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K&L Rock Group / Qualified investor

Qualified investor

Act No. 240/2013 Coll.

§ 272

(1) A share in a qualified investor fund may be acquired by contract only, and in the case of a trust, by the settlor of the qualified investor fund or by one who increases the assets of the qualified investor fund by contract, as well as by a silent partner of the qualified investor fund,

a) a person referred to in Article 2a(1) of the Act regulating business on the capital market,

b) a person referred to in Article 2a(2) of the Act regulating capital market business,

c) a fund manager or comparable foreign person on behalf of an investment fund or a foreign investment fund it manages,

d) a pension company on behalf of a participating fund or a transformed fund it manages,

e) a person carrying on an activity referred to in section 2(b),

f) a legal person subordinate to a central government authority,

g) a person who, under the law regulating business on the capital market or the law of another Member State, is considered to be a professional customer in relation to investments in the qualifying fund,

h) a person who has made a declaration that he or she is aware of the risks associated with investing in that qualified investors' fund if he or she is a shareholder, founder or partner in another investment fund or foreign investment fund managed by the same manager as that fund and administered by the same administrator as that fund, and if the amount of the paid-up deposit or paid-up investment in those funds, as well as the assets managed pursuant to Article 11(1)(a) of Directive 2009/65/EC, corresponds to the amount of the investment in those funds. (1)(c), where it is managed by the same manager as that fund, in its aggregate amount of at least

1. EUR 125 000, or

2. CZK 1000000, if the manager or administrator of that qualified investor fund, or a person authorised by it, confirms in writing that, on the basis of information obtained from the investing person in a manner similar to the provision of the main investment service referred to in Section 4(2)(d) or (e) of the Capital Market Undertakings Act, it reasonably believes that the investment is consistent with the financial background, investment objectives and investment expertise and experience of the investing person; or

2.

(i) a person who has made a statement that he or she is aware of the risks associated with investing in that qualified investor fund and whose paid-up deposit or paid-up investment in that fund is at least equal to

1. EUR 125,000, or

2. CZK 1000000, if the manager or administrator of this qualified investors' fund, or a person authorised by him, confirms in writing that, on the basis of information obtained from the investing person, similarly to the provision of the main investment service referred to in Section 4(2)(d) or (e) of the Capital Market Undertakings Act, he reasonably believes that this investment corresponds to the financial background, investment objectives and investment expertise and experience of the investing person.

(2) A person referred to in paragraph (1) is a qualified investor. The restriction under paragraph (1) shall not apply to the manager of the qualified investor fund concerned and to the founder shares.

(3) If a person has acquired a share in a qualified investor fund in contravention of paragraph (1), or if a person has become a founder or silent partner of a qualified investor fund, or one who increases the assets of a qualified investor fund by contract, in contravention of paragraph (1), that shall be disregarded.

(4) The declaration referred to in paragraph (1)(h) and (i) must be made in writing and separately and not as part of the terms and conditions governing the contract between the parties.

(5) It shall be prohibited for the amount of the deposit or investment to fall below the minimum amount specified in paragraph (1)(h) or (i) as a result of the actions of the qualified investor. The possibility of a qualified investor to cease to be a qualified investor of a qualified investor fund shall not be affected.

(6) The court shall, on the application of the Czech National Bank or of a person who has a legitimate interest therein, dissolve a qualified investor fund and order its liquidation if it does not meet the prerequisite required under paragraph 1. Before making its decision, the court shall give the qualified investor fund a reasonable period of time to seek redress.

§ 273

(1) The provisions of Section 272(1) and (6) shall not apply to a qualifying investor fund which is a qualifying venture capital fund as referred to in Article 3(b) of Regulation (EU) No 345/2013 of the European Parliament and of the Council, as amended, a qualifying social entrepreneurship fund as referred to in Article 3(b) of Regulation (EU) No 346/2013 of the European Parliament and of the Council, as amended, or a European long-term investment fund.

(2) The court shall, on the application of the Czech National Bank or whoever has a legitimate interest therein, dissolve a qualified investor fund which is a qualified venture capital fund pursuant to Article 3(b) of Regulation (EU) No 346/2011 of the European Parliament and of the Council. 345/2013, as amended, and order its liquidation if its shareholder, founder, partner or silent partner and, in the case of a trust fund, also the person who increased its assets by contract, does not meet the prerequisite required under Article 6 of Regulation (EU) No 345/2013 of the European Parliament and of the Council, as amended. The court shall give the qualifying investor fund a reasonable period of time to seek redress before making a decision.

(3) The court shall, on the application of the Czech National Bank or of a person who has a legitimate interest therein, dissolve a qualifying investor fund which is a qualifying social entrepreneurship fund pursuant to Article 3(3)(a) of Directive 95/46/EC. (b) of the directly applicable regulation of the European Union governing European Social Entrepreneurship Funds and order its liquidation if its shareholder, founder, member or silent partner and, in the case of a trust fund, also the person who increased its assets by contract, does not meet the prerequisite required under Article 6 of Regulation (EU) No 346/2013 of the European Parliament and of the Council, as amended. The court shall give the qualifying investor fund a reasonable period of time to seek redress before making a decision.

(4) The court shall, on the application of the Czech National Bank or whoever has a legitimate interest therein, dissolve a qualifying investor fund which is a European long-term investment fund and order its liquidation if its shareholder, settlor, member or silent partner and, in the case of a trust, also the person who increased its assets by contract, does not meet the prerequisite required under Article 30(3) of Regulation (EU) 2015/760 of the European Parliament and of the Council. The court shall give the qualifying investor fund a reasonable period of time to seek redress before making a decision.