General Meeting of Shareholders
Pursuant to Articles 13, 14, 15, and 16 of the Statute of SKB banka d.d. Ljubljana, Ajdovščina 4, the Board of Directors of SKB d.d. hereby convened
the 26th General Meeting of SKB banka d.d. Ljubljana,
which will be held on Tuesday, May 21th, 2012, at 3.00 p.m. in the bank’s conference room (no.611/VI) Ajdovščina 4, Ljubljana. For the General Meeting of Shareholders the Board of Directors proposes the following
AGENDA:
1. Opening of the General Meeting of Shareholders and election of its officers (the Chairperson and the Credentials Committee)
PROPOSED RESOLUTION:
The General Meeting of Shareholders hereby appoints the Chairperson and the Credentials Committee:
- President: Stojan Zdolšek
- Credentials Committee:
- Alenka Markič, President
- Klemen Klopčič, Member
- Igor Šteblaj, Member
2. Addressed by:
- the Chief Executive Officer of SKB d.d and
- the President of the Board of Directors of SKB d.d
3. Audited Annual Report of SKB Group for the year 2012 with financial statements, Report of the Board of Directors on the Annual Report, Opinion of the audit company Ernst & Young Revizija, poslovno svetovanje d.o.o. Ljubljana and report on internal audit of the Internal Audit Department
The General Meeting of Shareholders adopts the audited Annual Report of SKB Group for the year 2012 with the opinion of the audit company Ernst & Young, poslovno svetovanje d.o.o. Ljubljana, the report of the Board of Directors on the Annual Report of SKB Group for the year 2012 and the report on internal audit of the Internal Audit Department.
4. Proposal for the allocation of distributable net profit for the year 2012
PROPOSED RESOLUTION (PDF):
Distributable net profit for the year 2012 amounts in total to 113.232.807,19 EUR, with a net profit for the year 2012 in the amount of 3.670.061,26 EUR. Distributable net profit remains, till further notice, unallocated in the balance sheet item retained earnings.
With the date of shareholders meeting the net profit shall be transferred from net profit business year 2012 into retained earnings.
5. Proposal of Resolutions related to granting the discharge to the members of the Board of Directors of the bank for their work in the business year 2012 and confirmation of the resolution of the Compensation and Benefits Committee on the payout of yearly bonus to the President of the Board of Directors.
PROPOSED RESOLUTION (PDF):
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 2012 and confirms the resolution of the Remuneration Committee on the yearly bonus for 2012 for the President of the Board of Directors.
6. Proposal for nomination of auditor of SKB d.d for the year 2013
The General Meeting of Shareholders of SKB d.d. nominates the audit company Ernst & Young Revizija, poslovno svetovanje d.o.o. for the audit of operations of SKB Group for the year 2013.
7. Proposal for dischargements and appointments
1. The General Meeting of Shareholders discharges the member of the Board of Directors Bernard David and appoints new member of the Board of Directors, Giovanni Luca Soma.
2. The mandate of the newly appointed members of the Board of Directors lasts until the termination of mandate of the current members of the Board of Directors.
8. Proposal for modification of the Statute of the bank (Article. 19., paragraph 2)
PROPOSED RESOLUTION (PDF)
The General Meeting of Shareholders adopts the changes of the Statute of the SKB d.d. (Article. 19., paragraph 2)
PARTICIPATION
The General Meeting of Shareholders of the bank may be attended by the shareholders or their proxies. The right to participate at the General Meeting of Shareholders and to cast votes may be exercised by those shareholders who are registered in the central securities register at the end of fourth day before General Meeting of Shareholders and who have applied to participate in the General Meeting of Shareholders no later than at the end of fourth day before General Meeting of Shareholders.
The shareholders of the Bank or their proxies may apply to participate:
- personally at the headquarters of the Bank, floor VI, room 621/a, Ajdovščina 4 in Ljubljana;
- by fax + 386 (0)1 432 91 22 marked »for the General Meeting of Shareholders«
- by e-mail igor.steblaj@skb.si marked »for the General Meeting of Shareholders«
- by registered mail marked »for the General Meeting of Shareholders«
no later than at the end of (4) fourth day before General Meeting of Shareholders
THE LAST DAY TO APPLY IS MAY, 17th 2013
The shareholders whose total stake amounts to one-twentieth of the share capital may submit the written request for additional item of the agenda immediately after the General Meeting of Shareholders is convened. The request shall be accompanied by the written proposal of the resolution on which the General Meeting shall decide or if the resolution for the particular item is not adopted by the General Meeting, the explanation of the agenda item. Shareholders shall submit to the bank the request for additional item of the agenda no later than within 7 days after publication of this convocation.
The shareholders may propose resolutions to each item of the agenda in writing. The shareholders’ proposal is published and communicated in the statutory method only if the shareholder submits a reasonably justified proposal to the bank within 7 days after the General Meeting is convened with the message that he will oppose the proposal of the management or control and will convince other shareholders to vote for his proposal. Shareholder’s election proposal for the election of members of the Board of Directors and auditor is not necessary to be justified.
The shareholders’ proposals not submitted to the bank within the above stated period of seven (7) days and submitted at the General Meeting itself shall be treated at the General Meeting itself. The shareholders will be able to exercise at the Meeting their right to be informed pursuant to the paragraph 1, Article 305 of the Companies Act.
The participants at the General Meeting of Shareholders are requested to report to the representative at the check-in point in the bank’s conference room (no.611/VI) Ajdovščina 4, Ljubljana, half an hour prior to the beginning of the Meeting. By signing the list of applicant shareholders, a shareholder or a proxy confirms his or her participation in the General Meeting of Shareholders and receives the ballot papers. In order to participate in the General Meeting of Shareholders, individuals must prove their identity with their personal ID, whilst the proxies must also show a proxy form.
MATERIALS FOR THE GENERAL MEETING
As of the day when the convocation is announced all materials for the General Meeting of Shareholders will be available for review every working day between 10 a.m. and 12 p.m. in the Secretariat General of the bank, room 621a/VI, Ajdovščina 4 in Ljubljana. As of this day the shareholders can obtain all the material for the General Meeting of Shareholders at the same place. All materials will be available also on the bank’s website www.skb.si.
Cvetka Selšek
President of the Board of Directors of SKB d.d. Ljubljana