Invitation to the Ordinary General Meeting
Serdar Altinbas
Alkent 2000 Mah., Gardenya Sk. Alkent 2000 Yeditepe Sitesi No. 11 Is Kapi No. 7, Büyükçekmece / Istanbul, Republic of Turkey
Figen Aslan Tandogan
Sariyer, Havantepe, Haydardogu Sk. 78, Istanbul, Republic of Turkey
Invitation to the Ordinary
General assembly of company
F & S Invest a.s., with its registered office in Prague 1, Loretánské nám. 109/3, Postal Code 118 00, Identification No.: 247 13 058, registered within the Commercial register kept by the Municipal Court in Prague, Section B, Inset 16354 (hereinafter referred to as the “Company”)
Dear shareholders,
In accordance with legal regulation as amended and the By-laws of the Company, I hereby convene ordinary General assembly which shall be held on December 16, 2022, at 1 p.m., at the notarial office of the notary public Mrs. Markéta Káninská, at the address Plaská 623/5, 150 00 Prague 5.
Agenda of the General assembly:
1. Opening of the general assembly
2. Election of the chairman of the general assembly, verifier of the minutes and minutes clerk – proposal: Mr. Josef Doseděl, born November 21, 1985, permanent address Čínská 1036/8, Bubeneč 160 00 as chairman of the general assembly and the verifier of the minutes of the general assembly, Mrs. Jana Plecitá, attorney at law, Czech Bar Association No. 13299, registered office Plaská 623/5, 150 00 Prague 5, as the minutes clerk
3. Change of Article 2 of the By-laws of the Company “Object of business”
4. Change of Article 22 of the By-laws of the Company “Acting in the name of the company”
5. Conclusion
Proposed resolutions of the general assembly:
Ad 2) Proposed resolution:
Bodies of the general assembly are elected as follows: Mr. Josef Doseděl as the chairman of the general assembly and the verifier of the minutes of the general assembly, Mrs. Jana Plecitá as the minutes clerk.
Reasoning:
The General assembly must elect the bodies of the general assembly according to Section 422 of Act No. 90/2012 Coll., on business corporations and cooperatives.
Ad 3) Proposed resolution:
The General assembly adopts the decision on change of the content of the By-laws, i.e. the existing Article 2 shall be replaced by Article 2 in the following wording:
Art. 2
Object of business
The Company’s objects of business are as follows:
- Production, trade and services not listed in Annexes 1 to 3 of the Trade Licensing Act, i.e. within the extent of the following fields of activity of the unqualified trade:
- Intermediation in trade and services
- Wholesale and retail trade
- Accommodation services
- Provision of software, information
technology consulting, data processing, hosting and
related activities and web portals
- Purchase, sale, management and
maintenance of real estate
- Leasing and loaning of movables
- Guidance and consulting activities,
production of expert studies and opinions
- Advertising, marketing, media representation
- Translation and interpreting
- Administrative services and services
of an organizational and economic nature.
Reasoning:
The legal regulation enabled so far to specify the object of business in the By-laws and Memorandum of association in case of free trades generally as “production, trade and services not listed in the annexes 1 to 3 of the Trade Licensing Act”.
The Supreme Court of the Czech Republic issued a resolution on May 12, 2021, file No. 27 Cdo 3549/2020, by virtue of which the By-laws or Memorandum of association are not specific enough and it is necessary to specify the fields of activities within the unqualified trade. According to the Supreme Court of the Czech Republic, the existing companies shall correct it as well and make the change of the By-laws, otherwise they can be asked by the court maintaining the Commercial register. The Company therefore puts the By-laws in accordance with the resolution of the Supreme Court of the Czech Republic.
Ad 4) Proposed resolution:
The General assembly adopts the decision on change of the content of the By-laws, i.e. the existing Article 22 shall be replaced by Article 22 in the following wording:
Art. 22
Acting in the name of Company and signing
1. Each of the members of the board of directors acts in the name of Company independently.
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2. The member of the board of directors shall sign documents in the name of the Company, he shall state the business name of the Company endorsing this with his signature.
Reasoning:
The proposed modification of acting in the name of the company will enable the company to be more flexible and variable in acting.
This invitation has been executed in Czech and English version. In case of any discrepancies, the Czech version shall prevail.