INVITATION TO THE GENERAL MEETING
of Primoco UAV SE
The Board of Directors of Primoco UAV SE, with its registered office at Výpadová 1563/29f, Postcode 153 00, Prague 5 – Radotín, Company ID No.: 037 94 393, registered in the Commercial Register maintained by the Municipal Court in Prague, Section H, File 1546 (hereinafter referred to as the “Company”),
hereby convenes
the General Meeting of the Company,
to be held on 30 January 2026 at 9:00 a.m. at VELO Restaurant, Na Betonce 114/2, Postcode 153 00, Prague 16 – Radotín.
Agenda of the General Meeting:
Registration of attendees and opening of the General Meeting.
Determination of the General Meeting’s capacity to adopt resolutions.
Election of the Chairman of the General Meeting, the minutes clerk, the minutes verifier, and the person responsible for counting votes.
Amendment of the Company’s Articles of Association concerning the scope of business activities.
Amendment of the Company’s Articles of Association concerning the General Meeting.
Election of members of the Company’s Audit Committee.
Approval of service contracts with members of the Audit Committee.
Conclusion.
Draft Resolutions and Explanations:
The Chairman of the Company’s Board of Directors shall announce the number of shareholders and votes present at the General Meeting.
The Chairman of the Company’s Board of Directors shall announce whether the General Meeting is capable of adopting resolutions.
Based on the proposal of the Chairman of the Company’s Board of Directors, the General Meeting shall elect the Chairman of the General Meeting, the minutes clerk, the minutes verifier, and the person responsible for counting votes.
Proposed resolution: The General Meeting of the Company elects Mgr. Ondřej Mikuláš as Chairman of the General Meeting and simultaneously as verifier of the minutes, and Ms. Lenka Holsteinová as minutes clerk of the General Meeting, and further authorizes the Chairman of the General Meeting to also perform the counting of votes.Proposed Resolution: The General Meeting of the Company approves the following amendment to the Company’s Articles of Association:
In Article 3.1(a) (Scope of Business), after the bullet point “operation of commercial air transport;” two new bullet points shall be added, reading as follows: “operation of aerial work;” and “training and instruction on military aviation equipment.”
Explanation: The amendment to the Articles of Association expands the Company’s scope of business to more accurately reflect the range of activities the Company is already authorized to perform under relevant public authorizations granted to it—namely, a license for the operation of aerial work issued by the Civil Aviation Authority of the Czech Republic pursuant to Section 74 of Act No. 49/1997 Coll., on Civil Aviation, as amended, and certification for training and instruction on military aviation equipment issued by the Ministry of Defence of the Czech Republic pursuant to Section 35n(1)(c) of Act No. 219/1999 Coll., on the Armed Forces of the Czech Republic, as amended.
Each shareholder of the Company is entitled to inspect the draft amendment of the Articles of Association free of charge at the Company’s registered office during the period from the date of publication of this invitation until the date of the General Meeting.Proposed Resolution: The General Meeting of the Company approves the following amendment to the Company’s Articles of Association:
Article 6.2 shall henceforth read as follows: “The General Meeting shall have a quorum if shareholders holding shares with a nominal value exceeding 50% (in words: fifty percent) of the registered capital are present.”
Article 6.3 shall henceforth read as follows:
“The General Meeting shall adopt decisions by a simple majority of the votes of shareholders present, unless the Council Regulation, laws of the Czech Republic implementing EU Directives, other applicable Czech legislation, or these Articles of Association require a qualified majority in the case of a European company or a joint-stock company.”
Explanation: The amendment to the Articles of Association consists of: (a) reducing the quorum required for the General Meeting from the current level of more than 75% of all shareholders to more than 50% of all shareholders; and (b) reducing the voting threshold required for the listed resolutions from 75% of all shareholders to a simple majority of shareholders present. These changes reflect the Company’s current shareholder structure and, in the opinion of the Board of Directors, are intended to increase the flexibility of the General Meeting’s decision-making. Based on experience to date, the majority of minority shareholders do not attend the General Meetings. Under the current quorum and voting thresholds, there is therefore a risk that the General Meeting may not reach a quorum or may become blocked when voting on key resolutions necessary for the Company’s operations—especially the election of members of the Company’s governing bodies, which must be repeated periodically due to the limited duration of their term of office. This situation was evident during the previous General Meeting of the Company held on 13 June 2025, at which the Board of Directors’ proposal for the re-election of members of the Audit Committee following the expiry of their term was not approved, and no alternative proposal was submitted.Each shareholder of the Company is entitled to inspect the draft amendment of the Articles of Association free of charge at the Company’s registered office during the period from the date of publication of this invitation until the date of the General Meeting.
- Proposed Resolution: The General Meeting appoints the following individuals as members of the Company’s Audit Committee:
Mr. Petr Babický, born on 6 March 1960, permanent address: Zámecká 84, Postcode 251 64, Mnichovice;
Mr. Jan Venglář, born on 17 November 1970, permanent address: Osadní 1466/5, Postcode 170 00, Prague 7 – Holešovice; and
Mr. Rostislav Kuneš, born on 24 February 1968, permanent address: Jana Růžičky 1162/17, Postcode 148 00, Prague 4 – Kunratice.
Explanation: This matter falls within the competence of the General Meeting pursuant to Section 421(2)(f) of the Business Corporations Act. The appointment of the Audit Committee members is proposed in accordance with Article 9.1 of the Articles of Association and Section 44(2) of the Act on Auditors, as amended, in connection with Sections 1a(a) and 19a(1) of Act No. 563/1991 Coll., on Accounting, as amended. The proposal reflects the expiry of the term of office of the previous Audit Committee members and the subsequent rejection of the Board of Directors’ proposal for their re-election at the General Meeting held on 13 June 2025. The proposed candidates for membership in the Audit Committee are identical to the last appointed members of the Audit Committee and, in the opinion of the Company’s Board of Directors, meet the professional competence and independence requirements set out in Sections 44(3)–(6) of the Act on Auditors.
Proposed Resolution: The General Meeting approves the conclusion of service contracts between the Company and:
Mr. Petr Babický, born on 6 March 1960, permanent address: Zámecká 84, Postcode 251 64, Mnichovice, as a member of the Company’s Audit Committee;
Mr. Jan Venglář, born on 17 November 1970, permanent address: Osadní 1466/5, Postcode 170 00, Prague 7 – Holešovice, as a member of the Company’s Audit Committee; and
Mr. Rostislav Kuneš, born on 24 February 1968, permanent address: Jana Růžičky 1162/17, Postcode 148 00, Prague 4 – Kunratice, as a member of the Company’s Audit Committee;
each in the wording of the template attached to this invitation to the General Meeting.
Explanation:
This matter falls within the competence of the General Meeting pursuant to Section 59(2) of the Business Corporations Act. The approval of the service contracts is proposed in respect of all nominated members of the Company’s Audit Committee under item 6 above, in wording substantially identical to the service contracts previously concluded between the Company and members of the Audit Committee
Record Date for Participation in the General Meeting and Explanation of Its Significance
The record date for participation in the General Meeting is 23 January 2026 (the “Record Date”). The significance of the Record Date lies in the fact that the right to attend and exercise all shareholder rights at the General Meeting, including voting rights, is vested exclusively in the person registered as the owner of the Company’s shares in the book-entry securities register maintained by the Central Securities Depository as of the Record Date, or in the person authorized to represent such shareholder at the General Meeting. The extract from this register as of the Record Date shall be obtained by the Company.
Shareholder Rights in Relation to the General Meeting
Registration and Representation of Shareholders at the General Meeting
A shareholder may attend the General Meeting in person or by proxy. Each shareholder has the right to grant a power of attorney to any natural or legal person to represent them at the General Meeting and to exercise their shareholder rights, including voting rights, on their behalf. For this purpose, a power of attorney form for representation at the General Meeting is available on the Company’s website at https://www.uav-stol.com/ under the section For Investors – Regulatory Announcements. The form is also available in paper form at the Company’s registered office on business days between 9:00 a.m. and 3:00 p.m. A shareholder may request that the Company send the form of power of attorney at their own expense and risk either in paper form or electronically by email to semetkovsky@primoco.com or by post to the Company’s registered address. The same email address semetkovsky@primoco.com may also be used to notify the Company electronically of the granting or revocation of a power of attorney. Any electronic notification must bear a qualified electronic signature that clearly verifies the identity of the signatory.Registration of shareholders or their representatives on the day of the General Meeting will take place from 8:00 a.m. at the venue of the meeting. Upon registration, shareholders who are natural persons shall present a valid identity document. Members of the statutory body of a shareholder that is a legal entity shall also present a current extract from the relevant public register or another document proving their authority to act on behalf of the entity. A shareholder’s proxy shall present their identity document and a written power of attorney, unless otherwise provided by law. A person registered in the book-entry securities register as an administrator or as a person authorized to exercise rights attached to shares shall not be required to submit a power of attorney. A representative whose authority to represent a shareholder arises from another legal basis than a power of attorney must present evidence of such authority at registration. The power of attorney must be in writing and must state whether it has been granted for representation at one or more General Meetings. If the Company has received an electronic notification of the granting of a power of attorney bearing a qualified electronic signature that clearly verifies the identity of the signatory, no written power of attorney shall be required upon registration of shareholders or their representatives.
Rights Associated with Participation in the General Meeting
A shareholder is entitled to attend the General Meeting, to vote, to request and receive explanations concerning matters relating to the Company or its controlled entities if such explanations are necessary for assessing the subject matter of the meeting or for exercising shareholder rights thereat. A shareholder is also entitled to submit proposals and counterproposals regarding matters included on the agenda of the General Meeting.
Voting rights are determined by the nominal value of the shares held by the shareholder, with each CZK 1 of nominal value representing one vote. Votes are indivisible. The total number of the Company’s shares is 4,708,910, each with a nominal value of CZK 1 (nominal value per share in EUR: 0.036068530207394048692515779981966 EUR). The total number of votes attached to the shares is 4,708,910.
Shareholders that are legal entities with registered offices in the Czech Republic, or legal arrangements obliged to register a beneficial owner under the Act on the Register of Beneficial Owners, shall not be entitled to exercise voting rights attached to their shares at the General Meeting if they have no beneficial owner registered as of the date of the meeting.
Shareholders present at the General Meeting shall vote by a show of hands. Voting by ballot shall take place only at the request of a shareholder, provided that the General Meeting approves it by a simple majority of votes of the shareholders present. Even in such a case, the voting shall not be secret. The Company does not allow postal voting or electronic voting at the General Meeting.
Voting shall proceed in the order “in favour,” “against,” and “abstained,” separately for each item on the agenda. The General Meeting shall vote first on the proposal of the Board of Directors, or of the convener of the meeting. If this proposal is not approved, voting shall continue on counterproposals in the order in which they were submitted. Voting shall end once either the Board of Directors’ (or convener’s) proposal or any counterproposal has been approved.
Requests for explanations shall be made by shareholders present either verbally upon the Chairman’s invitation or in writing at a designated location. The Chairman of the General Meeting shall ensure that all requests for explanations concerning matters on the agenda, raised in compliance with law and the Articles of Association during the meeting, are answered. If the complexity of the explanation prevents an immediate response, the Company shall provide the explanation to shareholders within 15 days of the date of the General Meeting.
If a shareholder intends to submit a proposal or counterproposal regarding matters on the agenda, it must be delivered to the Company. If submitted during the General Meeting, it must be presented in writing or orally before the vote on the relevant item begins. The Board of Directors shall promptly publish on the Company’s website all proposals and counterproposals delivered to the Company no later than three days before the date of the General Meeting. If the proposals and counterproposals are delivered no later than five days before the date of the General Meeting, the Board of Directors shall also publish its opinion on them without undue delay. If a proposal or counterproposal includes a justification, the Board of Directors shall also publish such justification. A shareholder may also submit proposals concerning matters to be included on the agenda before the publication of the invitation to the General Meeting. The Board of Directors shall publish any proposal delivered to the Company no later than five days before publication of the invitation, together with its opinion, as part of this invitation on the Company’s website. A proposal, counterproposal, or request for explanation submitted in writing by a shareholder may be read by the Chairman of the General Meeting.
At the request of a shareholder or shareholders holding shares with an aggregate nominal value of at least 5% of the Company’s registered capital, the Board of Directors shall, provided that each proposed item is accompanied by a justification or draft resolution and that the request is delivered to the Company no later than ten days before the Record Date, include the requested item on the agenda of the General Meeting. Based on a duly submitted request, the Board of Directors shall publish the supplement to the agenda no later than five days before the Record Date, in the manner prescribed by law and the Articles of Association for convening the General Meeting.
Documents pursuant to Section 120b(1) of the Capital Market Undertakings Act relating to the General Meeting—namely, the invitation including draft resolutions, documents concerning the agenda (unless otherwise provided by law), any proposals or counterproposals submitted by shareholders, and information on the total number of shares and votes as of the date of publication of the invitation—may be obtained on the Company’s website https://www.uav-stol.com/ under For Investors – Regulatory Announcements and at the Company’s registered office on business days between 9:00 a.m. and 3:00 p.m.
In Prague, on 5 December 2025
_______________________________
Ladislav Semetkovský
Chairman of the Board of Directors
Primoco UAV SE
Annex:
