Banka koper

Convening of the 28th General Meeting

04.05.2010

AGENDA:

1.   Calling the Annual General Meeting of Shareholders to order, the election of the chairman of the Annual General Meeting, of the commission and two assistants to count the votes, and the presentation of the notary public.
Proposed Resolution:
The Annual General Meeting of Banka Koper d.d., Koper hereby elects the chairman of the Annual General Meeting, the commission, two vote counters, and establishes that the notary public is present to draw up the notarised minutes of the meeting.

2. The address of the president i.e. deputy of the Management Board of Banka Koper d.d.

3. The report of the verification commission of the quorum required:
Proposed Resolution:
That pursuant to the report made by the verification commission on attendance, the Annual General        Meeting agree that there is the quorum required and the resolutions passed by them will be effective.

4. The statement of the Supervisory Board as to the receiving and considering the Annual Report and Accounts for the financial year 2009 and the position of the Supervisory Board with regard to the Auditor's Report for the Financial Year 2009
Proposed Resolution:
The Annual General Meeting hereby approves the Report of the Supervisory Board on receiving and considering the Annual Report and Accounts for 2009 and give no objection to the Auditor's Report drawn up by Ernst & Young d.o.o., Ljubljana, for the financial year 2009.

5. The Report on Internal Audit Assignments conducted at Banka Koper d.d. accompanied by the opinion of the Supervisory Board
Proposed Resolution:
The Annual General Meeting hereby accepts the Report on Internal Audit Assignments of Banka Koper d.d. for 2009 accompanied with the opinion of the Supervisory Board.

6. The proposed appropriation of the balance-sheet profit for the financial year 2009 and the proposal to give discharge the Management Board and the Supervisory Board for the financial year 2009
Proposed Resolution:

6.1
The annual General Meeting of Shareholders of Banka Koper d.d. hereby endorse the proposal made by the Management Board and the Supervisory Board on the appropriation of the balance-sheet profit of the Bank for the financial year 2009, and namely:

The balance-sheet profit for 2009 in the amount of EUR 6,688,318.78 shall be allocated to the payment of dividends. Gross dividend per share shall amount to EUR 12.61. Shareholders, entered in the share register at the Central Securities Clearing Corporation Ljubljana on 31 May 2010 shall be entitled to the payment of dividends. Dividends shall be paid by 31 July 2010 at the latest.

The remaining portion of the balance-sheet profit in the amount of EUR 3,045.35 shall be allocated to statutory reserves.

6.2
The members of the Supervisory Board, appointed as external experts, shall be paid a bonus for their work, i.e.:

• Vojko Čok               EUR   50,000.00 net
• Dr. Borut Bratina    EUR   20,000.00 gross
• Roberto Civalleri    EUR   20,000.00 gross

6.3
The General Meeting of Shareholders of Banka Koper d.d. hereby establishes that in 2009 the Management Board achieved the expected results. Each member of the Management Board shall be paid a bonus for achieving the expected results in an amount that is consistent with the guidelines of the Intesa Sanpaolo Group. The Supervisory Board shall decide on the amount of the bonus.  

6.4
The annual general meeting of shareholders shall discharge the Management Board of Banka Koper d.d. of responsibilities for 2009.

6.5
The annual general meeting of shareholders shall discharge the Supervisory Board of Banka Koper d.d. of responsibilities for 2009.

7. The election of the members of the Supervisory Board of Banka Koper d.d.

Proposed Resolution:

7.1
The General Meeting of Shareholders takes note that the term of office of the members of the Supervisory Board: Mr. Massimo Pierdicchi, Mr. Michele Raris, Mr. Borut Bratina, Ph.D. and Mr. Roberto Civalleri expires on 27 June 2010.

7.2
The General Meeting of Shareholders hereby adopts the proposal of the Supervisory Board to appoint the following members of the Supervisory Board:

• Mr. Fabrizio Centrone,
• Ms. Elena Breno,
• Mr. Borut Bratina, Ph.D. and
• Mr. Roberto Civalleri.

7.3
The term of office of the newly appointed members shall commence on 28 June 2010 and it expires on 27 June 2013.

7.4
The term of office of the member of the Supervisory Board Mr. Vojko Čok that commenced on 1 January 2009 and is due to expire on 31 December 2012, shall be extended until 27 June 2013.

7.5
The members of the Supervisory Board of Banka Koper d.d. shall be entitled to the reimbursement of the costs incurred in connection with the discharging of the function of member of the Supervisory Board.

8.   The appointment of the Auditor for the financial year 2010 for Banka Koper d.d. and the OVPS   (Open-ended Mutual Pension Fund)
Proposed Resolution:
The Annual General Meeting hereby endorse the proposal of the Supervisory Board to appoint the audit firm Ernst & Young, d.o.o., Ljubljana as Independent Auditor for the financial year 2010 for Banka Koper d.d. and for the Open-ended Mutual Pension Fund.

Proponents of the Resolutions:

• Points 1 through 6: the Management Board and the Supervisory Board of Banka Koper d.d.
• Points 7 through 8: the Supervisory Board of Banka Koper d.d.

VOTING AND ATTENDANCE OF THE ANNUAL GENERAL MEETING:
Access to the material for the Annual General Meeting
The material for the Annual General Meeting, including the explanation of proposals, proposed resolutions, Annual Report, Statement of the Supervisory Board and other material referred to in Article 297.a of the Companies Act shall be available to the shareholders in the premises of the Bank's Secretariat (room 505, 5th floor) at the headquarters of Banka Koper d.d. at 14 Pristaniška ulica, Koper every working day between 8.00 CET and 15.00 CET from the day of convening of the Annual General Meeting until the day of the Annual General Meeting. The notice to convene the Annual General Meeting of Banka Koper d.d. is published on the Bank's website: www.banka-koper.si, the newspaper Finance and SEO.net.    

Requests and proposals of shareholders

Shareholders whose total interest accounts for one-twentieth of the subscribed capital may make a written request for adding items to the agenda immediately after the convening of the Annual General Meeting. These shareholders shall include to the written request the proposed resolution about which the Annual General Meeting is to decide, or if no resolution is to be adopted, the explanation of the item of the agenda. Pursuant to the third paragraph of Article 298 of the Companies Act, fourteen days prior to the Annual General Meeting the Management Board shall publish only the items for which the shareholders make a written request to the Management Board of Banka Koper d.d. no later than within seven days from the publication of this notice to convene the Annual General Meeting.

The shareholders may provide written proposals of resolutions for every point of the agenda. The proposed resolutions shall be published by the Management Board of Banka Koper d.d. in the manner stipulated in Article 296 of the Companies Act only if the shareholder making the proposal provides within seven days from publishing this notice to convene the Annual General Meeting a duly motivated proposal and notifies that at the meeting they intend to object the proposal of the Management Board and Supervisory Board and persuade other shareholders to vote for their proposal.

Shareholder's right to be informed

At the Annual General Meeting the shareholders may ask questions and request information concerning the company where it is important for the assessment of the agenda and shall exercise their right to be informed pursuant to the first paragraph of Article 305 of the Companies Act. 

Attendance of the Annual General Meeting and exercise of voting rights

Shareholders are vested with the right to attend and vote at the Annual General Meeting subject to the registration of attendance submitted to the Management Board of Banka Koper d.d. no later than three days prior to the Annual General Meeting, i.e. by 1 June 2010 inclusive and are registered in the central registry of dematerialised securities at the end of the fourth day prior to the Annual General Meeting, i.e. at the end of 31 May 2010. The registration to attend shall be sent to the address of Banka Koper d.d., Management Board - for the Annual General Meeting, 14 Pristaniška, Koper.

A shareholder may exercise his/her rights at the Annual General Meeting in person or by appointing a proxy or legal representative. Upon request a shareholder or a proxy shall identify himself/herself by showing an ID, a form of proxy or a power of attorney, while the legal representative shall identify himself/herself by showing an extract from the legal record, decision or another document giving him/her power of attorney, whichever may be appropriate.

The shareholders of Banka Koper d.d. are kindly asked to register their attendance half an hour before the time of the holding of the Annual General Meeting at the registration desk (at the entrance to the Conference Hall) to be duly registered by signing the list of attending shareholders and to get the material necessary for voting.

In case the Annual General Meeting does not have the quorum required, the adjourned meeting will take place on the same day at 14.00 CET on the same place. The adjourned Annual General Meeting will pass resolutions irrespective of the amount of represented capital.

Koper, 4 May 2010

Deputy President of the Management Board                                  President of teh Management Board

Igor Kragelj                                                                                           Ezio Salvai

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