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Preizkusi MOJ@SKB mobilno banko

PRENESI ZDAJ

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 convenes the

32nd General Meeting of Shareholders of SKB d.d., Ljubljana,

which will be held on May 29, 2018 at 14:00 p.m. in the bank’s conference room (no.611/VI) at Ajdovščina 4, Ljubljana. For the General Meeting of Shareholders the Board of Directors proposes the following

AGENDA

1.0 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:

  • Chairperson: Cvetka Selšek
  • Credentials Committee:
    • Mateja Papež, President
    • Klemen Klopčič, Member
    • Igor Šteblaj, Member

2.0 Addresses by:

  • the Chief Executive Officer of SKB d.d and
  • the President of the Board of Directors of SKB d.d

3.0 Proposal for changes of the Statute of the SKB banka d. d. Ljubljana

PROPOSED RESOLUTION (PDF):

The General Meeting of Shareholders adopts the changes and amendments of the Statute of SKB banka d.d. Ljubljana in the wording which is a component part of the material for the General Meeting of Shareholders.

4.0 Preposal for changes and amendments of the procedure of the General Meeting of Shareholders of SKB banka d.d. Ljubljana

PROPOSED RESOLUTION (PDF):

The General Meeting of Shareholders adopts the Rules of procedure of the General Meeting of shareholders of SKB banka d.d. Ljubljana.

5.0 Audited Annual report of SKB Group for the year 2017 with financial statements, Report of the Board of Directors on the Annual Report, Opinion of the audit company Deloitte Revizija, d.o.o. Ljubljana and the Report on internal audit for the year 2017 (DISCLOSURE OF INFORMATION 2017)

PROPOSED RESOLUTION (PDF):

The General Meeting of Shareholders adopts the audited Annual Report of SKB Group for the year 2017 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 2017 and the Report on internal audit for the year 2017.

6.0 Proposal for the allocation of SKB Bank d.d. Ljubljana distributable net profit for the business year 2017

PROPOSED RESOLUTION (PDF):

The total amount of distributable net profit for the year 2017 amounts to 138.606.047,67 EUR and shall be allocated for payment of dividends in the amount of 55.529.988,00 EUR:

1. net profit of business year 2017 in the amount 40.573.378,41 EUR shall be fully used for dividends pay out to the shareholders,
2. also part of retained earnings from previous years in the amount of 14.956.609,59 EUR shall be used for dividends pay out to the shareholders.

Gross dividend in 2017 amounts to 4,39 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 2017 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.

7.0 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 2017

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 the business year 2017.

8.0 Proposal for nomination of external auditor of SKB banka d.d. Ljubljana for the years 2018,2019 and 2020

PROPOSED RESOLUTION (PDF):

The General Meeting of Shareholders of SKB d. d. appoints the external audit company Deloitte Revizija d.o.o. Ljubljana, for the audit of operations of SKB Group, for the years 2018, 2019 and 2020.

9.0 Proposal for discharge and appointment of the members of the Board of Directors due to expiration of the term of office and proposal for defining the attendance fee

PROPOSED RESOLUTION (PDF):

I.

1. General Meeting of Shareholders establishes in line with the Art. 17 of the Statute of SKB banka d.d. Ljubljana that due to expired four (4) year term of office on the day of this meeting discharges the members of the Board of Directors: Karine-Maryse Destre - Bohn, Pierre - Yves Demoures, Marko Košak, Vojka Ravbar, Cvetka Selšek, Giovanni Luca Soma, Andre Gardella.

2. The General Meeting of Shareholders of the bank on the day of the meeting appoints Board of Directors in the following composition: Pierre-Yves Demoures, Jean Philippe Guillaume, Maria Rousseva, Milorad Katnić, Clara- Elen Grigore, Vojka Ravbar, Andre Gardella.

3. The Board of Directors consist of 7 (seven) members.

4. The mandate of the members of the Board of Directors lasts 4 (four) years from the day of nomination by the General Meeting of Shareholders for the Board of Director´s members.

5. The General Meeting of Shareholders of the bank establishes that the newly appointed members of the Board of Directors have been appointed in compliance with the Banking Act and the Companies Act and regulation of the Bank of Slovenia on Internal Governance Arrangements, the Management body and the Internal Capital Adequacy Assessment Process for Banks and Savings banks.

II.

1. All the members of the Board of Directors who are independent according to the Société Générale rules are paid 2000 EUR (gross) per session of the Board of Directors.

2. Presidents of the committees who are independent according to the Société Générale rules are paid 2000 EUR (gross) per chairing each session.

3. Members of the committees who are independent according to the Société Générale rules are paid 1000 EUR (gross) per participation as member on each session.

4. The members of the Board of Directors, who are not employed in the SKB Group or in the Société Générale Group, are entitled to reimbursement of the travel and other expenses related to the performance of the function.

5. SKB d. d. will not pay out the profit sharing or bonuses with options or comparable financial instruments neither to the members of the Board of Directors nor the members of the Committees for their work in the Board of Directors or Committees of the Board of Directors.

6. Resolution on the fees of members of the Board of Directors and members of the Committees adopted on the 27th SKB d. d. General Meeting of Shareholders from 2 June, 2014 is no longer in force.

PARTICIPATION

The General Meeting of Shareholders of SKB banka d.d. 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 SKB d.d. or their proxies may apply to participate:

  • personally at the SKB headquarters, floor VI, room 621/a, Ajdovščina 4 in Ljubljana;
  • by fax at no. + 386 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 25, 2018

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 SKB d.d. 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 SKB d.d. 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 General 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 SKB’s conference room (no.611/VI) at Ajdovščina 4, Ljubljana, half an hour prior to the beginning of the General 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 SKB’s Secretariat General, 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 SKB’s website www.skb.si.

Cvetka Selšek

President of the Board of Directors