Reduction of the registered capital

Reduction of the registered capital in 2012

The Annual General Meeting held on 19th April 2012 adopted a resolution, which approved a reduction of the registered capital.

  1. The manner and the scope of the registered capital reduction
    1. The Company’s registered capital shall be reduced by proportional decrease of the nominal value of all Company’s shares.
    2. The Company’s registered capital shall be reduced by CZK 4,187,168,700 (in words: four billion and one-hundred and eighty seven million and one-hundred and sixty-eight thousand and seven hundred Czech crowns) in total, i.e. from CZK 32,208,990,000 (in words: thirty-two billion and two-hundred and eight million and nine-hundred and ninety thousand Czech crowns) to CZK 28,021,821,300 (in words: twenty-eight billion and twenty-one million and eight-hundred and twenty-one thousand and three hundred Czech crowns).
    3. After the registered capital reduction, the nominal value of each of 322,089,890 (in words: three-hundred and twenty-two million and eighty-nine thousand and eight hundred and ninety) shares with the to-date nominal value of CZK 100 (in words: one hundred Czech crowns) shall decrease by CZK 13 (in words: thirteen Czech crowns), i.e. to CZK 87 (in words: eighty seven Czech crowns) and the nominal value of the share with the to-date nominal value of CZK 1,000 (in words: one thousand Czech crowns) shall decrease by CZK 130 (in words: one hundred and thirty Czech crowns), i.e. to CZK 870 (in words: eight hundred and seventy Czech crowns).
  2. Utilisation of the sum corresponding to the amount of the registered capital reduction
    1. The respective sum corresponding to the total amount of the registered capital reduction, i.e. CZK 4,187,168,700 (in words: four billion and one-hundred and eighty seven million and one-hundred and sixty-eight thousand and seven hundred Czech crowns) shall be paid to the Company’ shareholders.
    2. The amount corresponding to the decrease of the nominal value of shares shall be paid in favour of each share, i.e. the amount of CZK 13 (in words: thirteen Czech crowns) shall be paid in favour of each one of 322,089,890 (in words: three-hundred and twenty-two million and eighty-nine thousand and eight hundred and ninety) shares in the nominal value of CZK 100 (in words: one hundred Czech crowns), and the amount of CZK 130 (in words: one hundred and thirty Czech crowns) shall be paid in favour of the share in the nominal value of CZK 1,000 (in words: one thousand Czech crowns). Basic rules of the payment process are described in the provisions below.

The full wording of general meeting’s resolution on reduction of the registered capital can be downloaded here.

Notification of registration of the registered capital reduction in the Commercial Register and of payment to shareholders

The Board of Directors of Telefónica Czech Republic, a.s. (hereinafter the “Company”), in accordance with the rules approved in the General Meeting resolution from 19 April 2012 on reduction of the Company’s registered capital (hereinafter the “General Meeting Resolution”), notifies that on 17 October 2012, a resolution of the Municipal Court in Prague took legal effect on the basis of which the reduction of the Company’s registered capital pursuant to the General Meeting Resolution shall be registered in the Commercial Register on 14 November 2012 (see also below).

In accordance with the General Meeting Resolution, the date decisive for determining persons entitled to payment of the amount corresponding to the reduction of nominal values of Company’s shares shall be 14 November 2012.

In accordance with the General Meeting Resolution, the Company’s Board of Directors also notifies the following details for the purposes of payment of the aforementioned amount:

  1. The amount to be paid: CZK 13 per share (before tax) per share with the nominal value of CZK 100 and CZK 130 per share (before tax) to each share with the nominal value of CZK 1,000.
  2. The respective amount will be paid to persons who will be identified as Company’s shareholders according to the state in the excerpt from the statutory register as of the date of registration of the reduction of the Company’s registered capital in the Commercial Register (i.e. as of 14 November 2012), which excerpt is to be ensured by the Company (unless it is proven that the record in the register fails to comply with reality).
  3. The payments shall commence starting on 14 December 2012.
  4. The payment (including the calculation of the tax securement to be deducted in case of certain Czech tax non-resident shareholders) will be effected by Česká spořitelna, a.s., Company Registration No. 45244782, based at Olbrachtova 1929/62, 140 00 Praha 4 (hereinafter “Česká spořitelna”).

The full wording of the notification of registration of the registered capital reduction in the Commercial Register and of payment to shareholders dated 19 October 2012 can be downloaded here.

Following the notification dated on 19 October 2012 Telefónica Czech Republic, a.s. advises that on 14 November 2012, the reduction of the Company’s registered capital has been registered in the Commercial Register.

Information on the change of approach for refunding tax securement withheld from the payment associated with the reduction of the nominal value of shares of Telefónica Czech Republic, a.s. is available here:

Payout of the amount corresponding to the reduction of the registered capital was terminated on 13. 12. 2017 by the Board of Directors’ resolution; since that day, the company will apply the limitation clause to the claimants for amount corresponding to the reduction of the registered capital payment.

Reduction of the registered capital in 2013

The Annual General Meeting held on 22nd April 2013 adopted a resolution, which approved a reduction of the registered capital.

  1. The reason of the registered capital reduction:
    1. On 9th May 2012, the Board of Directors approved and announced its intention to submit a proposal to the General Meeting to cancel the acquired shares of the Company after the completion of the acquisition of shares, together with the proposal to reduce the registered capital by the amount of the nominal value of the acquired shares.
    2. The acquired shares shall be cancelled with respect to the capital structure optimization.
  2. The manner and the scope of the registered capital reduction:
    1. The Company’s registered capital shall be reduced by cancellation of its own shares.
    2. The Company’s registered capital shall be reduced by CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns) in total, i.e. from CZK 28,021,821,300 (in words: twenty-eight billion twenty-one million eight hundred twenty-one thousand three hundred Czech crowns) to CZK 27,461,384,874 (in words: twenty-seven billion four hundred sixty-one million and three hundred eighty-four thousand eight hundred seventy-four Czech crowns).
    3. After the registered capital reduction, the amount of 6,441,798 (in words: six million four hundred and forty-one thousand and seven hundred and ninety-eight ordinary shares) own shares with the nominal value of CZK 87 (in words: eighty-seven Czech crowns) (hereinafter “Cancelled Shares”) shall be cancelled by their deletion from the statutory register, where Company’s shares are registered and which replaces the list of shareholders. The total amount of the nominal value of the Cancelled Shares is equal to the amount of the registered capital reduction, i.e. CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns.
  3. Utilisation of the sum corresponding to the amount of the registered capital reduction:
    1. Given the Cancelled Shares are the own shares of the Company, the respective sum corresponding to the total amount of the registered capital reduction, i.e. CZK 560,436,426 (in words: five hundred sixty million four hundred thirty-six thousand four hundred twenty-six Czech crowns) can neither be paid out to the Company’s shareholders nor transferred into any other equity account, but shall reduce the balance of the registered capital. Thus, the sum corresponding to the amount of the registered capital reduction shall be captured in terms of accounting only.

The full wording of general meeting’s resolution on reduction of the registered capital can be downloaded here.

Notification of registration of the registered capital reduction in the Commercial Register

The Board of Directors of Telefónica Czech Republic, a.s. in accordance with the rules approved in the General Meeting resolution on reduction of the registered capital on 22 April 2013 notifies that on 22 October 2013, a resolution of the Municipal Court in Prague took legal effect on the basis of which the reduction of the Company’s registered capital pursuant to the General Meeting Resolution shall be registered in the Commercial Register on 15 November 2013.

The notification of registration of the registered capital reduction in the Commercial Register and of payment to shareholders dated 1 November 2013 can be downloaded here.

Following the notification dated on 1 November 2013 Telefónica Czech Republic, a.s. advises that on 15 December 2013, the reduction of the Company’s registered capital has been recorded in the Commercial Register.

Reduction of the share capital in 2020

The General Meeting, which took the form of voting in writing outside the meeting with a vote from 11th May 2020 to 2nd July 2020, adopted a resolution, which approved a reduction of the registered capital.

  1. Reason and purpose of the share capital reduction:
    1. By its resolution of 8 December 2015 (hereinafter referred to as the “2015 Resolution”), the General Meeting of the Company agreed to acquire its own shares under the specified conditions, in connection with the Board of Directors' intention to flexibly manage the Company's capital structure. At the same time, this procedure was to increase the possibility for cash payment in favour of those shareholders who decide to use this option, or to increase value for those shareholders who keep their shares.
    2. Pursuant to the 2015 Resolution, the Company has so far acquired its own shares in the number corresponding to 9,337,910 shares (in words: nine million three hundred and thirty-seven thousand nine hundred and ten) with a nominal value of CZK 10 (in words: ten Czech crowns; "Cancelled Shares").
    3. By repurchasing its own shares, the Company reduced its equity, which led to the desired increase of the debt to equity ratio. With regard to the fact that the Company already holds shares exceeding 3% of all shares and the program period according to the 2015 Resolution is already approaching 5 years, the Board of Directors considers the optimal solution to cancel shares with a subsequent share capital reduction, thus completing the purpose of buying back the Company’s own shares.
  2. The manner of the share capital reduction:
    1. The share capital of the Company will be reduced by the cancellation of the Cancelled Shares.
    2. The Canceled Shares will be cancelled by deleting them from the statutory register of book-entered securities. The aggregate nominal value of the Cancelled Shares corresponds to the amount of the share capital reduction, i.e. CZK 93,379,100 (in words: ninety-three million three hundred and seventy-nine thousand one hundred Czech crowns).
  3. The manner in which the amount corresponding to the reduction in share capital will be treated:
    1. As the Cancelled Shares are the Company's own shares, the relevant amount corresponding to the total amount of the share capital reduction, i.e. CZK 93,379,100 (in words: ninety-three million three hundred and seventy-nine thousand one hundred Czech crowns), cannot be paid to the Company's shareholders nor transferred to another equity account of the Company. The share capital account will be reduced by this amount. The amount corresponding to the reduction in share capital will therefore effected only in the accounting sense.
    2. The total acquisition price at which the Company acquired the Cancelled Shares amounts to CZK 2,347,554,154.72 (in words: two billion three hundred and forty-seven million five hundred and fifty-four thousand one hundred and fifty-four Czech crowns seventy-two hellers). The share premium will be reduced by the difference between the acquisition price and the nominal value of the Cancelled Shares, i.e. by the amount of CZK 2,254,175,054.72 (in words: two billion two hundred and fifty-four million one hundred and seventy-five thousand fifty-four Czech crowns seventy-two hellers). For the avoidance of doubt, this amount cannot be paid to the Company's shareholders.

The full wording of general meeting’s resolution on reduction of the share capital can be downloaded here.

Following the notification dated on 13 November 2020 O2 Czech Republic a.s. advises that on 27 November 2020, the reduction of the Company’s registered capital has been recorded in the Commercial Register.