Shares and Shareholders

Information on the Company's Shares (at 31 December 2001)

I. Booked bearer shares

II. Booked registered shares

Shares are transferred by registration of the transfer pursuant to an instruction to register the transfer of a booked security. The transfer is registered by entry in the records specified by law (i.e. at the Prague Securities Centre).
Dividends will be paid out through Československá obchodní banka a.s., with registered office at Praha 1 – Nové Město, Na Příkopě 14, IPB Divisions.

Changes in Registered Capital

In 1997, in conjunction with asset transfers from residual state-owned enterprises pursuant to an amendment to the privatization project, the Company increased its registered capital by  CZK 107,368,000. In 2000, the registered capital was increased by a further CZK 163,282,000. A part of the increase (CZK 10,670,000) was registered in the Commercial Register in 1998. The remaining portions of the aggregate registered capital increase, totalling  CZK 259,980,000, were registered in 2000. This resulted in an increase in the number of bearer shares by 141,306. The remaining 129,344 new shares arising out of the capital increases materialized in 2001 and were credited to the National Property Fund of the Czech Republic.

Rights Attaching to Shares

No special rights are attached to the ownership of Company shares. The basic rights of shareholders, the way these rights are exercised, and transferability are regulated by Act No.513/1991 Sb, the Commercial Code, and the Articles of Association. Where rights are not exercised, the resultant procedure is laid down in the Articles of Association, in accordance with generally binding legal regulations in force in the Czech Republic. Rights attaching to shares are exercised by the person listed in the statutory records at the Prague Securities Centre, unless the law specifies to the contrary.

1. Shareholders have one vote per CZK 1,000 of nominal value. If one share is owned by several persons, the co-shareholders are obliged to agree on which of them shall exercise the rights attaching to the share or to appoint a joint representative.
2. A shareholder has the right, subject to the conditions laid down in Section 178 of the Commercial Code, to a share in the Company's profits (i.e. a dividend), as approved for distribution by the General Meeting.
   1. This share is determined by the ratio of the nominal value of a shareholder's shares to the nominal value of the shares of all shareholders.
   2. The dividend is payable within three months of the date the General Meeting resolution on the distribution of profits is adopted. The time limit for the payment of a dividend relates both to holders of bearer shares and holders of registered shares. The General Meeting shall decide, pursuant to a proposal from the Board of Directors, on the amount, place, method of payment, and decisive day for the payment of the dividend.
   3. The right to the payment of a dividend is time barred once four years have elapsed as of the decisive date for the dividend payment.
   4. A shareholder is not obliged to return a dividend to the Company which is received in good faith.
3. Over the life of the Company and subsequent to the winding up of the Company, a shareholder is not entitled to demand the return of his contributions. Only the considerations allowed under the law shall not be deemed to be the return of contributions. If the Company is wound up with liquidation, a shareholder has the right to a share in the liquidation balance.
4. A shareholder has the right to participate in the management of the Company, i.e. to attend the General Meeting and cast votes, demand and receive explanations relating to the Company where such explanations are required for an assessment of an item on the agenda of the General Meeting, and to make proposals and counterproposals at the General Meeting.
   1. If a shareholder intends to make counterproposals to proposals at a General Meeting, the content of these counterproposals is specified in the invitation to the General Meeting or notification of the General Meeting, or in cases where a notarial deed must be drawn up on a decision of the General Meeting, the shareholder is obliged to deliver the written text of his proposal or counterproposal to the Company no later than five days before the date of the General Meeting. A shareholder has the same right to demand and receive explanations regarding affairs related to persons controlled by the Company.
   2. A shareholder may request the Board of Directors for the issue of a copy of the minutes of the General Meeting or part thereof at any time during the existence of the Company. Copies are made at the shareholder's expense.
   3. A shareholder may petition a court to declare a resolution of the General Meeting null and void should it contravene legal regulations, the Memorandum of Association, or the Articles of Association. If this right is not exercised within three months of the date of the General Meeting, or – where a General Meeting has not been duly convened – when the shareholder could have learnt that the General Meeting had taken place, but no later than one year, this right shall cease to exist. If the reason for the action is that the General Meeting did not adopt the claimed resolution or that the content of the claimed resolution does not correspond to the resolution adopted by the General Meeting, the action may be filed within three months of the day the petitioner learnt of the claimed resolution, but no later than one year as of the date the General Meeting is held. A statement declaring a decision of the General Meeting null and void may only be sought in cases specified by law.
5. A shareholder has the preferential right to subscribe to a portion of new Company shares underwritten to increase the registered capital in the scope of his share in the Company's registered capital, provided that the shares are being subscribed to with monetary contributions. This right may be restricted or suspended only by a decision of the General Meeting and only provided this decision is in the important interests of the Company.
6. A shareholder or shareholders who hold shares or interim certificates with a value of more than 3% of the registered capital (hereinafter referred to as 'qualified minority') may request the Board of Directors for an Extraordinary General Meeting to be convened in order to discuss proposed affairs. The manner in which such a General Meeting is convened and the coverage of the costs thereof are regulated by law.

Right to a Dividend

1. The General Meeting shall decide, pursuant to a proposal from the Board of Directors, on the date, place, method of payment, and decisive day for the payment of a dividend. A dividend is payable within three months of the date the resolution of the General Meeting on the distribution of profit is adopted.
   The right to the payment of a dividend is time barred once four years have elapsed as of the decisive date for the dividend payment.
2. Rights attaching to shares are exercised by the person listed in the statutory records at the Prague Securities Centre, unless the law specifies to the contrary.
   1. If one share is owned by several persons, the co-shareholders are obliged to agree on which of them shall exercise the rights attaching to the share or to appoint a joint representative.
   2. Should a shareholder die, his heir is entitled to exercise rights attaching to a share, unless the law specifies to the contrary. Where there is more than one heir, the co-shareholders are obliged to agree on which of them shall exercise the rights attaching to the share or to appoint a joint representative. Should the heirs be unable to reach agreement, a court shall decide, pursuant to a proposal from the Company, on the person entitled to exercise rights attaching to a share until such time as the end of proceedings.
   3. The right to the payment of a dividend may be transferred independently by registration of the transfer in the records of booked shares.

Shareholder structure at 31 December 2001 (%) National Property Fund of the Czech Republic 55.38 ČEZ, a.s. 37.21 Towns and cities 5.31 Other legal entities 0.65 Private individuals 1.45

SHAREHOLDER STRUCTURE AT 31 DECEMBER 2001

The Company has issued 7,513,960 bearer shares with CZK 1,000 nominal value and 1,483,570 registered shares with CZK 1,000 nominal value. Both share issues are publicly tradable; however, registered shares may only be transferred using the procedure set forth in the Articles of Association. Shareholder rights are set forth in the Articles of Association and are in accordance with the valid version of the Commercial Code (Act No.513/1991 Sb).
At year-end 2001, the National Property Fund of the Czech Republic controlled 47.6% of the Company's equity in the form of bearer shares. In 1998, ČEZ gradually increased its holding in Severočeské doly a.s. to a strategic stake of 37.2%, of which 33.8% is held in the form of bearer shares.
The registered shares are held by the National Property Fund of the Czech Republic (7.8%), cities and towns (5.3%), and ČEZ (3.4%).

Trading in the Company's Shares

The Company's shares were first accepted for trading on the Prague Stock Exchange (PSE) in early March 1995. The shares were moved to the former Listed Market of the Prague Stock Exchange (PSE) on 27 June 1995. On 4 September 1995, as part of a reorganization of the PSE, the shares were transferred to the PSE's First Tier. Under a bourse decision dated 1 January 1998, the shares were moved to the Second Tier. When the shares were first listed in March 1995, the initial price was CZK 650 per share. The shares are also traded in the RM-SYSTÉM.

Severočeské doly a.s.share price on the PSE