AI Terminal

MODULE: AI_ANALYST
Interactive Q&A, Risk Assessment, Summarization
MODULE: DATA_EXTRACT
Excel Export, XBRL Parsing, Table Digitization
MODULE: PEER_COMP
Sector Benchmarking, Sentiment Analysis
SYSTEM ACCESS LOCKED
Authenticate / Register Log In

Philip Morris CR A.S.

Pre-Annual General Meeting Information Mar 27, 2024

1044_rns_2024-03-27_90fefe44-7b0d-4390-aac7-0b16284907e3.pdf

Pre-Annual General Meeting Information

Open in Viewer

Opens in native device viewer

DRAFT RESOLUTIONS OF THE ORDINARY GENERAL MEETING

of

Philip Morris ČR a.s.,

whose registered office is at Kutná Hora, Vítězná 1, postcode: 284 03, identification number: 14803534, registered in the Commercial Register maintained by the Municipal Court in Prague, Section B, File 627

(the "Company"),

presented by the Board of Directors of the Company in relation to points 2, 3, 4, 5, 6, 7, 8, 9 and 10 of the agenda of the Ordinary General Meeting

to be held at the registered office of the Company in Kutná Hora, Vítězná 1, postcode: 284 03

at 10:00 a.m. on 30 April 2024

(the "General Meeting")

Note: The English version of this document is published for informational purposes only. The prevailing version of this document is the version published in the Czech language.

  • 1. Point 2 of the agenda of the General Meeting – Election of the Chairperson of the General Meeting, Minutes Clerk, Minutes Verifiers and Scrutineers, and approval of the Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting
  • 1 . 1. T h e B o a rd o f Di re c t or s of th e Co mp a ny p ro po s es th at th e G e n er al M e et in g a do pt s th e f ol lo wi ng re so lut io ns r eg a r din g th e b o di es o f t he G e n e r al M e eti ng :

"Mgr. Martin Hájek is elected as Chairperson of the General Meeting."

"Zuzana Dušková is elected as Minutes Clerk of the General Meeting."

"The following persons are elected as Minutes Verifiers of the General Meeting:

  • (i) Milan Vácha; and
  • (ii) Beata Pöthe."

"The following persons are elected as Scrutineers of the General Meeting:

  • (i) Petr Brant; and
  • (ii) Ing. Martin Hlaváček."
  • 1 . 2. T h e B o a rd o f Di re c t or s of th e Co mp a ny p ro po s es th at th e G e n er al M e et in g ad op ts th e f ol lo wi ng r es ol uti on r e g a rdi ng t h e R ul es o f P ro c e du r e an d V otin g R ul es Ap pli c a ble t o Pr o c e edi ng s at th e Ge n e r al M e et in g :

"The General Meeting approves the Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting of Philip Morris ČR a.s. in the wording submitted by the Board of Directors of the Company, which form Schedule 2 to this Invitation to the General Meeting:

RULES OF PROCEDURE AND VOTING RULES Applicable to Proceedings at the General Meeting of Philip Morris ČR a.s. to be held on 30 April 2024

Section 1 Basic Provisions

  • 1. In accordance with Act No. 90/2012 Coll., on Companies and Cooperatives (the Corporations Act), as amended (the "Corporations Act"), these Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting of Philip Morris ČR a.s. (the "Company") govern the manner of registering the Company's shareholders, the proceedings of the General Meeting, the method in which shareholders exercise their rights at the General Meeting and the method of voting at the General Meeting.
  • 2. For the purposes of these Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting, a "shareholder" also means a shareholder's proxy unless stipulated otherwise.
  • 3. Should the interpretation of any provision of these Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting be unclear or should a

situation occur that is not provided for by generally binding legislation, the Company's Articles of Association or these Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting, the further proceedings of the General Meeting shall be decided on by the Chairperson of the General Meeting in compliance with the principles of the legal regulation of joint-stock companies contained in applicable law.

Section 2 Registration of Shareholders

  • 1. Registration desks are set up for registering shareholders in an attendance list and for issuing identification cards and voting ballots to shareholders. By signing the registration card, each shareholder confirms that the shareholder was given the voting ballots and an identification card with an identification number corresponding to the number on the registration card. If any of the shareholders loses the shareholder's identification card, the registration desk will re-issue the identification card at the shareholder's request at any time during the General Meeting.
  • 2. Shareholders' attendance will be registered throughout the duration of the General Meeting. At registration, authorised persons at the registration desks will verify the identity of the shareholders and their right to attend and vote at the General Meeting. Shareholders who sign the attendance list and do not express their will to end their attendance at the General Meeting by a written statement made at a registration desk are considered present for the entire duration of the General Meeting. If registration in the attendance list is refused, the fact of such refusal and its reason will be recorded in the attendance list.

Section 3

Rules of Procedure

  • 1. The General Meeting shall be opened and presided over by the person convening the General Meeting or a person appointed by that person until the election of the Chairperson. If the General Meeting is convened by a collective body, this body must authorise one of its members (or resolve to authorise another person) to preside over the General Meeting until the Chairperson is elected or, as the case may be, if no Chairperson of the General Meeting is elected. The task of the person convening the General Meeting or the person appointed by that person is to ensure that the General Meeting elects the Chairperson of the General Meeting, a minutes clerk, one or several verifiers of the minutes and a person or persons charged with counting the votes (scrutineers). Following the election of the Chairperson of the General Meeting, the General Meeting shall be further conducted by this Chairperson.
  • 2. At the General Meeting, shareholders are entitled to require and obtain from the Company explanations in respect of matters relating to the Company and the entities controlled by the Company, should any such explanation be necessary for assessing matters on the agenda of the General Meeting or for the exercise of the shareholder rights at the General Meeting. Shareholders may request the explanations mentioned in the previous sentence in writing. Shareholders are entitled to file proposals and counterproposals in relation to the points on the agenda of the General Meeting. Proposals submitted by the Board of Directors or the Supervisory Board are voted on first. If these proposals are not adopted or presented, shareholders' (counter)proposals are voted on. Shareholders, members of the Board of Directors and members of the Supervisory Board may raise a protest concerning a resolution of the General Meeting.
  • 3. The explanation may be provided in the form of a summary response to several similar issues. It shall be deemed that shareholders have been provided with an

explanation even if the relevant information (the supplementing explanation in respect of individual points on the agenda of the General Meeting) is published on the Company's website no later than on the day preceding the date of the General Meeting and is available to the shareholders at the venue of the General Meeting. If the information is provided to the relevant shareholder, every other sharehold er may also request such information without having to follow the procedure applicable to the exercise of the right to an explanation described above.

  • 4. Shareholders may also file their proposals in relation to the issues which are to be included on the agenda of the General Meeting before the invitation to the General Meeting is published. Proposals delivered to the Company no later than five days before the publication of the invitation to the General Meeting shall be published by the Board of Directors, including an opinion of the Board of Directors, along with the invitation to the General Meeting, on the Company's website. Section 3 (5) of these Rules of Procedure and Voting Rules Applicable to Proceedings at the General Meeting shall apply analogously to the proposals delivered after this time limit.
  • 5. Any proposals and counterproposals delivered to the Company no later than three days before the General Meeting shall be published by the Board of Directors without undue delay on the Company's website. If the proposals and counterproposals contain justifications, the Board of Directors shall also publish these justifications along with them. If the proposals and counterproposals are delivered at the latest five days before the General Meeting, the Board of Directors shall also publish its opinion on the received proposals and counterproposals without undue delay. A shareholder may submit proposals and counterproposals on matters on the agenda of the General Meeting also directly at the General Meeting.
  • 6. Issues not included in the agenda of the General Meeting may only be discussed or decided on at the General Meeting if all shareholders of the Company agree with this.
  • 7. Shareholders may file their requests for explanations, proposals, counterproposals and, if applicable, protests, either in writing on a comment slip or orally at the invitation of the Chairperson of the General Meeting after proving their identity based on an identification card. The comment slip must contain the shareholder's identification number (as specified in the identification card) and the shareholder's signature. Shareholders must submit the comment slips to the information centre. When submitting a comment slip, the shareholder must prove the shareholder's identity by presenting the shareholder's identification card.
  • 8. The General Meeting's information centre will number the comment slips according to the order in which they are received and will hand them over to the Chairperson of the General Meeting.
  • 9. The Chairperson of the General Meeting decides on who is entitled to take the floor. A member of the Board of Directors and a member of the Supervisory Board must be permitted to take the floor whenever they request this. If anyone disturbs the proceedings of the General Meeting, the Chairperson of the General Meeting may reprimand this person and, if they fail to change their behaviour even after being reprimanded, the Chairperson of the General Meeting may interrupt the General Meeting until order is restored.

Section 4

Voting Rules

1. Voting is performed by means of ballots, which the shareholders receive upon registration or, as the case may be, during the General Meeting based on an instruction of the Chairperson of the General Meeting. Each time before votes are cast, the Chairperson of the General Meeting will inform the shareholders of the resolution which is being voted on and which ballot should be used for this purpose. Each shareholder will indicate the relevant answer on the ballot by marking the chosen answer with a cross and by signing the ballot. If a shareholder is to use a substitute ballot or a ballot which the shareholder received during the course of the General Meeting based on an instruction of the Chairperson of the General Meeting, the shareholder must also fill in a number of the ballot announced by the Chairperson of the General Meeting. If using a ballot which the shareholder received during the course of the General Meeting based on an instruction of the Chairperson of the General Meeting, the shareholder must also fill in the shareholder's own identification number (as specified in the identification card).

  • 2. Ballots which are not signed, ballots without a ballot number or with an incorrect ballot number and ballots containing no identification number or an incorrect identification number are invalid. Ballots which are torn, crossed-out, rewritten or otherwise invalidated (i.e. containing illegible or unclear information) will also be considered invalid. If a shareholder makes a mistake when filling in a ballot, the shareholder must ask a person charged with counting the votes (the "Scrutineer") for assistance. The shareholder may then correct the ballot in the presence of the Scrutineer and both of them must then confirm the correction by signing the ballot, or the Scrutineer may give the shareholder a new ballot.
  • 3. After collecting the ballots, the Scrutineers will immediately start counting the votes. As soon as they ascertain that the number of votes necessary for making the decision on the proposed resolution has been achieved, they will inform the Chairperson of the General Meeting accordingly. The Scrutineers will then continue counting the remaining votes. The complete results will be recorded in the minutes of the General Meeting and, possibly, announced during the General Meeting. A record of the General Meeting's quorum has to be made when votes are taken on each draft resolution."
  • 2. Point 3 of the agenda of the General Meeting – The Report of the Board of Directors on the Business Activities of the Company, the Report on Relations between the Controlling Entity and the Controlled Entity and between the Controlled Entity and Entities Controlled by the Same Controlling Entity, the Report on Corporate Governance of the Company and the Summary Explanatory Report concerning certain matters mentioned in the 2023 Annual Financial Report of the Company, the proposal for the approval of the 2023 ordinary financial statements and the 2023 ordinary consolidated financial statements, and the proposal for the distribution of profit for the year 2023 and a part of the retained earnings from prior years, including an indication of the amount of profit shares

Si n c e p oi nt 3 o f t he ag e nd a of th e G en e r al M e eti ng is dis c us s ed but no t v ot e d o n, a nd t h e ref o r e no r es olu tio n is a do pt ed th e r eo n , th e Com p an y' s B o ar d o f Di r e ct or s s ub mit s th e f oll o win g st at e me nt .

Si mil a rl y as i n p r ev io us y e a rs , t h e B oa r d o f Di r e ct or s of th e Com p an y h a s pr e p ar e d a nd sub mit s t o t h e s h a r eho ld e rs th e R ep o rt on t he Bu si n ess A c ti vit ie s o f th e Co mp a ny . Fu rt her m or e , in a c co rd an c e wit h th e r e q ui r em en t s e t o ut in S e cti on 11 8 ( 6) of A c t No . 2 56 /20 0 4 C o ll ., on C a pit al M a r ke t Un d e rt ak in gs , a s am e nd e d (t h e " Capi t al M a rk e t U nd e r taki ng s A ct "), t h e B o ar d o f Di r ec t or s su bmi ts to t h e sh a r e hol d e rs t h e R e po rt on Co rp o r at e G ov e rn a n c e a nd t h e S umm a r y E xpl a n at or y R e po rt c on c e rn in g c e r t ai n m att e r s p urs u an t to S ec ti on 11 8 (4 ) a nd ( 5) o f t h e Ca pi ta l M ar k et Un d e rt ak in gs A c t . T h e R ep or t o n Co rp o r at e G o v er n an c e , i n clu di ng th e Sum m ar y Ex pl a n ato r y R e po rt , t h e R e po rt on t h e Bus in e ss A ct iv iti e s o f th e Co mp a ny as w ell as th e R e po rt o n R el a tio ns b et w e en t h e C on tr oll in g En ti ty a n d t he C ont r oll e d Ent it y an d b e tw e e n t h e Co nt ro ll ed Ent ity an d E nt iti e s C on tr oll e d b y t h e S am e C on tr oll in g Ent ity (t h e " R ep or t on R e la ti on s " ) p r ep a re d p ur su a nt to S e cti on 8 2 e t s e q. of th e C o rp or a tion s A ct a re a ll co nt ai n ed in t h e A n nu al Fin a n ci al R e po rt o f th e Comp a ny f o r th e 20 23 c al e nd a r y e a r a c c o unt in g p er io d .

T h e Bo a rd o f Di r ec t or s h as als o a r r an g ed fo r th e p r e par a ti on o f th e o r di na r y fi n an ci a l st at e m ent s of t h e C om p an y fo r th e 2 02 3 c a l en d a r ye a r a c c o unt in g p e ri od an d of th e o rd in a ry c o ns oli d at ed f in a nci al st at e m ent s o f th e C om pa ny f or t h e 2 02 3 ca l en dar y e a r a c co unt in g p e ri od , an d fo r t h e v e ri fi c at io n o f t h es e fi n an ci al st ate m e nts by a n au dito r , all o f t he a b ov e i n a c c or d an ce w ith t h e r e le v an t l e g al a nd a c co un ting r eg ul at io ns r e q ui ri ng th e p r e par a ti on o f t he s e do cu m ent s. Th e Bo a rd o f Di r e ct o rs s ub mit s t h e ab ov e -m e nti on e d d o cu m en ts , wh ic h al so f o rm p a rt o f t h e 2023 An nu a l Fin a nc i al R ep or t o f t h e C om pa ny , t o t h e Ge n e r al M e eti ng f o r di s cu ssi on . N o v ot in g i s a nti ci p at ed un de r t his p oi nt o f t he ag e nd a .

T h e C omp a ny 's e c on om ic r e sul t f o r the 2 02 3 c al en d ar y ea r a c c ou nti ng p e ri od i s a p ro f it of CZ K 3, 33 8, 99 8, 54 1 .1 3.

T h e B o ar d o f Di re c t or s p r op os es tha t t h e G en e r al Me e ti ng o f t he C om pa ny ap p ro v es t h e R e po rt o f t he Bo a r d o f Di r e cto r s on t h e B us in es s A c ti vit ie s o f th e C om pa ny , t h e o rd in a r y fin a n ci al st ate m e nts o f th e C om pa ny fo r th e 20 2 3 c al en d a r ye a r a c c o unt in g p er io d, th e o rd in a ry c o ns oli d at ed fin a n ci al s ta t em en ts o f t he C om p an y fo r th e 2 0 23 c al e nd ar y e a r a c co un tin g per i od , an d th e p ro pos a l f o r t h e di st ri but io n o f pr o fit f o r t h e y e a r 2 02 3 an d a p a rt o f t he r eta i n ed e a rni ng s f rom p rio r y e ar s, i n clu di ng an in di c at io n of t h e am ou nt o f p r of it sh a r es.

3. Point 4 of the agenda of the General Meeting – The Supervisory Board Report

Si n c e p oi nt 4 o f t he ag e nd a of th e G en e r al M e eti ng is dis c us s ed but no t v ot e d o n, a nd t h e ref o r e no r es olu tio n is a do pt ed th e r eo n , th e Com p an y' s B o ar d o f Di r e ct or s s ub mit s th e f oll o win g st at e me nt .

T h e pu r pos e o f t hi s po int o f t h e ag e nda i s t o pr ov id e th e r e s ult s o f th e S up e rv is or y Bo a rd 's su pe r vis o ry a cti vi ti es an d a r ep or t o n th e r es ult s o f its r e vi e w o f th e R ep or t o n R ela ti on s fo r 20 23 , w h ic h wil l b e p r e s ent e d by a n au th o ris e d m em b e r o f th e Su p er vi so ry Bo a rd o f t h e C om pa ny wi thi n t he m e an in g o f th e re q ui r em e nts of S e ct io ns 8 3 (1 ), 4 4 7 (3 ) an d 44 9 (1 ) o f th e Co r po r at i ons A ct.

D u ri ng t h e e nti r e 2023 ca l en d ar ye ar , t h e S up e r vis o ry Bo a r d o f th e C om pa ny mo nit o red a nd e v alu a te d t h e d e v el opm e nt an d m a n ag em e nt o f t h e Com p an y 's a ct ivi ti es, in pa r ti cu l ar its fi na n ci al p osi ti on an d a c ti vit i es in th is a re a . W it hin it s s up e rv is o ry a ct ivi ti es , t he S up e r vis o ry B o ar d al so c los e ly c oo pe r at e d wit h an ot h er b od y o f th e C om p an y, th e a u dit co mmit t e e , in a ll m att e rs f a lli ng wi th in th e s co p e of c omp e t en c e o f t h es e t wo bo di es, in cl ud in g th e ap po in tm en t o f th e s ta tu to r y a ud ito r . B a se d on it s fi ndi ng s, t he S up e rv iso r y Bo a rd p r ep a r ed a r e p o rt on th e

r e s ult s o f its ac ti vit ie s i n t h e 20 23 c al e nd a r y ea r a c c ou nt in g p e ri od in a c c o rd a n c e wit h th e l eg al r e gu la ti on s i n fo r c e a nd th e Co mp an y 's A r ti cl e s o f As so cia ti on , wh i c h i t s ubm its to th e G en e r al M e eti ng f or d is c uss io n a nd a ckn o wl ed g em en t. In it s r e po rt , th e S up er v is or y Bo a rd s t at es th at it h a s no t as c e rt ai n ed a n y f ail in gs a nd t h at it h as no o bj e ct io ns r e g a rdi ng t h e bu si ne ss a ctiv iti e s, o p er a tio n a nd a cti vi ti es o f t h e C om pa ny o r its bo di es t h at a r e sub j e ct to su p e rvi s o ry a cti vit ie s o f t h e Su p er vi so ry Bo a r d. In a c c or d an ce w it h th e l e g al re g ul at io ns i n f o r c e, t h e Su p er vis o ry B o ar d a ls o r ev i ew e d th e R e po rt o n R el ati on s p r e p ar e d fo r th e y ea r 2 02 3, t he 2 02 3 or d in a ry f in a nc i al sta t em e nts , th e 2023 o rdi n a ry co ns ol id at e d fin a nc i al st a te m ent s, i n clu di ng th e p r op os al s o f t h e Boa r d of Di r e ct o rs fo r t h ei r ap pr ov a l, an d t h e p ro po s al f o r th e dis tr ib uti on of p ro f it fo r t h e yea r 2 02 3 a nd a p a rt of t h e re t ain e d e a r ni ng s f ro m pr ior y ea r s, in c lu din g a n i ndi c at io n of th e amo un t o f p r o fit sh a r es. Th e B o a rd o f Di r e ctor s d e cl a r es th at the S up e r vis o ry B o ar d h as n ot r ai s e d an y ob je c tio ns t o th e a bo v e -m en tio ne d d o cu me nt s. In th e op ini on of t h e Su p e rvi so r y B o a rd , t he a bov e -m e nti on e d d o cu m ent s h a v e b e e n p r ep a r ed i n a d ue m a nn e r, in a c co rd a n c e w ith th e a p pli c a bl e le g al r eg ul at io ns a nd th e Co mp a ny 's A rt ic l es o f A ss o ci ati on . N o v oti ng i s pr e sum e d un d er t his p oin t o f t h e a g en da .

4. Point 5 of the agenda of the General Meeting – Approval of the Report of the Board of Directors on the Business Activities of the Company, the 2023 ordinary financial statements and the 2023 ordinary consolidated financial statements, and the proposal for the distribution of profit for the year 2023 and a part of the retained earnings from prior years, including an indication of the amount of profit shares

T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g a do pt s th e f ol lo wi ng r es olu ti o n co n c er ni ng t h e ap p ro v al o f t h e R e po rt o f t h e Bo ar d o f Di r e cto r s o n t h e B usi n es s Ac ti vit i es of th e C om pa ny , t h e o r dina r y fi n an ci a l st a t eme n ts o f th e Com p any f o r t h e 2 02 3 c a l en d a r y e ar a c co u nti ng p e ri od and o f th e o r din a r y c o ns oli d at ed f i na n ci al s ta t em ent s o f t h e C om p any fo r th e 2 02 3 ca l e nd a r y e ar a c c o unt in g p e rio d, a n d th e p r op os al for th e d ist ri bu tio n o f p ro f it f o r th e y e a r 2 02 3 a nd a p a rt o f t h e r et a in ed e a rn in gs f rom p r io r y ea r s, in cl ud in g a n i ndi c a tio n o f t he a mo unt o f p r of it s h a r es:

"The Report of the Board of Directors on the Business Activities of the Company is hereby approved in the wording submitted by the Company's Board of Directors in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

"The ordinary financial statements of the Company for the 2023 calendar year accounting period are hereby approved in the wording submitted by the Company's Board of Directors in the form of their publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders", as part of the Annual Financial Report."

"The ordinary consolidated financial statements of the Company for the 2023 calendar year accounting period are hereby approved in the wording submitted by the Company's Board of Directors in the form of their publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders", as part of the Annual Financial Report."

"The following distribution of the profit for the year 2023 and a part of the retained earnings from prior years is approved:

"The Company's after-tax profit for the 2023 calendar year accounting period in the amount of CZK 3,338,998,541.13 and a part of the retained earnings of the Company from prior years in the amount of CZK 10,372,378.87, i.e. in aggregate CZK 3,349,370,920.00 will be paid to the Company's shareholders as profit shares. The retained earnings of the Company from prior years in the amount of CZK 27,309,388.18 will remain undistributed. A gross profit share in the amount of CZK 1,220 will thus apply to each share of the Company with a nominal value of CZK 1,000, with the total number of these shares being 2,745,386. The date decisive for exercising profit share rights is 10 May 2024, i.e. the profit shares will be paid to shareholders who will hold shares of the Company as at 10 May 2024.

Shareholders will be paid their profit shares through Česká spořitelna, a.s., a company whose registered office is in Prague 4, Olbrachtova 1929/62, postcode: 140 00, identification number: 452 44 782, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. 1171.

Shareholders will be invited to send their settlement data and other supporting documents to Česká spořitelna, a.s. for the purpose of payment of their profit shares via the "Notification of the Payment of Proceeds from Securities", which will be published on 14 May 2024 in a manner allowing for remote access on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders", and which will further stipulate more detailed instructions necessary for the payment of the profit shares.

Profit shares will be paid to the shareholders who are individuals during the set payment period only by wireless money transfer to the shareholders' bank accounts specified in the list of shareholders maintained by the Company, or in the register of book-entered securities in the case of book-entered shares, after the shareholders submit all the necessary documents. If the relevant bank account number is not entered in the list of shareholders or in the register of book-entered securities (or the number is not up-to-date), the relevant profit share will be paid to the bank account which the shareholder notifies to the Company through Česká spořitelna, a.s. for this purpose.

Shareholders who are individuals with a tax domicile in the Czech Republic and a bank account maintained with a bank in the Czech Republic that provides its clients with electronic identity verification in the form of a bank identity, the "Bank iD", may also be paid their profit shares on the basis of a request by the relevant shareholder submitted via the web application of Česká spořitelna, a.s. on the website www.vyplatadividend.cz using identity verification in the form of the Bank iD.

The method of payment of profit shares via the Bank iD referred to in the preceding paragraph above may also be used, for shareholders who are individuals with a tax domicile of the Czech Republic and a bank account maintained with a bank in the Czech Republic, for the payment of unclaimed (uncollected) or unpaid profit shares from previous years, provided that the entitlement to payment of such profit shares for previous years still exists, has not been time-barred or has not ceased to exist for any other reason. For the avoidance of doubt, it is stated that the payment of such profit shares in the aforementioned manner may be requested from 17 June 2024 (i.e. from the beginning of the payment period set out below).

Profit shares will be paid to the shareholders who are individuals after the shareholders submit all the necessary documents, including a declaration by the beneficial (ultimate) owner of the income and, if a shareholder who is a tax resident of a country other than the Czech Republic requests the application of a special withholding tax rate, also after the shareholder submits a certificate of tax domicile.

The maturity date of the profit shares is set at 17 June 2024. The payment period will last from 17 June 2024 to 31 March 2025. The "Notifications of the Payment of Proceeds from Securities" and information on the required documents will be published on the Company's website http://www.philipmorris.cz, in the section titled "For Shareholders", and will also be provided by Česká spořitelna, a.s.

Shareholders who are legal entities will also be paid profit shares through Česká spořitelna, a.s. in accordance with the defined rules.

Profit shares will be paid to the shareholders who are legal entities only by wireless money transfer to the shareholders' bank accounts specified in the list of shareholders maintained by the Company, or in the register of book-entered securities in the case of book-entered shares. If the relevant bank account number is not entered in the list of shareholders or in the register of book-entered securities (or the number is not up-to-date), the relevant profit share will be paid to the bank account which the shareholder notifies to the Company through Česká spořitelna, a.s. for this purpose. Shareholders who are legal entities (or legal arrangements) will only be paid their profit shares after the shareholders fulfil the statutory conditions for the payment of profit shares (including the registration of the beneficial owner of each particular shareholder who is a legal entity (or legal arrangement) in the Register of Beneficial Owners (hereinafter referred to as the "Czech Beneficial Owner Register") in accordance with Section 53 (2) of the Act on Register of Beneficial Owners, if the shareholder is obliged to arrange for the registration of the beneficial owner or if the provisions of the above Act and the obligation to register the beneficial owner in the Czech Beneficial Owner Register applies to the shareholder), as well as after supplying all other required supporting documents, and, if a shareholder who is a tax resident of a country other than the Czech Republic requests the application of a special withholding tax rate, also after the shareholder submits a certificate of tax domicile.

Česká spořitelna, a.s. will be checking the registrations of beneficial owners in the Czech Beneficial Owner Register, and shareholders who have no beneficial owne r registered as at the date of payment of profit shares by Česká spořitelna, a.s. will not be paid their profit shares. If a profit share is not paid to the relevant shareholder (legal arrangement) due to the absence of registration of its beneficial owner in the Czech Beneficial Owner Register by 31 December 2024, the right to that profit share will cease to exist (Sections 53 (2) and (3) of the Act on Register of Beneficial Owners).

A shareholder claiming a profit share or its payment within a payment period after 31 December 2024 must demonstrate and prove that its right to a profit share has not ceased to exist due to the absence of registration of its beneficial owner in the Czech Beneficial Owner Register by 31 December 2024. Otherwise, the profit share will not be paid to that shareholder due to the fact that the shareholder's right to that payment has ceased to exist.

Contact persons at Česká spořitelna, a.s.:

Department A332_01 Management of Financial Markets Products

Naděžda Šmídová E-mail: [email protected] Milan Williams E-mail: [email protected] Contact telephone: 956 765 438

Contact address for delivery of documents for payments: Česká spořitelna, a.s. Department A332_01 Management of Financial Markets Products Budějovická 1518/13b 140 00 Prague 4"

5. Point 6 of the agenda of the General Meeting – Approval of the 2023 Remuneration Report

T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad op ts t h e fol lo wi ng r es ol uti on c on c e rn in g t h e 20 23 R em un e r at io n R e por t:

"The 2023 Remuneration Report is hereby approved in the wording submitted by the Board of Directors of the Company, which forms Schedule 3 to the Invitation to the General Meeting."

6. Point 7 of the agenda of the General Meeting – Approval of the Remuneration Policy

T h e B o ar d o f Di re c t or s o f t h e C omp a ny p ro po s es t h at th e G en e r al M e et in g ad opt s th e f ol lo wi ng r es ol utio n co n c er ni ng t h e R em un e r at io n P oli c y:

"The Remuneration Policy of the Company is hereby approved in the wording submitted by the Board of Directors of the Company, which forms Schedule 4 to the Invitation to the General Meeting."

  • 7. Point 8 of the agenda of the General Meeting – Election of Ms. Eugenia Panato and Mr. Tamás Szabados as members of the Board of Directors, Ms. Tamara Milovanovic, Ms. Alena Zemplinerová and Ms. Stanislava Juríková as members of the Supervisory Board, and approval of the Agreements on the Performance of the Office of Members of the Board of Directors and Supervisory Board
  • 7.1 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad o pts the f oll ow in g r es olut io ns r e ga r di ng the el e ct io n of m em b e rs o f th e Boa r d o f D ir e ct o rs o f t h e C om p an y:

"Ms. Eugenia Panato, born on 7 November 1979, residing at Via Po No. 116, Rome, Italy, is elected as a member of the Board of Directors of the Company ."

"Mr. Tamás Szabados, born on 28 March 1971, residing at H-2111 Szada, Földvár str. 1, Hungary, is elected as a member of the Board of Directors of the Company ."

7.2 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad op ts th e f oll ow in g r es olu tio ns re g a rdi ng th e ap p ro v al o f t h e A g r e em en ts o n t h e P e r fo rm a n ce o f th e O f fi c e of M em b e rs o f t h e B o ar d o f Di r ec to rs :

"The Agreement on the Performance of the Office of a Member of the Board of Directors concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Board of Directors of Philip Morris ČR a.s., Ms. Eugenia Panato, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

"The Agreement on the Performance of the Office of a Member of the Board of Directors concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Board of Directors of Philip Morris ČR a.s., Mr. Tamás Szabados, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

7.3 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad o pts the f oll ow in g r es olut io ns r e ga r di ng the el e ct io n of m em b e rs o f th e Sup e r vis o ry Bo a r d of t h e C om p an y:

"Ms. Tamara Milovanovic, born on 2 November 1980, residing at Gospodar-Jevremova 17, Belgrade, Serbia, is elected as a member of the Supervisory Board of the Company."

"Ms. Alena Zemplinerová, born on 9 October 1952, residing at Romana Blahníka 801, Zbraslav, 156 00 Prague 5, Czech Republic, is elected as a member of the Supervisory Board of the Company, effective as of the date following the expiry of her current term of office as a member of the Supervisory Board, i.e. as of 23 May 2024."

"Ms. Stanislava Juríková, born on 12 December 1973, residing at Vlnitá 438/18, Braník, 147 00 Prague 4, Czech Republic, is elected as a member of the Supervisory Board of the Company, effective as of the date following the expiry of her current term of office as a member of the Supervisory Board, i.e. as of 23 May 2024."

7 . 4 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad op ts th e f oll ow in g r es olu tio ns re g a rdi ng th e ap p ro v al o f t h e A g r e em en t on th e Pe r f or m an c e o f th e Of fi c e o f a Me m b er o f th e S up e rv is or y Bo a rd :

"The Agreement on the Performance of the Office of a Member of the Supervisory Board concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Supervisory Board of Philip Morris ČR a.s., Ms. Tamara Milovanovic, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

8. Point 9 of the agenda of the General Meeting – Election of Ms. Tamara Milovanovic and Ms. Stanislava Juríková as members of the Audit Committee and approval of the Agreement on the Performance of the Office of Member of the Audit Committee

8.1 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g a do pt s the f ol lo wi ng re so lu ti on r eg a rd in g the e l e cti on o f m em b e rs o f th e A ud it Co mmit t e e of th e C omp a ny :

"Ms. Tamara Milovanovic, born on 2 November 1980, residing at Gospodar-Jevremova 17, Belgrade, Serbia, is elected as a member of the Audit Committee of the Company."

"Ms. Stanislava Juríková, born on 12 December 1973, residing at Vlnitá 438/18, Braník, 147 00 Prague 4, Czech Republic, is elected as a member of the Audit Committee of the Company, effective as of the day following the expiry of her current term of office as a member of the Audit Committee, i.e. as of 23 May 2024 ."

8 . 2 T h e Bo a rd o f D ire c t or s o f t h e C omp a ny p r op os es t h at t he G en e r al M e et in g ad op ts th e f oll ow in g r es olu tio ns re g a rdi ng th e ap p ro v al o f t h e A g r e em en t on th e P e r fo rm a n ce o f th e O f fi c e o f a Mem be r o f th e A ud it C omm itt e e :

"The Agreement on the Performance of the Office of a Member of the Audit Committee concluded on 26 March 2024 between Philip Morris ČR a.s. and a member of the Audit Committee of Philip Morris ČR a.s., Ms. Tamara Milovanovic, is hereby approved in the wording submitted by the Board of Directors of the Company in the form of its publication on the Company's website http://www.philipmorris.cz, in the section titled "For shareholders"."

9. Point 10 of the agenda of the General Meeting – Appointment of the Company's auditor

T h e Su p e rvi so r y B od y o f th e C omp a ny pr op os e s vi a t he B o a rd o f D i r e cto r s o f th e Co mp a ny , b as e d o n a r e c omm e nd at io n o f t h e A ud it C omm itt e e, th a t th e G e n er a l M e et in g o f t he Co mp an y a do pts the f o llo wi ng r eso lu tio n r e g ar di ng th e a pp oi ntm e nt o f t h e C om p an y's a u dit o r:

"Mazars Audit s.r.o., whose registered office is at Pobřežní 620/3, Karlín, 186 00 Prague 8, identification number: 639 86 884, registered in the Commercial Register maintained by the Municipal Court in Prague, File No. C 38404, is appointed the auditor of the Company for the 2024 calendar year accounting period, incl. the statutory audit and the assurance of sustainability reporting."

In K ut n á Ho r a , on 2 6 M a r ch 2 02 4

P hili p Mo r ri s Č R a. s. Phi lip M o r ris ČR a .s .

A n d re a Go ntk ov i čov á E ug en i a P a n ato Chairperson of the Board of Directors Member of the Board of Directors of the Company of the Company

Talk to a Data Expert

Have a question? We'll get back to you promptly.