General Meeting of Shareholders

Pursuant to Articles 13, 14, 15, and 16 of the Statute of SKB d.d. Ljubljana, Ajdovščina 4, the Board of Directors of SKB d.d. hereby convened the

30th General Meeting of Shareholders of SKB d.d., Ljubljana,

which was held on May 23th 2017 at 03:00 p.m. in the bank’s conference room (no.611/VI) Ajdovščina 4,Ljubljana. At the General Meeting of Shareholders on the proposal of the Board of Directors next resolutions were adopted:

1.0 RESOLUTION
The General Meeting of Shareholders hereby appoints the Chairperson and the Credentials
Committee:

  • Chairperson: Stojan Zdolšek
  • Credentials Committee:
    • Mateja Papež, President
    • Klemen Klopčič, Member
    • Igor Šteblaj, Member

2.0 RESOLUTION
The General Meeting of Shareholders adopts the audited Annual Report of SKB Group for the year 2016 with the opinion of the audit company Deloitte revizija d.o.o., Ljubljana, the report of the Board of Directors on the Annual Report of SKB Group for the year 2016 and the report on internal audit of the Internal Audit Department.

3.0 RESOLUTION
The total amount of distributable net profit for the year 2016 amounts to 160.547.917,61 EUR and shall be allocated as follows:

1. Net profit of business year 2016 in the amount of 61.421.943,06 EUR shall be used for dividends pay out to the shareholders and formation of retained earnings, namely:

  • the part in the amount of 61.348.620,00EUR (which represents 99,88 % of the net profit of business year 2016) shall be paid out as dividends to the shareholders in 2017,
  • the part in the amount of 73.323,06 EUR shall remain undistributed as retained earnings.

2. Retained earnings in the amount of 99.560.517,73 EUR shall remain, till further notice, unallocated in the balance sheet.

Gross dividend in 2016 amounts to 4,85 EUR per share.
As at the date of the General Meeting of Shareholders the net profit shall be transferred from the item net profit of business year 2016 to the item dues from participation in profit – dividends.

Dividends shall be paid out on the sixth working day following the General Meeting of Shareholders, that will decide on the use of distributable net profit, to the shareholders being registered in the central securities registry as holders of the shares of SKB Banka d.d. Ljubljana at the end of the fifth working day following the date of the General Meeting of Shareholders.

4.0 RESOLUTION
The General Meeting of Shareholders of the bank grants discharge to the members of the Board of Directors of the bank for their work in business year 2016.

5.0 RESOLUTION
Subitem 1 of item II of the item 7 of resolution of the General Meeting of Shareholders adopted on the 27. General Meeting of shareholders from June 2nd 2014 is changed and newly read as follows:

President of the Board of Directors, who is not employed in the SKB Group or in the Société Générale Group, receives monthly fee in the amount of 4.000 € (gross) for the performing of the function.

Change of the monthly fee is in force from January 1st, 2017.

6.0 RESOLUTION

  1. The General Meeting of Shareholders took note of the resignation of Mr. Patrick Gelin as member of the Board of Directors and releases him from his function of member of the Board of Directors on the day of the session of the General Meeting of Shareholders of the bank.
  2. The Board of Directors of SKB d.d. is composed of 7 members from the day of the General Meeting of shareholders' meeting.

PARTICIPATION
99,95 % of Shareholders votes were present. The resolutions were adopted with 100% majority of the present votes. No legal challenging action was announced.

MATERIALS FOR THE GENERAL MEETING

All materials are available on the bank’s website www.skb.si.

Cvetka Selšek
President of the Board of Directors of SKB d.d. Ljubljana