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Moneta Money Bank A.S.

Pre-Annual General Meeting Information Oct 17, 2024

1045_rns_2024-10-17_8f778774-51e8-4ec1-ae34-59c7f0f19bb2.pdf

Pre-Annual General Meeting Information

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NOTICE OF GENERAL MEETING

OF MONETA MONEY BANK, A.S.

OF 19th NOVEMBER 2024

WITH SUPPORTING DOCUMENTS

INDEX

I. NOTICE OF THE GENERAL MEETING & PROPOSED AGENDA ITEMS

  • A. AGENDA OF THE GENERAL MEETING
  • B. PROPOSALS FOR RESOLUTIONS OF THE GENERAL MEETING AND REASONING

GENERAL MEETING ORGANIZATION

CORPORATE GOVERNANCE

DIVIDEND DISTRIBUTION

KEY INFORMATION FOR PARTICIPATION AT THE GENERAL MEETING

  • C. RECORD DATE FOR PARTICIPATION AT THE GENERAL MEETING AND KEY DATES
  • D. HOW DO I DETERMINE WHETHER I'M A BENEFICIAL OR REGISTERED SHAREHOLDER/CUSTODIAN OR TRUSTEE?
  • E. HOW TO ATTEND THE GENERAL MEETING?
  • F. PRESENCE VOTING
  • G. CORRESPONDENCE VOTING
  • H. REPRESENTATION BY PROXY
  • I. RIGHTS OF SHAREHOLDERS RELATING TO PARTICIPATION AT THE GENERAL MEETING AND EXERCISE THEREOF
  • J. QUESTIONS

II. ATTACHMENTS AND SUPPORTING DOCUMENTS TO AGENDA ITEMS

  • a. CV of Mr. Clare Ronald Clarke, candidate to Supervisory Board
  • b. CV of Mr. Denis Arthur Hall, candidate to Supervisory Board and to Audit Committee
  • c. CV of Mrs. Zuzana Prokopcová, candidate to Supervisory Board
  • d. CV of Mrs. Kateřina Jirásková, candidate to Audit Committee
  • e. Opinion of Supervisory Board to dividend distribution proposal
  • f. Rules of Procedure of the General Meeting

III. BALLOT CARDS & POWER OF ATTORNEY FORM

  • g. Correspondence Ballot Card for Shareholder
  • h. Correspondence Ballot Card for Shares Administrator
  • i. Power of Attorney Form

IV. KEY DATES & GDPR

j. Information on processing of personal data of shareholders and their representatives

V. PARTICIPATION & VOTING INSTRUCTIONS

  • k. Manual for Presence Participation at the General Meeting
  • l. Manual for Correspondence Voting for Shareholders/Custodians
  • m. Manual for Correspondence Voting for Shares Administrators

English translation of Czech official version In case of discrepancy, Czech version prevails

NOTICE OF GENERAL MEETING

The Management Board of MONETA Money Bank, a.s. ID number: 256 72 720, with its registered office at Vyskočilova 1442/1b, Michle, 140 00, Prague 4, registered in the Commercial Register maintained by the Municipal Court in Prague under file No. B 5403, hereby convenes General Meeting of MONETA Money Bank, a.s. to be held on 19. 11. 2024 at 10 a.m. at the registered seat of the Company at Vyskočilova 1442/1b, Prague 4, Postal Code 140 00.

Should you have any questions, please do not hesitate to contact us at [email protected].

A. AGENDA OF THE GENERAL MEETING

GENERAL MEETING ORGANIZATION

  1. Election of Persons Involved in the Organization of the General Meeting

CORPORATE GOVERNANCE MATTERS

    1. Election of Members of the Supervisory Board
    1. Election of Members of the Audit Committee

DIVIDEND DISTRIBUTION

    1. Opinion of the Supervisory Board on Resolution on Distribution of Dividend
    1. Resolution on Distribution of Dividend of MONETA Money Bank, a.s.

B. PROPOSALS FOR RESOLUTIONS OF THE GENERAL MEETING AND REASONING

GENERAL MEETING ORGANIZATION

1. Election of Persons Involved in the Organization of the General Meeting

Reasoning: For the organizational purposes the General Meeting shall elect its Chairman, Minutes Clerk, two Minutes Verifiers and Scrutineers, unless the General Meeting decides otherwise.

Resolution proposal: The General Meeting elects Mr. Karel Dřevínek as the Chairman of the General Meeting, Mrs. Dominika Bubeníčková as the Minutes Clerk, Mr. Jiří Bureš and Mr. Pavel Mrázek as the Minutes Verifiers, and Mr. Petr Brant and Mr. Milan Vácha as the Scrutineers.

CORPORATE GOVERNANCE MATTERS

2. Election of members of the Supervisory Board

Reasoning: The current members of the Supervisory Board, Mr. Clare Ronald Clarke, Mr. Denis Arthur Hall and Mr. Michal Petrman have completed their term of office on the Supervisory Board of MONETA Money Bank, a.s. as of 2 September 2024. In order to ensure the full composition of the Supervisory Board as of 3 September 2024, the Supervisory Board appointed (co-opted) Mr. Clare Ronald Clarke and Mr. Denis Arthur Hall and (in place vacated by Mr. Michal Petrman) Mrs. Zuzana Prokopcová (current member of the Audit Committee) as substitute members of the Supervisory Board until the date of the next General Meeting.

A proposal is hereby submitted to the General Meeting for the re-election of Mr. Clare Ronald Clarke and Mr. Denis Arthur Hall as members of the Supervisory Board of MONETA Money Bank, a.s. and for election of Mrs. Zuzana Prokopcová as member of the Supervisory Board.

The Nomination Committee of the Supervisory Board has reviewed the suitability and qualifications of above mentioned candidates to the Supervisory Board and has concluded that, in the event of their election, the qualifications and suitability for further work on the Supervisory Board of MONETA Money Bank, a.s. will continue to be met, both individually and within the Supervisory Board as a whole, and thus proposes candidatesfor election to the Supervisory Board. The Supervisory Board agreed with this proposal and the Management Board proposes to the General Meeting the election of Mr. Clare Ronald Clark, Mr. Denis Arthur Hall and Mrs. Zuzana Prokopcová to the Supervisory Board of MONETA Money Bank, a.s.

Mr. Clare Ronald Clarke worked in top positions as HR Manager at Pfizer and Warner-Lambert, was Managing Director of the HR Division at O2 Czech Republic and contributed significantly to the successful operation of the Supervisory Board during the challenging period of MONETA Money Bank, a.s. independence from the GE Group.

Mr. Denis Arthur Hall previously held senior management positions as Chief Risk Officer at Citibank, Deutsche Bank and GE Capital International and continues to hold senior management positions in both executive and supervisory bodies of major financial institutions.

Mrs. Zuzana Prokopcová worked successfully for a long time in the international consulting company PricewaterhouseCoopers from the so-called Big Four, and subsequently she was Deputy Chairman of the Management Board and CFO of Czech Aeroholding, a leading company in the field of air transport. She is currently a member of the Supervisory Board of Czech Television and the Audit Committee of Kofola ČeskoSlovensko a.s.

All three proposed candidates enjoy an excellent reputation and have a wealth of experience and professional qualifications. According to the Supervisory Board Nomination Committee, the proposed candidates meet the qualifications for the position of a member of the Supervisory Board set out in Czech legislation. The CV´s of the proposed candidates are attached to this notice and has been published together with this notice on the website of MONETA Money Bank, a.s. at https://investors.moneta.cz/general-meeting.

If elected, the performance of the duties of members of the Supervisory Board will be governed by the performance of duties agreement in the wording of the model agreement on the performance of duties of a member of the Supervisory Board and in accordance with the internal regulations on remuneration of members of the Supervisory Board as approved by the General Meeting of MONETA Money Bank, a.s.

The shareholders of MONETA Money Bank, a.s. are entitled to submit their proposals for additional candidates for the position of Supervisory Board member prior to the General Meeting or at the General Meeting, as the case may be, provided that such shareholder proposals, if any, shall be voted on in the order in which they are submitted, as the case may be, after the candidates proposed by the Management Board have been voted on.

Resolution
proposal:
The General Meeting elects Mr. Clare Ronald Clarke, born on 30 September 1957, residing at
Ztracená 1393, Stará Boleslav, 250 01 Brandýs nad Labem-Stará Boleslav, as a member of the
Supervisory Board of MONETA Money Bank, a.s.
Resolution
proposal:
The General Meeting elects Mr. Denis Arthur Hall, born on 9 November 1955, residing at HP84SS
Chalfont St Giles, Buckinghamshire, 6 Barrington Park Gardens, United Kingdom of Great Britain
and Northern Ireland, as a member of the Supervisory Board of MONETA Money Bank, a.s.
Resolution
proposal:
The General Meeting elects Mrs. Zuzana Prokopcová, born on 24 February 1974, permanently
residing at Podskalská 1252/24, Nové Město, 128 00 Prague 2, as a member of the Supervisory
Board of MONETA Money Bank, a.s.

__________________________________________________________________________

3. Election of members of the Audit Committee

Reasoning: The current members of the Audit Committee, Mr. Denis Arthur Hall and Mr. Michal Petrman have completed their term of office on the Audit Committee of MONETA Money Bank, a.s. on 2 September 2024. In order to ensure the full membership of the Audit Committee with effect from 3 September 2024, the Audit Committee appointed (co-opted) Mr. Denis Arthur Hall and (in place vacated by Mr. Michal Petrman) Mrs. Kateřina Jirásková (current member of the Supervisory Board) to be substitute members of the Audit Committee until the General meeting.

A proposal is submitted to the General Meeting for the re-election of Mr. Denis Arthur Hall as a member of the Audit Committee of MONETA Money Bank, a.s. and for election of Mrs. Kateřina Jirásková as a member of the Audit Committee.

The Nomination Committee of the Supervisory Board has reviewed the suitability and qualifications of candidates to the Audit Committee and has concluded that, in the event of their election, the qualifications and suitability for the continued operation of the Audit Committee of MONETA Money Bank, Inc. will continue to be met both individually and within the Audit Committee as a whole and thus proposes them as candidatesfor election to the Audit Committee. The Supervisory Board agreed with this proposal and the Executive Board proposes to the General Meeting the election of Mr. Denis Arthur Hall and Mrs. Kateřina Jirásková as members of the Audit Committee of MONETA Money Bank, Inc.

Mr. Denis Arthur Hall previously held senior management positions as Chief Risk Officer at Citibank, Deutsche Bank and GE Capital International and continues to hold senior management positions in both executive and supervisory bodies of major financial institutions.

Mrs. Kateřina Jirásková has extensive experience in executive and non-executive positions in the PPF Group, both in the financial sector and in other sectors. Mrs. Kateřina Jirásková's credibility, reliability and experience provide a guarantee of proper performance as a member of the Audit Committee

Both of the proposed candidates enjoy an excellent reputation and have a wealth of experience and professional qualifications that have proven themselves within the current composition of the Audit Committee.

According to the Nomination Committee of the Supervisory Board, the proposed candidate meets the qualifications for serving as a member of the Audit Committee set out in Czech law. The curriculum vitae of the proposed candidate is attached to this notice and has been published together with this notice on the website of MONETA Money Bank, a.s. at https://investors.moneta.cz/general-meeting.

If elected, the performance of duties as members of the Audit Committee will be governed by the performance agreement as amended by the model agreement on performance of duties as a

member of the Audit Committee and in accordance with the internal regulations on remuneration of members of the Audit Committee as approved by the General Meeting of MONETA Money Bank, a.s.

The shareholders of MONETA Money Bank, a.s. are entitled to submit their proposals for additional candidates for the position of Audit Committee member prior to the General Meeting or at the General Meeting, as the case may be, provided that such shareholder proposals, if any, shall be voted on in the order in which they are submitted, as the case may be, following the voting on the candidates proposed by the Management Board.

Resolution proposal: The General Meeting elects Mr. Denis Arthur Hall, born on 9 November 1955, residing at HP84SS Chalfont St Giles, Buckinghamshire, 6 Barrington Park Gardens, United Kingdom of Great Britain and Northern Ireland, as a member of the Audit Committee of MONETA Money Bank, a.s.

Resolution proposal: The General Meeting elects Mrs. Kateřina Jirásková, born on 15 January 1974, residing at Zvonická 710/3, Dejvice, 160 00 Prague 6, as a member of the Audit Committee of MONETA Money Bank, a.s.

DIVIDEND DISTRIBUTION

4. Opinion of the Supervisory Board on Resolution on Distribution of Dividend

Reasoning: Consideration of the Supervisory Board's opinion on the proposal for distribution of dividend by the General Meeting is required by the Company's Articles of Association. The Supervisory Board reviewed the proposal for distribution of dividend and recommends it for approval by the General Meeting.

The opinion of the Supervisory Board has been published together with this notice on the website of MONETA Money Bank, a.s. at https://investors.moneta.cz/general-meeting.

The General Meeting does not vote on the Supervisory Board's opinion on the proposal to distribute dividends.

5. Resolution on Distribution of Dividend of MONETA Money Bank, a.s.

__________________________________________________________________________

Reasoning: According to Article 8, paragraph 2, letter n) of the Articles of Association and Section 421, paragraph 2, letter h) of the Commercial Corporations Act, the General Meeting is responsible for deciding on the distribution of dividend of MONETA Money Bank, a.s. Pursuant to Article 13(2)(i)(ii) of the Articles of Association and Section 435(4) of the Companies Act (i.e. resolution on distribution of profit). The proposal for the distribution of dividend shall be submitted by the Management Board. The Supervisory Board has reviewed the proposal for dividend distribution and recommends it to the General Meeting for approval (see item 4. of this notice above).

In view of the results of MONETA Money Bank, a.s. and its sufficient dividend capacity and capital adequacy, the Management Board proposes for approval by the General Meeting additional distribution of dividend of MONETA Money Bank, a.s. in the total amount of CZK 1,533,000,000.00, thus CZK 3.00 per share. The proposed distribution of dividend is determined, from accounting point of view, on the basis of the annual separate financial statements of MONETA Money Bank, a.s., drawn up as at 31 December 2023 and audited by the auditor, which were already approved by the General Meeting on 23 April 2024. The proposed dividend will be paid from the retained earnings account. After the distribution of the proposed dividend, the MONETA Money Bank, a.s. will continue to meet all capital requirements pursuant to applicable laws and recommendations of the Czech National Bank, including management buffer.

The annual separate financial statements of MONETA Money Bank, a.s., prepared as at 31 December 2023 and audited by the auditor, show a profit after tax of CZK 5,379,725,188.02 of which, on the basis of the resolution of the General Meeting of MONETA Money Bank, a.s. held on 23 April 2024, the amount of CZK 4,599,000,000 was distributed to the shareholders of MONETA Money Bank, a.s. as a share of profit (dividend) and the amount of CZK 780,725,188.02 was transferred to the account of retained earnings of MONETA Money Bank, a.s. from previous years. The balance of the retained earnings account of MONETA Money Bank, a.s. from previous years thus amounts to CZK 17,423,053,769.35.

The amount of the dividend proposed to the General Meeting for approval corresponds to the dividend targets announced by the Management Board in accordance with the dividend policy of MONETA Money Bank, a.s, is in line with the capital management plan of MONETA Money Bank, a.s. and maintains the level of capital adequacy and capital requirements at the level required by

the relevant legislation and regulatory rules, as well as at the level corresponding to the risks undertaken and the planned development of MONETA Money Bank, a.s.

The record date for exercising the right to a share in the profits of MONETA Money Bank, a.s. is, in accordance with Section 351 of the Commercial Corporations Act and Article 5, Paragraph 5 of the Articles of Association, the fourth business day following the date of the General Meeting that decided on the distribution of dividend, i.e. 25 November 2024.

If the decision on the distribution of dividend is approved, detailed information on the dividend payment will be further provided on the website of MONETA Money Bank, a.s. at https://investors.moneta.cz/dividend.

Resolution proposal: The General Meeting approves, based on the annual separate financial statements of MONETA Money Bank, a.s., prepared as at 31 December 2023, the distribution of dividend (distribution of a portion of retained earnings) from the retained earnings account, in the total amount of CZK 1,533,000,000.

The share of the profit to be distributed to the shareholders of MONETA Money Bank, a.s. (dividend) per share before tax amounts to CZK 3.00. The record date for exercising the right to a share of profit (dividend) is 25 November 2024 (Monday). The right to the dividend will thus be vested only in the person who is listed as a shareholder in the extract from the register of book-entry shares of MONETA Money Bank, a.s. (ISIN: CZ0008040318) on the said record date. The dividend will be payable on 17 December 2024, when MONETA Money Bank, a.s. pays the dividend from its accounts in Czech crowns. The dividend will be paid by MONETA Money Bank, a.s. through Komerční banka, a.s., ID No.: 453 17 054, with registered office at Prague 1, Na Příkopě 33 No. 969, Postal Code 114 07, as payment intermediary, to the shareholder's account indicated in the register of book-entry shares of MONETA Money Bank, a.s.

KEY INFORMATION FOR PARTICIPATION AT THE GENERAL MEETING

C. RECORD DATE FOR PARTICIPATION AT THE GENERAL MEETING AND KEY DATES

th November 2024
12
The record date for participation at the General Meeting of MONETA Money Bank
("Record Date") - only shareholders in the record of book-entry shares at the close of
th November 2024 have the right to attend and vote at the General
business on 12
Meeting of the company.
We ask you to kindly note that the shareholders are entitled to cast their
correspondence votes since 18th October 2024, however, only votes that correspond to
th
the number of shares that the shareholders own as of the Record Date of 12
November 2024, will be taken into account.
19th November 2024 Date of General Meeting of MONETA Money Bank, a.s.
nd November 2024
22
Ex-dividend date (if a shareholder purchases shares of MONETA Money Bank on
Friday 22 November 2024 (with settlement date on 26 November 2024) he or she will
not be entitled to participate in profit – dividend of MONETA Money Bank).
25thNovember 2024 Record date for the right to participate in profit – dividend of MONETA Money Bank
(the right to participate in profit - dividend shall pertain only to those shareholders of
MONETA Money Bank registered in the record of book-entry shares at the close of
business on 25 November 2024. Such shareholder shall be entitled to participate in
MONETA's profit - dividend, if approved by the General Meeting).
  • D. HOW DO I DETERMINE WHETHER I'M A BENEFICIAL OR REGISTERED SHAREHOLDER/CUSTODIAN OR TRUSTEE?
    • Registered shareholders are persons or entities who are registered as shareholders in the statement of the register of book-entry shares of MONETA Money Bank, a.s., maintained by the Central Securities Depository Prague ("CSD") on the Record Date.
    • Beneficial shareholders are those shareholders who are not registered in the CSD on the Record Date and whose shares are held by the custodians on their behalf.
    • Custodians are entities that hold shares for the benefit of beneficial shareholders. They are either securities brokers, banks, custodians or nominees. They are recorded in the CSD as shareholders, so all the rules for registered shareholders apply to them.
    • Share administrators are entities that are entitled to exercise the rights of registered shareholders and this right is evidenced from the CSD.

E. HOW TO ATTEND THE GENERAL MEETING?

  • If you are a shareholder directly registered in the records of the CSD (registered shareholder) and you wish to:
    • o Attend the Meeting in person, please follow the steps described below in the section on Presence Voting or in the Manual for Presence Participation at the General Meeting, which is attached as Appendix k. to this notice,
    • o to vote by correspondence, please follow the steps described below under Correspondence Voting, or in the Manual for Shareholders/Custodians on Correspondence Voting, which is attached as Annex l. to this notice,
    • o to be represented at the General Meeting by your proxy who will attend the General Meeting in person, please follow the steps described below under Proxy Representation.
  • If you are a Shareholder who is not registered in the records of the CSD (but are nevertheless a Beneficial Shareholder) on the Record Date and you wish to:

  • o Attend the Meeting in person, please request a return proxy from the Custodian on whose behalf the Shares are registered and then follow the steps described below under Proxy Voting or in the Manual for Presence Participation at the General Meeting, which is attached as Appendix k. to this Notice,
  • o to vote by correspondence, please obtain a return proxy from the custodian in whose name the shares are registered and then follow the steps described below under Correspondence Voting or in the Manual on Correspondence Voting for Shareholders/Custodians, which is attached as Annex l. to this notice,
  • If you are a share administrator and wish to:
    • o Attend the Meeting in person by your employee/proxy, please follow the steps described in the section on Proxy Voting below or in the Manual for Presence Participation at the General Meeting, which is enclosed as Annex k. to this Notice,
    • o to vote by correspondence, please follow the steps described in the Correspondence Voting section below, or in the Manual on Correspondence Voting for Administrators, which is attached as Annex m. to this notice.

F. PRESENCE VOTING

Present shareholder shall register for voting:

  • Registration starts at the venue of the General Meeting at 9 a.m.
  • Upon the registration, shareholders and accompanying persons shall prove their identity with a valid proof of identity (such as identity card or passport).
  • Company/Legal entity A person entitled to act on its behalf shall also hand in an original or a certified copy of either
  • an excerpt from the relevant public register (not older than three (3) months; as regards shareholders domiciled in Czech Republic such would be e.g., excerpt from the Commercial Register), or
  • another document certifying the existence and right to act on behalf of the legal entity
  • EU entities company registration excerpt issued by relevant authority such as court,
  • US/UK and other domiciles relevant apostilled local document such as Good Standing Certificate, or Incumbency Certificate.
  • Proxy shall procure original or a certified copy of a written power of attorney with a notarised signature of the Recorded Shareholder fulfilling the requirements for the Power of Attorney stipulated below under point F.
  • All participants shall sign the attendance list upon which they receive ballot cards.
  • Along with any documents in a foreign language other than Czech, English or Slovak, the person submitting these documents is also required to hand in official translations of these documents into the Czech, Slovak or English language.

Please note that only one person (which is not a shareholder or a proxy) may accompany the Shareholder.

Instructions for presence participation at the General Meeting are provided as attachment k. to this notice.

G. CORRESPONDENCE VOTING

Please find the manuals on correspondence voting both for Recorded Shareholders/Custodians or Shares Administrators are provided as attachments l. and m. to this Notice.

If shareholder wants to use correspondence voting he/she shall deliver signed written correspondence ballot cards (hereinafter "correspondence ballot cards"). Templates of correspondence ballot cards are provided as attachments g. and h. to this notice.

The correspondence voting by ballot card(s) shall be made at the latest on 19. 11. 2024, 8 a.m. CET.

Bank published a correspondence ballot card form. The form is among the documents supporting this notice.

Please note that correspondence ballot cards are not meant for presence voting at the venue of the General Meeting.

Should you wish to modify the voting made by correspondence ballot card, you are kindly asked to attend the General Meeting in person at its venue.

(a) Timeframe

Please deliver the correspondence ballot card(s) to the below mentioned address of MONETA Money Bank, a.s.

between 18. 10. 2024, 9 a.m. CET, and 19. 11. 2024, 8 a.m. CET.

Please note that only votes

  • of those, who are shareholders as of the Record Date of 12. 11. 2024, and
  • delivered within the specified timeframe

will be taken into account.

(b) Address

We kindly ask shareholders to deliver the correspondence ballot card(s) to

MONETA Money Bank, a.s. General Meeting Vyskočilova 1442/1b 140 28 Prague 4 Michle Czech Republic

(c) Identification (Recorded Shareholder)

Shareholder must fill in the correspondence ballot card(s) with the

  • identification details of Recorded Shareholder, and
  • number of shares.

If proxy casts the vote on behalf of a Recorded Shareholder based on the power of attorney, the proxy shall state the identification information about both him/herself and about the Recorded Shareholder.

(d) Identification (Shares Administrator)

The Shares Administrator shall include its identification details on the correspondence ballot card(s).

Shares Administrator shall state the identification details regarding individual Recorded Shareholder(s) and number of their shares in a separate sheet attached to the correspondence ballot card(s).

Sample of filled correspondence ballot card:

Annual General Meeting of MONETA Money Bank, a.s.
to be held on [DATE]
Annual General Meeting of MONETA Money Bank, a.s.
to be held on [DATE]
CORRESPONDENCE BALLOT CARD CORRESPONDENCE BALLOT CARD
for correspondence voting of shareholders on the individual items for correspondence voting of shareholders on the individual items
of the agenda as listed in the Notice of the General Meeting of the agenda as listed in the Notice of the General Meeting
Shareholder or Proxy Identification Number:
PLEASE LEAVE BLANK, for internal purposes only
SHAREHOLDER / SHAREHOLDER'S PROXY IDENTIFICATION
Agenda No. Resolution Proposal Jan Novák
1 FOR
AGAINST
Resolution Proposal No. 1
Resolution Proposal is in the Notice of the General Meeting.
Shareholder's Full Name
2 FOR
AGAINST
Resolution Proposal No. 2
Resolution Proposal is in the Notice of the General Meeting.
1.1.1980
3 FOR
AGAINST
Resolution Proposal No. 3
Resolution Proposal is in the Notice of the General Meeting.
Date of Birth / Company Identification Number (or similar foreign ID)
Novákova 1 Praha 1 110 00
4 FOR
AGAINST
Resolution Proposal No. 4
Resolution Proposal is in the Notice of the General Meeting.
5 FOR
AGAINST
Resolution Proposal No. 5
Resolution Proposal is in the Notice of the General Meeting.
Address
100000 shares
FOR
AGAINST
6 Resolution Proposal No. 6
Resolution Proposal is in the Notice of the General Meeting.
Number of shares used for voting by this correspondence ballot card. Please leave blank if you wish to cast
Please continue to second page vote by all shares registered in the securities register of MONETA Money Bank, a.s. (ISIN: CZ0008040318) as of
the record date for the General Meeting.
If the Shareholder is represented by other person (proxy), following details must be filled:
Full Name of Shareholder's Proxy
Date of Birth / Company Identification Number (or similar foreign ID) of Shareholder's Proxy
Address of Shareholder's Proxy
Notarized or otherwise officially verified signature of Shareholder's Proxy *
· if the Proxy represents - by this correspondence ballot card - more persons together, please list those on
separate list attached to this correspondence ballot card
1 2

H. REPRESENTATION BY PROXY

Please find the Power of Attorney form is provided as attachment i. to this Notice and published along with it.

Proxy must deliver a Power of Attorney:

  • in writing, and
  • signed by authorised person (such as executive or representative of Shareholder or Shares Administrator),
  • bearing notarised (or otherwise officially verified) signature, and
  • stating whether it is just for this one or for more General Meetings.

The Proxy or shareholder may send the Power of Attorney by email to [email protected]. The sender must furnish such electronic message with verified electronic signature based on qualified certificate issued by an accredited provider of certification services. Such Power of Attorney attached to an email shall be in readable and verifiable PDF form.

Sample of filled Power of Attorney form:

I. RIGHTS OF SHAREHOLDERS RELATING TO PARTICIPATION AT THE GENERAL MEETING AND EXERCISE THEREOF

The General Meeting cannot adopt any resolution, unless shareholders of MONETA Money Bank, a.s. holding at least 50 % (fifty per cent) of the registered capital of MONETA Money Bank, a.s., i.e. CZK 5,110,000,000.00 plus one share are present in person or by a proxy or count as present.

(a) Number of shares and voting rights

  • The registered capital of MONETA Money Bank, a.s. amounts to CZK 10,220,000,000.00 and is divided into 511,000,000 ordinary registered book-entry shares (ISIN: CZ0008040318) with a par value of CZK 20.00 each.
  • All shares of MONETA Money Bank, a.s. have been admitted to trading on the regulated market Prime Market of Burza cenných papírů Praha, a.s. (Prague Stock Exchange).
  • Each share of MONETA Money Bank, a.s. carries one vote.
  • A total number of all votes is 511,000,000.

(b) Right to explanation

  • Each shareholder has the right to request and receive at the General Meeting an explanation of issues relating to MONETA Money Bank, a.s. or entities controlled thereby, if he/she needs such explanation to review items on the agenda of the General Meeting or to exercise his/her rights at the General Meeting.
  • Shareholder makes the request for explanation at the General Meeting
    • (i) in writing via correspondence
    • (ii) in writing and places the request at a designated place, or

(iii) orally upon notice by the Chairman of the General Meeting or a person authorised by the Management Board to chair the General Meeting until the election of the Chairman of the General Meeting.

  • Answer to similar questions may be provided in the form of one summary answer.
  • The shareholder may receive an explanation also through the website of MONETA Money Bank, a.s. no later than one day before the General Meeting. This information will be in such case available to the shareholders at the venue of the General Meeting.
  • If the explanation cannot be provided due to its complexity at the General Meeting, the Bank will provide the shareholders of MONETA Money Bank, a.s. with it within 15 days after the General Meeting by posting the wording of the answer on the website of MONETA Money Bank, a.s.
  • (c) Right to make proposals and counterproposals
    • Each shareholder has the right to make proposals and counterproposals in relation to items on the agenda of the General Meeting.
    • Please note that the General Meeting shall always first discuss and adopt resolutions on proposals submitted by the Management Board and then discuss and adopt resolutions on other proposals in order as submitted.
    • If the proposal is approved, the General Meeting does not vote on remaining proposals.
  • (d) Right of qualified shareholders to request any matter to be included in the agenda of the General Meeting
    • Upon request of a qualified shareholder holding shares representing at least 1 % of the registered capital and provided that each matter is supported by a reasoning or a resolution proposal and is delivered no later than 10 days before the Record Date, the Management Board shall include the matters specified by this shareholder on the agenda of the General Meeting.
    • If a request of qualified shareholder is delivered after the publishing of the notice of General Meeting, but not later than 10 days before the Record Date, the Management Board shall publish an addendum to the agenda of the General Meeting no later than 5 days before the Record Date in the Commercial Bulletin and on the website of MONETA Money Bank, a.s.
  • (e) Manner and place for obtaining documents related to the General Meeting

Management Board informs shareholders of MONETA Money Bank, a.s. that related documents, such as

  • the Notice of General Meeting, including the proposed resolutions and reasoning thereof,
  • further documents submitted in relation to the agenda of the General Meeting,
  • texts of any shareholder proposals or counterproposals, and
  • information regarding the total number of shares and the total number of votes as of the date of publishing of the notice of General Meeting,

are all published on the dedicated part of the website of MONETA Money Bank, a.s. at

https://investors.moneta.cz/general-meeting,

for a period starting at least 30 days before the date of the General Meeting and ending no sooner than 30 days after the General Meeting and are for the same period also available to the shareholders for inspection at the seat of MONETA Money Bank, a.s. on business days from 9 a.m. to 5 p.m. CET.

J. QUESTIONS

Any questions relating to the participation at the General Meeting may be submitted in the Czech, Slovak or English language by e‐mail sent to [email protected].

Management Board of MONETA Money Bank, a.s.

Mr. Tomáš Spurný Mr. Jan Friček Chairman of the Management Board and CEO Member of the Management Board and CFO

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