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Kofola CescoSlovensko A.S.

AGM Information Sep 4, 2023

1047_rns_2023-09-04_8c8bb0b1-6b58-4863-8874-d27e0f0447a4.pdf

AGM Information

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Dear shareholders,

the Board of Directors of Kofola ČeskoSlovensko a.s., ID No: 242 61 980, registered seat at Nad Porubkou 2278/31a, Poruba, 708 00 Ostrava, registered with the Regional Court in Ostrava, Section B., Insert 10735 (hereinafter the "Company") in compliance with Article 11, par. 11.12 of the Articles of Association announced on 21 August 2023 a remote vote on a resolution outside the General Meeting (per rollam); the announcement was published on the Company's website: https://investor.kofola.cz/en/general-meeting/.

In view of the above, the Board of Directors would like to present the draft resolution on the distribution of the Company's profit generated in 2022 for the remote General Meeting vote.

Draft resolution:

"The General Meeting of the Company approves the distribution of profit generated by the Company in 2022 in the total amount of CZK 400,852,497.21 the following way:

  • a) a part of the profit in the amount of CZK 300,941,298.00 shall be distributed among the shareholders as the share in profit (hereinafter the "Dividend"). The Dividend amounts to CZK 13.50 per one share before taxation. The relevant date to exercise the right to the Dividend is the seventh business day following the day on which the General Meeting adopts the decision on profit distribution by the per rollam procedure. A resolution outside the meeting shall be taken on the date on which the ballot of the last shareholder is received, or on the expiry of the last day of voting period, if the number of votes required to adopt the resolution has been reached. If the resolution is adopted by the expiry of the voting period, the relevant date to exercise the right to the Dividend shall be 29 September 2023. Persons registered as shareholders of the Company on the relevant date to exercise the right to Dividend shall be entitled to the Dividend. The amount of the Dividend is calculated from the total number of shares issued by the Company, i.e. 22,291,948 shares. The Dividend allocated to treasury shares held by the Company at the relevant date shall not be paid. The amount corresponding to the Dividend attributable to the treasury shares held by the Company at the relevant date to exercise the right to the Dividend shall be transferred to the account of undistributed profit of previous years. The Dividend is payable on 1 November 2023. The Dividend shall be paid through Česká spořitelna, a.s., Identification No.: 45244782, registered seat: Olbrachtova 1929/62, 140 00 Prague 4, in the way set out in the Board of Directors´ proposal for the distribution of the Company´s 2022 profit as published on the Company´s website https://investor.kofola.cz/en/general-meeting together with the proposal for decision outside the general meeting (per rollam). The Dividend shall be paid out until 1 November 2026.
  • b) the rest of the profit generated by the Company in 2022 in the amount of CZK 99,911,199.21 shall be transferred to the account of undistributed profit of previous years."

Reasoning:

The financial statement of the Company was approved by the ordinary General Meeting of the Company held on 28 June 2023 and is still available on the Company's website: https://investor.kofola.cz/en/general-meeting/. The decision on the distribution of the profit generated by the Company has been postponed until the results of the Kofola ČeskoSlovensko Group in the 2023 main season are known. The decision on the distribution of profit falls within the competences of the General Meeting of the Company. The proposal of the Board of Directors of the Company on the distribution of profit for 2022 is based on the current and estimated development of the financial situation. The proposal presumes that the profit generated by the Company in 2022 in the total amount of CZK 400,852,497.21 shall be distributed in the following way: a part of the profit in the amount of CZK 300,941,298.00 shall be paid as the share in profit to the Company ́s shareholders, and the rest of the profit in the amount of CZK 99,911,199.21 shall be transferred to the account of undistributed profit of previous years. The proposed amount of the Dividend to be paid out to the shareholders shall be CZK 13.50 per share before tax.

As regards to the method of dividend payment, partial changes have been made, in particular in the simplifications of the procedure for legal entities with their registered office in the Czech Republic in relation to the proof of registration in the register of beneficial owners. The existence of the registration in the register of beneficial owners will be checked by Česká spořitelna, a.s. in the case of such shareholders. Further, the cash payment of dividends is being discontinued due to the increase in fees associated with this method of payment. The full text of the Board of Directors' proposal is available on the Company's website: https://investor.kofola.cz/en/general-meeting/.

The Company's shareholders registered in the book-entry securities register administered by the Central Securities Depository as of 28 August 2023 will be authorized to vote on the above-mentioned draft resolution.

The period for the delivery of the ballots starts on 4 September 2023 and ends on 19 September 2023 (11:59 PM).

Ballots can be delivered in person or sent by mail to the registered seat of the Company; by electronic message to the Company's databox ID: da4j73b; or by e-mail at [email protected]. The signature on the ballot must be notarized. A ballot e-mailed at the above-stated address must bear an advanced electronic signature within the meaning of Sec. 6 of the Act No. 297/2016 Coll. of a person entitled to sign the ballot or must be converted from paper form with authenticated signature to electronic form by means of authorized document conversion. If the ballot is sent from a shareholder's databox, a simple electronic copy of the completed and signed ballot (scan) is sufficient (the signature on the ballot does not have to be notarized and the electronic copy does not have to bear a guaranteed electronic signature).

If the ballot is signed by a shareholder's representative, the ballot must be accompanied by a power of attorney signed by the shareholder (if the shareholder is a natural person) or by a person authorized to act on behalf of the shareholder (if the shareholder is a legal entity). Signatures on the power of attorney must be notarized. A power of attorney is not required if a shareholder is represented by a custodian registered in the investment instruments register or by another person authorized to exercise rights related to the share as certified by an entry in the register. If the ballot is sent in electronic form (i.e. to the data box or by e-mail), the power of attorney must be converted from paper form to electronic form by means of authorized document conversion.

Forms for the power of attorney to represent a shareholder as well as details about the delivery of notifications of granting or withdrawing the power of attorney, and requirements as to the text of these notifications are available on the Company's website: https://investor.kofola.cz/en/general-meeting/ until the expiry of the ballot delivery period.

A shareholder that is a legal entity shall submit an original or a certified copy of a registry extract or another reliable document that proves the existence of the shareholder and the authorization of the authorized person(s) to sign the ballot in the name of the shareholder, or to sign the power of attorney based on which the ballot was signed by a representative. If the ballot is delivered electronically, the shareholder shall attach an extract from the relevant register bearing the advanced electronic signature.

If these documents are issued in a language other than Czech or English, an official translation of the documents or their necessary parts into Czech or English must be attached. These documents (except for the power of attorney) shall not be older than three (3) months.

All materials needed for the adoption of a resolution are available on the Company's website athttps://investor.kofola.cz/en/general-meeting/ from 4 September 2023.

The ballots will be issued in forms enabling to vote in favour or against the draft resolution. If a shareholder fails to deliver their ballot to the Company within the set period, the shareholder is presumed to vote against the proposal. The cast ballots (votes) cannot be changed or withdrawn.

Details of the terms of the vote and how to express consent are contained in the Board of Directors´ announcement of adopting resolution outside a General Meeting published on the Company´s websitehttps://investor.kofola.cz/en/general-meeting/ on 21 August 2023.

The Board of Directors notifies the shareholders that are legal entities having registered office in the Czech Republic that pursuant to Section 54 of the Act No. 37/2021 Coll., on the register of beneficial owners, the right to vote cannot be exercised by a beneficial owner of a business corporation who is not registered in the register of beneficial owners or who acts on behalf of a legal arrangement of which they are a beneficial owner. Also, the right to vote cannot be exercised by a legal entity or a representative of a legal arrangement that do not have any beneficial owner registered in the register of beneficial owners. The sanction of prohibition to exercise the right to vote does not apply to foreign legal entities. Shareholders subject to the sanction can still exercise other shareholder rights apart from the right to vote. The presence and completeness of the data on the beneficial owners of the shareholders who are legal entities having registered office in the Czech Republic will be verified by the Company.

The shareholders are entitled to require and obtain explanations from the Company on matters concerning the Company or entities controlled by the Company, provided that such an explanation is necessary for a shareholder to be able to consider the draft resolution to be voted on remotely. The Board of Directors is ready to provide answers to the shareholders' requests for explanation received by the Company within the period for the delivery of the ballots. The requests must be submitted in one of the ways set for the delivery of the ballot (if notarized signature or a guaranteed electronic signature is required for the ballot, the same applies for the request). The Board of Directors will publish answers to eligible requests on the Company's website https://investor.kofola.cz/en/general-meeting/.

A shareholder or shareholders who hold shares with an aggregate face value of at least 1% of the registered capital (hereinafter as the "Qualified Shareholder") may request the Board of Directors to convene a General Meeting to discuss matters proposed by them.

The majority required for the adoption of a per rollam resolution is based on the total number of votes held by all the shareholders. The registered capital of the Company amounts to CZK 1,114,597,400 (in words: one billion one hundred and fourteen million five hundred and ninety-seven thousand four hundred Czech crowns) and is divided into 22,291,948 (in words: twenty two million two hundred and ninety-one thousand and nine hundred and forty-eight) listed common registered shares, each of a face value of CZK 50, issued as book-entry shares. Each share of the Company with a face value of CZK 50 carries one (1) vote. The total number of votes in the Company amounts to 22,291,948 votes.

A resolution outside the meeting shall be taken on the date on which the ballot of the last shareholder is received, or on the expiry of the last day of voting period, if the number of votes required to adopt the resolution has been reached.

The results of the per rollam decision will be announced without undue delay after the adoption of the decision, by means of an announcement published in the Commercial Bulletin and simultaneously on the Company´s website https://investor.kofola.cz/en/general-meeting/.

In Ostrava on 31 August 2023

Board of Directors of Kofola ČeskoSlovensko a.s.

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