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19.04.2021

INFORMATION FOR FORMER SHAREHOLDERS WITH SHARES TO THE OWNER
Method of exercising the right to payment of the auction proceeds

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The General Meeting of the Company Spolek pro chemickou a hutní výrobu, akciová společnost, with registered office at Ústí nad Labem, Revoluční 1930/86, Postal Code 400 32, ID No.: 000 11 789 (hereinafter referred to as “the Company”) at its meeting held on 20. 90/2012 Coll., on 20.12.2019, adopted a resolution on the reduction of the Company’s share capital by CZK 1,221,827,040, i.e. from CZK 1,939,408,000 to CZK 717,580,960, in accordance with the procedure pursuant to Section 544(1)(a) of Act No. 90/2012 Coll, on Commercial Companies and Cooperatives, as amended (hereinafter referred to as the “CCC”), by reducing the nominal value of all shares of the Company by the amount of CZK 315,- (in words: three hundred and fifteen Czech crowns), i.e. from the amount of CZK 500,- (in words: five hundred Czech crowns) to the amount of CZK 185,- (in words: one hundred and eighty-five Czech crowns).

By a resolution dated 1 October 2020, all certificated shares issued by the Company and not submitted for exchange due to the decision on the reduction of the share capital made by the General Meeting of the Company on 20 December 2019, including the Company’s previously issued certificated shares registered in bearer form (the “Shares”), were declared null and void by the Board of Directors.

The new shares issued in place of the Shares declared void were (in the case of shareholders who did not express interest in exchange) sold at a public auction held on 7 January 2021.

The owners of the Shares have the right to receive a corresponding share of the auction proceeds in the amount of CZK 265.81 per share. From the amount to be paid to the Shareholder, there will be deducted an amount corresponding to the Company’s costs of sending the proceeds – bank charges associated with the payment.

Who is entitled to payment of the proceeds

Anyone who owns Shares historically issued by the Company in the form of a registered holder and in connection with the decision of the General Meeting of the Company to reduce the share capital on 20 December 2019 has not expressed interest in exchanging these Shares for new shares of the Company may request payment of the proceeds.

How to apply for payment of proceeds

Please contact the Company by email at akcie@spolchemie.cz, in writing to the Company’s address above, or by telephone at. 477 162 074 and make an appointment with an authorized representative of the Company. If you already provide us with the necessary information listed below as part of this communication, this can significantly speed up the processing of your request.

What information will be required when applying for payment of proceeds

In order to successfully claim the proceeds, we will need your proper identification, according to a valid ID card (or passport or similar document). For a legal entity, we require full identification according to the entry in the public register or other similar records (e.g. Commercial Register, etc.) and at the same time identification of the person authorised to act for the legal entity in accordance with this entry (in the Czech language or an official translation into Czech).

If you are represented by a third party, we will require you to provide a written authorisation with a certified signature of you as the principal and (similar to the previous paragraph) full identification of the principal. The Company will publish a model power of attorney on its website.

In order to expedite the processing of your request, we also recommend that you provide the Company with the identification of the Shares to which your right to receive the proceeds of the auction is linked, in particular their number, nominal value, total nominal value, numerical designation, if any, as well as the above information necessary for your proper identification.

In accordance with §349 of the German Companies Act, the Company shall provide all monetary benefits to the shareholder or person who has an independently transferable right, at its own expense and risk, exclusively by wire transfer to a bank account, therefore we will require the identification of the bank connection for the purpose of payment of the auction proceeds as part of your request. For the sake of completeness, it must always be an account held with a person authorised to provide banking services in a country that is a full member of the Organisation for Economic Co-operation and Development.

Application for payment and delivery of shares

The Company requires the delivery of the originals of your shares as part of the request for payment of the auction proceeds in order to protect the legitimate interests of the Company, in particular to prevent repeated requests for payment of the auction proceeds.

The actual request for payment of the proceeds will then be made in writing at a personal meeting on the Company’s form. The written request shall include a confirmation of transfer of shares to the Company One original request, confirmed by the Company, will be provided to you. Based on the information provided in the application, the auction proceeds will then be paid out.

In the event of loss or destruction of Shares, the proceeds will be paid on production of an original/certified copy of a final court order for redemption of the lost/destroyed Shares issued by the Company, which shall contain full identification of the Shares to enable their differentiation from other Shares.

Declaration within the application

As part of the handover protocol included in the application, declarations will be required from shareholders that

  • the Shares represented hereby are true and proper shares issued by the Company,
  • the applicant has validly and duly (in accordance with applicable law) acquired the Shares submitted and is the beneficial owner of the Shares;
  • that all matters required to be shown in connection with the disposition of the Shares, including any transfer or other endorsements, are duly noted on the Shares tendered and that such information is complete and correct;
  • the applicant is not aware of the existence of any fact that could justify the payment of even a portion of the proceeds of the auction to be paid to the owner of the Shares to a person other than the applicant;
  • all the information given in the protocol is true and complete.

In the event that any of the facts stated by the applicant in are untrue or misleading, an indemnity promise will be required from the Company.

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31.3.2021

Board of Directors

Spolek pro chemickou a hutní výrobu, akciová společnost, IČO 00011789, with registered office at Revoluční 1930/86, Ústí nad Labem, Postal Code 40032, registered at the Regional Court in Ústí nad Labem, Section B, Insert 47, announces that

on 1. 6. 2021 at 14:00 on the website www.prodej-drazbou.cz, auction ID: 74440, will be held in accordance with Section 33 of Act no. 256/2004 Coll. public electronic involuntary auction of the certificated shares of Spolek pro chemickou a hutní výrobu, akciová společnost, which the shareholders did not take over when exchanging the original certificated shares with a nominal value of CZK 500 for new certificated shares with a nominal value of CZK 185 issued in connection with the decision of the General Meeting of the company to reduce the nominal value of the shares, although they were repeatedly invited to do so.

A total of 1,161,918 unlisted ordinary registered shares with a nominal value of CZK 185.00 each will be auctioned. The final number of shares auctioned may be lower. More detailed terms and conditions of the auction are published in the auction notice at http://www.centralni-adresa.cz and on the auctioneer’s website CYRRUS CORPORATE FINANCE, a.s. http://www.cyrruscf.cz.

17.3.2021

Repeated call by the Board of Directors for share exchange

The Board of Directors of the Company Spolek pro chemickou a hutní výrobu, akciová společnost, following the decision of the General Meeting of the Company held on 20.12.2019 and at the same time beyond the provisions of § 526 and § 537 of Act No. 90/2012 Coll, on Commercial Companies and Cooperatives, repeatedly invites the Company’s shareholders to submit their existing certificated shares issued by the Company for the purpose of exchanging them for new certificated shares of the Company with a lower nominal value, namely to exchange the existing shares with a nominal value of CZK 500 for new shares with a nominal value of CZK 185.

Detailed information can be found below:

If you have any questions, please contact us at akcie@spolchemie.cz

Thank you.

For the Society for Chemical and Metallurgical Production, Joint Stock Company
Ing. Pavel Jiroušek, Chairman of the Board

2.11.2020

Announcement of the public electronic involuntary auction of the company’s certificated shares

Board of Directors

Spolek pro chemickou a hutní výrobu, akciová společnost, IČO 00011789, with registered office at Revoluční 1930/86, Ústí nad Labem, Postal Code 40032, registered at the Regional Court in Ústí nad Labem, Section B, Insert 47, announces that

on 7. 1. 2021 at 11:00 a.m. on the website www.prodej-drazbou.cz, Auction ID: 73922, will be held in accordance with Section 33 of Act no. 256/2004 Coll. public electronic involuntary auction of the certificated shares of Spolek pro chemickou a hutní výrobu, akciová společnost, which the shareholders did not take over when exchanging the original certificated shares with a nominal value of CZK 500 for new certificated shares with a nominal value of CZK 185 issued in connection with the decision of the General Meeting of the company to reduce the nominal value of the shares, although they were repeatedly invited to do so.

A total of 374,144 unlisted ordinary registered shares with a nominal value of CZK 185.00 each will be auctioned. The final number of shares auctioned may be lower. More detailed terms and conditions of the auction are published in the auction notice at http://www.centralni-adresa.cz and on the auctioneer’s website CYRRUS CORPORATE FINANCE, a.s. http://www.cyrruscf.cz.

1.10.2020

Announcement of invalidation of shares

Dear Shareholders,

The Company hereby announces that on 1 October 2020, the certificated shares issued by the Company and not submitted for exchange due to the decision on the reduction of the share capital made by the General Meeting of the Company on 20 December 2019 were declared invalid by the Board of Directors, in accordance with §538 of Act 90/2012 Coll., the Act on Business Corporations and Cooperatives.

A more detailed specification of the cancelled shares with their numerical designation is given below:

15.7.2020

Repeated call by the Board of Directors for share exchange

Dear Shareholders,

According to the information recorded in the list of shareholders maintained by the Company, not all shareholders of the Company had exchanged their shares within the time limit set by the original invitation or as of the date of this invitation.

The company hereby complies with Art. § Section 537 of the Companies Act, the Company’s shareholders who have not yet done so are again invited to submit their existing certificated shares issued by the Company for the purpose of exchanging them for new certificated shares of the Company with a lower nominal value, namely to exchange the existing shares with a nominal value of CZK 500 for new shares with a nominal value of CZK 185.

The exchange of the existing certificated shares with a nominal value of CZK 500 for certificated shares with a nominal value of CZK 185 will take place until 31. 8. 2020 either at the Company’s headquarters in Ústí nad Labem, i.e. at Revoluční 1930/86, Ústí nad Labem, Postal Code 400 32 or at the Company’s Prague office at Italská 1583/24, Vinohrady, 120 00 Prague 2.

Detailed information can be found below:

If you have any questions, please contact us at akcie@spolchemie.cz

Thank you.

For the Society for Chemical and Metallurgical Production, Joint Stock Company
Ing. Pavel Jiroušek, Chairman of the Board

Information and share exchange [ 7/7/2020 ]

Dear Shareholders,

On 30 June 2020, the deadline for the exchange of shares issued by the Company with a nominal value of CZK 500 for registered shares with a nominal value of CZK 185 in connection with the decision of the General Meeting of the Company held on 20 December 2019 expired.

The Company’s Board of Directors is currently preparing a repeated call for exchange of the shares in question in accordance with Section 537 of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (the Commercial Corporations Act), as amended (the “CCC”), which will set an additional reasonable period of time for the exchange of shares, prior to the procedure provided for in Sections 538 and 539 of the CCC.

In view of the above, the Company hereby informs the shareholders that the opportunity to submit shares issued by the Company with a nominal value of CZK 500 for exchange for new certificated shares of the Company with a nominal value of CZK 185 is still available, under the same conditions as those notified to the shareholders in the Board of Directors’ Invitation to Exchange Shares and the Notice of Renewal of Exchange of Shares and Extension of Exchange Deadline (downloadable below).

The reservation system currently allows booking dates until 31.7.2020.

The shareholders will be informed about the further procedure by the Call of the Board of Directors pursuant to Section 537 of the German Companies Act.

Notice of renewal of the share exchange and extension of the deadline for the exchange

Dear shareholders

The Board of Directors of the Company decided on 29 April 2020 to renew the Share Exchange process and extend the Share Exchange date as follows:

The exchange of existing registered shares with a nominal value of CZK 500 for registered shares with a nominal value of CZK 185 will be renewed as of 30 April 2020 and will run until 30 June 2020.

Detailed information can be found below:

If you have any questions, please contact us at akcie@spolchemie.cz

Thank you.

For the Society for Chemical and Metallurgical Production, Joint Stock Company
Ing. Pavel Jiroušek, Chairman of the Board

Notice of suspension of share exchange II

Dear Shareholders,

in view of the development of the emergency situation and the protective measures taken in connection with the COVID-19 (coronavirus) infection, the exchange of the Company’s shares will continue to be temporarily suspended.

All dates booked for April will also be cancelled.

The exchange will be resumed as soon as the situation permits. The deadline for the exchange of shares will be reasonably extended to allow shareholders to re-book the date and to properly execute the exchange of shares in a timely manner. Shareholders will be duly informed about the resumption of the share exchange process.

If you have any questions, please contact us at akcie@spolchemie.cz

Thank you for your understanding.

For the Society for Chemical and Metallurgical Production, Joint Stock Company
Ing. Pavel Jiroušek, Chairman of the Board

Notice of discontinuation of share exchange

Dear Shareholders,
in view of the emergency situation and the protective measures being taken in connection with the spreading COVID-19 (coronavirus) disease, the exchange of the Company’s shares will be temporarily suspended with effect from 16 March 2020.

Reserved dates for the period 16.3.-31.3.2020 will be cancelled.

The exchange will be resumed as soon as the situation permits. The deadline for the exchange of shares will be reasonably extended to allow shareholders to re-book the date and to properly execute the exchange of shares in a timely manner. Shareholders will be duly informed about the resumption of the share exchange process.

If you have any questions, please contact us at akcie@spolchemie.cz

Thank you for your understanding.

For the Society for Chemical and Metallurgical Production, Joint Stock Company
Ing. Pavel Jiroušek, Chairman of the Board

Checking shareholder contact details

The new wording of the Articles of Association of our company Spolek pro chemickou a hutní výrobu, akciová společnost, ID No.: 000 11 789, with registered office at Revoluční 1930/86, Postal Code 400 32, Ústí and Labem (hereinafter referred to as “the Company”), adopted at the last Annual General Meeting of the Company held on 16 August 2019, is for the future possible to send the shareholders an invitation to the General Meeting of the Company to the following e-mail address. Article 39 of the Articles of Association specifically states that if a shareholder’s e-mail address is included in the list of shareholders, the invitation will be sent to that shareholder only at that e-mail address.

As the Company will be using this method of notification in a new way, we would like to ask you to confirm that the details of the correspondence e-mail address that the Company has recorded for you in the shareholders’ list are complete and correct.

Please check the data that the Society currently records about you. If you do not have information on what data you have provided to the Society for this purpose, please request it in writing to the address of the Society’s registered office or by email to zemkova@spolchemie.cz.

If the e-mail contact details were not previously provided, are incorrect or incomplete, or have been changed, please ask the Society to change the details. The change of data can be requested either in writing on the basis of the form Provision of data to the list of shareholders – CHANGE, which can be downloaded above, where you fill in the current, correct and complete data, provide it with a certified signature and deliver it to the address of the registered office of the Society, or in person at the registered office of the Society in the office of the assistant to the CEO Ing. +420 477 162 074 or email: zemkova@spolchemie.cz.

We hope that you will welcome the possibility of sending out invitations to the General Meeting electronically, which is significantly more cost-effective for the Society.

REPEATED CALL OF THE BOARD OF DIRECTORS TO EXCHANGE SHARES

Board of Directors of the company
Association for Chemical and Metallurgical Production, Joint Stock Company
ID: 000 11 789
with registered office at Ústí nad Labem, Revoluční 1930/86, Postal Code 400 32
registered in the Commercial Register, maintained by the Regional Court in Ústí nad Labem in sec. B, insert 47

(hereinafter referred to as the “Company”)

In accordance with Section 3(2) of Act No. 134/2013 Coll., on Certain Measures to Enhance the Transparency of Joint Stock Companies (hereinafter referred to as “ZZTAS”) and related legislation, the Company hereby repeatedly invites the Company’s shareholders to submit their existing certificated shares issued by the Company for the purpose of exchanging them for new certificated shares of the Company in registered form.

For the avoidance of doubt, the Company’s Board of Directors states that this invitation also applies to the Company’s shareholders who have not yet appeared to receive the certificated shares issued by the Company following the conversion of the Company’s shares approved by the Company’s General Meeting of 10 September 2007.

Justification:
The Board of Directors of the Company at its meeting held on 24 March 2014 decided to exchange the existing shares of the Company for new registered shares of the Company. The reason for the share exchange is that the shares were exchanged on 1. 1. 2014 in accordance with § 2 para. 1 ZZTAS changed the form of the shares issued by the Company and all the Company’s shares are now in registered form.

The Board of Directors of the Company, by invitation dated 24 March 2014, invited the shareholders of the Company to present their existing certificated shares issued by the Company for the purpose of exchange for new certificated shares of the Company in registered form, with the exchange of shares commencing on 1 May 2014. Based on the decision of the Company’s Board of Directors, the deadline for the shareholders to exchange their shares was repeatedly extended and the exchange is still ongoing.

According to the information recorded in the list of shareholders maintained by the Company, not all shareholders of the Company had exchanged their shares within the time limit set by the original invitation or as of the date of this invitation.

In accordance with Section 214 of Act No. 90/2012 Coll., on Commercial Companies and Cooperatives (hereinafter referred to as the “CCC”) and the provisions of Section 769 of Act No. 513/1991 Coll., the Commercial Code, as in force on 31 December 2013, the Company hereby invites shareholders to submit shares issued before 1 January 2014 for exchange for new certificated shares of the Company with the issue date of 24 March 2014.

Share exchange:
The exchange of the Company’s original shares for new registered shares will take place until 14 September 2018 at the Company’s registered office.

Prior to the exchange, the shareholder is obliged to provide the Company with his/her name, residence and date of birth (in the case of natural persons) or company name, registered office, identification number (in the case of legal entities), which will be marked on the new shares and entered in the list of shareholders.

The shareholder is also obliged to provide the Company with the number of his bank account held with a person authorised to provide banking services in a country which is a full member of the Organisation for Economic Co-operation and Development. The bank account will also be entered in the Company’s register of shareholders, and the Company will pay any cash consideration associated with the shareholding to the shareholder into that account.

If the existing shares of the Company are held by a pledgee or other person who is entitled to hold the shares instead of the shareholder, the obligation to present the shares shall be fulfilled by that person. The shareholder is obliged to notify this person. If the shares are subject to a lien, such person shall notify the Company of the existence of the lien, which shall also be indicated on the shares.

Notice to Shareholders:
A shareholder who has not yet presented his shares for exchange and has not notified the Company of his name and residence or registered office shall not be entitled to exercise the voting rights attached to the shares in respect of which he is in default during the period of such default. In respect of these shares, the shareholder will also not be entitled to a share in the profit if the General Meeting decides on its distribution at the time of the shareholder’s default.

Existing shares of the Company that are not submitted to the Company for exchange even by 14 September 2018 will be declared void and sold through a public auction by a securities dealer. The proceeds from the sale, after setting off the Company’s claims against the shareholder arising in connection with the invalidation of the shares and their sale, will be paid without undue delay to the person concerned.

Further information:
Further information regarding the share exchange process will be published on the Company’s website www.spolchemie.cz in the “Profile” section for investors in the “Other information for shareholders” section.

In Ústí nad Labem, on 8.8.2018
Association for Chemical and Metallurgical Production, Joint Stock Company

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