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General meeting of shareholders, April 2017


 

Pursuant to Article 48 and Article 49 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, with headquarters in Skopje at Orce Nikolov Str. No.3, is going to be held on April 5, 2017, (Wednesday) at 12 o’clock in Skopje City Mall (Ljubljanska Str., No. 4), 2nd floor, Hall No. 4 – “Komercijalna Banka” , with the following


A G E N D A



1. Election of a Chairman of the Assembly;

2. Election of 5 votes counters;

3. Separate Financial Statements of Komercijalna Banka AD Skopje for 2016, audited by the Audit Company, with
- Opinion of the Supervisory Board of the Bank
- Draft-Decision on adoption of the separate Financial Statements and the Opinion of the Supervisory Board;

4. Consolidated Financial Statements of Komercijalna Banka AD Skopje for 2016, audited by the Audit Company, with
- Opinion of the Supervisory Board of the Bank
- Draft-Decision on adoption of the consolidated Financial Statements and the Opinion of the Supervisory Board of the Bank;

5. Annual Accounts of Komercijalna Banka AD Skopje for the period 01.01.-31.12.2016, with
-Draft-Decision on adoption of the Annual Accounts;

6. Consolidated Annual Accounts of Komercijalna Banka AD Skopje for the period 01.01.-31.12.2016, with
- Opinion of the Supervisory Board of the Bank,
- Draft-Decision on adoption of the Consolidated Annual Accounts and the Opinion of the Supervisory Board of the Bank;

7. Report on the performance of Komercijalna Banka AD Skopje in 2016; with
- Opinion of the Supervisory Board; and,
- Draft-Decision on adoption of the Annual Report and the Opinion of the Supervisory Board;

8. Report on the performance of the Supervisory Board of Komercijalna Banka AD Skopje in 2016, collectively and from the aspect of individual members; with
- Draft-Decision on approving of the Report;

9. Report on the performance of the Audit Committee of Komercijalna Banka AD Skopje in 2016, collectively and from the aspect of individual members; with
- Draft-Decision on adoption of the Report;

10. Annual Report on the operation of the Internal Audit in 2016; 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;

11. Draft-Decision on appropriation and allocation of the unallocated profit gained up to 31.12.2016;

12. Draft-Decision on determining the amount and dates for pay out of the dividend for 2016;

13. Draft-Decision on amendments and supplements to the Statute of Komercijalna Banka AD Skopje;

14. Draft-Rules of Procedures for amendments and supplements to the Rules of Procedures of the Assembly of Komercijalna Banka AD Skopje;

15. Draft-Decision on determining Audit Company of Komercijalna Banka AD Skopje;

16. Development Plan of Komercijalna Banka AD Skopje with financial projections for the period 2017-2021, with
-Draft-Decision on adoption of the Development Plan;

17. Draft-Program of Measures and Activities of the Business Policy and Financial Plan of Komercijalna Banka AD Skopje for 2017; with
- Draft-Decision on adoption of the Program;

18. Report on the compliance of the operation of Komercijalna Banka AD Skopje with the Code of Corporate Governance of the shareholders companies listed on the Macedonian Stock Exchange, with
- Draft-Decision on adoption of the Report;


Pursuant to the Draft-Decision on allocation and distribution of the unallocated profit realized up to 31.12.2016, made by the Bank’s Supervisory Board at its meeting held on 28.02.2017, the proposed amount of the dividend per ordinary share is MKD 150,00 or 15% in regards to its nominal value of MKD 1.000,00.



 

The following dividend pay-out calendar has been proposed:



The last date for trading with dividend right for the year 2016 is 18.04.2017.



The first date for trading without dividend right for the year 2016 is 19.04.2017.



The date of the entries according to which the list of shareholders having the right on dividend for 2016 shall be determined is 21.04.2017.



The commencement date for dividend pay-out for the year 2016 is 10.05.2017.



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 13.03.2017. 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 04.04.2017 until 16:00 hours. 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 16.03.2017 – 12:00 hours until 30.03.2017 – 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 Headquarters, at Orce Nikolov Str. No.3, Management and Informing Department, room 307 (III floor, KB1 building) and on the web site of the Bank – www.kb.com.mk.




 

BOARD OF DIRECTORS