Pursuant to Articles 16 and 17 of the Articles of Association of Banka Koper d.d., the Management Board of Banka Koper d.d. hereby convenes
29th ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
BANKA KOPER d.d.,
to be held on 31 May 2011 at 13.00 CET in the Conference Room of Banka Koper d.d., 14 Pristaniška Street, 6th floor, with the following
AGENDA:
1. Calling the Annual General Meeting of Shareholders to order, the election of the chairman of the Annual General Meeting, of the commission and two assistants to count the votes, and the presentation of the notary public.
Proposed Resolution:
The Annual General Meeting of Banka Koper d.d., Koper hereby elects the chairman of the Annual General Meeting, the commission, two vote counters, and establishes that the notary public is present to draw up the notarised minutes of the meeting.
2. The address of the president i.e. deputy of the Management Board of Banka Koper d.d.
3. The report of the verification commission of the quorum required:
Proposed Resolution:
That pursuant to the report made by the verification commission on attendance, the Annual General Meeting agree that there is the quorum required and the resolutions passed by them will be effective.
4. The statement of the Supervisory Board as to the receiving and considering the Annual Report and Accounts for the financial year 2010 and the position of the Supervisory Board with regard to the Auditor’s Report for the Financial Year 2010
Proposed Resolution:
The Annual General Meeting hereby approves the Report of the Supervisory Board on receiving and considering the Annual Report and Accounts for 2010 and give no objection to the Auditor’s Report drawn up by Ernst & Young d.o.o., Ljubljana, for the financial year 2010.
5. The Report on Internal Audit Assignments conducted at Banka Koper d.d. accompanied by the opinion of the Supervisory Board
Proposed Resolution:
The Annual General Meeting hereby accepts the Report on Internal Audit Assignments for 2010 accompanied with the opinion of the Supervisory Board.
6. The proposed appropriation of the balance-sheet profit for the financial year 2010 and the proposal to give discharge the Management Board and the Supervisory Board for the financial year 2010
Proposed Resolution:
6.1
The General Meeting of shareholders of Banka Koper d.d. adopts the proposal given by the Management Board and the Supervisory Board for the distribution of the profit available for distribution of Banka Koper d.d. for the financial year 2010, viz.:
The profit available for distribution for the financial year 2010 in the amount of 5.261.548,16 euros shall be allocated to pay the dividends. The gross dividend per share is 9,92 euros. Those shareholders of Banka Koper d.d. that are duly registered in the shareholders’' register kept by Klirinško depotna družba d.d. Ljubljana (Central securities clearing corporation) on 27 May 2011 shall be eligible to the payment of the dividend. The dividends shall be paid out by 31 July 2011 at the latest.
The remaining portion of the profit available for distribution in the amount of 355,13 euros shall be allocated to the formation of statutory reserves.
6.2
The members of the Supervisory Board, appointed as external experts, shall be paid a remuneration for their work, i.e.:
|
- Vojko Čok
|
EUR 50,000.00 net
|
|
- dr. Borut Bratina
|
EUR 20,000.00 gross
|
|
- Roberto Civalleri
|
EUR 20,000.00 gross
|
6.3
The General Meeting of Shareholders of Banka Koper d.d. hereby establishes that in 2010 Banka Koper achieved good results in the Slovenian banking system what represents a successful work of the Management Board. Each member of the Management Board shall be paid a remuneration for achieving the results in an amount that is consistent with the guidelines of the Intesa Sanpaolo Group. The Supervisory Board shall decide on the amount of the remuneration.
6.4
The General Meeting of shareholders of Banka Koper d.d. shall discharge the Management Board of Banka Koper d.d. of responsibilities for 2010.
6.5
The General Meeting of shareholders of Banka Koper d.d. shall discharge the Supervisory Board of Banka Koper d.d. of responsibilities for 2010.
7. Modifications and amendments to the Articles of Association of Banka Koper d.d.
Proposed Resolution:
The general meeting of shareholders of Banka Koper hereby approves the proposed modifications and amendments to the Articles of Association of Banka Koper d.d.
The election of the member of the Supervisory Board of Banka Koper d.d.
Proposed Resolution:
8.1
Mr. Ivan Šramko shall be appointed member of the Supervisory Board.
8.2
The term of office of the newly appointed member of the Supervisory Board shall last until the termination of the 4-year term of office of the other members of the Supervisory Board, i.e. 27 June 2013.
8.3
As member of the Supervisory Board of Banka Koper d.d. Mr. Ivan Šramko is entitled to the reimbursement of costs incurred in connection to discharging the function of member of the Supervisory Board.
9. The appointment of the Auditor for the financial year 2011 for Banka Koper d.d. and the OVPS (Open-ended Mutual Pension Fund)
Proposed Resolution:
The Supervisory Board hereby proposes to the Bank's Annual General Meeting to appoint Ernst&Young, d.o.o. Ljubljana for audit of the annual accounts of Banka Koper d.d. and the Open-Ended Mutual Pension Fund of Banka Koper d.d. for the year 2011.
Proponents of the Resolutions:
- Points 1 through 7: the Management Board and the Supervisory Board of Banka Koper d.d.
- Points 8 through 9: the Supervisory Board of Banka Koper d.d.
VOTING AND ATTENDANCE OF THE ANNUAL GENERAL MEETING:
Access to the material for the Annual General Meeting
The material for the Annual General Meeting, including the explanation of proposals, proposed resolutions, Annual Report, Statement of the Supervisory Board and other material referred to in Article 297.a of the Companies Act shall be available to the shareholders in the premises of the Bank's Secretariat (room 505, 5th floor) at the headquarters of Banka Koper d.d. at 14 Pristaniška ulica, Koper every working day between 8.30 CET and 16.00 CET from the day of convening of the Annual General Meeting until the day of the Annual General Meeting. The notice to convene the Annual General Meeting of Banka Koper d.d. is published on the Bank’s website: www.banka-koper.si, the newspaper Finance and SEO.net.
Requests and proposals of shareholders
Shareholders whose total interest accounts for one-twentieth of the subscribed capital may make a written request for adding items to the agenda immediately after the convening of the Annual General Meeting. These shareholders shall include to the written request the proposed resolution about which the Annual General Meeting is to decide, or if no resolution is to be adopted, the explanation of the item of the agenda. Pursuant to the third paragraph of Article 298 of the Companies Act, fourteen days prior to the Annual General Meeting the Management Board shall publish only the items for which the shareholders make a written request to the Management Board of Banka Koper d.d. no later than within seven days from the publication of this notice to convene the Annual General Meeting.
The shareholders may provide written proposals of resolutions for every point of the agenda. The proposed resolutions shall be published by the Management Board of Banka Koper d.d. in the manner stipulated in Article 296 of the Companies Act only if the shareholder making the proposal provides within seven days from publishing this notice to convene the Annual General Meeting a duly motivated proposal and notifies that at the meeting they intend to object the proposal of the Management Board and Supervisory Board and persuade other shareholders to vote for their proposal.
Shareholder’s right to be informed
At the Annual General Meeting the shareholders may ask questions and request information concerning the company where it is important for the assessment of the agenda and shall exercise their right to be informed pursuant to the first paragraph of Article 305 of the Companies Act.
Attendance of the Annual General Meeting and exercise of voting rights
Shareholders are vested with the right to attend and vote at the Annual General Meeting subject to the registration of attendance submitted to the Management Board of Banka Koper d.d. no later than three days prior to the Annual General Meeting, i.e. by 28 May 2011 inclusive and are registered in the central registry of dematerialised securities at the end of the fourth day prior to the Annual General Meeting, i.e. at the end of 27 May 2011. The registration to attend shall be sent to the address of Banka Koper d.d., Management Board – for the Annual General Meeting, 14 Pristaniška, Koper.
A shareholder may exercise his/her rights at the Annual General Meeting in person or by appointing a proxy or legal representative. Upon request a shareholder or a proxy shall identify himself/herself by showing an ID, a form of proxy or a power of attorney, while the legal representative shall identify himself/herself by showing an extract from the legal record, decision or another document giving him/her power of attorney, whichever may be appropriate.
The shareholders of Banka Koper d.d. are kindly asked to register their attendance half an hour before the time of the holding of the Annual General Meeting at the registration desk (at the entrance to the Conference Hall) to be duly registered by signing the list of attending shareholders and to get the material necessary for voting.
In case the Annual General Meeting does not have the quorum required, the adjourned meeting will take place on the same day at 14.00 CET on the same place. The adjourned Annual General Meeting will pass resolutions irrespective of the amount of represented capital.
Koper, 29 April 2011
President of management board
Ezio Salvai
Member of management board
mag. Aleksander Lozej
The Notice of the Annual General Meeting was published in the Finance on 29 April 2011, on SEO.net and on the bank’s website.