employees of the
Company, provided the Company has more than 50 full-time employees, so long as this remains
a requirement under relevant legal regulations. Remaining members of the Supervisory Board
are elected and recalled by the General Meeting.
7.
The chairman and the vice-chairman of the Supervisory Board are appointed and recalled by the
General Meeting.
8.
The chairman of the Supervisory Board shall convene a session of the Supervisory Board at least
once in each quarter by means of a written invitation stating the date, time, place and agenda of
the session. Provisions of Article 8.12 through 8.14 shall apply, mutatis mutandis.
9.
The Supervisory Board shall adopt decisions by a majority of all its members. The General
Meeting shall be informed of dissenting opinions.
10.
The Company may terminate the employment of a member of the Supervisory Board elected by
the employees or reduce his salary during his term of office and for one year following the end of
his membership in the Supervisory Board only with the prior approval of all other members of the
Supervisory Board.
11.
A member of the Supervisory Board may resign from his/her office by virtue of a written
notification delivered to the Supervisory Board. The resignation shall be effective as of the day of
the next Supervisory Board session. A member of the Supervisory Board elected by the General
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Meeting may resign from his/her office directly at a General Meeting session. In such case the
resignation becomes immediately effective.
In case a Supervisory Board member elected by the employees resigns from his/her post, the
Board of Directors, in co-operation with the trade unions, shall be obliged to organise elections
within three months following the termination date of the office of a Supervisory Board member.
12.
In the event a resignation by a member of the Supervisory Board results in reduction in the
number of members of the Supervisory Board to less than one half, the Supervisory Board shall
forthwith convene an Extraordinary General Meeting that shall elect new members of the
Supervisory Board.
13.
Members of the Supervisory Board shall be bound by the non-competition provisions stipulated
in Article 8.17.
14.
Meetings of the Supervisory Board may also be held by using suitable telecommunication
techniques enabling distance communication in real time.
15.
The Supervisory Board, whose number of members has not decreased to less than one half, may
appoint substitute members until the following General Meeting session is held or until the
elections to the Supervisory Board by employees take place; which events in both cases must
take place within 3 months from the member co-optation. The term of office of a substitute
member shall expire upon a fully-fledged member is elected.
Article 10
INCREASE AND DECREASE OF THE REGISTERED CAPITAL
1.
Increase or decrease of the registered capital of the Company shall be decided by the General
Meeting. An increase of the registered capital may be achieved by the subscription of new
shares or by increasing the registered capital from the net assets of the Company, by
conditioned increase of the registered capital, combined increase of the registered capital or by
increase of the registered capital by the Board of Directors. A decrease in the registered capital
shall be achieved by decreases in the face value of the shares (either by replacement or by
indicating it) or by withdrawing part of the shares from the circulation.
2.
Any decision regarding an increase or decrease of the registered capital shall take the form of
a notarial deed.
Article 11
SUPPLEMENTS AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
1.
Any supplements of and amendments to the Articles of Association shall be approved by the
General Meeting. The full wording of the draft supplements of and amendments to the Articles of
Association shall be distributed together with the invitation to the General Meeting.
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2.
A decision adopting supplements of or amendments to the Articles of Association shall take the
form of a notarial deed. In the event a supplement of or amendment to the Articles of Association
requires a change in the facts recorded in the Commercial Register, the Board of Directors shall
be obliged to file, without undue delay, a petition for registration of the changes with the
Commercial Register.
Article 12
ACCOUNTS OF THE COMPANY, SOCIAL AND ECONOMIC INFORMATION
1.
The Company shall maintain the books in the prescribed manner in accordance with legal
regulations. Proper book keeping shall be the responsibility of the Board of Directors which shall
make arrangements for an audit of the financial statements which the Company is required to
prepare pursuant to a special regulation by the auditor.
2.
The financial statements which the Company is required to prepare pursuant to a special
regulation shall provide a full picture of the economic and financial standing of the Company, on
the amount of profit or loss generated in the preceding fiscal period. After the financial
statements are approved by the General Meeting, the Company shall publish the annual report.
3.
The Board of Directors shall make arrangements for preparing quarterly financial statements and
reports and shall present them to the Supervisory Board for review.
4.
The Company shall create information system as prescribed by applicable legal regulations and
shall provide data on the activities of the Company to the authorities stipulated in such legal
regulations.
5.
The Board of Directors shall approve corporate plans, the operating plans and the budget of the
Company annually containing at least:
a)
an operating budget including capital expenditure and investment plans for the
Company;
b)
cash flows of the Company;
c)
marketing plans of the Company;
d)
system development plans of the Company;
e)
employee staffing requirements and compensation plans of the Company; and
f)
recommended dividend payments to shareholders of the Company, if any.
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Article 13
CREATION AND USE OF THE RESERVE FUND AND OTHER FUNDS
1.
The reserve fund of the Company shall be solely used to cover losses of the Company, unless
otherwise provided for by the law.
2.
Upon its foundation, the Company shall create a reserve fund of SKK 130,000,000 (in words:
one hundred and thirty million Slovak crowns). Every year, the Company shall add 10% of its net
profit calculated in the annual financial statements to the reserve fund until the balance of the
reserve fund reaches 20% of its registered capital.
3.
The General Meeting of shareholders shall decide on the use of the reserve fund.
4.
In accordance with applicable legal regulations and internal by-laws approved by the General
Meeting, the Company may create other funds and contribute to them from the net profit, as
specified by the General Meeting. The use of these funds is stipulated by by-laws approved by
the General Meeting.
Article 14
PROFIT DISTRIBUTION
1.
In accordance with applicable legal regulations, the Company shall first use its profit to settle tax
and other fiscal liabilities to the state.
2.
Profits remaining after use pursuant to Article 14.1 shall be used to add to the reserve fund in
accordance with Article 13.
3.
The General Meeting shall decide on the distribution of any remaining profits.
Article 15
PUBLISHING OF INFORMATION REQUIRED BY LEGAL REGULATIONS
The obligation to publish certain information prescribed by law is met by publishing the information in
the Commercial Bulletin (Obchodný vestník) and by adding the documents to the Collection of
Documents, forming a part of the Commercial Register.
Article 16
WINDING-UP AND LIQUIDATION OF THE COMPANY
1.
The winding-up of the Company shall be decided by the General Meeting. The Company may be
wound-up with or without liquidation.
2.
The Company shall be wound-up without liquidation if:
a)
all assets are passed to a successor;
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b)
the General Meeting passes a decision on consolidation, merger or division of the
Company, or on transformation of the Company into another legal form of company or
into a co-operative.
3.
Liquidation shall be required in those cases where the Company is not wound-up by the means
specified in Section 2 of this Article.
4.
If the Company is to be wound-up with liquidation, the General Meeting shall appoint a trustee
proposed by the Board of Directors.
5.
The Company shall be dissolved as of the date of its deletion from the Commercial Register.
Article 17
INTERNAL RELATIONSHIPS
1.
Internal relationships shall be regulated by a set of by-laws of the Company (organizational rules,
work code, signing code, etc.) issued by the Board of Directors.
2.
The internal control system shall be approved by the Board of Directors. The Board of Directors
shall be responsible for adequacy and efficiency of the internal control system. The internal
control system consists of operational inspection procedures and rules incorporated in the
internal processes of the Company.
Within the internal control mainly following areas shall be supervised and evaluated:
a)
compliance with laws and with other generally binding legal regulations, internal
directives and procedures of the Company,
b)
the functionality and efficiency of management and supervisory/control system of the
Company.
In accordance with the internal directives the Company establishes an organizational unit
the task of which is to perform internal control. Employees designated to perform internal
control (hereinafter referred to as the “unit of internal control”) have the position of
autonomous and independent internal control unit pursuant to applicable laws on payment
services. The unit of internal control performs its activity in all of the organization units of the
Company.
3.
The activity of the internal control unit is, in accordance with the organizational rules of the
Company, managed by an employee who shall be considered a senior officer responsible for
internal controls pursuant to applicable laws on payment services (hereinafter referred to as the
"manager of internal control"). The Board of Directors shall have the right to establish, modify and
terminate the employment relationship with the internal control senior officer. Such officer shall
manage the performance of internal control in accordance with applicable laws on payment
services, mainly:
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a)
shall immediately inform the Board of Directors, the Supervisory Board and the National
Bank of Slovakia in case discrepancies in payment services performance have occurred;
b)
shall submit a plan of inspection activities to the National Bank of Slovakia;
c)
shall submit, at least once a year, a written report to the Board of Directors and the
Supervisory Board about the implementation of the plan of inspection activities;
d)
shall perform, at the request of the Supervisory Board, control of the obligations with
respect to the provision of payment services.
4.
Pursuant to applicable laws the Company is responsible for protection against the laundering of
proceeds of criminal activity and terrorist financing. Relevant organizational unit is according to
the internal rules of the Company responsible for creation of the own system, monitoring,
procedures and coordination of protection against the laundering of proceeds of criminal activity
and terrorist financing.
5.
Pursuant to applicable laws the Company is responsible for an adequate information system to
ensure proper and secured performance of the permitted payment services. The Board of
Directors is responsible for such information system.
Article 18
FINAL PROVISIONS
1.
Matters not regulated by these Articles of Association shall be resolved pursuant to provisions of
the Commercial Code and other relevant legal regulations.
2.
If, for any reason, any of the provisions of the Articles of Association becomes invalid or
ineffective, this shall have no effect on the validity or effect of the remaining provisions of these
Articles of Association.
3.
These Articles of Association shall fully abolish and replace the Articles of Association of the
Company dated 30 December 1998, including all their amendments.
4.
These Articles of Association shall become valid on the day of their approval by the General
Meeting on 9 February 2015.
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