NOTARY DEED-ORIGINAL (FIRST)

Transcription

1 Republic of Macedonia NOTARY PUBLIC Zorica Pulejkova ODU number 334/12 Book VII for the region of Fist Instance Courts of the city of Skopje 15, Kuzman Josifovski Pitu Blvd. NOTARY DEED-ORIGINAL (FIRST) 25 July Two thousand and twelve, July, the twenty-fifth 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 25 July 2012 (two thousand and twelve, July, the twenty-fifth), 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, 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, with EMBS (company unique registration number) ; Share register of STOPANSKA BANKA AD Skopje, as of , at 12 hours, 06 minutes and 45 seconds for ordinary shares, and as of , at 12 hours, 16 minutes and 03 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 shareholders of ordinary shares or their representatives, with a number of voting 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 16,546,240 votes, representing 94.77% of the total number of voting ordinary shares, as follows: NBG S.A.-Greece, via authorized representatives Ms. Katerina Maridakis and Mr. Evangelos Drolias, with number of shares-16,524,590 and number of votes-16,524,590; OKTA AD Skopje, via authorized representative-mr. Srecko Shurkov, with number of shares-19,150 and number of votes-19,150; Ms. Sonja Bibanovska, with number of shares-2,500 and number of votes- 2,500; Taking into consideration that the Chairperson of the previous Assembly session was absent, the meeting was opened by Ms. Katerina Maridakis, representative of the majority shareholder, who proposed the shareholder Ms. Sonja Bibanovska to be elected a Chairperson for that meeting. Another proposal was not given by the present shareholders and their representatives, and the proposal Ms. Sonja Bibanovska to be elected a Chairperson of the Assembly was put to a vote. The shareholders and/or their representatives voted by show of hands. The shareholders and/or their representatives declared on the proposal for electing the shareholder Ms. Sonja Bibanovska a Chairperson of the Assembly with 16,546,240 votes-for (100%), 0 votes-against (0%), and 0 votes-abstained (0%) Ms. Katerina Maridakis concluded that the shareholder Ms. Sonja Bibanovska was unanimously elected Chairperson of the Assembly The Chairperson Ms. Sonja Bibanovska greeted the attendees, after which she concluded that all Bank shareholders were invited to attend the meeting of the Shareholders Assembly through the Public Call published in Nova Makedonija daily newspaper on , and proposed to determine a quorum for work and for passing valid decisions at the Assembly. From the review of the List of shareholders Ms. Sonja Bibanovska ascertained that the meeting was attended by the Bank shareholders of ordinary shares and their representatives or proxies, with total number of 16,546,240 votes, representing 94.77% of the total number of ordinary shares, so there was quorum for work of the Assembly according to the proposed Agenda The Chairperson explained that the Minutes of the meeting should be taken by Notary, and that for Notary to take the Minutes was proposed Zorica Pulejkova, Notary Public with registered office in Skopje. There was not any other proposal, due to which the proposal Notary Zorica Pulejkova to be elected Minutes Taker at the Assembly was put to a vote. The shareholders and/or their representatives voted publicly by a show of hands. For the proposal Notary Zorica Pulejkova to be elected 2

3 Minutes Taker at the Shareholders Assembly voted the shareholders, i.e. their representatives and proxies, with 16,546,240 votes-for (100%), 0 votes-against (0%), and 0 votes-abstained (0%) Ms. Maja Andreevska Blazevska was proposed by the Chairperson to be elected Vote Counter, and as there was no another proposal, the proposal Ms. Maja Andreevska Blazevska to be elected Vote Counter of the Assembly was put to a vote. The shareholders voted publicly by a show of hands. For the proposal Ms. Maja Andreevska Blazevska to be elected Vote Counter of the Assembly voted shareholders, i.e. their representatives and proxies, with 16,546,240 votes-for (100%), 0 votes-against (0%), and 0 votes-abstained (0%) Chairperson explained that the Agenda proposed for the meeting was announced in the Public Call published in Nova Makedonija daily newspaper on , by which all Bank shareholders were invited to participate at the Assembly, so for work at that meeting of the Shareholders Assembly was proposed the following A G E N D A 1. Election of Chairperson, Minutes Taker, and Vote Counter; 2. Review of the Minutes of the 29 th meeting of the Shareholders Assembly of Stopanska Banka AD Skopje; 3. Passing a Decision on appointing members of the Supervisory Board of Stopanska Banka AD Skopje, 4. Passing a Decision on determining remuneration of the members of the Audit Committee of Stopanska Banka AD Skopje, 5. Passing a Decision on appointing chartered audit company for the year 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. As nobody asked the floor, the Chairperson proposed to vote on adopting the proposed Agenda. The shareholders and/or their representatives voted publicly by a show of hands. The proposed Agenda was adopted by the shareholders i.e. their representatives with 16,546,240 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 29 th meeting of the Shareholders Assembly of Stopanska Banka AD Skopje. The Chairperson concluded that the 3

4 Minutes were available for review to shareholders, after which she opened discussion on the same. As nobody asked the floor, the Chairperson concluded that the Assembly reviewed the Minutes of the 29 th meeting of the Shareholders Assembly of Stopanska Banka AD Skopje, without any remarks Then, it was proceeded to the third item of the Agenda Passing a Decision on appointing members of the Supervisory Board of Stopanska Banka AD Skopje. The Chairperson clarified that in the course of 2011 the Supervisory Board members Mr. Konstantinos Bratos and Mr. Antonios Karras submitted their resignations from the function members of the Supervisory Board, while during 2012 Mr. Ioannis Kyriakopoulos and Mr. Agis Leopoulos submitted their resignations from the function members of the Supervisory Board. Taking into consideration the fact that it is prescribed by the Bank Statute the Supervisory Board to consist of eight members, by the aforementioned Decision was proposed to the Shareholders Assembly to confirm the term of office end of the aforementioned members, and to elect Mr. Spyridon Stavros Mavrogalos Fotis Assistant General Manager, Group Procurement and Administrative Support - National Bank of Greece S.A. Athens, and Mr. Konstantinos Bratos Manager, International Activities Division National Bank of Greece S.A. Athens, as members of SB Supervisory Board. It was also proposed the Assembly to confirm the appointment of the Supervisory Board member Ms. Dimitra Gkountoufa, as well as to confirm the full composition of the Supervisory Board of Stopanska Banka AD Skopje. The Chairperson opened discussion upon the proposed Decision. Since nobody asked the floor, the Chairperson put the Proposal Decision to a vote. The shareholders i.e. their representatives voted publicly by a show of hands. For the proposed Decision on appointing members of the Supervisory Board of Stopanska Banka AD Skopje, the shareholders i.e. their representatives declared by 16,546,240 votes-for (100%), 0 votes AGAINST (0%) and 0 votes ABSTAINED The Chairperson concluded that the Assembly adopted the Decision on appointing members of the Supervisory Board of Stopanska Banka AD Skopje, and she concurrently confirmed that by adopting the Decision the Shareholders Assembly appointed the new members and confirmed the election of the remaining members of the Supervisory Board of Stopanska Banka AD Skopje, while to all others it confirmed the end of their term of office. This Decision is Appendix A to these Minutes, placed in the material for this case The Chairperson took the opportunity to thank the previous members for their contribution to the work of the Supervisory Board and wished successful work to the newly appointed members The Assembly proceeded to item four of the Agenda Passing a Decision on determining remuneration of the members of the Audit Committee of Stopanska Banka AD Skopje. The Chairperson clarified that the remuneration of the Audit Committee members was regulated by previous decisions on their appointment, and it was not subject to adjustment for a long period of time, so it was proposed the monthly remuneration to amount to EUR 200. Then, the Chairperson opened 4

5 discussion upon the proposal. Mr. Srecko Shurkov, representative of the shareholder OKTA AD Skopje, asked for the floor and said that in the concrete case it would be more suitable to use the expression remuneration instead of award. The Chairperson explained that the word remuneration was used in the proposed Decision, and put the Decision to a vote. The shareholders i.e. their representatives voted publicly by a show of hands. Regarding the proposed Decision on determining the remuneration to the members of the Audit Committee of Stopanska Banka AD Skopje, the shareholders i.e. their representatives declared by 16,546,240 votes- FOR (100%), 0 votes AGAINST (0%) and 0 votes ABSTAINED The Chairperson concluded that the Assembly adopted the Decision on determining remuneration of the members of the Audit Committee of Stopanska Banka AD Skopje, and it is Appendix B to these Minutes, placed in the material for this case Then, it was proceeded to the fifth item of the Agenda Passing a Decision on appointing chartered audit company for the year The Chairperson opened discussion upon it. Since nobody asked the floor, the Chairperson put to a vote the Decision on selection of the audit company Deloitte DOOEL Skopje as authorized audit company for The shareholders i.e. their representatives voted publicly by a show of hands. Regarding the proposed Decision on appointing the audit company Deloitte DOOEL Skopje as authorized audit company for 2012, the shareholders i.e. their representatives declared by 16,546,240 votes- FOR (100%), 0 votes AGAINST (0%) and 0 votes ABSTAINED The Chairperson ascertained that the Assembly adopted the Decision on appointing the chartered audit company for 2012, and it represents Appendix C to these Minutes, placed in the material for this case After concluding that all items on the Agenda were exhausted, the Chairperson thanked all present shareholders and their representatives and proxies for attending and participating in the work of the Assembly, after which she adjourned the meeting at 12 (twelve) o clock and 20 (twenty) minutes I hereby confirm that I had personally made this deed and personally read it to the Assembly Chairperson, and that I warned her 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 Shareholders Assembly

6 This Notary Deed was made on six pages of six sheets of paper. One original was given to the Chairperson, as well as Stopanska Banka AD Skopje, National Bank of the Republic of Macedonia, and the Central Register the Republic of Macedonia received one original copy each. The original document of the Notary Deed shall be kept in my archives Notary charge according to tariff number 28 of the Law on stamp duties in the amount of MKD was duly collected Notary fee was calculated in the amount of MKD 10, For the Participant in the procedure, Chairperson Ms. Sonja Bibanovska, s.p. Notary Public Zorica Pulejkova (seal and signature) 6