Invitation to the regular general meeting of MAENTIVA Management, a.s.

The board of directors of MAENTIVA Management, a.s., ID number 241 981 29, with registered office in Prague 2, Nové Město, Vyšehradská 1349/2, zip code 128 00, registered in the commercial register maintained by the Municipal Court in Prague, in section B., file no. 17770 (hereinafter just "the company") convenes an ordinary general meeting of the company as follows:

Date of the general meeting: July 23, 2019 from 10:00 a.m

Venue of the general meeting: office of JUDr. Ilona Pavlasová, notary public in Písek, at Písek, Velké náměstí 116, zip code 397 01

Agenda:

1. Commencement.
2. Election of the bodies of the general meeting (chairman, recorder, verifier of minutes, scrutineer). 
   Proposal of the board of directors for the resolution of the general meeting and its justification: a specific proposal for the composition of the bodies of the general meeting will be formulated on the spot, it is impossible to predict with certainty who will be present by name.
3. Decision to reduce the company's share capital. 
   Proposal of the board of directors for the resolution of the general meeting and its justification: The general meeting approves the reduction of the company's share capital from the current amount of CZK 46,336,500 to the amount of CZK 10,000,000 (in words ten million Czech crowns), that is by the amount of 36,336,500 CZK. The reduction will be carried out as an effective way of withdrawing shares from circulation based on a public contract proposal for a maximum amount of CZK 36,336,500 (in words thirty-six million three hundred thirty-six thousand five hundred Czech crowns).

A. Reasons and purpose of the proposed reduction: 

Draining of excess working capital, simplification of the company's share structure, when it has a large number of shares with a relatively low nominal value.

B. The extent and manner of the proposed reduction: 

The share capital will be reduced within the range of the nominal values ​​of the shares that will be taken out of circulation, but at most by the amount of CZK 36,336,500 (thirty six million three hundred thirty six thousand five hundred Czech crowns), i.e. from the current amount of CZK 46,336,500 (in words forty-six million three hundred thirty-six thousand five hundred Czech crowns) for the amount of CZK 10,000,000 (in words ten million Czech crowns). Reduction below this amount is not allowed. The reduction of the share capital will be carried out for a fee by taking shares out of circulation based on a public contract proposal pursuant to § 532 of Act No. 90/2012 Coll. as amended (hereinafter referred to as "ZOK").

C. The method of disposal of the amount corresponding to the reduction of the share capital:

The amount corresponding to the reduction of the share capital will be paid to the shareholders as the purchase price of the shares transferred to the company based on the public offer of the share purchase agreement, and the company's assets will be reduced by it.

D. Payment amount: 

The amount of consideration for the transferred shares will correspond to their nominal value, i.e. for one ordinary share with a nominal value of CZK 1,000,000, the consideration will be CZK 1,000,000, for 1 ordinary share with a nominal value of CZK 10,000, the consideration will be CZK 10,000, for 1 ordinary share for a share with a nominal value of CZK 1,000, the payment will be CZK 1,000, for 1 ordinary share with a nominal value of CZK 500, the payment will be CZK 500. 

E. Public proposal of the contract and deadline for submission of shares:

The public draft of the contract will be published in the manner established by the ZOK and the company's articles of association no later than 30 days after the entry of this resolution in the commercial register. The binding period of this public proposal will be at least 30 days from the date of its publication. The deadline for the submission of shares will be two months from the effective date of the reduction of the share capital. The purchase price of the shares withdrawn from circulation will be payable no later than three months after the effective date of the capital reduction. 

F. Credentials of the Board of Trustees:

The general meeting authorizes the board of directors to submit a proposal to register the new amount of the share capital as well as the number and nominal value of the shares in the commercial register to the extent that the public proposal of the contract will be accepted by the shareholders.

The general meeting instructs the board of directors of the company to decide on the amendment of the articles of association in the part corresponding to the number of units and the nominal value of the issued shares and the resulting amount of the company's share capital as a result of the reduction of the share capital to the extent that the public contract proposal will be accepted by the shareholders.

G. Declaration:

As a result of the reduction of the share capital, there will be no deterioration in the collectability of creditors' claims and the conditions according to § 518, paragraph 3 of the ZOK will not be fulfilled.

H. Rationale for the proposal:

The presented proposal to reduce the share capital is essentially the simplest solution for streamlining the company's shareholder structure in a situation where the retained earnings of the company and the state of its own capital allow for a smooth payment of the nominal values ​​of the shares, where the shareholders will use the proposal to buy them back.  

Conditions for the exercise of shareholder rights at the general meeting:

1. Proof of identity with a valid official ID, in the case of legal entities also with an extract from the register or other proof of the existence of the company, in the case of representation when participating in the meeting of the general meeting, also the presentation of the original power of attorney granted by the shareholder. 
2. For registered shares, the shareholder's entry in the list of shareholders on the day of the general meeting is sufficient for participation. 
   
   The Board of Directors of MAENTIVA Management, a.s.