NOTARY DEED-ORIGINAL (FIRST)

Transcription

1 Republic of Macedonia NOTARY PUBLIC Zorica Pulejkova ODU number 219/13 for the region of First Instance Courts Book VIII of the city of Skopje 15, Kuzman Josifovski Pitu Blvd. NOTARY DEED-ORIGINAL (FIRST) 22 May Two thousand and thirteen, May, the twenty-second In Skopje, at 12 (twelve) o clock, 0 (zero) minutes I, Notary Public Zorica Pulejkova, with registered office in Kuzman Josifovski Pitu Blvd. number 15 in Skopje, today, on 22 May 2013 (two thousand and thirteen, May, the twenty-second), at invitation of STOPANSKA BANKA AD Skopje, headquartered at 7, 11 Oktomvri Street in Skopje, attended the meeting of the Bank Shareholders Assembly held today in the Head Office of the Bank at 7, 11 Oktomvri Street in Skopje, starting at 12 (twelve) o clock, 0 (zero) minutes, at which, according to provisions of the Law on Notaryship, and Article 407 in relation to Article 383 paragraph 3 of the Companies Law, I made the following MINUTES OF THE SHAREHOLDERS ASSEMBLY of STOPANSKA BANKA AD Skopje At my request, STOPANSKA BANKA AD Skopje presented me the following documentation: Current status of the Bank from the Unique company register issued by the Central Registry of the Republic of Macedonia, Regional Registration Office Skopje, from which I ascertained that STOPANSKA BANKA AD Skopje, headquartered at 7, 11 Oktomvri Street in Skopje, has been registered in the Unique company register kept by the Central Registry of the Republic of Macedonia, under EMBS (company unique registration number) ; Share register of STOPANSKA BANKA AD Skopje, as of , at 13 hours, 58 minutes and 33 seconds for ordinary shares, and as of , at 12 hours, 15 minutes and 00 seconds for preferred shares, where the Company shareholders are recorded with total number of 17,460,180 ordinary shares and 1

2 total number of 17,460,180 votes, as well as the Company shareholders with total number of 227,444 preferred cumulative shares without voting right List of present 14 (fourteen) shareholders of ordinary shares or their representatives, with the number of voting shares, and a List of present shareholders of preferred shares. From the mentioned List, after its verification, it was concluded that the Shareholders Assembly was attended by the Bank shareholders of ordinary shares and their representatives or proxies, with a total number of 16,588,505 votes, representing 95.01% of the total number of voting ordinary shares, as follows: NBG S.A.-Greece, via authorized representative Ms. Katerina Maridakis, with number of shares-16,524,590 and number of votes-16,524,590; OKTA AD Skopje, via authorized representative Ms. Lence Trajanovik, with number of shares - 19,150 and number of votes - 19,150; EVROPA AD Skopje, via authorized representative Ms. Sava Dimitrova, with number of shares - 10,480 and number of votes - 10,480; VODNO TABAKO DOOEL Skopje, via authorized representative Mr. Ljupco Andonovski, with number of shares - 6,860 and number of votes - 6,860; - - Mr. Tihomir Mukaetov, with number of shares - 5,860 and number of votes - 5,860; Mr. Nestor Dzikov, with number of shares and number of votes - 467; -- - Mr. Blagoj Mitrov, with number of shares - 2,460 and number of votes 2,460; Mr. Ivica Jovanovski, with number of shares - 2,402 and number of votes 2,402; Ms. Sonja Bibanovska, with number of shares - 2,500 and number of votes - 2,500; Mr. Bosko Damjanoski, with number of shares - 1,500 and number of votes - 1,500; Mr. Toni Lukanovski, with number of shares - 1,430 and number of votes - 1,430; Mr. Venko Temelkovski, with number of shares - 7,005 and number of votes - 7,005; Mr. Blagoja Ivkovski, with number of shares - 3,795 and number of votes - 3,795; Ms. Kiki Mangova Ponjavik, with number of shares 6 and number of votes - 6; In addition to the mentioned shareholders/proxies holders of ordinary voting shares, the session of the Shareholders Assembly was also attended by 2 (two) shareholders of preferred shares - Ms. Kiki Mangova Ponjavik and Mr. Blagoja Ivkovski

3 Ms. Sonja Bibanovska, as Chairperson elected at the previous Shareholders Assembly of Stopanska Banka AD Skopje, opened the session and greeted the attendees. Then, the Bank Secretary Ms. Olgica Spasevska took the floor and proposed Ms. Sonja Bibanovska, a shareholder of Stopanska Banka AD Skopje, to be elected Chairperson for this session, Ms. Maja Andreevska Blazevska from Stopanska Banka AD Skopje to be elected Vote Counter, and Ms. Zorica Pulejkova, Notary Public from Skopje, to be elected Minutes Taker because at the session it will be decided on issues subject of registering in the Unique Company Register. As there was no another proposal, the proposal Ms. Sonja Bibanovska, a shareholder of Stopanska Banka AD Skopje, to be elected Chairperson for this session, Maja Andreevska Blazevska from Stopanska Banka AD Skopje to be elected Vote Counter, and Ms. Zorica Pulejkova, Notary Public from Skopje, to be elected Minutes Taker, was put to a vote. The shareholders, or their representatives and proxies voted by a show of hands. Regarding the proposal Ms. Sonja Bibanovska, a shareholder of Stopanska Banka AD Skopje, to be elected Chairperson for this session, Ms. Maja Andreevska Blazevska from Stopanska Banka AD Skopje to be elected Vote Counter, and Ms. Zorica Pulejkova, Notary Public from Skopje, to be elected Minutes Taker, the shareholders, or their representatives and proxies declared with 1, votes-for (99.99%), 0 votes-against (0%), and 1,500 votes-abstained (0.01%) Ms. Sonja Bibanovska ascertained that by reviewing the List of shareholders she concluded that the session was attended by the Bank shareholders of ordinary shares, or their proxies, with a total number of 16,588,505 votes, representing 95.01% of the total number of ordinary shares, so there was quorum for work of the Assembly and for passing decisions according to the proposed Agenda The Chairperson explained that the Agenda for that session was proposed by the Bank Supervisory Board and it was announced in the Public invitation published in Dnevnik daily newspaper on , by which all Bank shareholders were invited to participate at the Assembly, so for work at this session of the Shareholders Assembly was proposed the following A G E N D A 1. Election of Chairman, Minutes Taker Notary Public and person responsible for counting votes; Review of the Minutes of the 31 st meeting of the Shareholders Assembly of Stopanska Banka AD - Skopje; Passing a Statutory Decision on amending the Statute of Stopanska Banka AD - Skopje; Determining the revised text of the Statute of Stopanska Banka AD Skopje; Passing a Decision on appointing a member of the Supervisory Board of Stopanska Banka AD Skopje;

4 6. Passing a Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, adopted by the Supervisory Board; Review and adoption of the Audited Financial Statements of Stopanska Banka AD Skopje for 2012 and the written opinion thereon, prepared by the Supervisory Board; Review and adoption of the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board; Passing a Decision on distribution of profits according to the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, proposed by the Supervisory Board; Passing a Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for 2012; Passing the Business Plan and Development Policy of Stopanska Banka AD Skopje for the period ; Review and approval of the Annual Report on operation of the Supervisory Board of Stopanska Banka AD Skopje for 2012; Review of the Annual Audit Committee Report of Stopanska Banka AD Skopje for 2012; Review of the Annual Report on the operations of the Internal Audit Division for 2012, including the written opinion thereon, prepared by the Supervisory Board; Passing a Decision on adoption of the List of Net Debtors of Stopanska Banka AD Skopje, approved by the Supervisory Board; Annual review of the Corporate Governance Code of Stopanska Banka AD Skopje Chairperson informed the shareholders that no amendments to the Agenda were delivered within the legally prescribed period, after which she opened discussion on the same. One shareholder requested notification in relation to changes in the Bank management. For giving answer to this question, the Chairperson gave the floor to the proxy of majority shareholder NBG - R. Greece, Ms. Katerina Maridakis, who said that Mr. Diomidis Nikoletopoulos was proposed to replace Mr. Gligor Bishev at the position of Chief Executive Officer and Chairman of the Board of Directors, and as a member of the Board of Directors was nominated Ms. Milica Chaparovska, after obtaining approval from the Governor of the National Bank of the Republic of Macedonia, so the Board of Directors will consist of 4 (four) members Mr. Diomidis Nikoletopoulos, Mr. Toni Stojanovski, Mr. Theodoulos Skordis, and Ms. 4

5 Milica Chaparovska. Ms. Katerina Maridakis pointed out that all mentioned persons are successful managers of Stopanska Banka AD Skopje who will further continue to work successfully As nobody else asked the floor, the Chairperson proposed to vote on adopting the proposed Agenda. The shareholders or their representatives and proxies voted publicly by a show of hands. The proposed Agenda was adopted by the shareholders or their representatives and proxies with 16,588,505 votes-for (100%), 0 votes- AGAINST (0%), and 0 votes-abstained (0%) Considering that the first item was exhausted, it was proceeded to the second item of the Agenda - Review of the Minutes of the 31 st meeting of the Shareholders Assembly of Stopanska Banka AD Skopje. The Chairperson concluded that the Minutes were available for review to shareholders, after which she opened discussion on the same. As nobody asked the floor, the Chairperson proposed to vote on adopting the Minutes of the 31 st meeting of the Shareholders Assembly of Stopanska Banka AD Skopje. The shareholders or their representatives and proxies voted publicly by a show of hands. Minutes of the 31 st meeting of the Shareholders Assembly of Stopanska Banka AD Skopje were adopted by the shareholders or their representatives and proxies with 16,588,505 votes-for (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) Then, at a proposal of the Chairperson, it was proceeded to reviewing the third and fourth items of the Agenda together because they refer to the same issue - Passing a Statutory Decision on amending the Statute of Stopanska Banka AD Skopje and Determining the revised text of the Statute of Stopanska Banka AD Skopje. The Chairperson explained that the amendments were made in order to comply the Statute with the latest amendments to the Banking Law. The Chairperson informed the attendees that the proposed Statutory Decision was reviewed and approved by the Central Bank of RM and revised text of the Statute was prepared The Chairperson opened discussion upon the proposed Decision. Since nobody asked the floor, the Chairperson put the Proposal Decision and the revised text of the Statute of Stopanska Banka AD Skopje to a vote. The shareholders or their representatives and proxies voted publicly by a show of hands. In relation to passing the Statutory Decision on amending the Statute of Stopanska Banka AD Skopje and the Revised text of the Statute of Stopanska Banka AD Skopje, the shareholders or their representatives and proxies declared by 16,588,505 votes-for (100%), 0 votes AGAINST (0%) and 0 votes ABSTAINED (0%) The Chairperson concluded that the Assembly adopted the Decision on amending the Statute of Stopanska Banka AD Skopje and the Revised text of the Statute of Stopanska Banka AD Skopje, and they are Appendix A and Appendix B to these Minutes, placed in the file of this case

6 The Assembly proceeded to item five of the Agenda Passing a Decision on appointing a member of the Supervisory Board of Stopanska Banka AD Skopje. The Chairperson explained that by this Decision was proposed to the Shareholders Assembly to appoint Mr. Constantinos Vossikas a member of the Bank Supervisory Board, and it was concurrently proposed to the Shareholders Assembly to confirm the term of office termination as Supervisory Board member to Mr. Dimitrios Frangetis. The Chairperson also explained that in compliance with the Banking Law, the Decision on appointing Mr. Vossikas shall come into force on the date when relevant approval on appointing the Supervisory Board member is obtained from the Governor of the Central Bank of RM, after which she opened a discussion on this item. As nobody asked the floor, the Chairperson put the Decision on appointing Mr. Constantinos Vossikas as member of the Bank Supervisory Board to a vote. The shareholders or their representatives and proxies voted publicly by a show of hands. Regarding the adoption of the Decision on appointing Mr. Constantinos Vossikas as member of the Bank Supervisory Board, the shareholders or their representatives and proxies declared by 16,588,505 votes- FOR (100%), 0 votes AGAINST (0%), and 0 votes ABSTAINED (0%) The Chairperson concluded that the Shareholders Assembly adopted the Decision on appointing Mr. Constantinos Vossikas as member of the Bank Supervisory Board, and it concurrently confirmed the termination of the term of office to the Supervisory Board member Mr. Dimitrios Frangetis. The Decision on appointing Mr. Constantinos Vossikas as member of the Bank Supervisory Board is Appendix C to these Minutes, placed in the file of this case. The Chairperson thanked Mr. Frangetis for his contribution in the work of the Bank Supervisory Board, and wished Mr. Vossikas a successful work Then, it was proceeded to the sixth item of the Agenda Passing a Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, adopted by the Supervisory Board. The Chairperson concluded that the Decision and supporting materials were available to shareholders for review, and she opened discussion upon it. Since nobody asked the floor, the Chairperson put to a vote the Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD Skopje for The shareholders or their representatives and proxies voted publicly by a show of hands. Regarding the adoption of the Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, the shareholders or their representatives and proxies declared by 16,588,505 votes- FOR (100%), 0 votes AGAINST (0%) and 0 votes ABSTAINED (0%) The Chairperson concluded that the Assembly adopted the Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, and it represents Appendix D to these Minutes, placed in the file of this case. --- Upon the seventh item of the Agenda - Review and adoption of the Audited Financial Statements of Stopanska Banka AD Skopje for 2012 and the written opinion 6

7 thereon, prepared by the Supervisory Board, The Chairperson concluded that the Reports and written opinion for the same prepared by the Supervisory Board of the Bank were available to the shareholders, and opened the discussion for the same. A shareholder took the floor and asked for an explanation under which conditions and where the Bank has deposited assets. The representative of the auditor, Ms. Lydia Nanush, answered that all required Information were listed in the Reports and if the auditor had remarks on irregularities, they would concluded it in the Reports. Mr. Diomidis Nikoletopulos added that the deposits and placements of the Bank are made under common interest and terms in accordance with the internal policy of the Bank. Also Mr. Toni Stojanovski informed the shareholders that the bank makes its own placements only in countries that have no risk for the capital of the Bank. The Secretary of the Bank explained to the shareholders that for all information they can call the competent departments of the Bank at any time and to be given a written answer. The Chairperson asked the shareholders, in interest of the time, to refrain discussing on topics that are out of the Item on the Agenda Considering the fact that no one called for discussion, the Chairperson put to the vote the Reviewed and Audited Financial Statements of Stopanska Banka AD Skopje for 2012 and the written opinion thereon, prepared by the Supervisory Board. The shareholders or their representatives voted in public by show of hands. For adoption of the Reviewed Financial Statements of Stopanska Banka AD Skopje for 2012 and the written opinion thereon, prepared by the Supervisory Board, the shareholders, i.e. their proxies voted by votes -FOR (100%), 0 votes-against (0%), and 0 votes-abstained (0%) The Chairperson stated that the Assembly adopted the Reviewed and Audited Financial Statements of Stopanska Banka AD Skopje for 2012 and the written opinion thereon, prepared by the Supervisory Board, and it constitute Appendix E to this Minutes that is found in the case records Then they proceeded to Item 8 (eight) of the Agenda - Review and adoption of the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board. The Chairperson stated that the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board, was made available to the shareholders and opened a discussion on it. A shareholder called for discussion and asked for additional explanation related to the written off claims of the Bank. Mr. Toni Stojanovski answered to the question explaining the policy and methodology of acting of the Bank in terms of write off of claims, who added that additional information may be obtained in accordance with the law. 7

8 The shareholder who asked the question said (s)he was satisfied by the correct conduct of the Bank services in respect of providing the requested information Considering the fact that no one else called for discussion, the Chairperson put to vote the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board. The shareholders or their representatives voted in public by show of hands. For adoption of the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board, the shareholders, i.e. their proxies voted by votes -FOR (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Annual Report on operation of Stopanska Banka AD Skopje in 2012 and the written opinion thereon, prepared by the Supervisory Board, and it constitute Appendix F to this Minutes that is found in the case records On the ninth Item of the Agenda, Adopting a Decision on distribution of profits according to the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, proposed by the Supervisory Board, the Chairperson stated that the Decision on distribution of profits according to the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012 was made available to the shareholders and opened a discussion on it. Many shareholders called and participated in the discussion on this item indicating that in the period before the meeting of the Assembly, speculative information were transmitted to the public through the press that affected the value of the bank s shares which information was supposed to be denied by the Bank. Response to this was given by the Secretary of the Bank and Mr. Skordis, who said that the Bank can deny only the information in the press that are under the competence of the Bank and can not stop and speak on the speculations of journalists and economic analysts. The question of why the Bank is not paying dividend to the shareholders since it does have a high level of capital adequacy; the Bank responded that the decision on distribution of profits is taken in accordance with the relevant laws, at the proposal of the Supervisory Board, with appropriate explanation. Mr. Diomidis Nikoletopulos added that this decision is aimed at strengthening the Bank by increasing its capital and strengthening the stability of the bank, especially in current conditions of uncertainties in the global and domestic market. Considering the fact that no one else called to discuss, the Chairperson put to the vote the Decision on distribution of profits according to the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, proposed by the Supervisory Board. The shareholders or their representatives voted in public by show of hands. Prior to approach to voting, the representative of one of the shareholders apologized because for immediate obligations had to leave the meeting, and also said that (s)he votes FOR this and all subsequent Items on the Agenda. For adoption of the Decision on distribution of profits according to the Annual Account and Financial Statements of Stopanska Banka AD Skopje for 2012, proposed by the Supervisory 8

9 Board, the shareholders, i.e. their proxies voted by votes-for (99.89%) votes -AGAINST (0.11%), and 0 votes-abstained (0%) The Chairperson stated that the Assembly adopted the Decision on distribution of profits of Stopanska Banka AD Skopje for 2012, and it constitute Appendix G to this Minutes that is found in the case records On the tenth Item of the Agenda - Adopting a Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for 2012, the Chairperson stated that the Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for 2012 was made available to the shareholders and opened a discussion on it. Considering the fact that no one called to discuss, the Chairperson put to the vote the Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for The shareholders or their representatives voted in public by show of hands. For adoption of the Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for 2012, the shareholders, i.e. their proxies voted by votes-for (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Decision on the manner of calculating and disbursing dividend to the holders of preferred shares of Stopanska Banka AD Skopje for 2012, and it constitutes Appendix H to this Minutes, found in the case records On the eleventh Item of the Agenda - Adopting the Business Policy and Development Plan of Stopanska Banka AD Skopje for the period , the Chairperson stated that the materials were made available to the shareholders and opened a discussion on it. Several shareholders discussed with the remark that the Development Plan does not include data on dividend policy and asked when and under what conditions, the Bank plans to pay dividends to holders of ordinary shares. The Bank responded that Shareholders Assembly adopts decisions on distribution of profits in accordance with relevant legislation. Considering the fact that no one called to discuss, the Chairperson put to the vote the Business Policy and Development Plan of Stopanska Banka AD Skopje for the period The shareholders or their representatives voted in public by show of hands for adoption of the Business Policy and Development Plan of Stopanska Banka AD Skopje for the period , the shareholders, i.e. their proxies voted by votes-for (99.96%) votes -AGAINST (0.04%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Business Policy and Development Plan of Stopanska Banka AD Skopje for the period , and it 9

10 constitutes Appendix I to this Minutes, found in the case records After voting on the eleventh Item on the Agenda, one of the shareholders with 5860 votes left the meeting, thus the quorum for the work meeting of the Assembly for further operation and bringing decisions was 16,582,645 votes, which represents 94.97%% of the total number of ordinary voting shares On the twelfth Item of the Agenda - Review and approval of the Annual Report on operation of the Supervisory Board of Stopanska Banka AD Skopje for 2012, the Chairperson stated that the Decision was made available to the shareholders and opened a discussion on it. Considering that no one asked to discuss, the Chairperson put to the vote the Decision on approval of the Annual Report on operation of the Supervisory Board of Stopanska Banka AD Skopje for The shareholders voted in public, by show of hands. For adoption of the Decision on approval of the Annual Report on operation of the Supervisory Board of Stopanska Banka AD Skopje for 2012, the shareholders, i.e. their proxies voted by votes-for (99.93%), votes- AGAINST (0.07%), and 0 votes - ABSTAINED (0%) The Chairperson stated that the Assembly adopted unanimously the Decision on approval of the Annual Report on operation of the Supervisory Board of Stopanska Banka AD Skopje for 2011, and it constitutes Appendix J to this Minutes, found in the case records On the thirteenth Item of the Agenda - Review of the Annual Audit Committee Report of Stopanska Banka AD Skopje for 2012, the Chairperson stated that the materials were made available to the shareholders and opened a discussion on it. Considering that no one asked to discuss, the Chairperson put to the vote the Annual Audit Committee Report of Stopanska Banka AD Skopje for The shareholders voted in public, by show of hands. For adoption of the Annual Audit Committee Report of Stopanska Banka AD Skopje for 2012, the shareholders, i.e. their proxies voted by votes-for (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Annual Audit Committee Report of Stopanska Banka AD Skopje for 2012, and it constitutes Appendix K to this Minutes, found in the case records On the fourteenth Item of the Agenda - Review of the Annual Report on the operations of the Internal Audit Division for 2012, including the written opinion thereon, prepared by the Supervisory Board, the Chairperson stated that the materials were made available to the shareholders and opened a discussion on it. Considering that no one called for discussion, the Chairperson put to vote the Annual Report on 10

11 the operations of the Internal Audit Division for 2012, including the written opinion thereon, prepared by the Supervisory Board. The shareholders voted in public, by show of hands. For adoption of the Annual Report on the operations of the Internal Audit Division for 2012, including the written opinion thereon, prepared by the Supervisory Board, the shareholders, i.e. their proxies voted by votes- FOR (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Annual Report on the operations of the Internal Audit Division for 2012, including the written opinion thereon, prepared by the Supervisory Board, and it constitutes Appendix L to this Minutes, found in the case records On the fifteenth Item of the Agenda - Adopting a Decision on adoption of the List of Net Debtors of Stopanska Banka AD Skopje, approved by the Supervisory Board, the Chairperson stated that the Decision was made available to the shareholders and opened a discussion on it. One shareholder asked how one can get a list of net borrowers of Stopanska Banka AD - Skopje. The Secretary of the Bank said that the list of net debtors can be given and published in accordance with the relevant legal procedures, given that it contains personal data. Considering that no one called for discussion, the Chairperson put to the vote the Decision on adoption of the List of Net Debtors of Stopanska Banka AD Skopje, approved by the Supervisory Board. The shareholders voted in public, by show of hands. For adoption of the Decision on adoption of the List of Net Debtors of Stopanska Banka AD Skopje, approved by the Supervisory Board, the shareholders, i.e. their proxies voted by votes- FOR (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%) The Chairperson stated that the Assembly adopted the Decision on adoption of the List of Net Debtors of Stopanska Banka AD Skopje, approved by the Supervisory Board, and it constitutes Appendix M to this Minutes, found in the case records They proceed to the sixteenth Item of the Agenda - Annual review of the Corporate Governance Code of Stopanska Banka AD Skopje. The Chairperson stated that the materials were made available to the shareholders and opened a discussion on it. A shareholder called for word and asked for the protection of personal data in the Minutes of the meetings of the Assembly the shareholders name not specified by name, registration number and number of voting shares. The Secretary of the Bank said that the Bank would comply with this request of the shareholders. Considering that no one else called for discussion, the Chairperson put to the vote the Corporate Governance Code of Stopanska Banka AD Skopje. The shareholders voted in public, by show of hands. For adoption of the Corporate Governance Code of Stopanska Banka AD Skopje, the shareholders, i.e. their proxies voted by votes-for (100%), 0 votes-against (0%), and 0 votes- ABSTAINED (0%)

12 The Chairperson stated that the Assembly adopted unanimously the Corporate Governance Code of Stopanska Banka AD Skopje, and it constitutes Appendix N to this Minutes, found in the case records After concluding that all Items on the Agenda were exhausted, the Chairperson thanked all present shareholders and proxies for attending and participating in the work of the Assembly, after which she adjourned the meeting at 13 (thirteen) o clock and 40 (fourty) minutes I hereby confirm that I had personally made this Deed and personally read it to the Assembly Chairperson, and I warned him of the legal consequences arising from this legal matter The participant declared to accept the legal consequences arising from this legal matter and that the contents of this Notary Deed fully correspond to the activities at the meeting of the Assembly This Notary Deed was made on eleven pages of t eleven sheets of paper. One copy was given to the Chairperson, as well as Stopanska Banka AD Skopje, National Bank of the Republic of Macedonia, and the National Bank of the Republic of Macedonia received one copy each. The original document of the Notary Deed shall be kept in my archive Notary charges under the tariff number 28 of the Law on stamp duties in the amount of MKD was charged and cancelled on the copy that remains for filing away (the Original) Notary fee was calculated in the amount of MKD 10, For the Participant in the procedure, the Chairperson Ms. Sonja Bibanovska, h.w. Zorica Pulejkova Notary Public 12