commercial code by alicejenny

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Systém ASPI - stav k 13.10.2011 do částky 104/2011 Sb. a 48/2011 Sb.m.s.
Obsah a text 513/1991 Sb. - poslední stav textu nabývá účinnost až od 1. 1.2012

                                                     513/1991 Coll.

                                                            ACT

                                                     of 5 November 1991

                                                     Commercial Code

Amendment: 600/1992 Coll.
Amendment: 264/1992 Coll., 591/1992 Coll. (with regard to 4/1993 Coll.)
Amendment: 286/1993 Coll.
Amendment: 156/1994 Coll.
Amendment: 84/1995 Coll.
Amendment: 142/1996 Coll. (part)
Amendment: 94/1996 Coll.
Amendment: 142/1996 Coll.
Amendment: 77/1997 Coll.
Amendment: 15/1998 Coll.
Amendment: 165/1998 Coll.
Amendment: 356/1999 Coll.
Amendment: 27/2000 Coll., 105/2000 Coll.
Amendment: 29/2000 Coll.
Amendment: 370/2000 Coll.(part)
Amendment: 30/2000 Coll., 367/2000 Coll., 370/2000 Coll.
Amendment: 370/2000 Coll.(part)
Amendment: 120/2001 Coll.
Amendment: 239/2001 Coll.
Amendment: 501/2001 Coll.
Amendment: 353/2001 Coll.
Amendment: 15/2002 Coll.
Amendment: 126/2002 Coll.
Amendment: 308/2002 Coll.
Amendment: 125/2002 Coll., 151/2002 Coll., 312/2002 Coll.
Amendment: 476/2002 Coll., 87/2003 Coll., 88/2003 Coll.
Amendment: 437/2003 Coll.
Amendment: 370/2000 Coll.(part), 308/2002 Coll. (part), 85/2004 Coll., 257/2004 Coll.
Amendment: 360/2004 Coll.
Amendment: 484/2004 Coll.
Amendment: 360/2004 Coll. (part)
Amendment: 499/2004 Coll., 554/2004 Coll.
Amendment: 179/2005 Coll.
Amendment: 216/2005 Coll. (part)
Amendment: 216/2005 Coll.
Amendment: 377/2005 Coll.
Amendment: 413/2005 Coll.
Amendment: 56/2006 Coll.
Amendment: 79/2006 Coll., 81/2006 Coll.
Amendment: 57/2006 Coll.
Amendment: 308/2006 Coll.
Amendment: 269/2007 Coll., 296/2007 Coll.
Amendment: 36/2008 Coll.
Amendment: 344/2007 Coll.
Amendment: 104/2008 Coll.
Amendment: 126/2008 Coll., 130/2008 Coll., 230/2008 Coll.
Amendment: 215/2009 Coll., 217/2009 Coll.
Amendment: 230/2009 Coll.
Amendment: 285/2009 Coll.
Amendment: 420/2009 Coll.
Amendment: 227/2009 Coll., 152/2010 Coll.
Amendment: 409/2010 Coll., 427/2010 Coll.
Amendment: 188/2011 Coll.
Amendment: 309/2002 Coll.

         The Federal Assembly of the Czech and Slovak Federative Republic has enacted the following Act:

                                                         Part One

                                                  General Provisions
                                                            Chapter I

                                                        Basic Provisions

                                                                 Division I

                                                          Introductory Provisions

                                                                  Section 1

                                                             Scope of the Act

         (1) This Act regulates the status of entrepreneurs, commercial obligations and some other relations relating to
entrepreneurial activity and it incorporates the relevant law of the European Community 1).

         (2) The legal relations specified in Subsection 1 above are regulated by the provisions of this Act. Should it prove
impossible to resolve certain issues according to the provisions of this Act, such issues shall be resolved in accordance with civil
law. Should it prove impossible to resolve such issues in accordance with civil law provisions, they shall be assessed based on
commercial practice and, in the absence of such, then on the principles upon which this Act is based.

                                                                  Section 2

                                                          Entrepreneurial Activity

        (1) Entrepreneurial activity means continuous activities independently conducted by an entrepreneur in his/her own
name and on his/her own account for the purpose of making a profit.

          (2) Under this Act, an entrepreneur means:

a) a person registered in the Commercial Register,

b) a person conducting entrepreneurial activity based on a trade licence,

c) a person conducting entrepreneurial activity based on an authorisation other than a trade licence under a special regulation,

d) a person undertaking agricultural production which is registered in the respective register under a special regulation.

          (3) The place of business of a natural person is the address of the person’s place of business entered in the
Commercial Register or in another register provided for under law. Each entrepreneur shall register his/her actual place of
business in the Commercial Register. The registered office of a branch of an enterprise (Section 7) is the address of its actual
location.

                                                                  Section 3

                                                                 Repealed


                                                                 Section 3a

                                                  Unauthorised Entrepreneurial Activity

          ((1) Notwithstanding the provisions of Section 49a of the Civil Code, the nature or validity of a legal act shall not be
affected by the fact that the person involved is prohibited from conducting entrepreneurial activity or lacks authorisation to
conduct entrepreneurial activity.

          (2) A person that undertakes an activity which requires a notification or an authorisation under special legal
regulations without such a notification or authorisation and any person who undertakes such activity in another person’s name
or on another person’s behalf shall be liable for any damage thus caused; the liability of such persons under special legal
regulations shall not be thereby affected.

                                                                  Section 4

           The relations of persons other than entrepreneurs shall also be subject to the provisions of this Act if so provided by
this Act or under a special Act.

                                                                Division II

                                                     Enterprise and Business Assets

                                                                  Section 5

           (1) For the purposes of this Act, an enterprise means the aggregate of tangible, personal and intangible components
of business. Things, rights and other property values which belong to the entrepreneur and which are used for or, considering
their nature, are intended to serve the operation of an enterprise belong to the enterprise.
           (2) An enterprise is a collective thing. The legal provisions on things in the legal sense shall apply to the legal relations
of an enterprise. This shall not affect the scope of special legal regulations governing real property, things that are industrial and
other intellectual property, motor vehicles etc., provided they form a part of the enterprise.

                                                                     Section 6

           (1) For the purposes of this Act, the business property of an entrepreneur that is a natural person means the property
(things, receivables and other rights and values appraisable in money) which belong to the entrepreneur and which serve or are
intended to serve his/her business. The business property of an entrepreneur that is a legal entity shall be the aggregate of all of
its property.

          (2) For the purposes of this Act, the aggregate of business property and liabilities incurred by an entrepreneur that is a
natural person in connection with his/her business is deemed as business assets (hereinafter referred to as "assets"). The
assets of an entrepreneur that is a legal entity shall be the aggregate of all of its property and liabilities.

          (3) Net worth is the business property after the subtraction of liabilities incurred by the entrepreneur in connection with
his/her business if an entrepreneur is a natural person, or after the subtraction of all liabilities if an entrepreneur is a legal entity.

           (4) Equity is the entrepreneur’s own resources used to finance the entrepreneur’s business property; in the balance
sheet it shall be recorded under liabilities.

                                                                     Section 7

                                                            Branch of an Enterprise

            (1) A subsidiary branch is a branch of an enterprise which is registered as a subsidiary branch in the Commercial
Register. When operating a subsidiary branch, the branch shall use the entrepreneur’s business name (Section 8), indicating
that it is a branch of the enterprise.

          (2) Other branches of an enterprise shall have a status similar to that of a subsidiary branch if it is required under law
for such branches to be registered in the Commercial Register.

           (3) Business premises means the premises in which certain entrepreneurial activity is undertaken. Business premises
shall be identified with the entrepreneur’s business name or the name and surname or the name of the entrepreneur to which
the name of the premises or other distinguishing designation may be attached.

                                                                   Division III

                                                                 Business Name

                                                                     Section 8

           (1) A business name (hereinafter referred to as the "business name") is the designation under which an entrepreneur
is registered in the Commercial Register. An entrepreneur shall undertake legal acts under his/her business name.

          (2) An entrepreneur who is not registered in the Commercial Register shall not be subject to the provisions on
business name. If such an entrepreneur is a natural person, he/she shall undertake legal acts under his/her name and surname
and if such an entrepreneur is a legal entity then under its designation. When conducting entrepreneurial activity, an
entrepreneur that is not registered in the Commercial Register may attach a distinguishing suffix or other designation to his/her
name and surname or business name provided that it is not misleading and its use is in accordance with the law and good
competitive practices; such a suffix or designation is not a business name and is protected under the law governing unfair
competition.

                                                                     Section 9

         (1) The business name of a natural person is the person’s first name and surname (hereinafter referred to as the
"name"). The business name of a natural person may include a suffix to distinguish the person of the entrepreneur or the type of
business activity that usually relates to that particular person or business activity.

           (2) The business name of a company, cooperative and other legal entities that are established by registration in the
Commercial Register is the designation under which they are entered in the Commercial Register. The business name of a legal
entity subject to registration in the Commercial Register on the basis of a special legal regulation and which was established
prior to such registration shall be its designation. The business name of a legal entity shall also include a suffix identifying its
legal form.

                                                                    Section 10

          (1) A business name may not be such as to be confused with the business name of another entrepreneur or
misleading. A different suffix indicating the legal form is not sufficient to differentiate a business name. To distinguish one
natural person from another, it usually suffices to indicate another place of business. Natural persons that are entrepreneurs
and have identical first names and surnames and conduct entrepreneurial activity in the same place shall distinguish their
business names by an additional distinguishing suffix as provided for under Section 9 Subsection 1 .

          (2) Two or more persons that conduct entrepreneurial activity under a common name without having founded a legal
entity shall fulfil the obligations that arise from such entrepreneurial activity jointly and severally. A common name is not a
business name.

                                                                 Section 11

         (1) A person that inherits or acquires an enterprise on the basis an agreement may only continue conducting such
entrepreneurial activity under the existing business name with a suffix indicating succession if such person has the explicit
consent of the testator or heirs or his/her legal predecessor.

         (2) If an entrepreneur that is a natural person has changed his/her name, he/she may use their previous name in their
business name, provided that the business name is supplemented with a suffix containing his/her new name.

           (3) The business name of a legal entity shall pass to the successor legal entity together with the enterprise if the
original legal entity is dissolved without liquidation and its legal successor takes over the business name. If the successor legal
entity has a different legal form, the suffix indicating the legal form must be changed accordingly.

          (4) The transfer of a business name without the simultaneous transfer of the respective enterprise is inadmissible. The
transfer of a business name along with the transfer of only a part of the enterprise is possible if the entrepreneur intends to
operate the remaining part of the enterprise under another business name or if the remaining part is dissolved by liquidation.

           (5) If the business name of a legal entity includes the name of a shareholder or member who has ceased to be a
shareholder or member of the legal entity, the legal entity may continue using his/her name only with his/her consent. In the
event of the death or dissolution of such a shareholder or member, his/her prior consent or the consent of his/her heir or of
his/her legal successor shall be required.

           (6) The business names of enterprises that belong to the same group (Section 66a Subsection 7), may contain some
identical elements provided they contain a suffix indicating that they belong to the group and their business names may be
sufficiently distinguished from one another.

                                                                 Section 12

          (1) Any person whose rights have been affected by the unauthorised use of their business name may demand that the
unauthorised user refrain from any further use of their business name and remedy the defective condition. They may also claim
the surrender of unjust enrichment and the granting of appropriate compensation, which may be monetary.

         (2) If any damage is caused by the unauthorised use of a business name, compensation for such damage may be
claimed under this Act.

          (3) In its judgement the court may award the winning participant in the proceeding the right to have the court’s
judgement published at the losing participant’s expense, and, depending on the circumstances, the court may also determine
the extent, form and manner of publication.

                                                                Division IV

                                                         Entrepreneurial Conduct

                                                                 Section 13

           (1) If an entrepreneur is a natural person, he/she shall act either in person or through his/her representative. A legal
entity shall act through its statutory body or its representative.

         (2) The provisions of this Act governing the various forms of companies and cooperatives set out the statutory body
whose acts are deemed to be the acts of an entrepreneur.

          (3) The head of a branch of an enterprise (Section 7 Subsection 1 and 2) whose name is entered in the Commercial
Register is entitled to undertake all acts concerning the branch on behalf of the entrepreneur.

          (4) If an entrepreneur is a legal entity, the entity shall be bound towards third parties by the conduct of its statutory
body or liquidator even if the statutory body or liquidator exceeds the legal entity’s scope of business (objects), except when
such acts exceed the authority granted by law or which may be entrusted by law to the statutory body or the liquidator.

         (5) Any limitation of the authorisation to act on behalf of an entrepreneur that ensues from the articles of association,
the agreement of association or a similar document or from a decision made by the organs of a legal entity shall not be
enforceable against third parties even if it was published.

                                                                Section 13a

                                                         Commercial Documents

          (1) An entrepreneur shall indicate his/her business name, or name or designation, registered office or place of
business and identity number on all orders, business correspondence, invoices, agreements and in information made publicly
available via remote access (hereinafter referred to as a “web site”). Entrepreneurs registered in the Commercial Register shall
also provide details of such entry, including the respective file number. Entrepreneurs not registered in the Commercial Register
shall provide details on the entry in another register in which they are registered. Information about the amount of registered
capital may only be stated in commercial documents and on the web site if the registered capital has been fully paid up.
          (2) Orders, business correspondence, invoices, agreements and web sites concerning the enterprise of a foreign
person or the branch of the enterprise of a foreign person shall contain all the information specified in Subsection 1 above as
well as information regarding the registration of the branch or the enterprise in the Commercial Register, including the
respective file number. In the case of a person to whom Section 21 Subsection 5 applies, such person shall indicate the same
information as a Czech person not registered in the Commercial Register pursuant to Subsection 1.

         (3) Orders, business correspondence, invoices, agreements and web sites concerning an enterprise of a foreign
person or the branch of an enterprise of a foreign person need not contain information about the registration of the foreign
person in the commercial register in the state under whose law the foreign person is governed or in which the person has
residence, provided that such law does not require or permit registration in such a register.

                                                                  Section 14

                                                                    Proxy


          (1) By means of a proxy, an entrepreneur entitles the authorised signatory to perform all legal acts involved in
operating the enterprise, even though a special power of attorney might otherwise be required to perform such acts. A proxy
may only be granted to a natural person.

          (2) The proxy does not authorise the authorised signatory to alienate real estate or encumber it, unless such
authorisation is expressly granted by the proxy.

          (3) Limiting the scope of proxy by means of internal instructions has no legal consequences in relation to third parties.

           (4) A proxy may be conferred on more than one person, in which case either each authorised signatory is
independently entitled to represent and sign for the entrepreneur, or the concurrent affirmative manifestation of the will of all, or
at least two, of the authorised signatories involved is required.

        (5) When an authorised signatory signs documents, he/she shall state the business name of the entrepreneur on
whose behalf they are acting and in an addendum they shall indicate their proxy and affix their signature.

           (6) A proxy becomes effective when it is registered in the Commercial Register. If conferred on more than one
individual, the application shall specify whether each authorised signatory may act independently or, when applicable, how
many authorised signatories must act jointly.

           (7) A proxy is not terminated by the death of the entrepreneur, unless the entrepreneur stated the proxy was to last
only during his/her life. After the death of the entrepreneur, the authorised signatory may take only such acts as within the scope
of usual business and shall file, without undue delay, a petition to enter such limitation of the proxy at the competent court
(Section 27 Subsection 1). Acts exceeding the scope of usual business may be taken by the authorised signatory only subject to
the heirs’ approval and consent by the court.

                                                                  Section 15

           (1) Any person entrusted with performance of a certain activity in the operation of an enterprise is entitled to undertake
all acts usually involved in the course of such activity.

         (2) If an entrepreneur’s representative exceeds the powers conferred on him/her under Subsection 1 above, the
entrepreneur shall only be bound by such conduct if the third party did not know that the representative had exceeded his/her
powers and, in the light of all the circumstances of the case, if the third party could not have been aware that the representative
had exceeded his/her powers.

          (3) The powers under Subsection 1 above are not terminated by the death of the entrepreneur, unless the
entrepreneur stated the powers were to last only during his/her life. After the death of the entrepreneur, the entitled
representative may take only such acts as within the scope of usual business. Acts exceeding the scope of usual business may
be taken by the entitled person only subject to the heirs’ approval and consent by the court.

                                                                  Section 16

           The entrepreneur is also bound by the conduct of another person in the entrepreneur’s business premises, provided
that a third party involved could not have been aware that the said person was not entitled to conduct him/herself in such a
manner.

                                                                 Division V

                                                             Business Secrets

                                                                  Section 17

          One of the rights appertaining to an enterprise involves business secrets. Business secrets include commercial,
manufacturing and technological facts relating to the enterprise which have actual or potential material or nonmaterial value, are
not readily available in the respective business circles, and are to be kept confidential upon the will of the entrepreneur. The
entrepreneur shall provide for the adequate protection of his/her business secrets.

                                                                  Section 18
         An entrepreneur operating an enterprise to which the provisions on business secrets apply has an exclusive right to
dispose of such secrets, including the right to grant permission to other persons to use them and to set the conditions of such
use.

                                                                  Section 19

          The right to a business secret lasts as long as the circumstances referred to in Section 17 above apply.

                                                                  Section 20

          An entrepreneur has the right to legal protection against any violation of or threat to his/her business secrets, as in the
case of unfair competition.

                                                            Chapter II

                                        Entrepreneurial Activities of Foreign Persons

                                                                 Division I

                                                              Basic Provisions

                                                                  Section 21

          (1) Foreign persons may conduct entrepreneurial activity in the territory of the Czech Republic under the same
conditions and to the same extent as Czech persons, unless stipulated otherwise by law.

           (2) For the purposes of this Act, a foreign person shall mean a natural person whose residence is outside the territory
of the Czech Republic, or a legal entity which has its registered office outside the territory of the Czech Republic. For the
purposes of this Act, a legal entity which has its registered office in the territory of the Czech Republic is deemed to be a Czech
legal entity.

          (3) For the purposes of this Act, entrepreneurial activity by a foreign person in the territory of the Czech Republic
means entrepreneurial activity by a foreign person who has an enterprise or a branch located in the territory of the Czech
Republic.

           (4) A foreign person’s authorisation to conduct entrepreneurial activity in the territory of the Czech Republic takes
effect on the day as of which that person, or that person’s branch, is entered in the Commercial Register. Such foreign person
may conduct entrepreneurial activities within the scope of business (objects) entered in the Commercial Register. The
application for registration is filed by the foreign person.

          (5) The provisions of Subsection 4 above shall not apply to a natural person who is:

a) a national of a Member State of the European Union or some other state of the European Economic Area or the Swiss
Confederation,

b) a family member of a person under Paragraph a) above who has right of residence in the Czech Republic 1a),

c) a third-country national who was acknowledged the legal status of long-term resident1b) in a member state of the European
Union,

d) a family member of a person under Paragraph c) above who was issued a long-term residence permit in the Czech
Republic1b),

e) a different party than the parties listed under Paragraphs a) through d), which acquires the right to conduct entrepreneurial
activities according to the Trades Licensing Act.

                                                                  Section 22

           A foreign person other than a foreign natural person has the same legal capacity under Czech law as under the law
under which such person was established. The law under which such person was established also governs the foreign person’s
internal legal relations and their members’ or shareholders’ liability for the person’s obligations.

                                                                  Section 23

          Foreign persons having the right to conduct entrepreneurial activities abroad are considered to be entrepreneurs
under this Act.

                                                                 Division II

                                       Foreign Persons’ Capital Interests in Czech Legal Entities

                                                                  Section 24

          (1) Under the provisions of this Act, a foreign person may participate in the founding of a Czech legal entity or become
a shareholder or member of an already existing Czech legal entity for the purpose of engaging in entrepreneurial activity. A
foreign person may be the sole founder of a Czech legal entity or become the sole shareholder in a Czech legal entity, provided
that this Act permits a sole founder or a single shareholder in the particular case.

          (2) A legal entity may be only established under Czech law.

         (3) Foreign persons enjoy the same rights and have the same obligations as Czech persons in the matters stated in
Subsection 1.

                                                                 Division III

             Protection of the Capital Interests of Foreign Persons Conducting Entrepreneurial Activities in the Czech
                                                          Republic

                                                                  Section 25

           (1) The property of a foreign person involved in entrepreneurial activity in the Czech Republic, and the property of a
legal entity which includes foreign capital interest under Section 24 Subsection 1, may only be expropriated in the Czech
Republic, or restricted in respect of its ownership rights, on the basis of law and in the public interest, if such public interest
cannot be otherwise satisfied. An appeal against such decision may be filed with the court.

          (2) If measures under Subsection 1 are taken, compensation must be provided without undue delay, equal to the full
value of the property affected by such measures at the time of their enforcement. It must be freely transferable abroad in a
foreign currency.

          (3) International treaties binding on the Czech Republic and published in the Collection of Acts or in the Collection of
International Treaties shall not be hereby affected.

                                                                 Division IV

                                                     Relocation of a Registered Office

                                                                  Section 26

           (1) A legal entity founded under the law of a foreign state for the purpose of conducting entrepreneurial activity with its
registered office abroad may relocate its registered office to the Czech Republic if such relocation is permissible under an
international treaty binding on the Czech Republic published in the Collection of Acts or in the Collection of International
Treaties. The same applies to the relocation of a Czech legal entity’s registered office to a foreign state.

       (2) Relocation of a registered office under Subsection 1 becomes effective upon the day on which it is entered in the
Commercial Register.

          (3) The internal legal relationships of the legal entity referred to in Subsection 1 shall continue to be governed by the
law of the state under which the entity was originally established, even after relocating the registered office of such legal entity
to the Czech Republic. The same law shall govern the liability of the legal entity’s shareholders or members towards third
parties; however, the extent of such liability may not be less than that stipulated for an identical or similar form of legal entity
under Czech law.

          (4) The relocation of a legal entity’s registered office from the Czech Republic to a foreign country or from a foreign
country to the Czech Republic is permissible also in cases and on conditions stipulated by law of the European Communities or
under a special Act.

                                                            Chapter III

                                                      Commercial Register

                                                             Section 27

         (1) The Commercial Register is a public list in which entries are made of data required by law pertaining to
entrepreneurs. The Commercial Register is maintained in electronic form.

           (2) The Commercial Register is kept by the court determined by a special legal regulation (hereinafter referred to as
the “register court”).

           (3) The register court shall keep a special file for each registered entrepreneur, branch of an enterprise, foreign
person’s enterprise or branch of such person’s enterprise, unless provided otherwise under law. The Collection of Documents is
a part of the Commercial Register.

           (4) The register court shall publish the entry and any change or deletion of the entry in the Commercial Register as
well as deposit a document in the Collection of Documents without undue delay after the entry, unless it is provided by a legal
regulation that another person is obliged to do so. The register court shall also notify the competent tax authority, government
statistics office and authority which issued the trade or other entrepreneurial license of the published data within one week from
the date of entry.

          (5) The Government shall regulate the extent and manner of publication by issuing an order.
                                                              Section 27a

                                                               Repealed


                                                              Section 27b

                                                               Repealed


                                                              Section 27c

                                                               Repealed


                                                              Section 28

          (1) The Commercial Register is accessible to everybody. Any person may look into and make copies and abstracts
from the Commercial Register.

        (2) Upon request, the register court shall issue a documental and officially verified full or partial copy of an entry or of
a document kept in the Collection of Documents, or a written confirmation that a particular entry has not been made in the
Commercial Register, unless the applicant expressly requests a copy which is not officially verified.

          (3) Unless a documental partial or full copy under Subsection 2 above is expressly requested, the register court shall
issue the respective partial or full copy always in electronic form. The register court shall issue an officially verified electronic
copy only if expressly requested. The register court shall always issue a documental copy on facts entered in the Commercial
Register and on documents deposited in the Collection of Documents before 1 January 1997, unless these facts or documents
are already kept in electronic form.

         (4) Official authentication shall confirm that a copy is identical to the entry in the Commercial Register or the document
deposited in the Collection of Documents.

         (5) The register court may request a payment to cover the cost of issuing a copy. This payment may not, however,
exceed the amount of actual and reasonable administrative costs.

                                                              Section 28a

                                                          Heading Omitted

         Authenticated outputs from the public administration information system are issued from the Commercial Register
under a special legal regulation 2).

                                                              Section 29

           (1) A person to whom an entry in the Commercial Register relates is not permitted to raise any objection against
another person who acted on the basis of good faith in the entry in the Commercial Register that such entry did not correspond
to the actual state of affairs.

          (2) Facts entered in the Commercial Register are effective for each person as from the date of publishing of the same,
unless the registered person proves that the making of an entry was known to a third party beforehand.

          (3) Information and the content of documents of which publication is prescribed by law may be raised in objections
against third parties by the person whom such entry concerns only as of the moment of their publication, unless such person
proves that the relevant facts were known to the third party beforehand. However, information and the content of documents
cannot be raised in objections against third parties until the sixteenth day after their publication if the third parties prove that they
could not have known about them.

           (4) In the event of a discrepancy between facts entered and those published, or between deposited documents and
their published text, the person concerned cannot base his/her objections against third parties on such published text; however,
third parties may refer to the published text, unless the person entered in the Commercial Register proves that the third parties
were aware of the facts as entered in the Commercial Register or of the content of documents deposited with the Commercial
Register.

          (5) Third parties may always refer to the unpublished information and content of documents, provided that the
effectiveness of such documents is not precluded by the fact they have not yet been published.

           (6) If the content of an entry in the Commercial Register is in conflict with an enforcement provision of law and the
matter can not be otherwise remedied, the register court shall invite the entrepreneur to make a remedy. Should a legal entity
fail to remedy such matter within the stipulated period of time, the court may decide on the winding up with liquidation of such
legal entity even without a petition, provided that such procedure is in the interest of protecting third parties.

           (7) In the case of a discrepancy between the wording of an entry in the Commercial Register in the Czech language
and a foreign language or documents deposited in the Collection of Documents in the Czech language and a voluntarily filed
translation of these documents into a foreign language under Section 38k Subsection 4, the wording published or deposited in
the Collection of Documents in a foreign language may not be referred to in relation to third parties. A third party may, however,
refer to the wording published or deposited in the Collection of Documents in a foreign language, unless the entrepreneur
proves that such party was aware of the content of the entry or of the document deposited in the Czech language.

                                                             Section 30

           (1) Notwithstanding the provisions of Section 131, 183 and 242, as of the moment the entry into the Commercial
Register is published of persons who are the legal entity’s organs or members of organs, no one can claim against third parties
any violation of the applicable law, agreement of association or articles of association with regard to the election or appointment
of these organs or their members, unless the registered person proves that the third party knew of such violation.

            (2) If the register court rejects an application for entry into the Commercial Register of a person who is a legal entity’s
organ or a member of its organ, the election or appointment of such person shall be deemed null and void from the beginning.
This shall not affect third parties’ rights acquired in good faith. The decision of the register court to reject such entry shall be
published once it has entered into full force and effect. Until publication, the legal entity may not raise any objection over the
nullity of such election or appointment against third parties, unless it proves they were aware of the nullity.

                                                             Section 31

           (1) An application for entry or to change or delete an entry in the Commercial Register (hereinafter referred to as an
“application for entry”) shall be filed only by the person stated under Section 34 or a person set out under law.

          (2) If the person stipulated under Subsection 1 fails to perform its obligation to file the application for entry within
fifteen days from the day such person became so obligated, another person may file the application for entry if such person
proves its legal interest in the application and attaches the prescribed documents (attachments) to the application.

            (3) The applicant under Subsection 1 or 2 shall submit, together with the application, the written consent of persons to
be registered under this Act or a special legal regulation within the scope of entry of the entrepreneur, unless such consent is
implied by other documents submitted with the application; such consent shall not be required for the deletion of a person
registered within the extent of entry of the entrepreneur. Any signature affixed to the consent under the previous sentence must
be officially verified, unless contained in a document produced in the form of a public notary’s deed.

          (4) If conditions for permitting an entry in the Commercial Register are set out by this Act, it means making an entry or
deciding upon an entry under a special legal regulation.

                                                             Section 31a

                                                              Repealed


                                                             Section 32

          (1) An application for entry may only be filed on a form. The signature must be officially verified.

       (2) An application for entry must be accompanied by documents verifying the facts which are to be entered in the
Commercial Register and by documents which are to be deposited in the Collection of Documents.

          (3) An application for entry of registered data must be filed without undue delay after the decisive actuality occurs.

           (4) The Ministry of Justice shall set out by decree the forms which are obligatory for filing applications for entry and the
list of documents (attachments) to be attached to applications. The Ministry of Justice shall publish the forms and the list of
attached documents in a manner allowing for remote access. Such service may not be subject to any fees.

         (5) The obligation to file an application for entry on the form under Subsection 1 shall not apply to proceedings
concerning state enterprises, legal entities of public law established under a special legal regulation or in cases when entry is
made or changed based on official duty.

                                                             Section 33

         (1) An application for entry may be filed either in documental or electronic form. This shall similarly apply to the
submission of documents proving facts stated in the application and documents deposited in the Collection of Documents.

         (2) Applications in electronic form may be filed only by persons who sign with an electronic signature acknowledged
under a special legal regulation.

          (3) The register court shall keep the applications and documents in electronic form only, unless the nature of such
application or document does not allow for the same. Applications and documents delivered in documental form shall be
converted by the register court into electronic form without undue delay.

            (4) The Ministry of Justice shall set out by decree the method of converting documents into electronic form and the
manner for administering the converted documents. It may also set out by decree which applications for entry and documents
shall be filed in electronic form only.

          (5) The application for entry is filed and the entry in the Commercial Register is made in the Czech language. The
applicant may request that the entry in the Commercial Register is made also in a foreign language. The court shall comply with
the request provided that an official translation of the entry into the foreign language is attached to the application.
                                                                Section 34

           (1) The following persons and entities are registered in the Commercial Register:

a) companies and cooperatives,

b) foreign persons under Section 21 Subsection 4,

c) natural persons who are entrepreneurs with a residence in the Czech Republic and persons under Section 21 Subsection 5
who conduct entrepreneurial activities in the territory of the Czech Republic provided that they ask for an entry, and

d) other persons provided that their entry is obligatory under a special legal regulation.

         (2) A natural person who is an entrepreneur shall be registered in the Commercial Register always in the case that the
amount of such person’s incomes or revenues, reduced by value added tax if such tax forms a part of incomes or revenues, has
reached or exceeded an average amount of one hundred and twenty million CZK for two consecutive accounting periods.

       (3) A natural person who fulfils any of the conditions under Subsection 2 shall file an application for entry in the
Commercial Register without undue delay.

           (4) A natural person who has ceased to fulfil the conditions under which he/she was obliged to file an application for
entry in the Commercial Register under Subsection 3 may file an application for deletion from the Commercial Register.

                                                           Heading Omitted

                                                                Section 35

           The following information shall be entered in the Commercial Register:

a) the business name, the registered office in the case of legal entities and, in the case of natural persons, their residential
address and place of business, if it is different from their residential address,

b) the subject of entrepreneurial activity (business objects),

c) the legal form of a legal entity,

d) the birth number of a natural person or the date of birth if no birth number has been allocated to such person,

e) the identification number allocated to the entrepreneur by the register court; the necessary identification numbers shall be
provided to the register court by the relevant organ of state administration 2a),

f) the name and residential address of the person who is a statutory body or member of a statutory body of a legal entity,
including the manner in which such person shall act in the name of the legal entity, and the effective day of commencement, or
termination, of their office; where a legal entity is the statutory body or a member of the statutory body, also the names and
residential addresses of persons who are such legal entity’s statutory body or a member of the statutory body,

g) the name and residential address of the authorised signatory and the manner of his/her acting for the entrepreneur,

h) the identification number of a legal entity if it was allocated to the entity,

i) any other facts required by law.

                                                                Section 36

           The following information on legal entities shall also be entered in the Commercial Register:

a) in the case of an unlimited company, the name and residential address or business name (designation) and registered office
of the unlimited company members,

b) in the case of a limited partnership, the name and residential address or business name (designation) and registered office of
the limited partnership members, stating the identity of the general partner and the limited partner, the amount of each limited
partner’s investment contribution into the registered capital and the extent to which it has been paid up,

c) in the case of a limited liability company, the name and residence or business name (designation) and registered office of the
company shareholders, the amount of registered capital, the individual amount of each shareholder’s contribution into the
registered capital, and the extent to which each shareholder’s contribution has been paid up, the amount of each shareholder’s
business share, right of lien encumbering a business share, as well as the name and residence of members of the supervisory
board, if established, and the date of commencement, or termination, of their office,

d) in the case of a joint stock company, the amount of its registered share capital and the extent to which it has been paid up,
the number, type, form and nominal value of shares, any limitation of transfers of registered shares, the name and residence of
members of the supervisory board and the date of commencement, or termination, of their office; should the joint stock
company have a sole shareholder, then the shareholder’s name and residence or business name and registered office shall
also be recorded,
e) in the case of a cooperative, the amount of its registered capital subject to entry and the amount of its basic membership
contribution(s),

f) in the case of a state enterprise, the name of the founder and the amount of the enterprise’s basic capital which it is required
to maintain, and its designated property.

                                                              Section 37

           (1) An applicant for registration in the Commercial Register shall prove at the latest by the date of registration that they
will have a valid trade or other license for the activity which is to be entered in the Commercial Register as their entrepreneurial
activity, unless such facts may be established from public administration information systems or parts thereof which are public
registers or lists, or unless otherwise set out under a special legal regulation. Activities which under a special legal regulation
may be conducted only by natural persons shall be registered as a subject of entrepreneurial activity (business objects) of a
company or cooperative only if the applicant proves that such activity will be conducted through persons authorised to do so
under a special legal regulation.

           (2) Upon application for entry into the Commercial Register, the applicant shall prove the legal grounds for use of the
premises in which they have situated the registered office or place of business; this shall similarly apply for changes, if any, to
such registered office or place of business. To prove the legal grounds for use of premises, a written declaration from the
landlord of the real estate, apartment or non-residential premises where the premises are situated, or a declaration from a
person otherwise authorised to dispose of the real estate, apartment or non-residential premises that such person consents to
situating the aforementioned premises on their property shall suffice.

            (3) If the applicant is a foreign person, the person shall notify the register court of their correspondence address in the
territory of the Czech Republic or an entitled representative for accepting correspondence with a delivery address in the Czech;
this shall similarly apply for each change of such information.

          (4) A document which proves fulfilment of obligations under Subsection 1 through 3 shall be attached to the
application for entry.

                                                              Section 38

          (1) In the case of a merger of legal entities (hereinafter referred to as “entry of a merger”), an entry shall be made in
the Commercial Register in respect of the legal entity which is being dissolved, stating that it was dissolved by acquisition or a
merger, indicating the business name, registered office and identification number of the successor legal entity, or also of all
other dissolved legal entities. In the case of registering a cross-border merger, information concerning the entry of a foreign
successor legal entity into a foreign commercial register, including the number of such entry, shall be also entered.

          (2) With the successor legal entity, the following information shall be entered:

a) in the case of merger by acquisition, information about the merger and that the assets of the dissolved legal entity (entities)
have been transferred to the successor, the business name, registered office and identification number of the dissolved legal
entity (entities) and changes, if any, to information already entered on the successor legal entity;

b) in the case of merger establishing a new company, besides information entered upon incorporation of a legal entity, also
information that it was established by a merger, that the assets of the dissolved legal entity (entities) have been transferred to
the new entity, the business name, registered office and identification number of the dissolved legal entity (entities), and
changes, if any, to data already entered on the successor legal entity.

          (3) The identification number of a foreign legal entity is entered only if it was allocated to such entity.

                                                              Section 38a

           (1) In the case of transferring assets to a shareholder/member (hereinafter referred to as the “entry of a transfer of
assets”), information shall be entered into the Commercial Register for the dissolved company that it was dissolved by
transferring assets to a shareholder/member, and the business name and registered office or the residential address and place
of business shall also be stated, if different from the residential address and identification number of the shareholder/member to
whom the assets of the dissolved company were transferred.

          (2) For the person to whom the assets of the dissolved company are transferred, information shall be entered about
the transfer, the business name, registered office and identification number of the dissolved company.

                                                              Section 38b

            (1) In the case of a division of legal entities (hereinafter referred to as an “entry of a division”), an entry shall be made
in the Commercial Register in respect of the legal entity which is being dissolved, stating that it was dissolved in a division or
that a part of its assets were split off, indicating the business name, registered office and identification number of all successor
legal entities.

          (2) With the successor legal entity, the following information shall be entered:

a) in the case of division involving the founding of new legal entities, besides information registered upon incorporating a legal
entity, information that it was established by division, that the assets of the dissolved legal entity were transferred to it as was
set out in the division project, the business name, registered office and identification number of the legal entity dissolved by
division from which it was established, and the business names, registered offices and identification numbers of other legal
entities which were established at the same time by the division; this shall similarly apply for split-offs founding new companies,

b) in the case of division by merger by acquisition of legal entities, information that the assets of the dissolved legal entity
(entities) were transferred to it as set out in the division project, the business name, registered office and identification number
of the legal entity dissolved in the division and the business names, registered offices and identification numbers of other legal
entities to which other parts of assets of the dissolved legal entity were transferred, and changes, if any, to information already
registered on the successor legal entity; this shall similarly apply to split off by merger.

          (3) The identification number of a foreign legal entity is entered only if it was allocated to such entity.

                                                              Section 38c

           In the case of a legal entity changing its legal form (hereinafter referred to as “entry of a change of legal form”), it shall
be entered into the Commercial Register for the legal entity which is changing its legal form that it has changed its legal form,
stating the original and the new legal forms, together with information registered upon incorporating the legal entity whose legal
form the new legal entity now acquires.

                                                              Section 38d

         (1) The application for entry of a merger or entry of a division shall be filed jointly by all dissolved or divided and
successor legal entities, or all persons who are the statutory bodies of successor entities or members of the statutory bodies.

          (2) The application for entry of a transfer of assets shall be filed jointly by the dissolved legal entity and the
shareholder/member to whom the assets are transferred. The application for entry of a change of legal form is filed by the legal
entity whose legal form is changing.

                                                              Section 38e

           (1) If dissolved, divided and successor legal entities have their registered offices under the jurisdiction of different
register courts, applications may be filed with any of the courts.

          (2) The register court shall make an entry of the facts upon the same day. If the court has decided on entry by a
resolution, other register courts under whose jurisdiction the legal entities involved have their registered offices shall make the
respective entries in the Commercial Register after the decision to permit entry enters into legal force.

           (3) The entry of a merger, transfer of assets or a division shall be permitted by the register court for the dissolved,
divided and successor legal entity only upon the same day. Entry of a cross-border merger into the Commercial Register, where
the successor company is a Czech company, or the successor cooperative is a Czech cooperative, shall be permitted by the
register court for all the Czech and foreign legal entities involved only upon the same day, if the successor legal entity is to have
its registered office in the Czech Republic.

                                                              Section 38f

         (1) For a subsidiary branch or branch of an enterprise, the designation, registered office (location), subject of activity
(business objects) and the name and residential address of its head are entered in the Commercial Register.

          (2) The subsidiary branch or other branch of an enterprise shall be registered in the Commercial Register at the
register court under whose jurisdiction the entrepreneur is registered according to the registered office, or the residential
address or place of business, if different from the residential address.

           (3) The subsidiary branch or other branch of an enterprise located in the jurisdiction of another register court shall
additionally be entered into the Commercial Register of that court.

                                                              Section 38g

           Also registered in the Commercial Register shall be the winding-up of a legal entity and the legal reason for its being
wound up, its entering into liquidation, the name and residential address or business name and registered office of the liquidator
(liquidators), or the name and residential address of the person who will perform the liquidator’s activities on behalf of the legal
entity, the launch of insolvency proceedings, the limitation of the debtor’s right to dispose of assets which form part of the estate
based on a decision by insolvency court, a declaration of bankruptcy, the insolvency trustee’s name and residential address or
the business name and registered office, a permission for reorganisation and approval of the reorganisation plan, a decision of
the court on an enforcement order of a decision by distraining the business share of a shareholder/member in the company, by
the sale of an enterprise or part thereof, as well as the decision of the court to terminate enforcement of such decision, a
warrant of execution distraining a business share of a shareholder/member in the company or preventing the sale of an
enterprise or a part thereof and a decision to suspend execution, or information that execution was terminated in a way other
than by suspension, a decision of the court on the nullity of a legal person, termination of liquidation and the legal grounds for
deleting an entrepreneur.

                                                              Section 38h

          (1) In the case of a foreign person’s enterprise and the branch of a foreign person’s enterprise, the following
information shall be entered into the Commercial Register:

a) the designation and registered office (location) of the enterprise or the foreign person’s branch and its identification number,

b) the subject of entrepreneurial activity (business objects) of the enterprise or its branch,
c) the law of the state governing the relations of the foreign person and where such law so provides, the commercial or similar
register in which the foreign person is registered, and the registration number,

d) the business name or designation of the foreign person, its legal form, and also, if required, the amount of its subscribed
registered capital in the respective foreign currency,

e) the information registered and required by law for the statutory body or member of the statutory body,

f) the information registered and required by law for the head of a branch of an enterprise and his/her residential address,

g) the winding-up of the foreign person, the appointment of liquidators and information identifying them and their powers, and
the completion of the foreign person’s liquidation,

h) the issue of a bankruptcy order, confirmation of the start of other similar proceedings concerning such foreign person, and

i) the termination of activity of the enterprise or its branch in the Czech Republic.

          (2) In the case of a foreign person’s enterprise or a branch of a foreign person’s enterprise where such person has its
registered office in a Member State of the European Union or another country of the European Economic Area, the following
information shall be entered into the Commercial Register:

a) the designation and registered office (location) of the enterprise or its branch, if different from the foreign person’s name,
designation or business name, and its identification number,

b) the subject of entrepreneurial activity (business objects) of the enterprise or its branch,

c) the register where the foreign person is registered, if registered, and the registration number of the entry,

d) the business name or designation of the foreign person and its legal form,

e) the information registered and required by law for the statutory body or member of the statutory body,

f) the information registered and required by law for the head of a branch of an enterprise and his/her residential address,

g) the winding-up of the foreign person, the appointment of liquidators and information identifying them and their powers, and
the completion of the foreign person’s liquidation,

h) the issue of a bankruptcy order, confirmation of the start of other similar proceedings concerning such foreign person and

i) the termination of activity of the enterprise or its branch in the Czech Republic.

                                                              Section 38i

          (1) The Collection of Documents contains:

a) the agreement of association, deed of association or memorandum of association of the company, a copy of a notarial deed
containing resolutions of the constituting general meeting of a joint-stock company or constituting meeting of a cooperative,
articles of association of a joint-stock company, cooperative or limited liability company if they should be issued under the
agreement of association and the founder’s deed of a state enterprise (hereinafter referred to as “foundation documents”) as
well as any later amendments thereof. After each amendment of a foundation document or articles of association, the full
effective version thereof must also be filed,

b) the decision on the election or appointment or removal or document on any other termination of office of persons who are the
statutory body or its members, liquidators, insolvency trustees or heads of a branch of an enterprise (Section 13 Subsection 3)
or who are, as the organ regulated by law, or members of such organ, entitled to bind the company or represent it in court or
who share in such manner in the company’s management or control,

c) annual reports, ordinary, extraordinary and consolidated financial statements, unless they form a part of the annual report and
if this Act or a special legal regulation shall require production of the same, the proposal for profit distribution and its final status
or settlement of loss, unless already a part of ordinary financial statements, the auditor’s report on the auditing of financial
statements and the report on relations between affiliated persons under Section 66a Subsection 9; the document containing the
balance sheet must also include identification data of persons auditing such balance sheet under the law,

d) a decision on the winding up of a legal entity, a decision cancelling the decision on the winding up of a legal entity and a
decision on cancellation of a conversion project of a company or cooperation, a court decision on nullity of a company (Section
68a), a report on the liquidation process under Section 75 Subsection 1, a list of shareholders/members under Section 75a
Subsection 1 or a report on the disposal of property under Section 75 Subsection 6,

e) a merger project, project for the assumption of assets, project for the division and conversion of the legal form of companies
and cooperatives (hereinafter referred to as “conversion project”); if the conversion project was cancelled or disapproved after
filing, a notification on the cancellation or disapproval of such conversion project shall be also filed,

f) a court decision invalidating the conversion project or invalidating the general meeting resolution or membership meeting
which approved such conversion project,
g) an expert’s report or experts’ report for the appraisal of a non-monetary contribution upon the incorporation of a limited
liability company or a joint-stock company or upon an increase in their registered capital, an expert’s appraisal of assets during
the conversion of companies and cooperatives and an appraisal of assets under Section 196a Subsection 3,

h) the following court decisions taken under the Insolvency Act1d):
1. a decision on the commencement of insolvency proceedings,
2. a decision on preliminary measures,
3. a decision on bankruptcy or other decision on an insolvency petition,
4. a decision on a bankruptcy declaration and on the approval of a final report,
5. a decision on a permit of reorganisation and a decision of approval for the reorganisation schedule and changes thereof,
6. a decision terminating the insolvency proceedings,

i) an agreement on the transfer of an enterprise or a part of an enterprise, a lease agreement on an enterprise or part thereof,
including notification on the renewal of such agreement under Section 488f Subsection 1 or documents proving the termination
of lease, a decision of the court on acquisition of the enterprise by inheritance,

j) a controlling agreement (Section 190b) and profit transfer agreement (Section 190a), including amendments thereof, and
documents, if any, evidencing termination of the controlling agreement,

k) a document on the approval of the other spouse for use of property subject to tenancy by the entirety for entrepreneurial
activity under a special legal regulation, copy of a notarial deed on an agreement on the change of the extent of tenancy by the
entirety or reservation of the creation thereof under a special legal regulation, if such agreement was concluded, or a court
decision on narrowing a tenancy by the entirety, or an agreement on the division of incomes from entrepreneurial activity under
a special legal regulation; in the case of divorce, an agreement on the settlement of joint assets under a special legal regulation
must be filed, or court decision, or entrepreneur’s declaration that there was no agreement or court decision,

l) an agreement on the pledge of a business share, agreement on a business share transfer,

m) a general meeting resolution under Section 210,

n) a court decision on an enforcement order of a decision by distraining the business share of a shareholder/member in the
company, by sale of an enterprise or a part thereof, as well as the decision of the court on terminating enforcement of such
decision, a court resolution ordering execution, a warrant of execution to distrain the business share of a shareholder/member in
the company, to sell an enterprise or a part thereof and a decision that execution was suspended, or information that execution
was terminated in a way other than by suspension,

o) a decision of the competent state authority on granting of state approval to conduct activities as a private university under a
special legal regulation,

p) other documents required by applicable law.

          (2) Signature specimens of persons registered as the persons entitled to act in the name of a legal entity are filed in
the Collection of Documents.

          (3) A proposal for profit distribution and the final structure of such distribution or for the settlement of loss, unless
already a part of the annual financial statements 1c) and the report on relations among affiliated persons; if the controlled
person produces an annual report it shall be filed in the Collection of Documents together with the annual financial statements
1c) or annual report.

                                                             Section 38j

            (1) Concerning a foreign person, the foreign person’s enterprise and any branch thereof, the following documents
shall be filed in the Collection of Documents:

a) accounting records concerning the foreign person in compliance with the duty to control, process and publish the same under
the law governing the foreign person; if such accounting records are not produced in accordance with European Communities
law or in an equivalent manner, and if the case concerns a branch of a foreign crediting and financial institution, also in the case
where the condition of mutuality is not met, accounting records relating to the activity of the branch under Section 38i
Subsection Paragraph c)shall also be filed in the Collection of Documents,

b) an agreement of association, articles of association and similar documents by which the foreign person was founded and
amendments and full versions thereof,

c) a certificate of registration from the country where the foreign entity has a registered office entered in such register, if the law
of that country requires such registration,

d) information or a document on the pledging of foreign person’s assets in another country, if the validity of the security
instrument is subject to publishing thereof, and

e) a signature specimen of the branch head.

           (2) The obligation to file accounting records under Subsection 1 Paragraph a) relating to branch activities shall not
apply to a foreign legal entity governed by the law of a European Union Member State or another state of the European
Economic Area, or to a branch of its enterprise, or to a foreign natural person who is a national of a European Union Member
State or another state of the European Economic Area, or to a branch of his/her enterprise. For the foreign person and branch
of its enterprise under first sentence, only documents listed under Subsection 1 Paragraph a), the part of the sentence before
semicolon and documents listed under Subsection 1 Paragraphs b), c) and e) shall be filed in the Collection of Documents.

           (3) If several branches of an enterprise of one foreign person are active in the territory of the Czech Republic,
documents listed under Subsection 1 or 2 may be filed in the Collection of Documents for only one of the branches, chosen at
the foreign person’s discretion. In such case, a reference to the register court of the chosen branch, including the entry number,
shall be included in the file of other branches of an enterprise of the same foreign person in the Collection of Documents.

                                                              Section 38k

          (1) An entrepreneur registered in the Commercial Register shall submit, without undue delay from the occurrence of
the decisive fact, the filed documents to the register court for the Collection of Documents, all in two copies. Documents which
do not evidence the registered facts (Section 32 Subsection 2) are submitted in one copy only.

          (2) The decisions of the court filed in the Collection of Documents shall be filed by the register court. If certain
information is registered in the Commercial Register but the corresponding document is not filed in the Collection of Documents,
the register court shall note this fact in the Collection of Documents and invite the entrepreneur to submit such document
without undue delay.

            (3) Documents evidencing the registered facts which are not filed in the Collection of Documents and also documents
filed in the Collection of Documents under Section 38i Subsection 1 Paragraphs h), i), j), k), l) and p), Section 38i Subsection 2
and Section 38j produced in a foreign language are submitted in their original versions and at the same time with a translation
into the Czech language, unless the register court informs the entrepreneur that it does not require such translation; the register
court may also make such notification on its official board also for an undefined number of proceedings in the future. If a
translation is required and if it is a translation from a language which is not an official language or any of the official languages of
a Member State of the European Union or another state in the European Economic Area, the translation must be officially
verified.

           (4) Documents filed in the Collection of Documents under Section 38i Subsection 1 Paragraphs a) through g), m), n)
and o) shall be produced and filed in the Collection of Documents in the Czech language. In the Collection of Documents, a
translation of such document into any foreign language may be filed. If it is a translation into a language which is not an official
language or any of the official languages of a Member State of the European Union or another state in the European Economic
Area, the translation must be officially verified.

                                                              Section 38l

           (1) The statutory body, member of the statutory body or other organ of a legal entity that is an entrepreneur shall not
be a person who has performed any comparable offices in a legal entity whose assets have been declared bankrupt. The same
applies if an insolvency petition against such legal entity was rejected due to lack of property.

          (2) The impediment under Subsection 1 is effective against such person who performed the office of the statutory
body, member of the statutory body or other organ of a legal entity at least one year before the insolvency petition was filed
against the legal entity’s property, or before the occurrence of the legal entity’s obligation to file an insolvency petition against its
property.

              (3) The impediment under Subsection 1 lasts for a period of 3 years from the date when the following decisions enter
into force:

a) a decision to terminate a bankruptcy after meeting the distribution schedule or due to lack of the debtor’s property, or

b) a decision to reject insolvency proceedings due to lack of property.

              (4) The impediment under Subsection 1 shall not be taken into consideration in the following instances:

a) bankruptcy is cancelled for reasons other than set out under Subsection 3,

b) in the case of a liquidator who performed the obligation to file insolvency proceedings as stipulated by the Insolvency Act 1d),

c) in the case of a person elected to the office after declaration of bankruptcy against the property of a legal entity, or

d) in the case of a person who is issued a confirmation that so far they have performed the office with due managerial care in
proceedings under a special legal regulation.

              (5) The impediment under Subsection 1 does not apply:

a) if the person on whose part the impediment applies was elected or appointed to the position with the approval of two thirds of
votes of shareholders present at the general meeting or two thirds of all members of the supervisory board or entitled
employees of the company, in the case of a member of the supervisory board elected by employees, and

b) if the respective organ was notified of the existence of such impediment at the election or appointment of such person to the
office.

          (6) If the fact under Subsection 1 occurs at the time when the person concerned is a statutory body, member of the
statutory or other organ of a legal entity, the respective organ shall either remove such person or confirm their election or
appointment, as soon as it becomes aware of the above-mentioned fact. To confirm the election or appointment, the approval of
two thirds of votes of shareholders present at the general meeting or two thirds of all supervisory board members or entitled
company employees shall be required, in the case of a supervisory board member elected by employees. If the election or
appointment is not confirmed within three months from the day the fact under Subsection 1 occurred, performance of the office
is terminated upon the last day of that period.

         (7) In the case of a member of an unlimited company or general partner of a limited partnership, the impediment under
Subsection 1 shall not apply, or if the member’s office is confirmed under Subsection 6, the members shall conclude an
agreement in writing with officially verified signatures.

         (8) With other legal entities who are entrepreneurs, the decisions under Subsection 5 and 6 are within the scope of
powers of such legal entities’ supreme organs.

                                                             Chapter IV

                                                  Entrepreneurs’ Bookkeeping

                                                             Section 39

          (1) Companies and cooperatives must have their financial statements and annual report audited under this Act or a
special legal regulation.

         (2) An entrepreneur shall prepare and provide the auditor with all the accounting documents and explanations
necessary for the purpose of the audit under Subsection 1 above.

          (3) The costs of the audit shall be borne by the entrepreneur whose financial statements are audited.

                                                             Section 40

           Companies and cooperatives shall publish their financial statements and annual reports in a manner stipulated under
this Act and a special legal regulation.

                                                             Chapter V

                                                      Economic Competition

                                                                  Division I

                                                  Participation in Economic Competition

                                                                   Section 41

          Natural persons and legal entities participating in economic competition (hereinafter referred to as "competitors"),
even though they are not entrepreneurs, have the right to develop freely their competitive activity in order to achieve economic
benefits and to associate in the pursuit of such activity; however, they shall observe the legally binding rules of economic
competition and may not abuse their participation in such economic competition.

                                                                   Section 42

          (1) Abuse of participation in economic competition means unfair competitive conduct (hereinafter referred to as "unfair
competition") and forbidden restriction of economic competition.

          (2) Forbidden restriction of economic competition is regulated by a special Act.

                                                                   Section 43

           (1) Unless provided otherwise by international treaties binding on the Czech Republic and published in the Collection
of Acts or the Collection of International Treaties, the provisions of this Chapter shall not apply to particular conduct in the extent
such conduct has its effects in a foreign country.

           (2) Foreign persons who conduct entrepreneurial activities in the Czech Republic under this Act shall have equal
status with Czech persons in respect of protection from unfair competition. Czech persons are provided protection from unfair
competition by the Czech courts or other Czech authority also in the case when an agreement has been entered into between
the Czech person and the foreign person under which the court of jurisdiction was to be a foreign court or other foreign
authority. In addition, foreign persons may seek protection on the basis of international treaties binding on the Czech Republic,
provided that such treaties have been published in the Collection of Acts or the Collection of International Treaties; or, if there
are no such treaties, they may do so on the basis of reciprocity.

                                                                  Division II

                                                              Unfair Competition

                                                                   Section 44

                                                               Basic Provisions

          (1) Unfair competition means such conduct in economic competition or business contacts which is in conflict with good
competitive practices and which may cause harm to other competitors, consumers or other customers. Unfair competition is
prohibited.

          (2) Unfair competition under Subsection 1 means in particular the following:

a) misleading advertising,

b) the misleading marking of goods and services,

c) conduct contributing to mistaken identity,

d) parasitic use of the good-will of another competitor’s enterprise, products or services,

e) bribery,

f) disparagement,

g) comparative advertising,

h) violation of business secrets,

i) endangering the health of consumers and the environment.

                                                                  Section 45

                                                          Misleading Advertising

          (1) Misleading advertising is the dissemination of information by a competitor about its own or another person’s
enterprise, products or services which is capable of creating a misleading idea or representation, thus gaining advantage for its
own or another person’s enterprise in economic competition or business contact at the expense of other competitors,
consumers or other customers.

           (2) Dissemination of information is deemed to be communication through the spoken or written word, by the press,
pictures, photographs, radio or television broadcasting or through other communications media.

           (3) The use of a fact which is in itself true shall be deemed misleading, if in regard to the circumstances and context in
which it is presented it gives rise to a misunderstanding.

                                                                  Section 46

                                                Misleading Marking of Goods and Services

           (1) Misleading marking of goods and services means such marking capable of creating a mistaken impression in
business contacts about the specific country, region or location from where the goods or services so marked originated, or the
specific producer which produces them, or about the special characteristics or quality of such goods or services. It is irrelevant
whether such markings appear on the goods, the packaging, or in commercial documentation, etc. It is also irrelevant whether
the misleading marking was provided directly or indirectly, or by the means involved. The provisions of Section 45 Subsection 3
shall similarly apply.

            (2) Misleading marking also means the incorrect marking of goods or services to which have been affixed expressions
such as "(of) the kind", "(of) the type", or "(using) the method" in order to distinguish such goods or services from the authentic
original, if such marking is capable of creating a mistaken impression about the origin or nature of the goods or services
involved.

          (3) The marking of goods and services with a designation which is commonly used in business to describe a particular
kind or a particular quality is not considered misleading, unless accompanied by additional words which might be misleading,
e.g. "genuine", "original", etc.

         (4) The above provisions do not affect rights and duties ensuing from the registered marking of product origin,
trademarks, protected plant varieties and livestock breeds, as set out under special Acts.

           (5) Advertising as part of entrepreneurial activity and for the purposes of business contacts which includes an offer for
registration in catalogues, including but not limited to telephone and other lists, through payment forms, payment slips, invoices,
repair offers, or in a similar manner, shall contain explicitly and clearly expressed information that such advertising is solely an
offer to conclude an agreement. This shall reasonably apply to a direct offer for such registration.

                                                                  Section 47

                                                Conduct Contributing to Mistaken Identity

          Conduct contributing to mistaken identity means:

a) using the business name, or the name of a person or special designation of an enterprise which is already legitimately being
used by another competitor,

b) using the special designation of an enterprise, the special marking or specific design related to products, services, or
commercial materials which customers associate with a particular enterprise, or a particular company (e.g. packaging, printed
matter, catalogues, advertising materials, etc.),

c) imitating another competitor’s products, packaging or services, unless this imitation involves elements which are
predetermined functionally, technically or aesthetically by the nature of a particular product, and the imitator has taken all
measures which might be reasonably required to avoid or at least to substantially limit the risk of mistaken identity,
where such conduct is capable of leading to mistaken identity or to a misleading notion about a connection with another
enterprise, business name, special designation or the products or services of another competitor.

                                                                 Section 48

                                                        Parasitic Use of Goodwill

          Parasitic use of goodwill means the use by a competitor of the goodwill of another competitor’s enterprise, products or
services in order to gain benefits for its own or a third party’s entrepreneurial activity which would not otherwise have been
achieved by such competitor.

                                                                 Section 49

                                                                  Bribery


          Under this Act, bribery means such conduct by which:

a) a competitor offers, promises or renders benefits, either directly or indirectly, to a person who is a member of another
competitor’s statutory or similar organ, or employee or an individual of similar status, to gain advantage by means of unfair
conduct for him/herself or another competitor to the detriment of other competitors, or an unjustified competitive advantage, or

b) an individual under Paragraph a) directly or indirectly demands or solicits or accepts any kind of benefit for the same purpose.

                                                                 Section 50

                                                              Disparagement


         (1) Disparagement means conduct whereby one competitor states or disseminates false information about the
circumstances, products or services of another competitor, such false information being likely to be detrimental to such
competitor.

         (2) Disparagement also involves stating and disseminating truthful information about the circumstances, products or
services of another competitor, if such information is capable of causing detriment to that competitor. However, it is not
considered unfair competition if a competitor is forced by circumstances into such conduct (e.g. as a justified defence).

                                                                Section 50a

                                                        Comparative Advertising

          (1) Comparative advertising means any advertising which explicitly or indirectly identifies another competitor or the
goods or services offered by another competitor.

          (2) Comparative advertising shall only be permitted provided that:

a) it is not misleading, or does not use misleading commercial practices as defined under a special legal regulation,

b) it compares only goods or services meeting the same needs or designated for the same purpose,

c) it objectively compares only such basic feature(s) of the goods or services which are material, relevant, verifiable and
representative and this may also include the price,

d) it does not create confusion in the marketplace between the advertiser and a competitor or between their enterprises, goods
or services, or trademarks, business names or other distinguishing marks typical of one or the other,

e) it does not discredit a competitor’s enterprise, goods or services, or trademarks, business name or other distinguishing marks
which are typical of the competitor or of its activity, relations or other related circumstances,

f) in the case of products for which a competitor is entitled to use a protected designation of origin, it relates in each case to
products with the same designation,

g) it does not take unfair advantage of the goodwill of a competitor’s trademark, business name or other distinguishing marks
which have become typical of such competitor, or of the goodwill related to the designation of origin of competing products, and

h) it does not present goods or services as imitations or duplicates of goods or services bearing a protected trademark or trade
name or business name.

         (3) Any comparison referring to a special offer shall indicate clearly and unequivocally the date on which the offer is
terminated or, where appropriate, that the special offer is subject to the availability of the goods or services offered. When the
special offer has not yet begun, the competitor must also state the date of the beginning of the period during which the special
price or other specific conditions shall apply.

                                                                     Section 51

                                                          Violation of Business Secrets

           Violation of a business secret means such conduct by which a person illegally informs another person about a
business secret, or provides them with access to it, or uses the business secret (Section 17) for their own or another person’s
benefit, using it in competition, and of which the person became aware:

a) as a result of having been entrusted with that secret, or by having gained access to it through technical documentation,
instructions, drawings, models or patterns on the basis of employment or other relationship with the competitor, or while
performing a function to which the individual was appointed by a court or other authority, or

b) through their own or another person’s conduct that is in conflict with the law.

                                                                     Section 52

                                           Endangering the Health of Others and the Environment

         Endangering the health of others and the environment is such conduct by which a competitor distorts the conditions of
economic competition by manufacturing and marketing products, or by performing activities, which endanger the interests of
safeguarding health or the environment as protected by law, in order to acquire benefits for him/herself or for another person at
the expense of other competitors or consumers.

                                                                    Division III

                                                 Legal Protection against Unfair Competition

                                                                     Section 53

          Persons whose rights have been violated or jeopardized as a result of unfair competition can demand that the
offender refrains from such conduct and eliminates the improper state of affairs. They can also demand appropriate satisfaction,
which may be rendered in money, compensation for damage and the surrender of unjustified enrichment.

                                                                     Section 54

         (1) The right to demand that an offender refrains from their illegal conduct and eliminates the improper state of affairs
may also be exercised, except for cases referred to in Section 48 through 51, by a legal entity entitled to protect the interests of
competitors or consumers.

            (2) If the right to require that the offender refrains from their illicit conduct or eliminates the improper state of affairs is
claimed in cases stipulated in Section 44 through 47 and in Section 52 by a consumer, the offender must prove that they did not
behave in conflict with the provisions on unfair competition. The same shall apply to the duty of the offender to pay damages if
clarification is needed as to whether damage was caused by conduct regarded as unfair competition and to the other party’s
right to appropriate satisfaction and the surrender of unjust material benefit; however, the amount of damage caused, the
significance and extent of other detriment, the nature and extent of unjust enrichment must always be proved by the claimant,
even if they are is a consumer.

                                                                     Section 55

          If a ban on unfair competition (Section 44 through 52) was breached upon conclusion of a contract, such contract, a
part or an individual provision of such contract shall be null and void from the beginning.

                                                               Part Two

                                               Companies and Cooperatives

                                                                Chapter I

                                                              Companies


                                                                     Division I

                                                                General Provisions

                                                                     Section 56

          (1) A company (hereinafter referred to as a "company") is a legal entity founded for the purpose of conducting
entrepreneurial activity, unless provided otherwise by law or the European Communities law. The term company refers to an
unlimited company, a limited partnership, a limited liability company, a joint stock company, a European Company and a
European Economic Interest Grouping (EEIG). The European Economic Interest Grouping and the European Company are
regulated also by the European Communities law and by special legal regulations. A limited liability company and a joint stock
company may also be formed for another purpose, unless prohibited by a special legal regulation.

          (2) Natural persons and legal entities may be founders of a company and participate in its entrepreneurial activity,
unless the law provides otherwise.

         (3) The activity defined in Section 37 Subsection 1 , second sentence, may be carried out only by a company through
the persons defined in that Section. The liability of these persons under special legal regulations shall not be thereby affected.

          (4) A natural person or legal entity may become a member with unlimited liability in one company only.

          (5) The provisions on individual forms of companies stipulate the extent of the shareholders’ and members’ liability for
their company’s obligations. Their liability is governed mutatis mutandis by the provisions on liability (Section 303 et seq.),
unless provided otherwise by other provisions of this Act. If bankruptcy is declared against the property of a company, the
shareholders or members are liable for the company’s obligations only to the extent in which creditors who have applied for their
receivables in time have not been satisfied in the bankruptcy proceedings.

          (6) After the dissolution of a company, its shareholders or members remain liable for such company’s obligations in
the same extent as they were during its existence. Should a company be dissolved with liquidation, the company’s shareholders
or members shall be liable for its obligations up to the extent of their share in the liquidation balance (Section 61 Subsection 4),
but at least to the same extent to which they were liable while the company was in existence. The shareholders or members
shall make a settlement among themselves the same way as when they were liable during the existence of the company.

                                                                 Section 56a

          (1) Misuse of a majority or a minority of votes in a company is prohibited.

         (2) Any conduct which is intended to place some of the company’s shareholders/members at a disadvantage by
means of malpractice shall be prohibited.

                                                                  Section 57

                                                         Foundation of a Company

           (1) Unless provided otherwise by other provisions of this Act, a company is founded under an agreement of
association executed by all founders. The founders’ signatures must be officially verified. The agreement of association of a
limited liability company or the memorandum of association of a joint stock company must be produced in the form of a notarial
deed.

          (2) If an entitled representative enters into an agreement of association based on a power of attorney, the signature of
the grantor of the power of attorney affixed thereto shall be officially verified. The power of attorney shall be attached to the
agreement of association.

          (3) In cases where this Act permits the foundation of a company by a single founder, the agreement of association
shall be replaced by a deed of association produced in the form of a notarial deed. The deed of association shall contain the
same essential information as the agreement (memorandum) of association.

                                                                  Section 58

                                                             Registered Capital

         (1) The registered capital of a company shall mean the total of all its shareholders’/members’ monetary and non-
monetary contributions to its registered capital as expressed in money (hereinafter referred to as “investment contribution”). It
shall be expressed in units of Czech currency. A shareholder or member participates in the registered capital by their
investment contribution. Registered capital is a part of equity.

            (2) It is mandatory for a limited partnership, a limited liability company and a joint stock company to create registered
capital. Its amount is entered into the Commercial Register, if provided by law.

                                                                  Section 59

                                           Shareholders’/Members’ Investment Contributions

           (1) A shareholder’s or member’s investment contribution in a company shall be the aggregate of monetary funds
(hereinafter referred to as "monetary contribution”) or another asset that can be expressed in monetary terms (hereinafter
referred to as "non-monetary contribution") which a particular person undertakes to invest in the company in order to acquire or
increase an ownership interest in the company.

            (2) A non-monetary contribution may only be an asset with an economic value which can be established and which
the company can economically utilise in relation to the subject of its entrepreneurial activity. It is prohibited to make investment
contributions in the form of commitments to perform works or supply services. A non-monetary contribution must be provided
before the amount of the registered capital is entered in the Commercial Register. Should the company not acquire ownership
title to a particular object of a non-monetary contribution, even though such non-monetary contribution is considered provided,
the shareholder/member who undertook to provide such contribution must pay its value in money and the company must return
such non-monetary contribution to the shareholder/member, unless the company is under obligation to surrender the same to
an entitled person. If a shareholder or a member transfers their business share in the company to another person, the
transferee shall be liable for payment of the value of the non-monetary contribution in money, unless such business share was
acquired on a European regulated market19) or foreign market similar to a regulated market (hereinafter referred to as a
“regulated market”) or in a Czech or foreign multilateral trading system (hereinafter referred to as a “multilateral trading system”).

            (3) The value of a non-monetary contribution must be stated in the agreement of association, memorandum of
association or deed of association, unless this Act provides otherwise. The value of a non-monetary contribution to a limited
liability company or a joint stock company shall be determined based on a report produced by an expert who is independent of
the company and who was appointed by a court for that purpose. The petition for appointment of an expert or experts is
submitted by the founder, the future founder or the company (hereinafter referred to as the “petitioner”). The participants in the
proceedings are the petitioner and the expert, and the proceedings shall be held at the court which has general competence
over the petitioner. The court shall not be bound by the petitioner’s proposal of an expert. The court shall remove an appointed
expert, on the basis of a petition filed by the company, if the expert materially breaches his/her duties. The court shall pass a
decision on the appointment or removal of an expert within 15 days from the petition being served. Remuneration for the
production of an expert’s report shall be paid by the company and shall be set by an agreement. Should the company not be
established, such remuneration shall be paid jointly and severally by the founders. Should the parties fail to agree on the
amount of remuneration, the court which appointed the expert shall determine the remuneration amount based on a petition filed
by either of the participants.

          (4) The expert’s report shall contain at least the following information:

a) a description of the non-monetary contribution,

b) the methods of valuation applied, stating whether the value of such non-monetary contribution established by the application
of these methods is equal to at least the total issue rate of the shares to be issued as a consideration for the non-monetary
contribution, or to the amount which is to be counted as a part payment of a particular shareholder’s or member’s contribution to
the limited liability company’s registered capital,

c) amount at which such non-monetary contribution is appraised.

          (5) If a contribution is in the form of an enterprise or a part thereof, the provisions on the purchase agreement of an
enterprise shall be reasonably applied; if such enterprise includes real estate, the agreement on the contribution of an enterprise
must also contain a declaration under Section 60 Subsection 1.

          (6) If a non-monetary contribution or its part is in the form of assigning a receivable, the provisions on assignment of
receivables shall apply as appropriate. A shareholder or a member who assigns a receivable to a company as their non-
monetary contribution is liable for payment of such receivable up to the amount of its valuation.

           (7) If the value of a non-monetary contribution does not reach the originally agreed amount by the time of the
company’s incorporation, the shareholder or the member who made such non-monetary contribution must pay the difference in
cash, unless the agreement or articles of association provide for another manner of compensation. The same obligation shall
apply to a shareholder or a member who makes a non-monetary contribution after incorporation of the company, and the value
of the non-monetary contribution does not reach the amount at which it was or should have been valued at. If a non-monetary
contribution is in the form of establishing or assigning a right to use or to benefit from a thing for a limited period and such right
is terminated before the expiry of the determined period, the shareholder or the member shall pay in cash for the loss thus
caused. If a shareholder or a member transfers their business share to another person, the transferee shall be liable for
performance of this duty, unless such business share is acquired on a European regulated market or foreign market similar to a
regulated market or in a European multilateral trading system.

          (8) A receivable from the company cannot be used as a non-monetary contribution. Such receivable may only be off-
set against a company’s receivable for payment of an investment contribution or an issue rate, if provided by law.

                                                                  Section 59a

               Exceptions to the Obligation to Have Non-Monetary Contributions Valued by Expert when Increasing
                                                   Registered Capital

          (1) If a non-monetary contribution in a company is an investment security or a monetary market instrument under Act
regulating the entrepreneurial activity on a capital market, and should a statutory body of such company so decide, a weighted
mean of prices at which such security or instrument were traded on the European regulated market in the period of 6 months
before making the contribution shall be used to determine its value.

          (2) If a non-monetary contribution in a company is an asset other than defined under Subsection 1above, and should
a statutory body of such company so decide, the value determined by a generally recognised independent expert shall be
applied to determine its value, using generally recognised valuation standards and principles not longer than 6 months before
making the contribution.

          (3) If a non-monetary contribution in a company is an asset other than defined under Subsection 1 above, and should
a statutory body of such company so decide, provided that such asset is booked in real prices under the Act regulating
accounting1e) the real price reported in the annual financial statements for the previous accounting period before the general
meeting taking a decision on such contribution shall be applied, subject to such financial statements having been audited
without reservations, to determine the value of the asset.

         (4) However, if the value of a non-monetary contribution under Subsection 1 above is affected by exceptional
circumstances which would materially change the value upon the date of making the contribution, the statutory body of a
company shall provide for a new appraisal. The provisions of Section 59 Subsection 3shall similarly apply to the appointment
and remuneration of an expert.

          (5) If new circumstances occur which would materially change the value determined under Subsection 2 and 3upon
the date of making the non-monetary contribution, the statutory body of a company shall provide for a new appraisal. The
provisions of Section 59 Subsection 3 shall similarly apply to the appointment and remuneration of an expert..

                                                                Section 59b

         (1) If a new appraisal of non-monetary contributions under Section 59a Subsection 2 and 3 is not made in the cases
where such appraisal should have been made pursuant to Section 59a Subsection 4 and 5, the following persons may request
such appraisal from the statutory body of the company from the day when the general meeting took the decision on such non-
monetary contribution until the day it is provided:

a) shareholder(s)/member(s) whose investment contributions reached at least 5% of the registered capital as upon the date of
the general meeting deciding upon increasing the registered capital and who still have at least the same extent of these shares
upon the date of filing the request, or

b) shareholder(s), providing the aggregate nominal value of their shares contributions reached at least 5% of the registered
capital as upon the date of the general meeting deciding upon increasing the registered capital and providing they still have at
least the same extent of these shares upon the date of filing the request.

         (2) If a statutory body of a company fails to propose an expert’s appointment by a procedure under Section 59
Subsection 3 within 14 days from the date of serving the request pursuant to Subsection 1 above, the members or shareholders
may themselves propose an expert’s appointment; the provisions of Section 59 Subsection 3 shall similarly apply to the expert’s
appointment and remuneration.

           (3) If an appraisal according to expert’s report provided for by members or shareholders under Subsection 2above is
the same or higher than the original appraisal, the company may claim compensation for costs related to the production of the
expert’s report from such members or shareholders.

                                                                 Section 59c

             (1) If registered capital is increased by a non-monetary contribution and its value was determined under Section 59a
Subsection 1 through 3, the company shall publish before making such contribution also a notification containing the particulars
under Subsection 2 and the date when the decision on the increase of the registered capital was adopted. If such obligation is
fulfilled, the notification under Subsection 2 shall contain only a statement that no new circumstances have occurred since
publishing the notification under this Subsection.

          (2) If the value of a non-monetary contribution was determined under Section 59a Subsection 1 through 3, , a
company shall file into the Collection of Documents, within 1 month from the date of providing the contribution, the following
declaration containing:

a) a description of the non-monetary contribution,

b) the value of the non-monetary contribution, the appraisal method and methods applied, if appropriate,

c) in the case of a joint-stock company, a statement whether the value of the non-monetary contribution corresponds to at least
the number and issue rate of shares which were issued for the contribution,

d) in the case of a limited liability company, a statement whether the value of the non-monetary contribution corresponds to at
least the portion of the business share which the shareholder/member acquired for it in the company,

e) a statement that no extraordinary or new circumstances have occurred which might affect the original appraisal.

                                                                 Section 60

                           Administration and Payment of Investment Contributions before Incorporation

           (1) Prior to the incorporation of a company, the founder so entrusted by the agreement or memorandum of association
shall administer the paid-up investment contributions or portions thereof. The administration of a monetary investment
contribution may also be entrusted to a bank, even if the bank is not a founder. Ownership right to these contributions or
portions thereof which were paid up prior to incorporation of the company, or any other rights to such contributions, shall pass to
the company on the day of its incorporation. The company acquires ownership right to real estate on the basis of registration of
such right in the Real Estate Register based on a written statement by the person investing such real estate. The signature on
the statement must be officially verified. Other property values to which a right is acquired upon entry in a special register shall
only pass to the company on the effective date of such entry.

          (2) If a non-monetary contribution is in the form of real estate, the investor concerned shall hand over a written
statement under Subsection 1 to the person administering paid-up contributions (hereinafter referred to as the “contributions
administrator”) before the company’s registration in the Commercial Register. Notwithstanding the provisions of Section 59
Subsection 2, such contribution is paid up upon the handing over of the said statement together with the real estate concerned
to the contributions administrator. If a non-monetary contribution is a movable asset, such contribution is paid up on the handing
over of such asset to the contributions administrator, unless the agreement of association, memorandum of association or deed
of association of the company provides otherwise. In the case of other non-monetary contributions, they shall be considered as
paid up on conclusion of a written agreement on such contribution with the contributions administrator acting on behalf of the
company. The agreement shall provide for the contributions administrator to supervise over performance of the agreement until
the incorporation of the company. Where a non-monetary contribution involves know-how, the appropriate documentation must
be handed over. Where a non-monetary contribution is in the form of an enterprise or a part of an enterprise, the enterprise or
its part must be handed over to the contributions administrator. A protocol on the transfer of an enterprise or a part of an
enterprise and/or documentation in which know-how is specified shall be drawn up by the contributions administrator and the
person providing the non-monetary contribution.

          (3) After the company’s incorporation, the contributions administrator shall, without undue delay, hand over the paid-
up contributions together with the yields and benefits to the company, except in the case of monetary contributions deposited in
a special account opened for the company at a bank or savings and crediting cooperative prior to its incorporation. If the
company incorporation fails, the contributions administrator shall return the provided contributions together with their yields and
benefits without undue delay. The founders shall be jointly and severally liable for the performance of this obligation.

           (4) The contributions administrator shall issue a written statement confirming that the contributions or portions thereof
have been paid up by the individual shareholders/members. This statement shall be attached to the application for entry in the
Commercial Register. A contributions administrator whose statement shows a total amount of paid-up contributions higher than
that actually paid up shall be liable to the company’s creditors for company liabilities up to the amount of the difference for a
period of five years from the date of the company’s incorporation.

                                                                   Section 61

                                                               Business Share

           (1) A business share represents a particular shareholder’s/member’s participation in the company and the rights and
obligations derived therefrom. A shareholder/member may have only one business share in a company, except in the case of a
joint stock company. A business share in a company may not be represented by a security, except in the case of a joint stock
company. For the purposes of this Act, a shareholder’s/member’s business share represents the extent of a
shareholder’s/member’s proportionate participation in the net worth of the company, unless the law provides otherwise.

          (2) On termination of a shareholder’s/member’s participation in a company during such company’s existence in a
manner other than by the transfer of such shareholder’s/member’s business share to another person, the shareholder/member
becomes entitled to a settlement (settlement share). The amount of a settlement share shall be determined as upon the day of
termination of the shareholder’s/member’s participation in the company from the equity established from interim, annual or
extraordinary financial statements produced as upon the day of termination of the shareholder’s/member’s participation in the
company, unless the agreement of association provides that the settlement share shall be established from the company’s net
worth on the basis of a report by an expert appointed similarly under Section 59 Subsection 3. A settlement share shall be paid
in cash, unless the agreement of association or the articles of association provide otherwise.

           (3) The right to payment of a settlement share shall be due upon the lapse of three months after the approval of
financial statements under Subsection 2 or as from the date of delivery to the company of an expert’s report under Subsection
2, unless provided otherwise by law, the participants’ agreement or the agreement of association. If the shareholders/members
or the competent organ of the company fail to approve the financial statements without any serious reason, the right to payment
of a settlement share shall be due upon the lapse of three months after the day upon which such financial statements should
have been approved.

         (4) If a company is dissolved by liquidation, shareholders/members are entitled to receive a share of the property
remainder resulting from the liquidation (a liquidation share).

                                                                   Section 62

                                                           Company Incorporation

          (1) A company enters into existence upon the day it is registered (incorporated) into the Commercial Register. An
application for entry in the Commercial Register must be filed within 90 days of the company’s foundation (Section 57), or from
the date of delivery of a trade or similar entrepreneurial license. If the application is not filed within the stipulated period, such
application for entry into the Commercial Register may no longer filed on the basis of a trade license..

         (2) Unless it is expressly stated upon the company’s incorporation that the company is founded for a limited period,
the company has been founded for an unlimited period.

                                                                   Section 63

           Legal acts related to the foundation, incorporation, change, winding up or termination of a company must be made in
writing, with officially verified signatures; the law stipulates which legal acts shall be taken in the form of a notarial deed. Should
the law require a notarial deed for the legal act by which a company is founded, any amendments of the contents thereof must
also be in the form of a notarial deed.

                                                                   Section 64

                                           Acting on behalf of a Company before Incorporation

          (1) A person who acts on behalf of a company before its incorporation shall be bound by these actions; if two or more
persons act jointly, they shall be bound jointly and severally. If the shareholders/members or the competent organ of the
company approves such acts within three months of the company’s incorporation, the company is deemed to have been bound
thereby from the beginning.

          (2) Founders shall produce and submit a list of acts under Subsection 1 to the shareholders/members or the
competent organ for approval in such way that the period under Subsection 1 can be observed. Should they breach this duty,
the founders shall be liable jointly and severally to creditors for any resulting damage.

          (3) After the approval of acts taken before the company’s incorporation, the statutory body of the company shall,
without undue delay, notify the participants regarding any obligations which originated from such acts.

                                                                Section 65

                                                           Ban on Competition

         (1) The provisions on individual forms of companies stipulate which persons are subject to the ban on competitive
conduct and to what extent.

          (2) A company may demand from a person who violates the ban that they surrender to the company any benefits
gained from the transaction by which such person violated the ban on competition, or that they transfer the corresponding rights
to the company. This shall not affect the right of the company to claim damages.

           (3) The company’s rights under Subsection 2 shall be null and void unless they are exercised against the liable person
within three months from the day on which the company learns of the relevant fact; however, no later than one year from the
origination thereof. This shall not, however, affect the company’s right to claim damages.

                                                               Section 65a

         (1) If incorporation expenses are reported in the company books as fixed assets, accounting depreciation of such
assets must be completed no later than five years from the company’s incorporation.

          (2) Until the accounting depreciation of assets under Subsection 1 is fully completed, no shares in profit may be paid
out, unless the disposable funds from which shares in profits are otherwise paid out, together with retained profit from previous
periods, are equal to at least the non-depreciated part of the incorporation expenses.

                                                                Section 66

          (1) A person who is the statutory body or a member of the statutory or other organ of a company may resign their
office. However, such person must notify the organ of which they are a member or which elected or appointed them of their
resignation. The tenure of such person shall be terminated on the day when the resignation is discussed, or should have been
discussed, by the organ which elected or appointed this person, unless provided by the agreement of association or the articles
of association that it is sufficient for such resignation to be discussed, or where it should have been discussed, by the organ of
which the person is a member. The office of the person elected a member of the organ by the company employees is
terminated upon the day when the resignation was discussed or should have been discussed by the organ of which they are a
member. The competent organ is obliged to discuss the resignation at its very next meeting after it learns about the resignation
from the position. If the resigning person notifies the competent organ at the meeting of the competent organ of their
resignation, their tenure shall be terminated by the lapse of two months from that notification, unless the competent organ of the
company approves another date for the termination of their tenure upon the person’s request.

          (2) The relationship between the company and the person who is its statutory body or a member of its statutory or
another organ of the company, or a shareholder/member involved in arranging the company’s affairs, shall be subject, as
appropriate, to the provisions on mandate, unless the rights and obligations are stipulated otherwise by an agreement on
performance of an office, if concluded, or by law. A commitment to perform an office is a commitment of a personal nature. An
agreement on performance of an office must be in writing and must be approved by the general meeting or in writing by all the
members with unlimited liability for the company’s obligations.

          (3) Any payment by a company in favour of a person who is the organ of the company, or a member of the organ, to
which this person is not entitled under a legal regulation or the company’s internal regulations, is subject to approval by the
general meeting, unless the person was awarded the right to such payment by an agreement on the performance of their office.
However, the company shall not provide such payment if this person’s performance of their office has obviously contributed to
the company’s unfavourable economic results, or if this person is guilty of breaching a statutory duty in connection with the
performance of their office.

          (4) Unless the law or the company’s articles of association or the agreement of association provide otherwise,
statutory bodies and other organs may only take decisions provided that more than half of their members are present at the
meeting and the decision requires approval by a majority of members present. The chairman’s vote shall be decisive in the
event of a tie. The articles of association or the agreement of association may also permit written voting, or via communication
technology with persons outside the meeting room, if this is agreed upon by all members of the organ. Members voting in such
a manner are deemed to be present at the meeting.

          (5) The provisions of Subsection 1 and 4 shall not apply to a general meeting.

           (6) The provisions of this Act and special legal regulations on the responsibility and liability of company organs and
members of organs shall also apply to persons who, based on an agreement, their business share in a company or another fact,
have a substantial influence on the company’s conduct, even though they are not company organs or members of such organs,
irrespective of their relationship to the company.

           (7) Persons who undertake legal acts in writing in the name and on behalf of a company shall sign the documents by
affixing their signatures to the business name of the company. However, any failure by a person conducting such legal acts to
state the business name of the company next to the signature shall not invalidate such legal act.
           (8) If the organ or the members of the organ of a legal entity are Members of Parliament or Members of the Senate,
who perform such office with the approval or upon a motion by the Government, or if the members of the organ of a legal entity
are members of the presidium, supervisory board or employees of the Land Fund of the Czech Republic, who perform such
office with the approval or upon a motion of the Land Fund of the Czech Republic, damages for which these persons are liable
under this Act shall be paid up by:

a) the Government in the case of Members of Parliament and Members of the Senate,

b) Land Fund of the Czech Republic in the case of members of its presidium, supervisory board or employees.

          (9) The Government or the Land Fund of the Czech Republic is entitled to compensation from the persons on whose
behalf, under Subsection 8 above, it has paid for the damage caused by such persons through their own fault, however,
maximum to the extent to which these persons are liable under the Labour Code for damages caused by breach of duty by a
person’s fault.

           (10) If the organ or the members of the organ of a company are officers of a municipal authority delegated as
representatives of a municipal authority of which they are employees, the damages for which these persons are liable under this
Act shall be paid up by the respective municipal authority.

          (11) A municipal authority is entitled to compensation from the persons on whose behalf, under Subsection 10 above,
it has paid for the damage caused by such persons through their own fault, however, maximum to the extent to which these
persons are liable under the Labour Code for damages caused by breach of duty by a person’s fault.

          (12) If members of the legal entity’s organ are civil servants under the Service Act1) and they have been delegated to
the legal entity’s organ as state representatives 3), or they are employees at ministries or administrative authorities who have
been delegated to the legal entity’s organ by their employer4) as state representatives, the compensation for damage for which
these persons are responsible under this Act shall be covered by the State.

         (13) The State shall have the right to demand that those persons on whose behalf it paid damages under Subsection
12 and who caused the damage by their fault shall provide it with compensation. Such compensation shall not exceed the
amount of damages for which under the Labour Code such persons are liable as a result of breaching their obligations.

                                                                 Section 66a

                                                           Groups of Companies

            (1) A shareholder who has a majority of votes derived from their business share in a company is the majority
shareholder, and the company in which they have such majority is a company with a majority shareholder. Votes derived from a
member’s business share in an unlimited company or a limited partnership, or from a shareholder’s business share in a limited
liability company, shall be votes attached to their business share in the company. In the case of a shareholder of a joint stock
company, votes attaching to their shares with voting rights in such company are taken into account, irrespective of whether such
shares have been issued. For the purposes of this provision, priority shares to which voting rights are not attached shall be
considered as shares with no voting rights attached, even though voting rights might be temporarily attached to them under the
law. The total number of votes derived from a business share in a company shall not include votes derived from the company’s
own business shares or shares which are owned by the company or by a person controlled by this company, or from business
shares or shares held by another person in that person’s name and on behalf of the company or persons controlled by the
company.

           (2) A controlling person is a person who de facto or legally exercises, directly or indirectly, a prevailing influence on
the management or operation of another person’s enterprise (hereinafter referred to as “controlled person"). If the controlling
person is a company, it is referred to as the parent company and a company controlled by it is referred to as the subsidiary.
Indirect influence means influence exercised through another person(s).

          (3) A controlling person is a person who:

a) is a majority shareholder; this shall not apply if the controlling person is determined by the provisions under Paragraph b),

b) has at their disposal a majority of voting rights based on an agreement with another shareholder(s),

c) is able to enforce the appointment or election or removal of the majority of persons who form the statutory body or are
members of the body, or the majority of persons who are members of the supervisory body of the legal entity in which they are a
shareholder.

          (4) Persons who are involved in a concerted action and who jointly have a majority of the voting rights in a legal entity
are controlling persons.

           (5) Unless it is proved that another person has at their disposal the same or a higher percentage of the voting rights, it
shall be assumed that a person who has at their disposal at least 40% of the voting rights in a legal entity is the controlling
person, and that persons who are involved in a concerted action and have at their disposal at least 40% of the voting rights in a
legal entity are controlling persons.

           (6) For the purposes of this Act, to have voting rights at one’s disposal shall mean that they can be exercised at the
discretion of the person having them, irrespective of the legal ground (if any) on which they are exercised, or where the
possibility exists for influencing the exercise of voting rights through another person.

          (7) If one or more persons are subject to common management (hereinafter referred to as “managed person”) by
another person (hereinafter referred to as “managing person”), such persons shall, together with the managing person, form a
group (holding) and their enterprises, including that of the managing person, are companies in a group. Unless the contrary is
proved, it shall be assumed that the controlling person and the persons controlled by the controlling person form a group.
Persons may also be subject to common management on the basis of a controlling agreement (hereinafter referred to as
“controlling agreement”). A controlling agreement may also be concluded to cover relations between a controlling person and
the persons controlled by it. The person which is a managing person based on a control agreement is always the controlling
person; the provisions of Subsection 3 shall not apply in this case.

           (8) Where no controlling agreement has been concluded, the controlling person may not exert their influence to put
through the adoption of a measure or the conclusion of an agreement which may cause property damage to the controlled
person, unless the controlling person settles such damage by no later than the end of the accounting period when the damage
was incurred, or unless within the same period an agreement is concluded stipulating the appropriate period during which the
controlling person is to settle such damage and in what way.

           (9) Where no controlling agreement has been concluded, the statutory body of the controlled person shall produce a
written report on relations between the controlling person and the controlled person and on relations between the controlled
person and other persons controlled by the same controlling person (hereinafter referred to as "affiliated persons"), providing the
controlled person acting with due managerial care knows the controlling person, or the persons controlled by such controlling
person; such report shall be drawn up no later than three months after the end of the relevant accounting period. This report
shall state what agreements were concluded in the last accounting period between affiliated persons, what other legal acts were
made in the interest of these persons, and all other measures which were adopted or effected by the controlled person in the
interest, or at the initiative, of the affiliated persons. If a performance was supplied by the controlled person, the report shall also
mention what consideration was provided and the advantages and disadvantages of the measures taken, and whether any
damages were incurred by the controlled person from the said agreements or measures, and whether such damage was settled
in the accounting period or whether an agreement on its settlement under Subsection 8 was concluded. If the controlled person
produces an annual report under a special legal regulation, the report on relations between the affiliated persons must be
attached to the annual report. Shareholders or members of the controlled person must have an opportunity to make themselves
familiar with the report on relations between the affiliated persons in the same term and on the same conditions as with the
annual financial statements.

         (10) If a controlled person has a supervisory board or a similar organ, this organ shall examine the report under
Subsection 9 and inform the general meeting or similar assembly or meeting of the members of the controlled person of its
examination and opinion.

         (11) Where the financial statements of a controlled person are subject to auditing, the auditor shall also audit the
accuracy of the information provided in the report under Subsection 9.

            (12) Each shareholder or member of the controlled person has the right to file a petition with the court requesting that
an expert be appointed to examine the report on relations between affiliated persons. Such petition may be filed no later than
one year after the day when notification of the filing of the relevant annual report in the Collection of Documents is published.
The provisions of Section 59 Subsection 3 shall similarly apply to the appointment and remuneration of such expert, and the
competent court shall be the court within whose jurisdiction the company’s registered office is located. Any petition which is filed
before the proceedings are finally concluded by another shareholder/member seeking to appoint such expert for the purposes of
reviewing the relations among the affiliated persons shall be deemed an accession to the proceedings as of the date such
petition is filed. As soon as the proceedings on appointing an expert are finally concluded, further petitions by otherwise entitled
persons to appoint such expert shall be inadmissible.

          (13) The right under Subsection 12 shall only arise if:

a) in the auditor’s report under Subsection 11, reservations are expressed on the report prepared by the statutory body under
Subsection 9,

b) in the statement under Subsection 10 , reservations are expressed on the statutory body’s report under Subsection 9, or

c) the statutory body’s report under Subsection 9 states that damage was incurred by a controlled person due to the conclusion
of a contract or the implementation of a measure under Subsection 8, and that such damage was not settled by the controlling
person and no agreement on its settlement under Subsection 8 was concluded.

          (14) If the controlling person requires a controlled person with which they did not conclude a controlling agreement to
adopt a specific measure, or to conclude a specific contract from which damage is incurred by the controlled person, and if the
obligation under Subsection 8 is not fulfilled, the controlling person shall compensate any damages thus incurred. In addition,
the controlling person shall compensate any damage thus incurred by shareholders or members of such controlled person,
notwithstanding the obligation to provide compensation for damage to the controlled person. The obligation to provide such
compensation shall not arise if such contract had been concluded or such measure adopted by a person which is not a
controlled person, provided that this person fulfilled their duties with all due managerial care.

           (15) Persons who are the controlling person’s statutory body or members of such shall be jointly and severally liable
for fulfilment of the obligation to settle damage under Subsection 14. The persons who are the controlled person’s statutory
body or members of such shall also be jointly and severally liable for fulfilment of the controlled person’s obligation to settle such
damage if they did not include in their report under Subsection 9 the contract or measure from which the damage was incurred
by the company, and such detriment was not settled by the controlled person and no agreement on its settlement under
Subsection 8 was concluded. This shall not apply if such persons acted on the basis of a resolution duly adopted by the general
meeting or members’ meeting of the controlled person.

          (16) The provisions of Subsection 10, 12 and 13 shall not be applied in the case that the controlling person in relation
to the company is the sole shareholder of the controlled person, or in the case that all the controlling persons in relation to the
company are all of its shareholders/members who act in concert (Section 66b); in such a case, the provisions of Subsection 14
and 15 on compensation for damage (i.e. damages) to shareholders or members of the controlled person and on the right of
such shareholders or members of the controlled person to file a suit for damages against the controlling person shall not apply.

                                                                  Section 66b

                                                              Concert of Action

          (1) Concert of action means conduct by two or more persons undertaken in mutual agreement with a view to acquiring
or assigning or exercising voting rights in a specific person, or utilising voting rights to exert joint influence on the management
or operation of such person’s enterprise or to elect that person’s statutory body or most of its members, or most of the members
of a supervisory organ of that person or otherwise influence that person’s conduct.

          (2) Unless the contrary is proved, persons acting in concert under Subsection 1 are:

a) a legal entity and its statutory body or a member of the statutory body, or persons directly managed by them, a member of
the supervisory organ, a liquidator, an insolvency trustee or an administrator engaged in enforced administration, or any group
of such persons,

b) the controlling person and persons controlled by them,

c) persons controlled by the same controlling person, or

d) persons forming a group.

          (3) Unless the contrary is proved, it shall be assumed that the persons acting in concert under Subsection 1 are also:

a) a limited liability company and its shareholders or its shareholders only,

b) an unlimited company and its members or its members only,

c) a limited partnership and its general partners or its general partners only,

d) close persons,

e) an investment company and an investment fund, or a pension fund managed by such investment company, or funds
managed by such investment company only.

          (4) Persons engaged in a concerted action must meet the obligations arising therefrom jointly and severally.

                                                                  Section 66c

          Any person who by means of their influence in a company intentionally induces a person who is such company’s
statutory body or a member of the statutory body, or a member of the company’s supervisory organ, its authorised signatory or
another of the company’s entitled representatives to act to the detriment of the company or to the detriment of the company’s
shareholders shall be liable to provide compensation for the damage incurred in connection with such conduct.

                                                                   Section 67

                                                                Reserve Fund

           (1) If this Act requires the creation of a reserve fund, such fund may only be used to the extent in which it is created
obligatorily under this Act, and only for the purpose of covering company losses, unless the law provides otherwise.

           (2) A reserve fund is created obligatorily by a limited liability company or a joint stock company from the after-tax profit
in the current accounting period (hereinafter referred to as "net profit") or from other sources of its own apart from net profit,
provided that this is not excluded by law. Upon incorporation of the company or on increasing the company’s registered capital,
a reserve fund may also be created from the additional payments of shareholders/members made over and above their
contributions or the issue rate of shares.

          (3) A share in a company’s net profit may only be determined after appropriate financial means have been allocated to
top up the reserve fund in accordance with this Act, the agreement of association or the articles of association.

                                                                  Section 67a

                                                               Heading Omitted

           A contract by which an enterprise or a part of an enterprise is transferred or leased, and a contract establishing a right
of lien on an enterprise or a part of an enterprise must be approved in writing by the company’s shareholders/members or the
general meeting.

                                                                   Section 68

                                                Winding-up and Dissolution of a Company

          (1) A company is dissolved upon the day it is deleted from the Commercial Register. A company involved in a cross-
border merger is dissolved upon the date of entry of the cross-border merger in the Commercial Register or in a foreign
commercial register.

          (2) Dissolution of a company is preceded by its winding-up, either with liquidation or without it, if the company’s
business assets are transferred to its legal successor. Liquidation is also not required if the company is wound up due to
reasons under Subsection 3 Paragraph f) and if it has no property whereby things, rights, receivables or other property values
excluded from the bankrupt estate are not taken into consideration. In the case of the winding-up of a company under the
previous sentence, the tax administrator’s approval under a special legal regulation is not required for the company’s deletion
from the Commercial Register.

          (3) A company shall be wound up:

a) on expiry of the period of time for which it was founded,

b) on attainment of the purpose for which it was founded,

c) on the date specified in a resolution of the shareholders/members or the organ of the company on winding up the company;
otherwise, on the date when such a resolution was adopted, if the company’s winding-up is connected with liquidation,

d) on the date stated in a court decision on winding-up the company; otherwise, on the date when such court decision enters
into full force and effect,

e) on the date stated in a resolution of the company’s shareholders/members or the organ of the company if the company is
dissolved due to a merger, a transfer of business assets to a shareholder/member or due to a division, otherwise on the day
when such resolution was adopted,

f) on cancellation of a bankruptcy order upon implementation of the distribution schedule, or on cancellation of a bankruptcy
order because the bankrupt’s property is insufficient to cover the costs of bankruptcy proceedings.

          (4) If, after the winding-up of the company on the grounds set out under Subsection 3 Paragraph f), there is any
property left, the liquidation of the company shall be carried out.

           (5) If the company was wound up, or if a bankruptcy order was issued in respect of its property, the statutory body
shall only act within the scope of powers which have not passed to the liquidator or the insolvency trustee. This shall similarly
apply if an insolvency court has decided that the entitlement to dispose of the bankrupt estate of a company is fully or partly
transferred to the insolvency trustee. Until such liquidator is appointed, or if his/her office is terminated and no new liquidator
was appointed, the duties relating to liquidation of the company are fulfilled by the company’s statutory body.

         (6) Upon a motion by a state authority, or by a person who has proved a legal interest, the court may decide on the
winding-up of a company and its liquidation in the following instances:

a) no general meeting has been held for two years, or the company’s organs whose term of office or whose members’ term of
office terminated more than a year ago were not elected in the previous year, unless this Act provides otherwise, or the
company has not been conducting any activities for the last two years,

b) the company is no longer licensed to conduct entrepreneurial activity,

c) the statutory prerequisites set out under the law for incorporation of the company are terminated, or the company is unable to
perform its activity due to insurmountable conflicts between its shareholders/members,

d) the company breaches the duty to create a reserve fund,

e) the company has violated the provisions of Section 56 Subsection 3,

f) the company failed to perform its duty consisting in either selling a part of its enterprise or dividing itself as required by a
decision of the Office for Protection of Economic Competition under special legal regulation.

          (7) In the instances when this Act permits a company to be wound up by a court decision, prior to such decision the
court shall set a time-limit for the company to eliminate the grounds on which its winding-up is proposed, if it is feasible to
eliminate such grounds.

          (8) The shareholders/members or the competent organ of the company may cancel their decision on the company’s
winding-up and its entering into liquidation until distribution of the liquidation balance is commenced. On the effective day of
such decision, the office of liquidator shall terminate and he/she shall pass all documents on the process of liquidation to the
statutory body of the company. If the liquidator was appointed by court (Section 71 Subsection 3, last sentence Subsection 4
and 7), the court shall decide on the cancellation of the decision on the company’s winding-up and its entering into liquidation
upon the proposal of the shareholders/members or competent organ. The court shall not cancel the decision on the company’s
winding-up if this infringes upon the rights or interests protected by law of any of the shareholders/members or third parties.

           (9) If a decision on the company’s entering into liquidation is cancelled, the company shall produce interim financial
statements as of the effective day of such decision; however, this shall not apply if the decision on the company’s entering into
liquidation is cancelled by the approval of a conversion project.

                                                                Section 68a

                                                            Nullity of a Company
         (1) After incorporation of a company, a decision permitting entry of such company into the Commercial Register
cannot be cancelled and a determination that the company has not been incorporated cannot be sought.

          (2) Nullity of a company may only be ordered by a court decision, even without a petition to that effect, provided that:

a) an agreement of association or memorandum of association was not entered into, or deed of association was not drawn up,
or they did not adhere to their respective prescribed forms,

b) the subject of entrepreneurial activity (business objects) is not permitted or in conflict with public order,

c) in the agreement of association or memorandum of association, or the deed of association or articles of association,
information on the company’s business name or on the individual shareholders’/members’ investment contributions or the total
amount of the registered capital, when an indication of such is required by law, or information on the subject of entrepreneurial
activity (business objects) is missing,

d) the provisions on the minimum amount of paid-up investment contributions have not been met,

e) all of the founding shareholders/members lack legal capacity,

f) if contrary to the law, the number of founders is less than two.

        (3) As of the day when a court decision on the nullification of a particular company enters into full force and effect,
such company enters into liquidation.

           (4) Legal relations into which such a nullified company entered shall not be affected by the nullity of the company.
Shareholders/members of the nullified company shall remain obliged to pay up unpaid portions of their investment contributions
to the extent to which this is required in order to discharge the commitments of the nullified company against its creditors.

                                                                Heading Omitted

                                                                      Section 69

                                                                      Repealed


                                                                   Section 69a

                                                                      Repealed


                                                                   Section 69b

                                                                      Repealed


                                                                   Section 69c

                                                                      Repealed


                                                                   Section 69d

                                                                      Repealed


                                                                   Section 69e

                                                                      Repealed


                                                                   Section 69f

                                                                      Repealed


                                                                   Section 69g

                                                                      Repealed


                                                                   Section 69h

                                                                      Repealed
                                                         Liquidation of a Company

                                                                  Section 70

         (1) If a company is wound up with liquidation, or if some property is left over after its winding-up due to reasons set out
under Section 68 Subsection 3 Paragraph f), liquidation shall be carried out under this Act, unless a different method of settling
the company’s business assets is provided by special legal regulation.

           (2) A company enters into liquidation upon the day it is wound up, unless the law provides otherwise. The fact that the
company is entering into liquidation shall be entered into the Commercial Register. During the period when the company is
being liquidated, its business name shall be followed by the words "in liquidation".

          (3) The powers of the statutory body to act in the name and on behalf of the company within the scope under Section
72 shall pass to the liquidator on his/her appointment. If two or more liquidators are appointed and it does not ensue from their
appointment otherwise, each such liquidator shall have the said powers.

                                                                  Section 71

          (1) A liquidator shall be appointed by the statutory body of the company concerned, unless the law, the agreement of
association or the articles of association provide otherwise. Should a liquidator not be appointed without undue delay, he/she
shall be appointed by the court. A liquidator may only be a natural person, unless this Act or special legal regulation provide
otherwise.

           (2) If a company’s liquidation is based on a court decision, the court which decided on the company’s winding-up shall
also decide on the appointment of a liquidator. When the court appoints a liquidator in accordance with the previous sentence, it
may appoint a shareholder/member of the company, or the statutory body or a member of the statutory body as liquidator, even
without his/her consent. The shareholder/member or statutory body or the member of the statutory body appointed as liquidator
by the court may not resign from such office. However, he/she may petition the court to be removed from the office of liquidator
if it cannot be justly demanded of him/her that they execute such office. If a legal entity is appointed as liquidator, it shall
determine a natural person who will execute the liquidator’s office in its name, and such person shall be entered in the
Commercial Register under Section 38g Subsection 1; if it fails to do so within 10 days from the day the decision on
appointment of a liquidator becomes enforceable, the position of liquidator shall be performed by its statutory body, or members
of the statutory body.

           (3) If a liquidator dies, is removed or resigns from his/her office, or if he/she cannot execute his/her office, a new
liquidator shall be appointed in the same manner as their predecessor and entered in lieu of them in the Commercial Register.
The court shall appoint a new liquidator if the organ authorised thereto under Subsection 1 fails to appoint a new liquidator
without undue delay.

           (4) Irrespective of the manner of the liquidator’s appointment, on the basis of a motion by a person who proves their
legal interest in the matter, the court may recall a liquidator who breaches his/her duties and replace them with another person.

        (5) The liquidator shall be the organ of the company (Section 66) and be liable for performance of his/her office in the
same way as members of statutory bodies.

          (6) The liquidator’s remuneration shall be determined by the company organ which appointed him/her. If the liquidator
has been appointed by a court, his/her remuneration shall also be determined by such court. The liquidator may be accorded
the right to be paid advances. In the case of a liquidator appointed by the court under Section 71 Subsection 2, second
sentence, he/she shall not be entitled to such remuneration.

           (7) If a liquidator cannot be appointed under Subsection 1 through 4, the competent court shall appoint a liquidator
from the list of insolvency trustees 1d).

          (8) Third parties shall co-operate with a court-appointed liquidator to the extent that they are bound to co-operate with
an insolvency trustee under special legal regulation.

        (9) The Ministry of Justice shall set out by decree the rules for calculating the remuneration of a liquidator or a
member of a company organ appointed by court decision and also instances in which reimbursement of a liquidator’s cash
expenses and remuneration shall be paid up by the state.

                                                                  Section 72

            The liquidator shall execute on behalf of the company only legal acts which relate to the company’s liquidation. In
executing the duties of his/her office, the liquidator shall settle the company’s obligations, claims receivables and receives their
payment, represents the company before courts and other authorities, concludes conciliatory agreements and agreements on
the alteration and discharge of the company’s rights and obligations and exercises the company’s rights. He/she may only
conclude new contracts if they relate to the termination of pending business transactions, or if it is necessary to preserve the
value of the company’s property or its utilisation, unless this involves continuation of the enterprise’s operations. The liquidator
is entitled to act in the name of the company also in matters of entries in the Commercial Register.

                                                                  Section 73

          The liquidator shall notify all known creditors of the fact that the company is entering into liquidation. He/she shall also
publish, without undue delay, the decision on winding up the company at least twice, in an interval of no less than a fortnight,
thereby inviting the company’s creditors to register their receivables within a period which may not be less than three months.
                                                                   Section 74

           (1) The liquidator shall produce an opening liquidation balance sheet and a list of the company’s business assets as of
the day the company enters into liquidation. The financial statements as of the day preceding the day when the company enters
into liquidation shall be drawn up by the company’s statutory body. Should the statutory body fail to produce the said financial
statements without undue delay after the company’s entering into liquidation, this duty shall pass to the liquidator.

        (2) The liquidator shall send a list of the company’s business assets to any shareholder/member and creditor of the
company who so requests.

        (3) In the course of liquidation, the liquidator shall preferentially settle wage arrears claimed by the company’s
employees, unless he/she is obliged to file a petition for an insolvency order.

                                                                   Section 75

           (1) After completion of all legal acts necessary for performing the liquidation, the liquidator shall, without undue delay,
produce a report on the course of such liquidation which shall include a proposal on the distribution of the net property
remainder left after the liquidation (the liquidation balance) among (between) the company’s shareholders/members; he/she
shall submit such report to the shareholders/members or the organ competent to approve it (hereinafter referred to as "proposal
for distribution of the liquidation balance"). As of the day of producing the proposal for distribution of the liquidation balance, the
liquidator shall draw up the financial statements. Non-approval of the proposal for distribution of the liquidation balance shall not
prevent the company from being deleted from the Commercial Register.

           (2) Any shareholder/member who disapproves of the proposal for distribution of the liquidation balance may request
the court to review the liquidation share which the shareholder/member should receive according to the proposal. If this right is
not exercised within three months from the day when the proposal for distribution of the liquidation balance was discussed, the
said right shall be terminated. A court decision reviewing a shareholder’s/member’s liquidation share shall be binding on the
company with regard to the basis of the accorded right also in relation to the other shareholders/members.

           (3) No payments, even in the form of advances, may be granted to the company’s shareholders/members on the
grounds of their entitlement to a liquidation share before the claims of all known creditors who have claimed their receivables in
time are satisfied. No payments can be granted before expiry of the time-limit under Subsection 2 for distribution of the
liquidation balance.

          (4) When a receivable is disputed or not yet due, the liquidation balance may only be distributed if the creditor was
granted a corresponding surety.

           (5) The provisions of Subsection 1 through 4 shall not apply in the event that a company was wound up under Section
68 Subsection 3 Paragraph f) and its property is not sufficient to cover all payables. In such case, the liquidator shall turn the
company’s property into cash and settle from the proceeds first the cost of liquidation and wage arrears due to company
employees and only then the other creditor’s receivables in the order of their maturity. If receivables occupying the same
position in such order (i.e. of equal maturity) cannot be settled in full, they shall be settled proportionately. Should the liquidator
not succeed in liquidating the property within a reasonable time, he/she shall offer such property to the creditors in settlement of
their claims from the company according to the order of their receivables. Should the creditors refuse to take over such property
in settlement of their receivables, such property shall pass to the state on the day the company is deleted from the Commercial
Register.

           (6) The liquidator shall produce a report about the method in which the property under Subsection 5 was disposed of,
specifying in particular the proceeds realised by the sale of such property and also the property items which were not sold,
stating whether any such items were accepted by creditors in settlement of the company’s debts, which creditors and to what
extent they were satisfied and which creditors were not satisfied or, if relevant, what property shall pass to the state upon the
company’s deletion from the Commercial Register (the report on disposal of property). Such report shall be submitted for the
approval of the company’s shareholders/members or the company organ competent to approve it. Should the report not be
approved, this shall not prevent the company from being deleted from the Commercial Register. The liquidator shall produce
financial statements as of the day his/her report on disposal of the property was prepared.

                                                                  Section 75a

           (1) Liquidation shall be completed by distribution of the liquidation balance or by use of the proceeds from the property
sale in settlement of the creditors’ receivables, or by the creditors’ acceptance of property in settlement of their receivables, or
by their refusal to accept the property in settlement of their receivables under Section 75 Subsection 5. After distribution of the
liquidation balance, the liquidator shall produce a list of the shareholders/members to whom he/she paid out liquidation shares.

          (2) Within 30 days of completing liquidation, the liquidator shall file an application for the company’s deletion from the
Commercial Register. The liquidator shall attach to the petition for the company’s deletion from the Commercial Register
confirmation from a locally competent governmental regional archive that it has discussed with him/her the securing of the
archive and documents of the company to be dissolved.

                                                                  Section 75b

           (1) If, after completion of the company’s liquidation, previously unknown property is established or the need arises for
other necessary measures relating to such liquidation, the court shall, on the basis of a petition filed by a state authority, a
shareholder/member, a creditor or a debtor, decide that the company’s liquidation be renewed and appoint a liquidator. After
this court decision enters into full force and effect, the register court shall enter into the Commercial Register the fact that the
company’s liquidation has been renewed and the name of the liquidator.
            (2) If previously unknown property is established after the company is deleted from the Commercial Register, the court
shall, on the basis of a petition filed by a state authority or a shareholder/member, creditor or debtor, annul the company’s
deletion from the Commercial Register and either renew its liquidation or order the company to enter into liquidation and appoint
a liquidator. After such decision enters into full force and effect, the register court shall enter into the Commercial Register the
fact that the company has been reinstated, that the company is in liquidation and the name of the liquidator.

         (3) As of the day of the entry under Subsection 1 or 2 in the Commercial Register, the liquidator shall produce an
opening balance sheet. The provisions of Section 68 Subsection 8 shall not apply.

                                                                  Section 75c

           The provisions of this Act regulating entry into liquidation shall not affect the execution of rights and fulfilment of
obligations arising from arrangements on financial collateral under the conditions of the act regulating financial collateral19) or
comparable conditions of a foreign legal regulation if financial collateral was agreed and came into existence before entry into
liquidation. This shall also apply in the event that financial collateral was agreed or came into existence on the day of entry into
liquidation, but only after this fact occurred, unless the recipient of the financial collateral knew of this fact or could and should
have known of it. The provisions of this Act regulating entry into liquidation furthermore do not affect the fulfilment of final
settlement according to the act regulating entrepreneurial activities on the capital market20), if final settlement was concluded
before entry into liquidation.

                                                                 Division II

                                                            Unlimited Companies

                                                                Subdivision 1

                                                              Basic Provisions

                                                                  Section 76

        (1) An unlimited company is a company in which at least two persons conduct entrepreneurial activity under a
common business name and bear joint and several liability for the obligations of the company with all of their property.

          (2) A member of an unlimited company can only be a natural person who meets the general requirements for
undertaking a trade under special legal regulation, and in relation to whom there is no impediment to his/her engagement in a
trade under special legal regulation, irrespective of the company’s subject of entrepreneurial activity.

         (3) If a member of an unlimited company is a legal entity, the rights and duties connected with participation in the
company shall be exercised by its statutory body, or the representative it entrusts thereto and who meets the conditions under
Subsection 2.

                                                                  Section 77

            The business name must include the identification "veřejná obchodní společnost" (unlimited company), or its
abbreviated form "veř. obch. spol." or "v. o. s." Should the business name include the surname of at least one of the members, it
is sufficient to add "a spol."

                                                                  Section 78

          (1) An agreement of association must contain the following particulars:

a) the business name and registered office of the unlimited company,

b) identification of the members, such as the business name or designation and registered office of a legal entity or the name
and residential address of a natural person,

c) the company’s subject of entrepreneurial activity.

        (2) An application for entry of the partnership into the Commercial Register shall be signed by all members, and the
agreement of association shall be attached to the application.

                                                                Subdivision 2

                                                        Members’ Rights and Duties

                                                                  Section 79

          (1) The rights and duties of the members are governed by their agreement of association. The consent of all members
is required for any amendment of the agreement of association, unless this Act provides otherwise. The agreement of
association may stipulate that the consent of a majority of the members will be sufficient for its amendment.

          (2) The consent of all of the members is required for decisions on other matters, unless the agreement of association
or the law provides that the consent of a majority of the members is sufficient.

          (3) If under the agreement of association the consent of a majority of the members is sufficient for the decisions under
Subsection 1 and 2, each member shall have one vote. However, the agreement of association may stipulate a different number
of votes.

                                                               Section 79a

          In executing their duties, members must proceed with due managerial care.

                                                                Section 80

          (1) A member shall pay up their investment contribution within the time-limit specified in the agreement of association
or without undue delay after the company’s incorporation or after they become a member.

         (2) In the case of late payment of a monetary contribution, a member shall pay default interest at the rate of 20% of
the overdue amount, unless the agreement of association provides otherwise.

        (3) A member may pay more than one investment contribution into the company. For the purpose of calculating such
member’s business share in the company, their investment contributions shall be added together.

                                                                Section 81

        (1) Each member may manage the business of the company within the extent of the principles agreed upon by the
members.

          (2) Should one or more members be authorised by the other members to manage the company wholly or in part under
the agreement of association, the remaining members lose this right to the same extent. The authorised member shall follow in
their management of the business those principles which they have agreed with the other members. The authorised member
must follow the members’ decisions made by a majority of votes. Each member has one vote, unless the agreement of
association provides otherwise.

           (3) Delegation of authority to a member may be withdrawn, if so agreed by the other members, unless the agreement
of association stipulates otherwise. Should the authorised member substantially breach their duties (Section 345 Subsection 2),
the court may revoke such member’s authorisation based on a petition from any of the other members, even if the authorisation
is irrevocable under the agreement. In this case, the provisions of Subsection 1 shall apply until the members agree on a new
authorisation.

          (4) A member who is authorised to manage the business of the company may for important reasons relinquish their
authorisation in a written resignation, but they shall still take measures which do not allow for any delay. A written notice of
termination (resignation) must be delivered to the company and all other members. The notice shall take effect one month after
the day of its delivery to the company. As of the effective day of the notice, the business of the company shall be managed by
the other members.

          (5) The member who has been authorised to manage the business of the company must, upon request, inform the
other members about all of the company’s affairs. Each member may inspect any of the company documents and check the
information contained therein, or they may empower an auditor or a tax adviser to do so on their behalf.

                                                                Section 82

          (1) Profit is distributed among (between) the members in equal proportions. A profit share, as determined on the basis
of the financial statements, is payable within three months of the day the financial statements are approved, unless the
agreement of association stipulates otherwise.

          (2) The members shall bear equally any loss established by the financial statements.

          (3) The provisions of Subsection 1 and 2 shall apply, unless the agreement of association provides otherwise.

                                                               Section 82a

           Each member is entitled in the name of the company to sue another member liable to the company for damages in
compensation for damage caused to the company, and to sue a member who defaults on payment of their investment
contribution for payment of such investment contribution; the member who files such a complaint is entitled to represent the
company in the proceedings. However, this shall not apply if action to obtain damages or action in relation to such default has
already been taken by the company’s statutory body. A person other than the member who filed the complaint or a person
authorised by them cannot perform legal acts on behalf of the company or in its name in such proceedings.

                                                                Section 83

          Another member may join the company or an existing member may leave it, provided that the agreement of
association is amended accordingly and that at least two members remain in the company.

                                                                Section 84

                                                          Ban on Competition

         Without the other members’ consent, no member may engage in external activities which are the subject of the
company’s entrepreneurial activity. This also applies to activity benefiting other persons and to mediating the company’s
business transactions for someone else. No member is allowed to be the statutory body or other organ, or member of such
organ of another company, with similar entrepreneurial activities. An agreement of association may regulate the ban on
competition in a different manner.

                                                                  Subdivision 3

                                                        Legal Relations to Third Parties

                                                                    Section 85

           (1) All members of an unlimited company shall be its statutory body. However, their agreement of association may
stipulate that only certain members or one member shall be the company’s statutory body.

         (2) If two or more members are a company’s statutory body, each of them may act independently in the name of a
company, unless the agreement of association stipulates otherwise. The statutory body’s authority to act in the name of the
company may only be limited by the agreement of association. However, such limitation shall not be effective against third
parties.

            (3) A member may resign from the office of the statutory body, but they must, however, take all measures which do
not allow for any delay. Notice of their resignation must be delivered to the company and all members. This resignation shall
take effect one month after the day of its delivery to the company. If the resigning member is the company’s sole statutory body,
all of the other members shall form its statutory body as of the effective day of such resignation.

                                                                Member’s Liability

                                                                    Section 86

          An unlimited company is liable for its obligations with its entire property. The members bear joint and several liability
for the company’s obligations with their entire property.

                                                                    Section 87

          (1) A member who joins a company later is also liable for those of the company’s obligations which arose before they
joined the company. However, a member joining later can require compensation from the other members for discharging the
company’s payables, as well as reimbursement of related expenses.

          (2) If a member terminates their participation in an unlimited company while it is in existence, they are only liable for
those obligations which arose prior to the day when their participation was terminated.

                                                                  Subdivision 4

                                           Winding-up and Liquidation of an Unlimited company

                                                                    Section 88

          (1) In addition to the cases specified in Section 68, a company shall be wound up:

a) by a notice of termination given by a member no later than six months before the end of the accounting period, if the
agreement of association was concluded for an indefinite period of time and unless it provides another time-limit of termination,

b) by a court decision under Section 90 Subsection 1,

c) as a result of the death of one of the members, although this shall not apply if the agreement of association permits the
transfer of a business share in the company by inheritance, provided that the deceased member’s heir (or heirs) does not
renounce such inheritance and at least two members remain in the company,

d) as a result of the dissolution of a legal entity which is one of the members, unless the agreement of association permits the
transfer of a business share to a member’s legal successor and at least two members remain in the company,

e) on declaration of bankruptcy against the property of one of the members, or as a result of the dismissal of an insolvency
petition due to a lack of property,

f) if a distraint order is effective against a member’s business share in the company or upon issue of a warrant of execution
against a member’s business share in the company after the decision ordering such execution takes effect,

g) if one of the members is deprived of their capacity to take legal acts, or if their legal capacity is limited,

h) if a member ceases to meet the requirements under Section 76 Subsection 2,

i) for other reasons stipulated in the agreement of association.

             (2) If any of the grounds for winding up the company are among those specified in Subsection 1 Paragraphs a), c), d),
e), f), g), h) and i), the remaining members may agree to amend the agreement of association and continue the existence of the
company without the member to whom the grounds for such winding-up apply. Should the amendment of the agreement of
association not be agreed within three months of the winding-up, this right shall be terminated and the company shall enter into
liquidation as of that day, unless the members have agreed on liquidation of the company prior to expiry of the said time-limit.
           (3) If, following the remaining members’ agreement to continue the company (Subsection 2), a bankruptcy order
against a member’s property is cancelled due to reasons other than the discharge of the distribution schedule or a lack of
property 1d), the participation of such member in the company shall be renewed; if the company has already paid a settlement
share to such member, the member must reimburse it to the company within two months of the day when the bankruptcy
proceedings were cancelled. This shall similarly apply if a distraint order against a member’s business share in the company is
suspended by a decision which has entered into force, or if a warrant of execution is suspended by a decision which entered
into force in accordance with a special legal regulation.

         (4) If a company wound up under Subsection 1 Paragraphs e) or f) has not already been dissolved, those of its
members who meet the conditions under Subsection 3, including any member whose participation in the company has been
renewed, may agree to continue the company’s existence.

                                                                   Section 89

           In the cases specified in Section 88 Subsection 2, the former member or his/her heir, or the former member’s legal
successor, is entitled to claim payment by the company of a settlement share. Its amount is calculated similarly as a share in the
liquidation balance (Section 92).

                                                                   Section 90

           (1) A member may file a petition with the court seeking the winding-up of the company if there are material reasons for
this, in particular if another member seriously breaches their duties or if the purpose for which the company was formed cannot
be attained.

           (2) The company may file a petition with the court seeking expulsion of a particular member who seriously breaches
their duties, even though they were invited to fulfil them and notified in writing of the possibility of their expulsion. Such petition
must be approved by members who together have at least a 50% business share in the company.

                                                                   Section 91

                                                              Death of a Member

          An heir who inherits a business share in an unlimited company is entitled to terminate his/her participation in the
company, even when such company was formed for a limited period, within three months from the date the court decision on
inheritance enters into force, otherwise this right expires. The notice period for the heir’s termination is three months. An heir
who gives notice of such termination is not obliged to participate personally in the company’s activity, even when such duty is
stipulated in the agreement of association.

                                                                   Section 92

                                                       Settlements between Members

           (1) If a company is wound up and liquidated, the members are entitled to receive a proportion of the liquidation
balance (liquidation share). The liquidation balance is first distributed among the members up to the amount of their paid-up
contributions to the company. The rest of the liquidation balance is then distributed equally between (among) the members.

         (2) If the liquidation balance is insufficient to repay the paid-up contributions, the liquidation balance is distributed
between (among) the members in proportion to their contributions.

          (3) The agreement of association may regulate the distribution of the liquidation balance in another manner.

                                                                Subdivision 5

                                                                   Repealed


                                                                  Section 92a

                                                                   Repealed


                                                                  Section 92b

                                                                   Repealed


                                                                  Section 92c

                                                                   Repealed


                                                                  Section 92d

                                                                   Repealed
                                                                   Subdivision 6

                                                                     Repealed


                                                                    Section 92e

                                                                     Repealed


                                                                    Division III

                                                             Limited Partnerships

                                                                   Subdivision 1

                                                                  Basic Provisions

                                                                     Section 93

        (1) A limited partnership is an entity in which one or more members are liable for the partnership’s obligations up to
the amount of the unpaid parts of their contributions as entered in the Commercial Register (limited partners), and one or more
members are liable for the partnership’s obligations with their entire property (general partners).

           (2) A general partner can only be such person who complies with the general requirements for conducting a trade
under special legal regulation, and against whom there is no impediment to conducting a trade under special legal regulation,
irrespective of the partnership’s subject of entrepreneurial activity.

          (3) If a general partner is a legal entity, the rights and duties associated with its participation in a limited partnership
shall be exercised by its statutory body or by a representative authorised thereto by the statutory body, who shall meet the
requirements stipulated in Subsection 2.

          (4) Unless it is stipulated otherwise below, the provisions of this Act on unlimited companies shall similarly apply to
limited partnerships and the provisions on limited liability companies shall similarly apply to the legal status of limited partners.

                                                                     Section 94

          The agreement of association must include the following:

a) the business name and registered office of the partnership,

b) identification of the members by the business name or designation and registered office, if such member is a legal entity, or
his/her name and residential address, if the member is a natural person,

c) the subject of the partnership’s entrepreneurial activities,

d) identification of which of the members are general partners and which are limited partners,

e) the amount of each limited partner’s investment contribution.

                                                                     Section 95

          The business name of the limited partnership shall include the designation "komanditní společnost" ("limited
partnership") which may be abbreviated as "kom. spol." or "k. s." Should the business name of the limited partnership include
the name of a limited partner, such member shall be liable for the partnership’s obligations as a general partner.

                                                                     Section 96

         An application for entry of the limited partnership in the Commercial Register must be signed by all of its members.
The agreement of association must be attached to the application.

                                                                   Subdivision 2

                                                         Members’ Rights and Duties

                                                                     Section 97

          (1) Only the general partner(s) may manage the business of the partnership.

          (2) Other matters are decided jointly by the general partners and limited partners on the basis of a majority vote,
unless the agreement of association provides otherwise.

          (3) Each member has one vote, unless the agreement of association stipulates a different number of votes.

          (4) The consent of all members is required for any amendment of their agreement of association, unless this Act
provides otherwise. However, the agreement of association may stipulate that the consent of a majority of the general partners
together with the consent of a majority of the limited partners is sufficient to amend the agreement of association. The
agreement of association may also provide that the consent of the other members is not required for the transfer of a limited
partner’s business share to another person. The provisions of Section 115 shall similarly apply.

         (5) To conclude agreements under Section 67a, the consent of a majority of general partners together with the
consent of a majority of limited partners shall be required.

                                                                   Section 97a

          A limited partner shall make an investment contribution to the partnership’s registered capital in the amount specified
in the agreement of association, but such amount shall not be less than CZK 5,000. An investment contribution must be paid up
within the time-limit stipulated by the agreement of association, otherwise without undue delay after the partnership’s
incorporation or after such limited partner’s participation in the partnership originates.

                                                                    Section 98

          A limited partner is entitled to inspect the partnership’s books and accounting documents and check the data
contained therein, or they may entitle an auditor to do this on their behalf. A limited partner also has the right to receive a copy
of the partnership’s financial statements and require information from the general partners about all matters concerning the
partnership.

                                                                    Section 99

          The ban on competition shall not apply to limited partners, unless the agreement of association stipulates otherwise.

                                                                   Section 100

           (1) Profit shall be divided into one portion due to the partnership as a whole and one portion due to the general
partners in the ratio stipulated in the agreement of association; otherwise it is divided into two halves between them. Unless the
agreement of association provides otherwise, the portion of profit allocated to the partnership as a whole shall be taxed and
then distributed among the limited partners in the ratio specified in the agreement of association, otherwise in the ratio of their
paid-up investment contributions.

           (2) Unless the agreement of association provides otherwise, the portion of profit due to the general partners shall be
distributed among them equally, whereas the portion of profit due to the limited partners is distributed in proportion to their paid-
up investment contributions.

           (3) A loss established by the financial statements shall be shared equally by the general partners, unless the
agreement of association provides otherwise. Limited partners shall share in the settlement of a loss, if this is stipulated by the
agreement of association, but they shall not be obliged to return shares in profit which have already been paid to them in order
to settle a loss.

                                                                 Subdivision 3

                                                       Legal Relations to Third Parties

                                                                   Section 101

          (1) The general partners shall form the statutory body of a limited partnership. Unless the agreement of association
provides otherwise, each general partner may act independently in the name of the limited partnership.

            (2) If a limited partner concludes a contract in the name of the partnership without being entitled thereto, they are
liable for the obligations ensuing from the contract to the same extent as a general partner.

                                                                 Subdivision 4

                                           Winding-up and Liquidation of a Limited Partnership

                                                                   Section 102

           (1) A limited partner is not entitled to terminate their participation in the partnership (i.e. to leave it). If a bankruptcy
order is declared against a limited partner’s property, or if an insolvency petition on a limited partner’s property is dismissed due
to their lack of property, or if a distraint order is effective against a limited partner’s business share in the partnership or a
warrant of execution is issued against a limited partner’s business share after a court decision ordering such execution enters
into force, this shall not be a reason for the winding-up of the partnership. Furthermore, the partnership shall not be wound up if
a legal entity which is a limited partner of the partnership is dissolved. The fact that a limited partner is deprived of his/her legal
capacity or that his/her legal capacity is limited shall not be a reason for termination of his/her participation in the partnership or
for the partnership’s winding-up.

          (2) If a bankruptcy order is declared against the property of a limited partner, or if an insolvency petition in respect of a
limited partner’s property is dismissed due to his/her lack of property, or if a distraint order is effective against a limited partner’s
business share in the partnership or a warrant of execution is issued against a limited partner’s business share after the relevant
court order enters into force, such limited partner’s participation in the partnership shall be terminated. Such limited partner’s
entitlement to a settlement share shall be included in their bankrupt estate.
           (3) If a bankruptcy order against the property of a limited partner was cancelled for reasons other than the discharge
of a distribution schedule or their lack of property, they shall have their participation in the partnership renewed; if the
partnership has already paid them a settlement share, such member shall be obliged to repay the amount of the settlement
share to the partnership no later than two months after cancellation of bankruptcy proceedings. The same shall similarly apply if,
under a final decision, a distraint order or a warrant of execution against the limited partner’s business share in the partnership
is discontinued under special legal regulation.

          (4) In the event of a limited partner’s death, the partnership shall not be wound up and his/her business share shall be
subject to inheritance proceedings. The agreement of association may exclude the transfer of a business share to an heir. In
such case, the partnership shall pay a settlement share to his/her heir (heirs).

                                                                  Section 103

                                                                  Repealed


                                                                  Section 104

           (1) If the winding-up of a limited partnership is associated with its liquidation, all of its members are entitled to
proportionate parts of the liquidation balance. Each member is entitled to repayment of the amount of their paid-up investment
contribution. If the liquidation balance is insufficient for such payment, the limited partners will have a preferential right to
repayment of their investment contributions. After return of the amounts of investment contributions, the rest of the liquidation
balance will be distributed among the members in the same ratio as profit.

          (2) If the liquidation balance is insufficient for distribution under Subsection 1, it will be distributed among the members
in the same ratio as a profit.

        (3) The agreement of association may stipulate another method of distributing the liquidation balance among the
members.

          (4) A settlement share shall be calculated the same way as a share in the liquidation balance.

                                                                Subdivision 5

                                                                  Repealed


                                                                 Section 104a

                                                                  Repealed


                                                                 Section 104b

                                                                  Repealed


                                                                 Section 104c

                                                                  Repealed


                                                                 Section 104d

                                                                  Repealed


                                                                Subdivision 6

                                                                  Repealed


                                                                 Section 104e

                                                                  Repealed


                                                                 Division IV

                                                        Limited Liability Companies

                                                                Subdivision 1

                                                              Basic Provisions
                                                                   Section 105

           (1) A limited liability company is a company whose registered capital is made up of its shareholders’ investment
contributions and whose shareholders are liable for the company’s obligations until their paid-up investment contributions are
entered in the Commercial Register (Section 106 Subsection 2).

           (2) A limited liability company may be founded by one person. A single-shareholder limited liability company cannot
found or be a single shareholder of another limited liability company. One natural person may be a shareholder of not more than
three limited liability companies.

          (3) A limited liability company may have a maximum of 50 shareholders.

                                                                   Section 106

          (1) The company is liable for breaches of its obligations with its entire property.

          (2) Its shareholders are jointly and severally liable for their company’s obligations up to the aggregate of the unpaid
portions of their investment contributions according to the entry in the Commercial Register. On entry of full payment of all
investment contributions in the Commercial Register, the shareholders’ liability for the company’s obligations expires. Any
payment of a creditor made by the limited liability company shall not lapse or reduce the extent of a shareholder’s liability. Any
payment made by a shareholder on behalf of the limited liability company on the grounds of their liability shall be credited as
part of the investment contribution of the shareholder who made the payment to the creditor, and, if this is not possible, the
shareholder may claim reimbursement of such payment from the company. If the shareholder cannot obtain such
reimbursement from the company, they may claim it from a shareholder who has not paid up their contribution, or else from
each of the other shareholders to the extent of their participation in the registered capital of the company.

                                                                   Section 107

          The business name of a limited liability company must include the designation "společnost s ručením omezeným", or
its abbreviated form "spol. s r. o.", or "s. r. o."

                                                                   Section 108

          (1) The amount of the registered capital of a limited liability company must be at least CZK 200,000.00.

            (2) A company’s claim to payment of an unpaid part of a shareholder’s investment contribution and a shareholder’s
claim against their company may not be set off against each other, with the exception of a claim under Section 106, unless such
a set-off is approved by the general meeting when increasing the registered capital.

                                                                   Section 109

          (1) The amount of a shareholder’s investment contribution must be at least CZK 20,000.00.

           (2) Each shareholder may participate in the registered capital of a limited liability company with only one investment
contribution. The amounts of individual shareholders’ investment contributions may be determined differently, but each such
amount must be divisible by 1,000 without any remainder. The sum of all individual contributions must correspond to the total
amount of the company’s registered capital.

          (3) If a non-monetary contribution is to be used to pay up a shareholder’s investment contribution, the agreement of
association or a written statement on increasing a particular shareholder’s investment contribution or a written statement on the
acceptance of this contribution (Section 143 Subsection 6) must specify the object of such non-monetary contribution and the
amount to be included as payment of the shareholder’s investment contribution. The provisions of Section 163a Subsection 3
and 4 shall similarly apply.

                                                                   Section 110

          (1) An agreement of association must contain at least the following information:

a) the business name and registered office of the company,

b) identification of the company’s shareholders; in the case of a legal entity, its business name or designation and registered
office, in the case of a natural person, his/her name and residential address,

c) the subject of entrepreneurial activities (business objects),

d) the amount of registered capital and the amount of investment contribution to which each shareholder has committed
themselves, and the method and time-limit for paying up such investment contributions,

e) the names and residential address of the company’s first executive officers and the method by which they will act in the name
of the company,

f) the names and residential address of the members of the first supervisory board, if any,

g) identification of the contributions administrator,

h) other information, if required by this Act.
          (2) The agreement of association may also stipulate that the company will issue articles of association to regulate its
internal organisation and provide more detailed regulations relating to particular matters included in the agreement of
association.

                                                                 Section 111

          (1) Before filing an application for entry of a company in the Commercial Register, the full premium and at least 30 per
cent of each monetary contribution must be paid up. The total of paid-up monetary contributions and the value of the provided
non-monetary contributions must amount to at least CZK 100,000.

          (2) In the event that a company is founded by one person, such company may be entered in the Commercial Register
only subject to full payment of its registered capital.

                                                                 Section 112

          All executive officers must sign the application for entry of the company into the Commercial Register.

                                                                Subdivision 2

                                                     Shareholders’ Rights and Duties

                                                                 Section 113

          (1) A shareholder shall pay up their investment contribution under the terms and within the time-limit stipulated in the
agreement of association, but not later than five years after the company’s incorporation or a commitment by the shareholder to
increase their investment contribution or make a new contribution. No shareholder may be relieved of this duty, unless in the
case of reduction of the registered capital by waiver of debt. The executive officers shall, without undue delay, notify the register
court when the contribution of each shareholder has been paid up in full.

           (2) A shareholder who has not paid up the prescribed amount of his monetary contribution within the time limit
specified in Subsection 1 shall pay default interest of 20% of the unpaid amount, unless the agreement of association provides
otherwise.

        (3) If a shareholder defaults in paying up their monetary contribution, the company may, with a threat of expulsion,
demand that such shareholder fulfil their duty within an additional time-limit of at least three months.

         (4) A shareholder who fails to perform their duty within the additional time-limit may be expelled from the company by
the general meeting.

         (5) The business share (Section 114) of an expelled shareholder shall pass to the company, which may transfer it to
another shareholder or to a third party. The decision on such transfer is made by the general meeting.

          (6) Unless the business share is transferred under Subsection 5, the general meeting shall decide within six months of
the expulsion of a shareholder either to reduce its registered capital by the contribution of the expelled shareholder, or that the
remaining shareholders shall assume the expelled shareholder’s contribution in proportion commensurate to their business
shares at a consideration amounting to the value of the settlement share; otherwise the court may wind up the company even
without a petition to that effect and order its liquidation. On approval by the general meeting of a resolution to divide the expelled
shareholder’s business share among the remaining shareholders, the divided business share passes to the shareholders on the
conditions specified by the general meeting.

                                                                 Section 114

          (1) A business share represents the shareholder’s participation in the company and the rights and duties derived from
such participation. The size of the business share is determined by the ratio of a particular shareholder’s investment contribution
to the company’s registered capital, unless the agreement of association provides otherwise.

           (2) Each shareholder may have only one business share. If a shareholder makes an additional investment
contribution, their total investment contribution is correspondingly increased, with the result that their business share may also
be increased.

          (3) A single business share may be held by more than one person. Such persons can exercise the rights conferred on
them by the said business share only through a joint representative, and they shall bear joint and several liability for paying up
the investment contribution. The provisions of the Civil Code on co-ownership shall similarly apply to relations among (between)
persons holding one business share.

                                                                 Section 115

          (1) Unless the agreement of association provides otherwise, a shareholder may, with the approval of the general
meeting, transfer their business share to another shareholder by contract.

         (2) If the agreement of association so admits, a shareholder may transfer their business share to another party. The
agreement of association may make the transfer of a business share to another party subject to the general meeting’s approval.
Should a company have a single shareholder, a business share is always transferable to third parties.

          (3) A contract on the transfer of a business share must be in writing, and a transferee who is not a shareholder of the
company must declare therein that they accede to the agreement of association and, where appropriate, the articles of
association. Signatures must be officially verified. The transferor shall be liable for obligations passed on when their business
share is transferred.

         (4) The consequences of transferring a business share under Subsection 1 and 2 for a company shall take effect as of
the day when a copy of the effective contract on transfer is delivered to the company.

                                                                  Section 116

          (1) In the case of the winding-up of a legal entity which is a shareholder of the company, its business share shall pass
to its legal successor; however, the agreement of association may prohibit such transfer of a business share to a legal
successor.

           (2) A business share may be inherited, although a company’s agreement of association can prohibit this, unless it is a
single-shareholder company. The provisions of Section 156 Subsection 10 shall similarly apply. An heir may ask that his/her
participation in the company be terminated by a decision of court, if it cannot be justly required of them that they be a
shareholder of such company; such heir is entitled to file a petition with the court within three months of the day when a court
decision on such inheritance enters in full force and effect, otherwise his/her right to seek cancellation of their participation in the
company by a court shall lapse. An heir seeking cancellation of his/her participation in a company by a court is not obliged to
participate personally in the company’s activities, even when the agreement of association stipulates this duty. An heir’s
participation in a company cannot be terminated if he/she is the sole shareholder.

         (3) In the event of a business share not passing to an heir or a legal successor, the provisions of Section 113
Subsection 5 and 6 shall similarly apply.

                                                                  Section 117

         (1) A business share may only be divided in the case of its transfer or assignment to a shareholder’s heir or legal
successor. The approval of the general meeting is required for the division of a business share.

          (2) An agreement of association may prohibit the division of a business share.

           (3) If a new separate business share is to arise on the division of a business share, the amount of the investment
contribution may not be less than that stipulated in Section 109 Subsection 1.

                                                                  Section 117a

                                                         Pledging a Business Share

          (1) A business share may be encumbered by a lien. A contract of lien must be in writing. The signatures on such
contract must be officially verified.

           (2) If a business share can only be transferred with the general meeting’s approval, its approval shall also be required
for the pledging of a business share. Without this approval, no lien may arise. During the existence of a lien, a business share
cannot be re-pledged.

          (3) A lien on a business share shall arise on its entry in the Commercial Register. An application for entry of the lien
on a particular business share or its deletion may be filed by either the lien creditor (pledgee) or the pledger. Such petition must
be accompanied by the contract of lien or a document confirming the lien’s termination and a document on the general
meeting’s approval, if such is necessary, unless this Act provides otherwise.

          (4) If a receivable secured by lien on a business share is not duly and timely paid (i.e. discharged), the lien creditor
(pledgee) may sell the pledger’s business share, even without the general meeting’s approval, at the debtor’s cost, either in a
public tender or, if so permitted by special legal regulation, at a public auction. The lien creditor shall pass, without undue delay,
to the debtor the amount by which the proceeds from selling the business share exceed the creditor’s secured receivable after
deduction of the efficiently incurred expenses.

          (5) On transfer of a business share under Subsection 4, the lien shall be terminated.

           (6) During the existence of a lien, the shareholder concerned shall continue to exercise the rights associated with their
participation in the company. Any payments to which they are entitled on the basis of participation in the company shall, after
the maturity of a secured receivable, pertain to the lien creditor up to the amount of such secured receivable and its
appurtenances, and these payments shall be set off against the secured receivable.

           (7) If a lien creditor does not succeed in selling a pledged business share by a method under Subsection 4, they are
entitled to exercise the rights attached to such share. The lien creditor may exercise such rights as of the date of the
unsuccessful attempt to sell it. The lien creditor (pledgee) and the pledger may agree that the former will accept the said
business share as settlement of the latter’s debt in a contract in accordance with Section 115. The contract must expressly state
that the business share is being transferred to settle a debt, including the grounds for such and its amount. No approval of the
general meeting shall be required for such transfer. On transfer of the business share to the lien creditor (pledgee), the lien is
discharged. For the purposes of transferring a business share to settle a debt, such share must be valued by an expert
appointed by the court on the basis of a petition filed by the lien creditor (pledgee). The provisions of Section 59 Subsection 3
shall similarly apply to the appointment and remuneration of such expert. Without undue delay after the transfer, the lien creditor
shall pay to the pledger the amount by which the value of the business share as determined by the expert exceeds the amount
owed, including its appurtenances and the cost of the expert’s report.
        (8) Unless it is provided otherwise, the general provisions of the Civil Code and the Commercial Code on a lien
encumbering movables shall also apply to a lien on a business share.

                                                                Section 118

        Any change in the person of a shareholder is entered into the list of shareholders and into the Commercial Register.
The company shall enter changes in the persons of its shareholders as soon as such change is proved to it.

                                                                Section 119

          If all the business shares fall into the possession of a single shareholder, this shareholder must either pay up the full
monetary contributions no later than three months after the day when the business shares are thus concentrated, or part of the
concentrated business share must be transferred to another person. If the shareholder fails to meet this requirement, the court
shall wind up the company, even without a petition to that effect, and order the company’s liquidation.

                                                                Section 120

          (1) A company may not acquire its own business shares by means of a contract on transfer of a business share. A
contract concluded contrary to this provision shall be null and void. If a company acquires its own business shares, it shall
proceed under Section 113 Subsection 5 and 6.

          (2) If a company acquires its own business share legally, the rights and duties attached to such share shall not lapse
by their merger, but the company shall not be entitled to exercise the rights of a shareholder. The provisions of Section 161d
Subsection 2 and 3 shall similarly apply.

                                                                Section 120a

           (1) Unless the agreement of association provides for other terms, a company may provide an advance, loan, credit or
other monetary payment and/or provide a security for the purposes of acquisition of business shares therein (hereinafter
referred to as “financial assistance”) subject to the following:

a) the financial assistance is provided under conditions usual in business contacts,

b) the provision of the financial assistance does not bring the company immediately into bankruptcy; Section 123 Subsection 2
shall similarly apply,

c) the company does not have any unpaid losses reported,

d) the executive officer produces a written report in which
1. he/she provides material reasons for providing the financial assistance, including the advantages and risks ensuing from the
same for the company,
2. he/she states the conditions on which the financial assistance will be provided, and
3. he/she gives reasons why providing the financial assistance is in the company’s interest.

          (2) The executive officer shall file the report under Subsection 1 Paragraph d) into the Collection of Documents
without undue delay after he/she has produced it, however, always before holding the general meeting which approves of the
provision of the financial assistance; the report shall be freely available to the shareholders at such general meeting.

          (3) When providing financial assistance, Subsection 1 and 2 shall not apply to financial institutions under another legal
regulation regulating the operations of banks 4a) , subject to its being provided on conditions stipulated in Section 161f
Subsection 5.

                                                                Section 120b

          (1) A controlled person may not acquire by contract a business share of its controlling person. The acquisition of
business shares in a company by a person controlled by such company and the provision of financial assistance for the purpose
of acquiring business shares in a company by a person controlled by such company are similarly subject to the provisions of
Section 120a, 161b Subsection 1 Paragraph b), 161b Subsection 3 and 4 and 161g Subsection 2 through 5.

         (2) A company may take as a pledge its own business shares only on the conditions provided in Section 120a, 161a
Subsection 1 and 4, 161b and 161d.

                                                                Section 121

           (1) An agreement of association may stipulate that the general meeting is entitled to impose a duty on shareholders to
pay monetary contributions for the creation of equity in addition to the investment contributions they made to the registered
capital (hereinafter referred to as "additional contributions") by a monetary payment over the amount of their investment
contributions in an amount of up to one-half of the registered capital according to the amount of their investment contributions. If
the sum of additional contributions reaches half the amount of the registered capital, payment of further additional contributions
may not be imposed. To any breach of this duty, the provisions of Section 113 Subsection 2 through 6 shall similarly apply.

          (2) A shareholder may pay an additional contribution with the general meeting’s consent, even though the agreement
of association does not provide so.

         (3) Discharge of the duty under Subsection 1 and payments made under Subsection 2 shall have no influence on the
amount of a shareholder’s investment contribution and the amount of the registered capital.
        (4) Additional contributions can be refunded to shareholders only to the extent to which their amount exceeds the
company’s losses.

                                                                    Section 122

           (1) Shareholders exercise their rights to manage and supervise the company’s activities through the general meeting
in the extent and manner laid down in the agreement of association or articles of association.

          (2) Shareholders may specifically demand information on the affairs of the company from its executive officers, and
they may examine the company’s documents and check the information therein, or entitle an auditor or a tax adviser to do so on
their behalf.

                                                                    Section 123

          (1) Shareholders participate in profit as determined in a resolution of the general meeting on its distribution among
(between) the shareholders in proportion to the size of their business shares, unless the agreement of association provides
otherwise.

         (2) Profit cannot be paid out of registered capital, a reserve or other capital fund, or resources which, under this Act,
the agreement of association or articles of association, are to be used for topping up these funds. The provisions of Section 178
Subsection 1 third sentence, Subsection 2, 3, 5 through 7 shall similarly apply.

           (3) During a company’s existence, its shareholders may not request repayment of their investment contributions.
Payments made to shareholders in the case of a reduction of the registered capital are not considered as a refund of their
contributions.

         (4) Shareholders shall refund to the company any part of a profit paid to them contrary to the above provisions.
Executive officers who approved such payments shall bear joint and several liability for their refund.

                                                                    Section 124

            (1) A company shall create a reserve fund (Section 67) at the time and in the amount specified in its agreement of
association. Unless the reserve fund was already created at the time of the company’s incorporation, the company is obliged to
create it from net profit in the first year of its profitability, as indicated in its ordinary financial statements. The reserve fund shall
be created in an amount equal to at least 10% of the net profit, but without exceeding 5% of the amount of registered capital. An
amount determined in the agreement of association or articles of association of at least 5% of net profit shall be annually
transferred to the reserve fund until it reaches the level stipulated in the agreement of association or articles of association, such
level being equal to at least 10% of the registered capital.

          (2) The executive officers shall decide on use of the reserve fund in accordance with Section 67, except in the
instances in which under the law such decision is entrusted to the general meeting.

           (3) A reserve fund can only be used to settle a company’s loss if such loss does not exceed 10% of its registered
capital.

                                                                  Subdivision 3

                                                              Organs of a Company

                                                                 General Meeting

                                                                    Section 125

           (1) The general meeting is the supreme organ of a company. Its competences are as follows:

a) approval of actions taken in the name of the company before its foundation according to Section 64,

b) approval of the annual, extraordinary and consolidated financial statements, and in cases stipulated by law also interim
financial statements, decisions on the division of profits or other company resources and on payment of losses,

c) approval of the articles of association and their amendment,

d) decisions on changes in the contents of the agreement of association, provided these do not arise from other legal
facts(Section 141),

e) decisions about increasing or reducing the registered capital or about permitting non-monetary contribution or about the
possibility of offsetting financial receivables towards the company against receivables for payment of a contribution,

f) the appointment, removal and remuneration of executive officers,

g) the appointment, removal and remuneration of members of the supervisory board,

h) the expulsion of a shareholder according to Section 113 and 121,

i) the appointment, removal and remuneration of the liquidator and decisions about winding up the company with liquidation, if
allowed by the agreement of association,

j) the approval of the contracts listed in Section 67a,

k) decisions about mergers, the transfer of assets to a shareholder, division and change of legal form,

l) the approval of controlling agreements (Section 190b), agreements on the transfer of profit (Section 190a) and agreements on
silent partnership and their amendment,

m) the approval of agreements on performance of a function (Section 66 Subsection 2),

n) the approval of the provision of financial assistance according to Section 120a,

o) other issues entrusted to the competence of the general meeting by the law or by the agreement of association.

          (2) Unless the agreement of association stipulates otherwise, the general meeting appoints and removes the proxy.

        (3) The general meeting may reserve decision-making rights in matters which would otherwise belong to the
competences of other organs of the company.

                                                                Section 126

          The shareholder participates in the general meeting in person or through an entitled representative based on written
power of attorney.

                                                                Section 127

        (1) The general meeting has a quorum if shareholders are present who hold at least one half of all votes, unless the
agreement of association requires a higher number of votes.

           (2) Each shareholder has one vote for every CZK 1,000 of their contribution, unless the agreement of association
stipulates a different number of votes.

           (3) The general meeting decides by a simple majority of votes of the present shareholders, unless a higher number of
votes is required by law or the agreement of association.

          (4) Decisions according to Section 125 Subsection 1 Paragraphs c), d), e) and j) and decisions on winding up the
company with liquidation always require the approval of at least two thirds of all votes of shareholders, unless a higher number
of votes is required by law or the agreement of association; a notarial deed of these decisions must be drawn up. If the
registered capital is reduced by means of reducing shareholders’ contributions unevenly, the consent of all shareholders is
required.

          (5) A shareholder cannot exercise voting rights if

a) the general meeting is deciding on their non-monetary contribution,

b) the general meeting is deciding on their expulsion or submission of a proposal for their expulsion,

c) the general meeting decides on whether such shareholder or a party with which they are acting in concert should be excused
from fulfilling an obligation, or whether they should be removed from their function as a statutory body or member of a statutory
body of the company for having breached obligations during performance of the function,

d) they default in payment of the contribution,

e) stipulated by law in other cases.

          (6) The provisions of Section 186c Subsection 1 and Section 186d shall apply similarly.

           (7) Shareholders not present at the general meeting may express their consent to the decisions proposed by the
general meeting even outside of the general meeting. The shareholder’s consent must be delivered to the company within one
month from the day when the general meeting was held or should have been held. If the law requires that a notarial deed is
drawn up of the general meeting’s decision, the shareholder’s consent must be in the form of a notarial deed, which will also
state the contents of the general meeting’s decision to which the consent refers.

          (8) If a resolution of the general meeting is adopted by means of the procedure according to Subsection 7, the
executive officers shall report its adoption in writing to all shareholders within 14 days.

          (9) The prohibition on exercising voting rights according to Subsection 5 does not apply if all company shareholders
are acting in concert (Section 66b).

                                                                Section 128

         (1) Unless the law, agreement of association or articles of association stipulate a shorter deadline, the general
meeting is convened by the executive officers at least once a year. The general meeting that approves the annual financial
statements must be held at the latest within six months from the last day of the accounting period.
          (2) The provisions of Section 193 shall similarly apply.

                                                                  Section 129

          (1) The date and agenda of the general meeting shall be announced to shareholders within the deadline stipulated by
the agreement of association, or at least 15 days before the date of the meeting, by means of a written invitation, unless the
agreement of association stipulates otherwise. Matters not indicated in the invitation may be discussed only if all the
shareholders are present at the general meeting. By means of a declaration, a shareholder may waive their right to the timely
convening of a general meeting or its convening in the manner stipulated by law or the agreement of association. Such
declaration must be attached to the minutes of the general meeting or to the notarial deed on the decision of the general
meeting; otherwise, it must be in the form of a notarial deed.

         (2) Shareholders whose contributions amount to at least 10% of the registered capital may request the convening of a
general meeting. If the executive officers do not convene a general meeting within one month from the delivery of such request,
the shareholders are entitled to convene the general meeting themselves. If the company does not have any executive officers,
any shareholder is entitled to convene the general meeting.

          (3) The general meeting shall elect a chairperson and minutes clerk. Until the election of a chairperson, the general
meeting is chaired by the executive officer or the authorised shareholder. The counting of votes is conducted by the
chairperson.

          (4) The executive officer is obliged to ensure the drawing up of minutes from the general meeting and send them to all
the shareholders without undue delay at the company’s expense. The minutes are signed by the chairperson of the general
meeting and the minutes clerk. The provisions of Section 188 Subsection 2 and 3 are valid for the contents of the minutes as
applicable..

                                                                  Section 130

           (1) The shareholders may also adopt decisions outside the general meeting. In this case, the person who is otherwise
entitled to convene the general meeting shall submit the proposed resolution of the company to the shareholders for comment,
indicating the time-limit within which they may make written statements. If the shareholder fails to respond within the time-limit, it
applies that they do not consent. The person who submitted the proposed resolution then announces the result of voting to
individual shareholders. The majority is counted from the total number of votes belonging to all shareholders.

          (2) If the law requires the drawing up of a notarial deed on the decision of the general meeting, the decision may be
adopted outside a general meeting only if the statement of the shareholder’s will in which it gives their consent to the proposed
resolution is in the form of a notarial deed, which shall include the contents of the respective resolution.

                                                                  Section 131

           (1) Each shareholder, executive officer, liquidator, insolvency trustee1d) or member of the supervisory board may
demand that the court pronounces the resolution of the general meeting to be invalid, if it is contrary to legal regulations, the
agreement of association, deed of association or articles of association. If this right is not exercised within three months from the
date of the general meeting, or if the general meeting was not duly convened then from the date when such person could have
learned of the convening of the general meeting, but at the latest within one year from the date of the general meeting, it shall
expire. If the resolution was adopted by means of the procedure according to Section 127 Subsection 7, this right may be
exercised within three months from the date when the company announced the adoption of the resolution to the shareholder,
but at the latest within one year from the adoption of the resolution.

          (2) If the reason for the petition according to Subsection 1 is that the general meeting did not adopt the asserted
resolution because it did not vote on it, or that the content of the asserted resolution does not correspond to the resolution
adopted by the general meeting, it is possible to submit a petition within three months from the day when the petitioner learned
of the asserted resolution, but at the latest within one year from the date or asserted date of the general meeting.

          (3) The court shall not pronounce invalidity according to Subsection 1 or 2 if

a) legal regulations, the agreement of association, deed of association or articles of association were breached, where the
consequence of which is merely an immaterial breach of the rights of parties entitled to seek a decision under Subsection 1 or
other parties, or if the breach had no serious legal consequences,

b) the procedure according to Subsection 1 would result in a material breach of the rights acquired in good faith by third parties,

c) an entry of a merger, transfer of assets, division or change of legal form has been irreversibly entered into the Commercial
Register, or

d) the pronouncement of invalidity of the general meeting’s resolution because it was convened in a manner contrary to the law,
agreement of association or articles of association is sought by the person who convened such general meeting or participated
in its convening, or if all shareholders were present at a general meeting convened contrary to the law, or if those shareholders
who were not present at the general meeting subsequently expressed their consent to the resolution.

          (4) Persons who sustained damage in consequence of the fact that the decision of the general meeting was issued
contrary to legal regulations, the agreement of association, deed of association or articles of association are entitled to
compensation from the company; they are also entitled to appropriate satisfaction for breach of the shareholder’s basic rights,
which may also be rendered in money. The persons listed in the previous sentence are entitled to this right even in the event
that the court does not pronounce the general meeting’s resolution to be invalid for the reasons listed in Subsection 3. The right
to appropriate satisfaction must be applied within the time-limit stipulated for submitting a petition on the invalidity of the general
meeting’s resolution or within a time-limit of 3 months from the date when the court’s decision according to Subsection 3 came
into full force and effect; otherwise it expires.

         (5) Executive officers who did not proceed according to the provisions of Section 127 Subsection 8, Section 129 and
Section 135 Subsection 2, in connection to adopting a resolution of the general meeting, are jointly and severally liable for the
company’s obligations according to Subsection 4.

           (6) The company’s executive officers act on behalf of the company in proceedings; however, if executive officers are
actual participants in the proceedings, their company shall be represented by a designated member (members) of the
supervisory board. If the petition has been filed by both executive officers and members of the supervisory board, or if a
supervisory board has not been established, the company’s representative shall be appointed by the general meeting. Should
this not occur within three months from delivery of the company’s petition, the court shall appoint a trustee for the company.

          (7) The verdict of the final decision of the court according to Subsection 1, 2 and 3 is binding for everybody.

           (8) If a petition on the invalidity of the general meeting’s resolution according to Subsection 1 and 2 was not filed, or if
it was unsuccessful, its validity may be reviewed only in registry proceedings, in which the court decides on permitting the entry
of a fact established by the general meeting’s resolution into the Commercial Register. This shall not apply if as a result of the
general meeting adopting a resolution on the amendment of the agreement of association or articles of association, the contents
of the articles of association or agreement of association have become contrary to the enforcing provisions of the law, and in the
cases according to Subsection 9.

          (9) The court may commence proceedings according to special legal regulation to achieve compliance between the
actual status and the record of facts established by resolution of the general meeting in the Commercial Register only if there is
public interest in the commencement of such proceedings, or if they shall not have a material effect on third party rights
acquired in good faith, but at latest within three years from entry of the fact arising from the resolution into the Commercial
Register. Such proceedings cannot commence if the court has already expressed the invalidity of the general meeting’s
resolution in response to a petition according to Subsection 1 or 2.

           (10) If the proceedings on a petition filed according to Subsection 1 and 2 are to be suspended because the petitioner
has retracted the petition, or because of some other impediment that may be removed by the entry into proceedings and the
actions of another petitioner, and if the special interest of shareholders who did not file any petition is worthy of legal protection,
the court shall not suspend the proceedings. In such a case, the court shall issue and post its resolution on the official bulletin of
the court, in which it shall state

a) which matters are concerned in the proceedings on the invalidity of the general meeting’s resolution,

b) the reason for which the proceedings should be suspended and how such impediment may be removed, and

c) that the proceedings shall be suspended if an additional petitioner does not accede to the filed petition within three months
from posting the resolution and does not remove the impediment justifying suspension of proceedings within this time-limit.

         (11) The court shall deliver its resolution to the persons listed in Subsection 1 and indicate when the time-limit
according to Subsection 10 Paragraph c)expires. If it expires without effect, the court shall suspend proceedings.

         (12) Any further proceedings on the invalidity of a resolution of the general meeting shall be linked to the original
proceedings on pronouncing the invalidity of the same resolution of the general meeting.

                                                                 Section 131a

                                                         Shareholder’s Civil Action

          (1) Each shareholder is entitled to file a civil action on behalf of the company for compensation of damages against an
executive officer who is liable to the company for the damage caused to them, and civil action against another shareholder for
payment of such shareholder’s outstanding contribution. No person other than the shareholder who filed the civil action or
person authorised by them may take any steps in the proceedings on behalf of the company or in its name.

           (2) The provision of Subsection 1 shall not be applied if payment of the contribution is sought by the executive officer
or if the general meeting has decided to expel the defaulting shareholder.

                                                                  Section 132

           (1) If the company has a single shareholder, a general meeting shall not be held and the competences of the general
meeting shall be exercised by this shareholder. A decision of the shareholder acting in the capacity of the general meeting must
be in writing and must be signed by the shareholder. The decision of the shareholder must be in the form of a notarial deed in
those cases when the general meeting’s decision is drawn up in the form of a notarial deed. The provision under Section 127
Subsection 5 shall not be applied.

           (2) A single shareholder is entitled to require that the executive officer and supervisory board, if established,
participate in the decisions according to Subsection 1. The written decision of the sole shareholder must be delivered to the
executive officers and supervisory board, if established.

          (3) Agreements concluded between the company and the sole shareholder in the company, if the shareholder is also
acting on behalf of the company, must be in the form of a notarial deed or in writing, and the document must be signed before a
body authorised to perform legalisation.
                                                             Executive Officers

                                                                 Section 133

          (1) The company’s statutory body consists of one or more executive officers. If there are several executive officers,
each of them is entitled to act on behalf of the company independently, unless the agreement of association or articles of
association stipulate otherwise.

         (2) Executive powers may be limited only by the agreement of association, articles of association or general meeting.
However, such limitation is ineffective with respect to third parties.

           (3) Executive officers are appointed by the general meeting from among the shareholders or other natural persons.

                                                                 Section 134

          Executive officers are responsible for the business management of the company. If the company has several
executive officers, decisions on the company’s business management require the approval of a majority of executive officers,
unless the agreement of association stipulate otherwise.

                                                                 Section 135

         (1) Executive officers are obliged to ensure due administration of the prescribed records and accounting, to keep a list
of shareholders and inform shareholders about company affairs.

           (2) The provision under Section 194 Subsection 2, first to fifth sentences, Subsection 4 through 7 and Section 196a
shall similarly apply.

                                                                 Section 136

                                                            Ban on Competition

           (1) Unless other limitations arise from the agreement of association or articles of association, the executive officer
must not

a) operate entrepreneurial activities in the same or similar field of business as the company or enter into business relations with
the company,

b) mediate or procure the company’s business for other parties,

c) participate in the entrepreneurial activities of a different company as a shareholder/member with unlimited liability or as a
controlling person of a different person with the same or similar subject of entrepreneurial activity, or

d) perform activities as a statutory body or member of a statutory body or other organ of another legal entity with the same or
similar subject of entrepreneurial activity, unless it is a group.

           (2) Any breach of Subsection 1 has the consequences stipulated in Section 65.

         (3) The agreement of association may stipulate the scope in which the ban on competition also applies to
shareholders.

                                                            Supervisory Board

                                                                 Section 137

           (1) The supervisory board is established if stipulated by the agreement of association or under a special Act.

           (2) If, in the manner and under the conditions stipulated by the Act on Transformations of Commercial Companies and
Cooperatives, the employees of the successor company, following the entry of a cross-border merger into the Commercial
Register, gain the right to elect and remove one or more members of the supervisory board of a limited liability company which
following the entry of the cross-border merger into the Commercial Register has its registered office in the Czech Republic, the
company is obliged to establish a supervisory board. The number of members of the supervisory board elected by employees
must not be higher than the number of supervisory board members elected by the general meeting. The provisions of Section
200 Subsection 5 through 7 shall similarly apply.

            (3) If a company, which has its registered office in the Czech Republic following the entry of a cross-border merger
into the Commercial Register and whose employees have the right to elect and remove one or more members of the company’s
supervisory board, participates in a domestic merger within the deadline stipulated by the Act on Transformations of Commercial
Companies and Cooperatives, then after the entry of the domestic merger into the Commercial Register employees of the
company or its legal successor shall have the same rights under the same conditions; this does not apply if the Act on
Transformations of Commercial Companies and Cooperatives stipulates otherwise. The provision of the first sentence shall
apply also to cases of second and subsequent domestic mergers in which a company or its legal successor with its registered
office in the Czech Republic following the entry of a cross-border merger into the Commercial Register, and whose employees
have the right to elect and remove one or more members of the supervisory board, participates within the deadline stipulated by
the Act on Transformations of Commercial Companies and Cooperatives.

           (4) If the employee’s right to membership of the supervisory board of a limited liability company for one or more
persons elected by them expires under the conditions and in the manner stipulated by the Act on Transformations of
Commercial Companies and Cooperatives, then membership of persons elected by employees to the supervisory board expires
and the company may dissolve the supervisory board.

                                                                Section 138

          (1) The supervisory board:

a) supervises the activities of the executive officers,

b) inspects the business and accounting ledgers and other documents and checks the data contained therein,

c) reviews the annual, extraordinary and consolidated financial statements, and the interim financial statement if applicable, as
well as the proposal for division of profit or payment of losses, and submits its statement to the general meeting,

d) submits reports to the general meeting within the deadline stipulated by the agreement of association, otherwise once a year.

          (2) The provisions under Section 194 Subsection 2, 4 through 7 shall similarly apply to members of the supervisory
board.

                                                                Section 139

          (1) Members of the supervisory board are elected by the general meeting.

          (2) A company executive officer cannot be a member of the supervisory board.

          (3) The supervisory board must have at least three members.

          (4) The ban on competition (Section 136)applies to members of the supervisory board..

                                                                Section 140

        (1) Members of the supervisory board are entitled to attend the general meeting. They must be given the floor
whenever they ask for it.

         (2) The supervisory board shall convene a general meeting if required in the company’s interest. With regards to the
manner of convening the general meeting, the provisions under Section 129 Subsection 1 shall apply as appropriate.

                                                               Subdivision 4

                                               Amendment of the Agreement of Association

                                                                Section 141

          (1) The consent of all the shareholders or a decision of the general meeting is required to amend the contents of the
agreement of association, unless the law stipulates otherwise. A decision of the general meeting under Section 125 Subsection
1 Paragraphs f), g) and i), on a liquidator’s appointment, removal or remuneration, and under Section 113, 115, 117 and 121,
shall not be regarded as a decision on the amendment of the agreement of association; however, a notarial deed must be
drawn up for the decisions according to Section 113, 115, 117 and 121. The provisions of Section 173 Subsection 3 shall apply
as appropriate.

           (2) If the content of the agreement of association is amended by decision of the general meeting and this interferes
only in the rights of some shareholders, the consent of these shareholders is also required. If the amendment of the contents of
the agreement of association interferes in the rights of all the shareholders, the consent of all the shareholders is required.

          (3) The notarial deed on the general meeting’s decision amending the content of the agreement of association shall
contain the approved text of the amended contents of the agreement of association. The notarial deed must name all
shareholders who voted for the amendment of the agreement of association.

           (4) If the agreement of association was amended based on any other legal fact, the executive officer is obliged to
draw up the full wording of the agreement of association without undue delay after learning thereof, and deposit it together with
the documents proving the amendment of the agreement of association into the Collection of Documents at the respective
register court.

                                               Increase and Reduction of Registered Capital

                                                                Section 142

           Increasing registered capital by means of monetary contributions is permissible only when existing monetary
contributions have been paid in full. An increase of registered capital by means of non-monetary contributions is permissible
before such payment.

                                                                Section 143

        (1) Shareholders have a priority right to participate in an increase of registered capital, if such capital is increased by
means of monetary contributions, by accepting an obligation to increase their contributions. The obligation to increase their
contribution may be undertaken by shareholders in proportion to the value of their business shares, unless the agreement of
association sets out otherwise. The shareholders’ priority right to participate in increasing registered capital may be excluded by
the agreement of association.

           (2) If the shareholders do not exercise the priority right within the deadline stipulated by the agreement of association
or articles of association, otherwise within one month from the day when they learned of the general meeting’s resolution to
increase the registered capital, or if they waive the priority right, the obligation to make a new contribution may be undertaken by
anybody with the consent of the general meeting. A declaration on waiving the right must be in writing with an officially verified
signature, or must be made at the general meeting. A declaration on waiving the right at a general meeting shall be entered in
the notarial deed on the decision of the general meeting. A waiver of the right has legal effects also with respect to the
shareholder’s legal successor. With the consent of the general meeting, any shareholder may also undertake the obligation to
increase the contribution up to the value of the proposed increase of the registered capital.

          (3) The resolution of the general meeting must determine

a) the amount by which the registered capital is increased,

b) the deadline by which the obligations to increase the contribution or accept a new contribution must be accepted, or

c) the subject of a non-monetary contribution and the amount accounted as the shareholder’s contribution based on an expert’s
report.

          (4) The invitation to the general meeting that is to decide on any increase of the registered capital must contain a
proposal on the information listed in Subsection 3.

           (5) If the obligations to increase the contribution or accept a new contribution are not accepted within the deadline
designated by a decision of the general meeting or if the court rejects an application for entry of the increase of registered
capital into the Commercial Register, the increase of the registered capital shall be ineffective. The provision of Section 167
Subsection 2 shall apply as appropriate.

          (6) The obligation to increase the contribution or accept a new contribution is accepted by means of a written
declaration, which must contain the required information listed in Subsection 3 Paragraphs a) and c), the deadline for payment
of the monetary or non-monetary contribution, as the case may be, and in which an interested person which is not a shareholder
must declare that they accede to the agreement of association; the signature of the interested person must be officially verified.
The declaration comes into effect upon delivery to the company. The provision of Section 204 Subsection 3 shall similarly apply.

                                                                Section 144

          The general meeting may decide to increase the registered capital from its own resources reported under the
company’s equity in the annual, extraordinary or interim financial statements, provided these are not assigned to a given
purpose under the Act. The contribution of each shareholder shall thus be increased in proportion to their contributions to date.
The provisions of Section 208 Subsection 1 through 5 and Subsection 6 Paragraphs a) and b) shall similarly apply. The
resolution of the general meeting must also contain the new value of the contribution of each shareholder. The invitation to the
general meeting that is to decide on the increase of registered capital must contain the proposed resolution on the increase of
registered capital.

                                                                Section 145

           The executive officers are obliged to submit an application for entry of the increase of registered capital in the
Commercial Register without undue delay. Before submitting this application, at least 30% of each monetary contribution must
be paid, or an offsetting agreement concluded. The increase of registered capital is effective as of the date of entry of its new
value in the Commercial Register. If the company has a single shareholder, the provision of Section 111 Subsection 2 shall
similarly apply.

                                                                Section 146

          (1) Decisions of the general meeting on reducing the registered capital must contain:

a) the amount by which the registered capital is reduced;

b) information about how the value of shareholders’ contribution is changed;

c) information about whether the amount corresponding to the reduction in registered capital shall be paid to the shareholders in
full or in part, or whether the obligation to pay a contribution shall be excused, or by what other means this amount shall be
disposed of.

          (2) Only the contribution pertaining to the business share in the company’s assets may cease to exist due to a
reduction of the registered capital. Contributions may be reduced unevenly only when all shareholders consent to this, or when
the registered capital is reduced by the value of an unpaid contribution. However, the value of the company’s registered capital
and the value of each shareholder’s contribution must not decline to less than the amount stipulated in Section 108 Subsection
1 and Section 109 Subsection 1.

          (3) The invitation to the general meeting that is to decide on reducing registered capital must contain a proposal of the
information according to Subsection 1.

                                                                Section 147
          (1) The executive officers are obliged to publish the decision on the reduction of registered capital and amount thereof
within 15 days of its adoption on two consecutive occasions with a time interval of 30 days in between. In the notice, the
company’s creditors shall be called on to submit their claim for receivables within a deadline of 90 days from the last notice,
unless the registered capital is reduced for the purpose of repaying losses or creating a reserve fund.

          (2) The company is obliged to provide creditors who have submitted their claim for receivables in time according to
Subsection 1 with an appropriate security on their receivables or to satisfy these receivables; this does not apply if the
recoverability of receivables from the company shall not worsen as a result of reducing the registered capital. If the creditor
believes that the recoverability of their receivables has worsened, the court shall decide on an additional security with respect to
the type and value of the receivable.

          (3) The court shall enter the reduction of registered capital into the Commercial Register only if it is proven that the
reduction of registered capital was announced in the manner stipulated in Subsection 1, and creditors were provided with the
security according to Subsection 2 if their receivables were not satisfied, unless such security is not required. The reduction of
registered capital is effective from the date of the entry of its new value in the Commercial Register.

          (4) Shareholders cannot be provided with any payment due to the reduction of registered capital or be relieved of the
obligation to pay up the investment contribution or part thereof before the entry of the reduction of the registered capital into the
Commercial Register.

                                       Expiry of the Shareholder’s Participation in the Company

                                                                 Section 148

                                      Cancellation of the Shareholder’s Participation by the Court

        (1) The shareholder cannot withdraw from the company; however, provided they are not a single shareholder, they
may propose that the court cancel their participation in the company if it cannot justly be required of them to remain in the
company. The provisions of Section 113 Subsection 5 and 6 shall similarly apply.

          (2) A declaration of bankruptcy on the shareholder’s assets, or dismissal of an insolvency petition due to a lack of
property, or an order in legal force and effect to execute a decision by encumbering the shareholder’s business share in the
company or the issuance of a distraint order to encumber the shareholder’s business share in the company following the legal
force and effect of a resolution ordering distraint all have the same effects as the cancellation of a shareholder’s participation in
the company by the court.

           (3) For a company with a single shareholder, a declaration of bankruptcy on its property does not have the effects
listed in Subsection 2. With a declaration of bankruptcy, the single shareholder’s business share becomes a part of the bankrupt
estate and the shareholder’s rights may be exercised only by the insolvency trustee 1d), where received payment belongs to the
bankruptcy estate.

          (4) If a declaration of bankruptcy against a shareholder, whose participation in the company has expired according to
Subsection 2, is cancelled for reasons other than fulfilment of the distribution schedule or because of the debtor’s lack of
property 1a), and the company has not yet disposed of the released business share according to Section 113 Subsection 5 and
6, the shareholder’s participation in the company is renewed; if the company has already paid the settlement share, the
shareholder’s participation shall be renewed only if they compensate the company for the settlement share within 2 months.
This shall similarly apply also in cases where the execution of a decision by encumbering the shareholder’s business share in
the company has been effectively suspended, or distrainment has been effectively suspended according to a special legal
regulation.

                                                                 Section 149

                                                        Expulsion of a Shareholder

           The company may file a petition with the court seeking expulsion of a shareholder who grossly breaches their
obligations despite having been called on to fulfil them and having been warned in writing about the possibility of expulsion.
Shareholders whose contributions amount to at least one half of the registered capital must consent to the filing of this petition.
This shall not affect the provision of Section 113 Subsection 4. The provisions of Section 113 Subsection 5 and 6 shall similarly
apply.

                                                                Section 149a

                                               Agreement on Termination of Participation

           A shareholder’s participation in the company may also be terminated by agreement of all the shareholders. The
agreement must be in writing and the signatures must be officially verified. The provisions of Section 113 Subsection 5 and 6
shall similarly apply.

                                                                 Section 150

                                                                 Settlement


          (1) If a business share has been transferred to the company, the shareholder whose participation in the company has
expired or its legal successor shall be entitled to a settlement share (Section 61 Subsection 2). This share shall be determined
by the ratio of the business shares, unless the agreement of association sets out otherwise.

          (2) The person entitled to the settlement share is liable for payment of the as yet unpaid contribution by the acquirer of
the business share.

           (3) The company is obliged to pay the settlement share without undue delay after it has fulfilled its obligation
according to Section 113 Subsection 5 or 6, providing the contribution was paid up by the shareholder. If the shareholder’s
contribution has not been paid up at the time of fulfilment of the obligation according to Section 113 Subsection 5 or 6, the
company is obliged to pay the settlement share without undue delay after payment of such contribution. The agreement of
association may extend the deadline for payment of the settlement share.

                                                               Subdivision 5

                                              Winding up and Liquidation of the Company

                                                                  Section 151

          Apart from the cases listed in Section 68, the company shall be wound up:

a) by decision of the court according to the provisions of Section 152,

b) for other reasons indicated in the agreement of association.

                                                                  Section 152

         (1) If the agreement of association does not entrust the decision on winding up the company to the competences of
the general meeting, the company is wound up by agreement of all the shareholders, which must take the form of a notarial
deed.

          (2) The shareholders may file a petition with the court seeking to wind up the company for reasons and under
conditions set out in the agreement of association.

                                                                  Section 153

          When winding up a company with liquidation, each shareholder is entitled to a share in the liquidation balance. This
share is determined by the ratio of business shares, unless the agreement of association sets out otherwise.

                                                               Subdivision 6

                                                                   Repealed


                                                                  Section 153a

                                                                   Repealed


                                                                  Section 153b

                                                                   Repealed


                                                                  Section 153c

                                                                   Repealed


                                                                  Section 153d

                                                                   Repealed


                                                                  Section 153e

                                                                   Repealed


                                                                  Division V

                                                           Joint Stock Company

                                                               Subdivision 1

                                                             Basic Provisions
                                                                 Section 154

          (1) A joint stock company is a company whose registered capital is distributed into a certain number of shares with a
certain nominal value. The company is liable for the breaches of its obligations with all of its assets. A shareholder is not liable
for the company’s liabilities.

          (2) The company’s business name must contain the designation “akciová společnost” or the abbreviation “"akc. spol."
or the abbreviation “a. s.”

                                                                 Section 155

          (1) A share is a security which is attached to the right of the shareholder as a member to participate in the company’s
management, profit and the liquidation balance upon termination of the company under this Act and the company’s articles of
association. A person that participates in the company’s registered capital is entitled to exercise the rights of a shareholder as a
shareholder starting from the date of entry of the registered capital in which they participate into the Commercial Register, even
if the company has not yet issued any shares or interim certificates.

         (2) Under a special Act, shares may be issued in certificated form (hereinafter referred to as “certificated shares”) or in
book-entered form (hereinafter referred to as “book-entered shares”).

          (3) The share must contain

a) the business name and registered office of the company,

b) the nominal value,

c) identification of the form of the share; for registered shares the business name, designation or name of the shareholder,

d) the value of registered capital and number of shares as of the issue date of the share,

e) issue date.

            (4) A certificated share must also contain numerical identification and the signature of the member or members of the
board of directors authorised to act on behalf of the company as of the issue date. A book-entered share must contain numerical
identification in the cases stipulated by law.

          (5) The shares of one company may have various nominal values, unless a special Act stipulates otherwise.

           (6) If several types of shares are issued, the shares must contain identification of the type, and certificated shares
must also contain an indication of the rights attached to them, at least by reference to the articles of association. Shares which
are not attached to any rights (common shares) need not contain any type identification.

          (7) Unless this Act stipulates otherwise, the same rights must be attached to shares of the same type. A joint stock
company must treat all shareholders equally under the same conditions. Types of shares other than those regulated by law
must not be issued.

                                                                 Section 156

                                                               Form of Shares

          (1) Shares may be registered or bearer shares.

           (2) If the company has issued registered shares, it shall keep a list of shareholders in which is entered the type and
form of the share, its nominal value, the business name or designation and registered office of the legal entity or name and
residence of the natural person that is the shareholder, the numerical identification of the share, if applicable, and any changes
in this information. Upon written request and for compensation of expenses, the company is obliged to issue to each of its
shareholders a duplicate of the list of all shareholders who are owners of registered shares, or the requested part of the list, at
the latest within seven days from delivery of the request. If the company has issued book-entered shares, the articles of
association may designate that the list of shareholders is replaced by the records of book-entered securities kept according to
special legal regulation.

            (3) The rights attached to registered shares may be exercised in relation to the company only by the person indicated
in the list of shareholders, unless this Act stipulates otherwise or unless it is demonstrated that the entry in the list does not
correspond to the actual facts. If the entry in the list of shareholders does not correspond to the actual facts, shareholder rights
may be exercised by the owner of the registered share. However, if the owner of the registered share is responsible for the fact
that they are not entered in the list of shareholders, such owner cannot seek to have a resolution of the general meeting
pronounced invalid because the company did not allow them to participate in the general meeting or to exercise their voting
right.

          (4) The articles of association may limit, but not exclude, the transferability of registered shares. If the conditions for
the transfer of registered shares designated by the articles of association are not fulfilled, the agreement on the transfer of these
shares shall be invalid, unless the acquirer of the shares acted in good faith. The person that transferred the registered shares
in this manner is liable for any incurred damage. If the transfer of registered shares is conditional upon consent from the
company organ, the agreement on transfer of shares cannot come into effect before this organ grants its consent, unless the
agreement sets out a different deadline. If the agreement does not come into effect within three months of its being entered into,
either of the participants may withdraw from the agreement. If the articles of association condition the transferability of a
registered share on the consent of a company organ, they may also designate in which cases and under what conditions this
organ is obliged to grant its consent to the transfer, or in which cases it is obliged to refuse its consent. If this organ refuses to
grant its consent to the transfer of a registered share in the cases when, according to the articles of association, it was not
obliged to refuse consent, the company is obliged to buy out the share upon request from the shareholder for a price
proportional to its value. If the respective company organ does not decide within two months from delivery of such request, it
applies that consent was granted. The right to buy out the share may be exercised within one month from the day when the
shareholder received the refusal of consent to transfer the share, otherwise it expires. The provision of Section 186a Subsection
6 shall apply as appropriate for the procedure of entering into agreements on the purchase of shares.

          (5) If the transfer of registered shares is conditional upon consent from an organ of the company, the consent of this
organ is also required to pledge these shares. The agreement on pledging a registered share cannot come into effect before the
respective company organ grants its consent to such pledging. If the respective company organ does not decide on such
consent within two months from delivery of the request to the company, it applies that consent was granted. Consent from the
respective company organ is not required to sell pledged registered shares through exercising a lien.

           (6) A certificated registered share is transferable by endorsement and handover. The endorsement must indicate the
business name or designation and registered office of the legal entity or name and residence of the natural person to which the
share is being transferred, and the date of transfer of the share. The regulations regulating bills of exchange shall apply as
appropriate to the endorsement. The effectiveness of the transfer of a registered share with respect to the company requires the
entry of the change in the identity of the shareholder in the list of shareholders. The company shall make the entry concerning a
change in the identity of the shareholder without undue delay after such change has been demonstrated to it.

          (7) A bearer share is transferable without limitations. The rights attached to a certificated bearer share may be
exercised only by the person that presents the share, or the person that demonstrates by written declaration of the entity that
performs safekeeping or deposit according to special legal regulation that the share is deposited on such person’s behalf
according to special legal regulation. The presentation of the share or declaration according to the second sentence may be
replaced by identification of the share according to Section 184 Subsection 2. The declaration must indicate the purpose for
which the declaration is issued and its issue date. The person issuing the declaration must not issue the share to which the
declaration pertains to a safekeeper (depositor) or third party until the passing of the period stipulated for exercising the right for
which the declaration was issued, or until this right has been exercised. The rights attached to book-entered bearer shares are
exercised by the party entered in the records of book-entered securities according to special legal regulation.

          (8) Otherwise, the provisions of the special legal regulation shall apply to the transfer of shares.

          (9) A share may be the joint property of several persons. The co-owners of the share must agree which of them shall
exercise the rights attached to the share, or must appoint a joint entitled representative. The provisions of the Civil Code on co-
ownership shall apply to the mutual relations between co-owners of the share.

          (10) If the shareholder dies, the rights attached to shares may be exercised by the heir, unless this Act stipulates
otherwise. If there are several heirs, the provisions of Subsection 9 shall similarly apply. If the heirs do not reach agreement,
then based on a proposal from the company, the court shall designate the person authorised to exercise the right attached to
the share until termination of the inheritance proceedings.

                                                                 Section 156a

                                                     Independently Transferable Rights

          (1) By transferring the share, all rights attached to it are transferred, unless stipulated otherwise by law.

          (2) The right to payment of dividends, the priority right to subscribe shares and exchangeable and priority bonds
(Section 160) and the right to payment of a share in the liquidation balance, otherwise attached to the share, may be transferred
independently (hereinafter referred to as an “independently transferable right”).

          (3) The independently transferable right attached to the share is transferred by an agreement on the assignment of a
receivable. The party that exercises the independently transferable right based on an agreement on the assignment of a
receivable is obliged to prove that this right was assigned to them by a person that was a shareholder in the company at the
time of the assignment, and was entitled from this independently transferable right, or by a person that was entitled from the
independently transferable right at the time of assignment.

           (4) If the company has filed an order to enter the independently transferable right attached to a book-entered share
into the entity that keeps records of book-entered securities, this right shall be transferred upon entry of the transfer into the
records of book-entered securities. The provisions of the special Act regulating the issuance and transfer of book-entered
securities shall similarly apply to the procedure for entering the independently transferable right and its assignment.

           (5) If stipulated by law, the right otherwise attached to a share may be separated from the share and attached to the
security issued for this share.

           (6) If a security was issued for the share or an independently transferable right was entered into the records of book-
entered securities, the right to which the security according to Subsection 5 was issued, or which was entered according to
Subsection 4, shall not be transferred along with the share. The transfer of an independently transferable right must be indicated
in the certificated share or in the records of book-entered securities.

                                                                 Section 156b

                                                                 Decisive Day
              (1) In the cases designated by law, independently transferable or other rights attached to securities may be exercised
with respect to the company only by the person that is entitled to exercise this right as of a certain day stipulated by the law
(hereinafter referred to as the “decisive day”), even if the security is transferred after the decisive day. If the company has
issued registered shares and the rights attached to registered shares may only by exercised by the person that has these rights
as of the decisive day, they may be exercised by the person that was entered in the list of shareholders as of the decisive day,
or, if this list is replaced by the records according to Section 156 Subsection 2, by the person entered in these records.

         (2) It is deemed that the person presenting a certificated bearer share to the company when exercising the right
according to Subsection 1 was entitled to exercise this right as of the decisive day.

                                                                 Section 157

         The articles of association must designate the nominal value of all types of shares which are to be issued. The sum of
the nominal values of these shares must correspond to the value of the registered capital.

                                                                 Section 158

         (1) The articles of association may designate that company employees may acquire company shares under the
advantageous conditions as defined in Subsection 2.

           (2) The articles of association or resolution of the general meeting on the increase of registered capital may designate
that employees need not pay the entire issue price of shares issued according to Subsection 1 or the full price for which the
company purchased them for the employees, if the difference is covered from the company’s own resources. The sum of the
parts of the issue price or purchase prices of all shares which are not subject to payment by employees must not exceed 5% of
the registered capital at the time when the decision on the subscription of shares by employees or their sale to employees is
made.

        (3) The special rights according to Subsection 1 may be exercised only by company employees and company
employees who have retired.

                                                                 Section 159

         (1) The articles of association may designate the issuance of a type of share which is attached to priority rights
concerning dividends or a share in the liquidation balance (priority share), providing the total sum of their nominal values does
not exceed half of the registered capital.

           (2) The issuance of shares to which is attached the right to certain interest irrespective of the company’s financial
results is not permitted.

           (3) Unless a special legal regulation stipulates otherwise, the articles of association may designate the issuance of
priority shares, which are not attached to the right to vote at the general meeting, unless the law requires voting according to the
type of shares. The owners thereof have all the other rights attached to shares. From the day after the day when the general
meeting decided that a priority dividend shall not be paid, or from the day of delay in payment of a priority dividend, the
shareholder acquires voting rights until the time when the general meeting decides on the payment of priority dividends, and if
the company was in delay in the payment of priority dividends, then until the time of their payment. The owners of priority shares
who have temporarily acquired voting rights also have the right to vote at the general meeting which will decide on payment of
the priority dividend in the scope of its entire agenda.

                                                                 Section 160

                                                    Exchangeable and Priority Bonds

          (1) If set out by the company’s articles of association, the company may issue bonds based on a resolution of the
general meeting, to which is attached the right to their exchange for company shares (hereinafter referred to as “exchangeable
bonds”) or the priority right to subscribe shares (hereinafter referred to as “priority bonds”), providing a decision on the
conditional increase of registered capital is adopted at the same time (Section 207).

          (2) The resolution of the general meeting according to Subsection 1 must be adopted by at least two thirds of the
votes of shareholders present, unless the articles of association require a greater number of votes, and must contain:

a) the nominal value of bonds and designated yield from bonds,

b) the number of bonds,

c) the venue and deadline for exercising the rights from the exchangeable bond or rights from the priority bond, indicating how
the start of this deadline period shall be announced; the deadline for exercising the right to exchange bonds for shares (right of
exchange) or the priority right to subscribe shares must be no less than two weeks,

d) the type, form, format, nominal value and number of shares which may be exchanged or subscribed for one bond; the
nominal value of shares which may be exchanged for exchangeable bonds must not be higher than the sum of nominal values
of the bonds for which they may be exchanged,

e) the issue price of shares subscribed by exercising the priority right from priority bonds, or the manner in which this price will
be determined, or the entitlement of the company’s board of directors to determine the value thereof if the priority right of
shareholders to acquire these bonds is excluded or limited.
          (3) If the company has issued exchangeable or priority bonds in book-entered form, the exchangeable or priority right
may be exercised by the person indicated in the records of book-entered securities on the day when this right could have been
exercised for the first time (decisive day).

         (4) The independent transferability of the priority right from priority bonds issued in book-entered form requires the
issuance of an option certificate (Section 217a).

          (5) The provisions of Section 204a Subsection 1 through 5 shall similarly apply to the priority right from priority bonds.
The legal provisions regulating bonds shall apply to exchangeable and priority bonds, unless this Act stipulates otherwise. If the
company issues bonds in book-entered form, the issue conditions of exchangeable and priority bonds must contain the date of
the decisive day for determining the persons authorised to exercise the rights from these bonds.

         (6) The company shareholders have priority rights to acquire exchangeable and priority bonds. The provisions of
Section 204a shall similarly apply to this priority right.

          (7) In other respects, the provisions of special legal regulations shall apply to bonds.

                                           Acquisition of Own Interim Certificates and Shares

                                                                 Section 161

          (1) The company cannot subscribe its own shares. The company may acquire the interim certificates or shares it has
issued only if permitted by law.

         (2) If shares are subscribed by a person acting in their own name but on behalf of the company whose shares are
being subscribed, it applies that the person subscribed the shares on their own behalf.

         (3) The founders or, in the event of increasing the registered capital, the members of the board of directors are jointly
and severally obliged to pay the issue price of shares subscribed contrary to Subsection 1 and thus become the owners thereof.
They shall be relieved of this obligation if they prove that they did not and could not be aware of such subscription of shares.

           (4) Neither the person on behalf of which the shares are deemed subscribed according to Subsection 2 nor the person
that is the owner of the shares according to Subsection 3 is entitled to exercise the rights attached to such subscribed shares.

                                                                 Section 161a

          (1) The company may, independently or through a person acting in their own name on the company’s behalf, acquire
its own shares only if their issue price has been paid in full and only if:

a) the general meeting has resolved on the acquisition of its own shares; the resolution shall regulate the details of the expected
acquisition of shares, but shall set out at least:
1. the highest number of shares that the company may acquire and the nominal value thereof,
2. the period during which the company may acquire the shares, which may be no more than 5 years,
3. when acquiring shares for payment, also the highest and lowest price for which the company may acquire such shares,

b) the acquisition of shares, including shares which the company has acquired previously and which it still owns, and shares
which were acquired on behalf of the company by another person acting in their own name, shall not cause a reduction of the
registered capital to less than the subscribed registered capital increased by funds which cannot be divided according to law or
the articles of association, and reduced by the value of as yet unpaid registered capital,

c) it does not bring about the company’s own bankruptcy according to a special legal regulation by acquiring its own shares,

d) it has resources to create a special reserve fund for its own shares, providing the creation of such a fund is required
according to Section 161d Subsection 2.

          (2) The condition stipulated in Subsection 1 Paragraph a) need not be fulfilled if the acquisition of its own shares is
required in order to avert substantial damage directly threatening the company. The board of directors is obliged to familiarise
the forthcoming general meeting with the reasons and purpose of the purchases made, with the number and nominal value of
acquired shares, their ratio to the company’s registered capital and the price that was paid for them. The company must dispose
of shares thus acquired at the latest within 18 months from their acquisition.

         (3) The provision of Subsection 1 Paragraph a) does not apply to the acquisition of shares which the company or a
person acting in their own name on the company’s behalf acquires for the purpose of sale to employees according to Section
158. The company must dispose of shares thus acquired at the latest within 12 months from their acquisition.

          (4) The board of directors is responsible for fulfilling the obligations according to Subsection 1 Paragraphs b) and c).

                                                                 Section 161b

          (1) The company may acquire its own shares even without fulfilling the conditions stipulated in Section 161a, if it
acquires them:

a) for the purpose of implementing a decision of the general meeting on the reduction of the registered capital,

b) as the legal successor entering into the rights of the person that was the previous owner thereof,
c) in order to fulfil the obligations imposed on it by law or based on a court decision to protect minority shareholders, particularly
during mergers or divisions, change of legal form or the introduction of limited transferability of registered shares or the
exclusion of shares from trading on the European regulated market,

d) in a court auction during the execution of a decision on the recovery of the company’s receivable towards the owner of
mature shares,

e) as financial collateral or for reasons of executing the right to satisfaction from financial collateral.

          (2) The company may acquire its own shares without payment even without fulfilling the conditions under Section
161a. The provisions of Subsection 1 Paragraphs a) through c) shall similarly apply to acquiring its own interim certificates. This
shall apply also to interim certificates acquired from a subscriber that delays in payment of the contribution, if the company has
decided to apply the procedure according to Section 177 Subsection 3 through 7.

         (3) The company is obliged to dispose of shares and interim certificates acquired according to Subsection 2 within 18
months from their acquisition; the company is obliged to dispose of shares and interim certificates acquired according to
Subsection 1 Paragraphs b) through e) within three years from the date of their acquisition.

             (4) If the company does not dispose of its own shares or interim certificates within the deadline stipulated in
Subsection 3 or in Section 161a, it is obliged to reduce its registered capital by the nominal value thereof without undue delay.
The company is obliged to reduce registered capital without undue delay also in cases when it reports its own shares in the
balance sheet and the sum of the value of registered capital and the amounts set out in Section 178 Subsection 2 Paragraphs
a) and b) exceeds the value of equity; the reduction must be by an amount at least equal to this difference. If the company does
not fulfil the obligation to reduce the registered capital, the court may wind up the company even without a petition and order its
liquidation.

         (5) By acquiring interim certificates, the company is not relieved of the obligation to pay the issue price for the shares
replaced by the interim certificate, unless the reason for acquisition is that the company has decided to reduce its registered
capital.

                                                                   Section 161c

          (1) A legal act undertaken contrary to Section 161a and 161b is not invalid, unless the other party was not acting in
good faith.

          (2) The company is obliged to dispose of shares or interim certificates acquired contrary to the provisions of Section
161a and 161b within one year from the day it acquired them; otherwise it is obliged to reduce the registered capital by the
nominal value thereof. If the company does not fulfil this obligation, the court may wind up the company even without a petition
and order its liquidation.

                                                                   Section 161d

           (1) If the company acquires its own shares or interim certificates, it cannot exercise the voting and priority rights
attached to them. If in such cases the general meeting decides on the division of profit among shareholders according to
Section 178, the company shall not be entitled to a dividend and the general meeting shall simultaneously determine whether
the profit pertaining to each of its own shares or interim certificates shall be divided proportionally among the other shares or
interim certificates, or whether it shall remain on the account of retained profits from previous years.

           (2) If the company reports its own shares or interim certificates under assets in the balance sheet, it must create a
special reserve fund in the same amount. This special reserve fund shall be cancelled or reduced if its own shares or interim
certificates are disposed of in full or in part, or used to reduce the registered capital. This reserve fund cannot be used for any
other purpose.

        (3) The company may use retained profit or other funds the company may use at its own discretion to create or
supplement the reserve fund for the purposes set out in Subsection 2

         (4) The provisions of Subsection 2 and 3 do not affect the obligation to create and supplement the reserve fund
according to Section 217 Subsection 2.

         (5) If the company acquires its own shares or interim certificates, the report on the balance of the company’s assets
submitted to the general meeting according to Section 192 Subsection 2 shall also contain at least the following information:

a) the reasons for the acquisition of shares which occurred in the course of the accounting period,

b) the number and nominal value of the shares acquired and disposed of in the course of the accounting period,

c) the sum of purchase prices for purchased and sold shares in the accounting period, indicating the lowest and highest price in
the event that the shares were acquired for payment,

d) the number and nominal value of all company shares included in the company’s assets and their share in the registered
capital, both at the beginning and end of the accounting period.

                                                                   Section 161e

         (1) The company may accept its own shares or interim certificates as a pledge only under the conditions stipulated in
Section 161a Subsection 1 and 4, Section 161b, 161d and in Section 161f.
           (2) The limitation according to Subsection 1 does not apply to banks and financial institutions according to another
legal regulation regulating the activities of banks 6), providing such transactions are entered into within the standard limits of
their core activity.

                                                                  Section 161f

                                                             Financial Assistance

        (1) The company may provide financial assistance for the purpose of acquiring shares or interim certificates of the
company only if set out by the articles of association and only if at least the following conditions are fulfilled:

a) financial assistance is provided under standard conditions in business transactions,

b) the board of directors has examined the financial standing of the person to which financial assistance is provided,

c) the provision of financial assistance has been approved in advance by the general meeting based on a report from the board
of directors according to Paragraph d); acceptance of the decision requires the consent of at least two thirds of the votes of all
shareholders,

d) the board of directors shall draw up a written report in which:
1. it shall justify the provision of financial assistance, including a statement of the ensuing benefits and risks for the company,
2. it shall state the conditions under which financial assistance shall be provided, including the price for which the shares shall
be acquired by the recipient of financial assistance,
3. it shall indicate the conclusions of its examination of the financial standing according to Paragraph b),
4. it shall justify why the provision of financial assistance is in the interest of the company,

e) if financial assistance is used to acquire shares in the company providing financial assistance, the price for which these
shares are acquired must be fair,

f) the provision of financial assistance shall not result in a reduction of equity to less than the registered capital increased by the
funds which under the Act or the articles of association cannot be divided among shareholders and reduced by as yet unpaid
registered capital,

g) the company shall create a special reserve fund in the amount of the provided financial assistance; Section 161d Subsection
3 shall apply as appropriate,

h) the provision of financial assistance shall not bring about the company’s immediate bankruptcy according to special legal
regulation.

          (2) The board of directors shall deposit the report drawn up according to Subsection 1 Paragraph d) into the Collection
of Documents without undue delay after compiling it, but always before the convening of the general meeting which approves
the provision of financial assistance; the report must be available to the shareholders at this general meeting.

          (3) If financial assistance is to be provided to a member of the company’s statutory body, the person controlling the
company, a member of its statutory body or a person that acts in concert with the company or any of the aforementioned
persons, the report according to Subsection 1 Paragraph d) shall be examined by a generally recognised expert independent of
the company and the above persons. This expert shall be appointed by the supervisory board. In the written report, this expert
shall assess the accuracy of the board of directors’ written report, and explicitly state whether the provision of financial
assistance is not contrary to the company’s interests; Subsection 2 shall similarly apply.

         (4) The provisions of Subsection 1 Paragraphs a) through e) and h) and Subsection 2 shall not apply to the actions of
the company aimed at acquiring its own shares or interim certificates for company employees according to Section 158.

           (5) During the provision of financial assistance, Subsection 1 through 4 shall not apply to banks and financial
institutions according to another legal regulation regulating the activities of banks4a), providing such assistance is given within
the standard limits of their core activity and if they do not cause any reduction of their equity to less than the registered capital
increased by funds which under the Act or articles of association cannot be divided among shareholders.

                                                                 Section 161g

          (1) The provisions of Section 161, Section 161a Subsection 1 and 2, Section 161b Subsection 1 Paragraphs b)
through e), Section 161b Subsection 2 through 5, Section 161c and 161f shall similarly apply to the subscription and acquisition
of shares or interim certificates of the company by a person it controls and to the provision of financial assistance for the
purpose of acquiring shares or interim certificates of the company by a person it controls.

          (2) If the controlled person does not dispose of the company’s shares or interim certificates within the deadline
stipulated by law, the court may wind it up and order its liquidation. The provisions of Section 161d shall apply as appropriate.

          (3) The provisions of Subsection 1 and 2 shall not apply if the controlled person:

a) is acting on behalf of a third party, unless they are acting on behalf of the company or a person controlled by this controlled
person or the company,

b) is a securities dealer and the activities are carried out within the framework of their entrepreneurial activities as a securities
dealer, or
c) has acquired the position of controlled person only after acquiring the shares or interim certificates of the company.

          (4) Voting rights attached to shares or interim certificates of the company acquired according to Subsection 3 cannot
be exercised. Moreover, these shares and interim certificates are included in calculating the ratio of equity to registered capital
according to Section 161a Subsection 1 Paragraph b).

          (5) The provisions of Section 161a through 161d and Section 161f shall apply also to cases when the shares or
interim certificates of the company are acquired by a third party in their own name on behalf of the company or on behalf of
persons controlled by the company.

         (6) The provision of Section 161f Subsection 4 shall apply as appropriate, where the limitation according to the second
sentence of Section 158 Subsection 2 shall be stipulated according to the value of the registered capital of the controlled
person.

                                                               Subdivision 2

                                               Foundation and Formation of the Company

                                                                 Section 162

          (1) A company may be founded by a single founder, provided the founder is a legal entity; otherwise by two or more
founders. The concentration of shares in the hands of one party does not render the company invalid; neither is it a reason for
any winding up of the company by the court.

          (2) If the company is founded by two or more founders, they shall enter into a memorandum of association. A single
founder founds the company by means of a deed of association.

           (3) The registered capital of a company founded with a public offering of shares must be at least CZK 20,000,000,
unless a special legal regulation stipulates a higher amount. The registered capital of a company founded without a public
offering of shares must be at least CZK 2,000,000.

           (4) If a company whose registered capital is less than CZK 20,000,000 increases its registered capital by means of a
public offering, it must increase it to at least CZK 20,000,000.

                                                                 Section 163

                                                       Memorandum of Association

           (1) The memorandum of association or deed of association must contain:

a) the business name, registered office and subject of entrepreneurial activity (business objects),

b) the proposed registered capital,

c) the number of shares and their nominal value, the format in which the shares shall be issued, and a designation of whether
they will be registered or bearer shares, as well as how many shares shall be registered and how many shall be bearer, if
applicable; if shares of various types are to be issued, their name and a description of the rights attached to them, as well as
information about any limitation on the transferability of registered shares,

d) the number of shares subscribed by the founder, the issue price, manner and deadline for paying the issue price and what
kind of contribution will be used to pay the issue price,

e) if the issue price of shares is paid by means of a non-monetary contribution, also a designation of the subject of the non-
monetary contribution and the manner of its payment, as well as the number, nominal value, form, format and type of shares
which are issued for this non-monetary contribution,

f) at least the approximate value of costs which shall be incurred in relation to founding the company,

g) designation of the contributions administrator according to Section 60 Subsection 1,

h) if at least a part of the shares are to be issued based on a public offering of shares, the data listed in Subsection 2
Paragraphs a) through g) must also be indicated,

i) a draft of the articles of association.

         (2) If a company is to be founded based on a public offering of shares, the condition upon which the founding of a
company is valid is the approval of the securities prospectus by the Czech National Bank. In addition to the information listed in
Subsection 1, the public offering of shares must also contain:

a) the venue and time for subscribing shares, which must be no less than two weeks,

b) the procedure for subscribing shares; in particular, whether the effectiveness of subscribing shares upon achieving or
exceeding the proposed value of registered capital shall be assessed according to when the shares were subscribed, or
whether it will be possible to curtail the number of shares subscribed by individual subscribers who subscribe shares at the
same time, according to the ratio of the nominal values of their subscribed shares,
c) if the founders permit the subscription of shares exceeding the proposed registered capital, the procedure for such
subscription,

d) a designation of whether interested persons may pay the issue price for shares only through monetary contributions,

e) the venue, period and, if applicable, the account at a bank or savings and loan cooperative for payment of the issue price,

f) the issue price of subscribed shares or the manner of its determination; the issue price or the manner of its determination
must be the same for all subscribers, unless stipulated otherwise by law,

g) the manner of convening the founding general meeting and the venue thereof,

h) the manner of creating a reserve fund,

i) conditions for exercising the voting right.

          (3) Nobody can be relieved of the obligation to pay the issue price, with the exception of cases in which the company’s
registered capital is being reduced. No offsetting against the company’s receivable for payment of the issue price is permitted,
unless the general meeting consents to this when increasing the company’s registered capital.

            (4) Nobody who has participated in the founding of the company or in activities leading to the procurement of a permit
for its entrepreneurial activities may be granted any special advantage.

                                                                  Section 163a

                                                             Issue Price of a Share

          (1) The issue price of a share is the amount for which the company issues its shares. The issue price must not be
lower than the nominal value of the share.

          (2) If the issue price of the share is higher than the nominal value of the shares, the difference between the issue price
and the nominal value is the issue premium. If the amount paid for paying the issue price of shares or the value of paid non-
monetary contribution is lower than the issue price, the payment made shall first be offset against the issue premium. If the
amount paid for paying the issue price or the value of the paid non-monetary contribution is not enough to pay the mature part
of the nominal value of all subscribed shares, it is offset gradually for paying the mature part of the nominal values of individual
shares, unless agreed otherwise in accordance with the articles of association.

          (3) The difference between the value of a non-monetary contribution and the nominal value of the shares which are to
be issued to the shareholder as consideration is deemed the issue premium, unless the articles of association, memorandum of
association, deed of association or resolution of the general meeting stipulate that this difference or its part must be paid by the
company to the subscriber or that it constitutes the creation of the reserve fund.

         (4) Monetary contributions which are used to pay the issue price must be paid into a special account at a bank or
savings and loan cooperative, which is opened for this purpose by the contributions administrator in the business name of the
founded company. The bank or savings and loan cooperative shall not facilitate the disposal of paid contributions on this
account before the company is entered into the Commercial Register, unless it is demonstrated that such disposal concerns the
payment of founding costs or the refunding of contributions to subscribers.

                                      Foundation of a Company Based on a Public Offering of Shares

                                                                   Section 164

         (1) The founder or founders ensure the creation of registered capital exceeding the nominal value of the shares they
have subscribed by means of a public offering of shares.

          (2) The public offering of shares shall be publicised by the appropriate methods and its content cannot be changed.

          (3) The draft articles of association must be available for viewing at each subscription venue.

                                                                   Section 165

           (1) Shares are subscribed based on a public offering of shares according to Section 164 Subsection 1 by entry into
the memorandum of subscribers. The entry includes the number, nominal value, form, format, and, if applicable, the type of
subscribed shares, their issue price, the deadlines for their payment, the business name or designation and registered office of
the legal entity or name and residence of the natural person that is the subscriber, and the signature; otherwise, subscription is
ineffective (Section 167 Subsection 2). The subscriber’s signature on the memorandum of subscribers need not be officially
verified.

          (2) Shares cannot be subscribed based on a public offering of shares by means of non-monetary contributions.

         (3) The subscriber is obliged to pay the potential issue premium and at least 10% of the nominal value of the
subscribed shares at the time. Payments shall be made to the account of the bank or savings and loan cooperative indicated by
the founder in the public offering of shares. If the subscriber does not fulfil this obligation, subscription is ineffective (Section 167
Subsection 2).
                                                                 Section 166

          (1) After subscription of the proposed registered capital, the founders or founder may refuse further subscription,
unless the memorandum of association or deed of association stipulates otherwise. If they do not do so, the founding general
meeting shall decide on whether to accept or refuse the subscription of shares which occurred once the subscription of the
proposed registered capital had been achieved. After refusing the subscription of shares, the founders are jointly and severally
obliged to refund the amount paid after the subscription of shares to the subscriber without undue delay, plus interest in the
amount of the interest rate usually provided by banks according to current account agreements as of the date when the
obligation to refund the paid amount arose, at the venue where the company is to have its registered office.

          (2) The founders or founder must refuse further subscription if the memorandum of association or deed of association
does not permit the subscription of shares exceeding the proposed registered capital.

                                                                 Section 167

          (1) The subscription of shares is ineffective if, by the end of the deadline declared in the public offering of shares, the
nominal value of effectively subscribed shares has not attained the value of the proposed registered capital, unless the shares
required to attain this value are additionally subscribed by the founders or one of the founders within one month.

          (2) If the subscription of shares is ineffective according to this Act, the rights and obligations of the subscribers from
the subscription of shares expire and the founder or founders are jointly and severally obliged to refund to subscribers the
amount paid during the subscription of shares without undue delay, plus interest in the amount of the interest rate usually
provided by banks according to current account agreements as of the date when the obligation to refund the paid amount arose,
at the venue that was to have been the company’s registered office.

                                                                 Section 168

          (1) Subscribers who have subscribed shares based on a public offering of shares according to Section 164
Subsection 1 are obliged to pay for the subscribed shares within the deadlines stipulated in the memorandum of subscribers.
Subscribers who have subscribed shares in a memorandum of association or deed of association are obliged to pay for the
shares within the deadline stipulated therein. The potential issue premium and at least 30% of the nominal value of subscribed
shares which are to be paid by means of monetary contributions must be paid by subscribers at latest by the opening of the
founding general meeting.

           (2) During payment of the contribution or its part before entry of the company into the Commercial Register, the
contributions administrator (Section 60) shall issue a written confirmation to the subscriber, in which it shall state:

a) the type, form, format, number and nominal value of subscribed shares,

b) the total value of the issue price for subscribed shares,

c) the scope of payment of the issue price for subscribed shares.

          (3) The company shall exchange this confirmation for an interim certificate for subscribed shares for which the issue
price has not been paid in full, and for shares if their issue price has been paid in full, without undue delay after entry of the
company into the Commercial Register.

                                                         Founding General Meeting

                                                                 Section 169

           (1) Subscribers who have fulfilled the obligations stipulated in Section 165 and 168 are entitled to attend the founding
general meeting. The founders convene the founding general meeting so that it is held within 60 days from the date when the
effective subscription of the proposed registered capital was attained.

           (2) If the founders do not fulfil the deadline stipulated in Subsection 1, the subscription of shares shall be deemed
ineffective and the effects of Section 167 Subsection 2 shall occur.

                                                                 Section 170

          (1) The founding general meeting may act only if shares were effectively subscribed in the amount of the proposed
registered capital, and at least 30% of the nominal value of the shares and potential issue premium has been paid.

          (2) The founding general meeting is qualified to make resolutions if it is attended by subscribers of at least one half of
the subscribed shares who have the right to attend the founding general meeting (Section 169 Subsection 1) and to vote at it.
When the meeting is opened, the founding general meeting is chaired by the founder or one of the founders authorised to do so
by the other founders or a representative thereof, until the chairperson of the founding general meeting is elected.

          (3) Decisions of the founding general meeting require the consent of a majority of votes of subscribers present who
have the right to attend the founding general meeting. This does not affect the provision of Section 171 Subsection 2 last
sentence. Decisions approved by this majority may stipulate the cases in which a different majority, or the consent of all the
present subscribers entitled to vote, is required. The provisions of Section 186c shall apply as appropriate.

                                                                 Section 171

          (1) The founding general meeting:
a) decides on foundation of the company,

b) approves the company’s articles of association,

c) elects the company organs which the general meeting is entitled to elect according to the articles of association. The
provisions on election of the members of the supervisory board by employees shall not apply.

           (2) If the founding general meeting decides that it shall permit the subscription of shares in excess of the proposed
value of registered capital, it shall decide on its new value. In this case, the subscription of shares by subscribers who first
subscribed shares up to the newly stipulated value of the registered capital and fulfilled the obligation according to Section 168
Subsection 1 shall be effective. If several persons subscribed shares at the same time, the number of shares subscribed by
these subscribers shall be curtailed proportionally. If the public offering of shares enabled the number of subscribed shares to
be curtailed, curtailing shall be performed proportionally according to the ratio of the nominal values of shares up to the value of
the registered capital. If the subscription of shares did not come into effect, the provision of Section 167 Subsection 2 shall
similarly apply. The subscriber of shares in excess of the originally proposed value of registered capital acquires voting rights if
the founding general meeting decides on a new value of registered capital whereby the registered capital includes the shares
subscribed by such a subscriber; voting rights thus acquired are effective from the moment of this decision.

          (3) The founding general meeting approves the subject of non-monetary contributions in accordance with the expert’s
or experts’ report and the number, nominal value, form, format and type of shares which are to be issued as consideration for
the given contribution.

         (4) The founding general meeting may diverge from the memorandum of association or deed of association only with
the consent of all subscribers present, except with regards to increasing registered capital.

           (5) The course of the founding general meeting is officially verified by means of a notarial deed, the attachment to
which is the memorandum of subscribers; the deed shall also contain the nominal value of the shares subscribed by each of the
subscribers, as well as the paid part of the issue price of the shares they have subscribed and the list of elected members of the
company organs. A notarial deed is drawn up of the decision of the founding general meeting on the approval of the articles of
association; this deed must contain the approved text of the articles of association.

                                                                 Heading Omitted

                                                                   Section 172

                                     Foundation of a Company without a Public Offering of Shares

        (1) If the founders agree in the memorandum of association that they shall subscribe shares at a certain ratio for the
company’s entire registered capital, a public offering of shares and the convening of a founding general meeting is not required.

           (2) The legal position occupied by the founding general meeting during foundation of a company based on a public
offering of shares is held by the founders.

       (3) The decisions which are otherwise adopted by the founding general meeting must be contained in the
memorandum of association. The provision of Section 170 Subsection 1 shall not apply.

         (4) The provisions of Subsection 1 through 3 shall similarly apply if the company is founded without a public offering of
shares by a single legal entity.

                                                                 Heading Omitted

                                                                   Section 173

                                                           Articles of Association

          (1) The articles of association must contain:

a) the company’s business name and registered office,

b) the subject of entrepreneurial activity (business objects),

c) the value of registered capital and manner of paying the issue price for shares,

d) the number and nominal value of shares, format of shares and designation of whether the shares are registered or bearer
shares, or how many are registered shares and how many are bearer shares,

e) the number of votes attached to one share and the manner of voting at the general meeting; if the company issues shares of
various nominal values, the number of votes attached to the given nominal value of the share,

f) the manner of convening the general meeting (Section 184 Subsection 4), its competences and manner of decision-making,

g) the specific number of members of the board of directors, supervisory board or other organs, the term for which a person
occupies their function as a member, definition of their competences and manner of decision-making, if established,

h) the manner of creating the reserve fund and the amount the company is obliged to supplement it with, and the manner of
supplementation,

i) the manner of dividing profit and payment of losses,

j) the consequences of breaching the obligation to pay subscribed shares in time,

k) the rules for the procedure when increasing or reducing registered capital, in particular, the possibility of reducing registered
capital by removing shares from circulation by means of drawing lots,

l) the procedure for supplementing and amending the articles of association,

m) other information, if stipulated by law.

          (2) If the company decides to increase or reduce registered capital, split shares or merge several shares into one, to
change the format or type of shares or limit the transferability of registered shares or their change, the amendment in the articles
of association comes into effect as of the date of entry of these facts into the Commercial Register. Other changes in the articles
of association, which are decided by the general meeting, come into effect from the moment when the general meeting decided
on them, unless it follows from the decision of the general meeting on amending the articles of association, or from the law, that
they come into effect at a later time.

          (3) If the general meeting adopts a decision of which the consequence is a change in the content of the articles of
association, this decision shall replace a decision on the amendment of the articles of association. If a decision of the general
meeting does not indicate whether or how the articles of association are amended, the board of directors shall decide on the
amendment of the articles of association in accordance with the decision of the general meeting.

           (4) If the content of the articles of association is changed based on any legal circumstance, the board of directors is
obliged to draw up a complete new wording of the articles of association without undue delay after any member of the board of
directors learns of this change.

          (5) If the type or form of shares changes, the rights attached to this type or form of shares also change as of the
effectiveness of the amendment to the articles of association, notwithstanding when the change in shares occurred. If the format
of shares is changed, the legal position of the shareholders shall change only upon replacement of the shares or a declaration
of the shares as invalid.

                                                                   Section 174

           As required, the articles of association shall also regulate:

a) the issuance of various types of shares, if the law permits the issuance of this type of share; their identification, number and
the rights attached to them,

b) rules for the issuance of bonds according to Section 160 and the rights attached to them,

c) rules for the advantageous acquisition of shares by company employees,

d) the name of the daily newspaper in which the board of directors shall publish notices according to Section 204b Subsection 4
or 5, if the company issues vouchers for shares which are to be exchanged for registered shares.

                                                           Formation of a Company

                                                                   Section 175

        The application for entry into the Commercial Register is submitted by the board of directors and signed by all
members of the board of directors.

                                                               Heading Omitted

                                                                   Section 176

                                                              Interim Certificates

         (1) If the subscriber has not paid the total issue price for subscribed shares before entry of the company into the
Commercial Register (hereinafter referred to as an “unpaid share”), the company shall issue an interim certificate to the
subscriber without undue delay after such entry. This interim certificate shall replace all shares of one type which have been
subscribed and are as yet unpaid by the subscriber.

           (2) The interim certificate contains:

a) the identification “interim certificate”;

b) the company’s business name, registered office and value of the registered capital of the company;

c) the business name or designation and registered office or name and residence of the owner of the interim certificate;

d) the nominal value consisting of the sum of the nominal values of subscribed unpaid shares;
e) the number, form and format of shares replaced by the interim certificate, and the designation of their type (if applicable);

f) the paid and unpaid part of the issue price for the shares and deadline for payment of the issue price;

g) the issue date of the interim certificate and signature or signatures of the members of the board of directors who are entitled
to act in the name of the company.

            (3) The interim certificate is a security to order, which is attached to the rights arising from the shares replaced by the
interim certificate and the obligation to pay their issue price. The owner of an interim certificate who transfers the interim
certificate to another person before payment of the issue price for unpaid shares is liable for payment of the balance of the issue
price. If the interim certificate or its endorsement is written to the order of several persons, such persons are jointly and severally
obliged to pay the unpaid issue price for the shares replaced by the interim certificate.

           (4) The provisions on registered shares shall similarly apply to interim certificates. If an interim certificate replaces
unpaid registered shares whose transferability is limited according to the company’s articles of association, the transferability of
the interim certificate shall be limited in the same manner.

           (5) After payment of the issue price for unpaid shares, the board of directors shall without undue delay call on the
shareholder to submit their interim certificates in exchange for the shares, or exchange the interim certificate for shares based
on the board’s request. If the issue price is paid only for some of the unpaid shares, the company shall exchange the interim
certificate for the shares whose issue price was paid, and for a new interim certificate for the nominal value equal to the sum of
as yet unpaid shares, which are replaced by the new interim certificate. The provision of Section 213a Subsection 2 shall apply
as appropriate to the procedure of exchanging the interim certificate for shares or a new interim certificate. If an interim
certificate is to be exchanged for book-entered shares, once the interim certificate is returned, the company shall proceed
without undue delay to issue a book-entered share according to a special Act.

                                                                  Section 177

           (1) The subscriber is obliged to pay the issue price for the shares they have subscribed by the deadline designated in
the articles of association, but at latest within one year from formation of the company.

           (2) For breaching the obligation to pay the issue price of subscribed shares or its part, the subscriber shall pay the
interest on arrears designated in the articles of association, otherwise in the amount of 20% p.a.

          (3) If the subscriber does not pay the issue price for subscribed shares or the mature part thereof, the board of
directors shall call on them to pay this price within the deadline stipulated by the company’s articles of association, otherwise
within a deadline of 60 days from delivery of the request.

          (4) After expiry of the deadline indicated in Subsection 3 without payment, the board of directors shall expel the
subscriber from the company and call on them to return the interim certificates within a reasonable deadline, which it shall
designate, unless it undertakes other measures in accordance with the law and the company’s articles of association. The
expelled subscriber is liable to the company for payment of the issue price of the subscribed shares.

          (5) If the expelled subscriber does not return the interim certificate within the designated deadline, the board of
directors shall declare this interim certificate invalid. This decision shall be published by the board of directors in the manner
designated by law and the articles of association for convening a general meeting; it shall send a written notice about this to the
subscriber and simultaneously publish the decision.

         (6) If the board of directors declares the interim certificate invalid, it shall issue a new interim certificate or shares to a
person, approved by the general meeting, who shall pay the issue price for these shares.

           (7) Property which the company acquires by selling a returned interim certificate or issuing a new interim certificate or
shares according to Subsection 6 shall be used to refund the payment provided by the expelled subscriber for paying the issue
price of shares subscribed by the expelled subscriber and after offsetting the claims incurred by the company from the breach of
the expelled subscriber’s obligations.

                                                                 Subdivision 3

                                                   Shareholders’ Rights and Obligations

                                                                  Section 178

                                                       Shares in the Company’s Profit

           (1) The shareholder is entitled to a share in the company’s profit (dividend) which the general meeting has approved
for division according to the financial results. Unless it follows otherwise from the provisions of the articles of association
concerning priority shares, this share is determined by the ratio of the nominal values of the shareholder’s shares to the nominal
values of the shares of all shareholders. The company must not pay out advances on shares in profit.

          (2) The company is not permitted to divide profit or other resources it has among shareholders if the equity
determined from the annual or extraordinary financial statements is less than the company’s registered capital, or would be less
than the company’s registered capital as a result of dividing the profit, increased by:

a) the subscribed nominal value of shares, if company shares were subscribed to increase the registered capital and the
increased registered capital had not been entered into the Commercial Register as of the date of compiling the annual or
extraordinary financial statements, and
b) the part of the reserve fund or the reserve funds which the company must not use for payment to shareholders under the Act
and the articles of association.

          (3) The share in profit (fees) of members of the board of directors and members of the supervisory board may be
stipulated by the general meeting from the profit approved for division.

         (4) Unless a special legal regulation stipulates otherwise, company employees may participate in the division of profit
according to the articles of association. The articles of association may designate that this share in profit may be used only to
pay the part of the issue price of shares which is subject to payment by company employees according to Section 158, or the
purchase prices of company shares by employees by means of offsetting.

        (5) The provisions of Subsection 1 and 2 shall similarly apply to the division of profit for fees and in determining the
employees’ share in profit. The provisions of Subsection 8 shall apply as appropriate.

          (6) The amount designated for payment as a share in the company’s profit must not be higher than the financial result
for the accounting period reported in the financial statements, reduced by the mandatory allocation to the reserve fund
according to Section 217 Subsection 2 and by unpaid losses from previous years, and increased by the retained profit from
previous years and funds created from profit which the company may use at its own discretion.

         (7) Unless the articles of association or decision of the general meeting stipulate otherwise, dividends and fees are
mature within three months from the date when the general meeting’s resolution on division of profit was adopted.

            (8) Unless the articles of association, resolution of the general meeting or agreement with shareholders stipulate
otherwise, the company is obliged to pay the dividend at its own expense and risk to the address of the shareholder indicated in
the list of shareholders as of the maturity date of the dividend, if it issued registered shares, or to the address indicated in the
records of book-entered securities in the section designated for the issuer as of the decisive day, if it issued book-entered
bearer shares. If the company issued certificated bearer shares, the venue for payment of the dividend shall be stipulated by the
articles of association or decision of the general meeting, unless agreed otherwise. If the venue for payment was not
designated, the company shall pay the shareholder the dividend at the company’s registered office.

          (9) If the company has issued bearer shares and these were not accepted for trading on the European regulated
market, the board of directors is obliged to announce the day of payment of dividends, the venue and manner of their payment,
and the decisive day (if applicable) in the manner stipulated by the law and articles of association for convening a general
meeting, unless the articles of association stipulate otherwise. If the company has issued registered shares and the articles of
association do not stipulate the maturity day of the dividend, the board of directors is obliged to send shareholders notification of
the maturity date of the dividend without undue delay following the date of the general meeting that decided on the payment of
dividends, unless the company sends the dividend at its own expense and risk.

           (10) The decisive day for exercising the right to a dividend is the day of the general meeting that decided on payment
of the dividend. The articles of association may stipulate that the decisive day for exercising the right to the dividend is the same
as the decisive day for participation at the general meeting that decides on payment of the dividend.

           (11) The general meeting may decide that the decisive day for exercising the right to a dividend is designated for a
different day; the day must not precede the date of the general meeting that decided on payment of the dividend and must not
follow the maturity date of the dividend.

          (12) The right to payment of a dividend is independently transferable according to Section 156a from the day when the
general meeting decided on payment of the dividend. However, if coupons were or are to be issued, the right to the dividend
attached to the coupon is transferable only together with the coupon. Coupons may also be issued before the general meeting’s
decision on division of profit for the accounting period to which the coupon pertains.

                                                                  Section 179

            (1) A recipient is not obliged to return a dividend accepted in good faith. In cases of doubt, good faith is presumed.
The board of directors must not decide on the payment of dividends or other shares in profit contrary to the provisions of Section
65a and 178, even if the general meeting has approved payment of the dividend. If such payment of a share in profit occurs,
members of the board of directors cannot be relieved of liability for the damage consequently incurred by the company. If shares
in profit other than dividends were paid contrary to the provisions of Section 65a and 178, the recipient is obliged to refund the
paid share in profit and the members of the board of directors are jointly and severally liable for the fulfilment of this obligation.

         (2) Throughout the existence of the company and in the event of its being wound up, a shareholder is not entitled to
request any refund of their contributions. The refunding of contributions does not refer to payments provided:

a) in consequence of a reduction of registered capital,

b) during a buyout of company shares, provided the conditions stipulated by law are fulfilled,

c) when returning an interim certificate or its declaration as invalid (Section 177),

d) during division of the share in the liquidation balance.

           (3) After the winding up of the company with liquidation, the shareholder is entitled to a share in the liquidation
balance.

           (4) The company may transfer property to a shareholder without payment only in cases explicitly permitted by law.
                                                                 Section 180

          (1) The shareholder is entitled to participate in a general meeting, vote at it, has the right to request and receive
explanations of matters concerning the company at the general meeting, if such explanation is required to assess the subject of
discussion at the general meeting, and to submit proposals and counter-proposals. Unless the articles of association set out
otherwise, a shareholder’s counter-proposal shall be voted on first.

           (2) The voting right is attached to the share. The articles of association must designate the number of votes attached
to each share, so that the same number of votes is allocated to each share with the same nominal value. If the company issues
shares with various nominal values, the number of votes attached to these shares must be designated in the same ratio as the
ratio of the individual nominal values of these shares. The articles of association may limit the exercise of voting rights by
stipulating the maximum number of votes per shareholder, in the same scope for each shareholder or for a shareholder and
their controlled persons.

          (3) A shareholder present at a general meeting is entitled to an explanation according to Subsection 1 even with
respect to matters concerning persons controlled by the company.

          (4) The information contained in the explanation must be definite and must provide a sufficient illustration of the facts.
Information may be refused entirely or in part only if it follows from a thorough business analysis that its provision could harm
the company or that it is internal information according to special legal regulation or that it constitutes a business secret of the
company or classified information according to special legal regulation. The board of directors shall decide whether the
information constitutes such information. If the board of directors refuses to disclose the information for the said reasons, the
information may be requested only if the supervisory board consents to its provision. If the supervisory board does not consent
to the provision of this information either, the court shall decide, following a civil action from the shareholder, whether the
company is obliged to provide this information. This does not affect the provisions of the special legal regulation on the
protection of information.

            (5) The explanation may be provided in the form of a summarised reply to several questions of similar content. Where
a supplementary explanation to all the points of the agenda was published on the company’s internet website at latest on the
day before the date of the general meeting and is available to shareholders at the venue of the general meeting, in this case too
it shall be deemed that shareholders have received an explanation.

          (6) If a shareholder intends to submit counter-proposals to proposals at the general meeting, the content of which is
indicated in the invitation to the general meeting or notice on its convening, or if a notarial deed must be drawn up of a general
meeting’s decision, they are obliged to deliver the written wording of their proposal or counter-proposal at least five business
days before the date of the general meeting. This does not apply to proposals for the election of specific persons to organs of
the company. The board of directors is obliged to publish the counter-proposal with its standpoint, if possible, at least three days
before the announced date of the general meeting.

          (7) A shareholder has the right to submit their proposal to points which are included in the agenda of the general
meeting even before publication of the invitation to the general meeting or notification of its convening. The board of directors
shall publish a proposal that is delivered to the company at least 7 days before publication of the invitation to the general
meeting or notification of its convening along with the invitation to the general meeting or notification on its convening.
Subsection 6 shall similarly apply to proposals delivered after this deadline. The company’s articles of association may shorten
the deadline according to the second sentence.

                                                                 Section 181

           (1) A shareholder or shareholders who hold shares with a total nominal value equal to at least 3% of the registered
capital of a company whose registered capital is higher than CZK 100,000,000, and a shareholder or shareholders who hold
shares with a total nominal value equal to at least 5% of the registered capital of a company that has a registered capital of CZK
100,000,000 or less, may ask the board of directors to convene an extraordinary general meeting to discuss proposed matters.

           (2) The board of directors, provided that each point of the proposal is supplemented with a justification or proposed
resolution, shall convene the extraordinary general meeting so that it is held at the latest within 40 days from the date when it
received the request for its convening. The deadline stipulated in Section 184a Subsection 2 shall be shortened to 15 days. If it
is a company whose shares have been accepted for trading on the European regulated market or foreign market similar to a
regulated market, the deadline according to the first sentence is 50 days and the deadline indicated according to the second
sentence is 21 days. The board of directors is not entitled to change the proposed agenda of the meeting. The board of
directors is entitled to change the proposed agenda of the meeting only with the consent of the parties that requested the
convening of the extraordinary general meeting according to Subsection 1.

          (3) If the board of directors does not fulfil the obligation according to Subsection 2, the court shall decide, based on a
request from the shareholder or shareholders mentioned in Subsection 1, whether to entitle such shareholders to convene the
extraordinary general meeting and undertake all related actions. Simultaneously, the court may determine the chairperson of the
general meeting even without any proposal.

          (4) The invitation to the extraordinary general meeting or notice on its convening must contain the statement of the
decision according to Subsection 3, indicating the court which issued the decision and the date when the decision became
enforceable. In order to ensure this general meeting, the entitled shareholders are authorised to request an extract from the
records of book-entered securities.

           (5) If the court entitles the shareholders to convene an extraordinary general meeting, the costs for court proceedings
and convening of the extraordinary general meeting are borne by the company. The members of the board of directors are
jointly and severally liable for the obligation to compensate the costs of the proceedings and the convening of the extraordinary
general meeting. The company is entitled to compensation of the damage it incurred by payment of the costs for court
proceedings with respect to the members of the board of directors.

                                                                 Section 182

          (1) Upon a request from the shareholder or shareholders listed in Section 181, Subsection 1:

a) the board of directors, provided that each point of the proposal is supplemented with a justification or proposed resolution and
is delivered to the board of directors at least 20 days before the date of the general meeting or the decisive day (if designated),
shall include the matter designated by them into the agenda of the general meeting; if the request was received after the
invitation to the general meeting was sent out or the notice on its convening was published, the board of directors shall publish,
in the manner stipulated by law and the articles of association for convening the general meeting, a supplement to the agenda
of the general meeting within a deadline of ten days before the date of the general meeting, or before the decisive day (if
designated) for participation at the general meeting; if such publication is not possible, the designated matter may be included in
the agenda of such general meeting only by means of the procedure according to Section 185 Subsection 4,

b) the supervisory board shall review the performance by the board of directors of its competences in the matters designated in
the request,

c) the supervisory board shall exercise the right to compensation for damage which the company has suffered with respect to a
member of the board of directors,

d) the board of directors shall file a civil action for payment of the issue price of shares against shareholders who are in default
of payment, or apply the procedure according to Section 177.

          (2) If the supervisory board or board of directors does not fulfil the shareholder’s request without undue delay, the
shareholders mentioned in Section 181 Subsection 1 may exercise the right to compensation of damage or payment of the
issue price of the shares themselves in the name of the company. A person other than a shareholder that filed the civil action, or
the person entitled by them, cannot undertake acts on behalf of the company or in its name in the proceedings.

          (3) The shareholders mentioned in Section 181 Subsection 1 may ask the court to appoint an expert to review the
report on relations between a controlled person and affiliated persons according to Section 66a Subsection 12, if there are
serious reasons for this, even if the conditions stipulated in Section 66a Subsection 13 are not fulfilled.

                                                                 Section 183

                                              Invalidity of a Resolution of the General Meeting

          (1) The provisions of Section 131 Subsection 1 through 10 and 12 shall similarly apply to pronouncing the invalidity of
a general meeting’s resolution..

           (2) An immaterial breach of the rights of persons in the meaning of Section 131 Subsection 3 Paragraph a) refers in
particular to the case when the invitation to the general meeting or notice on convening the general meeting does not contain
the requirements according to Section 184 Subsection 5 Paragraph c), or Section 202 Subsection 2 Paragraphs a) and d), if
applicable.

           (3) The court shall publish the resolution according to Section 131 Subsection 10 at the expense of the petitioner in
shortened form in the manner stipulated by law and the articles of association for convening the general meeting, and shall
indicate when the deadline according to Section 131 Subsection 10 Paragraph c) expires. If the deadline passes to no effect,
the court shall suspend proceedings.

                                   Public Offer for the Purchase or Exchange of Subscriber Securities

                                                                 Section 183a

                                                              Heading Omitted

           (1) Any person making a public offer of a contract for the buyout or exchange of securities issued by a joint-stock
company, which are attached to a share in the registered capital or voting rights of the company, or securities issued by this
company which are attached to the right to obtain such securities (hereinafter referred to as “subscriber securities”), shall
proceed according to this provision; this does not affect the rules for takeover offers according to the Act on Takeover Bids and
rules for public bids for investment securities according to the Capital Markets Business Act.

          (2) The bidder shall publish the public offer of a contract in the same manner in which the general meeting of the
company whose securities the subscriber intends to acquire is convened under this Act and the company’s articles of
association.

          (3) The public offer of a contract must contain at least the following data:

a) name or business name and address or registered office of the bidder,

b) fundamental requirements of the purchase or exchange contract, including information about the value of the consideration
offered for each subscriber security, or giving a sufficiently accurate means of its determination,

c) binding term of the public offer of a contract,
d) reasons for making the public offer of a contract,

e) other conditions for concluding the contract based on a public offer, including the manner of its acceptance, the moment of its
conclusion and the option of withdrawing from the concluded contract.

           (4) The bidder shall send the wording of the public offer of a contract to the registered office of the company whose
subscriber securities they intend to acquire (hereinafter referred to as the “target company”) within a deadline of 10 business
days before its publication; this shall not apply if the bidder is the target company. The board of directors and supervisory board
of the target company shall deliver a joint response to the bidder regarding the offer within 5 business days from delivery of the
bidder’s offer; the contents of this response shall be similarly subject to the provisions of the Act on Takeover Bids; the bidder
shall publish this response along with the public offer of a contract. If the members of the organs of the target company breach
the obligation according to the previous sentence, they are liable jointly and severally for all the receivables with respect to the
bidder in accordance with Subsection 7. If the bidder breaches the obligation according to the first and second sentence, this
fact shall not affect the validity of the contracts concluded on the basis of the public offer of a contract. The provisions of the Act
on Takeover Bids regulating the procedure for concluding contracts, their amendment and withdrawal therefrom, including the
procedure for partial or conditional takeover bids, shall similarly apply.

           (5) If the public offer of a contract is made because this is imposed by law, the value of the consideration must
correspond to the value of the subscriber securities; the bidder shall demonstrate the appropriateness of the consideration by
means of an expert’s report. Section 59 Subsection 3 and 4 shall similarly apply to the appointment, remuneration and content
of the expert’s report. The binding term of the public offer of a contract according to the first sentence must be no less than 4
weeks from the date of its publication. If the securities which are the subject of a public offer of a contract according to the first
sentence are accepted for trading on the regulated market, the bidder shall submit a draft of the public offer of a contract to the
Czech National Bank and demonstrate the appropriateness of the consideration offered for each subscriber security; the
expert’s report according to the first sentence shall not be required in this case, provided the bidder justifies the appropriateness
of the consideration by other means.

           (6) Within a deadline of 15 business days from the date of delivery of the public offer of a contract, the Czech National
Bank may issue a decision prohibiting the public offer of a contract or call on the bidder to remove defects in the offer, including
any insufficient justification of the appropriateness of the consideration; it shall stipulate an appropriate deadline for this
purpose. The bidder is the only participant in the proceedings before the Czech National Bank. If the bidder does not propose
the public offer of a contract or justification of the proposed value of the consideration within the stipulated deadline, or if the
public offer of a contract continues to have defects, the Czech National Bank shall issue a decision prohibiting the public offer of
a contract. The decision prohibiting the public offer of a contract may be issued by the Czech National Bank within a deadline of
15 business days from the day following the last day of the deadline indicated in the request according to the first sentence. A
public offer of a contract the subject of which is subscriber securities accepted for trading on the regulated market may be made
only after the passing, without issuance, of the deadline for issuing a decision prohibiting the public offer of a contract according
to this subsection.

           (7) If the obliged person does not make a public offer of a contract according to Subsection 5, persons who acquired
the right to buy out subscriber securities shall be entitled to enforce a conclusion of the contract before the court or demand
compensation of damage within a deadline of 6 months from the day when the obliged person first defaulted in fulfilling this
obligation. If it is found that the owners of the subscriber securities that were the subject of the public offer of a contract did not
receive or would not receive the appropriate consideration according to Subsection 5, they may seek settlement of the
consideration from the bidder. The provisions of the Act on Takeover Bids regulating civil actions for non-fulfilment of the offer
obligation and civil actions for settlement shall apply as appropriate to the proceedings under this subsection.

            (8) Offering a buyout or exchange of subscriber securities to a wider range of persons by means other than in the form
of a public offer of a contract is prohibited under Subsection 1. This shall not apply if somebody intends to offer the buyout or
exchange of subscriber securities to less than 100 persons, or if somebody intends to buy out or exchange subscriber securities
based on a public offer of a contract whose total nominal value does not exceed 1% of the issue volume, or if it is an offer for
the buyout or exchange of subscriber securities made exclusively on the European regulated market or foreign market similar to
a regulated market. The company’s articles of association may also set out in advance that Subsection 1 through 4 shall not
apply to its subscriber securities if the offer for the purchase or exchange is made in the course of 12 consecutive months only
with respect to shareholders who own subscriber securities the nominal value of which shall not exceed 5% of the registered
capital; this shall not apply to cases when the obligation to make a public offer of a contract is stipulated by this Act or a special
legal regulation.

                                                                 Section 183b

                                                                   Repealed


                                                                 Section 183c

                                                                   Repealed


                                                                 Section 183d

                                                                   Repealed


                                                                 Section 183e

                                                                   Repealed
                                                                Section 183f

                                                                 Repealed


                                                                Section 183g

                                                                 Repealed


                                                                Section 183h

                                                                 Repealed


                                                 Right to Buy Out Subscriber Securities

                                                                Section 183i

          (1) The person who owns subscriber securities in the company

a) whose total nominal value is at least 90% of the company’s registered capital to which voting rights are related, and

b) to which at least a 90% share in voting rights in the company is related (hereinafter referred to as the “main shareholder”),
is entitled to ask the board of directors to convene a general meeting that will decide on the transfer of all remaining subscriber
securities in the company to themselves.

          (2) The adoption of the resolution by the general meeting requires the consent of at least nine tenths of the votes of all
owners of subscriber securities, where the owners of priority shares and the main shareholder always have voting rights. A
notarial deed is drawn up of the decision of the general meeting, with an annex comprising the expert’s report on the value of
the consideration in money or other justification of the value of consideration.

         (3) The resolution of the general meeting shall also contain a designation of the main shareholder and the value of the
consideration determined according to Section 183j Subsection 6 and the deadlines for providing the consideration.

         (4) For the purposes of stipulating the share according to Subsection 1, the subscriber securities owned in the
company’s assets shall be divided among the owners of the subscriber securities in the ratio of the nominal values of their
subscriber securities.

          (5) The main shareholder is obliged to submit the monetary resources required for payment of the consideration to the
securities dealer, bank or savings and loan cooperative before the general meeting, and to demonstrate this fact to the
company. Payment of the consideration is performed by the bank, savings or loan cooperative or securities dealer.

                                                                Section 183j

         (1) The board of directors convenes the general meeting within 15 days from the date of delivery to the company of
the request according to Section 183i Subsection 1.

          (2) The invitation to the general meeting or notice on its convening must also contain decisive information about
determining the value of the consideration, or the conclusions of the expert’s report, and, if required, a request to pledgees to
inform the company of the existence of any lien on subscriber securities issued by the company, and a statement from the
board of directors that it considers the value of the consideration determined according to Subsection 6 to be appropriate.

           (3) The company shall make its determination of the main shareholder, justification of the value of the consideration,
the expert’s report according to Subsection 6, the decision of the Czech National Bank according to Section 183n Subsection 1,
if required, accessible at its registered office to each owner of a subscriber security; the second and third sentences of Section
184 Subsection 8 shall similarly apply. A company whose subscriber securities have been accepted for trading on the European
regulated market or foreign market similar to a regulated market shall also publish information about the procedure according to
Section 183i Subsection 1 in a manner enabling remote access.

         (4) In its determination of the value of the consideration, the proposed resolution of the general meeting must not
designate an amount that is less than the amount determined by the expert’s report or by the justification of the value of the
consideration, where the expert’s report is not required under the Act.

           (5) The owners of pledged subscriber securities must inform the company about the pledge and the identity of the
pledgee without undue delay after learning of the convening of the general meeting; a notice regarding this obligation shall be
indicated in the invitation to the general meeting or notice on its convening.

         6) Along with the request according to Section 183i Subsection 1, the main shareholder shall deliver a justification of
the determined value of the consideration, the expert’s report, if required, and the decision of the Czech National Bank
according to Section 183n Subsection 1 to the company; the main shareholder shall bear the costs for compiling and delivering
these documents.

                                                                Section 183k
           (1) From the moment of receiving an invitation to the general meeting, or from the moment of the announcement of its
convening, the owners of subscriber securities may ask the court to review the appropriateness of the consideration; this right
shall expire if it is not exercised within one month from the date of publication of the minutes of the general meeting’s resolution
according to Section 183l in the Commercial Register.

         (2) If the owner of the subscriber security does not exercise the right according to Subsection 1, they cannot appeal
the appropriateness of the consideration at a later time.

           (3) The court’s decision granting the right to a different value of consideration is binding for the main shareholder and
company in terms of the basis of the granted right also with respect to the other owners of subscriber securities. The period of
limitation begins on the date the decision enters full legal force and effect, and shall apply to all entitled persons,
notwithstanding whether they were participants in the proceedings.

         (4) Any determination of the inappropriateness of the value of the consideration does not invalidate the general
meeting’s resolution according to Section 183i Subsection 1.

         (5) Any petition to pronounce the invalidity of the general meeting’s resolution according to Section 131 cannot be
based on the inappropriateness of the value of the consideration.

                                                                 Section 183l

          (1) Without undue delay after adoption of the general meeting’s resolution, the board of directors shall submit an
application for entry of the resolution into the Commercial Register.

           (2) Simultaneously, if required, it shall publish the general meeting’s resolution and the conclusions of the expert’s
report in the manner designated for convening the company’s general meeting and deposit the notarial deed at the company’s
registered office for viewing; this fact must also be publicised in the published notice.

          (3) Upon the expiry of one month from publication of the entry of the resolution into the Commercial Register
according to Subsection 1, the ownership right to the subscriber securities of minority shareholders in the company is
transferred to the main shareholder.

           (4) If the transferred subscriber securities served as a pledge, the lien expires upon transfer. Subsection 5 and 6 shall
apply to the pledgee holding the pledged subscriber security as appropriate..

           (5) The hitherto owners of certificated subscriber securities shall submit them to the company within 30 days after the
transfer of ownership rights; they cannot request any consideration according to Section 183m when in default. The company
shall instruct the person entitled to administer the respective securities records according to special legal regulation to enter the
change of owners of book-entered subscriber shares in the asset accounts within the same deadline, with the grounds for
entering the change being the general meeting’s resolution according to Section 183i Subsection 1.

          (6) If the hitherto owners of subscriber securities do not submit these securities within one month or within an
additional deadline designated by the company, which must be no less than 14 days, the company shall proceed according to
Section 214 Subsection 1 through 3.

          (7) Returned subscriber securities shall be submitted by the company to the main shareholder without undue delay.
The board of directors shall provide the main shareholder without undue delay with new subscriber securities in the same form,
format, type and nominal value to replace any subscriber securities that have been declared invalid.

                                                                Section 183m

          (1) Entitled persons are entitled to a consideration in money, the value of which shall be determined by the main
shareholder; the main shareholder shall demonstrate the appropriateness of the consideration by means of an expert’s report, if
required, which must be no older than 3 months as of the date of delivery of the request under Section 183i Subsection 1.

           (2) The hitherto owners of book-entered subscriber securities are entitled to the payment of a consideration upon
entry of the ownership right in the asset account in the respective securities records, and the owners of certificated subscriber
securities upon their handover to the company according to Section 183l Subsection 5 and 6, as well as interest at the usual
interest rate according to Section 502 from the date when ownership rights to the subscriber securities of minority shareholders
were transferred to the main shareholder.

         (3) The securities dealer, bank or savings and loan cooperative shall provide the entitled persons with the
consideration without undue delay upon fulfilment of the conditions according to Subsection 2.

          (4) The securities dealer, bank or savings and loan cooperative shall provide consideration to the party that was the
owner of the subscriber securities as of the moment of transfer of ownership rights according to Section 183l Subsection 3
(hereinafter referred to as the “original owner”); however, if a lien on these securities is proven, the consideration shall be
provided to the pledgee; this does not apply if the original owner proves that the lien had already expired before the transfer of
ownership rights according to Section 183l Subsection 3.

                                                                Section 183n

          Special Features of the Procedure of Buying Out Subscriber Securities Accepted for Trading on the European
                           Regulated Market or Foreign Market similar to a Regulated Market
           (1) The prior consent of the Czech National Bank to the justification of the value of the consideration is required in
order for the general meeting to adopt a resolution on the transfer to the main shareholder of all other subscriber securities of a
company whose subscriber securities have been accepted for trading on the European regulated market or foreign market
similar to a regulated market. The Czech National Bank shall only assess whether the applicant has duly justified the proposed
value of the consideration. The Czech National Bank must decide within 15 business days from delivery of the request. The
Czech National Bank may extend this deadline, but at most by 15 business days.

         (2) If the subscriber securities of the company have been accepted for trading on the European regulated market or
foreign market similar to a regulated market, the expert’s report according to Section 183m Subsection 1 is not required.

          (3) If the main shareholder acquired the subscriber securities according to Section 183i Subsection 1 in consequence
of a mandatory takeover bid or voluntary takeover bid according to the Act on Takeover Bids, based on which the main
shareholder acquired at least 90% of all the subscriber securities of the company to which the bid applied, it is deemed that the
consideration according to such mandatory or voluntary takeover bid is an appropriate consideration. The main shareholder’s
right according to Section 183i Subsection 1 must be exercised within 3 months from the end of the binding term of the takeover
bid according to the first sentence, otherwise the first sentence shall not apply.

          (4) As of the transfer date of ownership right to the subscriber securities according to Section 183l Subsection 3 the
subscriber securities shall be removed from trading on a European regulated market or foreign market similar to a regulated
market; Section 186a Subsection 1 and 2 shall not apply. Without undue delay the company shall inform the organiser of the
European regulated market or foreign market similar to a regulated market on which the subscriber securities according to
Subsection 1 were accepted for trading about the general meeting’s decision according to Section 183i in accordance with the
requirements of the Act regulating entrepreneurial activity on a capital market or with comparable requirements of a foreign legal
regulation.

                                                                Subdivision 4

                                                           Organs of a Company

                                                              General Meeting

                                                                 Section 184

          (1) The general meeting is the supreme organ of a company. The shareholder attends the general meeting in person
or through a representative (hereinafter referred to as the “attending shareholder”).

           (2) The articles of association may regulate the conditions under which shareholders may attend the general meeting
using electronic resources, which enable for example direct remote audiovisual transfer of the general meeting or direct two-way
communication between the general meeting and the shareholder. The articles of association may also regulate voting by
submitting votes before the general meeting or in the course thereof, without the shareholder or their representative having to
be present at the venue of the general meeting, or by submitting their votes in writing before the date of the general meeting
(voting by correspondence). The conditions must be stipulated so as to allow the company to verify the identity of the person
entitled to exercise the voting right and determine the shares attached to the exercised voting right; otherwise, votes submitted
by means of this procedure and the participation of shareholders voting in this manner shall not be taken into account.
Shareholders who exercise the right according to this Subsection shall be considered present at the general meeting.

           (3) The articles of association or decision preceding the convening of the general meeting may designate the day that
is decisive for attending the general meeting. The decisive day cannot precede the date of the general meeting by more than 30
days. If the company’s shares are accepted for trading on the European regulated market, the decisive day for attending the
general meeting is always the seventh day before the date of the general meeting; the first sentence shall not apply. A company
that has issued book-entered shares is obliged to procure an issue statement from the records of book-entered securities as of
the decisive day at the latest by the day of the general meeting.

           (4) Power of attorney for representation at the general meeting must be executed in writing and must state whether it
is granted for representation at one or more general meetings within a certain period. It is deemed that the person entered in the
records of investment instruments or records of book-entered securities as the administrator or as the person entitled to
exercise rights attached to the shares is entitled to represent the shareholder when exercising all the rights attached to the
shares administered on the given account, including voting at the general meeting. The person shall demonstrate their identity
by means of a statement from the records of investment instruments or records of book-entered securities; this is not required if,
for the purpose of exercising the rights attached to shares, the company is itself obliged to request a statement from the records
of investment instruments or statement from the records of book-entered securities.

         (5) The entitled representative is obliged to inform the shareholders sufficiently in advance before the general meeting
about any facts that could be important to the shareholder when assessing whether there is any threat of conflict between the
shareholder’s interests and those of the entitled representative. Members of company organs may accept authorisation by a
shareholder only if the shareholder publishes the information according to the first sentence along with the invitation to the
general meeting or notice of convening the general meeting.

           (6) The shareholder need not exercise the voting rights attached to all of their shares in the same manner; this applies
also to the shareholder’s entitled representative.

                                                                Section 184a

           (1) The general meeting is held at least once a year within the deadline stipulated by the articles of association, but at
the latest within 6 months from the last day of the accounting period. It shall be convened by the board of directors or a member
thereof if the board of directors does not resolve on its convening without undue delay and the law stipulates the obligation to
convene the general meeting, or the board of directors is incapable of passing resolutions for an extended term, unless this Act
stipulates otherwise.

           (2) The board of directors is obliged to publish the invitation to the general meeting or a notice of convening in the
manner designated by the law and articles of association. For a company with registered shares, the board of directors
publishes the invitation by sending it to all the shareholders at their registered offices or residential addresses indicated in the
list of shareholders at least 30 days before the date of the general meeting. For a company with bearer shares, the board of
directors publishes a notice of convening of the general meeting in the Commercial Bulletin and by other appropriate means set
out by the articles of association within this deadline. If the owner of bearer shares establishes a lien on at least one share in
favour of the company as security for payment of the costs for sending a notice of convening a general meeting and requests
the sending of such notification to the address indicated in the request, the company is obliged to send notification to this
address at the shareholder’s expense.

             (3) The invitation to the general meeting or notice on convening the general meeting shall contain at least the
following:

a) the company’s business name and registered office,

b) the venue, date and time of the general meeting,

c) identification of whether an annual, extraordinary or substitute general meeting is being convened,

d) the agenda of the general meeting,

e) the decisive day for participation at the general meeting, if designated, and explanation of its importance for voting at the
general meeting.

            (4) The venue, date and time of convening the general meeting must be indicated so as to restrict the shareholder’s
ability to attend the general meeting as little as possible.

          (5) The general meeting may be cancelled or postponed to a later date. The cancellation or postponing of the general
meeting must be announced in the manner stipulated by the law and articles of association for convening the general meeting,
at least one week before the announced date of its convening; otherwise, the company is obliged to compensate the
shareholders who arrived according to the original invitation or original notice for their efficiently incurred costs. An extraordinary
general meeting convened under Section 181 may be cancelled or postponed to a later date only if requested by the
shareholders stipulated therein. When designating a new date for the general meeting, the deadline under Subsection 2 or
Section 181 Subsection 2 must be observed.

            (6) If the agenda of the general meeting is to include an amendment of the company’s articles of association, the
invitation to the general meeting or notice on convening must at least characterise the substance of the proposed amendments
and the draft amendment to the articles of association must be available for viewing to shareholders at the company’s registered
office within the deadline stipulated for convening the general meeting. The shareholder is entitled to request that a copy of the
draft of the articles of association be sent to them at their own expense and risk. Shareholders must be informed of this right in
the invitation to the general meeting or the notice on convening a general meeting.

                                                                  Section 185

         (1) The general meeting has a quorum if the attending shareholders hold shares the nominal value of which exceeds
30% of the company’s registered capital, unless the articles of association require greater participation.

           (2) The attending shareholders are registered in an attendance list, which contains the commercial name or
designation and registered office of the legal entity or name and residential address of the natural person that is the shareholder
or their representative, if applicable, the numbers of the certificated shares and the nominal value of shares that entitle the
shareholder to vote, as well as any information that the share does not entitle the shareholder to vote, if applicable. In the
attendance list, shareholders who have attended the general meeting by means of the procedure under Section 184 Subsection
2 shall be indicated separately in the attendance list, where the manner in which their identity and the identity of the shares was
verified shall always be indicated. If the company refuses to enter a certain person into the attendance list, it shall indicate this
fact in the attendance list, including the reason for refusal. The accuracy of the attendance list is confirmed by the signatures of
the chairperson of the general meeting and minutes clerk elected according to the articles of association.

           (3) If the general meeting does not have a quorum, the board of directors shall convene a substitute general meeting.
The substitute general meeting is convened by the board of directors by means of a new invitation or new notice in the manner
stipulated in Section 184a Subsection 2, where the deadline indicated therein is shortened to 15 days. The invitation must be
sent and the notice on convening the general meeting published at the latest within 15 days from the day upon which the
original general meeting was convened. The substitute general meeting must be held within six weeks from the day upon which
the original general meeting was convened. The substitute general meeting must have an unchanged agenda and has a
quorum regardless of the provisions of Subsection 1.

           (4) Matters which were not included in the proposed agenda of the general meeting may be decided only with the
participation and consent of all company shareholders.

                                                                  Section 186

           (1) The general meeting decides by a majority of the votes of attending shareholders, unless this Act requires a
different majority. The articles of association may designate a higher number of votes required to adopt a resolution.
           (2) The general meeting decides on the matters under Section 187 Subsection 1 Paragraphs a), b), c) and k) and on
winding up the company with liquidation and the proposal for division of the liquidation balance by at least two thirds of the votes
of the attending shareholders. If the general meeting decides on an increase or reduction of the registered capital, the consent
of at least two thirds of the votes of the attending shareholders of each type of share issued by the company, or in lieu of which
interim certificates were issued, is also required.

          (3) A decision of the general meeting on a change of the type or form of shares, on the change of rights attached to a
certain type of share, on limitation of the transferability of registered shares and on elimination of shares from trading on the
European regulated market or foreign market similar to a regulated market also requires the consent of at least three quarters of
the votes of attending shareholders who hold these shares.

           (4) The general meeting decides on the exclusion or limitation of the priority right to acquire exchangeable or priority
bonds, on the exclusion or limitation of the priority right to subscribe new shares under Section 204a, on the approval of a
controlling agreement (Section 190b), on the approval of an agreement on the transfer of profit (Section 190a) and the
amendment thereof, and on the increase of registered capital by means of non-monetary contributions, by at least three
quarters of the votes of the attending shareholders. If the company has issued several types of shares, the consent of at least
three quarters of the votes of attending shareholders for each type of share is also required for the decision of the general
meeting.

          (5) Decisions of the general meeting on the merger of shares require the consent of all shareholders whose shares
are to be merged.

          (6) A notarial deed must be drawn up of the decisions under Subsection 2 through 5. The notarial deed on the
decision on amending the articles of association must also include the approved text of the amended articles of association.

                                                                Section 186a

           (1) If the general meeting decides to eliminate subscriber securities from trading on the Czech or foreign regulated
market, the company is obliged to make a public offer of a contract within 30 days from this decision. The public offer of a
contract must be designated for those persons who were the owners of the company’s subscriber securities as of the date of the
general meeting and who did not vote for elimination of the subscriber securities of which they were the owners as of that date
from trading on the official market, or did not attend the general meeting, and who did not waive their right to sell to the company
the subscriber securities of which they were the owners as of the date of the general meeting. The declaration as regards the
waiver of rights must be made in writing with an officially verified signature or be made at the general meeting. The declaration
as regards the waiver of rights at the general meeting shall be entered in the notarial deed of the general meeting’s decision.
The waiver of rights also has legal effects with respect to the shareholder’s legal successor. In case of doubt, it applies that a
person which accepted the public offer of a contract was the owner of the company’s subscriber securities at the time of the
general meeting and was the owner of the number of subscriber securities that they indicated in their acceptance of the public
offer of a contract. The notarial deed of the general meeting’s decision must name the owners of the subscriber securities that
voted for elimination from trading on the European regulated market or foreign market similar to a regulated market.

           (2) The board of directors is obliged to announce the general meeting’s decision on the elimination of subscriber
securities from trading on the European regulated market or foreign market similar to a regulated market without undue delay to
the Securities Commission and organiser of the regulated market on which the securities are traded, and publish it in the
manner stipulated by the law and articles of association for convening a general meeting.

            (3) If the general meeting decides to change the type of shares or limit the transferability of registered shares or
impose a stricter limitation, the company is obliged to make a public offer of a contract within 30 days from the day of entry of
these facts into the Commercial Register. The public offer of a contract concerns this type or this form of shares and must be
designated for the owners of the shares or the interim certificates replacing them who were shareholders in the company as of
the date of the general meeting and who did not vote for changing the type of shares or for limiting the transferability of
registered shares of which they were the owners as of such date, or did not attend the general meeting, and who did not waive
their right to sell such shares to the company. The declaration as regards the waiver of rights must be made in writing with an
officially verified signature or be made at the general meeting. The declaration as regards the waiver of rights at the general
meeting shall be entered in the notarial deed of the general meeting’s decision. The waiver of rights also has legal effects with
regards to the shareholder’s legal successor. In case of doubt, it applies that a person who accepted the public offer of a
contract was a shareholder in the company at the time of the general meeting and was the owner of the number of shares or
interim certificates indicated in their acceptance of the public offer of a contract. The notarial deed of the general meeting’s
decision must name the shareholders who voted for changing the type of shares or for limiting the transferability of registered
shares. The board of directors is obliged to announce without undue delay the day as of which the change in the type of shares
or the limitation of the transferability of shares was entered into the Commercial Register in the manner stipulated by law and
the articles of association for convening a general meeting.

          (4) The company is obliged to pay the purchase price of subscriber securities acquired based on the public offer of a
contract at the latest within 1 month from the day after the expiry date of the binding term of the public offer of a contract under
Section 183a.

          (5) Company shareholders who voted for the changing the type of shares, limiting the transferability of shares,
imposing stricter limitations or for eliminating subscriber securities from trading on the European regulated market or foreign
market similar to a regulated market are obliged to buy securities from the company which the company acquired according to
the previous provisions for the price which the company paid for them, within three months from the day when the company
purchased them, according to the ratio of the nominal values of their shares increased by interest in the amount of the interest
rate required by banks for the provision of a corresponding loan at the time when the company made the public offer of a
contract. This shall not apply if the company is able to sell the shares more profitably.

                                                                Section 186b
          (1) If the general meeting has decided on a change in the type or form of shares or on splitting shares into several
shares of a lower nominal value or merging several shares into one share, the company may issue new shares or stipulate a
deadline for the submission of certificated shares for exchange only after this change has been entered into the Commercial
Register.

         (2) Section 214 shall apply to the procedure of exchanging shares for shares of a different type or form, or during the
exchange of shares after they have been split or several shares merged into one share. The provisions of Section 213a
Subsection 2 and 3 shall apply as appropriate.

                                                                 Section 186c

           (1) When assessing the competence of the general meeting to make decisions and when voting at the general
meeting, shares and interim certificates to which voting rights are not attached are not taken into account; this applies also if the
voting rights attached to them cannot be exercised.

           (2) The shareholder cannot exercise a voting right:

a) attached to an interim certificate if the shareholder is in default of payment of the issue price for unpaid shares or a part
thereof,

b) if the general meeting is deciding on their non-monetary contribution,

c) if the general meeting is deciding about whether or not the shareholder or person with whom they are acting in concert should
be relieved of an obligation or removed from their function as a member of a company organ for having breached obligations
during the execution of that function,

d) in other cases stipulated by the law.

         (3) The prohibition on exercising voting rights stipulated in Subsection 2 Paragraph b) through d) applies also to
shareholders who are acting in concert with a shareholder who cannot exercise voting rights.

         (4) The prohibition on exercising voting rights under Subsection 2 and 3 does not apply in the event that all the
shareholders are acting in concert (Section 66b).

                                                                 Section 186d

                                                 Agreement on Exercising Voting Rights

           (1) Any agreement through which the shareholder undertakes:

a) to abide by the instructions of the company or any of its organs on how they are to vote when voting, or

b) to vote for the proposals submitted by the company’s organs, or

c) to exercise their voting rights in a certain manner or to not vote as consideration for advantages provided by the company,
shall be invalid.

           (2) Any provisions of the articles of association which bind the shareholder to a procedure under Subsection 1 are
invalid.

                                                                 Section 187

           (1) The competences of the general meeting include:

a) decisions on the amendment of the articles of association, if these do not concern an increase of the registered capital by the
board of directors under Section 210 or a change which has occurred based on other legal facts,

b) decisions on the increase or reduction of the registered capital or authorisation of the board of directors under Section 210 or
on the possibility of offsetting a financial receivable towards the company against the receivable for payment of the issue price,

c) decisions on reduction of the registered capital and on the issuance of bonds under Section 160,

d) the election and removal of members of the board of directors, unless the articles of association set out that they are elected
and removed by the supervisory board (Section 194 Subsection 1),

e) the election and removal of members of the supervisory board and other organs designated by the articles of association,
with the exception of members of the supervisory board elected and removed under Section 200,

f) the approval of the annual or extraordinary financial statements and consolidated financial statements, and in the cases
stipulated by law also the interim financial statements, decisions on the division of profit or other resources of the company or on
determining fees and decisions on payment of losses,

g) decisions on the remuneration of members of the board of directors and supervisory board,

h) decisions on filing an application for acceptance of the company’s subscriber securities for trading on a European regulated
market or foreign market similar to a regulated market or their removal from trading,

i) decisions on winding up the company with liquidation, the appointment and removal of a liquidator, including determination of
the value of his/her remuneration, the approval of the proposal for division of the liquidation balance,

j) decisions on mergers, transfer of assets to one shareholder or division, or on a change of legal form,

k) the approval of the agreements listed in Section 67a,

l) the approval of acts undertaken in the name of the company prior to its foundation under Section 64,

m) the approval of the controlling agreement (Section 190b), agreement on the transfer of profit (Section 190a) and agreement
on silent partnership and the amendment thereof,

n) decisions on other issues, which this Act or the articles of association include into the competences of the general meeting.

          (2) The general meeting cannot reserve to itself the right to make decisions on matters which are not entrusted to it by
law or the articles of association.

                                                                  Section 188

          (1) The general meeting elects its chairperson, minutes clerk, two minutes verifiers and persons entrusted to count
votes. Until the election of a chairperson, the general meeting is chaired by the member of the board of directors authorised to
do so by the board of directors, unless this Act stipulates otherwise.

          (2) The minutes of the general meeting shall contain:

a) the company’s business name and registered office,

b) the venue and date of the general meeting,

c) the name of the chairperson of the general meeting, minutes clerk, minutes verifiers and persons entrusted to count votes,

d) a description of the discussion of individual points on the agenda of the general meeting,

e) decisions of the general meeting, indicating the results of voting,

f) the contents of any protest from a shareholder, member of the board of directors or supervisory board concerning the
decisions of the general meeting, if requested by the protesting person.

          (3) The proposals and declarations submitted at the general meeting for discussion and the attendance list of those
present at the general meeting shall be attached to the minutes.

                                                                  Section 189

         (1) The board of directors ensures the drawing up of the minutes from the general meeting within 30 days of its
conclusion. The minutes are signed by the minutes clerk and chairperson of the general meeting, and two elected verifiers.

           (2) Each shareholder may ask the board of directors to issue a copy of the minutes or a part thereof for the entire
duration of the company’s existence. Unless the company’s articles of association stipulate otherwise, the copy of the minutes
or a part thereof is drawn up at the expense of the shareholder that requests its issuance.

          (3) Minutes from the general meeting together with the notice or invitation to the general meeting and attendance list
of attending shareholders are stored in the company archive throughout the company’s existence. The liquidator shall ensure
the archiving or safekeeping of these minutes for a period of ten years after the company ceases to exist. If the company is
wound up without liquidation and the company’s assets are transferred to a legal successor, the minutes are stored in the
archive of the legal successor just as the minutes of this successor.

                                                                  Section 190

           (1) If the company has a single shareholder, a general meeting is not held and competences of the general meeting
are carried out by this shareholder. A shareholder’s decision when carrying out the competence of the general meeting must be
in writing and must be signed by the shareholder. The decision of the shareholder must be in the form of a notarial deed in
those cases when a general meeting draws up a notarial deed on its decisions. The provisions of Section 186c Subsection 2
and 3 shall not apply.

          (2) The single shareholder is entitled to require that the board of directors and supervisory board participate in the
decision-making under Subsection 1. The written decision of the single shareholder must be delivered to the board of directors
and supervisory board.

           (3) Contracts concluded between a company and the single shareholder in this company, if this shareholder is also
acting in the name of the company, must be in the form of a notarial deed or written form, and the document must be signed
before an organ authorised to perform legalisation.

                                                                 Section 190a
                                                      Agreement on Transfer of Profit

          (1) With an agreement on transfer of profit, the controlled person undertakes to transfer the remaining profit or a part
thereof credited to the controlling person, following allocation to the reserve fund, if the creation of a reserve fund is required by
law or the document of association. The agreement on transfer of profit must also contain the controlling person’s obligation with
respect to shareholders who are not parties to the agreement (hereinafter referred to as “outside shareholders”) to provide them
with appropriate settlement, unless the company has no such shareholders.

           (2) Appropriate settlement under Subsection 1 must be provided annually throughout the duration of the agreement
and at least in the amount that would probably be divided as a share in profit allocated to the shares of a certain nominal value
or to the given shareholder’s business share based on the company’s financial results to date and expected future financial
results, taking into account the commensurate depreciation and provisions. If the agreement on transfer of profit pertains only to
a part of the profit, the value of adequate settlement shall be reduced proportionally.

           (3) The agreement on transfer of profit is valid even if the settlement under Subsection 1 is inadequate. Outside
shareholders are entitled to seek determination of appropriate settlement by the court. The civil action must be filed within 3
months after publication of the deposit of the agreement on transfer of profit into the Collection of Documents, otherwise this
right shall expire. The court decision designating the value of an appropriate settlement for the outside shareholder is binding for
the controlling person and other outside shareholders in terms of the basis of the accorded right.

                                                                 Section 190b

                                                           Controlling Agreement

           (1) With a controlling agreement, one contractual party (controlled person) undertakes to be subjected to the common
management by another party (controlling person). If the controlling agreement includes the controlled person’s obligation to
transfer their profit or a part thereof to the controlling person, the provisions of Section 190a shall similarly apply..

           (2) The controlling person is entitled to give the controlled person’s statutory bodies instructions, even instructions that
may be disadvantageous for the controlled person, if they are in the interest of the controlling person or other persons that form
a group with it. This does not affect the obligation of the persons constituting the statutory body of the controlled person or its
members to act with due managerial care. Other persons or other organs of the controlled person are not entitled to give the
statutory body of the controlled person instructions which are contrary to the instructions of the controlling person.

          (3) The persons who give the controlled person’s statutory body instructions in the name of the controlling person are
obliged to proceed with due managerial care. If they breach this obligation, they are obliged jointly and severally to compensate
the damage incurred by the controlled person as a result. If there is doubt as to whether these persons proceeded with due
managerial care, they shall bear the burden of proof. The controlling person is liable for the fulfilment of obligations due to the
compensation of damage.

          (4) Each shareholder may exercise the right to compensation of damage on behalf of the controlled person. The
provisions of Section 182 shall apply as appropriate.

         (5) If the controlled person’s creditors incur damage in consequence of the breach of the obligations under Subsection
3, persons who breached this obligation shall be jointly and severally liable for damage incurred by the creditor, if the creditor’s
claim cannot be satisfied from the assets of the controlled person. The controlling person is liable for the obligation to
compensate damage.

          (6) Persons who constitute the statutory body of the controlled person or are a member thereof are liable for such
incurred damages together with the parties mentioned in Subsection 3 and 5, if they failed to proceed with due managerial care.
Such persons shall not be liable for damage if they acted according to instructions given in accordance with the provisions of
Subsection 2.

                          Joint Provisions on Controlling Agreements and Agreements on Transfer of Profit

                                                                 Section 190c

           (1) The controlling agreement or agreement on transfer of profit must be concluded in writing and must also contain
the obligation with respect to outside shareholders to conclude, upon written request, an agreement on the paid transfer of their
shares, interim certificates or business shares (hereinafter referred to as an “agreement on paid transfer”) for a price
commensurate to the value of their shares, interim certificates or business shares (hereinafter referred to as “compensation”),
unless the company has no such shareholder. The provisions of Section 186a Subsection 6 shall apply as appropriate. The
deadline for payment of compensation must be no longer than 1 month from the date of concluding the agreement on paid
transfer. The value of compensation or manner of its determination must be indicated in the controlling agreement or agreement
on transfer of profit. The right to request the conclusion of an agreement on paid transfer may be time-limited. In this case, the
deadline for application of this right must not be less than 3 months from the effective date of the controlling agreement or
agreement on transfer of profit. For the purposes of this provision, shares, interim certificates and business shares shall be
considered transferable without limitation.

           (2) If the value of compensation is not stipulated in accordance with Subsection 1 in the controlling agreement or
agreement on transfer of profit, the agreement shall nonetheless remain valid. Outside shareholders are entitled to seek
determination of appropriate compensation by the court. The civil action must be filed within 3 months after publication of a
notice on the deposit of the controlling agreement or agreement on transfer of profit into the Collection of Documents, or after
conclusion of an agreement on paid transfer; otherwise, this right shall expire. The court’s decision that determines the value of
appropriate compensation to the outside shareholder is binding for the controlling person in terms of the basis of the accorded
right also with respect to other outside shareholders.
           (3) The controlling agreement or agreement on transfer of profit may be cancelled only with effect as of the last day of
the accounting period. Any retroactive effect is not permitted. The legal act that results in cancellation of the agreement must be
in writing. Where the agreement is to be cancelled on the basis of a legal act, the consent of the general meeting and outside
shareholders is required in order for this legal act to be effective, if the controlling agreement or agreement on transfer of profit
contains an obligation to provide settlement or compensation. The provisions of Section 190d Subsection 1 of the last sentence
shall similarly apply. The provisions of Section 190e, 190g and 190h shall apply as appropriate.

           (4) The controlling or controlled person is entitled to withdraw from the controlling agreement or agreement on transfer
of profit only for material reasons, in particular if the other contractual party is unable to fulfil their obligations from the
agreement. Withdrawal shall be effective from the day of delivery of the notice of resignation to the other contractual party. The
controlled person is also entitled to withdraw from the agreement if by decision of the court the compensation accorded to
outside shareholders in the controlling agreement or agreement on transfer of profit is inadequate; they may withdraw within a
deadline of 2 months from this decision entering full force and effect.

           (5) If a controlling agreement or agreement on transfer of profit was concluded and the controlled person’s financial
result is a loss, the controlling person is obliged to pay this loss if it cannot be paid from the controlled person’s reserve fund or
other available resources.

         (6) If the controlling agreement or agreement on transfer of profit comes into effect on a day other than the first day of
the accounting period, the controlled person shall draw up interim financial statements as of the day before the effective date of
the agreement. If the controlling agreement or agreement on transfer of profit expires as of a different day than the last day of
the accounting period, the controlled person shall draw up interim financial statements as of the expiry date of the agreement.

                                                                  Section 190d

           (1) In the case of a joint stock company or limited liability company, the controlling agreement or agreement on
transfer of profit must be approved by the general meeting by at least three quarters of the votes of attending shareholders,
notwithstanding whether the company is the controlling or controlled person, unless the articles of association require a higher
number of votes; otherwise, it is invalid. A notarial deed must be drawn up of the decision of the general meeting that approves
the controlling agreement or agreement on transfer of profit. If an unlimited company or limited partnership is party to a
controlling agreement or agreement on transfer of profit, it must be signed by all the members with unlimited liability.

           (2) The controlling agreement or agreement on transfer of profit cannot come into effect before the date of publication
of a notice on the deposit of the agreement into the Collection of Documents at the register court.

                                                                  Section 190e

           (1) The statutory body of the person who has concluded a controlling agreement or agreement on transfer of profit
(hereinafter referred to as the “contractual party”) shall draw up a written report for the shareholders or members in which it shall
explain the reasons for concluding the agreement and in particular clarify the value of settlement and compensation. The
statutory bodies of all or some of the contractual parties may draw up a joint report.

           (2) If by indicating certain information in the report substantial detriment to the contractual party or their controlling or
controlled person could be caused, or if such information constitutes the subject of a business secret of the contractual party or
their controlling or controlled person, or constitutes confidential information under special legal regulation, it cannot be stated in
the report. However, the report must contain some notice on why the respective information is not provided.

            (3) A report is not required if all the shareholders or members of the contractual party have expressed their consent or
if all the shareholders or members of the contractual party constitute its statutory body or are members thereof. The declaration
on granting consent must be in writing with an officially verified signature or must be made at the general meeting or members’
meeting. The declaration as regards the waiver of rights at the general meeting or members’ meeting shall be indicated in the
notarial deed on the decision of the general meeting or members’ meeting. The waiver of rights also has legal effects with
respect to the legal successor of the shareholder or member.

                                                                  Section 190f

          (1) The draft controlling agreement or agreement on transfer of profit is reviewed on behalf of each of the contractual
parties by an expert appointed by the court, or jointly by two experts appointed by the court for all the participating contractual
parties. The provisions of Section 59 Subsection 3 shall similarly apply to the procedure for appointing, removing and
remunerating the expert.

          (2) The petition to appoint an expert is submitted by the contractual party. The petition for appointment of joint experts
is submitted jointly by both contractual parties.

          (3) The expert or experts draw up a written report on the results of their review of the controlling agreement or
agreement on transfer of profit (hereinafter referred to as the “expert’s report on the agreement”). If joint experts were
appointed, they shall process a joint expert’s report on the agreement. The expert’s report on the agreement is an expert’s
report under a special Act.

          (4) In addition to the requirements stipulated under the special Act, the expert’s report on the agreement must also
contain the conclusion that the proposed settlement and proposed compensation are appropriate. The expert’s report on the
agreement must also state:

a) the methods according to which settlement or compensation, as applicable, was determined,
b) the reasons for which the use of these methods is appropriate,

c) the level of settlement or compensation, as applicable, that follows from the individual methods, if several methods were
used; at the same time, it must be stated what weight was accorded the individual methods and the results arising from them,
and what difficulties arose in determining the value of the settlement or compensation.

          (5) The expert is entitled to request from the contractual parties, their controlling and controlled persons, all
information and documents required to draw up the expert’s report, and is entitled to conduct the necessary investigations of
these parties. The provisions of Section 190e Subsection 2 shall similarly apply hereto.

           (6) The expert or experts shall submit the expert’s report on the agreement to the statutory bodies of the contractual
parties. These experts’ reports on the agreement must be sent to all shareholders of the contractual parties, if the contractual
party has the legal form of an unlimited company or limited partnership, or they must be made available for unrestricted viewing
to the shareholders or members of the contractual parties attending the general meeting or members’ meeting that is to approve
the draft controlling agreement or agreement on transfer of profit, if the contractual party has the legal form of a limited liability
company, joint stock company or cooperative.

          (7) An expert’s report on the agreement is not required if all the shareholders or members of the contractual party
express their consent, or if all the shareholders or members of the contractual party constitute the statutory body or a member
thereof of the contractual party. The declaration on granting consent must be in writing with an officially verified signature, or it
must be made at the general meeting or members’ meeting. The declaration as regards the waiver of rights at the general
meeting or members’ meeting shall be entered in the notarial deed of the decision of the general meeting or members’ meeting.
The waiver of rights also has legal effects with respect to the legal successor of the shareholder or member.

                                                                   Section 190g

           (1) From the date of publication of the notice on convening the general meeting or members’ meeting, or from the date
on which the invitation to the general meeting or members’ meeting was sent, or for at least 15 days before signing the
agreement in the case of an unlimited company or limited partnership, all shareholders or members are entitled to become
familiar at the contractual party’s registered office with:

a) the controlling agreement or agreement on transfer of profit,

b) the reports of statutory bodies, if required,

c) the experts’ reports on the agreement or joint expert’s report on the agreement, if required,

d) the annual reports and audit reports, if the contractual party’s financial statements are subject to verification by an auditor, for
the past 3 accounting periods, if the contractual party has existed for this period of time; or with the equivalent financial
statements and audit reports of the legal predecessor, if this contractual party had a legal predecessor.

         (2) The contractual party shall issue without undue delay a duplicate or statement from the documents listed in
Subsection 1 free of charge, if required, to each shareholder or member of any contractual party that requests them.

                                                                   Section 190h

          (1) The documents listed in Section 190g Subsection 1 must be available to the shareholders or members for viewing
at the general meeting or members’ meeting, if requested. At the beginning of the general meeting or members’ meeting, the
statutory body of the contractual party shall clarify the controlling agreement or agreement on transfer of profit to the
shareholders or members. Before voting on approval of the agreement, the statutory body shall familiarise the shareholders or
members with the expert’s report on the agreement.

         (2) Each shareholder or member who requests it at the general meeting or members’ meeting is entitled to information
concerning the other contractual parties, if such information is important in terms approving the controlling agreement or
agreement on transfer of profit. The provisions of Section 190e Subsection 2 shall similarly apply hereto.

                                                                   Section 190i

          The provisions of Section 190c Subsection 3 of the first through fourth sentence, and Section 190d Subsection 1 of
the last sentence, shall apply to an agreement on amending the controlling agreement or agreement on transfer of profit. The
provisions of Section 190e, 190g and 190h shall apply as appropriate.

                                                                   Section 190j

          (1) The controlling agreement and agreement on transfer of profit shall be terminated as of the date when the
controlled person is dissolved.

          (2) If the controlling person ceases to exist due to a merger, transfer of assets to a shareholder or division, the
successor organisation is entitled to withdraw from the controlling agreement or agreement on transfer of profit within one month
from entry of the merger or division into the Commercial Register. This does not affect the provisions of Section 190i.

           (3) Other cases of transformation do not affect the duration of the rights and obligations of the participating companies
arising from the controlling agreement or agreement on transfer of profit.

                                                              Board of Directors
                                                                Section 191

           (1) The board of directors is the statutory body which manages the company’s activity and acts in its name. The board
of directors decides on all company matters, provided these are not reserved by law or the articles of association to the
competence of the general meeting or supervisory board. Unless the articles of association suggest otherwise, each member of
the board of directors acts externally in the name of the company on behalf of the board of directors. The members of the board
of directors who obligate the company and the manner in which they do so are entered into the Commercial Register.

           (2) The articles of association, decisions of the general meeting or supervisory board may limit the board of directors’
right to act in the name of the company, but these limitations are not effective with respect to third parties.

                                                                Section 192

           (1) The board of directors ensures business management, including due administration of the company’s accounting
and submits the annual, extraordinary and consolidated financial statements, as well as the interim financial statements, if
applicable, and the proposal for division of profit or payment of losses to the general meeting for approval in accordance with
the company’s articles of association. These financial statements or selected data from them, indicating the time and venue the
financial statements are available for viewing to shareholders, shall be sent to shareholders with registered shares at least 30
days before the general meeting. If the company has issued bearer shares, the main data from these financial statements shall
be published within the same deadline and manner designated by the law and articles of association for convening a general
meeting, indicating the time and venue the financial statements are available for viewing to company shareholders.

          (2) The board of directors submits a management report on the company’s entrepreneurial activities and balance of
assets to the general meeting within the deadlines stipulated by the articles of association, but at least once per accounting
period. This report is always a part of the annual report drawn up under special legal regulation.

                                                                Section 193

          (1) The board of directors shall convene a general meeting without undue delay after it finds that the company’s total
losses based on any financial statements have attained such a value that upon their payment from the company’s available
resources, the unpaid loss would be equal to half of the registered capital, or if this may reasonably be assumed, or if it finds
that the company is insolvent, and shall propose the winding up of the company or other measures to the general meeting,
unless a special legal regulation stipulates otherwise.

           (2) The conclusion of a contract based on which the company is to acquire or dispose of assets, if the value of the
assets acquired or disposed of in the course of one accounting period exceeds one third of equity as calculated from the last
annual financial statements or consolidated financial statements, if the company draws up consolidated financial statements,
requires consent from the supervisory board. If the company issued subscriber securities that were accepted for trading on a
European regulated market, the consent of the general meeting is also required. The provisions of Section 196a Subsection 4
shall similarly apply.

                                                                Section 194

           (1) Members of the board of directors are elected and removed by the general meeting. The articles of association
may designate that members of the board of directors are elected and removed by the supervisory board in the manner
designated therein. The term of office of individual members of the board of directors is determined by the articles of association
and must not exceed five years. If the articles of association do not designate the term of office for members of the board of
directors, this term shall be five years. If members of the board of directors are elected by the supervisory board, the persons
elected as members of the supervisory board shall elect the first members of the board of directors before submission of the
application to enter the company into the Commercial Register. The provisions of the articles of association regulating the
proceedings of the supervisory board shall similarly apply to the procedure for electing the members of the board of directors. If
members of the board of directors are elected by the supervisory board, it shall also approve the agreements on performance of
an office under Section 66 Subsection 2 and payment under Section 66 Subsection 3 in lieu of the general meeting.

           (2) If a member of the board of directors dies, resigns, is removed or their term of office is otherwise terminated, the
respective company organ must elect a new member of the board of directors within three months. If the board of directors is
unable to fulfil its functions for this reason, the missing members or member of the board of directors shall be appointed by the
court based on a proposal from the party that demonstrates their legal interest. Such court appointed member or members shall
serve for a term until the new members or member are elected by the respective company organ; otherwise, the court may wind
up company even without a petition and order its liquidation. The provisions of Section 71 Subsection 2 of the second, third,
fourth and fifth sentence and Subsection 6 and 7 shall similarly apply. The locally competent court to appoint the member of the
board of directors is the company’s general court; the participants in the proceedings are the petitioner, the company, if there is
a person entitled to act in its name or on its behalf, and the person that is to be appointed as the member of the board of
directors by the court. The office of the member of the board of directors expires upon election of a new member of the board of
directors, but at the latest after the elapse of three months from the expiry of his/her term of office. The articles of association
may designate that a board of directors whose number of members elected by the general meeting has not declined to less than
half may appoint substitute members until the next general meeting.

         (3) The board of directors has at least three members; this does not apply to companies with a single shareholder.
The members of the board of directors elect a chairperson. The board of directors decides by a majority of the votes of its
members, the size of the majority being designated by the articles of association; otherwise by a simple majority of the votes of
all members. Each member of the board of directors has one vote.

          (4) The board of directors abides by the principles and instructions approved by the general meeting, provided these
are in accordance with legal regulations and the articles of association. Their breach has no impact on the effects of the actions
of board of directors members with respect to third parties. Unless this Act stipulates otherwise, nobody is entitled to give the
board of directors instructions concerning the company’s business management.

           (5) The members of the board of directors are obliged to exercise their competences with due managerial care and to
not disclose confidential information and facts the disclosure of which to third parties could be detrimental to the company. If
there is doubt as to whether a member of the board of directors acted with due managerial care, the burden of proof that he/she
acted with due managerial care is borne by the given member of the board of directors. Members of the board of directors who
cause damage to the company by breaching their legal obligations when exercising the competences of the board of directors
are jointly and severally liable for such damage. Any agreement between the company and member of the board of directors or
any provisions of the articles of association excluding or limiting the board of directors’ member’s liability for damages shall be
invalid. The members of the board of directors are liable for damage incurred by the company when fulfilling the instructions of
the general meeting only if the general meeting’s instructions were contrary to legal regulations.

            (6) The members of the board of directors who are liable to the company for damage shall be jointly and severally
liable for the company’s liabilities if the responsible member of the board of directors has failed to settle such damage and the
creditors cannot achieve satisfaction of their receivables from the company’s assets due to its insolvency or because the
company has suspended payments. The scope of liability is limited by the scope of the obligation of the board of directors’
members to settle damage. The liability of the member of the board of directors expires once he/she settles the incurred
damage.

           (7) A member of the board of directors may only be a natural person that has attained the age of 18 years, who is fully
qualified to undertake legal acts, is of unimpeachable character (in the meaning of the Trades Licensing Act) and on whose part
there is no impediment to conducting a trade according to the Trades Licensing Act. A person that does not fulfil the foregoing
conditions or on whose part there is an impediment to execution of the function shall not become a member of the board of
directors, even if the respective organ has decided on this. If the member of the board of directors ceases to fulfil the conditions
stipulated for execution of the function by this Act or by a special legal regulation, his/her position thereby expires, unless this
Act stipulates otherwise. This shall not affect the rights of third parties acquired in good faith.

                                                                 Section 195

          (1) Minutes are taken of the course of the board of directors’ meeting and its decisions, signed by the chairperson of
the board of directors and the minutes clerk.

          (2) The minutes from the board of directors’ meeting must contain the names of the members of the board of directors
who voted against the individual resolutions of the board of directors or refrained from voting. Unless proven otherwise, it
applies that members who are not indicated voted for adopting the resolution.

                                                                 Section 196

                                                            Ban on Competition

          (1) If no other limitations follow from the articles of association or resolution of the general meeting, the member of the
board of directors must not:

a) conduct entrepreneurial activity in the same or similar sector of entrepreneurial activity as the company or enter business
relations with the company,

b) mediate or procure the company’s business for other persons,

c) participate in the entrepreneurial activity of a different company as a shareholder with unlimited liability or as a controlling
person of a different entity with the same or similar subject of entrepreneurial activity,

d) carry out activities as a statutory body or member of a statutory or other body of a different legal entity with the same or
similar subject of entrepreneurial activity, unless it is a group.

          (2) Any breach of these provisions shall have the consequences listed in Section 65.

           (3) If the member of the board of directors performs work for the company based on an employment contract or other
contract in lieu thereof, such relation shall not be considered a business relation.

                                                                Section 196a

           (1) The company may conclude a loan or credit agreement with a member of the board of directors, supervisory
board, authorised signatory or other person entitled to conclude such an agreement in the name of the company or persons
related to them, or an agreement the content of which is to secure these persons’ liabilities, or to transfer the company’s assets
to these persons free of charge, only with prior consent from the general meeting and only under the customary conditions in
business relations.

             (2) If the persons listed in Subsection 1 are also entitled to act in the name of other persons, the provisions of
Subsection 1 shall similarly apply to the fulfilment stated therein in favour of this other person. Consent from the general
meeting is not required where the provision of a loan or credit by a controlling person to a controlled person or the securing of a
liability of the controlled person by the controlling person is concerned.

          (3) If the company or person controlled by it acquires assets from the founder, shareholder or person acting in concert
with such person, from another person listed in Subsection 1 or from a person controlled by it, from a person with which it forms
a group, for a counter-value equal to at least one tenth of the subscribed registered capital as of the date of acquisition, or
transfers assets of this value to them for payment, the value of these assets must be stipulated based on an assessment by a
court-appointed expert. The provisions of Section 59 Subsection 3 shall apply to the appointment and remuneration of the
expert. If acquisition takes place within 3 years from foundation of the company, it must be approved by the general meeting.

           (4) The provisions of Subsection 3 shall not apply to the acquisition or disposal of assets within the framework of
standard business transactions or to the acquisition or disposal at the instigation or under the supervision or governance of a
state authority, or to the acquisition or disposal on the European regulated market or foreign market similar to a regulated
market or Czech or foreign multilateral trading system. The provisions of Subsection 1 on consent from the general meeting
shall similarly apply to the unpaid transfer of assets to shareholders.

          (5) The provisions of Subsection 1 through 3 apply also to the underwriting guarantees.

                                                            Supervisory Board

                                                                Section 197

        (1) The supervisory board supervises the performance of the board of directors’ competences and the operation of the
company’s entrepreneurial activity.

           (2) The members of the supervisory board are entitled to view all documents and records concerning the company’s
activity and check to ensure that accounting records are duly administered in accordance with the actual facts and that the
company’s entrepreneurial activity is carried out in accordance with legal regulations, the articles of association and the
instructions of the general meeting.

                                                                Section 198

         The supervisory board reviews the annual, extraordinary and consolidated financial statements, the interim financial
statements if applicable, and the proposal for division of profit or payment of losses, and submits its statement to the general
meeting.

                                                                Section 199

         (1) The supervisory board convenes a general meeting if required in the interest of the company, and proposes the
necessary measures at the general meeting. The provisions of Section 184 through 190 shall apply as appropriate to the
manner of convening the general meeting.

          (2) The supervisory board shall designate a member thereof to represent the company in proceedings before the court
and other authorities against a member of the board of directors.

                                                                Section 200

           (1) The supervisory board must have at least three members; the number of members must be divisible by three. Two
thirds of the supervisory board members are elected by the general meeting and one third by the company’s employees,
providing the company has more than 50 employees in an employment relationship for working hours which exceed half of the
weekly working hours stipulated by special legal regulation as of the first day of the accounting period in which the general
meeting is held to elect the members of the supervisory board. The articles of association may designate a higher number of
supervisory board members elected by employees, but this number must not be higher than the number of members elected by
the general meeting; they may also designate that employees elect a part of the supervisory board numbers even if the number
of company employees is lower.

           (2) Members of the supervisory board are elected for the term designated by the articles of association. The term of
office of a supervisory board member must not exceed 5 years. The first term of office of supervisory board members is 1 year
from the foundation of the company.

         (3) The provisions of Section 194 Subsection 2, 4 through 7 and Section 196 shall similarly apply to the members of
the supervisory board..

          (4) A member of the supervisory board cannot simultaneously be a member of the board of directors, authorised
signatory or person entitled to act in the name of the company according to the entry in the Commercial Register.

           (5) Only employees who are in an employment relationship with the company are entitled to elect members of the
supervisory board, either directly or, if stipulated by the election code, through electors. Only a natural person who is in an
employment relationship with the company or is a representative or a member of the employees’ representative according to a
special legal regulation at the time of election may be elected. The validity of the election or removal of supervisory board
members elected by employees requires that voting be secret and that at least one half of the entitled voters or elected electors
participate in the election. The candidate with the highest number of votes cast is elected, unless the electoral code stipulates a
different majority for election. The elections of supervisory board members elected by employees is organised by the board of
directors upon discussion with the trade union organisation or employee council, so that the greatest possible number of voters
may participate. If such discussion does not occur within two months after the board of directors submits a proposal to organise
elections to the trade union organisation or employee council, the board of directors shall discuss the organisation of elections
with the employees who fulfil the conditions under Subsection 1. The procedure shall similarly apply when electing electors. The
proposal to elect or remove a supervisory board member may be submitted by the board of directors or the trade union
organisation or employee council which operates within the company, or jointly by at least 10% of employees who fulfil the
condition under Subsection 1.

         (6) A supervisory board member elected by the employees may be removed by the employees. The provisions of
Subsection 5 shall similarly apply to the removal of an employee from the supervisory board..
           (7) The electoral code for the election and removal of supervisory board members by employees shall be prepared
and approved by the company’s board of directors upon discussion with the trade union organisation or employee council, if
applicable. If these latter bodies do not exist, the electoral code shall be prepared and approved by the board of directors upon
discussion with the employees who fulfil the condition under Subsection 1. If the company has more than one thousand
employees in an employment relationship, the electoral code may also permit the indirect election or removal of supervisory
board members, providing the voting precincts are stipulated so that each elector is elected by approximately the same number
of voters.

                                                                  Section 201

         (1) Members of the supervisory board may attend the general meeting and are obliged to familiarise the general
meeting with the results of their controlling activities.

         (2) Any differing opinion among members of the supervisory board elected by employees shall be disclosed to the
general meeting together with the conclusions of the other members of the supervisory board.

           (3) The supervisory board makes decisions based on the consent of a majority of votes of its members, unless the
articles of association stipulate a higher number. Section 195 Subsection 2 shall similarly apply to the requirements for minutes.
Each member of the supervisory board has one vote. Minutes are taken of the supervisory board meeting and signed by the
chairperson thereof. The standpoints of minority members are indicated in the minutes if requested by these members, and the
differing opinions of supervisory board members elected by employees shall always be indicated.

           (4) If the law or articles of association require prior consent from the supervisory board in order for the board of
directors to undertake certain actions, and the supervisory does not grant its consent to such actions or exercises its right to
prohibit certain acts by the board of directors in the name of the company, the members of the company’s board of directors
shall not be liable for damages incurred by the company in consequence of adhering to this decision. Members of the
supervisory board who did not act with due managerial care when deciding on the actions mentioned in the first sentence shall
be jointly and severally liable for such damages. If the supervisory board grants its consent to the actions mentioned in the first
sentence, those members of the board of directors and supervisory board who did not execute their functions with due
managerial care when deciding on whether such actions should be undertaken shall be jointly and severally liable for the
damages arising from such actions.

                                                                  Subpart 5

                                                       Increase of Registered Capital

                                                                  Section 202

          (1) The general meeting decides on the increase of registered capital; this does not affect the provisions of Section
210.

          (2) In addition to the requirements under Section 184 Subsection 5, the invitation or notice concerning the convening
of the general meeting shall state:

a) the reasons for the proposed increase of registered capital,

b) the manner and scope of this increase,

c) the proposed type, form, format and number of shares, if new company shares are to be issued,

d) the nominal values of new shares or new nominal value of existing shares,

e) if share vouchers are to be issued, which subscribed shares they will be issued for.

           (3) If the increase of the registered capital is to be carried out by the subscription of new shares, the invitation or
notice shall also state the deadline for their subscription and the proposed value of the issue price or manner of its
determination, setting out the reasons for such, or information that the board of directors shall be authorised to determine the
price, including the potential minimal value at which the issue price may be set by the board of directors. If the issuance of a
new type of share is proposed, the rights attached to such type of share and the consequences their issuance shall have on the
rights attached to previously issued shares shall be stated.

          (4) If a proposal is made to the general meeting

a) to limit or exclude the priority right under Section 204a, the reason for limiting or excluding the priority right should be
indicated in the invitation or notice,

b) to increase the registered capital by subscribing shares with payment of the issue price by means of non-monetary
contributions, the invitation or notice shall state the subject and appraisal indicated in the expert or experts’ report under Section
59 Subsection 4,

c) to express consent to offsetting, the receivables that are to be offset and the reasons for the proposed offsetting shall be
indicated in the invitation.

          (5) The increase of the registered capital takes effect from the date of entry of its value into the Commercial Register.
                                       Increase of Registered Capital by Subscribing New Shares

                                                                 Section 203

          (1) An increase of the registered capital by subscribing new shares is permitted only if shareholders have paid the
issue price of previously subscribed shares in full. This limitation does not apply if the registered capital is increased by
subscription of shares and their issue price is paid only by non-monetary contributions.

           (2) The resolution of the general meeting on the increase of the registered capital by subscription of shares shall
contain:

a) the amount by which the registered capital is to be increased, indicating whether the subscription of shares in excess of the
proposed increase of registered capital is permitted and whether such excess is to be unlimited or the extent of any limitation,

b) the number and nominal value, type, form and format of subscribed shares,

c) the information stipulated in Section 204a Subsection 2 or, if shares are to be subscribed by a securities dealer, under
Section 204a Subsection 6, the venue and deadline by which the entitled person may exercise the right stated therein, and the
price for which they are entitled to purchase the share, or the manner of determining this price or information about any
exclusion or limitation of the priority right to subscribe shares; this does not apply if all shareholders have waived their priority
right to subscribe shares at the latest before voting on the increase of the registered capital or if the registered capital is to be
increased under Section 205,

d) a designation of whether the shares not subscribed by exercising priority rights shall be subscribed in full or in part by
shareholders based on an agreement under Section 205, whether they shall be offered to a certain interested person, or
persons, the identification of such interested person or persons or their selection, or whether they shall be offered for
subscription based on a public offering,

e) the venue and term for subscribing shares without exercising the priority right, indicating how subscribers shall be informed of
the start of this term and the issue price for shares subscribed in this manner, or the manner of its determination, or the
authorisation of the board of directors to determine the issue price, whether it is to be paid in money, including a stipulation of
the minimum amount at which it may be determined by the board of directors; the issue price or manner of its determination
must be the same for all subscribers, unless the law stipulates otherwise,

f) the account at a bank or savings and loan cooperative and the deadline by which the subscriber is obliged to pay the part of
the issue price for subscribed shares, or the venue and deadline for payment of the non-monetary contribution,

g) a designation of the rights attached to them, in the case that the issuance of shares of a new type is being approved,

h) the subject of contribution and the value of its appraisal determined by an expert or experts, and the number, nominal value,
format, form and type of shares which are issued for this non-monetary contribution, in the case that the subscription of shares
by non-monetary contributions is being approved,

i) a designation of the company organ that shall decide on the final amount of the increase, in the case that the subscription of
shares in excess of the proposed increase of the registered capital is permitted,

j) the rules of procedure for concluding an offsetting agreement, in the case that the possibility of offsetting financial receivables
towards the company against the receivable for payment of the issue price is permitted; if the issue price is to be paid
exclusively by offsetting, it is not necessary to indicate the information under Paragraph f),

k) a designation of their format as well as the conditions of their issuance and exchange for new shares, in cases where the
issuance of share vouchers under Section 204b is being approved.

          (3) If the general meeting’s resolution does not contain the information under Subsection 2 Paragraph d), it applies
that these shares shall be offered for subscription based on a public offering.

           (4) Within 30 days from the general meeting’s resolution on the increase of the registered capital, the board of
directors is obliged to submit an application for entry of this resolution into the Commercial Register. The subscription of shares
cannot begin before the resolution of the general meeting is entered into the Commercial Register, unless an application was
submitted to enter this resolution into the Commercial Register and the subscription of shares is bound to a resolutive condition,
which would be the entering into full force and effect of the decision to reject the application to enter the general meeting’s
resolution on increasing the registered capital into the Commercial Register.

                                                                 Section 204

          (1) Unless stipulated otherwise, the provisions of Section 163 Subsection 3 and 4, Section 163a, 164, Section 165
Subsection 1 and 2, Section 166, 167, Section 168 Subsection 2 and 3, Section 176 and 177 shall apply as appropriate to the
procedure for increasing the registered capital by subscription of shares. The public offering of shares must contain at least the
information listed in Section 163 Subsection 2 Paragraphs a) through f).

           (2) If shares are subscribed to increase the registered capital by monetary contributions, the subscriber is obliged to
pay within the deadline designated by the general meeting a part of the nominal value set out by the general meeting but which
shall be at least 30%, as well as any potential issue premium, otherwise the subscription shall be ineffective (Section 167
Subsection 2). Monetary contributions must be paid to a special account, which the company shall open for this purpose in its
own name, held at a bank or savings and loan cooperative. This shall not apply if an offsetting agreement was concluded. The
offsetting agreement must be concluded before filing the application to enter the increase of the registered capital into the
Commercial Register. The bank or savings and loan cooperative must not allow the company to dispose of the paid
contributions deposited to this account before the increase of the registered capital is entered in the Commercial Register.

            (3) Subscription of shares to increase the registered capital by means of non-monetary contributions is possible only if
it is in the material interest of the company. If the registered capital is increased by non-monetary contributions, the board of
directors must submit a written report to the general meeting in which it shall state the reasons for the subscription of shares by
non-monetary contributions and justify the value of the proposed issue price or the manner of its determination. Shares may be
subscribed only by non-monetary contributions approved by the general meeting. Non-monetary contributions must be paid
before filing the application for entry of the increase of registered capital into the Commercial Register. If the non-monetary
contribution is real estate, the contributor must submit a written declaration to the company under Section 60 Subsection 1
before entry of the increase of registered capital into the Commercial Register. The contribution is paid by submitting this
declaration whilst handing over the real estate. This does not affect the provisions of Section 59 Subsection 2 and 3.

          (4) Shares issued in connection to increasing the company’s registered capital establish the right to a dividend from
the net profit achieved in the year in which the registered capital was increased, unless the articles of association stipulate
otherwise.

            (5) The previously appointed interested person or single shareholder shall subscribe shares in an agreement on share
subscription concluded with the company. The agreement on share subscription must be in writing and the signatures must be
officially verified. The agreement on share subscription must contain at least the requirements stipulated in Section 205
Subsection 3. A deadline of at least fourteen days from the delivery of the proposal to conclude an agreement on share
subscription must be provided for the subscription of shares.

          (6) If the increase of registered capital was entered into the Commercial Register, the subscriber is obliged to pay the
issue price of shares subscribed by them even if the subscription of shares was invalid or ineffective. This does not apply if the
court declares the resolution on the increase of registered capital based on the procedure under Section 183 invalid.

          (7) If the application for entry of the increase of registered capital into the Commercial Register is rejected, the
subscription of shares is ineffective.

                                                                 Section 204a

          (1) Each shareholder has the priority right to subscribe a part of the company’s new shares subscribed to increase the
registered capital in proportion to their share in the company’s registered capital, providing the shares are subscribed by means
of monetary contributions.

          (2) The board of directors is obliged to make public, in the manner designated by the law and articles of association
for the convening of general meetings, information about the priority right containing at least the following:

a) the venue and deadline for exercising the priority right, which must be no less than two weeks, indicating how the start of this
deadline shall be announced to shareholders,

b) the number of new shares which can be subscribed for one existing company share with a certain nominal value, or, where
only whole shares may be subscribed, what proportion of one new share is allocated to one existing share with a certain
nominal value,

c) the nominal value, type, form, format and issue price of shares subscribed by exercising the priority right, or the manner of its
determination or authorisation of the board of directors to determine it; the issue price or manner of its determination must be
the same for all shares which can be subscribed by exercising the priority right, but may differ from the issue price of shares
subscribed by other means,

d) the decisive day for application of the priority right, if the company has issued book-entered shares.

           (3) The priority right attached to shares is independently transferable from the day the general meeting’s resolution
under Section 203 Subsection 4 was entered into the Commercial Register. This does not apply if the shares are subscribed
with a resolutive condition under Section 203 Subsection 4; in this case, the priority right to subscribe shares is independently
transferable from the decision of the general meeting to increase the registered capital. If the transferability of shares is limited,
the same limitations shall also apply to the transfer of the priority right. If one new share is not allocated to one existing share,
the priority right to subscribe shares is always freely transferable. The priority right under Subsection 1 shall expire upon the
passing of the deadline stipulated for its exercise.

           (4) If the company has issued book-entered shares, the decisive day for application of the priority right is the day this
right could be exercised for the first time.

           (5) The priority rights of shareholders cannot be limited or excluded in the articles of association; the priority right may
be limited or excluded in a resolution of the general meeting on increasing the registered capital only in the material interest of
the company. The priority right may only be limited in the same scope for all shareholders. The priority right may be excluded
only for all shareholders. If the general meeting is to decide on the exclusion or limitation of shareholders’ priority rights, the
board of directors must submit a written report to the general meeting in which it shall state the reasons for excluding or limiting
the priority right, justify the proposed issue price, state the manner of its determination or the authorisation of the board of
directors to determine the issue price.

          (6) It shall not be deemed a limitation or exclusion of the priority right if, based on a resolution of the general meeting,
all shares are subscribed by a securities dealer in accordance with an agreement on mediation of a securities issue, providing
this agreement sets out the securities dealer’s obligation to sell the subscribed shares for the stipulated price and within the
stipulated deadline, upon request, to the parties with priority rights to subscribe the shares in the scope of their priority right
under Subsection 1. The provisions of Subsection 2 through 4 shall apply as appropriate to the procedure for selling shares by
the securities dealer to the shareholders.

           (7) Shareholders may waive the priority right to subscribe shares even before the decision to increase the registered
capital. The declaration as regards the waiver of rights must be in writing with an officially verified signature, or must be made at
the general meeting that is to decide on the increase of the registered capital. The declaration as regards the waiver of rights at
the general meeting shall be indicated in the notarial deed of the general meeting’s decision. The waiver of rights also has legal
effect with respect to the shareholder’s legal successor.

                                                                Section 204b

                                                            Voucher for Shares

          (1) If the subscriber has paid the issue price for shares in full when increasing the registered capital by subscribing
new shares whose transferability is not limited, the company may issue vouchers for shares before the entry of the increase of
registered capital into the Commercial Register, providing the general meeting has agreed to do so. Vouchers for shares may
also be issued for only some of the subscribed shares, if decided by the general meeting and providing this is not contrary to
Section 155 Subsection 7 second sentence.

          (2) A share voucher is a bearer security attached to all the rights of a subscriber. The rights arising from the
subscription of one share are attached to one share voucher, unless the general meeting decides with regards to certificated
share vouchers that one share voucher may be attached to the rights arising from the subscription of several shares.

         (3) Share vouchers shall have the same format as the shares for which they are to be exchanged, unless the general
meeting decides on the issuance of certificated share vouchers even for book-entered subscribed shares.

            (4) When exchanging book-entered share vouchers for book-entered shares, the board of directors shall proceed as
appropriate under Section 209 Subsection 6. When exchanging certificated share vouchers for certificated shares, the board of
directors shall proceed as appropriate under Section 209 Subsection 4 of the first sentence and Section 214. When exchanging
certificated share vouchers for book-entered shares, the procedure shall be similar to the procedure for changing the format of a
certificated security to a book-entered security under special legal regulation. If the share voucher is to be exchanged for a
registered share, the board of directors shall call on the owners of share vouchers whose identity or address is not known to
exchange the registered shares by means of a notice in at least one nationally distributed daily newspaper designated in the
articles of association.

           (5) In the event of an invalid or ineffective subscription of shares for which share vouchers were issued, the right
under Section 167 Subsection 2 belongs to the owner of the share voucher. The board of directors shall call on the owners of
these share vouchers to exercise their right under Section 167 Subsection 2 in the manner stipulated by the law and articles of
association for convening a general meeting without undue delay after it learns of the fact that establishes the invalidity or
ineffectiveness of the share subscription. If the share vouchers were to be exchanged for registered shares, the board of
directors shall call on the owners of share vouchers whose identity or address is not known to exercise their right under Section
167 Subsection 2 by means of a notice published in at least one nationally distributed daily newspaper designated in the articles
of association.

          (6) The share voucher must indicate the following:

a) identification that it is a share voucher,

b) the company’s business name and registered office,

c) the type, nominal value, form, format and number of shares which can be acquired thereunder,

d) the amount paid by the subscriber and the date of payment.

        (7) A share voucher issued in certificated form must also contain the issue date and signature or signatures of the
members of the board of directors entitled to act in the name of the company as of the issue date of the share voucher.

         (8) The provisions of Section 161a through 161f shall apply as appropriate to the acquisition of its own share vouchers
by the company, including the related obligations..

          (9) The general regulation of a securities voucher in the Civil Code shall not apply to the share voucher.

                                                                 Section 205

         (1) Based on the decision of the general meeting under Section 203 Subsection 2 Paragraph d), all shareholders may
agree on the scope of their participation when increasing the registered capital in the amount designated by the general
meeting.

         (2) The shareholders’ agreement according to Subsection 1 replaces the memorandum of subscribers and must be
drawn up in the form of a notarial deed.

          (3) The agreement according to Subsection 1 must contain a declaration that the shareholders waive their priority right
to the subscription of shares, unless they have waived this right previously, or exercised it, or do not have it, must indicate the
number, type, form, format and nominal value of the shares subscribed by each subscriber, the value of the issue price and
deadline for its payment. If the issue price is paid in money, the agreement shall also contain the account number of the bank or
savings and loan cooperative to which the issue price for the shares must be paid. If the issue price is paid by non-monetary
contributions, the agreement shall also contain the subject of non-monetary contribution and its appraisal in accordance with the
decision of the general meeting.

                                                                Section 206

           (1) The board of directors is obliged to submit an application to enter the increase of the registered capital into the
Commercial Register after subscription of shares corresponding to the scope of the increase, and after payment of at least 30%
of their nominal value, including any potential issue premium if the contributions are monetary, and after payment of all non-
monetary contributions.

          (2) If a notarial deed of the board of directors’ decision, by means of which the board of directors confirms that all new
shares were subscribed in accordance with the law, the articles of association and the decision of the respective company
organs on the increase of registered capital, and that their issue price has been paid in full by monetary contributions, is
submitted to the court along with the application for entry of the increase of registered capital into the Commercial Register, the
register court shall decide on entry of the increase of the registered capital only on the basis of this notarial deed, unless it is
obvious that the content of the notarial deed does not correspond to the actual facts, or if such a decision is prevented by the
inadequate conditions of the proceedings or general obstacles in the course of proceedings.

          (3) The court shall issue a decision on the application according to Subsection 2 within 3 business days from its
delivery or the removal of flaws in the application.

                                                                Section 207

                                                Conditional Increase of Registered Capital

           (1) If the general meeting has resolved on issuing exchangeable or priority bonds, it shall simultaneously adopt a
resolution to increase the registered capital in accordance with the extent to which the exchange rights from exchangeable
bonds or priority rights from priority bonds may be applied (hereinafter referred to as the “conditional increase of registered
capital”).

          (2) The amount of the conditional increase of registered capital must not exceed half of the registered capital entered
in the Commercial Register as of the date of the general meeting’s resolution to issue bonds according to Subsection 1

          (3) The general meeting’s resolution on the conditional increase of registered capital shall contain:

a) the reasons for increasing the registered capital,

b) an indication of whether the conditional increase of registered capital is designated for the exercise of exchange or priority
rights from bonds,

c) the scope of the conditional increase of registered capital; the type, form, format, number and nominal value of shares which
may be issued to increase the registered capital.

          (4) The company’s board of directors is obliged to submit an application for entry of the general meeting’s resolution
on the conditional increase of the registered capital into the Commercial Register within 30 days from the day when the general
meeting adopted this resolution. The issuance of exchangeable and priority bonds cannot begin before the general meeting’s
resolution is entered into the Commercial Register and published.

          (5) The exchange right is exercised with respect to the company by delivery of a written request to exchange the
bonds for company shares. Delivery of the request for exchanging bonds for company shares replaces the subscription and
payment of shares. The priority right is exercised with respect to the company by subscribing company shares. The provisions
of Section 204 shall apply to the procedure of subscribing shares..

           (6) The board of directors is obliged to submit an application for entry of the value of the registered capital into the
Commercial Register without undue delay after the passing of the deadline for the exercise of exchange or priority rights and
only in the scope of the exercised exchange and priority rights.

          (7) The company shall issue shares in the scope of the exercised exchange and priority rights only after entry of the
increase of the registered capital in the Commercial Register. The provisions of Section 213a Subsection 2 and 3 and Section
214 shall apply as appropriate to the procedure for exchanging bonds for shares..

                                  Increase of Registered Capital from the Company’s Own Resources

                                                                Section 208

          (1) After approval of the annual, extraordinary or interim financial statements, the general meeting may decide to use
the net profit after allocation to the reserve fund according to Section 217 or a part of the profit, or any other of the company’s
own resources reported under equity in the financial statements, to increase the registered capital. Net profit cannot be used to
increase the registered capital based on interim financial statements.

        (2) The company cannot increase the registered capital from its own resources if the condition stipulated in Section
178 Subsection 2 has not been fulfilled..

         (3) Reserve funds created for other purposes and the company’s own resources which are assigned and whose
purpose the company is not allowed to change cannot be used to increase the registered capital.
          (4) The increase of the registered capital cannot be higher than the difference between the value of equity and the
sum of the value of registered capital and the reserve funds according to Subsection 2.

           (5) The condition for increasing the registered capital is that the financial statements according to Subsection 1 were
verified by an auditor without reservations and were compiled from data determined at the latest on a day from which no more
than six months have passed from the date of the decision of the general meeting to increase the registered capital. However, if
the company has determined a decrease in equity from any interim financial statements, it may not use the data from the annual
or extraordinary financial statements, but must refer to these interim financial statements.

          (6) The resolution of the general meeting on the increase of registered capital from the company’s own resources
shall contain:

a) the amount by which the registered capital is increased,

b) identification of its own resources or resources of the company, from which the registered capital is increased, broken down
according to the structure of equity in the financial statements,

c) designation of whether the nominal value of shares will increase, designating how much it will increase, or whether new
shares will be issued, indicating the number and nominal value of new company shares,

d) the deadline for the submission of certificated shares where the company has issued certificated shares and the registered
capital is increased by increasing the nominal value of shares. The start of the limited period for the submission of certificated
shares must not precede the date of entry of the increase of registered capital in the Commercial Register.

          (7) The shareholders participate in the increase of registered capital in proportion to the nominal values of their
shares. The increase of registered capital shall also include the company’s own shares held by the company increasing its
registered capital and the shares of this company owned by its controlled person or person controlled by the controlled person.

                                                                   Section 209

         (1) The increase of registered capital shall be performed either by issuing new shares and their unpaid division among
shareholders based on the ratio of the nominal values of their shares, or by increasing the nominal value of existing shares.

           (2) The increase of the nominal value of existing certificated shares shall be performed either by means of their
replacement or by designating a higher nominal value of existing shares with the signature of the member or members of the
board of directors entitled to act in the name of the company. In the manner prescribed by law and the articles of association for
convening a general meeting, the board of directors shall call on shareholders who have certificated shares to submit these
shares within the deadline designated by decision of the general meeting for the purpose of replacement or designating the
increase of their nominal value. If the shareholder does not submit the shares within the stipulated deadline, they shall not be
entitled to exercise the rights bound to them until their submission and the company’s board of directors shall apply the
procedure according to Section 214.

         (3) The increase of the nominal value of book-entered shares shall be carried out by a change in the entry of the
nominal value in the legally stipulated records of book-entered securities based on an order from the company. This order must
be substantiated by an extract from the Commercial Register proving entry of the value of registered capital.

          (4) If certificated shares are to be issued to increase the registered capital, the board of directors shall call on
shareholders in the manner prescribed by law and the articles of association for convening a general meeting, without undue
delay after entry of the increase of registered capital in the Commercial Register, to come and collect the new company shares.
If a shareholder does not collect the new shares within the deadline according to Paragraph c), their right to issuance of the
shares shall lapse. This does not affect the right to fulfilment according to Section 214 Subsection 4. The call to shareholders
must contain at least:

a) the scope in which the registered capital is to be increased,

b) the ratio in which the shares are divided among shareholders,

c) a notice that the new company is entitled to sell the new shares if they are not accepted by the shareholder within one year
from publication of the call to collect the shares.

          (5) After the passing of the deadline under Subsection 4 Paragraph c) the board of directors shall proceed as
appropriate according to Section 214 Subsection 4.

           (6) If new shares are to be issued in book-entered form, the board of directors shall issue an order to the person that
keeps records of book-entered securities to issue the new shares without undue delay after entry of the increase of registered
capital into the Commercial Register.

                                                                   Section 209a

                                                Combined Increase of Registered Capital

           (1) In the case of an increase of registered capital of a company whose shares have been accepted for trading on a
European regulated market or foreign market similar to a regulated market, and where the rate of such shares on such market
at the time of the general meeting’s decision on increasing the registered capital does not attain the nominal value of the shares,
or in the case of an increase of registered capital through the subscription of shares by company employees, the general
meeting may decide in accordance with the articles of association that part of the issue price of subscribed shares shall be
covered from the company’s own resources reported under the company’s equity in the financial statements. This shall not
affect the provision of Section 158 Subsection 2. Any increase of the registered capital by means of non-monetary contributions
or the exclusion or limitation of the shareholders’ priority right is not permissible in this case.

          (2) The general meeting’s resolution shall contain:

a) the amount by which the registered capital is to be increased,

b) the number and nominal value, type, form and format of subscribed shares,

c) the information listed in the provision of Section 204a Subsection 2, or if shares are to be subscribed by a securities dealer
according to Section 204a Subsection 6, the venue and deadline by which the entitled person may exercise the right stipulated
therein, and the price for which they are entitled to purchase the shares or the manner of its determination,

d) a designation of whether the shares not subscribed using priority right shall be subscribed in full or a designated part thereof
in a shareholders’ agreement according to Section 205, whether they shall be offered to a specific interested person or persons,
identification of the interested person or persons or the manner of selection thereof, or whether they shall be offered for
subscription based on a public offer to subscribe shares,

e) the venue and deadline for subscribing shares without exercising priority right, indicating how subscribers shall be informed of
the start of this limited period, and the issue price of shares subscribed in this manner or the manner of its determination, or
authorisation of the board of directors to determine the price; the issue price or manner of its determination must be the same
for all subscribers, unless the law stipulates otherwise,

f) the account at a bank or savings and loan cooperative and the deadline by which the subscriber is obliged to pay the part of
the issue price for subscribed shares,

g) a designation of the rights attached to shares, in the case that the issuance of a new type of shares is being approved,

h) a designation of the company body that shall decide on the final amount of the increase, in the case that the subscription of
shares exceeding the amount of the proposed increase of registered capital is permitted,

i) the part of the issue price that is not subject to payment by the subscriber,

j) an indication of the company’s own resources reported under the company’s equity which the company shall use to cover the
part of the issue price that is not subject to payment by the subscriber.

         (3) The subscriber is obliged to pay at least 50% of the issue price for the subscribed shares. This must be paid by the
subscriber within the deadline indicated in the general meeting’s decision before entry of the value of the registered capital into
the Commercial Register, unless the articles of association or resolution of the general meeting requires the payment of a higher
amount.

           (4) The board of directors of a joint stock company may file an application for entry of the value of the registered
capital only if the issue price for subscribed shares in the amount stipulated in Subsection 3 has been paid.

         (5) Otherwise, the provisions of Section 203 Subsection 1, 3 and 4, Section 204 Subsection 1, 4, 6 and 7, Section
204a Subsection 1 through 4 and Subsection 6, Section 205, 206, Section 208 Subsection 1 through 5 shall similarly apply to
the combined increase of registered capital..

                                                                  Section 210

                                  Increase of Registered Capital by Decision of the Board of Directors

           (1) A resolution of the general meeting may be used to authorise the board of directors to decide on an increase of the
registered capital under the conditions stipulated by this Act and the articles of association by the subscription of shares or from
the company’s own resources, with the exception of retained profit, but at most by one third of the current value of the registered
capital at the time the general meeting authorised the board of directors to increase the registered capital (hereinafter referred to
as “authorisation to increase the registered capital”). Authorisation of the board of directors to decide on the increase of the
registered capital replaces the general meeting’s decision on the increase of the registered capital. The authorisation must
designate the nominal value, type, form and format of the shares which are to be issued to increase the registered capital.
Within the scope of authorisation, the board of directors may increase the registered capital several times, if the total amount of
the increase of registered capital does not exceed the stipulated limit. If the board of directors is authorised to decide on an
increase of the registered capital where the issue price for shares may be paid by non-monetary contributions, the authorisation
to increase the registered capital must also designate which company body shall decide on the appraisal of the non-monetary
contribution based on the opinion of an expert appointed under Section 59 Subsection 3 or experts.

           (2) A notarial deed must be made of the board of directors’ decision. The board of directors’ decision on the increase
of the registered capital shall be entered into the Commercial Register. Authorisation to increase the registered capital shall not
be entered into the Commercial Register. Otherwise, the provisions of Section 203 through 209 shall similarly apply to the
procedure for increasing the registered capital according to Subsection 1.

          (3) Authorisation to increase the registered capital may be granted for a term of at most five years from the day of
holding the general meeting that resolved on the authorisation to increase the registered capital.

          (4) If it follows from the articles of association, the general meeting may authorise the board of directors to increase
the registered capital through the subscription of shares by company employees; in particular, it may decide after adopting the
decision on division of profit that the employees’ share in profit may be used only to pay for these shares. The details shall be
determined by the articles of association. The provisions of Subsection 1 through 3 shall similarly apply.

                                                                  Subdivision 6

                                                       Reduction of Registered Capital

                                                                   Section 211

           (1) The general meeting decides on the reduction of the registered capital. The general meeting’s resolution must
state at least the following:

a) the reason for reducing the registered capital and the manner in which the amount corresponding to the reduction of
registered capital shall be disposed of,

b) the scope of reducing the registered capital,

c) the manner in which the registered capital is to be reduced,

d) the rules of the draw and value of payment for drawn shares or manner of its determination, in the case that the registered
capital is being reduced through the withdrawal of shares from circulation based on a drawing lots,

e) information as to whether the offer is for the paid or unpaid withdrawal of shares from circulation, and in the case of paid
withdrawal of shares from circulation also the value of payment or rules for its determination, in the case that the registered
capital is being reduced based on an offer to shareholders,

f) also the deadline for their submission, in the case that certificated shares or interim certificates are to be submitted to the
company in consequence of reducing the registered capital.

          (2) The registered capital must not be reduced to less than the value stipulated under Section 162 Subsection 3.

          (3) Reduction of the registered capital must not worsen the recoverability of creditors’ receivables.

          (4) The resolution of the general meeting on reduction of the registered capital shall be entered into the Commercial
Register. The application for entry is submitted by the board of directors within 30 days from the general meeting’s resolution.

                                                                   Section 212

         The invitation or notice concerning the convening of the general meeting shall contain, in addition to the particulars
under Section 184 Subsection 5, at least the information according to Section 211 Subsection 1.

                                                                   Section 213

            (1) If the company is obliged to reduce its registered capital, it shall use its own shares or interim certificates, if these
are held in its assets, for this reduction. In other cases of reducing the registered capital, the company shall use primarily its own
shares or interim certificates to reduce the registered capital. A different procedure may be used to reduce the registered capital
only if this procedure is not sufficient to reduce the registered capital in the scope determined by the general meeting, or if this
manner of reducing the registered capital would not fulfil the purpose of reducing the registered capital. If the registered capital
is reduced only by using its own shares or interim certificates held in the company’s assets, the provisions concerning separate
voting according to the type of shares shall not apply.

           (2) The company shall use its own shares or interim certificates to reduce the registered capital by destroying them, if
they were issued in certificated form, or by instructing the person which keeps records of book-entered securities to cancel the
shares, if they were issued in book-entered form.

           (3) If the company does not have its own shares or interim certificates held in its assets, or if the use of its own shares
or interim certificates according to Subsection 1 is not sufficient to reduce the registered capital, the registered capital shall be
reduced by reducing the nominal value of shares, potentially unpaid shares, for which the company has issued interim
certificates (Section 213a), or by withdrawing shares from circulation or refraining from the issuance of unpaid shares for which
the company has issued interim certificates (Section 213d).

          (4) Shares shall be withdrawn from circulation based on the drawing of lots (Section 213b) or based on an offer to
shareholders (Section 213c). Shares may be withdrawn from circulation based on the drawing of lots only if the company’s
articles of association at the time when these shares were subscribed permitted the reduction of registered capital by
withdrawing shares from circulation based on a draw. The detailed rules for withdrawing shares from circulation shall be
determined by the articles of association and the general meeting when deciding on the reduction of registered capital.

                                                                  Section 213a

                                     Reducing the Nominal Value of Shares and Interim Certificates

          (1) If the nominal value of the company’s shares is being reduced, it shall be reduced proportionally for all company
shares, unless the purpose of reducing the registered capital is to excuse the unpaid part of the issue price for shares.

          (2) Reduction of the nominal value of certificated shares or unpaid shares for which interim certificates were issued
shall be performed by exchanging the shares or interim certificates for shares or interim certificates with a lower nominal value,
or designating a lower nominal value on the existing shares or interim certificates with the signature of the member or members
of the board of directors entitled to act in the name of the company. In the manner designated by law and the articles of
association for convening a general meeting, the board of directors shall call on shareholders who have certificated shares or
interim certificates to submit these within the deadline determined by decision of the general meeting for the purpose of
exchanging or designation of the reduction of their nominal value. If the shareholder does not submit the shares or interim
certificates within the stipulated deadline, they shall not be entitled to exercise the rights attached to them until their submission
and the board of directors shall apply the procedure under Section 214.

          (3) Reduction of the nominal value of book-entered shares shall be performed by amending the entry on the nominal
value of shares in the legally stipulated records of book-entered securities based on an order from the company. This order
must be substantiated by an extract from the Commercial Register proving the entry of the reduction of registered capital.

                                                                 Section 213b

                                     Withdrawal of Shares from Circulation Based on Drawing Lots

         (1) The possibility of drawing lots for shares in order to reduce the registered capital must be permitted by the
company’s articles of association. The general meeting’s decision on withdrawal of shares from circulation based on a draw
must be published.

           (2) If the company has issued book-entered shares, it is obliged to instruct the person which keeps records of book-
entered securities to number the shares according to a special Act before the draw, and at the same time request an extract
from these records, which must also contain the share numbers. Throughout the period during which the shares are numbered,
the right to dispose of the numbered shares according to a special Act is suspended. The drawing of lots for book-entered
shares must be performed at the latest within ten days from the date when the order for numbering was given.

         (3) The progress and results of the draw, indicating the numbers of the drawn shares, must be certified by a notarial
deed. The company’s board of directors shall announce the results of the draw in the manner designated by law and the
company’s articles of association for convening a general meeting. The notice must contain at least the following:

a) the numbers of the drawn shares,

b) the deadline by which the company shall pay for the drawn shares; this must not precede the day of entry of the reduction of
registered capital into the Commercial Register and must not be longer than three months from the entry of the value of
registered capital into the Commercial Register, unless agreed otherwise with the shareholder,

c) the value of payment for drawn shares

           (4) If the company has issued certificated registered shares or book-entered shares, the notice according to
Subsection 3 must also contain data identifying the shareholders whose shares were drawn. If the company has issued
certificated shares, the notice according to Subsection 3 must also contain the deadline by which the drawn shares must be
submitted to the company; shareholders are obliged to submit the drawn shares to the company within this deadline. If the
shareholder does not submit the drawn certificated shares within this deadline, they shall not be entitled to exercise the rights
attached to them until their submission and the board of directors shall proceed according to Section 214.

        (5) The company is obliged to pay an amount for the drawn shares which is appropriate to the value of the shares; the
adequacy of payment must be substantiated by an expert’s report.

          (6) If the company has issued book-entered shares, the board of directors shall submit a report on the results of the
draw also to the person which keeps records of book-entered securities together with an instruction to cancel the numbering of
undrawn shares. This instruction must be substantiated by a notarial deed certifying the results of the draw. After entry of the
value of registered capital into the Commercial Register, the company shall instruct the person which keeps records of book-
entered securities to cancel the drawn shares. This order must be substantiated by an extract from the Commercial Register
proving the entry of the value of registered capital.

                                                                 Section 213c

                                         Withdrawal of Shares from Circulation Based on an Offer

           (1) If shares are withdrawn from circulation based on a public offer of a contract, the general meeting may decide that
the registered capital:

a) shall be reduced in the scope of the nominal values of the shares which are withdrawn from circulation, or

b) shall be reduced by a fixed amount.

          (2) Shares may be withdrawn from circulation based on a public offer of a contract or public offer of a contract on the
unpaid withdrawal of shares from circulation.

          (3) The provisions of Section 183a Subsection 1 first and second sentence, Subsection 2 through 4 and Subsection 7
shall apply to the public offer of a contract according to Subsection 2

           (4) The purchase price must be payable at the latest within three months from entry of the value of the registered
capital into the Commercial Register. The maturity deadline of the purchase price and the deadline for submitting certificated
shares to the company must not precede the day of entry of the value of the registered capital into the Commercial Register. If
the shareholder does not submit the certificated shares to the company within the stipulated deadline, they shall not be entitled
to exercise the rights attached to them until their submission and the board of directors shall proceed according to Section 214.

           (5) If the company has issued book-entered shares, it is entitled to instruct the person which keeps records of book-
entered securities to suspend the right to handle the shares with respect to which an offer was accepted according to
Subsection 1. Without undue delay after entry of the value of the registered capital into the Commercial Register, the board of
directors shall instruct this person to cancel the shares which the company has purchased based on the public offer of a
contract. This instruction must be substantiated by an extract from the Commercial Register proving entry of the new value of
the registered capital and a document on acceptance of the offer according to Subsection 1.

         (6) If the registered capital is reduced according to Subsection 1 Paragraph a), the decision of the general meeting
must contain an authorisation for the board of directors to file an application for entry of the value of the registered capital into
the Commercial Register in the scope in which the public offer of a contract is accepted by shareholders.

           (7) If the sum of the nominal values of shares withdrawn from circulation according to Subsection 1 Paragraph b) does
not attain the amount by which the registered capital is to be reduced, and the general meeting has not decided to change the
procedure for reducing the registered capital according to Subsection 1 Paragraph a), the registered capital cannot be reduced
in this manner. However, the general meeting may decide in this case to reduce the registered capital by other means permitted
by this Act.

                                                                  Section 213d

                                                   Suspension of the Issuance of Shares

         (1) The general meeting may decide to reduce the registered capital by suspending the issuance of shares in the
scope in which the subscribers have defaulted in payment of the nominal value of shares, if the company does not proceed
according to Section 177 Subsection 4 through 7.

            (2) Suspension of the issuance of unpaid shares shall be conducted as follows: the board of directors shall call on the
shareholder who has defaulted in payment of the issue price or a part thereof to return the interim certificate within the deadline
set out by the general meeting on the understanding that the company shall not issue the shares replaced by this interim
certificate and shall refund the subscriber for the issue price paid to date, after offsetting the company’s claims towards the
subscriber, without undue delay after entry of the reduction of registered capital into the Commercial Register. If the shareholder
does not submit the interim certificate within the stipulated deadline, they shall not be entitled to exercise the rights attached to it
until its submission and the board of directors shall proceed according to Section 214.

                                                                  Section 214

           (1) If shareholders delay in submitting the certificated shares or interim certificates withdrawn from circulation by the
company for the purpose of their replacement, or designation of a new nominal value, or destruction and/or during their change
of format with their subsequent return or acceptance, the board of directors shall call on these shareholders in the manner
stipulated by law and the articles of association for convening a general meeting to submit their certificated shares or interim
certificates, or to return or accept the certificated shares within an additional deadline designated for this purpose, with the
notice that otherwise those shares not submitted or returned shall be declared invalid or those certificated shares not accepted
shall be sold. The decision shall be published simultaneously.

          (2) The board of directors shall declare certificated shares or interim certificates not submitted within the additional
deadline, despite the request, to be invalid.

          (3) The board of directors shall inform the shareholder whose shares or interim certificates were declared invalid of
the declaration of this invalidity in the manner stipulated by law and the articles of association for convening a general meeting
(hereinafter referred to as the “affected person”). The board of directors shall publish the declaration of invalidity of shares or
interim certificates without undue delay.

           (4) New shares or interim certificates which are to be issued in lieu of the shares or interim certificates declared to be
invalid, or certificated shares which were not accepted by shareholders even within the additional deadline during a change of
format, shall be sold by the board of directors through a securities dealer without undue delay on behalf of the affected person
on the European regulated market or foreign market similar to a regulated market, that were accepted for trading on such
market, or in a public auction. The board of directors shall publish venue, time and subject of the auction at least two weeks
before it is held. Within the same deadline, it shall send a notice on the public auction or intent to sell the shares on the
European public market to the affected person, if they are known to the company. The company shall pay the yields from the
sale of shares or interim certificates to the affected person or deposit them into official safekeeping after offsetting its
receivables towards the affected person accrued in connection to declaring their shares invalid and selling them, without undue
delay.

           (5) If new shares or interim certificates are not to be issued for the shares or interim certificates withdrawn from
circulation, the declaration of invalidity of the shares or interim certificates shall not affect the rights of the affected party to
payment of their price or refunding the issue price or a part thereof. However, the company may offset receivables accrued
against the shareholder in connection to declaring their shares or interim certificates invalid against a shareholder’s receivable
for payment of the price or refunding of the issue price, and pay the difference to the affected person without undue delay after
the declaration of invalidity of the shares or interim certificates or deposit the difference into official safekeeping.

          (6) After entry of the reduction of the registered capital into the Commercial Register, the company is obliged to
destroy the returned certificated shares or interim certificates.

                                                                  Section 215
           (1) Within 30 days of the general meeting’s decision to reduce the registered capital coming into effect, the board of
directors is obliged with respect to third parties to report in writing the scope of the reduction of the registered capital to known
creditors whose receivables were accrued before the day when this decision came into effect with respect to third parties, with a
request to claim their receivables according to Subsection 3.

           (2) The decision of the general meeting on reduction of the registered capital shall be published by the board of
directors following its entry into the Commercial Register on at least two consecutive occasions with an interval of at least thirty
days and with a request to creditors to claim their receivables according to Subsection 3.

          (3) The company’s creditors mentioned in Subsection 1 are entitled, within 90 days from the day when they received
the notice on the reduction of the registered capital, otherwise within 90 days from the second publication of the request
according to Subsection 2, to request sufficient security for payment of their unpaid receivables which were not due at the time
when the notice was delivered to them or at the time of its second publication; this shall not apply if the recoverability of
receivables from the company does not worsen as a result of reducing the registered capital.

          (4) If the creditors and company do not reach an agreement on the manner of securing receivables, or if the creditor
believes that the recoverability of their receivables has worsened, the court shall decide on the creditor’s proposal for sufficient
security with respect to the type and value of the receivable.

                                                                 Section 216

          (1) After the passing of 90 days from delivery of the notice under Section 215 Subsection 1, or from the last
publication of the decision under Section 215 Subsection 2, the board of directors may file an application for entry of the
reduction of registered capital into the Commercial Register. The register court shall perform the entry if the notice of the
general meeting’s decision on the reduction of the registered capital according to Section 215 Subsection 1 and 2 and the
securing or satisfaction of creditors’ receivables are demonstrated.

          (2) The deadline set out in Subsection 1 need not be observed if the company agrees with all the creditors on
securing or satisfying their receivables before the passing of this deadline. The company must demonstrate the conclusion of
this agreement to the court when filing the application.

          (3) The registered capital is reduced as of the day of its entry into the Commercial Register.

          (4) Before the entry of the reduction of the registered capital into the Commercial Register and before satisfying or
securing the creditors’ receivables according to Section 215 Subsection 2, or before the decision according to Section 215
Subsection 4, if applicable, shareholders must not be provided with fulfilment for reasons of reducing the registered capital, or
excused from paying the unpaid part of the nominal values of their shares, or having this part reduced. Members of the board of
directors are jointly and severally liable for damage incurred by the company or its creditors through breach of this obligation.
They cannot be relieved of this liability.

                                                                Section 216a

           (1) The provisions of Section 215 and the provisions of Section 215 and Section 216 Subsection 1 and 2 shall not
apply if the company

a) reduces the registered capital for the purpose of compensating losses, or

b) reduces the registered capital for the purpose of a transfer to the reserve fund to compensate future losses, and the amount
transferred to the reserve fund does not exceed 10% of the registered capital.

          (2) The company must prove fulfilment of the conditions stipulated in Subsection 1 to the court when filing the
application for entry.

          (3) The reserve fund created in the scope according to Subsection 1 Paragraph b) may be used only to compensate
losses or to increase the company’s registered capital if the reserve fund exceeds the amount in which it is mandatorily created
under Section 217. The reserve fund created under Section 161d and 161f shall not be taken into account.

           (4) In connection to a reduction of the registered capital according to Subsection 1, no payment may be provided in
favour of shareholders. If shareholders were provided with payment, they are obliged to return it. The members of the board of
directors are jointly and severally liable for the fulfilment of this obligation.

                                                                Section 216b

          (1) A decision to reduce and increase the registered capital may be adopted at a single general meeting only if the
registered capital is reduced under the conditions stipulated in Section 213d or Section 216a Subsection 1.

          (2) During the procedure according to Subsection 1, the company may undertake legal acts aimed at increasing the
registered capital only after the reduction of the registered capital has been entered into the Commercial Register.

                                                                Section 216c

                                     Concurrent Reduction and Increase of the Registered Capital

         (1) If the conditions of Section 216a are fulfilled and the purpose of reducing the registered capital is to reconcile the
nominal value of existing shares accepted for trading on a European regulated market or foreign market similar to a regulated
market with their price on such market in connection to the increase of registered capital by subscribing new shares based on
the public offer of a contract, the general meeting may decide simultaneously on the reduction and increase of the registered
capital (concurrent reduction and increase of the registered capital). In this case, the provisions of Section 216b shall not apply.

         (2) In the resolution on the concurrent reduction and increase of the registered capital, the general meeting may
determine the scope of reduction of the registered capital by stipulating the manner of calculating the amount of reduction
depending on the issue price of the new shares, which will be stipulated later, and authorise the board of directors to publish
without undue delay the amount of reduction of the registered capital and the corresponding new nominal value of existing
company shares in the manner stipulated by law and the articles of association for convening a general meeting.

           (3) The register court shall decide on the entry of the general meeting’s resolution on concurrent reduction and
increase of the registered capital in a single resolution. The register court shall decide on the entry of the reduction and increase
of registered capital also in a single resolution, where the content of the entry shall first state the amount by which the registered
capital was reduced, and then the amount by which the registered capital was increased. The register court shall not permit the
reduction and increase of the registered capital if the registered capital does not attain at least the value under Section 162
Subsection 4 after concurrent reduction and increase..

                                                                 Subdivision 7

                                                      Reserve Fund and Option Certificates

                                                                  Section 217

          (1) The company creates a reserve fund at the time and in the amount set out by the articles of association and this
Act.

           (2) The company is obliged to create a reserve fund from the net profit reported in the annual financial statements for
the year in which it first generates a net profit, in the amount of at least 20% of net profit but not more than 10% of the value of
its registered capital. This fund shall be supplemented annually by the amount set out by the articles of association, but at least
5% of net profit, until the value of the reserve fund is equal to amount set out in the articles of association, but at least 20% of
the registered capital. This does not apply if the reserve fund has already been created from overpayments exceeding the issue
price of shares. A reserve fund thus created, up to the value of 20% of the registered capital, may only be used to compensate
losses.

          (3) The board of directors decides on the use of the reserve fund, unless the articles of association or this Act stipulate
otherwise.

                                                                  Section 217a

                                                               Option Certificates

          (1) A joint stock company is entitled to issue securities identified as option certificates in order to exercise the priority
right according to Section 160 Subsection 1 and 6 and according to Section 204a.

          (2) An option certificate according to Subsection 1 (hereinafter referred to as an “option certificate”) may be issued
only as a bearer security. The option certificate may be issued in certificated or book-entered format.

          (3) The option certificate must contain:

a) the company’s business name and registered office,

b) the number of shares and their type, form and format or the number of exchangeable or priority bonds, their format, form and
nominal value that may be acquired,

c) the time and venue for applying the priority right,

d) the issue price of shares or bonds to which the priority right may be applied, or the manner of its determination,

e) information that they are bearer certificates.

          (4) An option certificate in certificated form must also contain the issue date, signature or signatures of the members
of the board of directors entitled to act in the name of the company and numerical identification of the share or bond for which it
was issued.

           (5) If the company has issued option certificates in book-entered form, the decisive day (Section 156b) for exercising
the priority right is the day when this priority right could be exercised for the first time.

            (6) If the company has issued option certificates in book-entered form, it shall instruct the person that keeps records of
book-entered securities to issue the securities, providing the priority right was exercised punctually and without undue delay
after fulfilment of the conditions for the issuance of these securities, and at the same time it shall order the cancellation of the
option certificates from which the priority right was exercised. After the passing of the deadline for exercising the priority right,
the company shall order the cancellation of the option certificates from which the priority right was not exercised.

                                                                 Subdivision 8

                                                    Winding up and Liquidation of a Company
                                                                   Section 218

          The provisions of Section 68 through 75b shall apply to the winding up and dissolution of a company, unless
stipulated otherwise below.

                                                                   Section 219

              (1) The liquidator is appointed and removed by the general meeting, unless the law stipulates otherwise.

          (2) Unless it follows otherwise from the articles of association, the shareholders mentioned in Section 181 Subsection
1 may petition the court, stating their reasons, to remove the liquidator appointed by the general meeting and replace him/her
with another person. This does not affect the provision of Section 71 Subsection 4.

              (3) A liquidator not appointed by the court may be removed by the general meeting and replaced with a different
liquidator.

                                                                   Section 220

          (1) The liquidation balance is divided among shareholders in proportion to the nominal values of their shares. This
shall not affect the provision of Section 159 Subsection 1. The right to a share in the liquidation balance is independently
transferable from the day when the proposal for division of the liquidation balance was approved.

          (2) If the liquidation balance is insufficient to pay the nominal values of shares, the liquidation balance shall be divided
into a part belonging to the owners of priority shares and remaining shares in the scope determined by the articles of
association. The part of the liquidation balance is divided among shareholders in proportion to the paid nominal value of their
shares.

          (3) The claim to payment of a share in the liquidation balance arises for the shareholder upon returning the certificated
company shares submitted upon request from the liquidator. The liquidator shall destroy the returned shares. If the shareholder
does not return the certificated shares upon request from the liquidator, the liquidator shall proceed as appropriate according to
the provisions of Section 214.

            (4) If the company has issued book-entered shares, the claim to payment of a share in the liquidation balance arises
as of the day when the company's shares were cancelled in the records of book-entered securities based on an order from the
liquidator.

        (5) The register court shall delete the company from the Commercial Register only if it is proven that all of the
company's shares have been destroyed, declared invalid or cancelled.

                                                                 Subdivision 9

                                                                    Repealed


                                                                Heading Omitted

                                                                  Section 220a

                                                                    Repealed


                                                                  Section 220b

                                                                    Repealed


                                                                  Section 220c

                                                                    Repealed


                                                                  Section 220d

                                                                    Repealed


                                                                  Section 220e

                                                                    Repealed


                                                                  Section 220f

                                                                    Repealed
  Section 220g

   Repealed


  Section 220h

   Repealed


  Section 220i

   Repealed


  Section 220j

   Repealed


  Section 220k

   Repealed


  Section 220l

   Repealed


 Section 220m

   Repealed


  Section 220n

   Repealed


  Section 220o

   Repealed


Subdivision 10

   Repealed


  Section 220p

   Repealed


Subdivision 11

   Repealed


Heading Omitted

  Section 220r

   Repealed


  Section 220s

   Repealed


  Section 220t

   Repealed
                                                                Section 220u

                                                                 Repealed


                                                                Section 220v

                                                                 Repealed


                                                                Section 220w

                                                                 Repealed


                                                                Section 220x

                                                                 Repealed


                                                                Section 220y

                                                                 Repealed


                                                                Section 220z

                                                                 Repealed


                                                               Section 220za

                                                                 Repealed


                                                              Subdivision 12

                                                                 Repealed


                                                               Section 220zb

                                                                 Repealed


                                                               Section 220zc

                                                                 Repealed


                                                            Chapter II

                                                          Cooperatives


                                                                 Division I

                                                             Basic Provisions

                                                                 Section 221

            (1) A cooperative is an association of an unrestricted number of persons founded for the purpose of entrepreneurial
activity or to secure the economic, social or other needs of its members.

          (2) A cooperative that secures the housing needs of its members is a housing cooperative.

          (3) The business name of a cooperative must contain the designation “cooperative”.

          (4) A cooperative must have at least five members; this shall not apply if at least two of its members are legal entities.
The joining of additional members or the termination of membership of existing members shall not affect the existence of the
cooperative, providing the cooperative fulfils the conditions according to the previous sentence.

                                                                 Section 222
          (1) A cooperative is a legal entity. It is liable for the breach of its obligations with all of its assets.

          (2) The members are not liable for the cooperative’s obligations. The articles of association may determine that based
on a decision of the members’ meeting, the cooperative members or some of them have a payment obligation towards the
cooperative up to a certain value that exceeds the membership contribution to cover the cooperative’s losses. However, a
member’s payment obligation must not be more than three times the membership contribution.

                                                                     Section 223

          (1) The cooperative’s registered capital consists of the sum of membership contributions which the members of the
cooperative have committed to pay.

       (2) The articles of association determine the value of the cooperative’s registered capital, which is entered in the
Commercial Register (entered registered capital). The entered registered capital must be at least CZK 50,000.

          (3) The condition for establishing membership is the payment of the membership contribution set out in the articles of
association (basic membership contribution) or the part of the basic membership contribution set out in the articles of
association (entry contribution).

           (4) If permitted by the articles of association, members of the cooperative may commit to additional membership
contribution and additional asset participation in the cooperative’s entrepreneurial activity under the conditions designated by
the articles of association.

        (5) Non-monetary contributions are appraised in the manner set out by the articles of association or agreed by all the
members during foundation of the cooperative.

           (6) A member is obliged to pay the membership contribution exceeding the entry contribution within three years,
unless the articles of association set out a shorter deadline. The articles of association may designate that members are
obliged, if required by the cooperative’s losses, to pay the unpaid part of the membership contribution even before its due date
day, based on a decision of the members’ meeting.

                                                                     Section 224

                                                          Foundation of a Cooperative

          (1) A founding meeting of the cooperative must be held in order to found the cooperative.

          (2) The founding meeting of the cooperative:

a) determines the entered registered capital,

b) approves the articles of association,

c) elects the board of directors and controlling committee.

          (3) Persons who have filed an application to the cooperative are entitled to vote during the founding meeting of the
cooperative. Before deciding on the matters listed in Subsection 2, the founding meeting of the cooperative shall elect a
chairperson. Until the election thereof, the meeting is chaired by the convener.

          (4) The founding meeting of the cooperative shall elect and adopt resolutions by a majority of those present. A person
applying for membership may retract their application immediately after voting on the articles of association, if it voted against
their adoption.

          (5) The founding meeting of the cooperative shall lead to the foundation thereof, providing the applicants for
membership have at the meeting committed to the membership contributions attaining the stipulated amount of the entered
registered capital. The basic membership or entry contribution must be paid within 15 days from the convening of the founding
meeting of the cooperative to the designated member of the board of directors in the manner stipulated by the members’
meeting.

            (6) The course of the founding meeting of the cooperative is certified by a notarial deed, with an annex consisting of
the list of members and the value of the individual membership contributions to which they committed at the founding meeting. A
notarial deed is drawn up of the decision of the founding meeting on approving the articles of association, which must contain
the approved text of the articles of association.

                                                                     Section 225

            (1) The cooperative is founded on the date of entry into the Commercial Register. Before filing an application for this
entry, at least one half of the entered registered capital must be paid.

        (2) The application for entry must be filed by the board of directors. The application for entry is signed by all the
members of the board of directors.

          (3) The following are attached to the application for entry:

a) a duplicate of the notarial deed on the founding meeting of the cooperative and a duplicate of the notarial deed on the
decision of the founding meeting of the cooperative approving the articles of association,
b) the cooperative’s articles of association,

c) a document of payment of the stipulated part of the entered registered capital.

                                                                 Section 226

          (1) The cooperative’s articles of association must contain:

a) the cooperative’s business name and registered office,

b) the subject of entrepreneurial activity (business object),

c) the establishment and termination of membership, the rights and obligations of members towards the cooperative and the
cooperative towards its members,

d) the value of the basic membership contribution, and the value of the entry contribution, if applicable, the manner of paying
membership contributions and settling the membership share upon termination of membership,

e) the bodies of the cooperative and their number of members, the duration of the term of office, manner of appointment,
competences and manner of their convening and rules of procedure,

f) the manner in which profit shall be used and potential losses paid,

g) the creation and use of the indivisible fund,

h) other provisions, arising from this Act.

          (2) If according to the articles of association a condition for membership is also the member’s employment relationship
with the cooperative, the articles of association may contain rules on how these relations are to be regulated. This regulation
must not be contrary to labour law, unless such regulation is more favourable for the member. If the articles of association do
not contain any special such regulation, labour law shall apply.

          (3) The members’ meeting decides on the amendment of the articles of association. The board of directors is obliged
to inform the register court of any amendment of the articles of association within 30 days of its approval. The provision of
Section 173 Subsection 4 shall similarly apply.

                                                                 Division II

                                                Establishment and Termination of Membership

                                                                 Section 227

        (1) The members of the cooperative may be natural persons or legal entities. If membership is conditional upon an
employment relationship with the cooperative according to the articles of association, a natural person who has completed
mandatory school attendance and attained 15 years of age may become a member of the cooperative.

          (2) Upon fulfilment of the conditions arising from the law and articles of association, membership is established:

a) during foundation of the cooperative on the day of its formation,

b) at any time during the existence of the cooperative by accepting a member based on a written membership application,

c) by transfer of membership, or

d) by other means stipulated by law.

           (3) If an employment relationship between the member and the cooperative is a condition for membership according
to the articles of association and if it does not follow otherwise from the articles of association, membership is established on the
day agreed as the day of establishing the employment relationship, and expires on the day of the expiry of the member’s
employment relationship with the cooperative.

          (4) Membership shall not be established before payment of the entry contribution.

          (5) The detailed rules of membership, its establishment and termination, are regulated in the articles of association.

                                                                 Section 228

            The cooperative keeps a list of all its members. Apart from the business name or designation and registered office of
legal entities or name and residential address of natural persons as members, the list also contains the value of the membership
contribution and the value in which it was paid. All changes in the registered facts must be indicated in the list without undue
delay. The board of directors shall allow anybody that proves their legal interest to view the list. A member of the cooperative is
entitled to view the list and request confirmation of membership and the content of their registration in the list.

                                                                 Section 229
          (1) A member may transfer membership rights and obligations to a different member of the cooperative, unless this is
excluded by the articles of association. The agreement on transfer of membership rights and obligations to a different person is
subject to consent from the board of directors. The articles of association may designate the reasons that exclude such transfer.
The member may appeal a negative decision before the members’ meeting. Based on the decision of the board of directors or
members’ meeting on approval of the agreement on transfer of membership rights and obligations, the acquirer of membership
rights and obligations becomes a member of the cooperative in the scope of the rights and obligations of the transferring
member.

           (2) The articles of association may designate cases in which the board of directors must not refuse its consent to the
transfer of membership rights and obligations or when consent from the board of directors is not required.

                                                                 Section 230

          The transfer of rights and obligations attached to membership in a housing cooperative based on an agreement is not
subject to consent from the bodies of the cooperative. Membership rights and obligations attached to membership are
transferred to the acquirer in relation to the cooperative upon presentation to the respective cooperative of the agreement on
transfer of membership, or on the later date indicated in this agreement. The same effects as submission of an agreement on
transfer of membership shall occur as soon as the respective cooperative receives a written notice from the member to date
regarding the transfer of membership and written consent from the acquirer of membership.

                                                                 Section 231

           (1) Membership expires by written agreement, resignation, expulsion, declaration of bankruptcy on the member’s
assets, rejection of an insolvency petition due to a lack of members’ assets, an enforceable order to execute a decision by
encumbering membership rights and obligations, issuance of a distraint order to encumber membership rights and obligations
following the entrance into full force and effect of a resolution on ordering distrainment, or by termination of the cooperative.

          (2) If bankruptcy on the assets of a member was cancelled for reasons other than fulfilment of the distribution
schedule or because the debtor’s property is entirely insufficient, their membership shall be renewed; if the cooperative has
already paid the member a settlement share, the member must refund it to the cooperative within 2 months of cancellation of
bankruptcy. This shall similarly apply in the case that the execution of a decision by encumbering the membership rights and
obligations of the member in the cooperative was enforceably suspended, or distrainment according to a special legal regulation
was enforceably suspended.

           (3) Membership is terminated by resignation within the period set out by the articles of association, but at the latest
within six months from the day when the member notified the cooperative’s board of directors in writing of their resignation.

           (4) A member may be expelled if they repeatedly and despite warning breach membership obligations, or for other
material reasons listed in the articles of association. A natural person may also be expelled if he/she was enforceably convicted
of an intentional criminal offence committed against the cooperative or a member thereof. Unless designated otherwise by the
articles of association, the board of directors decides on the expulsion, which must be disclosed in writing to the member. The
member is entitled to appeal the decision on expulsion before the members’ meeting. The right to appeal shall expire if it is not
exercised within three months from the day the member learned or could have learned about the decision on expulsion.

           (5) Based on a petition from the member affected by the decision, the court shall declare the decision of the members’
meeting on expulsion of the member to be invalid if it is contrary to the law or articles of association. The right to file a petition
shall expire if it is not exercised within 3 months from the day of the members’ meeting that confirmed expulsion, or from the day
when the member could have learned of the convening of the members’ meeting that confirmed expulsion if such meeting was
not duly convened, but at the latest within one year from its convening.

           (6) If the reason for the petition under Subsection 5 is that the members’ meeting did not adopt the asserted decision
because it did not vote on it, or that the content of the asserted decision does not correspond to the decision adopted by the
members’ meeting, the petition may be filed within 3 months from the day when the member learned of the asserted decision,
but at the latest within one year from the day or asserted day of the members’ meeting.

                                                                 Section 232

          (1) Membership of a natural person expires upon death. The heir to the membership rights and obligations of the
deceased may ask the cooperative for membership. The law or articles of association may determine circumstances in which
the board of directors is not permitted to refuse the heir’s membership, or when consent from the board of directors to the
acquisition of membership rights and obligations by the heir is not required.

       (2) Consent from the board of directors is not required if the heir acquired the rights and obligations attached to
membership in a housing cooperative.

         (3) An heir who did not become a member is entitled to the settlement share of the member whose membership has
been terminated.

          (4) The membership of a legal entity in the cooperative is terminated by its entry into liquidation or declaration of
bankruptcy, or its dissolution. If the legal entity has a legal successor, the successor enters into all of its existing membership
rights and obligations.

                                                                 Section 233

          (1) Upon termination of membership during the cooperative’s existence, the member to date is entitled to a settlement
share.

          (2) The settlement share is determined by the proportion of the paid membership contribution of the member to date
multiplied by the number of completed years of membership to the total paid contributions of all members multiplied by the
number of completed years of their membership.

           (3) The balance of the cooperative’s equity according to the financial statements for the year in which membership
was terminated is decisive for determining settlement shares. When determining the settlement share, capital which is in the
indivisible fund, and in other security funds if it follows from the articles of association, shall not be taken into account. Likewise,
the contributions of members whose membership is less than one year before the day as of which the annual financial
statements are compiled shall not be taken into account.

         (4) The claim to a settlement share is due upon the passing of three months from the approval of the financial
statements for the year in which membership was terminated. The claim to a share in profit arises only for the period of
membership.

          (5) The provisions of Subsection 2 through 4 shall apply only unless articles of association stipulate otherwise.

                                                                  Section 234

          (1) The settlement share is paid in money. The articles of association may designate that in cases when the
membership contribution consisted entirely or in part of the transfer of ownership rights to real estate to the cooperative, the
member may request settlement by returning this real estate, in the value registered in the cooperative’s assets during
termination of membership. If the value of the settlement share is less than the value of the returned real estate, the acquiring
member is obliged to pay the cooperative the difference in money. The articles of association may designate that the procedure
shall be similar in cases when the membership contribution consisted of the provision of a different substantive fulfilment. The
cooperative is liable to the member if it disposes of the cooperative’s assets in a manner that would prevent such return.

          (2) The member is entitled to the claim according to Subsection 1 for the return agricultural land contributed to the
cooperative even if the articles of association do not stipulate this claim.

                                                                  Section 235

                                                                Indivisible Fund

          (1) During its foundation, the cooperative is obliged to establish an indivisible fund equal to at least 10% of the entered
registered capital. The cooperative supplements this fund by at least 10% of the annual net profit until the value of the indivisible
fund attains an amount equal to half of the entered registered capital of the cooperative. The articles of association may
designate the creation of a higher indivisible fund or additional security funds.

          (2) The indivisible fund must not be used for division among members during the existence of the cooperative.

                                                                  Section 236

                                                               Division of Profit

         (1) The members’ meeting decides on determination of the profit to be divided among members during discussion of
the annual financial statements.

          (2) Unless it follows otherwise from the articles of association, the share of each member in the profit designated for
division among members is determined as the proportional value of their paid contribution to the paid contributions of all the
members; for members whose membership lasted only a part of the year in the decisive year, this share shall be curtailed
accordingly.

          (3) The cooperative’s articles of association or resolution of the members’ meeting, if permitted by the articles of
association, may designate a different manner of defining the member’s share in the profit that is to be divided among members.

                                                                  Division III

                                                           Organs of a Cooperative

                                                                  Section 237

          The organs of the cooperative are:

a) the members’ meeting,

b) the board of directors,

c) the controlling committee,

d) other cooperative organs according to the articles of association.

                                                                  Section 238
          (1) Only a member of the cooperative may be an organ of the cooperative or member thereof; this shall not affect the
provisions of Section 244a and special legal regulations on the election of members of the controlling committee by employees.
Election conducted contrary to this shall be invalid.

          (2) If a legal entity is a member of an elected organ of the cooperative, it exercises the rights and obligations attached
to its membership in the cooperative’s organ through the natural person entitled to do so; the power of attorney must be in
writing. The entitled representative must fulfil the same conditions as though they were a member of the elected body of the
cooperative in person, with the exception of membership in the cooperative, and he/she must not grant additional power of
attorney for this purpose to a third party.

           (3) Unless this Act stipulates otherwise, the validity of resolutions of the members’ meeting, board of directors and
controlling committee requires their due convening, the presence of at least a one-half majority of the members and consent of
a majority of the members present. This Act or the articles of association shall designate which resolutions require the consent
of a qualified majority.

                                                             Members’ Meeting

                                                                 Section 239

          (1) The supreme body of the cooperative is the members’ meeting (hereinafter referred to as the “members’
meeting”).

           (2) The members’ meeting meets within the deadline set out by the articles of association, but at least once a year.
Convening of the members’ meeting must be announced to the members in the manner set out by the articles of association.
Upon request from one third of the members of the cooperative or controlling committee, or 3 delegates, the board of directors
shall include the issue designated by them into the agenda of the members’ meeting. The provision of Section 182 Subsection 1
Paragraph a) shall apply as appropriate.

           (3) A members’ meeting must be convened if requested in writing by at least one third of all cooperative members, the
controlling committee, and in other cases if set out by the articles of association. If the board of directors does not convene a
members’ meeting so that it takes place within 40 days from delivery of the request, the person authorised in writing by the
persons or body that requested the convening of the members’ meeting is entitled to convene the members’ meeting of their
own accord. The members of the board of directors are jointly and severally obliged to give this person the list of cooperative
members, or delegates if applicable, upon their request.

          (4) The competences of the members’ meeting include:

a) amending the articles of association,

b) electing and removing members of the board of directors and controlling committee,

c) approving the annual financial statements,

d) deciding on the division and use of profit, or the manner of paying losses,

e) deciding on the increase or reduction of the entered registered capital,

f) deciding on basic issues in connection with ideas for developing the cooperative,

g) deciding on winding up the cooperative with liquidation or on transformation of the cooperative,

h) deciding on the conclusion of the contracts under Section 67a and other important disposals of assets,

i) deciding on the sale or other asset disposal of real estate containing apartments, or the apartments themselves; the members’
meeting may adopt these decisions only upon prior written consent from a majority of the members of a housing cooperative
who are tenants of the real estate concerned in the decision; this does not apply if the cooperative has an obligation to transfer
an apartment or non-residential premises into the ownership of a member who is a tenant.

           (5) The members’ meeting decides on other matters concerning the cooperative and its activities if stipulated by this
Act, the articles of association, or if it has retained the right to decide on certain matters.

           (6) The articles of association of the cooperative may designate that the members’ meetings shall be held in the form
of partial meetings. When making decisions, the votes submitted at all the partial members’ meetings shall be added together.
Partial members’ meeting cannot decide on dissolution of the cooperative or in other cases, if set out by the articles of
association.

          (7) If it is not possible to convene a members’ meeting with respect to the scope of the cooperative, the articles of
association may designate that the competences of the members’ meeting shall be carried out by a congregation of delegates in
the scope designated therein. Each delegate is elected by the same number of votes. The articles of association may designate
exceptions to this rule, if these are necessary with regards to the organisation of the cooperative.

           (8) If the members’ meeting does not have a quorum, the board of directors shall convene a substitute members’
meeting so that it is held within 3 weeks from the day on which the original members’ meeting was convened. The substitute
members’ meeting must be convened by means of a new invitation with an unchanged agenda. The invitation must be sent at
the latest within 15 days from the day on which the original members’ meeting was convened, but at the latest 10 days before
the day of the substitute members’ meeting. The substitute members’ meeting has a quorum regardless of the provision of
Section 238 Subsection 3. The procedure is similar if the members’ meeting was held in the form of partial members’ meetings
or a meeting of the delegates’ congregation.

                                                                 Section 240

          (1) When voting, each member has one vote, unless the articles of association designate otherwise. In the case of
voting on matters under Section 239 Subsection 4 Paragraphs a), g) and h), each member has only one vote.

         (2) A cooperative member may authorise in writing a different cooperative member or other person to represent them
at the members’ meeting.

                                                                 Section 241

          (1) Minutes are drawn up of each members’ meeting, which must contain:

a) the date and venue of the meeting,

b) adopted resolutions,

c) the results of voting,

d) any unaccepted objections of members who requested the entry of such objections into the minutes.

          (2) The annex to the minutes consists of a list of participants at the meeting, the invitation to the meeting and
reference materials which were submitted with respect to the points discussed.

          (3) Each member is entitled to request the minutes and the annexes thereto for viewing.

          (4) A notarial deed must be drawn up of any decision of the members’ meeting that amends the articles of association
of the cooperative, and it must also contain the approved text of the amended articles of association.

                                                                 Section 242

           (1) Based on a petition from a member, the court shall pronounce the invalidity of a resolution of a members’ meeting
if the resolution is contrary to the law or the articles of association of the cooperative. The member may file a petition to the
court if they requested the entry of objections at the members’ meeting that adopted the resolution, or if they reported the
objection to the board of directors within one month from the day of this meeting and it was not duly convened within one month
from the day when they learned of its convening, but at the latest within one year from the date of the members’ meeting. The
petition may be filed to the court only within one month from the day the member requested entry of the objection or reported
the objection to the board of directors.

          (2) If the reason for the petition according to Subsection 1 is that the asserted decision of the members’ meeting was
not adopted because it did not vote on it, or that the content of the asserted decision does not correspond to the decision
adopted by the members’ meeting, then the civil action may be filed within one month from the day when the member learned of
the asserted decision, but at the latest within one year from the date or asserted date of the members’ meeting. In other cases,
the provisions of Section 131 shall similarly apply.

                                                                 Section 243

                                                            Board of Directors

          (1) The board of directors manages the cooperative’s activities and decides on all matters of the cooperative which
are not reserved to a different organ by this Act or the articles of association.

          (2) The board of directors is the statutory body of the cooperative.

           (3) The board of directors carries out the resolutions of the members’ meeting and answers to it for its activities.
Unless it follows otherwise from the articles of association, the chairperson or deputy chairperson acts externally on behalf of
the board of directors. However, if written form is required for a legal act undertaken by the board of directors, the signatures of
at least two members of the board of directors are required.

           (4) The board of directors meets as required. It must meet within 10 days from delivery of an initiative from the
controlling committee if deficiencies were not remedied based on its request.

          (5) The board of directors shall elect a chairperson of the cooperative (board of directors) and a deputy chairperson, if
applicable, from among its ranks, unless the articles of association designate that they are elected by the members’ meeting.
The deputy chairperson represents the chairperson during his/her absence. Other members of the board of directors may be
authorised with representative capacities in the order set out by the board of directors.

           (6) The chairperson of the cooperative organises and manages the meetings of the board of directors. If designated
by the articles of association, he/she also organises and manages the regular activities of the cooperative.

          (7) The articles of association may designate that the regular activities of the cooperative are organised and managed
by a director appointed and removed by the board of directors.

          (8) The provisions of Section 193 Subsection 2, Section 194 Subsection 2 first through fifth sentences, and Section
194 Subsection 4 through 7 shall similarly apply to members of the board of directors, and members of other organs
participating in management, if applicable..

                                                                Section 243a

          (1) Each member is entitled to file a civil action on behalf of the cooperative for compensation of damage incurred by
the cooperative against a member of the board of directors or against a member of a different organ participating in the
management of the cooperative or its organisational unit. A person other than the member of the cooperative which filed the
action or the person authorised by the former cannot take action in the proceedings in the name of the cooperative or on its
behalf.

          (2) The provision of Subsection 1 shall not apply if the board of directors is seeking compensation of damage.

                                                                Section 244

                                                          Controlling Committee

           (1) The controlling committee is entitled to check and review all of the cooperative’s activities and discuss complaints
from its members. It answers only to the members’ meeting and is independent of the other organs of the cooperative. The
controlling committee must have at least three members.

         (2) The controlling committee comments on the annual financial statements and proposal for division of profit or
payment of losses of the cooperative.

        (3) The controlling committee informs the board of directors of any deficiencies found and requests the
implementation of remedial action.

          (4) The controlling committee meets as needed, but at least once every three months.

          (5) The controlling committee elects a chairperson and if applicable a deputy chairperson from among its ranks,
unless the articles of association stipulate that they are elected by the members’ meeting.

          (6) The controlling committee is entitled to request any information about the cooperative’s financial results from the
board of directors. The board of directors is obliged to inform the controlling committee without undue delay of any facts which
may have material consequences on the financial results or position of the cooperative and its members. The same applies with
respect to the director.

          (7) The controlling committee may authorise one or more members to carry out individual acts, where they are entitled
to request information in the scope of the controlling committee’s authorisation in such matter.

          (8) Section 243 Subsection 8 shall apply to members of the controlling committee..

                                                                Section 244a

          (1) If, in the manner and under the conditions stipulated by the Act on Transformations of Commercial Companies and
Cooperatives, the employees of the successor cooperative following the entry of a cross-border merger into the Commercial
Register acquire the right to elect and remove one or more members of the controlling committee of a cooperative that has its
registered office in the Czech Republic after entry of the cross-border merger into the Commercial Register, the cooperative is
obliged to establish a controlling committee; the provisions of Section 245 shall not apply in this case. The number of members
of the controlling committee elected by employees must never be higher than the number of members of the controlling
committee elected by the members’ meeting. The provisions of Section 200 Subsection 5 through 7 shall similarly apply in this
case.

            (2) If a cooperative which has its registered office in the Czech Republic after entry of a cross-border merger into the
Commercial Register and in which the employees are entitled to elect and remove one or more members of the controlling
committee participates in a domestic merger within the deadline stipulated by the Act on Transformations of Commercial
Companies and Cooperatives, the employees of the successor cooperative or its legal successor after entry of the domestic
merger into the Commercial Register shall have the same right under the same conditions; this shall not apply if the Act on
Transformations of Commercial Companies and Cooperatives stipulates otherwise. The provision of the first sentence shall also
apply in cases of second and additional domestic mergers in which the cooperative or its legal successor whose registered
office is in the Czech Republic after entry of a cross-border merger into the Commercial Register and in which the employees
are entitled to vote and remove one or more members of the controlling committee participate within the deadlines stipulated by
the Act on Transformations of Commercial Companies and Cooperatives.

         (3) If employees lose the right to membership of one or more members elected by employees in the controlling
committee of the cooperative under the conditions and in the manner stipulated by the Act on Transformations of Commercial
Companies and Cooperatives, the membership of persons elected by employees in the controlling committee shall be
terminated and the cooperative may proceed according to Section 245, provided it fulfils the conditions stipulated therein.

                                                                Section 245

                                                      Organs of a Small Cooperative

          (1) In a cooperative of less than fifty members, the articles of association may designate that the competences of the
board of directors and controlling committee shall be carried out by the members’ meeting.
          (2) The statutory body is the chairperson or other member authorised by the members’ meeting.

          (3) In cooperatives which have less than five members and which have legal entities as members, the articles of
association shall determine the statutory bodies and manner of making decisions.

                                   Joint Provisions on Membership in the Organs of a Cooperative

                                                                Section 246

         (1) The term of office of members of the cooperative’s organs is determined by the articles of association, but must
not exceed five years.

          (2) The members of the first organs after foundation of the cooperative may be elected only for a maximum term of
three years.

          (3) Unless the articles of association stipulate otherwise, members of the cooperative’s organs may be elected
repeatedly.

                                                                Section 247

         (1) The functions of a member of the board of directors or member of the controlling committee are mutually
incompatible.

          (2) The articles of association may designate other cases of incompatibility regarding functions or circumstances due
to which a member of the cooperative cannot be a member of one of the elected organs of the cooperative.

                                                                Section 248

           (1) A member of the cooperative who is elected to a function may resign from the function; however, they are obliged
to notify this fact to the organ of which they are a member. The function is terminated on the day when the resignation is
discussed by the entitled organ according to the articles of association. Unless the articles of association stipulate otherwise,
resignation shall be discussed by the organ that elected the member. The respective organ must discuss the resignation at its
next meeting after it learned of the resignation, but at the latest within three months. After the passing of this deadline, the
resignation shall be deemed to have been discussed.

           (2) If the articles of association designate that substitute members of the cooperative’s organs are to be elected, the
substitute shall take up the function in lieu of the resigning member from the effective day according to the stipulated sequence.

          (3) If a substitute is not elected, the organ may call on a substitute member until due election of new member can be
carried out. The substitute member has the rights and obligations of a due member.

          (4) The provisions of Subsection 2 and 3 shall apply also in cases when membership in the organ is terminated by
death.

                                                                Section 249

                                                           Ban on Competition

          The members of the board of directors and controlling committee of the cooperative, authorised signatories and the
director must not be entrepreneurs or members of the statutory or supervisory bodies of legal entities with a similar subject of
entrepreneurial activity. The articles of association may regulate the scope of the ban on competition otherwise.

                                                                Section 250

                                     Voting on the Board of Directors and Controlling Committee

           (1) Each member of the board of directors and controlling committee is entitled to one vote. Voting is public unless the
articles of association designate that certain issues are voted on in secret. In individual cases, the deciding organ may resolve
on a secret vote.

          (2) If permitted by the articles of association, a resolution may be adopted by a vote conducted in writing or by means
of communication technology, providing all the members of the organ agree on this manner of voting. In this case, those voting
shall be considered present (Section 238 Subsection 3).

                                                                Section 251

           The claims of the cooperative arising from the liability of members of the cooperative’s bodies for damage shall be
applied by the board of directors. The cooperative’s claims towards members of the board of directors are applied by the
controlling committee through its designated member.

                                                               Division IV

                                Annual Financial Statements and Annual Report on Financial Results

                                                                Section 252
          (1) The cooperative is obliged to compile financial statements for every year.

          (2) Together with the annual financial statements, the board of directors shall also propose the means of dividing and
using profit, or the manner of paying losses, if applicable.

        (3) Members of the cooperative may request to view the annual financial statements and proposal for division of profit
and payment of losses.

                                                                 Section 253

            If designated by the articles of association or special legal regulation 7), the board of directors shall ensure the
compilation of an annual report on the cooperative’s financial results, which shall include an overview of entrepreneurial
activities in the past year and forecasts for further entrepreneurial activity, as well as other facts designated by the articles of
association. The board of directors submits the annual report together with the annual financial statements to the members’
meeting for approval.

                                                                 Division V

                                 Winding up, Liquidation and Change of Legal Form of a Cooperative

                                                                 Section 254

          (1) The cooperative is dissolved by its deletion from the Commercial Register. A cooperative involved in a cross-
border merger is dissolved on the day of entry of the cross-border merger into the Commercial Register or foreign commercial
register.

          (2) The cooperative is wound up:

a) by resolution of the members’ meeting,

b) by cancellation of bankruptcy upon fulfilment of the distribution schedule or cancellation of bankruptcy because the debtor’s
property is entirely insufficient,

c) by decision of the court,

d) upon the passing of the term for which the cooperative was founded,

e) upon achieving the purpose for which the cooperative was founded.

          (3) A notarial deed must be drawn up of the members’ meeting’s decision on winding up the cooperative.

                                                                 Section 255

                                                                  Repealed


                                                                 Section 256

                                                                  Repealed


                                                                 Section 257

            (1) Based on a proposal from a state authority, organ or member of the cooperative, or a person which proves its legal
interest, the court may decide on winding up the cooperative and its liquidation if:

a) the number of cooperative members has declined to less than the number stipulated in Section 221 Subsection 4,

b) the sum of membership contributions has declined to less than the amount stipulated in Section 223 Subsection 2,

c) two years have passed from the day when the term of office of the cooperative’s organs ended and new organs have not
been elected, or the obligation to convene a members’ meeting was breached, or the cooperative has not been engaged in any
activity for a period of more than two years,

d) the cooperative has breached its obligation to create an indivisible fund,

e) the cooperative breaches the provision of Section 56 Subsection 3,

f) the law was breached by the foundation, fusion or merger of the cooperative.

         (2) Before the decision on winding up the cooperative, the court shall set a deadline to eliminate the reasons for which
winding up was proposed, if such elimination is possible.

                                                                 Section 258
           (1) The members’ meeting may decide that a cooperative founded for a definite term shall continue its activities even
after the expiry of this term.

          (2) However, this decision must be made before the division of the liquidation balance begins.

                                                                  Section 259

          (1) Unless stipulated otherwise by law, the wound up cooperative shall enter liquidation. The liquidators are appointed
in the manner stipulated in the cooperative’s articles of association, otherwise they are appointed by the members’ meeting.

         (2) Before dividing the liquidation balance, liquidators are obliged to submit a proposal for its division, which shall be
discussed by the members’ meeting. The proposal for division must be submitted to each cooperative member upon request.

           (3) The liquidation balance shall be divided among the members in the manner stipulated in the articles of association.
Unless the articles of association stipulate otherwise, the members shall be paid the paid amount of their membership
contribution. The remainder of the liquidation balance shall be divided among members whose membership as of the date of
winding up of the cooperative has lasted at least one year. Unless the articles of association stipulate otherwise, the remainder
of the liquidation balance shall be divided among these members in the scope in which they have contributed to the
cooperative’s registered capital. The provision of Section 234 Subsection 1 shall apply as appropriate to refunding non-
monetary contributions..

           (4) Each cooperative member or other authorised person may propose, within three months from the day of the
members’ meeting, that the court declare the invalidity of the members’ meeting’s resolution on division of the liquidation
balance due to contravention of the legal regulations or articles of association. If the court accommodates the proposal, it shall
also decide on the division of the liquidation balance. Until the passing of the three-month deadline or the final decision of the
court, the liquidation balance must not be divided.

                                                                  Section 260

                                         Application of Regulations on Commercial Companies

           Unless stipulated otherwise in this chapter, the provisions of Chapter I, Division I (Section 56 through 75b) of this part
of the Act shall apply as appropriate to cooperatives.

                                                           Part Three

                                           Business Obligational Relations

                                                              Chapter I

                                                        General Provisions

                                                                  Division I

                                                Subject of Legal Regulation and its Nature

                                                                  Section 261

          (1) This part of the Act governs the obligational relations between entrepreneurs, if it is evident during their
establishment, with respect to all the circumstances, that they concern their entrepreneurial activity.

          (2) This part of the Act also governs the obligational relations between the state or local territorial unit and
entrepreneurs during their entrepreneurial activity, if these concern the securing of public needs. For this purpose, during the
conclusion of contracts whose content is to secure public needs, the term state shall also refer to state organisations which are
not businesses.

          (3) This part of the Act shall govern, regardless of the nature of the participants, the obligational relations:

a) between the founders of companies, between the shareholder and the company, and between the shareholders themselves
regarding relations pertaining to participation in the company and relations from contracts under which the shareholder’s
business share is transferred,

b) between the founders of a cooperative and between the member and the cooperative, and between the members of the
cooperative themselves if these follow from membership in the cooperative, as well as from contracts on the transfer of
members’ rights and obligations,

c) derived from paid contracts concerning securities and their mediation (Section 642),

d) derived from contracts on the sale of an enterprise or its part (Section 476), contracts on the lease of an enterprise (Section
488b), liens to a commercial share (Section 117a), loan contracts (Section 497), controlling contracts (Section 591), forwarding
contracts (Section 601), contracts on transport vehicle operation (Section 638), contracts on silent partnerships (Section 673),
contracts on opening a letter of credit (Section 682), collection agreements (Section 692), agreements on the deposit of items at
a bank (Section 700), current account agreements (Section 708) and deposit account agreements (Section 716),
e) derived from bank guarantees (Section 313), from traveller’s cheques (Section 720) and promises of indemnification (Section
725),

f) between a company or cooperative and a person that is the statutory body or other organ or a member thereof,

g) between the founders and contributions administrator,

h) derived from financial collateral 19).

           (4) This part of the Act also governs relations established when securing the fulfilment of obligations in obligational
relations governed by this part of the Act according to the foregoing Subsections.

          (5) When applying this part of the Act according to Subsection 1 and 2, the nature of the participants during the
establishment of the obligational relation shall be decisive.

           (6) Contracts between the parties mentioned in Subsection 1 and 2 which are not regulated under Chapter II of this
part of the Act and are regulated as a contractual type in the Civil Code shall be governed by the respective provisions on this
contractual type in the Civil Code and by the Commercial Code. Exchange agreements related to the entrepreneurial activities
of the parties, however, are governed by this Act and the provisions of this Act on a purchase contract shall apply to them as
appropriate; when fulfilling the obligation to deliver goods, each of the parties has the position of a seller, and the position of a
buyer when taking over goods.

          (7) Insurance contracts are governed by the Civil Code and special acts.

                                                                 Section 262

          (1) Parties may agree that their obligational relation which does not come under the relations stipulated in Section
261, shall be governed by this Act. If such agreement would be detrimental to the position of the participant in the agreement
which is not an entrepreneur, it shall be invalid.

          (2) ) An agreement according to Subsection 1 must be in writing.

          (3) This part of the Act also governs relations established during the securing of obligations from contracts for which
the parties have chosen to apply this Act according to Subsection 1, provided that the party providing security expresses its
consent or is aware at the time of establishing security that the secured obligation is governed by this part of the Act.

          (4) The provisions of this part shall apply to both parties in relations under Section 261 or subject to the Commercial
Code by agreement according to Subsection 1, unless it follows otherwise from this Act or special legal regulations; however,
the provisions of the Civil Code or special legal regulations on consumer contracts, adhesion agreements, abusive clauses and
other provisions aimed at consumer protection must always be applied if this is in favour of the contractual party which is not an
entrepreneur. The contractual party which is not an entrepreneur bears liability for violating the obligations from these relations
according to the Civil Code and the provisions of the Civil Code shall apply to its joint obligations.

                                                                 Section 263

          (1) The parties may diverge from the provisions of this part of the Act or exclude the individual provisions thereof, with
the exception of the provisions under Section 261 and 262, Section 263 through 272, Section 273, Section 276 through 288,
Section 301, 303, 304, Section 306 Subsection 2 and 3, Section 308, Section 311 Subsection 1, Section 312, Section 321
Subsection 4, Section 322, Section 323, 324, 341, 344, 355, 365, Section 369a Subsection 4 through 7, Section 370, 371, 376,
382, 384, Section 386 through 408, Section 444, 458, 459, 477, 478, Section 479 Subsection 2, Section 480, Section 483
Subsection 3, Section 488, 488a, Section 488c through 488e, Section 493 Subsection 1 second sentence, Section 499, Section
509 Subsection 1, Section 528, 535, 592, 597, 608, Section 612 through 614, Section 620, Section 622 Subsection 4, Section
628, 629, 655, 655a, 658, 659a, 659b, 659c, Section 660 Subsection 4 and 5, Section 662 Subsection 2 and 3, Section 662a
Subsection 3, Section 668 Subsection 2, 3, 4 and 6, Section 669 Subsection 6, Section 669a Subsection 2, Section 672a,
Section 673 Subsection 2, Section 678, Section 679 Subsection 1, Section 680, 707, Section 709 Subsection 3, Section 710
Subsection 2 and 3, Section 713 Subsection 2, Section 714 Subsection 4, Section 715a, Section 718 Subsection 1, Section
719a, Section 722 through 724, Section 729, 743 and Section 745 Subsection 2.

        (2) The parties cannot diverge from the basic provisions of this part and from provisions which prescribe the
mandatory written form of the legal act.

                                                                 Section 264

          (1) When determining the rights and obligations from an obligational relation, the business practices generally upheld
in the respective business sector shall be taken into account, provided they are not contrary to the content of the contract or the
law.

          (2) Business practices that are to be taken into account under the contract shall take precedence before the
provisions of this Act which are not mandatory in nature.

                                                                 Section 265

          Execution of a law that is contrary to the principles of honest business dealings shall not be granted legal protection.
                                                                  Division II

                                                  Miscellaneous Provisions on Legal Acts

                                                                  Section 266

         (1) An expression of will is interpreted according to the intent of the acting party, if this intent was known or should
have been known to the party for which the expression of will is designated.

          (2) In cases when the expression of will cannot be interpreted according to Subsection 1, the expression of will shall
be interpreted according to the meaning generally ascribed to it by the party in the position of the party for which the expression
of will was designated. The expressions used in business transactions are interpreted according to the meaning generally
ascribed to them in such transactions.

           (3) During interpretation of will according to Subsection 1 and 2, all the circumstances related to the expression of will
shall be duly taken into account, including negotiations on conclusion of the contract and the practice established between the
parties, as well as their subsequent behaviour, if permitted by the nature of affairs.

          (4) An expression of will containing an expression that permits various interpretations must, in the case of doubt, be
interpreted to the detriment of the party that first used this expression in negotiations.

           (5) If according to this part of the Act the registered office, place of business, factory or operation address, or
residential address of the contractual party is decisive, the place indicated in the contract shall be decisive until the other party is
notified of a change thereof.

                                                                  Section 267

           (1) If the invalidity of a legal act is stipulated only to protect one of the participants, this invalidity may be appealed
only by this participant. This shall not apply to contracts concluded according to Part Two of this Act.

          (2) The provisions of Section 49 of the Civil Code shall not apply to the relations regulated by this Act. .

           (3) If an otherwise invalid contract contains an agreement on selection of the law or this Act (Section 262) or an
agreement on resolving disputes between the contractual parties, these agreements shall be invalid only if the reason for
invalidity applies to them. On the contrary, the invalidity of these agreements shall not concern the invalidity of the contract of
which they are a part.

                                                                  Section 268

         The party that caused the invalidity of a legal act is obliged to compensate damage to the party for which the legal act
was designated, unless this party knew of the invalidity of the legal act. The provisions on the compensation of damage caused
by breach of contractual obligations (Section 373 et seq.) shall similarly apply to the compensation of this damage.

                                                                  Division III

                                           Miscellaneous Provisions on Concluding Contracts

                                                                 Subdivision 1

                                                   Negotiations on Concluding a Contract

                                                                  Section 269

          (1) The provisions regulating the individual types of contracts under Chapter II of this part of the Act shall apply only to
contracts whose content as agreed by the parties includes the fundamental parts of a contract stipulated in the basic provisions
for each of these contracts.

         (2) The parties may also conclude a contract that is not regulated as a type of contract. However, if the parties do not
designate the subject of their obligations sufficiently, the contract shall not be concluded.

            (3) The agreement on certain parts of the contract may be replaced with an agreement of the parties on the manner
allowing sufficient designation of the subject of the obligation, providing this manner does not depend on the will of one party
only. If the missing part of the contract is to be determined by the court or the designated party, it is required that the agreement
be executed in writing, and Section 291 shall similarly apply.

                                                                  Section 270

          (1) The agreement when concluding the contract that a certain minor part of the contract shall be agreed between the
parties subsequently after its conclusion shall be considered a condition for the validity of the agreed part of the contract, unless
the parties have clearly expressed before its conclusion that failure to reach an agreement on supplementing the content of the
contract shall not affect the validity of the concluded contract. In case of doubt, the condition has a suspensive effect.

          (2) If the parties agree in writing in the cases under Subsection 1 that the missing content of the contract is to be
stipulated by the court or the party designated in the agreement, the provisions of Section 291 shall apply. The agreed part of
the contract shall not come into effect until the missing content of the contract is agreed or determined, and its validity shall
expire upon expiry of the obligation to agree the missing content of the contract (Section 292 Subsection 4 and 5), unless the
parties have agreed that the concluded part of the contract is to remain valid.

                                                                 Section 271

          If the parties during negotiations on conclusion of the contract provide each other with information identified as
confidential, the party to which this information was provided must not disclose it to a third party or use it contrary to its purpose
for its own needs, regardless of whether or not the contract is concluded. The party that breaches this obligation is obliged to
compensate the damage similarly according to the provisions of Section 373 et seq.

                                                                 Section 272

         (1) The contract must be in writing in order to be valid only in the cases stipulated by this Act or if at least one party
expresses the will to conclude the contract in writing during negotiations on conclusion of the contract.

           (2) If the contract concluded in writing contains a provision that it may be amended or cancelled only by agreement of
the parties in writing, the contract may be amended or cancelled in writing only.

                                                                 Section 273

          (1) A part of the content of the contract may also be determined by means of reference to the general business terms
elaborated by expert or interest organisations or by reference to other business terms which are known to the parties concluding
the contract or are attached to the draft.

          (2) Discrepant provisions in the contract take precedence over the wording of the business terms under Subsection 1.

          (3) The contractual forms used in business transactions may be used to conclude the contract.

                                                                 Section 274

           If the parties use in the contract any of the clauses regulated in the applied rules of interpretation, it is deemed that
through such clause the parties intended to achieve the legal effects set out in the rules of interpretation to which the parties
referred, otherwise by the rules of interpretation which are generally used with respect to the nature of the contract.

                                                                 Section 275

          (1) If several contracts are concluded within the same negotiations or are included into one document, each of these
contracts shall be assessed independently.

           (2) However, if it is obvious from the nature of the contracts or their purpose as it is known to the parties mentioned in
Subsection 1 during the conclusion thereof that these contracts are mutually interdependent, the establishment of every such
contract is a condition for the establishment of the remaining contracts. The expiry of one of these contracts by means other
than fulfilment or in a manner replacing fulfilment shall result in the expiry of the remaining dependent contracts, with similar
legal effects.

         (3) The provisions of Subsection 2 shall similarly apply if it follows from the nature or purpose of the contracts that only
one or more of these contracts depend on one or more other contracts.

           (4) With respect to the content of the offer of a contract or in consequence of the practice established between the
parties, or with respect to the decisive practices according to this Act, the party to which the offer is made may express its
consent to undertake a certain action (e.g. the sending of goods or payment of the purchase price) without notifying the offerer.
In this case, acceptance of the offer is effective at the moment when this action was undertaken, provided it occurred before the
passing of the deadline decisive for acceptance of the offer.

                                                                Subdivision 2

                                                 Public Offer of a Contract and its Effects

                                                                 Section 276

           (1) The expression of will through which the offerer addresses unspecified parties for the purpose of concluding a
contract is a public offer of a contract (hereinafter referred to as a “public offer”), the content of which corresponds to Section
269.

         (2) The initiative to conclude a contract that does not have the particulars mentioned in Subsection 1 shall only be
considered an invitation to submit bids to conclude a contract.

                                                                 Section 277

         A public offer may be retracted if the offerer announces the retraction before acceptance of the public offer in the
manner in which the public offer was published.

                                                                 Section 278

         Based on a public offer, a contract is concluded with the first party that announces to the offerer, in accordance with
the content of the public offer and within the deadline stipulated therein, otherwise within a reasonable deadline, that it accepts
the offer, and the offerer confirms the conclusion of the contract to this party. If several parties accept the public offer at once,
the offerer may choose which recipient it shall confirm conclusion of the contract to.

                                                                   Section 279

         (1) The offerer is obliged to confirm conclusion of the contract to the recipient without undue delay after it has received
acceptance of the offer according to Section 278.

          (2) If the offerer confirms conclusion of the contract to the recipient later than stipulated under Subsection 1, the
contract shall not be established if the recipient refuses to conclude the contract and sends a notice of this fact to the offerer
without undue delay after it received the late confirmation of conclusion of the contract from the offerer.

                                                                   Section 280

           If explicitly stipulated by the public offer, the contract is concluded with all the parties that accepted the public offer
within the deadline stipulated therein.

                                                                 Subdivision 3

                                                                 Public Tender

                                                                   Section 281

          A party that announces to unspecified parties a tender (hereinafter referred to as the “contracting authority”) for the
most advantageous offer to conclude a contract (public tender) thereby calls for the submission of offers to conclude a contract
(hereinafter referred to as a “bid”).

                                                                   Section 282

            (1) In order to announce a public tender (hereinafter referred to as a “tender”), it is required to define at least generally
in writing the subject of the required obligation and the principles of the remaining content of the intended contract on which the
bidder insists, the manner of submitting bids, the stipulated deadline by which bids may be submitted and the deadline for
announcing the selected bid (hereinafter referred to as the “terms of the tender”).

          (2) The content of the terms of the tender must be published in the appropriate manner.

                                                                   Section 283

          The contracting authority cannot change the terms of the tender or cancel the tender, unless it has reserved this right
in the published terms of the tender and published the change or cancellation in the manner announced in the terms of the
tender.

                                                                   Section 284

          (1) The bid may be included in the tender only if its content corresponds to the published terms of the tender. The bid
may differ from the terms of the tender only in the scope permitted by the terms of the tender.

          (2) A bid that was submitted after the deadline stipulated in the terms of the tender cannot be included in the tender.

            (3) The bidders are entitled to compensation of the costs related to participating in the tender only if they are granted
this right in the terms of the tender.

                                                                   Section 285

          (1) The submitted bid cannot be retracted after the passing of the deadline for submitting bids stipulated in the terms
of the tender, unless the terms of the tender grant the bidders the right to retract their bids even after the passing of this
deadline. The terms of the tender may stipulate that the bid must not be retracted once it has been submitted.

          (2) The bid may be amended or supplemented only during the period when it is possible to retract the bid according to
Subsection 1, unless it is merely a correction of errors which occurred during processing the bid and the terms of the tender do
not exclude such correction. The bid may be amended or supplemented also in cases stipulated by the terms of the tender.

                                                                   Section 286

        (1) The contracting authority shall select the most appropriate of the submitted bids and announce its acceptance in
the manner and within the deadline stipulated in the terms of the tender.

           (2) If the manner of selecting the most appropriate bid is not defined in the terms of the tender, the contracting
authority is entitled to select the bid that best suits its needs.

                                                                   Section 287

           (1) The contracting authority is obliged to accept the bid that was chosen in the manner stipulated under Section 286.
If the contracting authority announces the acceptance of a bid after the deadline stipulated in the terms of the tender, the
contract shall not be established provided, without undue delay after delivery of the notice on acceptance of the bid, the chosen
bidder informs the contracting authority that they refuse to conclude the contract.
          (2) The contracting authority is entitled to reject all of the submitted bids if they have reserved this right in the terms of
the tender.

                                                                   Section 288

          Without undue delay after conclusion of the tender, the contracting authority is obliged to notify all the participants in
the tender that did not succeed in the tender that their bids have been rejected.

                                                                  Division IV

                                                      Agreement on a Future Contract

                                                                   Section 289

                                                               Basic Provisions

         (1) Under an agreement on conclusion of a future contract, one or both of the contractual parties undertake to
conclude a future contract within the stipulated deadline for the subject of fulfilment which is defined at least generally.

          (2) The agreement must be executed in writing.

                                                                   Section 290

           (1) The obliged party is obliged to conclude the contract without undue delay after they were called on to do so by the
entitled party in accordance with the agreement on a future contract.

           (2) If the obliged party does not fulfil their obligation to conclude the contract according to Subsection 1, the entitled
party may request that the content of the contract be determined by the court or by the party designated in the agreement, or
may request the compensation of damage incurred by them through breach of the obligation to conclude the contract. The claim
to compensation of damage, in addition to determination of the content of the contract, may be required by the entitled party
only if the obliged party wrongfully refused to negotiate on conclusion of the contract.

                                                                   Section 291

          The provisions of Section 290 and Section 292 Subsection 1 and 2 shall apply as appropriate also to the written
agreement of the parties that the concluded contract shall be supplemented by the regulation of certain issues, if the missing
content of the contract is to be determined according to this agreement by the court or another party designated by the parties in
the event that it is not concluded between the parties. The obligation to supplement the missing content of the agreement may
be accepted by one or both parties; in case of doubt, it is deemed that the obligation arose for both parties.

                                                                   Section 292

           (1) The content of the contract is determined according to the purpose evidently pursued by conclusion of the future
contract, where the circumstances under which the agreement on a future contract was concluded shall be taken into account,
as shall the principle of honest business dealings.

           (2) The right to determination of the content of the future contract by the court or party designated in the agreement
and the claim to compensation of damage under Section 290 Subsection 2 shall lapse after the passing of one year from the
day when the entitled party called on the obliged party to conclude the contract according to Section 290 Subsection 1, unless
the agreement on a future contract stipulates a different deadline. However, the agreed deadline must not be longer than the
period of limitation arising from Section 391 et seq. of this Act.

           (3) The obligation to conclude the future contract expires if the entitled party does not call on the obliged party to fulfil
this obligation within the term designated in the agreement on a future contract.

          (4) The obligation to supplement the missing content of the contract expires if the entitled party does not call on the
obliged party to fulfil this obligation within the term designated in the agreement on supplementation of the content of the
contract (Section 291); otherwise, within one year from the conclusion of such agreement.

          (5) The obligation to conclude the future contract or supplement the missing content of the contract also expires if the
circumstances to which the parties referred when this obligation was established have changed to such a degree that it cannot
reasonably be required of the obliged party to conclude this contract. However, expiry shall occur only if the obliged party
reported this change of circumstances without undue delay to the entitled party.

                                                                  Division V

                                     Miscellaneous Provisions on Joint Obligations and Joint Rights

                                                                   Section 293

           If several parties are jointly obligated to the same fulfilment, in case of doubt it shall be deemed that they are obligated
jointly and severally. A creditor may require fulfilment from any of these parties, but must accept the fulfilment offered by any
other joint debtor.
                                                                   Section 294

           If it follows from the contract or nature of the liability that the debtors are not jointly and severally obligated to the same
fulfilment, each co-debtor is obligated only in the scope of their share in the liability. In case of doubt, the co-debtors are
obligated in equal part.

                                                                   Section 295

         If several parties take over a liability the nature of which indicates that it may be fulfilled only by cooperation of all the
co-debtors, the co-debtors are obliged to fulfil the liability jointly.

                                                                   Section 296

           If a debtor is simultaneously obligated to several creditors for indivisible fulfilment, any of the creditors may require the
fulfilment, unless it follows otherwise from the law or contract.

                                                                   Division VI

                                                               Securing a Liability

                                                                  Subdivision 1

                                                                    Repealed


                                                                   Section 297

                                                                    Repealed


                                                                   Section 298

                                                                    Repealed


                                                                   Section 299

                                                                    Repealed


                                                                  Subdivision 2

                                            Miscellaneous Provisions on Contractual Penalties

                                                                   Section 300

          Circumstances eliminating liability (Section 374) shall not affect the obligation to pay a contractual penalty.

                                                                   Section 301

          The court may reduce a disproportionately high contractual penalty with respect to the value and importance of the
secured obligation, up to the value of damage incurred until the court decision by breach of the obligation to which the
contractual penalty applies. The damaged party is entitled to compensation of damage incurred later up to the value of the
contractual penalty under Section 373 et seq.

                                                                   Section 302

          Withdrawal from contract shall not affect the claim to payment of a contractual penalty.

                                                                  Subdivision 3

                                                                     Guaranty


                                                                   Section 303

           A party who declares to the creditor in writing that they shall satisfy the creditor’s claim if the debtor does not fulfil a
certain liability shall become the debtor’s guarantor.

                                                                   Section 304

          (1) A guaranty may be used to secure only the valid liability of the debtor or its part. However, the establishment of a
guaranty is not prevented if the debtor’s liability is invalid only because of the debtor’s inability to accept liabilities, of which fact
the guarantor was aware at the time of their declaration.
           (2) A guaranty can be used to secure a liability which will be accrued in future, or the accrual of which depends on the
fulfilment of a condition.

                                                                   Section 305

          The creditor is obliged to inform the guarantor of the value of the secured receivable upon request without undue
delay.

                                                                   Section 306

            (1) The creditor is entitled to seek fulfilment of the liability from the guarantor only if the debtor has not fulfilled their
due liability within an adequate period after being requested by the creditor to do so in writing. This request is not required if the
creditor is unable to make it or if it is doubtless that the debtor will not fulfil their liability.

          (2) The guarantor may apply all objections towards the creditor which the debtor is entitled to apply, and to use the
debtor’s receivables towards the creditor for offsetting, provided the debtor would be entitled to offset if the creditor sought their
receivable from the debtor. The guarantor may also use their own receivable towards the creditor for offsetting.

          (3) If the guarantor applies unsuccessful objections towards the creditor which were disclosed to the guarantor by the
debtor, the debtor is obliged to compensate the guarantor for the incurred costs.

                                                                   Section 307

         (1) If several guarantors secure the same liability, each of them is liable for the entire liability. The guarantor has the
same rights towards the other guarantors as a co-debtor.

           (2) If a guaranty secures only a part of the liability, the scope of the guaranty shall not be reduced by partial fulfilment
of the liability, if the liability remains unfulfilled in the amount in which it is secured by a guaranty.

         (3) During assignment of a secured receivable, the rights from the guarantee are transferred to the assignee at the
time when assignment is announced to the guarantor by the assignor or proven by the assignee.

                                                                   Section 308

           A guarantor that fulfils the liability for which they are liable acquires the creditor’s rights towards the debtor, and is
entitled to require all the documents and aides held by the creditor which are required to apply the claim towards the debtor.

                                                                   Section 309

          If the guarantor satisfies the creditor without the debtor’s knowledge, the debtor may apply all objections towards the
creditor which they would have been entitled to apply towards the creditor, if the creditor had sought fulfilment from the debtor.
However, the debtor may not apply claims towards the guarantor of which the debtor did not inform the guarantor without undue
delay after delivery of the notice that the creditor had applied the claim from the guaranty.

                                                                   Section 310

          The creditor’s right towards the guarantor shall not be statute-barred before limitation of the right towards the debtor.

                                                                   Section 311

          (1) The guaranty expires upon expiry of the liability secured by the guaranty.

            (2) However, the guaranty does not expire where the liability expired due to the debtor’s inability to fulfil and the
liability can be fulfilled by the guarantor, or due to the dissolving of the legal entity that is the debtor.

                                                                   Section 312

          The provisions of Section 305 through 311 shall apply as appropriate to a guaranty established by law.

                                                                  Subdivision 4

                                                                 Bank Guaranty

                                                                   Section 313

                                                                Basic Provisions

          A bank guaranty is established by written declaration of the bank in a guaranty certificate that they shall satisfy the
creditor up to the value of a certain monetary amount according to the content of the guaranty certificate if a certain third party
(debtor) does not fulfil a certain liability or if the conditions set out in the guaranty certificate are fulfilled.

                                                                   Section 314

         If a bank guaranty is used to secure a non-monetary receivable, it is deemed that a monetary claim which the creditor
would have towards the debtor if the debtor breached their obligation, the fulfilment of which is secured by the bank guaranty, is
guaranteed up to the amount stipulated in the guaranty certificate.
                                                                   Section 315

         (1) If the bank guaranty is confirmed by a different bank, the creditor may apply the claim from the bank guaranty
towards either of these banks.

            (2) If the bank that has confirmed the bank guaranty has provided fulfilment on the basis thereof, they are entitled to
this fulfilment from the bank that asked them to confirm the bank guaranty.

          (3) If a bank reports that a different bank has provided a guaranty, the liability from the guaranty shall not arise for the
reporting bank. However, the reporting bank is liable for any damage caused by the inaccuracy of their report.

                                                                   Section 316

          (1) The bank guarantees fulfilment of the secured liability up to the amount and under the conditions stipulated in the
guaranty certificate. The bank may apply only those objections towards the creditor the application of which is permitted by the
guaranty certificates.

            (2) Partial fulfilment of the liability by the debtor does not have any effect on the bank guaranty if the unfulfilled part of
the liability is equal to or higher than the amount for which the guaranty certificate is denominated.

                                                                   Section 317

           Unless it follows otherwise from the guaranty certificate, the bank cannot apply the objections which the debtor would
be entitled to apply towards the creditor, and the bank is obliged to fulfil their obligations if asked to do so by the creditor in
writing. Prior request for the debtor to fulfil their liability is required only if this is set out by the guaranty certificate.

                                                                   Section 318

          If according to the guaranty certificate the creditor is entitled to exercise their rights from the bank guaranty only if the
debtor does not fulfil their liability, the creditor may assign their rights from the bank guaranty only with the assignment of the
receivable secured by the bank guaranty.

                                                                   Section 319

           The bank fulfils their liability from the bank guaranty only if requested to do so in writing by the creditor. If the bank’s
fulfilment from the bank guaranty is conditional in the bank guaranty upon the submission of certain documents, these
documents must be submitted during such request or subsequently without undue delay.

                                                                   Section 320

           If according to the guaranty certificate the bank is obliged to render fulfilment in favour of the entitled party to a
different bank, they are obliged to render fulfilment to the entitled party’s account at this bank.

                                                                   Section 321

           (1) If the validity period is limited in the guaranty certificate, the bank guaranty shall expire if the creditor does not
report their claims from the bank guaranty in writing to the bank during its validity.

           (2) The debtor is obliged to pay the bank the amount the bank fulfilled according to their obligation from the guaranty
certificate issued in accordance with the agreement concluded with the debtor.

           (3) The debtor cannot apply objections towards the bank which they would be able to apply towards the creditor if the
agreement between the bank and debtor did not contain the bank’s obligation to include the application of these claims towards
the creditor into the guaranty certificate.

           (4) A creditor that has attained fulfilment to which they were not entitled from the debtor based on a bank guaranty
shall return this fulfilment to the debtor and compensate any incurred damage.

                                                                   Section 322

          (1) In other respects, the provisions on guaranties shall apply as appropriate to a bank guaranty.

          (2) The relation between the bank and debtor is governed by the provisions on a mandate agreement.

                                                                  Subdivision 5

                                                        Acknowledgement of a Liability

                                                                   Section 323

          (1) If a party acknowledges their certain liability in writing, it is deemed that this liability exists in the acknowledged
scope at the time of acknowledgement. These effects shall occur even in the case that the creditor’s receivable has already
been statute-barred.

          (2) The legal acts mentioned in Section 407 Subsection 2 and 3 shall also be deemed acknowledgement of a liability
that is not statute-barred.

          (3) Acknowledgement of a liability also has effects towards the guarantor.

                                                                  Subdivision 6

                                                                     Repealed


                                                                   Section 323a

                                                                     Repealed


                                                                Heading Omitted

                                                                   Section 323b

                                                                     Repealed


                                                                   Section 323c

                                                                     Repealed


                                                                Heading Omitted

                                                                   Section 323d

                                                                     Repealed


                                                                   Section 323e

                                                                     Repealed


                                                                   Section 323f

                                                                     Repealed


                                                                   Section 323g

                                                                     Repealed


                                                                   Section 323h

                                                                     Repealed


                                                                   Section 323i

                                                                     Repealed


                                                                   Division VII

                                                     Expiry of an Obligation by Fulfilment

                                                                  Subdivision 1

                                                              Manner of Fulfilment

                                                                    Section 324

          (1) An obligation shall expire if it is fulfilled towards the creditor duly and punctually.

           (2) The obligation shall also expire upon late fulfilment by the debtor, unless the obligation had already expired before
such fulfilment by withdrawal of the creditor from the contract.

         (3) If the debtor renders defective fulfilment and the creditor does not have the right to withdraw from the contract or
does not exercise this right, the content of the obligation shall change in a manner corresponding to the creditor’s claims arising
from defective fulfilment, and the obligation shall expire upon their satisfaction.

           (4) The provisions of Subsection 2 and 3 shall not affect the claim to compensation of damage and a contractual
penalty.

                                                                    Section 325

              If the parties have mutual obligations, only the party that has already fulfilled their obligation or is ready and capable of
fulfilling it simultaneously with the other party is entitled to seek fulfilment of the obligation by the other party, unless it follows
otherwise from the contract, the law or the nature of one of the obligations.

                                                                    Section 326

            (1) If a party is obliged to fulfil the obligation before fulfilment of the obligation by the other party, they may withhold
their fulfilment until the time when fulfilment is rendered or sufficiently secured by the other party, provided it becomes evident
after conclusion of the contract that the other party shall not fulfil their obligation due to a lack of qualification to render fulfilment
or with respect to their conduct in preparing fulfilment of the obligation.

          (2) In the cases stipulated in Subsection 1, the entitled party may set an appropriate deadline for the other party to
render fulfilment later, and may withdraw from the contract after the expiry of this deadline. The party may withdraw from the
contract without providing this deadline if the other party’s assets have been declared bankrupt.

          (3) Unless it follows otherwise from Subsection 1 and 2, neither party is entitled to withhold fulfilment or withdraw from
the contract because the other party’s obligation from a different contract was not duly or punctually fulfilled.

                                                                    Section 327

            (1) If the obligation may be fulfilled in several ways, the debtor is entitled to designate the manner of fulfilment, unless
it follows from the contract that the creditor has this right. However, if the creditor does not designate this manner within the time
set out in the contract, or otherwise by the time set out for fulfilment, the debtor shall designate the manner of fulfilment.

          (2) If, based on their right, the debtor or creditor entitled to do so chooses the manner of fulfilment and discloses it to
the other party, this manner cannot be altered without consent from the other party.

                                                                    Section 328

           If the subject of fulfilment of the obligation is an item determined according to type, the debtor is obliged to render to
the creditor an item that is suitable for the purposes for which an item of this type is generally used under similar contracts.

                                                                    Section 329

            The creditor is obliged also to accept partial fulfilment of the obligation if partial fulfilment is not contrary to the nature
or economic purpose pursued by the creditor when concluding the contract, provided this purpose is expressed in this contract
or if it was known to the debtor at the time of concluding the contract.

                                                                    Section 330

           (1) If the creditor is to receive fulfilment of several obligations from the same debtor and the rendered fulfilment does
not suffice to cover all obligations, the obligation designated during fulfilment by the debtor shall be fulfilled. If the debtor does
not designate which obligation they are fulfilling, the obligation that was due first shall be fulfilled, where the appurtenances
thereto shall take precedence.

          (2) During fulfilment of a monetary obligation, payment shall first be offset against interest and then the principal,
unless the debtor designates otherwise.

             (3) If the debtor has several monetary obligations towards the creditor and does not designate which obligation they
are fulfilling, payment shall first concern the obligation the fulfilment of which is not secured or is the least secured; otherwise
the obligation that is due first.

          (4) Payment shall concern compensation of damage only after the monetary obligation the breach of which resulted in
the obligation to compensate damage has been fulfilled, unless the debtor designates the purpose of payment otherwise.

                                                                    Section 331

          If the debtor fulfils their obligation with assistance from a third party, the debtor is liable as though fulfilling the
obligation itself, unless this Act stipulates otherwise.

                                                                    Section 332

           (1) If fulfilment of the obligation is not bound to the debtor’s personal characteristics, the creditor is obliged to accept
fulfilment of their obligation offered by a third party, provided the debtor consents to this. The debtor’s consent is not required if
the third party guarantees the obligation or otherwise secures its fulfilment and the debtor has breached their obligation.

           (2) Unless it follows otherwise from the legal relation between the debtor and third party, the third party acquires the
creditor’s rights by fulfilling the debtor’s obligation, and the creditor is obliged to render and transfer all of their evidence to this
third party.
                                                                      Section 333

          (1) If fulfilment is taken over directly by the creditor, the debtor is entitled to request confirmation of the subject and
scope of fulfilment and withhold fulfilment if confirmation is not issued forthwith.

           (2) If the debtor renders fulfilment to a party that provides confirmation from the creditor on the takeover of fulfilment,
the fulfilment shall have the same effect as though the debtor were rendering it to the creditor.

                                                                      Section 334

             Opening of a letter of credit, as well as the issuance of a bill of exchange or cheque through which a monetary liability
is to be fulfilled according to a contract, shall not affect the duration of this liability. However, the creditor is entitled to request
fulfilment of the monetary liability from the debtor according to the contract only if they cannot attain fulfilment from the letter of
credit, bill of exchange or cheque.

                                                                    Subdivision 2

                                                                 Place of Fulfilment

                                                                      Section 335

          Due fulfilment of a liability requires that the liability be fulfilled at the stipulated place.

                                                                      Section 336

             If the place of fulfilment is not designated in the contract and it does not follow otherwise from the nature of the
liability, the debtor is obliged to fulfil the liability at the place of its registered office, place of business or residential address at
the time of concluding the contract. However, if the liability arose in connection to the operation of a factory or branch of the
debtor, the debtor is obliged to fulfil the liability at the location of this factory or branch.

                                                                      Section 337

         (1) The debtor fulfils a monetary liability at their own risk and expense at the creditor’s registered office, place of
business or residential address, unless the contract or this Act stipulate otherwise.

           (2) If the creditor changes their registered office, place of business or residential address after conclusion of the
contract, they shall bear any increased costs and increased risk related to payment of the monetary liability thus incurred by the
debtor.

                                                                      Section 338

             If a monetary liability arose in connection to the operation of a factory or branch of the creditor, the debtor is obliged to
fulfil the liability at the location of this factory or branch, if fulfilment of the monetary liability is to take place simultaneously with
the fulfilment of the other party at the location of this factory or branch.

                                                                      Section 339

          A monetary liability may also be paid to the creditor’s account opened with a provider of payment services, or using a
postal voucher, provided this is not contrary to the payment conditions agreed between the parties.

                                                                    Subdivision 3

                                                                 Term of Fulfilment

                                                                      Section 340

          (1) The debtor is obliged to fulfil the liability within the term set out in the contract.

         (2) If the term of fulfilment is not designated in the contract, the creditor is entitled to demand fulfilment of the liability
immediately after conclusion of the contract and the debtor is obliged to fulfil the liability without undue delay after being
requested to do so by the creditor.

                                                                      Section 341

         If the debtor is entitled to designate the term of fulfilment according to the contract and does not do so within a
reasonable time, the court shall designate the term of fulfilment based on a proposal from the creditor with respect to the nature
and place of fulfilment, as well as the reason for which designation of the term of fulfilment was left to the debtor’s discretion.

                                                                      Section 342

          (1) Unless it follows otherwise from the contract or the provisions of this Act, the intent of the parties expressed when
concluding the contract or the nature of fulfilment shall be decisive for designating whether the term of fulfilment is set in favour
of both parties or only in favour of one of them.

          (2) If the term of fulfilment is set in favour of the debtor, the creditor shall not be entitled to request fulfilment before
this deadline; however, the debtor shall be entitled to fulfil their liability.

          (3) If the term of fulfilment is set in favour of the creditor, the creditor is entitled to request fulfilment before this
deadline, but the debtor is not entitled to fulfil their liability.

         (4) If the term of fulfilment is set in favour of both parties, the creditor shall not be entitled to request fulfilment and the
debtor shall not be entitled to fulfil their liability before this deadline.

                                                                      Section 343

          If the debtor fulfils a monetary liability before the stipulated term of fulfilment, they shall not be entitled to deduct the
interest corresponding to the period by which they rendered fulfilment earlier from the owed amount without consent from the
creditor.

                                                                     Division VIII

                                       Miscellaneous Provisions on Expiry of an Unfulfilled Obligation

                                                                     Subdivision 1

                                                              Withdrawal from Contract

                                                                      Section 344

           It is possible to withdraw from a contract only in the cases stipulated by the contract or by this Act.

                                                                      Section 345

          (1) If the default of the debtor (Section 365) or creditor (Section 370) constitutes a fundamental breach of their
contractual obligation, the other party is entitled to withdraw from the contract, provided they inform the party in default of this
fact without undue delay after they learned of this breach.

           (2) For the purposes of this Act, a breach of the contract is fundamental if the party violating the contract knew at the
time of its conclusion or if it could reasonably be assumed at this time, with respect to the purpose of the contract which followed
from its content or from the circumstances under which it was concluded, that the other party would not be interested in the
fulfilment of obligations under such breach of the contract. In case of doubt, it is deemed that such breach of the contract is not
fundamental.

           (3) If the party entitled to require fulfilment of the contractual obligation from the other party states that they insist on
the fulfilment of this obligation or if they fail punctually to exercise the right to withdraw from the contract according to
Subsection 1, they are entitled to withdraw from the contract in the manner stipulated for a non-fundamental breach of a
contractual obligation; if they set an additional deadline for fulfilment, they shall have the right to withdraw from the contract
upon expiry of this deadline.

                                                                      Section 346

          (1) If the default of the debtor or creditor constitutes a non-fundamental breach of a contractual obligation, the other
party may withdraw from the contract in the event that the party in default does not fulfil its obligation even within an additional
appropriate deadline provided to them for this purpose.

          (2) However, if the party in default declares that they shall not fulfil their obligation, the other party may withdraw from
the contract even without providing an additional appropriate deadline or before the expiry thereof.

                                                                      Section 347

          (1) If the default of the debtor or creditor concerns only a part of the due liability, the other party is entitled to withdraw
from the contract only with respect to the fulfilment concerned by this part of the liability.

           (2) For contracts with gradual partial fulfilment, withdrawal from the contract is possible only with respect to the partial
fulfilment with respect to which the debtor is in default.

            (3) It is possible to withdraw from the contract with respect to the part of the fulfilment which is not in default, or with
respect to fulfilment that has already been accepted or which is to take place in future, only if this part of the fulfilment or this
partial fulfilment, given its nature, does not have any apparent economic importance for the entitled party without the remainder
of the fulfilment which is in default, or if non-fulfilment of the liability as a whole constitutes a fundamental breach of contract.

                                                                      Section 348

         (1) With respect to an obligation which is to be fulfilled in future, it is possible to withdraw from the contract if the
conduct of the obliged party or other circumstances undeniably indicate that this obligation will be breached in a fundamental
manner even before the stipulated time of fulfilment and the obliged party does not provide sufficient security without undue
delay based on a request from the entitled party.

          (2) With respect to an obligation that is to be fulfilled in future, it is also possible to withdraw from the contract in the
event that the obliged party declares that they shall not fulfil their obligation.
                                                                   Section 349

          (1) The contract is terminated by withdrawal from the contract when the expression of will of the entitled party to
withdraw from the contract is delivered to the other party in accordance with this Act; after this time, the effects of withdrawal
from the contract cannot be retracted or altered without consent from the other party.

          (2) The entitled party cannot withdraw from the contract after they have received a notice that the obligation the
breach of which was the reason for withdrawal from the contract has been fulfilled.

          (3) If it follows from the content of the contract that the creditor is not interested in fulfilment of the obligation after the
period stipulated for its fulfilment, the effects of withdrawal from the contract shall occur from the start of the debtor’s default,
unless the creditor announces before this time that they insist on fulfilment of the obligation.

                                                                   Section 350

           (1) If the additional deadline provided for fulfilment is inappropriate and the entitled party withdraws from the contract
after its expiry, or if the entitled party withdraws from the contract without providing an additional deadline for fulfilment, the
effects of withdrawal shall occur only after the expiry of the appropriate additional deadline which should have been provided for
fulfilment of the obligations.

          (2) When providing an additional deadline, the entitled party may declare to the other party that they shall withdraw
from the contract if the other party does not fulfil their obligation within this deadline. In this case, the effects of withdrawal from
the contract shall occur upon the expiry of this deadline, provided it was appropriate, or upon the passing of an appropriate
deadline if the provided deadline was not appropriate.

                                                                   Section 351

          (1) By withdrawal from the contract, all rights and obligations of the parties from the contract shall expire. However,
withdrawal from the contract shall not affect the right to compensation of damage arising from breach of contract, or the
contractual provisions concerning the selection of governing law or the selection of this Act under Section 262, the resolving of
disputes between the contractual parties and other provisions which should remain intact even after termination of the contract
according to the will expressed by the parties or with respect to their nature.

           (2) The party that was rendered fulfilment by the other party before withdrawal from the contract shall return this
fulfilment, in the case of a monetary liability together with interest in the amount agreed in the contract for this case, otherwise
as stipulated according to Section 502. If fulfilment is being returned by the party that withdrew from the contract, they are
entitled to compensation of the related costs.

                                                                  Subdivision 2

                                  Miscellaneous Provisions on Subsequent Impossibility of Fulfilment

                                                                   Section 352

          (1) The obligation shall also be considered fulfillable if it may be fulfilled with assistance from another party.

           (2) The obligation shall also be non-fulfillable if the legal regulations issued after conclusion of the contract, where the
effectiveness of such regulations is not limited in time, prohibit conduct on the part of the debtor to which the debtor is obligated,
or require an official permit which has not been granted to the debtor despite their due efforts to obtain one.

          (3) The creditor may withdraw from the contract with respect to the part of the fulfilment which has not become
impossible, if without provision of the fulfilment which has become impossible this part should lose economic importance for the
creditor with regards to its nature, or with regards to the purpose of the contract, whether such purpose follows from its content
or was known to the other party at the time of concluding the contract. The same shall apply to partial fulfilment.

          (4) The debtor is obliged to prove impossibility of fulfilment.

                                                                   Section 353

          A debtor whose obligation has expired due to impossibility of fulfilment is obliged to compensate the damage incurred
by the creditor, unless the impossibility of fulfilment was caused by a circumstance eliminating liability (Section 374). The
provisions of Section 373 et seq. shall similarly apply to compensating damage.

                                                                   Section 354

           Upon expiry of the obligation for reasons of impossibility of fulfilment or a part thereof, the effects under Section 351
shall similarly occur.

                                                                  Subdivision 3

                                                                    Severance


                                                                   Section 355
          (1) If the parties include a provision in the contract that one or either party is entitled to terminate the contract by
paying a certain amount as severance, the contract shall be terminated from the time of its conclusion if the entitled party
informs the other party that they shall exercise their rights and pays the stipulated severance. The provision of Section 351
Subsection 1 shall apply as appropriate to the effects of terminating the contract.

           (2) A party that has already accepted fulfilment from the other party or a part thereof or has fulfilled their obligation or
a part thereof shall not be entitled under Subsection 1.

                                                                 Subdivision 4

                                                   Frustrating the Purpose of a Contract

                                                                  Section 356

           (1) If the basic purpose of a contract, which was explicitly stated therein, is frustrated after its conclusion in
consequence of a fundamental change in the circumstances under which the contract was concluded, either party affected by
the frustration of the purpose of the contract may withdraw from it.

         (2) A change of circumstances under Subsection 1 does not refer to a change in the financial position of either party
or a change in the economic or market situation.

                                                                  Section 357

          The party that withdrew from the contract under Section 356 is obliged to compensate the other party for damage
incurred by such withdrawal from contract. Section 351 shall apply as appropriate to the effects of withdrawal from the contract.

                                                                 Division IX

                                           Miscellaneous Provisions on Offsetting Receivables

                                                                  Section 358

          Receivables which may be applied to the court are qualified for offsetting. However, offsetting is not inhibited if the
receivable is statute-barred but limitation occurred only after the receivables became qualified for offsetting.

                                                                  Section 359

          A due receivable cannot be offset against a receivable that is not due, unless it is a receivable towards a debtor who
is unable to fulfil their monetary liabilities.

                                                                  Section 360

         A receivable that is not due may also be offset only because the creditor, upon request from the debtor, deferred the
due date of their liability without altering the content thereof.

                                                                  Section 361

         A party that manages a current or deposit account for another party based on an agreement may use the monetary
resources on these accounts only to offset mutual receivables which it has towards the owner of the account according to the
agreement on managing these accounts.

                                                                  Section 362

          Monetary receivables denominated in various currencies may be offset only if these currencies are freely convertible.
The median exchange rate valid on the day when the receivables became qualified for clearance shall be decisive for the value
of these receivables for offsetting. The exchange rate valid at the location of the registered office, place of business or
residential address of the party that expressed the will to offset the receivables shall be decisive.

                                                                  Section 363

          If the receivable was gradually assigned to several parties, the debtor may only use the receivable for offsetting that
they had towards the first creditor at the time of assignment, and the receivable that they have towards the last creditor.

                                                                  Section 364

          Any mutual receivables may be offset based on an agreement of the parties.

                                                                  Division X

                                        Breach of Contractual Obligations and the Consequences

                                                                 Subdivision 1

                                                            Default of the Debtor
                                                                    Section 365

           A debtor is in default if they do not fulfil their liability duly and punctually, either by the time of rendering due fulfilment
or by the time when the liability expires by other means. However, the debtor is not in default if they cannot fulfil their liability due
to default on the part of the creditor.

                                                                    Section 366

            If the law does not stipulate otherwise for individual types of contracts, a creditor may insist on due fulfilment of the
liability during the debtor’s default.

                                                                    Section 367

          In the event of a debtor’s default, the creditor is entitled to demand compensation from the debtor according to Section
373 et seq. They may withdraw from the contract in the cases stipulated by law or the contract.

                                                                    Section 368

          (1) If the debtor defaults in handing over or returning an item to the creditor or if it disposes of an item that they are to
hand over or return to the creditor in a manner contrary to the obligations arising from the obligational relation, the risk of
damage to the item shall be transferred to the debtor for the duration of the period during which they are in default or breach
these obligations, if they did not already bear this risk beforehand.

          (2) Damage to an item in the meaning of this Act includes the loss, destruction, damage or devaluation of the item,
notwithstanding the causes under which this occurred.

          (3) The debtor shall compensate the creditor for damage to an item if it occurred during the period when they bore the
risk of damage to the item, unless such damage was caused by the creditor or owner of the item or if such damage would have
occurred even if the debtor had fulfilled their obligation. The reduction of value of the item with respect to the price situation at
the time when damage to the item occurred shall be decisive for compensation. This shall not affect the claim to compensation
of other damage according to Section 373 et seq.

                                                                    Section 369

           (1) If the debtor defaults in fulfilment of their monetary liability or a part thereof and the interest rate on arrears has not
been agreed, the debtor is obliged to pay interest as defined in the contract on arrears from the unpaid amount, otherwise the
interest determined under civil law.

         (2) The creditor is entitled to compensation of damage caused by default in fulfilling a monetary liability only if this
damage is not covered by the interest on arrears.

                                                                   Section 369a

            (1) In a relation between entrepreneurs or in a relation between entrepreneurs and public corporations or
entrepreneurs and state allowance organisations the subject of which is the paid delivery of goods or services, the creditor is
entitled to the interest on arrears stipulated by civil law (Section 369) as of the day following the due date or after expiry of the
deadline for payment of the price for delivery set out by the contract, provided the conditions stipulated in Subsection 3 have
been fulfilled.

          (2) If the due date or deadline for the price is not set out by the contract, the right to interest on arrears shall arise,
without the requirement of a request for fulfilment,

a) upon the passing of 30 days from the day when the debtor received the invoice or similar request for payment,

b) if it is not possible to determine the day on which the invoice or similar request for payment was received, upon the passing of
30 days from the receipt of the goods or service,

c) if the debtor receives an invoice or similar request for payment before the goods or service, upon the passing of 30 days from
receiving the goods or service, or

d) if the law or contract imposes the takeover or verification of compliance of the goods or service with the contract, and if the
debtor receives an invoice or similar request for payment before or during takeover or before or during verification of
compliance, upon the passing of 30 days from the later date.

          (3) The creditor is entitled to request interest on arrears only in the extent to which they fulfilled their mandatory and
contractual obligations and if they did not receive the owed sum within its maturity, unless the debtor is not liable for default.

           (4) Any agreement between the parties that diverges from Subsection 2 and 3 and any agreement on the value of
interest that diverges from the foregoing provisions of civil law (Section 369) which is obviously abusive with respect to the
creditor despite the specific circumstances of the case or the established practice between the parties and business practices
more generally, shall be invalid. If the court determines that the agreement according to the first sentence is abusive and that
there is no objective reason for the regulation in the contract to diverge from Subsection 2 and 3 or the divergent value of
interest, Subsection 2 and 3 shall apply and the value of interest shall be stipulated according to the provisions of civil law; this
shall not affect the right to compensation of damage according to Section 369 Subsection 2.

          (5) A legal entity founded with the aim of defending the interests of small and medium sized companies may file a civil
action on the grounds that the contractual conditions designated for general use are obviously abusive in the meaning of
Subsection 4 and may also act as a participant in the proceedings.18)

                                                                 Subdivision 2

                                                            Default of the Creditor

                                                                  Section 370

           The creditor is in default if they fail to take over duly offered fulfilment or do not provide the cooperation required in
order for the debtor to fulfil their liability contrary to their obligation arising from the obligational relation.

                                                                  Section 371

          (1) The debtor may require fulfilment of the obligation from a creditor who is in default, unless the law stipulates
otherwise.

           (2) The debtor is entitled to demand compensation of damage according to Section 373 et seq. from a creditor who is
in default. The debtor may withdraw from the contract in the cases stipulated by law or by the contract.

                                                                  Section 372

          (1) If the subject of fulfilment is an item which the creditor does not take over contrary to their obligations, the risk of
damage to the item shall be transferred to the creditor throughout the period of their default (Section 368 Subsection 2), if the
debtor bore this risk beforehand.

          (2) If damage to the item occurred at the time when the creditor bore the risk of damage, the debtor shall not be
obliged to compensate or eliminate such damage, unless the damage was caused by breach of the debtor’s obligations.

                                                                 Subdivision 3

                                                          Compensation of Damage

                                                                  Section 373

          The party that breaches their obligation from an obligational relation is obliged to compensate the damage thus
incurred by the other party, unless they prove that breach of the obligation was due to circumstances eliminating liability.

                                                                  Section 374

          (1) A circumstance eliminating liability shall refer to an obstacle that occurred independently of the will of the obliged
party and which prevents them from fulfilling their obligation, unless it can reasonably be assumed that the obliged party could
avert or overcome this obstacle or its consequences, or that they foresaw this obstacle at the time when the obligation was
established.

           (2) Liability is not eliminated by an obstacle that occurred only once the obliged party was already in default of
fulfilment of their obligation, or which arose as a result of their financial circumstances.

          (3) The effects eliminating liability are limited only to the period throughout which the obstacle to which these effects
are related lasts.

                                                                  Section 375

             If breach of the obligation from the obligational relation was caused by a third party to which the obliged party
entrusted fulfilment of their obligation, liability shall be eliminated on the part of the obliged party only in the case when their
liability is eliminated according to Section 374 and the third party would likewise not be held liable according to this provision if
they had been directly liable to the entitled party in lieu of the obliged party.

                                                                  Section 376

        The damaged party is not entitled to compensation of damage if non-fulfilment of the obligations of the obliged party
was caused by the conduct of the damaged party or a lack of cooperation which the damaged party was obliged to provide.

                                                                  Section 377

           (1) The party that breaches their obligation or should know, with respect to all the circumstances, that they will breach
their obligation from the obligational relation is obliged to inform the other party of the nature of the obstacle that prevents or will
prevent their fulfilment of the obligation and the consequences thereof. This information must be provided without undue delay
after the obliged party learns of the obstacle or could have learned of it by exercising due care.

        (2) If the obliged party does not fulfil this obligation or if the information is not delivered to the entitled party on time,
the damaged party shall be entitled to compensation of the damage thus incurred.

                                                                  Section 378

          Damage is compensated in money; however, if requested by the entitled party and if possible and customary, damage
is compensated by restoring the original state of affairs.

                                                                 Section 379

          Unless this Act stipulates otherwise, real damage and lost profit shall be compensated. Damage is not compensated if
it exceeds the damage which the obliged party foresaw or could have foreseen as a possible consequence of breach of their
obligations at the time of establishing the obligational relation with respect to facts which the obliged party knew or could have
known by exercising due care at the said time.

                                                                 Section 380

          Damage shall also refer to detriment incurred by the damaged party by having to expend costs in consequence of the
breach of obligations by the other party.

                                                                 Section 381

          Instead of the actual lost profit, the damaged party may demand compensation of the profit generally attained during
fair business transactions under conditions similar to the conditions of the breached contract in the sector of their
entrepreneurial activity.

                                                                 Section 382

          The damaged party is not entitled to compensation of the part of the damage caused by their failure to fulfil the
obligations stipulated by legal regulations issued for the purpose of preventing the occurrence of damage or mitigating its extent.

                                                                 Section 383

          If several parties are obligated to compensate damage, these parties are obliged to compensate damage jointly and
severally and reach a settlement among themselves according to the scope of their liability.

                                                                 Section 384

           (1) A party threatened by damage is obliged to undertake the necessary measures to avert or mitigate such damage,
with respect to the circumstances. The obliged party is not obliged to compensate damage which arose because the damaged
party failed to fulfil this obligation.

         (2) The obliged party is obliged to compensate damage incurred by the other party when fulfilling the obligation under
Subsection 1.

                                                                 Section 385

           If the damaged party withdrew from the contract upon breach of the contractual obligation by the other party, they
shall not have a claim to compensation of damage incurred by not promptly exercising the option to conclude a substitute
contract for the purpose which the contract from which the damaged party withdrew was to serve.

                                                                 Section 386

          (1) The claim to compensation of damage cannot be waived before breach of the obligation from which damage may
arise.

          (2) The court cannot reduce compensation of damage.

                                                                 Division XI

                                                             Limitation of Rights

                                                                Subdivision 1

                                                             Subject of Limitation

                                                                 Section 387

          (1) A right shall become statute-barred upon expiry of the period of limitation stipulated by law.

         (2) All rights from obligational relations are subject to limitation, with the exception of the right to cancel a contract
concluded for an indefinite term.

           (3) The rights from financial security and provisions pertaining thereto shall not become statute-barred before the
limitation of the last of the receivables of a monetary character secured by the provisions on financial security.

                                                                Subdivision 2

                                                             Effects of Limitation

                                                                 Section 388
        (1) The right to fulfilment of an obligation by the other party does not expire by limitation, but it cannot be granted or
acknowledged by the court if the obliged party raises the objection of limitation after the expiry of the term of limitation.

           (2) However, the entitled party may exercise their right even after expiry of the period of limitation during defence or
offsetting, if:

a) both rights pertain to the same contract or several contracts concluded on the basis of single negotiations or several related
negotiations, or

b) the right could have been applied at any time before expiry of the period of limitation to offset a claim applied by the other
party.

                                                                     Section 389

          If the debtor has fulfilled their liability after expiry of the term of limitation, they are not entitled to demand the return of
that which it has fulfilled, even if they did not know that the period of limitation had expired at the time of fulfilment.

                                                                     Section 390

           If the right to perform a legal act is statute-barred, the effects of this legal act shall not occur with respect to the party
that raises the objection of limitation.

                                                                   Subdivision 3

                                                 Start and Duration of the Period of Limitation

                                                                     Section 391

          (1) For rights enforceable before the court, the period of limitation starts from the day when the right could have been
applied before the court, unless this Act stipulates otherwise.

          (2) For rights to perform a legal act, the period of limitation starts from the day when the legal act could be performed,
unless this Act stipulates otherwise.

                                                                     Section 392

          (1) For the right to fulfilment of a liability, the period of limitation starts from the day when the liability was to be fulfilled
or when its fulfilment should have started (due date). If the content of the liability consists of the obligation to perform
uninterruptedly a certain activity, to refrain from a certain activity or to tolerate something, the period of limitation starts from the
breach of this obligation.

            (2) For the right to partial fulfilment, the period of limitation for each partial fulfilment runs independently. If the entire
liability becomes due as a result of non-fulfilment of a partial liability, the period of limitation shall start from the due date of the
unfulfilled liability.

                                                                     Section 393

         (1) For rights arising from breach of an obligation, the period of limitation starts on the day when the obligation was
breached, unless special rules are set for the limitation of certain such rights.

          (2) For rights from defects in items, the period of limitation starts from the day of their handover to the entitled party or
to the designated party, or from the day when the obligation to take over the item was breached. For claims from quality
warranties, the period of limitation starts always from the day of the punctual reporting of the defect during the warranty period,
and from application of the right by a third party from claims from legal defects.

                                                                     Section 394

          (1) For rights arising from withdrawal from contract, the period of limitation starts on the day when the entitled party
withdrew from the contract.

         (2) For the right to return fulfilment performed according to an invalid contract, the period of limitation starts from the
day when fulfilment occurred.

         (3) For the right to compensation of damage according to Section 268, the period of limitation starts from the day
when the legal act became invalid.

                                                                     Section 395

           For the right to request issuance of a deposited or stored item and issuance of the articles according to an agreement
on depositing securities and other valuables, the period of limitation starts from the day of termination of the agreement on
deposit of the item, the agreement on storage or agreement on depositing securities or other valuables. This shall not affect the
right to demand issuance of the item based on ownership rights.

                                                                     Section 396
          For the right to monetary resources deposited on a current or deposit account, the period of limitation starts from the
day of termination of the agreement on opening these accounts.

                                                                  Section 397

          Unless the law stipulates otherwise for the individual rights, the period of limitation is four years.

                                                                  Section 398

         For rights to compensation of damage, the period of limitation starts from the day when the damaged party learned or
could have learned of the damage and about the party who is obliged to compensate it; however, it ends at the latest upon the
passing of 10 years from the day when the obligation was breached.

                                                                  Section 399

           Rights arising from damage to transported items and from late delivery of shipments with respect to the sender and to
the carrier shall be statute-barred upon the passing of one year. For rights arising from the total destruction or loss of the
shipment, the period of limitation starts from the day when the shipment should have been delivered to the recipient; for other
rights, from the day when the shipment was delivered. For deliberately caused damage, the general period of limitation
stipulated in Section 397 shall apply.

                                                                  Section 400

          A change in the identity of the debtor or creditor shall not affect the course of the period of limitation.

                                                                  Section 401

            The party with respect to whom the right is limited may extend the period of limitation for the other party by written
declaration to this effect, even repeatedly; the total period of limitation must not be longer than 10 years from the day when it
first started. This declaration may be made even before the start of the period of limitation.

                                                                 Subdivision 4

                                         Suspension and Interruption of the Period of Limitation

                                                                  Section 402

           The period of limitation is suspended when the creditor, for the purpose of satisfying or determining their right,
undertakes any legal act which according to the regulation regulating court proceedings is deemed to be the commencement
thereof or the application of a right in previously commenced proceedings.

                                                                  Section 403

         (1) The period of limitation is suspended if the creditor, based on a valid arbitration agreement, commences arbitration
proceedings in the manner stipulated in the arbitration agreement or in the rules governing arbitration proceedings.

          (2) If the commencement of arbitration proceedings according to Subsection 1 cannot be determined, the arbitration
proceedings shall be deemed commenced on the day when the proposal to obtain a decision in arbitration proceedings is
delivered to the other party at their registered office, place of business or residential address.

                                                                  Section 404

          (1) If the right that is subject to limitation was applied in court or arbitration proceedings in the form of a counter-claim,
the period of limitation is suspended with respect to this right on the day when court or arbitration proceedings were commenced
against which the counter-claim is directed, provided both the claim and counter-claim pertain to the same contract or several
contracts concluded on the basis of single negotiations or several related negotiations.

          (2) In cases to which Subsection 1 does not apply, the counter-claim shall be deemed applied on the day when a
proposal for its being heard was filed in the court or arbitration proceedings.

                                                                  Section 405

          (1) If the right was applied before limitation according to Section 402 through 404, but the matter itself was not
decided in these proceedings, it applies that the period of limitation was not suspended.

          (2) If the period of limitation has already expired at the time when the court or arbitration proceedings mentioned in
Subsection 1 were concluded, or if less than one year remains until its expiry, the period of limitation shall be extended so that it
does not expire sooner than one year from the day when the court or arbitration proceedings were concluded.

                                                                  Section 406

            (1) Court or arbitration proceedings commenced against one co-debtor shall lead to the suspension of the period of
limitation against another co-debtor which is jointly and severally obligated to the former with respect to the applied claim,
provided the creditor informs the co-debtor in writing about the commencement of proceedings before expiry of the period of
limitation.
          (2) If court or arbitration proceedings are commenced against a creditor whose right is being statute-barred by a third
party with respect to a liability which the creditor fulfilled using the fulfilment rendered by the debtor, the period of limitation with
respect to the creditor’s right shall be suspended, provided they inform the debtor in writing that the said proceedings have been
commenced against the creditor before expiry of the period of limitation.

          (3) If the proceedings mentioned in Subsection 1 and 2 are concluded, it applies that the period of limitation with
respect to the creditor’s right was not suspended, but it shall not expire sooner than one year after the conclusion of these
proceedings.

                                                                   Section 407

           (1) If the debtor acknowledges their liability in writing, a new four-year period of limitation starts from the day of this
acknowledgement. If the acknowledgement concerns only a part of the liability, the new period of limitation shall apply only to
this part.

          (2) Payment of interest is deemed acknowledgement of the liability with respect to the sum from which interest is paid.

          (3) If the debtor fulfils their liability in part, this fulfilment shall have the effect of acknowledging the remainder of the
debt, provided it may be inferred that the debtor acknowledges the remainder of the debt by rendering fulfilment.

         (4) The effects of acknowledging the liability in the manner under Subsection 1 shall occur also in the case that the
corresponding right had already been statute-barred at the time of acknowledgement.

                                                                 Subdivision 5

                                               General Restriction of the Period of Limitation

                                                                   Section 408

         (1) Notwithstanding the other provisions of this Act, the period of limitation shall expire at the latest after the passing of
10 years from the day when it first began. However, an objection of limitation cannot be applied in court or arbitration
proceedings which were commenced before the passing of this period.

         (2) If the right was enforceably granted in court or arbitration proceedings less than three months before expiry of the
period of limitation or after its expiry, the decision may be executed by court if the proceedings on its execution were
commenced within three months from the day when they could have been commenced.

                                                              Chapter II

                               Special Provisions on Certain Business Obligational Relations

                                                                   Division I

                                                               Purchase Contract

                                                                 Subdivision 1

                                                      Definition of a Purchase Contract

                                                                   Section 409

                                                                Basic Provisions

         (1) Under a purchase contract, the seller undertakes to deliver movable assets (goods) designated individually or in
terms of quantity and type to the buyer and to transfer the ownership right to these goods to the buyer, and the buyer
undertakes to pay the purchase price.

         (2) The purchase price must be agreed in the contract or at least the manner of its later determination must be set out,
unless the negotiations on conclusion of the contract indicate the will of the parties to conclude it without designating the
purchase price. In this case, the buyer is obliged to pay the purchase price stipulated according to Section 448.

                                                                   Section 410

          (1) A contract for delivery of goods which are yet to be manufactured shall be deemed a purchase contract, unless the
party to which the goods are to be delivered has undertaken to hand over to the other party a substantial part of the items which
are required to manufacture the goods.

         (2) A purchase contract shall not be contract under which a majority of the obligation of the party that is to deliver the
goods consists of the performance of activities, or if this party’s obligation includes the assembly of goods.

                                                                 Subdivision 2

                                                              Seller’s Obligations

                                                                   Section 411
          The seller is obliged to deliver the goods to the buyer, hand over the documents pertaining to the goods and allow the
buyer to acquire ownership rights to the goods in accordance with the contract and this Act.

                                                               Delivery of Goods

                                                                   Section 412

           (1) If the seller is not obliged under the contract to deliver the goods to a specific location, delivery of the goods shall
take place upon its handover to the first carrier for transportation to the buyer, provided the contract stipulates the sending of
goods to the buyer by the seller. The seller shall allow the buyer to apply the right from the forwarding contract with respect to
the carrier, if the buyer does not have this right based on the forwarding contract.

           (2) If the contract does not contain provisions on the sending of goods by the seller and the goods are designated
individually or according to type in the contract, but are to be delivered from various stock supplies or manufactured, and the
parties knew at the time of concluding the contract where they are located or where they are to be manufactured, delivery shall
take place when the buyer is enabled to dispose of the goods at this location.

          (3) In cases to which Subsection 1 and 2 do not apply, the seller fulfils the obligation to deliver the goods by allowing
the buyer to dispose of the goods at the location of the seller’s registered office or place of business, or the residential address
or branch, provided the seller discloses the location to the buyer on time.

                                                                   Section 413

           If delivery of the goods is to take place by their being sent and the goods handed over to the carrier are not clearly
and sufficiently marked as a shipment for the buyer, the effects of delivery shall arise only once the seller informs the buyer
without undue delay about the sending of goods and specifies the sent goods in the notice. If the seller fails to do so, delivery
shall take place only upon handover of the goods to the buyer by the carrier.

                                                                   Section 414

          (1) The seller is obliged to deliver the goods:

a) on the day designated in the contract or designated in the manner set out in the contract,

b) at any time during the deadline designated in the contract or designated in the manner set out in the contract, unless it
follows from the contract or purpose of the contract which was known to the seller at the time of its conclusion that the time of
delivery within the framework of this deadline is designated by the buyer.

           (2) Unless it follows otherwise from the contract, the deadline within which the goods are to be delivered starts on the
day of concluding the contract. However, if according to the contract the buyer is to fulfil certain obligations before delivery of the
goods (e.g. submission of drawings required for manufacturing the goods, payment of the purchase price or its part or ensuring
of its payment), this deadline shall commence only from the day of fulfilling this obligation.

          (3) If the seller delivers the goods before the designated time, the buyer is entitled to take over or refuse the goods.

                                                                   Section 415

         Unless it follows otherwise from business practices or the established prior practice between the parties, the following
terms and meanings for determining the time of fulfilment shall apply:

a) “at beginning of the period” is the first 10 days of this period, období,

b) “in the middle of the month” is from the 10th to the 20th day of the month, měsíce,

c) “in the middle of the quarter” is the second month of the quarter, čtvrtletí,

d) “at the end of the period” is the last 10 days of the period, období,

e) “immediately” is within two days for foods and raw materials, within 10 days for engineering products, and five days for other
products.

                                                                   Section 416

          If the time of delivery is not contractually agreed, the seller is obliged to deliver the goods without a request from the
buyer within an appropriate deadline with respect to the nature of the goods and the place of delivery.

                                                       Documents Pertaining to Goods

                                                                   Section 417

         The seller is obliged to hand over to the buyer the documents which are required for the takeover and use of the
goods, as well as other documents set out in the contract.

                                                                   Section 418
          The handover of documents to which Section 419 shall not apply shall take place at the time and location set out in
the contract; otherwise, during delivery of the goods at the place of delivery. If the seller has handed over the documents before
the designated time, they may remove defects in these documents until this time, provided this does not cause the buyer
unreasonable complications or expenses. This does not affect the claim to compensation of damage.

                                                                  Section 419

          (1) The documents which are required to take over the forwarded goods or dispose freely of the goods, or for their
customs clearance during import, must be handed over by the seller to the buyer at the place of payment of the purchase price,
if handover is to occur during such payment; otherwise, at the registered office, place of business or residential address of the
buyer.

           (2) The documents listed in Subsection 1 shall be handed over by the seller to the buyer on time, so that the buyer is
able freely to dispose of the goods or take over the forwarded goods at the time of their delivery to the destination and to clear
the imported goods through customs without undue delay.

                                          Quantity, Quality, Execution and Packaging of Goods

                                                                  Section 420

         (1) The seller is obliged to deliver the goods in the quantity, quality and execution set out by the contract, and must
package them or secure them for transport in the manner set out by the contract.

           (2) If the contract does not set out the quality or execution of goods, the seller is obliged to deliver the goods in the
quality and execution that is appropriate for the purpose set out in the contract; if this purpose is not set out in the contract, then
for the purpose for which such goods are generally used.

           (3) If the goods are to be delivered according to a sample or template, the seller is obliged to deliver the goods with
the features of the sample or template which they submitted to the buyer. If there is a discrepancy between the designation of
the quality or execution of the goods according to this sample or template and the designation of the goods described in the
contract, the designation described in the contract shall take precedence. If there is no discrepancy between these
designations, the goods should have the features according to both these designations.

         (4) If the contract does not set out how the goods are to be packaged or secured for transport, the seller is obliged to
package them or secure them for transport in the manner usual for such goods in business transactions; if this manner cannot
be determined, in the manner required to ensure the preservation and protection of the goods.

                                                                  Section 421

          (1) If it follows from the contract that the quantity of goods is set out only approximately in the contract, the seller is
obliged to designate the precise quantity of goods to be delivered, unless the contract grants this right to the buyer. Unless it
follows otherwise from the contract, the discrepancy must not exceed 5% of the quantity set out in the contract.

          (2) If it follows from the nature of the goods that their quantity set out in the contract is only approximate, the
difference between the quantity of goods set out in the contract and the quantity of goods actually delivered may be at most 5%
of the quantity set out in the contract, unless it follows otherwise from the contract or prior practice between the parties or from
business practices.

         (3) In the cases to which Subsection 1 and 2 apply, the seller is entitled to payment of the purchase price for the
goods actually delivered.

                                                              Defects in Goods

                                                                  Section 422

           (1) If the seller breaches their obligations under Section 420, the goods shall be deemed defective. Delivery of goods
other than the goods set out in the contract, or deficiencies in the documents required for using the goods, are also deemed
defects in the goods.

          (2) If it follows from the shipping document, the document on handover of the goods, or a declaration by the seller that
they are delivering the goods in a smaller quantity, or only a part of the goods, the missing goods are not subject to the
provisions on defects in goods.

                                                                  Section 423

           If, in accordance with the contract, items provided by the buyer are used in manufacturing the goods, the seller is not
liable for defects in the goods arising from the use of the items supplied by the buyer, provided that when exercising due care
the seller could not have detected the unsuitability of such items for the manufacture of the goods in question, or that they
notified the buyer accordingly, but the buyer insisted on their use nevertheless.

                                                                  Section 424

          The seller is not liable for those defects in goods of which the buyer knew or should have known at the time when the
contract was concluded with respect to the circumstances under which it was concluded, unless such defects affect properties
which the goods are supposed to possess under the contract.
                                                                    Section 425

          (1) The seller is liable for any defect which the goods have at the moment when the risk of damage to the goods is
transferred to the buyer, even if such defect becomes apparent only afterwards. Obligations of the seller arising from a warranty
covering the quality of the goods are not affected by this.

          (2) The seller is also liable for any defect arising after the time stipulated in Subsection 1, if such defect is caused by
breach of the seller’s obligations.

                                                                    Section 426

           If the seller has delivered the goods, with the buyer’s consent, prior to the stipulated time of delivery, they may, until
the actually stipulated time, deliver any missing part or compensate any deficiency in the quantity of the goods delivered, or
deliver substitute goods in lieu of any defective goods delivered, or repair defects in the already delivered goods, provided that
exercising this right does not cause disproportionate difficulties or unreasonable expenses to the buyer. However, the buyer
retains the right to claim damages.

                                                                    Section 427

          (1) The buyer must examine the goods as soon as possible after the risk of damage to the goods is transferred to
them, taking into account the nature of the goods.

          (2) If the contract provides for the shipping of goods by the seller, examination of the goods may be deferred until they
have arrived at their destination. If the goods are redirected in transit, or are reshipped by the buyer without them having the
opportunity corresponding to the nature of the goods to examine them, and if the seller knew or should have known at the time
when the contract was concluded of the possibility of such a change in destination, or of the possibility of reshipping, the
examination may be deferred until after the goods have arrived at the new destination.

          (3) If the buyer fails to examine the goods or arrange for them to be examined at the time when the risk of damage to
the goods is transferred to them, they may apply the claims arising from defects discernible by such examination only when they
prove that the goods already had such defects at the time when the risk of damage was transferred to them.

                                                                    Section 428

           (1) The buyer’s right arising from defects in goods may not be granted in court proceedings if the buyer fails to notify
the seller of the defects in the goods without undue delay after:

a) the buyer has ascertained such defects,

b) the buyer should have ascertained the defects during a mandatory examination under Section 427 Subsection 1 and 2, by
exercising due care, or

c) the defects could have been ascertained later with the exercise of due care, but no later than two years from the day of
delivery of the goods or from their arrival at the destination specified in the contract; in the case of defects covered by a quality
warranty, the warranty period replaces the aforementioned deadline.

         (2) The consequences referred to in Subsection 1 are taken into account only if the seller raises an objection in court
proceedings that the buyer failed to meet in due time their obligation to report the defects in the goods.

          (3) The consequences of Subsection 1 and 2 do not take effect if defects in the goods are the result of facts which the
seller knew or should have known at the time when the goods were delivered.

                                                                 Quality Warranty

                                                                    Section 429

           (1) Under a quality warranty, the seller assumes in writing the obligation that the delivered goods shall be qualified for
the contractual or otherwise usual purpose, or that the goods shall maintain their contractual or usual properties for a specified
period of time.

           (2) The assumption of an obligation based on a warranty may arise from the contract or from a statement made by the
seller, particularly in the form of a warranty certificate. The length of the warranty period or the period of durability or utilisation of
goods marked on the packaging has the same consequences as the assumption of this obligation. If the contract or the
warranty certificate from the seller specifies a different warranty period, this period shall be valid.

                                                                    Section 430

          Unless it follows otherwise from the content of the contract or the warranty certificate, the warranty period starts as of
the day of delivery of the goods. If the seller is obliged to ship the goods, the warranty period starts on the day when the goods
are delivered to the destination. The warranty period is interrupted during the time when the buyer is unable to use the goods
due to defects for which the seller is liable..

                                                                    Section 431

         The seller’s liability for defects covered by a quality warranty does not arise from those defects caused to the goods
by external events once the risk of damage to the goods has been transferred to the buyer, and not caused by the seller or
parties with whose assistance the seller performed their obligation.

                                                                  Section 432

          The provisions of Section 426 through 428 and Section 436 through 441 shall apply also to defects in goods covered
by a warranty.

                                                           Legal Defects in Goods

                                                                  Section 433

         (1) Goods have legal defects if they are encumbered with third-party rights when sold, unless the buyer has
expressed their consent to such encumbrance.

         (2) If the third-party right encumbering the goods is based on industrial property or other intellectual property, the
goods are deemed to have legal defects:

a) if the right in question enjoys legal protection under the laws of the country where the seller has their registered office, place
of business or residential address; or

b) if at the time when the contract was concluded, the seller knew or should have known that the right in question enjoyed
protection under the laws of the country where the buyer has their registered office, place of business or residential address, or
that the right enjoyed protection under the laws of the country where the goods were to be resold or used, and the seller was
aware of such resale or place of use when the contract was concluded.

                                                                  Section 434

         The right from legal defects does not arise if the buyer knew of the third-party rights to the goods at the time when the
contract was concluded, or if the seller was obliged under the terms of the contract to proceed in accordance with the
documents provided to them by the buyer when fulfilling their obligations.

                                                                  Section 435

         (1) The buyer must notify the seller without undue delay if they learn that the right referred to in Section 433 has been
exercised by a third party, and to indicate the nature of the right.

          (2) The buyer’s rights from legal defects in goods may not be granted in court proceedings if the buyer fails to perform
the obligation specified in Subsection 1, and the seller applies the non-performance of this obligation as an objection in such
proceedings.

         (3) These consequences shall not arise if the seller knew of the exercise of the right by the third party at the time
when the buyer became aware of its exercise.

          (4) The provisions of Section 436 through 441 shall apply to the buyer’s claims arising from legal defects in goods.

                                                       Claims from Defects in Goods

                                                                  Section 436

          (1) If a contract is fundamentally breached (Section 345 Subsection 2) by delivery of defective goods, the buyer may:

a) demand the elimination of such defects either by delivery of substitute goods to replace the defective goods, by delivery of
missing goods, or by remedy of the legal defects,

b) demand the elimination of certain defects in the goods by their repair, if feasible,

c) demand an appropriate reduction of the purchase price, or

d) withdraw from the contract.

           (2) A buyer may choose between the claims under Subsection 1 only if they notify the seller accordingly when sending
the seller a notice of defects or without undue delay after sending this notice. The buyer may not alter their applied claim without
the seller’s consent. However, if the defects prove to be irreparable, or if disproportionately high costs would be incurred in
making such repairs, the buyer may demand the delivery of substitute goods, provided that they inform the seller accordingly
and without undue delay after learning such fact. If the seller fails to eliminate the defects within a reasonable additional
deadline or informs the buyer prior to expiry of this deadline that they shall not eliminate the defects, the buyer may withdraw
from the contract or demand an appropriate reduction of the purchase price.

         (3) A buyer who does not notify the seller within the deadline mentioned in Subsection 2 regarding which claim they
have selected is entitled to apply claims from defects in the goods as in the case of a non-fundamental breach of contract.

          (4) In addition to the claims specified in Subsection 1, the buyer has the right to compensation of damage as well as to
a contractual penalty, if such penalty was agreed.

                                                                  Section 437
          (1) If delivery of defective goods constitutes a non-fundamental breach of the contract, the buyer may demand either
the delivery of the missing goods and elimination of other defects in the goods, or a reduction of the purchase price.

           (2) Until the buyer claims a reduction of the purchase price or until they withdraw from the contract under Subsection
5, the seller must deliver the missing goods or eliminate the legal defects in the goods. The seller must eliminate any remaining
defects in the manner of their choice, either by their repair or by delivering substitute goods; however, their choice of the manner
of eliminating defects may not cause inordinate expense to the buyer.

           (3) If the buyer demands that the defects in the goods be eliminated, they must grant to the seller an adequate
additional deadline for this purpose. Within this additional deadline, the buyer may not assert other claims based on the
defective goods, with the exception of a claim for compensation of damage and a claim for a contractual penalty, unless the
seller notifies the buyer that they shall not meet their obligations within this deadline.

          (4) Until the buyer determines the deadline under Subsection 3 or applies their claim to reduce the purchase price, the
seller may notify the buyer that they shall eliminate the defects within a certain deadline. If, after this notification, the buyer does
not inform the seller of their objection without undue delay, the aforementioned notification has the effect of stipulating the
additional deadline in accordance with Subsection 3.

          (5) If the seller does not eliminate the defects in the goods within the deadline under Subsection 3 or 4, the buyer may
apply a claim to reduce the purchase price or withdraw from the contract, provided the buyer notifies the seller of their intention
to withdraw from the contract when setting the deadline under Subsection 3, or within a reasonable time prior to withdrawal from
the contract. The buyer may not alter their selected option without the consent of the seller.

                                                                  Section 438

           Upon delivery of substitute goods, the seller is entitled to demand that, at the seller’s expense, the buyer return the
goods being exchanged in the same condition in which the goods were delivered to the buyer. The provisions of Section 441
shall similarly apply.

                                                                  Section 439

          (1) The right to a discount corresponds to the difference between the value which the goods would have had without
defects and the value which the goods had when delivered with defects, where the value of the goods is determined as of the
time when due performance should have been rendered.

           (2) The buyer may reduce the purchase price payable to the seller by the amount of the discount. If the purchase price
has already been paid, the buyer may demand a refund of the amount of such discount, together with the interest agreed in the
contract, or similarly determined under Section 502.

           (3) If a defect was not reported in time (Section 428 Subsection 1 and Section 435 Subsection 1), the buyer may
exercise their rights under Subsection 2 only with the seller’s consent, or exercise their right to a discount to offset the seller’s
receivable. This restriction does not apply if the seller knew of the defects at the time when the goods were delivered; for legal
defects, the decisive time is the time stipulated in Section 435 Subsection 1.

         (4) Until defects are eliminated, the buyer is not obliged to pay the part of the purchase price corresponding to the
amount of their claim to a discount, should the defects not be eliminated.

                                                                  Section 440

           (1) Claims based on defective goods do not affect the claim to compensation of damage or claim to a contractual
penalty. A buyer who becomes entitled to a discount on the purchase price may not claim compensation of lost profit due to a
lack of those properties of the goods to which the discount applies.

          (2) The satisfaction that may be attained by applying one of the claims from defective goods under Section 436 and
437 is not attainable by applying a claim from other legal grounds.

                                                                  Section 441

          (1) The buyer may not withdraw from the contract if they did not notify the seller of defects in due time.

          (2) The consequences of withdrawal from the contract shall not take effect or shall expire if the buyer is unable to
return the goods in the same condition in which they received them.

          (3) However, the provisions of Subsection 2 do not apply:

a) if the impossibility of returning the goods in the condition stated therein is not due to the buyer’s conduct or omission, or

b) if a change in the condition of the goods is the result of a duly conducted examination of the goods for the purpose of
ascertaining defects.

           (4) Furthermore, the provision of Subsection 2 does not apply if, prior to ascertaining the defects, the buyer sold the
goods or a part thereof, or consumed the goods or a part thereof, or the goods were affected by usual use. In this case, the
buyer must return the unsold, unconsumed or affected goods and compensate the seller to the extent to which they acquired
benefits from the aforementioned use of such goods.

                                                   Delivery of a Larger Quantity of Goods
                                                                 Section 442

           (1) If the seller delivers a larger quantity of goods to the buyer than stipulated in the contract, the buyer may accept
the entire delivery or reject the excess quantity.

         (2) If the buyer accepts delivery of all or part of the excess goods, they must pay the corresponding amount for the
excess goods calculated according to the purchase price stipulated in the contract.

                                                               Subdivision 3

                                                     Acquisition of Ownership Right

                                                                 Section 443

          (1)The buyer acquires the ownership right to the goods as soon as the delivered goods are handed over to them.

          (2) Prior to taking over delivery of the goods, the buyer acquires the ownership right to the goods in transit when they
acquire the right to dispose of the consignment.

                                                                 Section 444

          The parties may agree in writing that the buyer shall acquire the ownership right to the goods prior to the time
specified in Section 443, provided that the contract concerns goods identified individually or identified by type and which are
adequately marked, so as to be distinguishable from other goods at the time of transfer of the ownership right, in the manner
agreed between the parties or disclosed to the buyer without undue delay.

                                                                 Section 445

           The parties may agree that the buyer shall acquire the ownership right to the goods later than specified in Section
443. Unless such reservation of ownership right indicates otherwise, it is presumed that the buyer is to acquire the ownership
right to the goods when they have paid the purchase price in full.

                                                                 Section 446

          The buyer acquires ownership right even if the seller is not the owner of the sold goods, unless the buyer knew or
should have and could have known at the time when they were to acquire ownership right to the goods, that the seller was
neither the owner nor entitled to dispose of the goods for the purpose of selling them.

                                                               Subdivision 4

                                                         Obligations of the Buyer

                                                                 Section 447

          The buyer is obliged to pay the purchase price for the goods and take over the goods in accordance with the contract.

                                                                 Section 448

          (1) The buyer is obliged to pay the agreed purchase price.

         (2) If neither the purchase price nor the method of determining it is set out in the contract and if the contract is valid
under Section 409 Subsection 2, the seller may demand payment of the purchase price for which identical or comparable goods
were sold, at the time when the contract was concluded, under contractual terms similar to those contained in the contract.

          (3) If the purchase price is calculated according to the weight of the goods, the net weight of such goods is decisive in
case of doubt.

                                                                 Section 449

           If the purchase price is to be paid upon the handover of the goods or documents, the buyer is obliged to pay the price
at the place where the goods or the documents were handed over to them.

                                                                 Section 450

            (1) Unless the contract provides otherwise, the buyer is obliged to pay the purchase price when the seller, in
accordance with the contract and this Act, makes it possible for the buyer to dispose of the goods or the documents facilitating
their disposal by the buyer. The seller may make the handover of goods or documents conditional upon payment of the
purchase price. For goods which are perishable or have a limited minimum lifetime period stipulated by special legal regulation,
or if their usability or quality is biologically limited, the buyer is obliged to pay the purchase price within 30 days..

            (2) If, under the contract, the seller is to ship the goods, they can do so on condition that the goods or the documents
facilitating their disposal shall be handed over to the buyer only upon payment of the purchase price, unless this contradicts the
agreed manner of paying the purchase price.

          (3) The buyer is not obliged to pay the purchase price until they have an opportunity to examine the goods, unless this
contradicts the agreed manner of delivering the goods, or paying the purchase price.

                                                                  Section 451

         The buyer must perform the acts which are required by the contract and this Act so that the seller can deliver the
goods. The buyer is obliged to take over the goods, unless the contract or this Act indicates that the buyer may refuse to take
over them.

                                                                  Section 452

           (1) If, under the contract, the buyer is to determine subsequently the form, size or properties of the goods, and fails to
do so within the agreed deadline, and if the deadline is not then agreed within a reasonable time after receipt of the seller’s
written request to do so, the seller can themselves determine such specifications, taking into account the buyer’s requirements,
provided that they are known to it. This does not affect the seller’s other rights.

            (2) If the seller has determined the specifications themselves, they must communicate the details of such
specifications to the buyer and set a reasonable deadline within which the buyer can inform the seller of a different specification.
If, after the buyer has received the proposed details of the specifications from the seller, they fail to respond within the specified
deadline, the specifications notified by the seller becomes binding.

                                                                  Section 453

          The seller may demand that the buyer pay the purchase price, take over the goods and perform their other
obligations, as long as the seller has not exercised their right from a breach of contract which is incompatible with this demand.

                                                                  Section 454

           If it was agreed that the obligation to pay the purchase price would be secured, the buyer must hand over to the seller
documents to prove that payment of the purchase price has been secured in accordance with the contract; these documents
must be handed over to the seller within the agreed time, or else in sufficient time prior to the agreed time of delivery of the
goods. If the buyer fails to meet this obligation, the seller may refuse to deliver the goods until such documents are handed
over. If the buyer does not secure payment of the purchase price within a reasonable additional deadline stipulated by the seller,
the seller may withdraw from the contract.

                                                                 Subdivision 5

                                                          Risk of Damage to Goods

                                                                  Section 455

          The risk of damage to the goods (Section 368 Subsection 2) is transferred to the buyer when they take over the goods
from the seller or, if they do not do so in time, when the seller makes it possible for the buyer to dispose of the goods and the
buyer breaches the contract by not taking over such goods.

                                                                  Section 456

          If the buyer is to take over the goods from a party other than the seller, the risk of damage to the goods is transferred
to the buyer at the time set for delivery of the goods, provided that at this time the buyer has an opportunity to dispose of the
goods and knows of it. If the buyer is given an opportunity to dispose of the goods later, or if the buyer only learns later of the
fact that they can dispose of the goods, the risk of damage is transferred to the buyer at the time when they have the
opportunity to dispose of the goods and know of it.

                                                                  Section 457

           If, under the contract, the seller is to hand over the goods to a carrier at a certain place for transportation to the buyer,
the risk of damage to the goods is transferred to the buyer upon handover of the goods to the carrier at this location. If the
purchase contract includes the seller’s obligation to ship the goods, but the seller is not obliged to hand over the goods to the
carrier at a certain place, the risk of damage to the goods is transferred to the buyer when the goods are handed over to the first
carrier for transportation to the destination. The fact that the seller has the documents which make it possible for them to
dispose of the forwarded goods has no effect on the transfer of the risk of damage to the goods.

                                                                  Section 458

          However, the risk of damage to goods identified only by their type and not taken over by the buyer is not transferred to
the buyer until the goods have been clearly designated for the purpose of the contract by the marking of the goods or by the
shipping documents, or by being specified in a notice sent to the buyer, or determined in another manner.

                                                                  Section 459

         The parties may agree that the risk of damage to goods shall be transferred prior to the time specified in Section 455
and 458 only in the case of itemised goods or goods defined according to their type, provided that such goods are adequately
separated and distinguished from other goods of the same type at the time of the transfer of the risk of damage.

                                                                  Section 460

          If at the time when the contract is concluded the goods are already being transported, the risk of damage to the goods
is transferred upon handover to the first carrier. However, if the seller knew or should have known when concluding the contract,
taking into account all circumstances, that the goods had been damaged, liability for such damage is borne by the seller.

                                                                Section 461

          (1) Damage to the goods which occurred after the transfer of the risk thereof to the buyer does not affect the buyer’s
obligation to pay the purchase price, unless the damage occurred due to breach of an obligation by the seller.

          (2) The effects under Subsection 1 do not arise if the buyer exercises their right to demand delivery of substitute
goods or to withdraw from the contract.

                                                               Subdivision 6

                                                          Preservation of Goods

                                                                Section 462

            If the buyer delays in taking over the goods or in paying the purchase price in cases when delivery of the goods and
payment of the purchase price are to be made simultaneously and the goods are either kept by the seller or can be disposed of
by it, the seller must take such measures as are reasonable in the circumstances to preserve the goods. The seller is entitled to
retain the goods until they have been reimbursed their reasonably incurred expenses by the buyer.

                                                                Section 463

          If the buyer has taken over the goods and intends to reject them, they are obliged to take such measures as are
appropriate in the circumstances to preserve the goods. Until the seller has reimbursed the buyer for the reasonable expenses
thus incurred, the buyer is entitled to retain the goods which are to be returned to the seller.

                                                                Section 464

          If the buyer has an opportunity to dispose of the goods once such goods have been transported to the destination,
and they exercise their right to reject them, the buyer must take over the goods and keep them at the seller’s expense, provided
this can be done without payment of the purchase price and without unreasonable inconvenience and expense. However, the
buyer does not have this obligation when either the seller or the party authorised by the seller to attend to the goods is present
at the destination. Upon takeover of the goods by the buyer, their rights and obligations shall be governed by the provisions of
Section 463.

                                                                Section 465

          The obliged party may perform the obligations defined in Section 462 through 464 by storing the goods at the
warehouse of a third party at the expense of the other party, and may demand reimbursement of reasonable expenses thus
incurred.

                                                                Section 466

           The party that delays in taking over goods or in taking over goods being returned, or which is in default of payment of
the purchase price to be effected upon takeover of the goods, or with regard to reimbursement of expenses relating to
performance of obligations under Section 462 through 464, may be requested to perform the respective obligation. In the
request to take over the goods, the other party may set a reasonable deadline, and to sell the goods by appropriate means after
its expiry. Before such sale, however, they are obliged to inform the party in delay of their intent to sell the goods. This intent
may also be communicated when setting the deadline for takeover.

                                                                Section 467

          If the goods are perishable or if preservation of the goods involves excessive costs, the obliged party under the
provisions of Section 462 through 464 must undertake measures to sell the goods and, if possible, to notify the other party of
the intended sale.

                                                                Section 468

         The party which has sold the goods is entitled to retain a part of the proceedings from sale corresponding to expenses
reasonably incurred in performing the obligations stipulated in Section 462 through 464 and related to the sale of the goods. The
balance of the proceeds must be paid to the other party without undue delay.

                                                               Subdivision 7

                                                     Special Provisions on Damages

                                                                Section 469

          If one of the contractual parties has withdrawn from a contract in accordance with the provisions of this Act and, within
a reasonable time following the withdrawal, either the buyer duly effects a substitute purchase or the seller duly effects a
substitute sale of the goods that were the object of the terminated contract, the claim to compensation of damage according to
the provisions of this Act must include the difference between the purchase price which was to be paid under the terminated
contract and the price agreed in the substitute transaction. When determining this difference, the contents of the contract must
be taken into account. This does not affect the claim to compensation of any remaining damage.
                                                                   Section 470

           (1) In cases to which the provisions of Section 469 do not apply, the right to compensation of damage of the party that
withdrew from a contract involving goods sold on the basis of the current price shall include the difference between the
purchase price to be paid according to the contract and the current price of goods of the same type and same or comparable
quality, sold under similar contractual terms. This does not affect the right to compensation of remaining damage.

          (2) Prices current at the time of withdrawal from the contract are decisive; however, if the goods were taken over prior
to withdrawal from the contract, then the prices current at the time when the goods were taken over shall be decisive.

                                                                  Division II

                                                 Provisions Relating to a Purchase Contract

                                                                 Subdivision 1

                                                               Purchase on Trial

                                                                   Section 471

         Purchase on trial is established by conclusion of a purchase contract with the condition that the buyer shall approve
the goods within a trial period. If such a trial period is not specified in the contract, it is presumed that the period is three months
from conclusion of the contract.

                                                                   Section 472

         (1) If the buyer has not taken over the goods, the condition has the nature of a suspensive condition and this condition
is deemed frustrated if the buyer does not inform the seller within the trial period that they approve the goods.

         (2) If the buyer has taken over the goods, the condition has the nature of a resolutive condition, and it applies that the
buyer has approved the goods, unless they reject them in writing within the trial period.

         (3) The buyer does not have the right to reject the goods if they cannot return them in the condition in which they took
them over.

                                                                 Subdivision 2

                                                                  Price Clause

                                                                   Section 473

          If, when setting a price, the parties agree that its amount should subsequently be adjusted to take into account
production costs, and if the parties do not specify which components of the production costs are decisive, the purchase price
shall be changed to reflect price changes of the principal raw materials required to produce the sold goods.

                                                                   Section 474

          (1) If the parties do not specify in the contract which deadline is decisive for evaluating price fluctuations, the prices
which are current at the time of concluding contract and at the time when the seller is expected to deliver the goods are taken
into account. If the goods are to be delivered within a specified deadline, the time of actual timely delivery is decisive, otherwise,
the end of such deadline period.

           (2) If the seller delays in delivering the goods and the prices of the decisive components of production costs at the
time of their actual delivery are lower than at the time specified in Subsection 1, these lower prices shall be taken into account.

                                                                   Section 475

          The rights and obligations of the parties based on a price clause expire if the party concerned does not exercise their
rights against the other party without undue delay following delivery of the goods.

                                                                  Division III

                                                      Contract on Sale of an Enterprise

                                                                   Section 476

                                                               Basic Provisions

          (1) Under a contract on sale of an enterprise, the seller undertakes to render to the buyer a certain enterprise and to
assign to them the ownership right to such enterprise, and the buyer undertakes to assume the liabilities of the seller relating to
the enterprise and to pay the purchase price.

          (2) The contract must be in writing.
                                                                    Section 477

          (1) All rights and liabilities pertaining to the sale are transferred to the buyer.

          (2) The transfer of receivables is otherwise regulated by the provisions on assignment of receivables.

         (3) The transfer of a liability does not require the consent of the creditor, but the seller is liable for the buyer’s
performance of the assigned liabilities.

          (4) The buyer must notify creditors without undue delay of their assumption of the liabilities towards them, and the
seller must notify debtors of the assignment of receivables to the buyer.

                                                                    Section 478

          (1) If the sale of an enterprise undoubtedly worsens the recoverability of the creditor’s receivables, they may file an
objection with the court within 60 days of the day when they learned of the sale of the enterprise, but no later than six months
from the day when the sale of the said enterprise was entered in the Commercial Register (Section 488 Subsection 1), in which
they may seek a court order that assignment of the seller’s liabilities to the buyer is ineffective with respect to the creditor.

         (2) If the seller is not entered in the Commercial Register, an objection may be filed with the court within 60 days from
the day when the creditor learned of the sale of the enterprise, but no later than six months after conclusion of the contract.

          (3) If a creditor successfully exercises their right under Subsection 1 or 2, the seller must fulfil their liability towards the
creditor when it becomes due and is entitled to demand settlement of such rendered performance with appurtenances from the
buyer.

                                                                    Section 479

           (1) All rights arising from industrial and other intellectual property related to the entrepreneurial activity of the sold
enterprise are transferred to the buyer of the enterprise. If performance of a certain entrepreneurial activity is decisive for
acquisition or maintenance of these rights, the entrepreneurial activity as performed by the buyer after sale of the enterprise
shall include such activity as was carried out in operating the enterprise prior to its sale.

           (2) However, the right under Subsection 1 shall not be assigned if this would be contrary to a contract on exercising
rights arising from industrial and other intellectual property or the nature of these rights.

                                                                    Section 480

          The rights and obligations arising from labour relations with employees of the enterprise are transferred from the seller
to the buyer.

                                                                    Section 481

                                                                     Repealed


                                                                    Section 482

           It is presumed that the purchase price for the enterprise is determined based on data regarding the aggregate of the
enterprise’s property, the rights and liabilities reported in the accounting records of the sold enterprise on the day when the
contract is concluded, and based on other values set out in the contract but not included in the accounting records. If the
contract is to take effect on a later date, the purchase price is increased or reduced with respect to any increase or decrease in
assets which occurs in the meantime.

                                                                    Section 483

            (1) On the effective day of the contract, the seller is obliged to hand over to the buyer, and the buyer is obliged to take
over, all the items included in the sale of the enterprise, and a protocol regarding this takeover shall be drawn up and signed by
both parties.

          (2) The risk of damage to the items is transferred from the seller to the buyer at the time of takeover.

          (3) The ownership right to the items included in the sale is transferred from the seller to the buyer on the day when the
contract comes into effect. The ownership right to real estate is transferred upon entry into the real estate cadastre. The
provisions of Section 444 through 446 shall similarly apply.

                                                                    Section 484

           At the latest in the protocol drawn up in accordance with Section 483 Subsection 1, the seller is obliged to notify the
buyer of all defects in the transferred items and defects in the rights or other assets which they know or should know, or else
they shall be liable for any damage that could have been prevented by such notification.

                                                                    Section 485

         All missing items and defective items must be listed in the protocol on the takeover of items drawn up according to
Section 483 Subsection 1. Items which the seller has not transferred to the buyer, despite the fact that such items are supposed
to be part of the assets of the sold enterprise according to the accounting records and the contract, are deemed to be missing.
In assessing defects in items, their ability to serve for operation of the enterprise and the period of their use according to the
accounting records must be taken into account.

                                                                   Section 486

           (1) The buyer is entitled to a reasonable discount from the purchase price corresponding to the value of the missing or
defective items. If missing items or ascertainable defects were not listed in the protocol under Section 483 Subsection 1, the
right to a discount may not be granted in court proceedings, unless the seller knew of them at the time of the handover of items.
With respect to defects which become discernible only during subsequent operation of the enterprise, these consequences arise
if such defects are not reported by the buyer to the seller without undue delay after they have been detected, or after they could
have been detected by exercising due care, but at the latest within six months from the effective day of the contract (Section
482). The provisions of Section 428 Subsection 2 and Section 439 shall similarly apply.

          (2) The buyer is entitled to withdraw from the contract if the enterprise is not qualified for the operation specified in the
contract and any defects which were reported in time are not remediable, or if the seller does not remedy them within an
additional adequate deadline granted to them by the buyer. The provisions of Section 441 shall similarly apply.

          (3) The buyer may exercise their right to a discount from the purchase price with respect to liabilities which were
transferred to them and which were not included in the accounting records as of the effective day of the contract (Section 482),
unless the buyer knew of such liabilities at the time of concluding the contract.

          (4) The provisions of Section 433 through 435 shall similarly apply to legal defects in the sold enterprise. If the
ownership right to real estate which is a part of the enterprise is not transferred to the buyer and the seller fails to remedy this
defect within an appropriate additional deadline determined by the buyer, the latter may withdraw from the contract.

         (5) The rights defined in the preceding Subsections do not affect claim to compensation of damage. The provisions of
Section 440 shall similarly apply.

                                                                   Section 487

         The provisions of Section 477 through 486 shall apply also to contracts under which a part of an enterprise comprising
an independent organisational unit (branch) is sold.

                                                                   Section 488

           (1) If a party entered in the Commercial Register sells an enterprise, such party shall file an application for entry of the
sale of the enterprise or a part thereof into the Commercial Register.

           (2) A legal entity which has sold an enterprise forming their assets may complete its liquidation and be deleted from
the Commercial Register only after the passing of one year from the sale, provided that no court proceedings under Section 478
were commenced within that period, or at a later date if claims which were successfully applied in such proceedings are secured
or satisfied.

                                                                  Section 488a

            Section 672a shall similarly apply to a contract on the sale of an enterprise. A competition clause may limit the seller’s
activity.

                                                                 Division IIIA

                                                     Contract on Lease of an Enterprise

                                                                  Section 488b

                                                               Basic Provisions

           (1) Under a contract on lease of an enterprise, the lessor undertakes to hand over their enterprise to the lessee for the
latter independently to operate and manage it at their own expense and risk and to enjoy benefits therefrom. The lessee
undertakes to pay rent to the lessor.

            (2) The value of rent or the method of its determination must be specified in the contract.

            (3) A contract on the lease of an enterprise must be in writing.

            (4) A contract on the lease of an enterprise takes effect when it is published according to Section 33 Subsection 1.

                                                                  Section 488c

            (1) An enterprise cannot be subleased.

          (2) Unless this Act provides otherwise, Section 664, Section 665 Subsection 1, Section 667 and 670 of the Civil Code
shall apply to the lease of an enterprise.

                                                                  Section 488d
          A lessee may only be an entrepreneur entered in the Commercial Register that has the relevant business licence,
otherwise the contract is invalid.

                                                                 Section 488e

         (1) The lessee is obliged to operate the enterprise with due care and is not authorised to change the subject of
entrepreneurial activity operated in the leased enterprise without the lessor’s consent.

          (2) The rights and liabilities pertaining to the leased enterprise are transferred to the lessee as of the effective day of
the contract on the lease of such enterprise. This shall also apply to the rights and obligations arising from labour relations. The
provisions of Section 477 Subsection 2 through 4 shall similarly apply. The lessor shall be liable for liabilities pertaining to the
leased enterprise which arose before the effective day of the contract. The lessee operates the leased enterprise under the
lessee’s business name.

          (3) A creditor may seek a court ruling pronouncing all the lessor’s liabilities pertaining to a leased enterprise payable
as of the day when the contract on the lease of such enterprise takes effect if their fulfilment is at risk due to the lease of the
enterprise. Should this right not be exercised within three months from the effective day of the contract on the lease of the
enterprise, it shall expire.

          (4) The rights and liabilities arising from labour relations existing as of the day when the lease terminates and from
existing contracts on the lease of non-residential premises shall be transferred to the lessor. Other liabilities relating to the
leased enterprise shall become due.

                                                                 Section 488f

          (1) Unless agreed otherwise, the lease shall be extended by the period for which the contract on the lease of the
enterprise was concluded, even repeatedly, if, after expiry of the term for which the contract on the lease of such enterprise was
concluded, both parties continue to fulfil the contract.

           (2) If the contract on the lease of an enterprise is concluded for an indefinite term, a notice of withdrawal may be given
at the latest six months before the expiry of the accounting period as of the last day of such accounting period, unless the
contract specifies another different notice period.

                                                                 Section 488g

           (1) Based on the contract on the lease of an enterprise, the lessee becomes entitled to use, in the scope in which this
is necessary for the due operation of the enterprise throughout the term of the lease, the designation, know-how and the
subjects of industrial property belonging to the lessor and which relate to the leased enterprise. Payment for the use of these
rights is included in the rent. This shall not affect the provisions of special legal regulations on licensing agreements and the
entry of a licence into the relevant registers.

           (2) As of the effective day of the contract on the lease of an enterprise or its part, the ownership right to the products
in stock, materials for processing, spare parts and other items designated according to type, which are consumed or processed
in connection with the operation of the enterprise or which serve for sales purposes, shall be transferred to the lessee. However,
transfer of this ownership right shall occur only if the parties have agreed on appropriate payment for these items, either as part
of the rent or in addition to it. The contractual parties shall draw up a handover protocol of these items, including a list of
individual items.

           (3) The right under Subsection 1 shall expire at the end of the lease contract or when it is entered in the relevant
registry that the licence has ended due to expiry of the lease contract. Ownership to the items under Subsection 2 shall pass to
the lessor at the moment when the lease contract expires. The parties shall compile a protocol on handover of these items to
the lessor and the lessor shall settle the price of the items based on a special agreement.

                                                                 Section 488h

           The provisions of Section 672a shall similarly apply to the lease of an enterprise or its part. The lessor’s activities may
be limited throughout the term of lease by a competition clause; after termination of the lease, the lessee’s activities may be
limited by a competition clause.

                                                                 Section 488i

          The provisions of Section 488b through 488g shall similarly apply to a contract under which a certain part of the
enterprise, which forms an independent organisational unit (branch), is leased.

                                                                 Division IV

                                                  Contract for Purchase of a Leased Item

                                                                 Section 489

                                                              Basic Provisions

         (1) Under a contract for the purchase of a leased item, the parties agree either in the lease contract or after its
conclusion that the lessee has the right to purchase the leased item or lot of items during the validity of the lease contract, or
after its termination.

           (2) The contract for the purchase of a leased item must be in writing.

                                                                  Section 490

          If the lessee has the right to purchase the leased item during the validity of the lease contract, the lease contract
expires upon delivery of a written notice on exercising this right in accordance with the contract for the purchase of a leased
item, even if it was concluded for a definite term.

                                                                  Section 491

           If according to the contract the lessee has the right to purchase the leased item after termination of the lease contract,
this right shall expire if the entitled party does not inform the other party in writing of their intent to purchase the leased item
without undue delay after termination of the lease contract.

                                                                  Section 492

           If the entitled party in accordance with the contract for the purchase of a leased item informs the other party in writing
that they shall exercise the right to purchase the leased item which is or was the subject of the lease contract, a purchase
contract is established with respect to this item upon delivery of the said notice. The entitled party has the status of a buyer and
the other party the status of a seller.

                                                                  Section 493

          (1) Upon conclusion of the purchase contract (Section 492), the ownership right to the movable asset is transferred to
the buyer. The ownership right to real estate is transferred upon its entry into the real estate cadastre.

         (2) The risk of damage to the item is transferred to the buyer when the contract of purchase (Section 492) is
concluded.

                                                                  Section 494

          (1) If the purchase price decisive at the time of exercising the right to purchase the leased item or the manner of
determining this price is not designated in the agreement, the buyer shall pay the purchase price determined according to
Section 448 Subsection 2. Determination of the purchase price shall not be affected by any damage or greater wear to the item
for which the lessee is responsible.

          (2) The buyer must pay the purchase price without undue delay after conclusion of the contract for the purchase of the
leased item.

                                                                  Section 495

           (1) In assessing the defects of an item, the properties which the leased item should have had shall be decisive.

          (2) The deadline period for reporting defects in the purchased item starts on the day when the lessee took over the
leased item.

          (3) If the ownership right to the leased item is not transferred to the buyer and the seller fails to remedy the defect
within an additional appropriate deadline granted to them by the buyer, the latter may withdraw from the contract.

                                                                  Section 496

         (1) The lease contract may stipulate that after it has been in effect for a certain period, the lessee is entitled to acquire
the ownership right to the leased item free of charge, providing they exercise this right towards the lessor.

          (2) The party acquiring the ownership right under Subsection 1 is not entitled to claim defects in the item, with the
exception of legal defects, unless they were granted a quality warranty.

                                                                 Division V

                                                                Loan Contract

                                                                  Section 497

                                                              Basic Provisions

         Under a loan contract, the creditor undertakes to provide the debtor, based on the debtor’s request, with monetary
resources up to a certain amount, and the debtor undertakes to repay the provided monetary resources and pay interest.

                                                                  Section 498

          The parties may determine that the subject of their contract shall be monetary resources in a currency other than the
Czech currency, unless this conflicts with the regulations on foreign exchange. Unless the parties agree otherwise, the debtor
shall repay the monetary resources in the same currency in which they were provided, and pay interest in the same currency.
                                                                  Section 499

          A fee payable to the creditor may be agreed if the creditor undertakes the obligation to make the monetary resources
available upon request, if the creditor’s entrepreneurial activity involves the provision of credit.

                                                                  Section 500

          (1) A debtor may apply their claim to have monetary resources made available to them within the time limit set out in
the contract. If the time limit is not set out in the contract, the debtor may apply this claim until one of the parties withdraws from
the provision of the loan.

          (2) Unless the contract sets out a different notice period, the debtor may withdraw from provision of the loan with
immediate effect, whereas the creditor may do so with effect from the end of the calendar month following the month in which
notice of withdrawal was delivered to the debtor.

                                                                  Section 501

         (1) The creditor is obliged to make monetary resources available to the debtor upon request from the latter in
accordance with the contract, at the time set out in the request or else without undue delay.

         (2) If the contract stipulates that the loan may be used for a specific purpose only, the creditor may limit the provision
of monetary resources only to the debtor’s fulfilment of liabilities relating to such purpose.

                                                                  Section 502

           (1) From the day of provision of monetary resources, the debtor is obliged to pay interest on them at the agreed rate,
or else at the maximum rate set by law or based on the law. If the interest rate is not fixed in this manner, the debtor must pay
the usual rate of interest demanded on loans by banks at the place of the debtor’s registered office at the time of concluding the
contract. If the parties agree on a higher interest rate than that permitted by law or based on the law, the debtor is obliged to pay
the interest at the maximum permissible rate.

          (2) In case of doubt, it is presumed that the agreed interest rate is interest per annum.

                                                                  Section 503

           (1) The obligation to pay interest is due together with the obligation to repay the monetary resources that have been
used. If the deadline for repaying the provided monetary resources is longer than one year, interest is payable at the end of
each calendar year. At the time when the balance of the provided monetary resources is to be repaid, interest on the balance of
the monetary resources shall also become due.

         (2) If the provided monetary resources are to be repaid in instalments, interest on these instalments is due on the day
when a particular instalment is due.

           (3) The debtor may repay the provided monetary resources before the deadline set out in the contract. The debtor
shall pay interest only for the period from the provision of the monetary resources until their repayment.

                                                                  Section 504

         The debtor must repay the provided monetary resources within the agreed deadline or within one month from the day
when the creditor asks them to do so.

                                                                  Section 505

           If during the validity term of the contract, the securing of the obligation to repay the provided monetary resources
expires or deteriorates, the debtor must supplement the security up to its original scope. If the debtor fails to do so within an
appropriate deadline, the creditor may withdraw from the contract and demand repayment of the debt from the debtor with
interest. The creditor’s withdrawal from the contract shall not affect the securing of liabilities from this contract.

                                                                  Section 506

          If the debtor delays in the payment of more than two instalments or one instalment for a period of more than three
months, the creditor is entitled to withdraw from the contract and demand repayment of the debt with interest from the debtor.
The creditor’s withdrawal from the contract shall not affect the securing of liabilities from this contract.

                                                                  Section 507

          If the monetary resources provided under the contract are to be used by the debtor for a particular purpose only and
the debtor uses them for a different purpose, or if their use for the agreed purpose is impossible, the creditor is entitled to
withdraw from the contract and demand repayment of the used and unpaid monetary resources with interest by the debtor
without undue delay. The creditor’s withdrawal from the contract shall not affect the securing of liabilities from this contract.

                                                                 Division VI

                                                 Industrial Property Licensing Agreement
                                                                   Section 508

                                                                Basic Provisions

          (1) Under an industrial property licensing agreement, the licensor authorises the licensee to exercise industrial
property rights (hereafter referred to as the “right”) in the agreed scope and within the agreed territory, and the licensee
undertakes to make certain payments or to provide other assets.

          (2) The agreement must be in writing.

                                                                   Section 509

          (1) If stipulated by a special regulation, exercising the rights granted on the basis of an agreement requires entry into
the respective register of such rights.

          (2) If the continuance of the rights depends on the exercising thereof, the licensee is obliged to exercise the rights.

                                                                   Section 510

          The licensor is obliged to uphold the rights throughout the duration of the agreement, if required by the nature thereof.

                                                                   Section 511

          (1) The licensor may continue to exercise the rights which are the subject of the agreement, and may also grant them
to other parties.

          (2) The licensee is not entitled to allow other parties to exercise the rights.

                                                                   Section 512

          Without undue delay after conclusion of the agreement, the licensor is obliged to make all the documentation and
information required for exercising the rights under the contract available to the licensee.

                                                                   Section 513

          The licensee must preserve the confidentiality of the provided documentation and information with respect to third
parties, unless it follows from the contract or the nature of the documentation and information that the licensor is not interested
in preserving their confidentiality. Third parties shall not include parties that participate in the licensee’s entrepreneurial activities
and which the licensee has bound to confidentiality. Upon expiry of the agreement, the licensee must return all provided
documentation to the licensor and continue to preserve the confidentiality of provided information until it becomes generally
known.

                                                                   Section 514

           (1) If the licensee is restricted in exercising their rights by other persons, or if they ascertain that other persons are
infringing on these rights, they must report this to the licensor without undue delay.

          (2) The licensor shall, without undue delay, take all the necessary legal steps to protect the exercising of rights by the
licensee. When undertaking these measures, the licensee is obliged to provide the licensor with the necessary cooperation.

                                                                   Section 515

           If the agreement is not concluded for a definite term, it may be terminated by withdrawal. Unless the contract sets a
different notice period, notice of withdrawal shall take effect one year from the end of the month in which it is delivered to the
other party.

                                                                   Division VII

                                                        Contract on Deposit of an Item

                                                                   Section 516

                                                                Basic Provisions

           (1) Under a contract on the deposit of an item, the depositary undertakes temporarily and gratuitously to take care of
an item, on behalf of the depositor, which they have in their keeping in connection with their business transactions with the
depositor.

          (2) If the contract does not specify whether the item is to be taken care of for a fee or gratuitously, and taking care of
other persons’ items is not the subject of the depositary’s entrepreneurial activity, it applies that the parties have concluded a
contract on the deposit of an item.

                                                                   Section 517
          The depositary must take due care of the item and ensure that it suffers no damage, taking into account the nature of
the item and their own capacities. If taking care of the item requires special measures, the depositary must undertake these,
provided that they are specified in the contract or if the depositor disclosed them prior to conclusion of the contract. The
depositary shall insure the item against damage only if provided for by the contract.

                                                                  Section 518

          Even if the depositary undertakes in the contract to take care of the item in a particular manner, they may diverge from
this manner if circumstances occur which the depositary could not have foreseen at the time of concluding the contract and
which make performance of their obligation inordinately onerous. The depositary is obliged to promptly inform the depositor of
such circumstances.

                                                                  Section 519

           (1) If the depositary entrusts the item into the care of a third party without the depositor’s consent, the depositary shall
be liable as if they were taking care of the item themselves. If they do so with the depositor’s consent, the depositary is liable as
the mandatary.

          (2) If, contrary to the contract, the depositary entrusts the item to a third party’s care, the risk of damage to the item is
transferred to the depositary. This shall not affect the provisions of Section 518.

                                                                  Section 520

          The depositary may not use the item or make it available for use by a third party without the depositor’s consent.

                                                                  Section 521

          (1) The depositor is obliged to compensate the depositary for any damage caused to the latter by the deposited item,
unless the depositary could have prevented the damage by exercising the care specified in Section 517. The depositor must
also compensate the depositary for any necessary and efficiently incurred expenses in the performance of their obligation.

          (2) In the case of extraordinary expenses, unforeseen at the time of concluding the contract, the depositary is obliged
to request the depositor’s consent prior to such expenditure, if possible. If the depositor does not inform the depositary of their
objection without undue delay, it is presumed that the depositor agrees to the proposed expenditure.

         (3) If the depositary makes the expenditure specified in Subsection 2 without first having requested the depositor’s
consent, and the depositor does not subsequently approve of the depositary’s expenditure, the depositary may claim the
compensation of expenses to the extent to which the depositor enriched themselves by saving on such expenses.

         (4) The depositor is obliged to compensate expenses to which the depositary is entitled without undue delay after
having been requested to do so by the depositary, but no later than when they collect the item.

                                                                  Section 522

          The depositary must return the deposited item to the depositor at the place where it was to be deposited under the
contract, or else at their registered office, place of business or residential address, or at the place where a branch of the
depositary is taking care of the item.

                                                                  Section 523

          (1) Even if the term for which the item is to be deposited with the depositary is agreed, the depositary must return it
without undue delay upon request from the depositor.

          (2) The depositary may demand that the depositor take the item back without undue delay even before expiry of the
contractual term of deposit if further performance of their obligation would cause them excessive difficulties, unforeseen at the
time of concluding the contract, or if a third party demands issuance of the deposited item.

                                                                  Section 524

          If there is no agreement as to how long the item is to remain with the depositary, and this is not evident from the
circumstances under which the contract was concluded, the depositary must return the item to the depositor as soon as the
latter asks them to do so, and the depositor shall reclaim the item without undue delay after being asked to do so by the
depositary.

                                                                  Section 525

           If the depositor does not reclaim the item in time, the depositary may set a reasonable deadline for them to do so.
After the passing of this deadline, the depositary may withdraw from the contract, and if the depositary notified the depositor
accordingly when setting the deadline, they may sell the item in an appropriate manner at the depositor’s expense or store it
with a third party at the depositor’s expense.

                                                                  Section 526

          The provisions of Section 517 through 525 shall similarly apply also to determining the rights and obligations of parties
when, according to the provisions of this Act on other types of contracts (other than a contract on the deposit of an item), one
party is obliged to take gratuitous care of an item by keeping it for the other party, unless a different arrangement is implied by
these provisions.

                                                                Division VIII

                                                             Contract on Storage

                                                                 Section 527

                                                              Basic Provisions

            (1) Under a contract on storage, the warehouse keeper undertakes to receive an item in order to store it and look after
it, and in return for this service the depositor undertakes to pay them a storage fee.

          (2) If the contract does not specify whether an item is to be looked after for a storage fee or gratuitously, and the
looking after of items (storage) is the subject of the warehouse keeper’s entrepreneurial activity, it is deemed that the parties
have concluded a contract on storage.

                                                                 Section 528

           (1) The warehouse keeper must take over the item handed over to them by the depositor and confirm receipt of it in
writing.

           (2) The confirmation that an item has been accepted for storage (warehouse warrant) may have the character of a
security to which the right to demand the handover of the stored item is attached.

          (3) A warehouse warrant may be made out to a bearer or as a registered warehouse warrant. If it is made out to a
bearer, the warehouse keeper shall hand over the item to the party who presents the warrant. If it is a registered warehouse
warrant, the warehouse keeper shall hand over the item to the party whose name is stated in the warehouse warrant. Such
warrant may be assigned by the entitled party to other parties by endorsement, unless endorsement is excluded therein. The
regulations on bills of exchange shall similarly apply to endorsements.

          (4) The party that is entitled to demand the handover of a certain item based on a warehouse warrant has the status
of the depositor, and confirms at the warehouse keeper’s request by signing the warehouse warrant that the stored item has
been taken over by them; however, this party is not obliged to pay the storage fee. If such fee has not been paid, the warehouse
keeper is not obliged to issue the goods if they exercise their right to retain the goods deposited in their warehouse.

           (5) A warehouse warrant must contain at least the following:

a) the warehouse keeper’s commercial name or designation and registered office, if a legal entity, or the full name and place of
business or residential address, if a natural person,

b) the depositor’s commercial name or designation and registered office, if a legal entity, or the full name and place of business
or residential address, if a natural person,

c) specification and quantity, weight or volume of the stored goods,

d) information as to whether the warehouse warrant was issued to a bearer or is registered, stating the name or commercial
name or designation of the party to whose order it was issued,

e) designation of the place in which the goods are stored,

f) the period for which such goods are stored,

g) the place and day of issue of the warehouse warrant and the signature of the warehouse keeper.

          (6) Should a warehouse warrant not include the name of the party to whose order it was issued, it shall be regarded
as issued to the order of the depositor.

                                                                 Section 529

        Unless the contract indicates otherwise, it is terminated if the depositor does not deliver the item for storage to the
warehouse keeper within the deadline stipulated in the contract, or else within six months of conclusion of the contract.

                                                                 Section 530

          The warehouse keeper must store the item separately from other stored items and mark it so as to identify it as an
item belonging to the depositor. The depositor has the right to check the condition of the stored item and to take samples from it.

                                                                 Section 531

         (1) The depositor pays a storage fee in the amount and manner agreed in the contract as of the day the warehouse
keeper receives the item for storage.

         (2) If the amount of the storage fee is not agreed in the contract, the depositor pays the fee usual at the time of
concluding the contract, taking into account the nature of the item and the period and manner of storage.
          (3) If storage lasts longer than six months, the storage fee is paid semi-annually in arrears. Storage fees for an
incomplete six-month period and for a shorter period of storage are paid when the stored item is reclaimed. The warehouse
keeper is entitled to payment for storing an item even after expiry of the contract if the depositor fails to reclaim the stored item
on time.

          (4) The storage fee covers all costs connected with storage of the item except the cost of insurance. The warehouse
keeper is entitled to recover insurance costs only if the contract obliges them to insure the item.

                                                                     Section 532

          (1) If storage is agreed for a fixed term, the depositor may reclaim the item prior to the expiry of this term, but they
must pay the storage fee due for the entire contractual term before they do so. Prior to expiry of the contractual term, the
depositor may again request the warehouse keeper to accept the item and store it until the end of the contractual period; the
depositor is obliged to reimburse the warehouse keeper for expenses incurred as a result of their request.

         (2) If the contract fails to specify the term for which it is concluded, it is deemed to be concluded for an indefinite term.
The depositor may demand at any time the return of the stored item and must pay a storage fee for the actual storage term
when reclaiming the stored item. The contract is terminated when the stored item is reclaimed..

            (3) The warehouse keeper may withdraw from the contract with a one-month notice period. The notice period starts on
the first day of the month following the month in which the notice of withdrawal was delivered to the depositor.

                                                                     Section 533

         (1) The warehouse keeper is liable for any damage caused to the stored item from the time of its receipt until it is
reclaimed, unless they could not have prevented the damage despite exercising due care.

          (2) The warehouse keeper is not liable for damage to the stored item if such damage was caused by:

a) the depositor or by the owner of the item,

b) a defect or the natural characteristics of the stored item, or

c) defective packaging which the warehouse keeper brought to the depositor’s attention when the item was accepted for
storage, and this was noted in the document confirming acceptance of the item; if the warehouse keeper did not inform the
depositor of the defective packaging, the warehouse keeper is liable for the damage only if the defect was discernible.

          (3) If damage occurs in the manner specified in Subsection 2, the warehouse keeper must exercise due care in order
to minimise it.

                                                                     Section 534

          (1) The warehouse keeper may withdraw from the contract if:

a) the depositor conceals the dangerous nature of the item and the warehouse keeper is thereby exposed to the risk of
considerable damage,

b) the depositor delays in payment of the storage fee for at least three months,

c) there is a risk of substantial damage to the stored item which the warehouse keeper cannot avert, or

d) the depositor fails to reclaim the item after expiry of the term for which the warehouse keeper is under obligation to store the
item.

          (2) Upon withdrawal from the contract, the warehouse keeper may stipulate a reasonable deadline for the depositor to
reclaim the item with a warning that otherwise the item shall be sold. After the passing of this deadline, the warehouse keeper
may sell the stored item in an appropriate manner at the depositor’s expense. The warehouse keeper may deduct the storage
fee and costs related to the sale from the proceeds thereof, and must pay the balance to the depositor, without undue delay.

                                                                     Section 535

          In order to secure their claims arising from the contract of storage, the warehouse keeper has a statutory lien on the
stored items as long as they are kept by it. This statutory lien takes precedence over other liens.

                                                                    Division IX

                                                               Contract for Work

                                                                    Subdivision 1

                                                               Basic Provisions

                                                                     Section 536
            (1) Under a contract for work, the contractor undertakes to carry out specific work and the client undertakes to pay a
price for its performance.

           (2) Work means the creation of a certain item, unless it falls within the scope of a purchase contract, the assembly of
a certain item and its maintenance, performance of an agreed repair or modification of a certain item, or the materially
expressed result of some other activity. The creation, assembly, maintenance, repair or modification of a construction or its part
shall also be deemed as work.

          (3) The price must be agreed in the contract, or the contract must at least specify the method of determining the price,
unless the negotiations of the parties imply their intent to conclude the contract without such determination.

                                                                Subdivision 2

                                                            Performance of Work

                                                                  Section 537

          (1) The contractor is obliged to execute the work at their own expense and own risk within the agreed deadline, or
else within a reasonable period with respect to the nature of the work to be performed. Unless it follows otherwise from the
contract or the nature of the work, the contractor can execute the work in advance of the agreed time.

          (2) The client is obliged to take over the executed work.

         (3) In executing the work, the contractor proceeds independently and is not obliged to follow the client’s instructions
concerning the method of implementing the work, unless they expressly undertook to follow them.

                                                                  Section 538

          The contractor may entrust another party with execution of the work, unless the contract or the nature of the work
implies otherwise. However, if the work is executed by another party, the contractor shall bear the same liability as if they
executed the work themselves.

                                                                Subdivision 3

                                                Items Required for Execution of the Work

                                                                  Section 539

           (1) The client must deliver the items which they are required to provide under the contract to the contractor for
execution of the work within the deadline set in the contract, or without undue delay after concluding the contract. In case of
doubt, it is presumed that the price for execution of the work shall not be reduced by the price of the items provided by the
client.

           (2) If the client fails to provide these items in time, the contractor may grant them an appropriate deadline to do so;
after the passing of this deadline, the contractor may provide such items themselves at the client’s expense after notifying the
client thereof. The client is obliged to reimburse the price of such items and other efficiently incurred expenses relating thereto
without undue delay after being requested to do so by the contractor.

          (3) Items which are required for execution of the work and which the client is not obliged to provide under the contract
shall be provided by the contractor.

                                                                  Section 540

         (1) The client bears the risk of damage to the items which they provide for execution of the work and remains their
owner until they become a component of the work as a result of processing.

         (2) The contractor is liable in the same manner as a warehouse keeper for items taken over from the client for the
purpose of subsequent processing during execution of the work or for the purpose of repair or modification.

           (3) After completion of the work or expiry of the obligation to execute the work, the contractor is obliged without undue
delay to return items received from the client that were not processed during execution of the work.

                                                                  Section 541

           The contractor has the status of a seller with respect to items which they have provided for execution of the work,
unless the provisions regulating the contract for work provide otherwise. In case of doubt, it is presumed that the purchase price
of such items is included in the price for execution of the work.

                                                                Subdivision 4

                                       Ownership Title to the Produced Item and Risk of Damage

                                                                  Section 542

          (1) If a contractor produces an item on the client’s premises, on their site or on a site provided by the client, the client
bears the risk of damage to the produced item and shall be the owner thereof, unless the contract stipulates otherwise.
          (2) In cases not subject to Subsection 1, the contractor assumes the risk of damage to the produced item and is
considered the owner thereof. The provisions which apply to the transfer of risk from a seller to a buyer shall similarly apply to
the transfer of risk from a contractor to a client.

         (3) Neither the risk of damage nor ownership right to an item shall be transferred to the contractor if it is the subject of
maintenance, repair or modification.

                                                                 Section 543

           (1) If the contractor has the ownership right to the produced item and the obligation to execute the work terminates for
reasons for which the client does not bear responsibility, the client is entitled to demand payment of the price for the items taken
over from them by the contractor, which the contractor processed in executing the work or which cannot be returned. This does
not affect the client’s right to compensation of damage.

           (2) If the obligation to execute the work expires for reasons for which the client bears responsibility, the client is
entitled to demand reimbursement of the amount by which the contractor enriched themselves.

                                                                 Section 544

          (1) If the client has the ownership right to the produced item and, given its nature, the item cannot be returned or
handed over to the contractor, the client is obliged to pay the contractor the amount by which the client enriched themselves
from the contractor’s performance, provided the obligation expired for a reason for which the client is not responsible.

            (2) If the obligation to execute work expires in the cases mentioned in Subsection 1, but for reasons for which the
client is responsible, the contractor may demand payment of the price of such items which they efficiently provided and which
became a part of the produced item, unless the price of such items is included in the contractor’s claim under Section 548
Subsection 2.

                                                                 Section 545

           The provisions of Section 544 shall similarly apply to cases in which subject of work is the assembly, maintenance,
repair or modification of an item.

                                                                Subdivision 5

                                                             Price for the Work

                                                                 Section 546

          (1) The client is obliged to pay to the contractor the price agreed in the contract or determined in the manner specified
in the contract. If the price is not agreed or if the method of determining the price is not specified, and the contract is
nevertheless valid (Section 536 Subsection 3), the client is obliged to pay the price which is usually paid for comparable work
under similar business terms at the time of concluding the contract.

           (2) The agreement and provision of an advance on the price for the work shall not affect the effects under Section 548
and 549.

                                                                 Section 547

                                                               Budgeted Price

           (1) The value of the price is not affected by the fact that the price was determined on the basis of a budget which is
part of the contract or which was disclosed to the client by the contractor prior to conclusion of the contract.

         (2) However, if the price was determined on the basis of a budget with respect to which the contract indicates that its
completeness is not guaranteed, the contractor may demand an appropriate increase of the price if it becomes necessary
during execution of the work to perform activities not included in the budget, provided these activities could not have been
foreseen at the time of concluding the contract.

        (3) If the price was determined on the basis of a budget which is not binding according to the contract, the contractor
may demand an increase of the price by the amount by which expenses reasonably incurred by the contractor exceed the
expenses included in the budget.

          (4) If the client disagrees with the price increase, the increase shall be determined by the court acting on the
contractor’s instigation.

          (5) The client may withdraw from the contract without undue delay if the contractor demands an increase of the price
under Subsection 2 and 3 by an amount exceeding 10% of the price stipulated by the budget. In this case, the client is obliged
to pay the contractor the part of the price corresponding to the scope of partial execution of the work in accordance with the
budget.

          (6) The contractor’s right to determine a price increase in accordance with Subsection 2 and 3 shall expire if the
contractor fails to notify the client of the need to exceed the budgeted price and of the proposed value of the price increase
without undue delay once it has become obvious that exceeding the budgeted price is unavoidable.
                                                                 Section 548

           (1) The client must pay the price to the contractor within the deadline agreed in the contract. Unless the contract or
this Act stipulate otherwise, payment of the price is due on completion of the work.

           (2) If the contractor withdraws from the contract due to the client’s default and the obstacle preventing performance of
the client’s obligation does not originate in circumstances excluding liability (Section 374), the contractor is entitled to the price
stipulated in the contract. However, the amount saved by the contractor by not completing the contracted work in its full scope
shall be deducted from the price.

                                                                 Section 549

          (1) If after concluding the contract the parties agree to reduce the scope of the work but do not agree on the
consequences for the price, the client is obliged to pay an appropriately reduced price; if the parties agree to expand the scope
of the work in this manner, the client shall pay an appropriately increased price.

         (2) If after concluding the contract the parties agree to change the work but do not agree on the consequences of this
change for the price, the client shall pay a price which is increased or reduced taking into account the difference in the scope of
necessary activities and reasonable expenses related to the changed execution of the work.

                                                                Subdivision 6

                                                         Manner of Executing Work

                                                                 Section 550

           The client may inspect the execution of the work. If the client ascertains that the contractor is executing the work in a
manner contrary to their obligations, the client is entitled to demand that the contractor eliminate any defects resulting from
deficient execution and execute the work properly. If the contractor fails to do so even within an appropriate deadline granted for
this purpose by the client, and the contractor’s conduct would undoubtedly lead to a substantial breach of the contract (Section
345 Subsection 2), the client is entitled to withdraw from the contract.

                                                                 Section 551

           (1) The contractor is obliged to inform the client without undue delay of the unsuitable nature of items provided by the
client, or of the inadequacy of the client’s instructions, if the contractor ascertains their inadequacy by exercising due care. If
such unsuitable items or instructions obstruct the proper execution of the work, the contractor is obliged to suspend execution of
the work to the extent necessary until the client’s unsuitable items are exchanged or the inadequate instructions corrected, or
until they receive written notice that the client insists on execution of the work using the supplied items or according to the given
instructions. The deadline set for completion of the work shall be extended by the period during which it was necessary to
suspend execution of the work. The contractor is also entitled to reimbursement of expenses related to such suspension of the
execution of work or the use of unsuitable items until the time when it was possible to ascertain their unsuitability.

         (2) A contractor who has fulfilled their obligation under Subsection 1 is not liable for the impossibility of completing the
work or defects in the completed work caused by unsuitable items or inadequate instructions if the client insisted on their use in
execution of the work and confirmed this to the contractor in writing. If the work is not completed, the contractor is entitled to
payment of the price reduced by the amount they saved due to not executing the work to the full extent.

          (3) A contractor who has not fulfilled their obligation under Subsection 1 is liable for defects in the work caused either
by the use of unsuitable items supplied by the client or by following the client’s instructions.

                                                                 Section 552

          (1) If, during execution of the work, the contractor ascertains hidden obstacles in connection with the item to be
repaired or modified, or in relation to the place where the work is to be executed, and these obstacles prevent execution of the
work in the agreed manner, the contractor must inform the client without undue delay of such obstacles, together with their
proposal to change the work. Until an agreement is reached regarding a change in the work, the contractor may suspend
execution of the work. If the parties fail to agree on amending the contract within a reasonable time, either of the parties may
withdraw from the contract.

           (2) If the contractor has not breached their obligation to ascertain the existence of any obstacles under Subsection 1
prior to starting execution of the work, neither of the parties may claim compensation of damage; the contractor is entitled to
payment for the part of the executed work which was completed before the time when they were able to detect the obstacles by
exercising due care.

                                                                 Section 553

          (1) If the contract provides that the client may inspect the subject of work at particular stages of its execution, the
contractor must invite the client in time to carry out such inspection.

        (2) If the contractor fails to meet the obligation under Subsection 1, they must enable the client to conduct a
subsequent inspection and bear the expenses of such inspection.

            (3) If the client fails to attend an inspection to which they have been duly invited by the contractor, or which should
have been conducted in accordance with an agreed schedule, the contractor may continue with execution of the work. However,
if the client’s absence is caused by an obstacle which they were unable to avert, the client may demand, without undue delay,
the conducting of a subsequent inspection. However, the client is obliged to reimburse the contractor for any expenses incurred
by the delayed inspection.

                                                                  Subdivision 7

                                                            Completion of the Work

                                                                   Section 554

          (1) The contractor fulfils their obligation to execute the work by due completion thereof and by handing over the
subject of the work to the client at the agreed place, or else at the place stipulated by this Act. If the place of delivery differs from
the place specified in Subsection 2 and 4, the contractor shall ask the client to take over the work.

          (2) If such place has not been agreed and the contract contains the contractor’s obligation to ship the subject of the
work, delivery of the subject of the work takes place by handing it over to the first carrier responsible for forwarding it to the
destination. The contractor must allow the client to exercise the right arising from the contract of carriage, unless the client
already has this right on the basis of that contract.

         (3) If the contract specifies neither the place of delivery nor the contractor’s obligation to ship the subject of the work,
the handover is performed at the place stipulated in the contract as the place of execution of the work; if such place is not
designated in the contract, delivery is performed at the place which the client knew or must have known at the time of
concluding the contract as the place where the contractor would execute their work.

          (4) In cases to which the provisions of Subsection 1 through 3 do not apply, the handover of the subject of the work is
performed at the place where the contractor has their registered office, place of business or residential address, or at the
location of their branch, provided that they notify the client of the place in time.

           (5) The client acquires the ownership right to the subject produced for them upon its handover, if the contractor had
the ownership right beforehand; the risk of damage to the subject of the work is transferred to the client, provided it was borne
by the contractor before its handover. The provisions of Section 444 through 446, Section 455 through 459 and Section 461
shall similarly apply.

         (6) If requested by either party, a protocol confirming the handover of the subject of the work shall be compiled and
signed by both parties.

                                                                   Section 555

            (1) If the contract does not contain the contractor’s obligation to ship the subject of the work, the contractor fulfils their
obligation to perform the work if they enable the client to dispose of the subject of the work at the place specified in Section 554.
If the contractor’s obligation includes assembly of an item they have manufactured, repaired or modified, this obligation is
fulfilled upon the due completion of such assembly.

           (2) If the contract stipulates that due completion of the work is to be demonstrated by means of the agreed tests, the
work shall be deemed complete upon successful completion of such tests. The contractor must invite the client in time to
participate in these tests.

         (3) Failure on the part of the client to attend the tests to which they have been invited in time shall not prevent the
performance of the tests. The provisions of Section 553 Subsection 3 on the repetition of tests shall similarly apply.

           (4) The results of the tests are entered in a protocol signed by both parties. If the client is not present, a reliable and
impartial person who attended the tests shall sign the protocol on the client’s behalf.

                                                                   Section 556

          If the work involves the result of an activity other than the creation of an item, or its assembly, maintenance, repair or
modification, the contractor must proceed during such activity within the scope defined by the contract, with due care so as to
attain the materially expressed result of the activity specified in the contract. The contractor must hand over the materially
expressed result of the work to the client.

                                                                   Section 557

           The contractor is entitled to provide the result of the activity which is the subject of the work under Section 556 to
parties other than the client, if the contract so permits. If the contract does not prohibit such provision, the contractor may
provide it, unless it is contrary to the interests of the client given the nature of the work.

                                                                   Section 558

           If the subject of the work under Section 556 is the result of an activity which is protected by industrial or other
intellectual property rights, the client may use the result of such work only for the purpose specified in the concluded contract for
work. The client may use this result for other purposes only with the contractor’s consent.

                                                                   Section 559

          The contractor is liable for breach of third-party rights arising from industrial or other intellectual property as a result of
using of the subject of the work, if such breach occurs under Czechoslovak law or under the laws of the country in which the
result of work is to be used, and the contractor was aware of this at the time of concluding the contract. The provisions of
Section 434 and 435 apply as appropriate to legal defects in the work.

                                                                 Subdivision 8

                                                                Defects in Work

                                                                  Section 560

          (1) Work is deemed to have defects if its execution does not meet the requirements specified in the contract.

           (2) The contractor is liable for defects in work at the time of its handover (Section 554); however, if the risk of damage
to the manufactured item is transferred to the client later, the time of such transfer shall be decisive. The contractor is liable for
defects in their work which are subject to the quality warranty in the scope of such warranty.

         (3) The contractor is liable for defects in the work which arise after the time specified in Subsection 2, if such defects
are caused by a breach of their obligations.

          (4) If work involves the creation of an item, the provisions of Section 420 through 422 and Section 426 shall similarly
apply.

                                                                  Section 561

          The contractor is not liable for defects in the work if these are caused by the use of items supplied for processing by
the customer, provided that the contractor, despite exercising due care, was either unable to detect their unsuitability or
informed the client of their unsuitability but the latter insisted on their use. Likewise, the contractor is not liable for defects
caused by adherence to inappropriate instructions given to them by the client, provided that the contractor informed the client of
their inappropriateness and the client insisted on their observance, or if the contractor was unable to determine their
inappropriateness.

                                                                  Section 562

        (1) The client must inspect the subject of the work, or arrange for its inspection as soon as possible after the work has
been handed over.

          (2) The right from defects in the work cannot be granted to the client by the court if the client fails to report the defects:

a) without undue delay after they have been ascertained;

b) without undue delay after the client should have ascertained them whilst exercising due care during an inspection under
Subsection 1;

c) without undue delay after they could have been ascertained subsequently whilst exercising due care, but no later than within
two years, or in the case of construction work within five years of the handover of the subject of work. For defects covered by a
warranty, the warranty period is effective in lieu of the aforementioned time limit.

         (3) The provisions of Section 428 Subsection 2 and 3 shall similarly apply to the consequences stipulated in
Subsection 2.

                                                                  Section 563

          (1) The warranty period applying to the work starts from the day when the work is handed over.

          (2) The provisions of Section 429 through 431 shall similarly apply to the quality warranty.

                                                                  Section 564

          The provisions of Section 436 through 441 shall similarly apply to defects in the work. However, the client may not
demand execution of substitute work if the subject of work, given its nature, cannot be returned or handed over to the
contractor.

                                                                  Section 565

           If the client exercises their right under Section 564 to cancel a certain contract concerning a subject of work that
cannot be returned or handed over to the contractor, the provisions of Section 441 shall not apply. However, the client is not
entitled to withdraw from the contract if they failed to notify the contractor of defects in the work in time.

                                                                  Division X

                                                             Mandate Agreement

                                                                  Section 566

         (1) Under a mandate agreement, the mandatary undertakes to arrange specific business matters, at the mandator’s
expense and for a fee, by performing legal acts on behalf of the mandator or by conducting other activities, and the mandator
undertakes to pay them remuneration.
         (2) If the mandatary’s entrepreneurial activity includes the arrangement of affairs, it is deemed that remuneration has
been agreed.

                                                               Section 567

          (1) The mandatary must proceed with due care when arranging matters for others.

           (2) The mandatary must perform the activity they have undertaken in accordance with the mandator’s instructions and
interests, which the mandatary knows or should know of. The mandatary is obliged to inform the mandator of all the
circumstances they learn of while arranging matters for the mandator and which might result in a change in the mandator’s
instructions.

          (3) The mandatary may diverge from the mandator’s instructions only if it is necessary and in the interest of the
mandator, and if it is impossible to seek the mandator’s consent in time. However, even in this case the mandatary may not
diverge from instructions if it is prohibited by the contract or by the mandator.

                                                               Section 568

         (1) The mandatary is obliged to arrange matters in person only if stipulated in the agreement. If the mandatary
breaches this obligation, they shall be liable for any damage thus incurred by the mandator.

          (2) The mandator is obliged to punctually hand over to the mandatary the items and information required to arrange a
certain matter, unless the nature of such items and information indicates that they are to be obtained by the mandatary.

         (3) If the arrangement of a specific matter requires the performance of legal acts in the name of the mandator, the
mandator must issue the necessary written power of attorney to the mandatary in time.

          (4) If the power of attorney is not included in the contract, it cannot be replaced by the mandatary’s contractual
obligation to act in the name of the mandator, not even in cases where the person with which the mandatary is negotiating
knows of this obligation.

                                                               Section 569

          The mandatary must return to the mandator without undue delay any items they have taken over from them when
arranging a matter on mandator’s behalf.

                                                               Section 570

          The mandatary is liable for any damage caused to items taken over from the mandator when arranging matters on
their behalf, and for any damage caused to items taken over from third parties on the mandator’s behalf, unless they could not
have averted such damage despite exercising due care. The mandatary must punctually insure such items only if the contract
so provides or if the mandator asks them to do so, and in both cases at the mandator’s expense.

                                                               Section 571

          (1) If the value of remuneration is not set out in the agreement, the mandator is obliged to pay to the mandatary the
remuneration customary at the time of concluding the agreement for an activity similar to that undertaken by the mandatary in
arranging matters.

          (2) Unless the agreement provides otherwise, the mandatary is entitled to remuneration once they have duly
performed the activity they were obliged to perform, regardless of whether or not it led to the expected result. If it may be
expected that the arrangement of matters shall cause considerable expenses for the mandatary, the mandatary may request an
appropriate advance following conclusion of the contract.

                                                               Section 572

        The mandator is obliged to compensate the mandatary for all expenses necessarily and efficiently incurred by the
mandatary in performing their obligations, unless it follows from the nature of such expenses that they are included in the
mandatary’s remuneration.

                                                               Section 573

          The mandatary is not liable for the breach of obligations by a third party with which they have concluded a contract
when arranging matters, unless in the mandate agreement they undertook a guaranty for fulfilment of the obligations assumed
by other parties in connection with the arrangement of the matter.

                                                               Section 574

          (1) The mandator may withdraw from the agreement in full or in part at any time.

         (2) Unless the notice of withdrawal provides otherwise, it shall take effect on the day when the mandatary learned or
could have learned of it.

          (3) As of the effective day of the notice of withdrawal, the mandatary must terminate the performance of the activity to
which the notice applies. However, they are obliged to inform the mandator of any measures that must be undertaken in order to
prevent any immediate threat of damage to the mandator arising from failure to complete the activities related to arranging a
matter.

        (4) The mandatary is entitled to the compensation of expenses under Section 572 and a proportionate part of the
remuneration for services duly rendered until the effective date of the notice of withdrawal.

                                                                 Section 575

         (1) The mandatary may withdraw from the agreement with effect from the end of the calendar month following the
month in which such notice of withdrawal is delivered to the mandator, unless the notice of withdrawal sets a later date.

          (2) The mandatary’s obligation to perform activities on behalf of the mandator expires on the effective date of the
notice of withdrawal. If this termination of activities could result in damage to the mandator, the mandatary must inform the
mandator of the measures to be undertaken to prevent such damage. If the mandator cannot undertake such measures, even
through other parties, and they ask the mandatary to undertake them, the mandatary is obliged to do so.

          (3) The mandatary’s obligation terminates upon their death if he/she is a natural person, or upon their dissolving if
they are a legal entity.

          (4) For activities performed between the day of the notice of withdrawal and its effective day and performed under
Subsection 2, the mandatary is entitled to the compensation of expenses according to Section 572 and partial remuneration
proportional to the results attained in arranging the matter.

                                                                 Section 576

          The provisions of Section 567 through 575 shall apply as appropriate to cases involving an obligation to arrange a
certain matter at another person’s expense under other provisions of this Act, unless these provisions indicate otherwise.

                                                                Division XI

                                                     Commission Agent’s Agreement

                                                                 Section 577

                                                              Basic Provisions

           Under a commission agent’s agreement, the commission agent undertakes to arrange certain business matters for the
principal in their own name but at the principal’s expense, and the principal undertakes to pay them a commission.

                                                                 Section 578

           (1) When arranging matters, the commission agent must act with due care in accordance with the principal’s
instructions.

          (2) The commission agent may diverge from the principal’s instructions only if it is in the principal’s interest and they
cannot obtain the latter’s consent in time. If the commission agent breaches this obligation, the principal need not recognise the
negotiations as having been conducted at their own expense, providing they rejected the effectiveness of such negotiations
without undue delay after learning of their content.

                                                                 Section 579

           (1) The commission agent is obliged to protect the principal’s interests, insofar as these are known to them, and keep
the latter well informed of all circumstances which may lead to a change in the principal’s instructions. The commission agent is
obliged to arrange insurance only if specified in the contract or if the principal has instructed them to do so, and in both cases at
the principal’s expense.

         (2) The commission agent is obliged to provide the principal with reports on the arrangement of the principal’s
business affairs in the manner specified in the contract, or else upon request from the principal.

                                                                 Section 580

          (1) Unless the contract provides otherwise, the commission agent must use other parties to perform the contract if
unable to fulfil their obligations themselves.

           (2) If the commission agent uses other parties to perform in their stead, they are liable for such parties’ performance
as if they were arranging the matter themselves.

                                                                 Section 581

          No rights or obligations arise for the principal as a result of the commission agent’s relations with third parties.
However, the principal may directly ask a third party to hand over an item or to fulfil an obligation which the commission agent
has transacted for them, if the commission agent cannot do so themselves due to circumstances concerning their person.

                                                                 Section 582
            The principal may demand fulfilment of a third party’s obligation from the commission agent, without such party having
fulfilled their obligation towards the commission agent, only if the commission agent has undertaken this obligation in writing or if
they have breached the principal’s instructions concerning a party with which the respective contract was to be concluded on
behalf of the principal. In this case, the provisions on guaranties shall apply as appropriate.

                                                                 Section 583

           (1) The ownership right to movable assets entrusted to the commission agent for sale is held by the principal until the
right to them is transferred to a third party. The ownership right to movable assets acquired for the principal by the commission
agent is transferred to the principal at the moment when such movable assets are handed over to the commission agent.

          (2) The commission agent is liable for damage caused to the items mentioned in Subsection 1 in accordance with the
provisions of a contract on storage.

                                                                 Section 584

             (1) After arranging a matter, the commission agent must submit a report on the result to the principal and compile the
final billing.

            (2) In their report, the commission agent must state the name of the party with which the contract was concluded. If
they fail to do so, the principal may claim fulfilment of the obligations arising from this contract from the commission agent.

                                                                 Section 585

         The commission agent must transfer rights acquired by arranging matters to the principal without undue delay and
hand over everything they have acquired as a result, and the principal is obliged to take it over.

                                                                 Section 586

          If the party with which the commission agent concluded a contract whilst arranging matters breaches their obligations,
the commission agent is obliged to demand fulfilment of these obligations on behalf of the principal or, if the principal agrees, to
assign the receivables arising from these obligations to the principal.

                                                                 Section 587

          (1) If the value of commission was not agreed, the commission agent is entitled to commission corresponding to their
performed activities and the achieved results, taking into account the customary commission for similar activities at the time the
contract was concluded.

         (2) The commission agent is entitled to the payment of commission as soon as they meet the obligations stipulated in
Section 584 through 586.

                                                                 Section 588

           In addition to paying commission, the principal is obliged to compensate the commission agent for all necessary and
efficiently incurred expenses related to the fulfilment of their obligations on behalf of the principal. In case of doubt, it is
presumed that the commission also includes compensation for such expenses.

                                                                 Section 589

          The provisions of Section 574 and 575 shall similarly apply to a commission agent’s contract.

                                                                 Section 590

        If the subject of a commission agent’s obligation is an activity of an ongoing nature, the provisions on contracts on
commercial representation shall also apply as appropriate to the relation between the principal and the commission agent.

                                                                Division XII

                                                            Inspection Contract

                                                                 Section 591

                                                              Basic Provisions

           Under an inspection contract, the inspector undertakes impartially to inspect the condition of a certain item, or to
certify the results of a certain activity, and to issue a certificate of inspection to this effect, and the client requiring such
inspection undertakes to pay the inspector a fee.

                                                                 Section 592

          (1) The inspector is obliged to conduct their inspection impartially and to describe the condition of the item as
ascertained in a certificate of inspection.

          (2) Any provisions of a contract stipulating the inspector’s obligations which could influence the impartiality of the
inspection or the accuracy of the inspection certificate are invalid.

                                                                    Section 593

          The inspector must conduct the inspection with due care, taking into account the specified method of inspection and
the place, time and scope of the inspection, as well as the condition in which the subject of inspection is found at the time of
inspection.

                                                                    Section 594

         (1) The inspector is obliged to conduct the inspection in the scope and manner specified in the contract, or else in the
scope and manner customary for similar inspections.

          (2) Unless it follows otherwise from the contract, it is assumed that inspection shall be carried out without undue delay
at the place where the subject of inspection is located. If this location is not indicated in the contract, the client must punctually
inform the inspector of the place and time where inspection is to take place.

                                                                    Section 595

           (1) The inspector is entitled to a fee after fulfilling their obligation to conduct the inspection and issuing a certificate.

         (2) If the value of the fee has not been agreed, the client shall pay the inspector the fee which was customary at the
time when the contract was concluded, taking into account the subject, scope, method and place of the inspection.

        (3) In addition to the fee, the client must also compensate the inspector for necessary and efficiently incurred
expenses arising from conducting the inspection, unless it follows from the nature thereof that they are included in the fee.

                                                                    Section 596

          The client must cooperate with the inspector to the extent required for conducting the inspection; in particular, the
client must provide the inspector with necessary access to the subject of the inspection.

                                                                    Section 597

           Performance of the inspection does not affect the legal relation between the client and other parties, particularly
parties for which the subject of inspection is designated, or those who provided it.

                                                                    Section 598

          If the inspector has not conducted the inspection properly, they are not entitled to claims under Section 595, and the
client may withdraw from the contract upon expiry of the term set for the inspection.

                                                                    Section 599

          The inspector is obliged to compensate the client for damage incurred by breach of their obligation to conduct a
proper inspection only insofar as such damage cannot be compensated by application of the client’s claim towards the party that
rendered the defective performance which is the subject of inspection. However, the client may not demand compensation for
what they failed to notify or demand in time from the party liable for the defective performance of the subject of the inspection, or
for what the client cannot demand with respect to an agreement concluded with this party which excludes such claims after the
performance of inspection.

                                                                    Section 600

           If the inspector is obliged to compensate the client for the damage under Section 599, the client’s claims against the
third party liable for the defective performance which was the subject of the inspection shall be transferred to the inspector upon
payment of compensation for such damage, as though these claims had been assigned to them.

                                                                   Division XIII

                                                               Forwarding Contract

                                                                    Section 601

                                                                 Basic Provisions

          (1) Under a forwarding contract, the forwarding agent undertakes in their own name to arrange transportation of goods
for the sender at the sender’s expense from one designated place to another designated place, and the sender undertakes to
pay the forwarding agent a fee.

           (2) The forwarding agent is entitled to demand that they are given a written forwarding order, if the contract is not in
writing.

                                                                    Section 602

           (1) Within the framework of the contract, the forwarding agent is obliged to fulfil the instructions of the sender. The
forwarding agent is obliged to inform the sender of any obvious deficiencies in the latter’s instructions. If the forwarding agent
does not receive the necessary instructions from the sender, they must ask the sender for them. However, if there is a risk of
delay, the forwarding agent is obliged to proceed even without such instructions, so as best to protect to the sender’s interests
insofar as they are known to the forwarding agent.

           (2) If the contract stipulates that, prior to issuing the consignment or documents facilitating disposal of the
consignment, the forwarding agent shall collect a certain amount of money from the consignee or perform some other act of
collection, the provisions on documentary collection through a bank (Section 697 et seq.) shall apply as appropriate.

                                                                 Section 603

           (1) In performing their obligation, the forwarding agent is obliged to proceed with due care in deciding which mode and
conditions of transportation best serve the sender’s interests, as determined by the contract and the forwarding agent’s
instructions or which are otherwise known to them.

           (2) The forwarding agent is liable for damage caused to a received consignment while arranging for transportation,
unless it could not be averted despite exercising due care.

          (3) The forwarding agent is obliged to have the consignment insured only if stipulated by the contract.

                                                                 Section 604

          The sender must provide the forwarding agent with correct data about the contents of the consignment and its nature,
as well as with other information required for conclusion of a contract of carriage; the sender is liable for any damage incurred
by the forwarding agent due to a breach of this obligation.

                                                                 Section 605

          (1) Unless it is contrary to the contract or prohibited by the sender prior to the commencement of transportation, the
forwarding agent may themselves perform the transportation which they are to arrange.

          (2) If the forwarding agent uses another forwarding agent (intermediary forwarding agent) to arrange transportation,
they bear the same liability as if they arranged the transportation themselves.

                                                                 Section 606

         (1) The forwarding agent is obliged to inform the sender of any damage threatening the consignment or of any
damage caused to the consignment as soon as they learn of it; otherwise they are liable for any damage thus incurred by the
sender as a result of their failure to meet this obligation.

           (2) If there is an imminent danger of substantial damage to the consignment and there is no time to ask the sender for
instructions, or if the sender delays in providing such instructions, the forwarding agent may sell the consignment in an
appropriate manner at the sender’s expense.

                                                                 Section 607

          (1) The forwarding agent is entitled to an agreed fee or, if such fee has not been agreed, the fee which was customary
at the time of concluding the contract for arranging similar transportation. Additionally, the forwarding agent is entitled to
compensation of the necessary and reasonable expenses which they incurred for the purpose of fulfilling their obligation.
Furthermore, the forwarding agent is entitled to the compensation of other costs which were efficiently incurred in fulfilling their
obligation.

           (2) The sender must provide the forwarding agent with a reasonable advance to cover expenses relating to fulfilment
of their obligation, and must do so prior to commencement of the forwarding agent’s fulfilment.

           (3) The sender is obliged to pay the forwarding agent their fee and the expenses they incurred without undue delay
after the forwarding agent has arranged transportation of the consignment by concluding the necessary contracts with carriers
or intermediary forwarding agents, and has informed the sender accordingly.

                                                                 Section 608

          In order to secure their claims towards the sender, the forwarding agent has a lien on the consignment while it is held
by them or by somebody else on their behalf, or while the forwarding agent possesses documents which entitle them to dispose
of the consignment.

                                                                 Section 609

          The provisions on a commission agent’s agreement shall apply in a subsidiary manner to the forwarding contract.

                                                               Division XIV

                                                      Contract on Carriage of Goods

                                                                 Section 610
                                                                 Basic Provisions

          Under a contract on the carriage of goods, the carrier undertakes to carry the goods (consignment) from a designated
place (place of shipment) to another designated place (destination), and the consignor undertakes to pay them remuneration
(carriage charge).

                                                                    Section 611

        (1) The carrier is entitled to demand confirmation of the required transportation from the consignor in a consignment
document and the consignor is entitled to demand from the carrier written confirmation of receipt of the consignment.

         (2) If special documents are required for carriage, the consignor must hand them over to the carrier no later than when
handing over the consignment for carriage. The consignor is liable for damage incurred by the carrier through failure to hand
over such documents or by the inaccuracy thereof.

          (3) Unless it follows otherwise from the contract, the contract shall expire if the consignor has not asked the carrier to
take over the consignment within the deadline set in the contract, or else within six months from conclusion of the contract.

                                                                    Section 612

          (1) Under the terms of the contract, the carrier may be obliged to issue a bill of lading to the consignor on takeover of
the consignment.

           (2) The bill of lading is a negotiable instrument to which is attached the right to demand delivery of the consignment in
accordance with the contents of the document. The carrier is obliged to issue the consignment to the party entitled under the bill
of lading, if such party presents the bill of lading and confirms receipt of the consignment therein.

                                                                    Section 613

          (1) A bill of lading can be made out to the bearer or registered in the name of a certain party or to their order.

            (2) The rights from a bill of lading made out to a bearer are assigned on delivery of the bill of lading to the party who is
to acquire such rights. The rights bound to a bill of lading registered in somebody’s name may be assigned to another party
according to the provisions on the assignment of receivables. The rights bound to a bill of lading issued to the order of an
entitled party may be assigned by a special or blank endorsement. If the bill of lading does not state to whose order it was made
out, it is presumed that it was issued to the order of the consignor.

                                                                    Section 614

          (1) The carrier is obliged to state the following in the bill of lading:

a) the business name or designation and registered office of the legal entity or name and place of business or residential
address of the natural person who is the carrier;

b) the business name or designation and registered office of the legal entity, or name and place of business or the residential
address of the natural person who is the consignor;

c) the designation of the consignment;

d) information as to whether the bill of lading was made out to a bearer or the name of the consignee, or information that it was
issued to their order;

e) the destination;

f) the place and date of issue of the bill of lading and the carrier’s signature.

        (2) If the bill of lading is issued in several copies, the number of copies must be marked on each copy. After the
consignment has been issued to the entitled party against one copy of the bill of lading, the other copies shall become invalid.

                                                                    Section 615

           The carrier is obliged to issue the consignor with a new bill of lading as a substitute for a destroyed or lost bill of
lading, stating that it is a substitute bill of lading. In the case of misuse of the original bill of lading, the consignor is obliged to
compensate damage thus incurred by the carrier.

                                                                    Section 616

          The contents of the bill of lading are decisive for claims raised by the party entitled under the bill of lading. The carrier
may object to such party by referring to the provisions of the contract concluded with the consignor only if such provisions are
included in the bill of lading, or if these provisions are expressly referred to therein. The carrier may only raise objections against
a party entitled under the bill of lading which follow from the contents of the bill of lading or from the relation between the carrier
and the entitled party. This shall not affect the provisions of Section 627.

                                                                    Section 617

          (1) The carrier is obliged to transport the consignment to the destination with due care within the agreed deadline, or
else without undue delay. In case of doubt, the deadline starts on the day following the day on which the carrier takes over the
consignment.

           (2) If the carrier knows the consignee, they are obliged to deliver the consignment to them, unless the contract
stipulates that the consignee is to collect the consignment at the destination, in which case the carrier must notify the consignee
of the arrival of the consignment.

                                                                   Section 618

           (1) Until the carrier hands over the consignment to the consignee, the consignor is entitled to require that carriage be
suspended and the consignment returned to it, or that it is disposed of in another manner; the consignor shall reimburse the
carrier for all efficiently related expenses. However, if a bill of lading was issued, the consignor may demand such action only on
the basis of the bill of lading. If the bill of lading has already been handed over to the party entitled to demand delivery of the
consignment, such instructions may be given only by that party. If several copies of the bill of lading have been issued,
presentation of all the copies is required.

          (2) If the contract stipulates that, prior to delivering the consignment, the carrier must collect a certain amount of
money from the consignee or perform a different act of collection, the provisions on documentary collection through a bank shall
apply as appropriate (Section 697 et seq.).

                                                                   Section 619

           If the consignee is specified in the contract, they acquire the rights arising from the contract when they demand
delivery of the consignment after its arrival at the destination, or upon expiry of the deadline by which it was supposed to arrive
there. From this moment, claims pertaining to damage to the consignment are also transferred to the consignee. However, the
carrier shall not hand over the consignment to the consignee if this is contrary to the instructions given to them by the consignor
under Section 618. In this case, the right to dispose of the consignment remains with the consignor. If the consignor designates
a different party to the carrier as the consignee, this party assumes the same rights from the contract as the original consignee.

                                                                   Section 620

          (1) If a bill of lading has been issued, handover of the consignment may be claimed upon presentation of the bill of
lading by the party entitled to do so according to the bill of lading. Such a party shall be:

a) under a bill of lading registered in name, the party identified therein;

b) under a bill of lading issued to order, the party to whose order the bill of lading has been made out, unless it has been
assigned by endorsement or, if the bill of lading has been so assigned, the party last named in an uninterrupted sequence of
endorsements, or the bearer, if the last endorsement is blank;

c) under a bill of lading issued to the bearer, its bearer.

          (2) If a bill of lading has been assigned by endorsement, the carrier shall be relieved of their obligation if they hand
over the consignment in good faith to the party to whom the bill of lading has been assigned by endorsement, regardless of
whether the rights from the contract were transferred to such party. The provisions on bills of exchange shall similarly apply to
endorsements.

                                                                   Section 621

          The carrier may fulfil their obligation by using the services of another carrier to perform carriage, where the carrier
shall bear the same liability as if they had performed carriage themselves.

                                                                   Section 622

         (1) The carrier is liable for damage caused to the consignment from the moment of its takeover by the carrier until its
handover to the consignee, unless the carrier could not avert the damage even when exercising due care.

          (2) However, the carrier is not liable for damage caused to the consignment if they prove that it was caused:

a) by the consignor, the consignee, or the owner of the consignment;

b) by a defect or the natural properties of the consignment, including normal loss, or

c) by defective packaging of which the carrier informed the consignor when taking over the consignment for carriage and, if a
freight bill or a bill of lading was issued, this defect in packaging was recorded therein; if the carrier failed to inform the consignor
of the defective packing, the carrier shall not be liable for damage caused to the consignment due to a defect in packing only if
the defect was undetectable when the consignment was received for carriage.

         (3) In the case of damage caused to the consignment under Subsection 2, the carrier must exercise due care to
minimise such damage.

          (4) Liability according to the previous Subsections may be extended by agreement. Any provisions in the contract
which limit the carrier’s liability as stipulated in Subsection 1 through 3 are invalid.

                                                                   Section 623
            (1) The carrier must promptly provide a report to the consignor specifying any damage caused to the consignment
prior to its delivery to the consignee. However, if the consignee has already acquired the right to delivery of the consignment,
the carrier shall submit their report to the consignee. The carrier is liable for damage incurred either by the consignor or the
consignee through breach of this obligation.

           (2) If the consignment is under imminent danger of substantial damage and there is no time to ask the consignor for
instructions, or if the consignor delays in providing such instructions, the carrier may sell the consignment in an appropriate
manner at the consignor’s expense.

                                                                Section 624

         (1) If a consignment is lost or destroyed, the carrier is obliged to pay the price of the consignment at the time when it
was received by the carrier.

        (2) If the consignment is damaged or devalued, the carrier is obliged to pay the difference between the price of the
consignment when it was received by the carrier and the actual price of the damaged or impaired consignment.

                                                                Section 625

         (1) The carrier is entitled to the agreed remuneration; if no remuneration has been agreed, they are entitled to the
customary remuneration at the time of concluding the contract, taking into account the contents of the carrier’s obligation.

          (2) The carrier is entitled to payment of a carriage charge after completing carriage of the consignment to the
destination, unless the contract specifies a different time as decisive.

           (3) If the carrier cannot complete carriage of the consignment due to circumstances for which they are not liable, they
are entitled to a proportionate part of the carriage charge, taking into account the carriage already completed.

                                                                Section 626

            The consignor must provide the carrier with correct information about the contents and nature of the consignment, and
is liable for any damage caused to the carrier by breach of this obligation.

                                                                Section 627

         Upon receipt of the consignment, the consignee assumes liability for payment of the carrier’s receivables towards the
consignor from the contract concerning carriage of the received consignment, provided that the consignee knew or should have
known of such receivables.

                                                                Section 628

          (1) In order to secure their claims arising from the contract, the carrier has a lien on the consignment as long as they
have the right to dispose of it.

           (2) If the consignment is encumbered by several liens, the carrier’s lien shall take precedence over previous liens, and
the carrier’s lien shall take precedence over the lien of the forwarding agent.

                                                                Section 629

            Implementing regulations may govern carriage by rail, air, road, inland waterways and sea differently as concerns the
establishment of the contract, transport documents, exclusion of items from transport, receipt of consignments by carriers and
their delivery to the consignees, and the scope of claims against carriers and their application; however, such regulation must
not limit the carrier’s liability for damages to the consignment stipulated in Section 622 and 624.

                                                               Division XV

                                             Lease Contract for a Means of Transportation

                                                                Section 630

                                                             Basic Provisions

           (1) Under a lease contract for a means of transportation, the lessor undertakes to make the means of transportation
available to the lessee for temporary use and the lessee undertakes to pay a rent to the lessor.

          (2) The contract must be in writing.

                                                                Section 631

          (1) The lessor must provide the lessee with the means of transportation together with the necessary documents at the
time set out in the contract, or else without undue delay following the conclusion of the contract. The means of transportation
must be in working order and suitable for the use specified in the contract, or else for the use which such means of
transportation usually serves.

          (2) The lessor is liable for any damage incurred by the lessee if the leased means of transportation is not suitable for
the purpose defined in Subsection 1. The lessor is relieved of this liability if they prove that despite exercising due care, they
were unable to detect or anticipate the unsuitability of the means of transportation prior to its being taken over by the lessee.

                                                                  Section 632

         (1) The lessee is entitled to use the hired means of transportation for the purposes referred to in Section 631
Subsection 1.

          (2) Unless the contract stipulates otherwise, the lessee may not allow a third party use of the hired means of
transportation.

           (3) The lessee is obliged to ensure that the hired means of transportation does not suffer any damage. The lessor is
liable for damage, unless the damage is caused by the lessee or by parties to whom the lessee made the hired means of
transportation available. The lessee must insure the hired means of transportation only if specified by the contract.

         (4) The lessor’s right to compensation of damage to the leased means of transportation expires if the lessor fails to
claim such damages from the lessee within six months of the day the lessee returned the hired means of transportation.

                                                                  Section 633

         (1) The lessee is obliged to maintain the hired means of transportation at the expense of the lessor in the condition in
which they took it over from the lessor, taking into account normal wear and tear.

          (2) The lessee must inform the lessor without undue delay of the need for any repairs which the lessee is obliged to
carry out under Subsection 1. If the lessee fails to meet this obligation, they lose the right to compensation of the repair
expenses; however, they may claim the amount by which the lessor has become enriched as a result of such repairs.

          (3) The lessee must apply their claim to compensation of expenses under Subsection 1 to the lessor no later than
three months after payment of such expenses; if the lessee fails to do so, their right may not be recognized in court proceedings
should the lessor rightfully object that the right was not exercised in time.

                                                                  Section 634

           (1) The lessee must pay the lessor the rent in the agreed amount or the rent customary at the time of concluding the
contract, taking into account the nature of the hired means of transportation and the determined manner of its use.

           (2) Unless the contract stipulates otherwise, the lessee is obliged to pay the rent at the end of the period during which
they used the hired means of transportation. However, if the contract was concluded for a period of more than three months, the
rent is payable at the end of each calendar month in which the means of transportation is used.

                                                                  Section 635

          (1) The lessee is not obliged to pay rent for the period when they were unable to use the hired means of transportation
as a result of its unsuitability or because it needed repair, unless the inability to use the means of transportation was caused by
the lessee or a third party whose access to the means of transportation was facilitated by the lessee.

          (2) If the lessee fails to inform the lessor of the impossibility of using the hired means of transportation without undue
delay, the lessee’s obligation to pay rent remains valid.

                                                                  Section 636

         (1) The right to use the hired means of transportation expires upon the passing of the term for which the contract was
concluded, or upon destruction of the hired means of transportation..

          (2) A lease contract for a means of transportation which is concluded for an indefinite term may be terminated by
notice of withdrawal.

            (3) The notice of withdrawal takes effect after 30 days, unless the contract provides for a different withdrawal period or
if the notice stipulates a later date. The contract may also specify that it can be terminated upon delivery of the notice.

                                                                  Section 637

         Upon expiry of the right to use a means of transportation, the lessee must return the means of transportation to the
place where they took it over, unless the contract provides otherwise.

                                                                Division XVI

                                            Contract on Operating a Means of Transportation

                                                                  Section 638

                                                              Basic Provisions

           (1) Under a contract on operating a means of transportation, the operator undertakes to transport cargo identified by
the client ordering the operation of the means of transportation, and for this purpose to undertake one or more trips with the
means of transportation as agreed in advance or to undertake trips within an agreed period according to the client’s instructions,
and the client undertakes to pay remuneration.

          (2) The contract must be in writing.

                                                                  Section 639

          (1) The operator must ensure that the means of transportation are suitable for the trips which are the subject of the
contract, and usable for the transportation specified in the contract. The provisions of Section 631 shall similarly apply to the
operator’s liability.

          (2) The operator must provide a trained crew, fuel and any other items as necessary to undertake the agreed trips.

                                                                  Section 640

          The client may assign their right to demand the agreed operation of the means of transportation to another party.

                                                                  Section 641

          If under the contract the cargo in question is accepted for carriage by the operator of a ship, the provisions on a
contract of carriage shall apply as appropriate to the rights and obligations of the parties, provided this is permitted by the nature
of the contract on operation of a means of transportation.

                                                                Division XVII

                                                             Brokerage Contract

                                                                  Section 642

                                                               Basic Provisions

         Under a brokerage contract, the broker (intermediary) undertakes to engage in activities aimed at providing the client
with the opportunity to conclude a certain contract with a third party, and the client undertakes to pay the broker a fee
(commission).

                                                                  Section 643

           The broker (intermediary) must advise the client without undue delay of any circumstances which are important for the
latter’s decision on conclusion of the brokered contract, and the client is obliged to advice the broker of all facts which are of
decisive importance for conclusion of such contract.

                                                                  Section 644

          The broker is entitled to a commission upon conclusion of the contract which is the object of their brokering activities.

                                                                  Section 645

          If it follows from the contract that the broker is only obliged to obtain opportunities for the client to conclude a contract
with a particular content with a third party, the broker is entitled to commission upon obtaining such opportunities.

                                                                  Section 646

           If, under a brokerage contract, the broker becomes entitled to commission only after the third party has fulfilled the
obligation arising from the brokered contract, the broker shall also become entitled to this claim when the third party’s obligation
towards the client has expired, or fulfilment of the third party’s obligation has been deferred for reasons attributable to the client.
If the basis for determining the value of commission is the scope of fulfilment of the obligation by the third party, this basis shall
also include fulfilment not rendered for reasons on the part of the client.

                                                                  Section 647

          (1) The broker is entitled to the agreed commission or to the commission customary for brokering comparable
contracts at the time of concluding the brokerage contract. However, the broker is not entitled to commission if the contract with
a third party was concluded without their assistance, or if they also acted as broker for the party with which the brokered
contract was concluded, contrary to the terms of the brokerage contract.

         (2) The broker is entitled to compensation of costs related to brokerage, in addition to commission, only if expressly
agreed, and in case of doubt only if they are entitled to the commission.

                                                                  Section 648

        The broker is obliged to keep the documents which they acquired in relation to their brokerage activity as long as such
documents may be important to protect the interests of the client.

                                                                  Section 649
          (1) The broker is not liable for the fulfilment of obligations by third parties with which they brokered the conclusion of a
contract; however, the broker may not propose to the client the conclusion of a contract with a party about which they know or
should know that there are justified doubts as to whether such party shall duly and punctually fulfil their obligations arising from
the brokered contract.

           (2) If requested by the client, the broker must provide them with the information required to assess the credibility of a
party with which the broker proposes conclusion of a contract.

                                                                  Section 650

           The brokerage contract expires if the contract which is the subject of the brokering activities is not concluded within
the deadline specified in the brokerage contract. If no deadline has been specified, either party may terminate the contract by
notifying the other party.

                                                                  Section 651

          The broker’s right to a commission is not impeded by the fact that conclusion of the contract with a third party (Section
644) or fulfilment of the third party’s obligation (Section 646) to which their brokerage activities pertained took place only after
the expiry of the brokerage contract.

                                                                Division XVIII

                                                 Contract on Commercial Representation

                                                                  Section 652

                                                               Heading Omitted

           (1) Under a contract on commercial representation, the business representative as an independent entrepreneur
undertakes to engage in long-term activity on behalf of the principal, aimed at the conclusion of specified contracts (hereinafter
referred to as “commercial transactions”) or negotiation and conclusion of transactions in the name of the principal and at the
principal’s expense.

          (2) A business representative cannot be:

a) a person who as a body may bind a legal entity,

b) a shareholder or member who under the law is authorised to bind the other partners or members, or

c) a liquidator or insolvency trustee.

          (3) The provisions on commercial representation shall not apply to:

a) a business representative whose activity is not paid, or

b) parties operating on the European regulated market or foreign market similar to a regulated market or in the Czech or foreign
multilateral trade system or commodity market.

          (4) The contract on commercial representation must be in writing.

                                                                  Section 653

           In the specified territory, the business representative is obliged to pursue the commercial activity which is the subject
of their obligation with due care. If the territory is not defined in the contract, it is deemed that the business representative shall
pursue their activity in the territory of the Czech Republic.

                                                                  Section 654

        (1) The subject of the obligation undertaken by the business representative is to find parties interested in concluding
the commercial transactions specified in the contract.

          (2) If the contract provides that the business representative shall perform legal acts in the name of the principal, the
rights and obligations relating thereto shall be governed by the provisions on a mandate agreement.

          (3) Without being granted a power of attorney, the business representative may not conclude commercial
transactions, receive performance or undertake other legal acts in the name of the principal.

                                                                  Section 655

          (1) The business representative shall carry out the activity which they have undertaken fairly, exercising due care and
acting in good faith, and shall respect the principal’s interests, act in compliance with their authorisation and the principal’s
reasonable instructions and advise the principal of all necessary information at their disposal.

          (2) The business representative must inform the principal of trends on the market and all circumstances which are
important for the principal’s interests, in particular for decisions concerning the conclusion of transactions.
          (3) If the contract allows the business representative to conclude commercial transactions in the name of the principal,
the business representative must conclude them only on such business terms as defined by the principal, unless the principal
agrees to another procedure.

         (4) If the business representative is unable to perform their activity, they must inform the principal accordingly without
undue delay.

                                                                 Section 655a

          (1)The principal is obliged to act fairly and in good faith in relation to their business representative. In particular, they
shall:

a) provide the business representative with the necessary documentation relating to the subject of commercial transactions, and

b) supply the business representative with the necessary information relating to the performance of obligations under the
contract on commercial representation, in particular inform the business representative within a reasonable deadline of any
expected substantial reduction of activity in comparison with what the business representative could reasonably expect.

            (2) The principal shall inform the business representative within a reasonable deadline if they have accepted, rejected
or failed to fulfil a transaction procured by the business representative.

                                                                  Section 656

           Within the framework of their obligation, the business representative is obliged to assist in the implementation of
concluded commercial transactions according to the principal’s instructions and in the principal’s interest insofar as such
instructions and interest are or should be known to the business representative, particularly when resolving discrepancies
arising from the concluded commercial transactions.

                                                                  Section 657

          During their activities, the business representative must not disclose information acquired from the principal to other
parties without the principal’s consent or use such information for their own benefit or for the benefit of other parties if this is
contrary to the interests of the principal. This obligation remains intact even after termination of the contract on commercial
representation.

                                                                  Section 658

        (1) Unless stipulated otherwise in this division, the provisions on a brokerage contract shall apply to the contract on
commercial representation.

           (2) The business representative is liable for the fulfilment of obligations by a third party with which they proposed that
the principal conclude a commercial transaction, or with which they have concluded a commercial transaction in the name of the
principal, only if they have undertaken to bear such liability in writing and if they receive extra remuneration for underwriting
such guarantee. In such case, their rights and obligations are governed by the provisions on guaranty.

                                                                  Section 659

         (1) The business representative is entitled to the agreed commission, or else to the commission corresponding to
customary practice at the place of activity with respect to the type of goods which the contract on commercial representation
concerns. Where there is no customary practice, the business representative is entitled to a reasonable commission, taking into
account all the circumstances of the concluded transaction. Each partial remuneration, which changes according to the number
and value of individual transactions, shall be deemed a part of the commission.

            (2) The business representative is entitled to compensation of their activity-related costs in addition to the commission
only if this was agreed and it does not follow from the contract otherwise, and only if they are entitled to commission from the
commercial transaction from which the costs were accrued.

         (3) The business representative is not entitled to commission or compensation of expenses if they acted as business
representative or broker for the party with which the principal concluded the commercial transaction.

                                                                 Section 659a

          (1) A business representative is entitled to a commission for actions performed during the period of their contractual
obligation:

a) if the commercial transaction was concluded because of their activity, or

b) if the commercial transaction was concluded with a third party that they acquired as a customer for the purpose of concluding
commercial transactions of this type prior to the effectiveness of their contract on commercial representation.

           (2) During the period covered by their contractual obligation, the business representative is entitled to a commission
also when exclusive commercial representation has been agreed for a specific territory or group of persons and if the
commercial transaction or activity targeted in this way was performed with a customer belonging to this territory or group, unless
it is a case set out under Section 659 Subsection 3.
                                                                     Section 659b

          A business representative is also entitled to a commission for acts performed after termination of the contract:

a) if the action is mainly attributable to the activities of the business representative, provided the transaction was concluded
within a reasonable period after termination of the contract, or

b) if, in accordance with the conditions under Section 659a, a third party’s order reached the principal or the business
representative before termination of the contract.

                                                                     Section 659c

          The business representative is not entitled to the commission under Section 659a if the commission is payable to the
previous business representative under Section 659b, unless the circumstances make it equitable for the commission to be
divided between these two business representatives.

                                                                     Section 660

          (1) Unless an agreement was concluded under Section 661, the right to commission arises when:

a) the principal has fulfilled the obligation from the contract;

b) the principal was obliged to fulfil the obligation based on a contract concluded with a third party, or

c) the third party has fulfilled the obligation from the contract.

          (2) The right to commission arises at the latest when the third party has fulfilled their part of the obligation or was
obliged to do so, provided the principal had executed their part. However, if such third party is to fulfil their obligation only after
the passing of more than six months from the day when the commercial transaction was concluded, the business representative
shall be entitled to commission after conclusion of the commercial transaction.

          (3) The commission shall become payable at latest on the last day of the month following the quarter in which the right
to such commission arose.

         (4) Divergence from the provisions of Subsection 2 and 3 may be agreed only in favour of the business
representative.

          (5) If the basis for determining the commission depends on the scope of fulfilment of obligations by a third party, this
basis shall also include fulfilment not rendered for reasons for which the principal is liable.

                                                                     Section 661

           If it follows from the contract that the business representative is only obliged to provide the opportunity for their
principal to conclude a commercial transaction with certain contents with a third party, the business representative is entitled to
commission upon providing such opportunity to the principal.

                                                                     Section 662

            (1) The right to commission expires if it is obvious that the transaction between the principal and third party shall not
be fulfilled and non-fulfilment is not the consequence of circumstances attributable to the principal, unless the contract stipulates
otherwise.

        (2) Any commission which the business representative has already received shall be refunded if the right to
commission expires under the preceding subsection.

          (3) Divergence from the provisions of Subsection 1 may be agreed only in favour of the business representative.

                                                                     Section 662a

          (1) The principal shall hand over to the business representative a report on the owed commission at latest on the last
day of the month following the quarter for which it is due. This report shall contain the main components based on which the
commission was calculated.

           (2) The business representative is authorised to demand the provision of all data, in particular a statement from the
accounting ledgers which the principal has at their disposal and which the business representatives needs in order to verify the
value of the commission to which they are entitled.

         (3) Divergence from the provisions of Subsection 1 and 2 is possible by agreement only in favour of the business
representative.

                                                                     Section 663

          (1) The principal shall provide their business representative with all the documents and aids necessary for fulfilment of
the representative’s obligations.

          (2) The documents and aids referred to in Subsection 1 shall remain the property of the principal, and the business
representative must return them upon termination of the contract, unless given their nature they were used up by the
representative when fulfilling their obligations.

           (3) The business representative is obliged to keep any documents acquired in connection with their activity on behalf
of the principal for as long as such documents may be important for protecting the principal’s interests.

                                                                  Section 664

                                                Non-exclusive Commercial Representation

          Unless it follows otherwise from the contract, the principal may also authorise other parties to engage in the
commercial representation which has been agreed with the business representative, and the business representative may
conduct the activities which they have undertaken for the principal also for other parties, or conclude commercial transactions
which are the subject of commercial representation to their own account or to another party’s account.

                                                  Exclusive Commercial Representation

                                                                  Section 665

          If exclusive commercial representation has been agreed, the principal is obliged not to use another representative for
commercial transactions within the specified territory and for the specified range of transactions, and the business
representative is not authorised to perform commercial representation in such scope for third parties or conclude transactions
on their own behalf or on the behalf of a third party.

                                                                  Section 666

          The principal is entitled to conclude transactions to which exclusive commercial representation relates without
cooperation from their exclusive representative, but they must pay them the commission for such commercial transactions as
though the exclusive representative had assisted in concluding them (Section 659a Subsection 2), unless the contract provides
otherwise.

                                                Termination of Commercial Representation

                                                                  Section 667

          The obligation of the business representative expires upon the passing of the term for which the contract was
concluded. If the parties continue to abide by the terms of the contract after the passing of this term, the contract shall change to
a contract concluded for an indefinite term.

                                                                  Section 668

          (1) A contract is concluded for an indefinite term if the contract so stipulates or if it does not contain any provisions on
the term for which it was concluded, or unless limitation of the term follows from the purpose of the contract.

          (2) A contract concluded for an indefinite term may be terminated by the withdrawal of either party.

           (3) The withdrawal period is one month for the first year, two months for the second year and three months for the
third and subsequent years of the contract. The parties may not agree on a shorter withdrawal period.

          (4) If the contractual parties agree on longer withdrawal periods than those under Subsection 3, the withdrawal period
to which the principal is bound may not be shorter than that which must be fulfilled by the business representative.

          (5) Unless the parties have agreed otherwise, the withdrawal period must end at the end of a calendar month.

          (6) The preceding Subsections shall also apply to contracts concluded for a definite term which were converted to a
contract for an indefinite term under Section 667, whereby the withdrawal period shall also take into account the duration of the
contractual relations for a definite term before their conversion to a contract for an indefinite term.

                                                                  Section 669

                                                          Right to Indemnification

          (1) The business representative is entitled to indemnification after termination of the contract if

a) the business representative acquired new customers for the principal or significantly increased the volume of business with
existing customers, and the principal continues to derive substantial benefits from business with such customers, and

b) the payment of this indemnification is equitable with respect to all the circumstances, in particular the commission to be lost
by the business representative and which follows from the commercial transactions performed with these customers; these
circumstances also include the application or non-application of a competition clause in the meaning of Section 672a.

          (2) The value of indemnification must not exceed the representative’s annual commission calculated from the annual
average remuneration over the past five years; if their contract was effective for less than five years, indemnification shall be
calculated from the average of the entire contractual period.

          (3) The granting of such indemnification shall not prevent the business representative from claiming compensation of
damage.

         (4) The right to indemnification shall also arise if termination of the contract was due to the death of the business
representative.

           (5) The business representative shall lose their right to indemnification under Subsection 1 if they fail to notify the
principal within one year from termination of the contract that they exercise their rights.

         (6) The parties cannot agree to diverge from the preceding Subsections to the detriment of the business
representative before the passing of the agreed validity term of the contract.

                                                                 Section 669a

          (1) The right to indemnification under Section 669 shall not arise:

a) if the principal has terminated the contract because of breach of a contractual obligation by the business representative
entitling the principal to withdraw from the contract,

b) if the business representative has terminated the contract, unless such termination is justified by circumstances on the part of
the principal or if the continuation of their activities cannot reasonably be required on grounds of the age, disability or illness of
the business representative, or

c) if, based on an agreement with the principal, the business representative assigns their rights and obligations under the
contract on commercial representation to a third party.

          (2) The parties may not agree to diverge from the provisions of the preceding Subsection to the detriment of the
business representative before the expiry of the agreed validity term of the contract.

                                                                  Section 670

           If exclusive representation was agreed for a definite term, either party may resign from the contract in the manner
stipulated in Section 668 Subsection 3, provided the volume of transactions in the last 12 months did not reach the amount set
out in the contract, or the volume proportionate to sales opportunities.

                                                                  Section 671

                                                                   Repealed


                                                                  Section 672

         (1) If the principal uses a different business representative after having concluded an exclusive commercial
representation contract, the exclusive business representative is entitled to withdraw from the contract.

           (2) If the business representative performs the activity which is the subject of their obligation to the principal for third
parties after having concluded an exclusive representation contract, the principal is entitled to withdraw from the contract.

                                                                 Section 672a

                                                             Competition Clause

          (1) A contract on commercial representation may include a written agreement that the business representative must
not conduct the activity which was the subject of commercial representation, or a different activity which would be competitive
with respect to the principal’s entrepreneurial activity, for a stipulated period from termination of the contract (but at most 2
years), within a stipulated territory or towards a stipulated range of parties, either on their own behalf or on behalf of a third
party.

          (2) Any competition clause contrary to the provisions of Subsection 1 shall be invalid.

         (3) In case of doubt, the court may limit or cancel a competition clause that would restrict the business representative
more than required to protect the principal.

                                                                 Division XIX

                                                      Agreement on Silent Partnership

                                                                  Section 673

                                                               Basic Provisions

           (1) Under an agreement on silent partnership, the silent partner undertakes to pay the entrepreneur a certain
contribution and participate in their entrepreneurial activity, while the entrepreneur undertakes to pay a part of the net profit
corresponding to the silent partner’s share in such entrepreneurial activity, after deducting the mandatory allocation to the
reserve fund, if the entrepreneur is obliged to create such fund. In the agreement on silent partnership, the agreed scope of the
silent partner’s participation in both profit and loss must be equal.
          (2) The contract must be in writing.

                                                                    Section 674

         (1) The contribution may be a certain amount of money, a certain item, a right or other asset which can be used in
entrepreneurial activity.

           (2) The silent partner is obliged to hand over their contribution to the entrepreneur, or make it available for use in the
latter’s entrepreneurial activity at the agreed time or without undue delay after conclusion of the contract.

            (3) Unless the contract provides otherwise, the entrepreneur becomes the owner upon takeover of the items, with the
exception of immovables. If the subject of the contribution is an immovable, the entrepreneur is entitled to its use for the
duration of the contract. If the subject of the contribution is a right and the contract does not provide otherwise, the entrepreneur
is entitled to exercise this right for the duration of the contract.

                                                                    Section 675

         The silent partner has the right to inspect the business documents and accounting records pertaining to the
entrepreneurial activity in which they are involved, and is entitled to request a copy of the financial statements.

                                                                    Section 676

         (1) The silent partner’s share in the results of the entrepreneurial activity is determined on the basis of the financial
statements.

         (2) The silent partner’s claim to a proportionate part of the profit arises within 30 days after compilation of the financial
statements. If the entrepreneur is a legal entity, this deadline starts from the day of approval of the financial statements in
accordance with its articles of association, agreement of association or the law.

          (3) In the event of subsequent losses, the silent partner is not obliged to refund the received share in profit.

                                                                    Section 677

          (1) A share in any loss shall reduce the silent partner’s contribution. The reduced contribution shall be increased from
the share in profit in subsequent years and the silent partner’s claim to a share in profit arises after the contribution attains the
original amount.

          (2) When sharing a loss from entrepreneurial activity, the silent partner is not obliged to supplement their contribution
and they share in the loss only up to the value of their contribution.

                                                                    Section 678

          (1) The rights and obligations towards third parties arising from entrepreneurial activity are borne by the entrepreneur
only.

          (2) However, the silent partner is liable for the entrepreneur’s liabilities if:

a) their name is included in the business name of the entrepreneur’s business, or

b) they have declared to the party with which the entrepreneur is negotiating a contract that they and the entrepreneur are
engaged in the entrepreneurial activity jointly.

                                                                    Section 679

          (1) The silent partner’s participation in entrepreneurial activity terminates:

a) by the passing of the term for which it was concluded,

b) by withdrawal, if the contract was not concluded for a definite term,

c) if the silent partner’s share in losses equals the value of their investment contribution,

d) by termination of the entrepreneurial activity to which the contract applies,

e) by declaration of bankruptcy on the assets of the entrepreneur or rejection of an insolvency petition on the entrepreneur’s
assets due to a lack of assets,

f) by declaration of bankruptcy on the silent partner’s assets; the provisions of Section 148 Subsection 3 shall apply as
appropriate.

           (2) Unless the contract stipulates a different withdrawal period, the contract may be terminated by withdrawal given at
least six months before the end of the calendar year.

                                                                   Section 679a
           Prior to expiry of the term set for the duration of silent partnership, cancellation of the obligations arising from a silent
partnership contract may be sought before the court for serious reasons. This shall apply also to a contract concluded for an
indefinite term.

                                                                  Section 680

         The entrepreneur shall refund the silent partner their contribution, increased or reduced by their share in the result of
entrepreneurial activity.

                                                                  Section 681

           Unless it follows otherwise from the provisions of Section 673 through 680, the silent partner has the legal status with
respect to their contribution as of a creditor with respect to a receivable, but the silent partner is not entitled to demand a return
of their contribution prior to expiry of the contract.

                                                                 Division XX

                                                                Letter of Credit

                                                                  Section 682

                                                               Basic Provisions

            (1) Under a contract on opening a letter of credit, the bank undertakes to the committer to make a payment on
demand to a certain party (beneficiary) at the expense of the committer, provided the beneficiary meets the conditions stipulated
in the letter of credit within a specified deadline, and the committer undertakes to pay the bank a fee for its services.

          (2) The contract must be in writing.

                                                                  Section 683

         (1) In accordance with the contract, the bank shall inform the beneficiary in writing that a letter of credit has been
opened in their favour and informs them of its contents. The advisory note on a letter of credit must specify the fulfilment which
the bank has undertaken, the validity of the letter of credit and the conditions to be met by the beneficiary so that they may
demand fulfilment from the bank.

          (2) The bank shall notify the beneficiary, in accordance with Subsection 1, without undue delay after concluding the
contract with the committer, unless it follows from the contract that the bank is to do so only when instructed by the committer.

          (3) The bank’s obligation towards the beneficiary arises upon the notification referred to in Subsection 1.

          (4) The committer’s obligation towards the bank arises when the letter of credit is opened.

          (5) The advisory note on a letter of credit may specify in particular the bank’s obligation to pay a specific sum or to
accept a bill of exchange.

                                                                  Section 684

           If no fee for opening a letter of credit was agreed, the committer is obliged to pay to the bank the fee which was usual
at the time of concluding the contract.

                                                   Bank’s Relationship to the Beneficiary

                                                                  Section 685

         The bank’s obligation arising from the letter of credit is independent of the legal relationship between the committer
and the beneficiary.

                                                                  Section 686

          (1) If the advisory note on a letter of credit does not specify that the letter of credit is revocable, the bank can modify it
or revoke it only with consent from the beneficiary and the committer.

           (2) If the advisory note on a letter of credit specifies that the letter of credit is revocable, the bank can modify it or
revoke it until the beneficiary meets the conditions stipulated in the advisory note on a letter of credit.

          (3) A letter of credit may be modified or revoked only in writing.

                                                                  Section 687

            (1) If an irrevocable letter of credit is confirmed by another bank on the initiative of the bank bound by such irrevocable
letter of credit, the beneficiary is entitled to demand fulfilment from the other bank as soon as this bank informs them of having
confirmed the letter of credit. The bank that requested confirmation of the letter of credit and the bank that confirms it are liable
to the beneficiary jointly and severally.
          (2) Modification or revocation of a letter of credit confirmed by another bank also requires the consent of the
confirming bank.

           (3) If the bank that confirmed a letter of credit rendered fulfilment to the beneficiary in accordance with the contents of
the letter of credit, it shall be entitled to claim this fulfilment from the bank that requested confirmation of the letter of credit.

                                                                  Section 688

        A bank that merely informs the beneficiary that another bank has opened a letter of credit in their favour is liable for
any damage arising from the inaccuracy of such information, but it does not assume the liability arising from the letter of credit.

                                                       Documentary Letter of Credit

                                                                  Section 689

            Under a documentary letter of credit, the bank is obliged to provide fulfilment to the beneficiary, provided that the
documents specified in the advisory note on the letter of credit are duly presented to the bank within the validity period of the
letter of credit.

                                                                  Section 690

         (1) The bank is obliged to examine with due care the mutual relevance of the documents presented to it and the
consistency of their contents with the conditions specified in the advisory note on the letter of credit.

         (2) The bank is liable for any damage incurred by the committer due to the loss, destruction or damage of documents
taken over from the beneficiary, unless it was unable to avert such damage despite exercising due care.

                                                                  Section 691

                                                           Other Letters of Credit

           The provisions of Section 689 and 690 shall apply as appropriate to other letters of credit under which it is possible to
seek fulfilment upon meeting conditions other than the presentation of documents.

                                                                Division XXI

                                                            Collection Agreement

                                                                  Section 692

                                                              Basic Provisions

          Under a collection agreement, a bank undertakes to arrange collection of a certain monetary receivable from a certain
debtor or to handle other acts of collection, on behalf of the committer.

                                                                  Section 693

             (1) The bank shall demand that a debtor pay a specific sum of money or execute some other act in accordance with
the contract concluded with the committer. If the debtor refuses to pay the required sum of money or perform the required legal
act, or if they fail to do so without undue delay, the bank shall immediately inform the committer accordingly.

         (2) In handling collection, the bank must proceed with due care and according to the committer’s instructions;
however, it is not liable if the collection fails to take place.

                                                                  Section 694

          The bank must hand over the collected sum of money or securities which were the object of the collection to the
committer without undue delay. The bank is liable for any damage incurred through the loss, destruction or damage of the
received documents, unless it was unable to avert such damage despite exercising due care.

                                                                  Section 695

           If, under the contract, the bank is to arrange collection through another bank specified by the committer, collection is
effected through this bank at the committer’s expense and risk.

                                                                  Section 696

           If the fee for handling the collection is not specified in the contract, the committer is obliged to pay the bank the fee
usual at the time of concluding the contract.

                                                       Documentary Bank Collection

                                                                  Section 697

          Under a contract on documentary bank collection, the bank undertakes to deliver documents to a third party conferring
the right to dispose of goods, or other documents, provided a specified sum of money is paid upon their presentation or other
act of collection is carried out.

                                                               Section 698

          The bank must take over the documents specified in the contract and handle them with due care.

                                                               Section 699

        The rights and obligations of the contractual parties are governed by the subsidiary provisions on mandate
agreements..

                                                             Division XXII

                                              Contract on Deposit of an Item with a Bank

                                                               Section 700

                                                            Basic Provisions

            Under a contract on the deposit of an item with a bank, the bank undertakes to accept a certain item (object of
deposit), with the exception of securities, in order to deposit and manage them, and the depositor undertakes to pay the bank a
fee for its services.

                                                               Section 701

          (1) The bank is obliged to take over the object of deposit and exercise due care in order to protect it from loss,
destruction, damage or devaluation.

          (2) If the value of the fee is not agreed, the bank shall be entitled to demand the fee usual at the time of concluding
the contract.

                                                               Section 702

          (1) With respect to the nature of the object of deposit, the bank must perform all acts necessary with due care to
exercise and preserve the rights arising for the depositor from the object of deposit, and to hand over without undue delay
everything it receives as a result of exercising such rights.

         (2) The depositor is obliged to provide the bank with the power of attorney required for the legal acts mentioned in
Subsection 1 and to pay the expenses incurred by the bank when performing its obligations.

                                                               Section 703

           The depositor may demand the return of the object deposited or its part at any time, and may deposit it again unless
the contract expires in the meantime. The bank shall not have the obligations under Section 701 and 702 after returning the
object of deposit until its redeposit.

                                                               Section 704

          The bank is liable for any damage incurred by the depositor due to the loss, destruction or damaging of the object of
deposit, unless the bank could not avert such damage even when exercising due care.

                                                               Section 705

           Both parties may terminate the contract with immediate effect at any time. The contract also expires if the depositor
collects all the items constituting the object of deposit and does not express their intent to continue the contract.

                                                               Section 706

           Upon termination of the contract, the bank shall return the object of deposit to the depositor and the depositor shall
take it over without undue delay and pay the outstanding fee to the bank for the term of deposit.

                                                               Section 707

          The bank has a lien on the object of deposit to secure its rights arising from the contract on deposit of securities or
other valuables for as long as the object of deposit is in its care.

                                                             Division XXIII

                                                      Current Account Agreement

                                                               Section 708

                                                            Basic Provisions
          (1) Under a current account agreement, the bank undertakes to open an account for the owner from a certain time
and in a certain currency, to accept monetary resources to the opened account, pay monetary resources from it or perform other
payment transactions to or from the account.

          (2) The current account agreement must be in writing.

          (3) Section 708 Subsection 2, Section 709 Subsection 1 and 2, Section 710 through 714 and Section 715 Subsection
1 through 3 shall not apply to the current account agreement, which is an agreement on payment services according to the law
regulating payment transactions.

                                                                Section 709

          (1) In the current account agreement, the bank shall identify the account owner by designating the business name or
designation and registered office of the owner and identification number, if allocated, in the case of a legal entity, or the name,
surname, residential address and birth registration number of the owner, or business name, place of business and identification
number, if they are a natural person.

          (2) The current account agreement may also contain:

a) the persons authorised to dispose of the monetary resources on the account and manner of disposing of them,

b) the value or manner of stipulating the value of the interest rate, the maturity period of interest which the bank shall pay from
the balance of monetary resources on the account to its owner, or a provision that interest shall not be paid,

c) the deadlines by which the bank shall notify the account owner about deposits and payments received and withdrawals and
payments made and the balance of monetary resources on the account, as well as the form of such notices,

d) the value or manner of stipulating fees and manner in which the account owner shall pay the bank these fees, or a provision
that the bank shall not require any fees. The value of fees may also be agreed by reference to the bank’s price list.

          (3) The account owner is entitled to conclude or change the current account agreement or terminate the relation
established by the current account agreement (hereinafter referred to as “disposal of the account”). A party other than the
account owner may dispose of the account only based on special power of attorney granted by the account owner, whose
signature thereon is officially verified. Official verification of the signature is not required if the power of attorney is granted
before the bank.

         (4) If the current account is opened for several parties, each of them has the position of an account owner. The co-
owners dispose of the account jointly, unless they agree with the bank in the current account agreement that one of them shall
dispose of the account. Unless stipulated otherwise by the current account agreement or decision of the court, the shares of all
the co-owners in the balance of monetary resources on the account are equal.

                                                                Section 710

          (1) The bank is obliged to accept deposits or payments to the account in the currency in which the account is opened
in favour of the account owner, and to make withdrawals or payments to the account owner or parties designated by them from
the monetary resources on the account based on the order of the account owner or entitled parties according to Subsection 2.

          (2) The monetary resources on the account may be disposed of only by persons listed in the specimen signatures
submitted by the account owner to the bank; other persons shall be entitled to dispose of such monetary resources only under
the conditions stipulated in the current account agreement. The specimen signatures must fulfil the requirements of a power of
attorney. The bank is authorised to dispose of the monetary resources on the account in the cases stipulated by law or the
current account agreement.

          (3) The bank is obliged to make payments duly and punctually if the account owner has fulfilled the requirements
stipulated by law and the current account agreement.

          (4) If the value of fees or the manner of their stipulation is not agreed in the current account agreement, the account
owner is obliged to pay the usual price at the time of service provision.

                                                                Section 711

          The current account agreement may stipulate that the bank shall perform payment orders up to a certain amount,
even if there are insufficient monetary resources on the account. If the rights and obligations of the parties during the provision
of these monetary resources are not agreed in the current account agreement, they shall be governed by the regulations
concerning loan contracts (Section 497 et seq.).

                                                                Section 712

         (1) Unless the current account agreement stipulates otherwise, the bank is obliged to notify the account owner at the
end of the calendar month of every deposit and payment received and every withdrawal and payment made in the given
calendar month, and at the end of the calendar year it is obliged to inform the account owner about the balance of monetary
resources on the account in the form of an account statement.

          (2) The bank shall prove the performance of payments to the account owner upon their request.

                                                                Section 713
           (1) The bank is obliged to deduct monetary resources from the account on the day designated by the person
authorised to dispose of the monetary resources on the account, providing this person submits an executable order to the bank
within the period agreed with the bank. If this day is not stipulated, then deduction shall occur within the deadline stipulated in
the current account agreement, and if no deadline is stipulated then at latest on the following business day after submission of
the order.

          (2) The bank is obliged to credit monetary resources in favour of the account at latest within the deadlines stipulated
by special legal regulation.

         (3) If the special legal regulation or current account agreement does not stipulate a deadline, the bank shall credit
monetary resources to the account at latest on the following business day after it acquired the right to dispose of them.

                                                                Section 714

         (1) Unless the current account agreement stipulates otherwise, the bank shall pay the account owner interest from the
balance of monetary resources on the account.

         (2) Interest from the monetary resources on the account belongs to the account owner from the day on which the
monetary resources were credited to their account under Section 713 Subsection 2 or 3, until the day before the day when the
monetary resources were withdrawn from the owner’s account or paid out to them.

           (3) The interest rate is stipulated as an annual rate. Unless the current account agreement stipulates otherwise,
interest is due at the end of each calendar month and the bank is obliged to credit the interest to the balance of monetary
resources on the account at latest within five business days from the end of the calendar month for which it is credited to the
balance of monetary resources on the account.

           (4) If the value of the interest rate or manner of its stipulation are not agreed in the current account agreement, the
interest rate shall be equal to one half of the discount rate stipulated by the Czech National Bank as of the day on which interest
is credited to the balance of monetary resources on the account.

                                                                Section 715

          (1) The current account agreement may be terminated by the account owner at any time by written notice, even if it
was concluded for a definite term. The current account agreement expires on the date of delivery of the notice of withdrawal to
the bank.

          (2) The bank may withdraw from the current account agreement at any time in writing. The current account agreement
expires with effect as of the end of the calendar month following the month in which notice of withdrawal was delivered to the
account owner.

           (3) If the bank withdraws from the current account agreement because the account owner has breached the
obligations from the current account agreement in a serious manner, the current account agreement shall expire on the day of
delivery of notice to the account owner. In this case, notice of withdrawal must be delivered via registered mail to the address
indicated in the current account agreement. If the addressee refuses to accept the notice or if the notice could not be delivered,
the effects shall occur on the day when the postal license holder returned the notice to the bank.

          (4) If the current account agreement expires, the bank shall settle all receivables and liabilities concerning the account
in accordance with the Act on Payments; in particular it shall perform payments realised via payment cards and cheques, if they
were used before the expiry date of the current account agreement; the bank is also entitled to offset its receivables with the
account owner from the current account agreement. The account owner is obliged to return the payment cards and cheque
forms issued by the bank to the bank.

           (5) Upon settlement of the receivables and liabilities concerning the account, the bank shall close the account. The
bank shall pay the balance of monetary resources on the closed account to the account owner, unless the owner gave the bank
an order to transfer it to a different account or pay it out to the persons designated thereby. The bank is authorised to offset its
receivable for payment of the transfer of the remaining monetary resources from the closed account to a different account, and
its receivable for payment of the costs related to safekeeping the balance of monetary resources, if applicable, if it could not be
paid or transferred to another account. The bank is obliged to inform the owner in writing about the day on which the account
was closed following its closing.

                                                                Section 715a

          (1) The death of the account owner does not lead to the termination of the current account agreement. The bank shall
continue performing payment transactions based on orders given by the account owner and persons authorised by him/her.

         (2) If the bank learns by credible means that the account owner has died, it shall suspend payment transactions which
the account owner ordered the bank to discontinue in the event of his/her death, from the following day.

          (3) Power of attorney granted by the account owner to dispose of monetary resources on the account shall not expire
upon his/her death, unless it follows from its content that it is to remain effective only throughout the account owner’s life.

          (4) If it is proven to the bank by credible means that an inheritance trustee has been appointed who is authorised to
manage the deceased account owner’s current account, he/she shall have the rights and obligations of the account owner and
the bank shall abide by their orders.
                                                              Division XXIV

                                                       Deposit Account Agreement

                                                                Section 716

                                                             Basic Provisions

          (1) Under a deposit account agreement, the bank undertakes to open an account for the owner from a certain time
and in a certain currency and to pay interest from the monetary resources on the account, and the account owner undertakes to
deposit monetary resources to the account and allow the bank to use them for a definite term or for an indefinite term with a
previously stipulated notice period.

          (2) The deposit account agreement must be in writing.

         (3) Section 716 Subsection 2, Section 716a, Section 717 Subsection 1 and Section 718 shall not apply to the deposit
account agreement, which is an agreement on payment services according to the law regulating payment transactions.

                                                                Section 716a

          The deposit account agreement may also contain:

a) the persons authorised to dispose of the monetary resources on the account,

b) the value or manner of stipulating the interest rate and term of interest maturity which the bank shall pay from the account
balance to the owner,

c) the deadlines by which the bank shall notify the account owner about deposits and payments received and withdrawals and
payments made and the balance of monetary resources on the account, as well as the form of this notice,

d) a provision as to whether and under what conditions the account owner may dispose of the monetary resources on the
account before the passing of the term designated in the deposit account agreement or before the passing of the notice period
(Section 717 Subsection 1).

                                                                Section 717

           (1) If the account owner disposes of the monetary resources on the account before the term designated in the deposit
account agreement, or before the passing of the notice period if this term is not designated therein, the claim to interest expires
or is reduced in the manner stipulated in the deposit account agreement. The effects of expiry or reduction of the claim to
interest concern only the interest from the amount for which the notice period was not fulfilled.

         (2) If stipulated by the deposit account agreement, the account owner is not entitled to dispose of the monetary
resources on the account before the passing of the term stipulated in Subsection 1.

         (3) The account owner may agree with the bank that the term designated in the deposit account agreement shall be
extended repeatedly.

          (4) If the deposit account agreement is concluded for an indefinite term, notice of withdrawal from a part of the deposit
is also possible.

                                                                Section 718

          (1) The bank is obliged to pay the account owner the interest agreed in the deposit account agreement. If the value of
the interest rate or manner of its stipulation are not defined in the deposit account agreement, the interest rate shall be equal to
one half of the Lombard rate stipulated by the Czech National Bank as of the day when interest is credited to the balance of the
monetary resources on the account.

          (2) If the monetary resources are deposited for a term of less than one year, the interest shall be mature after the
passing of the term for which the monetary resources are bound on the account or after the notice of withdrawal according to
Section 717 Subsection 1 comes into effect. If the deposit account agreement was not concluded for a definite term, the interest
is mature at the latest at the end of each calendar year.

           (3) If the monetary resources are deposited for a term of more than one year, the bank is obliged to pay the interest
after the passing of the calendar year upon request from the account owner.

         (4) Interest from the monetary resources on the account belongs to the account owner from the day when the
monetary resources were credited to their account until the day preceding the day when the monetary resources were
withdrawn from the owner’s account or paid out to them.

                                                                Section 719

         The bank is obliged to pay out or transfer the released monetary resources to the account owner or parties designated
by them based on the account owner’s order.

                                                                Section 719a
             The provisions of Section 715a shall similarly apply to the deposit account agreement.

                                                                  Section 719b

          Unless stipulated otherwise in the provisions of Section 716 through 719a, the provisions concerning agreements on a
current account shall apply as appropriate to the deposit account agreement.

                                                                 Division XXV

                                                              Traveller’s Cheques

                                                                   Section 720

                                                                Basic Provisions

         A traveller’s cheque is a security which entitles the person named on it to receive the amount designated on the
cheque upon its submission for payment, according to the conditions stipulated by the issuer of the cheque.

                                                                   Section 721

             The party that issued the traveller’s cheque is obliged to pay out the traveller’s cheque or arrange for its other
payment.

                                                                   Section 722

             (1) The traveller’s cheque must contain:

a) identification that it is a traveller’s cheque,

b) an order or promise to pay out a certain amount to the entitled person,

c) the business name, designation or name of the issuer, its signature or sufficient substitute for a signature.

         (2) If the traveller’s cheque contains a payment order, it must also indicate the person to whom this order is
designated.

          (3) If the traveller’s cheque does not indicate the entitled person, the cheque may be paid out to the person who
presents the cheque.

             (4) A traveller’s cheque may be issued for a currency other than the Czech currency.

                                                                   Section 723

           (1) Upon presentation of a traveller’s cheque, the paying party is authorised to request identification from the bearer
and their control signature on the traveller’s cheque.

             (2) Payment of the cheque must be confirmed on the cheque with the signature of the entitled person.

                                                                   Section 724

             The laws regulating bills and cheques shall not apply to traveller’s cheques.

                                                                Division XXVI

                                                          Promise of Indemnification

                                                                   Section 725

                                                                Basic Provisions

          (1) Under a promise of indemnification, the promising party undertakes to indemnify the recipient of the promise for
damage incurred from their certain conduct requested of them by the promising party and which the recipient of the promise is
not obliged to carry out.

             (2) The promise of indemnification must be executed in writing.

                                                                   Section 726

             (1) The promising party’s obligation is established by delivery of the written declaration of the promising party to the
recipient.

         (2) The recipient of the promise is obliged to carry out the conduct requested of them by the promising party only if
they have undertaken to do so.
                                                                   Section 727

         The promising party is obliged to compensate all costs and damage incurred by the recipient of the promise in
connection to the conduct requested of them by the promising party.

                                                                   Section 728

        The recipient of the promise is obliged to take all necessary measures at the promising party’s expense to avert
damage or limit it to the lowest necessary degree.

                                                              Chapter III

                            Special Provisions for Obligational Relations in International Trade

                                                                   Division I

                                                             Subject of Regulation

                                                                   Section 729

          The provisions of this chapter shall apply alongside the other provisions of this Act to the obligational relations
stipulated in Section 261 and 262 the establishment of which involves at least one participant that has their registered office,
place of business or residential address in the territory of a different country than the other participants, if these relations are
governed by the Czechoslovak legal code.

                                                                   Division II

                                                              General Provisions

                                                                   Section 730

                                                                     Custom


          According to Section 264, the customs generally upheld in foreign trade in the respective business sector shall be
taken into account.

                                                                   Section 731

                                                                 Official Permit

          (1) The debtor is obliged duly to request an export permit, transit permit or other official permit as required to fulfil their
obligation at the place of fulfilment.

           (2) The creditor is obliged duly to request an import permit or other official permit as required to receive fulfilment at
the stipulated place of fulfilment.

           (3) The obligation according to Subsection 1 shall arise if the permits stipulated therein are required at the time of
fulfilment, notwithstanding whether they were already required at the time of concluding the contract.

           (4) If the applicant’s request to be granted a permit is rejected with full legal force, the effects of impossibility of
fulfilment shall arise. The party that failed in applying for a permit is obliged to compensate the other party for damage incurred
by expiry of the obligation, unless the contract was concluded with a suspensive condition of granting of a permit.

          (5) Section 47 of the Civil Code shall not apply to the obligational relations regulated by this division of the Act.

                                                                   Section 732

                                                      Currency of the Monetary Liability

           (1) The debtor is obliged to fulfil their monetary liability in the currency in which the monetary liability was agreed. In
case of doubt, they are obliged to compensate any damage for which they are liable in the event of violating the agreement or
expiry of the obligation.

          (2) If the law of the country in which the debtor has their registered office, place of business or residential address, or
other governing law, prevent payment in the currency stated in Subsection 1, the debtor is obliged to compensate any damage
incurred by the creditor by payment in a different currency.

                                                                   Section 733

                                                           Conversion of Currencies

          If a monetary liability is agreed by the parties in a certain currency and the debtor, according to the contract concluded
with the creditor or according to an international treaty or other law, is to fulfil their obligation in a different currency, the median
rate between both currencies valid at the time when monetary fulfilment is provided at the place stipulated in the contract, or at
the place where the creditor has their registered office, place of business or residential address, shall be decisive for the
currency conversion.

                                                                  Section 734

                                                              Usual Price or Fee

           If this Act stipulates that the usual price or fee applies for the value of the monetary liability, the prices and fees usual
on the international market shall be taken into account.

                                                                  Section 735

                                                   Default in Fulfilling a Monetary Liability

          In the event of default in fulfilling a monetary liability, the interest on arrears shall be paid in the same currency as the
currency of the monetary liability.

                                                                  Section 736

                                                     Circumstances Eliminating Liability

         Circumstances eliminating liability do not include the failure to be granted an official permit which is to be requested
according to Section 731.

                                                                  Section 737

          (1) When applying Section 381, the value of profit usually attained in the country where the entitled person has their
registered office, place of business or residential address shall be taken into account.

          (2) When applying Section 470, the usual price which is agreed at the place where the goods are to be delivered shall
be taken into account; if there is no such price, then the usual price at a different comparable place shall be taken into account,
where the difference in transport costs shall also be acknowledged.