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Moneta Money Bank A.S.

Pre-Annual General Meeting Information Mar 21, 2024

1045_rns_2024-03-21_56a7553e-c022-4166-9efd-32c2af44feb8.pdf

Pre-Annual General Meeting Information

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NOTICE OF GENERAL MEETING

OF MONETA MONEY BANK, A.S.

OF 23 rd APRIL 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

MANAGEMENT REPORTS

FINANCIAL RESULTS AND PROFIT DISTRIBUTION

AUDITOR APPROVAL

REMUNERATION

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. Articles of Association including proposed amendments
  • b. 2023 Annual Financial Report
  • c. 2023 Remuneration Report
  • d. Remuneration Policy of the Management Board and Supervisory Board of MONETA Money Bank, a.s.
  • e. Rules of Procedure of the General Meeting

III. BALLOT CARDS & POWER OF ATTORNEY FORM

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

IV. KEY DATES & GDPR

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

V. PARTICIPATION & VOTING INSTRUCTIONS

  • j. Manual for Presence Participation at the General Meeting
  • k. Manual for Correspondence Voting for Shareholders/Custodians
  • l. 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 Annual General Meeting of MONETA Money Bank, a.s. to be held on 23. 4. 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. Proposal for Amendment to the Articles of Association to Increase the Number of Members of the Management Board from 5 Members to 6 Members

MANAGEMENT REPORTS

    1. Reports of the Management Board for 2023
    1. Report and Opinion of the Supervisory Board for 2023
    1. Report of the Audit Committee for 2023

FINANCIAL RESULTS AND PROFIT DISTRIBUTION

    1. Approval of the Annual Consolidated Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023
    1. Approval of the Annual Separate Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023
    1. Resolution on Distribution of Profit of MONETA Money Bank, a.s.

AUDITOR APPROVAL

  1. Appointment of Auditor to Conduct the Statutory Audit of MONETA Money Bank, a.s. for the Financial Year 2024

REMUNERATION

    1. Approval of the Remuneration Report Applied to Members of Management and Supervisory Boards of MONETA Money Bank, a.s.
    1. Approval of the Remuneration Policy Applied to Members of Management and Supervisory Boards 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. Proposal for Amendment to the Articles of Association to Increase the Number of Members of the Management Board from 5 Members to 6 Members

Reasoning: The increase in the number of members of the Management Board from five to six is key to strengthening the management of MONETA Monet Bank, a.s. in the context of its growing balance sheet, which has already reached nearly half a trillion Czech crowns. This proposal reflects the need to diversify the professional skills of the top management of the bank, which will bring greater efficiency and a better ability to respond to diverse challenges. Further improvements in business leadership and transparency of decision-making processes are supported by a larger number of members, while greater risk resilience and compliance with regulatory requirements strengthen the overall stability of MONETA Money Bank, a.s. The increase in the number of members of the Management Board to six is thus a key step towards strengthening strategic leadership and successfully managing complex challenges in the banking market, while promoting diversity in management. The full text of the Articles of Association, with the proposed changes highlighted, is attached as Annex a. to this notice.

Resolution proposal: The General Meeting decides to amend the Articles of Association of MONETA Money Bank, a.s. as follows:

In Article 14, paragraph 1 of the Articles of Association the words "five (5)" shall be replaced by the words "six (6)".

MANAGEMENT REPORTS

3. Report of the Management Board on Business and Assets of MONETA Money Bank, a.s. for the Year 2023 and Summary Explanatory Report of the Management Board pursuant to Section 118 sub. 5, 6 of the Capital Markets Act

The first report of the Management Board presents business activities and performance of MONETA Money Bank, a.s. in 2023. The second report covers specific points required by the Capital Markets Act. The General Meeting does not vote on these reports.

  • Reasoning: Pursuant to the Articles of Association and Capital Markets Act, the Management Board is required to prepare these reports and present them to the General Meeting. Both reports have been published in 2023 Annual Financial Report (pp. 11 – 15, chapter 4.5.4 on p. 83 - 84 and chapter 4.16 on p. 98 - 100) on the website of MONETA Money Bank, a.s. along with this notice as its attachment b.
  • 4. Report of the Supervisory Board on Results of its Activities for the year 2023; Opinion of the Supervisory Board on the Annual Consolidated Financial Statements for the Year 2023 of MONETA Money Bank, a.s., Opinion of the Supervisory Board on the Annual Separate Financial Statements for the year 2023 of MONETA Money Bank, a.s. and Opinion of the Supervisory Board on the Proposal for Distribution of Profit for 2023 of MONETA Money Bank, a.s.

__________________________________________________________________________

The report covers supervision activities of the Supervisory Board in 2023 and its opinion on 2023 financial statements and on the distribution of profit as was this proposed by the Management Board. The General Meeting does not vote on these Supervisory Board reports, neither does it vote on the opinion of the Supervisory Board on the proposal for distribution of profit.

Reasoning: Pursuant to the Business Corporations Act and Articles of association, the Supervisory Board is required to prepare the report on results of its activities in 2023 and present it to the General Meeting. The Supervisory Board's report along with the opinion of the Supervisory Board on the Annual Consolidated and Separate Financial Statements for the year 2023 and on the proposal for distribution of profit have been published in MONETA Money Bank, a.s. 2023 Annual Financial Report (pp. 7 – 8, chapter 4.3.3 on p. 75 and chapter 7 on p. 123) on the website of MONETA Money Bank, a.s., along with this notice as its attachment b.

5. Report of the Audit Committee on Results of its Activities for the Year 2023

__________________________________________________________________________

The report presents activities and results of the Audit Committee work in 2023. The General Meeting does not vote on the report of the Audit Committee on results of its activities.

Reasoning: Pursuant to the Auditors Act and Articles of Association, the Audit Committee is required to prepare the report on results of its activities in 2023 and present it to the General Meeting. The report has been published in 2023 Annual Financial Report (chapter 4.4.2 on p. 77 - 78) on the website of MONETA Money Bank, a.s. along with this notice as its attachment b.

FINANCIAL RESULTS & PROFIT DISTRIBUTION

6. Approval of the Annual Consolidated Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023

Reasoning: Pursuant to the Accountancy Act, MONETA Money Bank, a.s. is required to prepare the Annual Consolidated Financial Statements for each financial year. Pursuant to the Business Corporations Act, the Management Board is required to submit the Annual Consolidated Financial Statements to the General Meeting for its approval. The submitted Annual Consolidated Financial Statements were affirmed by the external auditor's unqualified opinion and reviewed by the Supervisory Board which recommends that the General Meeting approves the Annual Consolidated Financial Statements.

The Annual Consolidated Financial Statements of MONETA Money Bank, a.s. were published in 2023 Annual Financial Report (chapter 9 on p. 145 et seq.) on the website of MONETA Money Bank, a.s. along with this notice as its attachment b.

Resolution proposal: The General Meeting approves the Annual Consolidated Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023.

7. Approval of the Annual Separate Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023

__________________________________________________________________________

__________________________________________________________________________

Reasoning: Pursuant to the Accountancy Act, MONETA Money Bank, a.s. is required to prepare the Annual Separate Financial Statements for each financial year. Pursuant to the Business Corporations Act, the Management Board is required to submit the Annual Separate Financial Statements to the General Meeting for its approval. The submitted Annual Separate Financial Statements were affirmed by the external auditor's unqualified opinion and reviewed by the Supervisory Board which recommends that the General Meeting approves the Annual Separate Financial Statements. The Annual Separate Financial Statements of MONETA Money Bank, a.s. were published in 2023 Annual Financial Report (chapter 9 on p. 229 et seq.) on the website of MONETA Money Bank, a.s. along with this notice as its attachment b.

Resolution proposal: The General Meeting approves the Annual Separate Financial Statements of MONETA Money Bank, a.s. as of 31. 12. 2023.

8. Resolution on Distribution of Profit of MONETA Money Bank, a.s.

Reasoning: The decision on the distribution of the profits of MONETA Money Bank, a.s. belongs to the competence of the General Meeting of Shareholders pursuant to Article 8(2)(n) of the Articles of Association and Section 421(2)(h) of the Business Corporations Act. The proposal for the distribution of the profits is submitted by the Management Board pursuant to Article 13(2) lett. i) point (ii) of the Articles of Association and Section 435(4) of the Business Corporations Act. The Supervisory Board has reviewed the proposal for profit distribution and recommends it to the General Meeting for approval.

The Annual Consolidated 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 5,200,290,403.66. 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. The balance of the retained earnings account amounts to CZK 16,642,328,581.33.

The amount of the dividend proposed to the General Meeting for approval corresponds to the amount announced by the Management Board on 2 February 2024, 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 taken 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 Business Corporations Act and Article 5(5) of the Articles of Association, the fourth business day following the date of the General Meeting that decided on the distribution of profits, i.e., 29 April 2024.

If the decision on the distribution of profit 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 of MONETA Money Bank, a.s. approves distribution of profit after tax for the year 2023 per the separate financial statements of the MONETA Money Bank, a.s. as at and for the year ended 31 December 2023 in the total amount of CZK 5,379,725,188.02 as follows:

  • i. CZK 4,599,000,000.00 to be distributed to the shareholders of MONETA Money Bank, a.s. as dividend, and
  • ii. CZK 780,725,188.02 to be transferred to the account of retained earnings

The amount of the profit to be distributed to the shareholders of MONETA Money Bank, a.s. (dividend) is CZK 9.00 before tax per share. The record date for the shareholders to receive the dividend is 29 April 2024 (Monday). Only shareholders listed in the Excerpt from the Registry of book-entry shares of MONETA Money Bank, a.s. (ISIN: CZ0008040318) as of the stated record date shall be entitled to receive the dividend. The dividend shall be due on 21 May 2024, when the dividend shall be distributed by MONETA Money Bank, a.s. from its accounts and so paid in Czech currency (Koruna česká). The dividend shall be paid by MONETA Money Bank, a.s. through Komerční banka, a.s., ID number: 453 17 054, with its registered office at Prague 1, Na Příkopě 969/33, Post Code: 114 07, as paying agent, by a transfer to bank accounts of the shareholders listed in the Registry of book-entry shares of MONETA Money Bank, a.s.

AUDITOR APPROVAL

9. Appointment of Auditor to Conduct the Statutory Audit of MONETA Money Bank, a.s. for the Financial Year 2024

  • Reasoning: Pursuant to the Accountancy Act, MONETA Money Bank, a.s. is required to have its financial statements audited by an auditor. To this end, the General Meeting has to appoint an auditor (audit firm) to conduct the yearly statutory audit of MONETA Money Bank, a.s. Based upon the recommendation of the Audit Committee, the Supervisory Board proposes to appoint the audit firm Deloitte Audit s.r.o. as the auditor of MONETA Money Bank, a.s. to conduct its statutory audit for the financial year 2024. The Czech National Bank did not express any objections to such appointment.
  • Resolution proposal: General Meeting appoints the audit firm Deloitte Audit s.r.o., ID Number: 496 20 592, with its registered seat at Italská 2581/67, Vinohrady, Postal Code 120 00, Prague 2, as auditor to conduct the statutory audit of MONETA Money Bank, a.s. for the financial year 2024.

__________________________________________________________________________

REMUNERATION

10.
Approval of the Remuneration Report Applied to Members of Management and Supervisory Boards of
MONETA Money Bank, a.s.
Reasoning: Pursuant to the Capital Markets Act, the Management Board submits the Remuneration Report
applied to members of Management and Supervisory Boards of MONETA Money Bank, a.s. (the
"Remuneration Report") to the General Meeting for approval. The Remuneration Report has been
prepared on the basis and within the framework of the remuneration policy approved by the
General Meeting of MONETA Money Bank, a.s. on 2. 9. 2020.
The submitted Remuneration Report was published on the website of MONETA Money Bank, a.s.
along with this notice as its attachment c.
Accompanying
document:
2023 Remuneration report
Resolution
proposal:
The General Meeting approves the Remuneration Report applied to members of Management
and Supervisory Boards of MONETA Money Bank, a.s. for the year 2023 in the wording submitted
by the Management Board.
______________

11. Approval of the Remuneration Policy Applied to Members of Management and Supervisory Boards of MONETA Money Bank, a.s.

Reasoning: The Management Board submits the Remuneration Policy of the Management Board and Supervisory Board of MONETA Money Bank, a.s. (hereinafter referred to as the "Remuneration Policy") to the General Meeting for approval. The current Remuneration Policy was approved by the General Meeting of MONETA Money Bank, a.s. held on 2 September 2020. Pursuant to the provisions of Section 121k(2) of the Capital Markets Act, the Management Board shall submit the Remuneration Policy for approval to the General Meeting at least once every 4 years or upon a material change. The remuneration policy must comply with the requirements of Section 121l of the Capital Markets Act. On the basis of Section 121k(2) of the Capital Markets Act the Management Board updated the remuneration policy and submits this document to the General Meeting for approval.

MONETA Money Bank, a.s. has consulted the new remuneration policy proposal with a leading consulting company in the field of corporate governance and remuneration.

In the opinion of this consultancy company, the draft new remuneration policy is of excellent quality and the level of transparency is in line with the world's best market practice in this area.

In particular, the following changes have been made as part of the update according to Section 121l(3) of the Capital Markets Act:

  • 1. The Remuneration Policy now includes a general framework informative description of incentive remuneration schemes so that shareholders have this framework in one document for transparency purposes. The approval of the specific wording of the incentive schemes within the framework approved by the General Meeting in the Remuneration Policy remains with the Supervisory Board, as stipulated in the Articles of Association.
  • 2. The Remuneration Policy newly unifies the competition clause for the governing body to include not only the Management Board but also the Supervisory Board in case of a change of the controlling person of MONETA Money Bank, a.s.

The submitted remuneration policy has been published together with this notice as its attachment d. on the website of MONETA Money Bank, a.s.

Accompanying document: Remuneration Policy of the Management Board and Supervisory Board of MONETA Money Bank, a.s.

Resolution proposal:

The General Meeting approves the Remuneration Policy of the Management Board and Supervisory Board of MONETA Money Bank, a.s. in the wording submitted by the Management Board.

KEY INFORMATION FOR PARTICIPATION AT THE GENERAL MEETING

  • C. RECORD DATE FOR PARTICIPATION AT THE GENERAL MEETING AND KEY DATES
    • 16th April 2024 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 business on 16 th April 2024 have the right to attend and vote at the General Meeting of the company. We ask you to kindly note that the shareholders are entitled to cast their correspondence votes since 25 th March 2024, however, only votes that correspond to the number of shares that the shareholders own as of the Record Date of 16th April 2024, will be taken into account. 23 rd April 2024 Date of General Meeting of MONETA Money Bank, a.s. 26th April 2024 Ex-dividend date (if a shareholder purchases shares of MONETA Money Bank on Friday 26 April 2024 (with settlement date on 30 April 2024) he or she will not be entitled to participate in profit – dividend of MONETA Money Bank). 29thApril 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 29 April 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 j. 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 k. 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 j. 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 k. 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 j. 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 l. 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 j. 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 k. and l. 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 f. and g. to this notice.

The correspondence voting by ballot card(s) shall be made at the latest on 23. 4. 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 25. 3. 2024, 9 a.m. CET, and 23. 4. 2024, 8 a.m. CET.

Please note that only votes

  • of those, who are shareholders as of the Record Date of 16. 4. 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 j. 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 THEROF

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,
  • a complete version of the Annual Consolidated Financial Statements of MONETA Money Bank, a.s. for the year 2023 and of the Annual Separate Financial Statements of MONETA Money Bank, a.s. for the year 2023, (as part of the 2023 Annual Financial Report of MONETA Money Bank, a.s.)
  • Articles of Association including proposed amendments
  • 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. Carl Normann Vökt Chairman of the Management Board and CEO Vice-Chairman of the Management Board and CRO

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