The High Court ruled in favor of Promet Tools and ordered an independent expert review of the key report on Tatra Trucks' business relationships

“We have long been drawing attention to the situation in which Tatra Trucks’ management is restricting the rights of our Promet Group as a qualified shareholder. It is failing to provide us with the information required by law and is acting in the interests of the other shareholder, the CSG Group. By doing so, it is harming both the rights of the Promet Group and, very likely, Tatra Trucks itself,” says Denisa Materová, CEO of the Promet Group, describing the context of the courts’ decisions.

“It is clear from the courts’ decisions that the arguments we presented in this matter were substantive. These are serious grounds for doubting the proper preparation of this report. The report would then fail to fulfill the function for which it is intended, which is to protect the creditors and shareholders of companies. The courts have thus confirmed our doubts regarding the proper preparation of the Related-Party Transactions Report and have essentially concluded that the report suffers from defects so serious that both its preparation and the company’s financial condition will need to be reviewed by an expert. “A court-ordered review of this report by an independent expert firm must now take place,” adds Denisa Materová.

The Related-Party Transactions Report serves as a tool to protect creditors and shareholders of companies. Its main purpose is to describe ownership and personnel ties, demonstrate that contracts were entered into under market conditions, and identify any potential risks or harm to the controlled company. It is prepared by the company’s statutory body and filed with the registry court’s collection of documents. If the company is subject to an audit, the report becomes part of the annual report.

The court therefore found the arguments presented by Promet Group to be well-founded, including, for example, the following:

• The report was not audited, even though this is required by law.
• The report on related-party relationships contains false information stating that both shareholders control the company in concert. Evidence of this includes, for example, a change in the supply chain for the Czech Ministry of Defense. Tatra Defence Systems, which is controlled by the second shareholder—the CSG Group—was incorporated into this supply chain. This change occurred without Promet Group being informed, and Promet Group believes it was made in violation of the law.
• The report provides an insufficient and incomplete description of the structure of relationships.
• There is a lack of information regarding the controlled entity’s autonomy in decision-making processes, which would allow for an assessment of whether the controlled entity acts independently or is entirely under the influence of the controlling entity.

There is a lack of a sufficiently specific overview of mutual agreements between Tatra, the majority shareholder, and the entities controlled by it, thereby violating the transparency rule.

The Declaration of Loss of Confidence in Tatra Trucks’ Management Was Justified

The court’s ruling also confirms that the loss of confidence in Tatra Trucks’ management, which the Promet Group announced back in July 2025, was entirely justified.

“In the current situation, it is logical that we cannot trust the information provided by Tatra’s management, which is currently favoring the other shareholder and failing to adequately inform us about developments within the company and its intentions. Furthermore, due to a decision by the majority shareholder, CSG, we have no representatives on Tatra’s statutory bodies, and as a result, we have lost control over the company’s management. We therefore cannot support major strategic decisions, including a significant increase in share capital, under these circumstances. No responsible owner would do so. We have no assurance that our funds would be managed with due diligence,” explains Denisa Materová.

Proceedings are also currently underway regarding the appointment of an expert to review the 2024 related-party report. In this case as well, the Regional Court in Ostrava upheld the Promet Group’s arguments and has provisionally ordered a review of the related-party report. “Our goal is to rectify the situation so that our group’s statutory rights as a minority shareholder are respected,” confirms Denisa Materová, CEO of Promet Group.

For more information, please contact:

Pavel Barvík
Director of Marketing and Communications, Promet Group; Spokesperson
Tel. +420 602 266 815
Email: pavel.barvik@prometgroup.eu
Website: www.prometgroup.eu

Promet Group is a family-owned company that serves as the umbrella organization for a group of more than forty companies operating in the fields of mechanical engineering, metallurgy, and engineering. These companies employ over four thousand people in the Czech Republic and abroad. The group is headquartered in Ostrava. Its plants are primarily located in Moravia, such as Tawesco in Kopřivnice. Others are in Nový Jičín, Paskov, Petřvald, and Vsetín, as well as in Úvaly near Prague and in Slavonski Brod, Croatia. The customers of the individual divisions include leading European automakers, manufacturers of material-handling and agricultural equipment, foundries, and steel mills. The group also co-owns the truck manufacturer Tatra Trucks and the Croatian manufacturer of freight railcars, Đuro Đaković.