Convening of the 27th General Meeting
21.04.2009
Pursuant to Articles 16 and 17 of the Articles of Association of Banka Koper d.d., the Management Board of Banka Koper d.d. hereby convenes the 27th General Meeting of Shareholders of Banka Koper d.d. to be held on Monday, 18 May 2009 at 13:00 in the conference room of Banka Koper d.d., Pristaniška ulica 14, 6th floor.
AGENDA:
1. Opening, election of the chairman of the General Meeting, the quorum verification committee, two assistants to count votes and the introduction of the notary public.
Proposed Resolution:
The General Meeting of Shareholders of Banka Koper d.d. hereby elects the chairman of the General Meeting, the quorum verification committee and the counters of votes and establishes that the notary is present to draw up the notarised minutes.
2. Address by the Chairman or the Vice-Chairman of the Management Board of Banka Koper d.d.
3. Report by the verification committee on the quorum of the General Meeting.
Proposed Resolution:
Pursuant to the report of the attendance at the General Meeting made by the quorum verification committee, the General Meeting of Shareholders agrees that required quorum has been met and the resolutions passed by the shareholders will be effective.
4. Report by the Supervisory Board on the verification of the 2008 annual report and the opinion of the Supervisory Board on the auditor’s report for the 2008 business year.
Proposed Resolution:
The General Meeting of Shareholders of Banka Koper d.d. adopts the Supervisory Board’s report on the verification of the 2008 annual report and the positive opinion on the report of the auditor Ernst & Young d.o.o., Ljubljana for the 2008 business year.
5. Report on the internal audit of Banka Koper d.d. with the opinion of the Supervisory Board
Proposed Resolution:
The General Meeting of Shareholders adopts the 2008 internal audit report with the Supervisory Board’s opinion.
6. The utilisation of distributable profit for the 2008 business year and the granting of discharge to the Management and Supervisory Boards for 2008.
Proposed Resolution:
The General Meeting of Shareholders of Banka Koper d.d. adopts the motion of the Management Board and the Supervisory Board to determine the bank’s distributable profit for the 2008 business year, specifically:
6.1 Pursuant to its Articles of Association, the bank distributed its entire net profit from 2008 equalling EUR 27,776,161.91 into legal reserves and reserves under Articles of Association. As there is no undistributed profit from previous years, the distributable profit equals EUR 0.00.
6.2 Members of the Supervisory and Management Boards of the bank shall receive their profit shares in cash, in the total amount of EUR 123,106.00, no later than 31 July 2009.
6.3 The General Meeting of Shareholders hereby grants discharge to the Management and Supervisory Boards for the 2008 business year.
7. Amendments to the Articles of Association
Proposed Resolution:
The General Meeting of Shareholders adopts the amendments to the Articles of Association of Banka Koper d.d.
8. The nomination/election of Supervisory Board members
Proposed Resolution:
8.1
The General Meeting of Shareholders acknowledges that the following members of the Supervisory Board of Banka Koper d.d. have presented their notices of resignation: Mr. Andrej Lovšin, MSc, Mr. Janko Kosmina, MSc, Mr. Marjan Babič and Mr. Giuseppe Cuccurese.
8.2
The following people shall be elected as members of the Supervisory Board: Mr. László TÖRÖK, PhD, Mr. Borut Bratina, PhD, and Mr. Roberto Civalleri.
8.3
The Supervisory Board of Banka Koper shall consist of 6 (six) members.
8.4
The term of office of the newly elected members of the Supervisory Board shall be until the expiry of the four-year term of office of the remaining members of the Supervisory Board (27 June 2010).
8.5
The newly elected members and other members of the Supervisory Board of Banka Koper d.d. are entitled to a reimbursement of costs incurred in relation to their functioning as members of the Supervisory Board.
9. Appointment of an auditor for the 2009 business year, for the bank and for the open-ended mutual pension fund operated by Banka Koper d.d. (OVPS).
Proposed Resolution:
The General Meeting of Shareholders adopts the motion of the Supervisory Board to appoint the auditor Ernst & Young d.o.o. Ljubljana as the auditor of the bank’s and the OVPS’s financial statements for 2009.
Proponents of the Resolutions:
- Points 1 to 7: The Management Board and the Supervisory Board
- Points 8 to 9: The Supervisory Board
ATTENDANCE AT THE SESSION
Only the shareholders entered in the share register at the Klirinško depotna družba d.d. (Central Securities Clearing Corporation) on 11 May 2009, who have announced their intention to attend, in writing, at least three days before the General Meeting of Shareholders, shall be entitled to attend and vote at the General Meeting of Shareholders.
Shareholders with no less than 5 per cent (independently or together with other shareholders) of the votes at the General Meeting of Shareholders may, upon the convening of the General Meeting of Shareholders, request the publication of the subject matter to be resolved, provided that the publication can be made within 10 days after the meeting has been convened.
Half an hour before the General Meeting of Shareholders commences, the shareholders are kindly asked to sign in for the meeting in the conference room lobby in order to aid in the compiling of an attendance list and to collect voting papers.
The shareholders can exercise their rights at the General Meeting of Shareholders in person, by proxy or by legal representative. Proxies and legal representatives shall identify themselves by presenting an authorisation or relevant document respectively.
The 2008 annual report, the Supervisory Board report and other material for the 27th General Meeting of Shareholders will be available to shareholders from 17 April 2009 in the Bank’s secretariat, room 505, 5th floor.
In the event that, at the time of the session, the General Meeting fails to make a quorum, a substitute session shall be convened at 14:00 of the same day at the same place. At such session, the General Meeting of Shareholders may adopt valid decisions regardless of the share capital represented.
Koper, 15 April 2009
