General meeting of shareholders, March 2013
Pursuant to Article 49 and Article 83 of the Statute of Komercijalna Banka AD Skopje, the Board of Directors of
KOMERCIJALNA BANKA AD SKOPJE
made the following
ANNOUNCEMENT
for participation at the General Meeting of the Bank’s Assembly
The
General Meeting of the Bank’s Assembly is going to be held on
March 27, 2013, (Wednesday) at 12 o’clock in the Bank’s premises (big hall, fourth floor, new building), Kej Dimitar Vlahov No. 4 Skopje, with the following
A G E N D A
1. Election of a Chairman of the Assembly;
2. Election of 5 votes counters;
3. Financial Statements of Komercijalna Banka AD Skopje for 2012, audited by Auditors Company; with
- Opinion of the Supervisory Board of the Bank, and
- Draft-Decision on adoption of the Financial Statements and the Opinion of the Supervisory Board;
4. The Annual Financial Statements of Komercijalna Banka AD Skopje for the period 01.01. – 31.12.2012; with
- Draft-Decision on adoption of the Annual Financial Statements;
5. Annual Report on the performance of Komercijalna Banka AD Skopje in 2012; with
- Opinion of the Supervisory Board; and
- Draft-Decision on adoption of the Annual Report and the Opinion of the Supervisory Board;
6. Report on the performance of the Supervisory Board of Komercijalna Banka AD Skopje in 2012, collectively and from the aspect of individual members; with
- Draft-Decision on adoption of the Report;
7. Report on the performance of the Audit Committee of Komercijalna Banka AD Skopje in 2012, collectively and from the aspect of individual members; with
- Draft-Decision on adoption of the Report;
8. Annual Report on the operation of the Internal Audit in 2012; with
- Opinion of the Supervisory Board of the Bank; and
- Draft-Decision on adoption of the Annual Report and the Opinion of the Supervisory Board;
9. Draft-Decision on appropriation and allocation of the unallocated profit gained up to 31.12.2012;
10. Draft-Decision on determining the amount and the dates for pay out of the dividend for 2012;
11. Draft-Decision on changing the Head Office of Komercijalna Banka AD Skopje;
12. Draft-Decision on amending the Statute of Komercijalna Banka AD Skopje;
13. Draft-Decision on adoption of the List of Net Debtors of Komercijalna Banka AD Skopje in 2012;
14. Draft-Program of Measures and Activities of the Business Policy and Financial Plan of Komercijalna Banka AD Skopje for 2013; with
- Draft-Decision on adoption of the Program;
15. Report on compliance of the performance of Komercijalna Banka AD Skopje with the Code of Corporate Governance for the companies listed on the Macedonian Stock Exchange; with
- Draft-Decision on adoption of the Report;
16. Draft-Decision on amendments and supplements to the Code of Corporate Governance of Komercijalna Banka AD Skopje.
Pursuant to the Draft-Decision on appropriation and allocation of the unallocated profit realized up to 31.12.2012, made by the Bank’s Supervisory Board at its meeting held on 27.02.2013, the proposed amount of the dividend per ordinary share is MKD 100,00 or 10% in regards to its nominal value of MKD 1.000,00.
The following dividend payout calendar has been proposed:
The last date for trading with dividend right for the year 2012 is 08.04.2013.
The first date for trading without dividend right for the year 2012 is 09.04.2013.
The date of the entries according to which the list of shareholders having the right on dividend for 2012 shall be determined is 11.04.2013.
The commencement date for dividend pay out for the year 2012 is 23.04.2013.
The shareholders are invited to register their participation at the General Meeting of the Assembly.
Each shareholder who intends to participate in the General Meeting of the Assembly is obliged to register the participation (registration form for participation at the General Meeting of the Assembly) up to the beginning of the convened General Meeting of the Assembly.
Registration should be submitted to the Bank – the Management and Informing Department.
The Assembly shall make decisions only about items properly stated in the Agenda, in accordance with the Bank’s Statute and the Companies Act.
The voting under items of the agenda shall be carried out in accordance with the Statute and the Companies Act.
Each shareholder may, by written authorization, authorize its proxy, for which he/she is obliged to notify the Bank in written or by electronic means. The information on the manner of sending the notifications on proxies appointed and the forms for voting through a proxy shall be available at the web site of the Bank - www.kb.com.mk.
Pursuant to the Companies Act, the shareholders, who on individual or group basis, hold at least 5% of the total number of voting shares, shall have the right to submit a proposal for supplements to the Agenda and decisions under the items of the Agenda.
The shareholders may submit proposals for adding additional items on the Agenda, draft-decision and questions, not later than 12.03.2013 until 16:00. More details on the procedure for submission of proposals and questions are available on the web site of the Bank – www.kb.com.mk.
The shareholders may vote by means of correspondence, by sending a form filled out, which, in original copy have to be received by the Bank not later than 26.03.2013 until 16:00. The voting form has to be accompanied by documentation for shareholder’s identity verification. The forms for voting by means of correspondence, as well as additional information on filling out the form and identification of the shareholders are available on the web site of the Bank – www.kb.com.mk.
The shareholders, having been provided documentation for electronic registration for e-voting at the Assembly, may vote by sending a form for e-voting filled out. Starting from the date of publishing of the Announcement, the documentation for e-voting registration may be obtained at the Management and Informing Department, upon presentation of shareholder’s identity verification documents. The e-voting may be realized within the period from 19.03.2013 – 12:00 hours until 26.03.2013 – 12:00 hours. The e-voting forms are available on the web site of the Bank – www.kb.com.mk.
The supporting materials for the General Meeting of the Bank’s Assembly and the additional information, in accordance with the Companies Act, will be available to the shareholders starting from the date of publishing of this Announcement, each working day in the Bank’s library, room 304 (III floor, old building) and on the web site of the Bank – www.kb.com.mk.
BOARD OF DIRECTORS