NOTARY PUBLIC Zorica Pulejkova GBR No. 1087/16 NOTARY DEED - ORIGINAL DOCUMENT

Transcription

1 NOTARY PUBLIC Zorica Pulejkova GBR No. 1087/16 For the region of First Instance Courts of the City of Skopje Kuzman Josifovski Pitu 15 NOTARY DEED - ORIGINAL DOCUMENT December 15 th, In Skopje, at 12 (twelve) o clock, 0 (zero) minutes I, Zorica Pulejkova, Notary Public, with registered office on Blvd. Kuzman Josifovski Pitu No. 15 in Skopje, on , at the invitation of STOPANSKA BANKA AD Skopje, with registered office on str. 11 Oktomvri No. 7 in Skopje, was present on the extraordinary session of the Bank s Shareholders Assembly which was held in the Bank s Head office on str. 11 Oktomvri No. 7 in Skopje, at 12 (twelve) o clock, where, pursuant to the Law on Notary and Article 407 about Article 383 paragraph 3 of the Law on Trade Companies, I composed the following MINUTES OF THE SHAREHOLDERS ASSEMBLY of STOPANSKA BANKA AD Skopje STOPANSKA BANKA AD Skopje, at my request, presented the following documentation: Current Status of the Bank from the Trade Register and the Register of Other Legal Entities issued by the Central Register, Regional Registration Office Skopje, upon which I determined that STOPANSKA BANKA AD Skopje, with registered office on Str. 11 Oktomvri No. 7 in Skopje, is registered in the Trade Register with Company No ; Shareholders Book of STOPANSKA BANKA AD Skopje, with status as of , in which the Company s shareholders are recorded, with total number of common shares 17,460,180 and total number of votes 17,460,180, as well as Company s shareholders, with total number of preferred shares 227,444, without a right to vote Attendance List of Shareholders, owners of common shares or their representatives, with number of shares i.e. votes. Based on the mentioned list, after its verification, it was determined that on the Assembly s session are present shareholders of the Bank with a total of 16,559,741 votes, which represents 94,84% of the total number of common voting shares The Chairperson of the previous Shareholders Assembly of Stopanska Banka AD - Skopje, Mrs. Natasha Trpenoska Trenchevska, opened the meeting and greeted the attendees. Then, she invited Mr. Bojan Bogevski, Advisor in the Chairman s Office, to continue with the 1

2 selection of the Assembly s bodies. Mr. Bogevski proposed Mrs. Natasha Trpenoska Trenchevska, who is a shareholder in Stopanska Banka AD Skopje, as chairperson of the Assembly s session, himself as Vote Counter and Mrs. Zorica Pulejkova, the Notary Public from Skopje, as Minutes Taker. Shareholders i.e., their representatives and proxies vote publicly, by raising hands. The shareholders voted IN FAVOUR of the proposal with 16,559,741 votes, without any votes against or abstaining Mrs. Natasha Trpenoska Trenchevska, whose identity I determined based on her ID Card, by reviewing the Attendance List, ascertained that present on the session are shareholders and their representatives (owners of common shares) with a total of 16,559,741 votes, which represent 94.84% of the total number of common shares. Therefore, she concluded that there is a quorum for the operation of the Assembly and for passing valid decisions according to the proposed Agenda The Chairperson clarified that the Agenda for this session is proposed by the Bank s Supervisory Board and the same has been included in the Public Call published in the Utrinski Vesnik newspaper, on November 15 th, 2016, by which all shareholders of the Bank were invited to participate on the Assembly. For the Assembly, the following Agenda was proposed: AGENDA 1. Election of Chairperson, Notary Public and Vote Counter; Review of the Minutes of the 39th session of the Shareholders Assembly; Passing a Decision on Amending the Statute; Determination of the revised text of the Statute; Passing a Decision on determining the amount and manner of dividend distribution The Chairperson informed the shareholders that no amendments to the Agenda were proposed within the legally prescribed period, after which she opened a discussion on the proposed Agenda. Since no one had any comment, the Chairperson requested to vote, by show of hands, and 16,559,741 votes for IN FAVOUR, without against or abstaining votes The Chairperson noted that the Agenda is unanimously adopted The Assembly passed to the second item of the Agenda Review of the Minutes from the 39 th session of the Shareholders Assembly of Stopanska Banka AD Skopje. The Chairperson noted that the Minutes were prepared, signed and available for review to the shareholders, in accordance with Article 407 of the Law on Trade Companies The Chairperson opened the discussion (without decision-making right) regarding the Minutes of the previous meeting. Since nobody requested the floor, the Chairperson concluded that the Assembly reviewed the Minutes from the 39th meeting of the Shareholder Assembly of Stopanska Banka AD - Skopje without any remarks

3 Regarding item 3 Passing a Decision on Amending the Statute, and item 4 Determination of the revised text of the Statute, the Chairperson proposed that these items are reviewed together. She explained that in October 17 th, 2016 the Banking Law was amended. The main changes are related to the introduction of the new capital requirements and the introduction of the concept of systematically important banks. In addition, important amendments related to the corporate governance were introduced, i.e. in operations, reporting and responsibilities of the bodies of the banks. In order to be fully compliant with the latest amendments of the Banking Law, in November 14 th, 2016 the Supervisory Board passed a Decision on amending the Statute of Stopanska Banka AD Skopje incorporating the new requirements of the Banking Law. In accordance with the legal procedure for adoption of the statute, the Decision on amending the Statute of SB was submitted to the Central Bank for consent. By a letter dated December 2 nd, 2016, the National Bank requested that the Decision approved by the Supervisory Board should incorporate certain technical amendments and the final revised text of the Decision was given for adoption by the Assembly of Shareholders. The Chairperson opened the discussion on the proposals related to items 3 and 4 of the Agenda A shareholder took the floor and asked whether the Basel III standards provide that the Bank can use subordinated loans. The Chief Risk Officer and member of the Board of Directors, Mr. Toni Stojanovski, responded that the Basel III standards set out rules for several financial instruments including the subordinated loans The shareholder who asked the question said that he is against the proposal because using of subordinated loans may negatively impact the interests of the minority shareholders Since no further clarifications were requested, the Chairperson asked to vote for the Decision on Amending the Bank s Statute and the Revised Text of the Statute. The Shareholders i.e., their representatives and proxies voted publicly, by raising hands. For the adoption of the proposal, the shareholders i.e. their representatives and proxies, voted with 16,553,414 votes IN FAVOUR, 6,200 votes AGAINST and 400 votes ABSTAINED Therefore, the Chairperson concluded that the Statutory Decision on Amending the SB s Statute and the Revised text of the SB s Statute were adopted with sufficient majority, and that the same shall be depicted in Attachment A and B to this Minutes found in the case file Then the fifth item of the agenda was presented - Passing a Decision on Determining the Amount and Manner of Dividend Distribution. The Chairperson clarified that, having into consideration the on-going excellent results of the Bank during the last years, the solid capital position, and the minority shareholders expectations as well, it is proposed that part of 2014 and 2015 profits are distributed, as gross dividend to the common shares in the amount of MKD 2,776,168, i.e. gross dividend of MKD 159 per share, with payment commencement date The Chairperson opened the discussion on this item

4 A shareholder requested the floor, saluted the decision and stated that such a decision is supported by most of the minority shareholders. He also expressed his wish to the management to continue the excellent results in the future Another shareholder asked whether the decision on distributing a significant amount of the Bank s profits as a dividend will affect the Bank s capital adequacy and whether the Bank s Business Plan adopted within 2016 will be revised. Mr. Diomidis Nikoletopoulos, Chief Executive Officer and Chairman of the Board of Directors, responded that the dividend will be from the profits generated in 2014 and 2015 which the shareholders allocated to retained earnings and as such it will not affect the capital adequacy which will stay unchanged and at around 16%, the highest level of capital adequacy ratio among the biggest banks in the country. Therefore, the Decision will not affect the Bank s strategy, having in mind that it is expected to achieve record profits in 2016 as well. A shareholder requested the floor and asked whether there is a plan for conversion of the preferred shares into common shares, and whether the bank will provide a dividend the following year as well Those questions were also answered by Mr. Diomidis Nikoletopoulos, who said that these decisions are not within the authority of the Bank s management but rather depend on the shareholders Given that no one else asked for the floor, the Chairperson requested to vote on the Decision on Determining the Amount and Manner of Dividend Distribution. The Shareholders i.e., their representatives and proxies voted publicly, by raising hands. For the proposed Decision on Determining the Amount and Manner of Dividend Distribution the shareholders i.e. their representatives, voted with 16,559,741 votes IN FAVOUR, 0 votes AGAINST and 0 voted ABSTAINED The Chairperson concluded that the Assembly unanimously adopted the Decision on Determining the Amount and Manner of Dividend Distribution and the same shall be represented in the Attachment B of these Minutes, found in the case file After concluding that all items of the Agenda have been approved, the Chairperson thanked the shareholders and their proxies for their participation on the Assembly and closed the session at 12 (twelve) o'clock and 20 (twenty) minutes I hereby certify that I, personally, composed this act and personally read it to the Assembly s Chairperson and that I warned her about the legal consequences arising of this legal matter. The participant stated that she accepts the legal consequences arising of this legal matter and that the content of this notarial act completely corresponds to the actions occurred on the Assembly s session This notarial act is composed of six pages. One copy was given to the chairperson, one for Stopanska Banka AD Skopje, National Bank and the Central Register. 4

5 The original document of the notarial act is kept into my archives Notarial fee according to Tariff No. 28 of the Law on Court Fees in the amount of denars has been duly paid Notarial award, in the amount of MKD 10, pursuant to Article 41 of the Notarial tariff has been calculated Participant in the procedure, Chairperson Mrs. Natasha Trpenoska-Trenevska Notary Public Zorica Pulejkova 5

6 MINUTES For Received Signature Out of the Notary Office I, Zorica Pulejkova, Notary Public, with registered office on Blvd. Kuzman Josifovski Pitu No. 15 in Skopje, hereby certify that, at the request of the client to sign a Minutes of Assembly of Shareholders out of my notary office on this day of December 15 th, 2016 in Skopje, received on the minutes the signature of the following person: Mrs. Natasha Trpenoska-Trenchevska, born on April 17 th, 1967 in Ohrid, with residential address on Str. Rilski Kongres No. 103 in Skopje, with ID Card No. A , Personal Identification Number , issued by MoI Skopje, on (Name and surname, address and ID card number) name and surname signature In presence of witnesses: /// Type of document: Minutes of the Assembly of Shareholders Note: //// In Skopje, December 15 th, 2016 NOTARY PUBLIC Zorica Pulejkova 6