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General meeting of shareholders, March 2021


 

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 Assembly of Komercijalna Banka AD Skopje, with its Head Office in Skopje at Orce Nikolov Str. No.3, is going to be held on 29.03.2021 (Monday) at 12:00.


In the interest of respecting the measures to prevent the spread of COVID-19, and in order to ensure the successful holding of the Annual General Meeting without the physical presence of shareholders, the shareholders are invited to participate in and vote at the Assembly by written correspondence or electronic voting, under 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 2020, 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 2020, 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.-31.12.2020, with
-Draft-Decision on adoption of the Annual Accounts;

6. Consolidated Annual Accounts of Komercijalna Banka AD Skopje for the period 01.01.-31.12.2020, 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. Annual Report on the performance of Komercijalna Banka AD Skopje in 2020; 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 2020, collectively and from the aspect of individual members; with
- Draft-Decision on approving of the Report;

9. Draft-Decision on appropriation and allocation of the unallocated profit gained up to 31.12.2020;

10. Draft-Decision on determining the amount and dates for pay out of the dividend for 2020;

11. Draft-Decision on distribution of the retained earnings into reserves;

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

13. Draft-Decision on amendments and supplements to the Decision on appointing members of the Supervisory Board of Komercijalna Banka AD Skopje

14. 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 in 2020, with
-Draft-Decision on adoption of the Report.

15. Program of Measures and Activities of the Business Policy and Financial Plan of Komercijalna Banka AD Skopje for 2021 and the Development Plan of the Bank with financial projections for the period 2021-2023, adopted by the Bank’s Supervisory Board (for information of the shareholders of Komercijalna Banka AD Skopje).


Pursuant to the Draft-Decision on allocation and distribution of the unallocated profit realized up to 31.12.2020, made by the Bank’s Supervisory Board at its meeting held on 24.02.2021, the proposed amount of the dividend per ordinary share is MKD 600,00 or 60% 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 2020 is 12.05.2021.



The first date for trading without dividend right for the year 2020 is 13.05.2021.



The date of the entries according to which the list of shareholders having the right on dividend for 2020 shall be determined is 14.05.2021.



The commencement date for dividend pay-out for the year 2020 is 25.05.2021.



The Assembly shall make decisions only about items properly stated in the Agenda, in accordance with the Bank’s Statute and the Law on Trade Companies.



The voting under items of the Agenda shall be carried out in accordance with the Statute and the Law on Trade Companies.



Pursuant to the Law on Trade Companies, 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 08.03.2021. The proposal, accompanied with the identification documents has to be received at Komercijalna Banka AD Skopje not later than 08.03.2021 until 16:00 hours. More details on the procedure for submission of proposals and questions are available on the web site of the Bank – www.kb.com.mk.



Each shareholder may, by written authorization, authorize its proxy to vote by means of correspondence or by electronic means, for which he/she is obliged to notify the Bank in written or by electronic means. The information on the method 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.

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 26.03.2021 until 16:00 hours. The voting form has to be accompanied by documentation for shareholder’s identity verification or the shareholder has to present such identification documents in person. 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 19.03.2021 – 12:00 hours until 28.03.2021 – 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 Head Office, 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




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