MATERIALS FOR THE 30 TH AGM OF DEŽELNA BANKA SLOVENIJE D. D.

Transcription

1 30 th ANNUAL GENERAL MEETING OF DEŽELNA BANKA SLOVENIJE D. D. MATERIALS FOR THE 30 TH AGM OF DEŽELNA BANKA SLOVENIJE D. D. Ljubljana, 12 September 2014 Member of the Management Board Mojca Štajner President of the Management Board Sonja Anadolli President of the Supervisory Board Peter Vrisk 1

2 Pursuant to Article 242 of the Banking Act (Official Gazette RS No 131/06, with amendments and supplements) and item 2 of the Bank of Slovenia Decree PBH / dated 24 June 2014 and received 1 July 2014 as amended by Decision PBH / dated 8 and received 11 August 2014, with reference to Articles 41, 48 and 49 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 11 June 2013, effective 14 June 2013), in compliance with the stipulations of Articles 4 to 11 of the Deželna banka Slovenije d. d. General Meeting Rules of Procedure dated 24 June 2010, and in compliance with the provisions of the Companies Act (Official Gazette RS No 42/06, with amendments and supplements) and the Markets in Financial Instruments Act (Official Gazette RS No 67/07, with amendments and supplements), the Bank's Management Board together with the Supervisory Board hereby gives N O T I C E That the 30 th Annual General Meeting of Deželna banka Slovenije d. d. (»AGM«) Will be held at the Bank's registered office at Kolodvorska 9 in Ljubljana, Slovenia, On Tuesday, 14 October 2014, at 9 a.m. With the following AGENDA: 1. Call to order, establishment of a quorum, election of the AGM Chairman and Verification Committee, and establishment of the presence of the notary public. Proposed resolutions: The Management Board and Supervisory Board propose that the Bank AGM pass the following resolutions: 1.1. The AGM hereby elects: a) The AGM Chairman: Maša Grgurevič Alčin, b) Verification Committee: - Chairman: Nikolaj Maver, - Member: Elizabeta Tavčer Jurček The notarial protocol of the AGM will be drawn up by the notary public Bojan Podgoršek. The two resolutions require for their adoption a majority of the votes cast. 2. Share capital increase by means of in-cash contributions. Proposed resolutions: The Management Board and Supervisory Board propose that the Bank AGM pass the following resolutions: 2

3 2.1. The AGM is informed that on 1 July 2014 Deželna banka Slovenije d. d. (hereafter: Bank) received the Bank of Slovenia Decree PBH / dated 24 June 2014 (hereafter: Decree) and on 11 August 2014 the Bank of Slovenia Decision PBH / dated 8 August 2014, ordering the Bank to call an AGM by 15 October 2014 and increase its share capital by 31 December The Bank's share capital which as at the date of the adoption of this AGM resolution amounts to EUR 15,786, and is divided into 3,783,000 ordinary regular no par value shares (hereafter: existing shares), shall increase by maximally EUR 4,636, so that it amounts to maximally EUR 20,422, and is divided into maximally 4,894,112 ordinary regular no par value shares after the increase Share capital will increase by means of a new issue of ordinary regular no par value shares (hereafter: newly issued shares): issuer: Deželna banka Slovenije d. d., Kolodvorska ulica 9, 1000 Ljubljana, Slovenia; company ID number: ; purpose of issue: share capital increase by means of in-cash contributions; issue date: set as at the date when the share capital increase is recorded in the register of companies; share characteristics: ordinary regular no par value shares with limited transferability, issued in dematerialised form, ISIN SI , ticker symbol SZBR, of the same class as existing shares; number of shares: maximally 1,111,112; rights attached to shares: shareholders have the right to participate in the management of the Bank, the right to dividend payments, and the right to a proportionate amount of remaining assets after winding up or bankruptcy; selling price: EUR 9.00 (issue price per share); proportionate amount per one share: EUR ; total issue amount: maximally EUR 10,000,008.00; the final share capital increase amount equals the number of subscribed and paid new shares as multiplied by the relevant proportionate amount of one share in share capital The subscription for shares shall include completing and signing a written commitment (share certificate). Shares shall be paid in EUR cash, to the Deželna banka Slovenije d. d. settlement account. Shares will only be considered subscribed when fully paid. The subscription of shares will take place at venues specified in the Offering Prospectus Shares will be offered to the public in compliance with the regulations governing markets in financial instruments. The public offering of shares will be based on the Offering Prospectus as previously approved by the Securities Market Agency. The method of selling shares during the public offering, the time frame for all the related activities, and all other terms and conditions of issue as well as additional information on the offering will be stipulated in the Offering Prospectus Existing shareholders, i.e. the shareholders recorded in the share register as at the day the Securities Market Agency approves the Offering Prospectus, have the pre-emptive right to subscribe to new shares. Each existing shareholder will have the right to subscribe to new shares in proportion to their stake in share capital. The number of new shares that existing shareholders have entitlements to, is calculated using the ratio between the number of new shares and the number of existing shares (ratio: ) considering the number of existing shares held by each existing shareholder. The thus calculated number is rounded upwards, 3

4 and each existing shareholder is entitled to subscribe to at least one new share. Shares must be subscribed and paid through pre-emptive rights within 30 days (first round) of the date the Offering Prospectus is published, counting from the 1 st working day after publication After the period from item 2.6. hereunder has elapsed, the shares that were not subscribed through pre-emptive rights will be offered to the interested existing shareholders and external investors (second round). Should the number of shares subscribed and paid in the second round exceed the available stock, existing shareholders from item 2.6. hereunder will have priority in the allocation of new shares. Should the number of shares subscribed and paid by existing shareholders exceed the available stock, shares will be distributed among them in proportion to their stakes in share capital. There are no specific limitations as to the subscription of new shares. Should existing shareholders not subscribe and pay all the available new shares, the remaining new shares will be distributed to external investors. External investors will receive new shares proportionate to their subscription; details will be laid down in the Offering Prospectus. The subscription and payment of shares in the second round will last until inclusive 31 December The capital increase will be considered successful provided that at least 666,667 newly issued shares in the total amount of at least EUR 6,000, are subscribed and paid in the specified time frames and in the manner stipulated in items 2.3, 2.6 and 2.7 and in the Offering Prospectus. Should the capital increase fail, shareholder subscribers will be reimbursed for their payments, without interest, within eight days of the deadline for the subscription and payment of shares All newly issued shares will bear the same entitlements and rights for their holders as the Bank's existing shares. The newly issued shares will be issued in dematerialised form. After the share capital increase is recorded in the register of companies and publicly evidenced in the business register, new shares will be entered in the central securities register run by KDD d. d Should the implementation of the share capital increase under this AGM resolution not be recorded in the companies register by 31 March 2015 at the latest, subscriptions will become non-binding and the Bank will reimburse shareholder subscribers for their payments, without interest, within eight days The AGM hereby authorises the Bank's Supervisory Board to adopt amendments and supplements to the Bank's Statutes in order to harmonise its text with the implemented share capital increase, and authorises the Supervisory Board and the Management Board to record Resolutions on the Increase of Share Capital in the register of companies. Resolutions under item 2 require for their adoption at least a three quarters majority of the share capital represented in the vote. 4

5 * * * Eligibility conditions for attending and voting at the 30 th Annual General Meeting of Deželna banka Slovenije d. d.: At the 30 th AGM of Deželna banka Slovenije d. d., shareholders will decide on the proposed resolutions with respect to individual items on the agenda. Pursuant to the provisions of the Companies Act (hereafter: ZGD-1), and applying the Deželna banka Slovenije d. d. Statutes (hereafter: Statutes) and General Meeting Rules of Procedure, only those shareholders that are recorded as holders of the Bank s shares in the share register (central registry of dematerialised securities) of the Slovenian Central Securities Clearing Corporation KDD at the end of the 4 th (fourth) day prior to the AGM, thus on 10 October 2014, and those that announce their attendance in writing not later than at the end of the same day, may attend the AGM and cast their vote. Shareholders shall confirm their attendance: In person, by visiting the Bank's Secretariat at Kolodvorska ulica 9 in Ljubljana, Slovenia; or By faxing a notice labelled»for the Annual General Meeting«to (+386) 01 / ; or In writing, by mailing their confirmation with registered mail to the Bank's head office at Kolodvorska ulica 9, 1000 Ljubljana, Slovenia and labelling it»for the Annual General Meeting«. THE FINAL DAY FOR SENDING ATTENDANCE NOTICES IS 10 OCTOBER Shareholders may exercise their rights at the AGM in person, via authorised representatives or by proxy. At the AGM venue all attending shareholders are invited to register with the Bank's clerk from 8.00 a. m. at the registry desk. By signing their name on the list of registered shareholders, shareholders, authorised representatives or proxies confirm their presence at the AGM. In order to attend the AGM, shareholders individuals, authorised representatives and proxies shall prove their identity by presenting a valid ID, and proxies shall also present a valid proxy form in case it had not been presented upon initial registration for the AGM. The Bank's share capital is divided into 3,783,000 ordinary registered shares. On the day of the notice convening the AGM, 3,772,235 shares are recorded in the central registry of dematerialised securities. The two figures differ due to 10,765 shares not being dematerialised yet. Unless their shares are dematerialised in time for the change to be recorded in the central registry by the end of the fourth day prior to the AGM, holders of materialised shares shall have no voting rights at the 30 th AGM. The Bank, which holds 28,967 own shares, likewise has no voting rights at the 30 th AGM and neither do the shareholders that acquired their shares without the permission of the Bank Management Board or Supervisory Board as stipulated in Article 8 of the Statutes. After the notice convening the AGM is released to the public, any group of shareholders whose holdings together amount to one twentieth of share capital, may ask in writing that an additional item be added to the agenda. Their request shall be supplemented with a written proposal of the resolution to be considered by the AGM, or with an explanation of the additional agenda item. Such a request shall be mailed to the Bank's head office not later than 7 (seven) days after this notice is released to the public. 5

6 Shareholders my file proposed resolutions (hereafter: counterproposal) in writing to any item of the AGM agenda. Counterproposals shall be published in the statutory manner if and only if: the shareholder provides the Bank with a reasonably substantiated proposal within 7 (seven) days after the notice convening the AGM had been released to the public, and the shareholder informs the Bank that it intends to object to the proposal put forward by managerial and supervisory bodies and that it intends to motivate other shareholders to support their own proposal. Shareholders will be able to exercise their right of being informed at the AGM pursuant to the conditions laid down in Article 305 of the ZGD-1. Materials for shareholders with explanations of proposed resolutions, the Bank's Statutes, the Bank of Slovenia Decree and the information on the rights of shareholders under Articles 298, 300, 301 and 305 of the ZGD-1 are available to shareholders on the website (»Novice«) and at the Bank's head office in Ljubljana. The head office address is Kolodvorska ulica 9, Ljubljana, Slovenia. All the above materials can be obtained there in the Legal Affairs Section each working day between 10 and 12 a. m., when shareholders can also receive materials for the AGM. On the day of the AGM, materials will be available to shareholders at the registry desk. Ljubljana, 12 September 2014 Member of the Management Board Mojca Štajner President of the Management Board Sonja Anadolli President of the Supervisory Board Peter Vrisk 6

7 AGENDA ITEM 1 CALL TO ORDER, ESTABLISHMENT OF A QUORUM, ELECTION OF THE AGM CHAIRMAN AND VERIFICATION COMMITTEE, AND ESTABLISHMENT OF THE PRESENCE OF THE NOTARY PUBLIC 7

8 Materials related to agenda item 1 for the 30 th AGM of Deželna banka Slovenije d. d. CALL TO ORDER, ESTABLISHMENT OF A QUORUM, ELECTION OF THE AGM CHAIRMAN AND VERIFICATION COMMITTEE, AND ESTABLISHMENT OF THE PRESENCE OF THE NOTARY PUBLIC. Pursuant to Article 18 of the Deželna banka Slovenije d. d. General Meeting Rules of Procedure, the AGM first elects the AGM Chairman and a two-member Verification Committee, then it records the presence of the notary public. The proposed 30 th AGM Chairman is Maša Grgurevič Alčin. With respect to the two-member Verification Committee, Nikolaj Maver, member of the Supervisory Board, is the proposed Chairman and Elizabeta Tavčer Jurček, a Bank employee, the proposed Member. The notarial protocol of the AGM will be drawn up by the notary public Bojan Podgoršek of Ljubljana. 8

9 Resolution on agenda item 1 for the 30 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 52 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 11 June 2013) and Articles 17 and 18 of the Deželna banka Slovenije d. d. General Meeting Rules of Procedure, the Management and Supervisory Board hereby propose to the Bank AGM to pass the following R E S O L U T I O N S 1.1. The AGM hereby elects: a) The AGM Chairman: Maša Grgurevič Alčin, b) Verification Committee: - Chairman: Nikolaj Maver, - Member: Elizabeta Tavčer Jurček The notarial protocol of the AGM will be drawn up by the notary public Bojan Podgoršek. Member of the Management Board Mojca Štajner President of the Management Board Sonja Anadolli President of the Supervisory Board Peter Vrisk 9

10 AGENDA ITEM 2 SHARE CAPITAL INCREASE BY MEANS OF IN-CASH CONTRIBUTIONS 10

11 Materials related to agenda item 2 for the 30 th AGM of Deželna banka Slovenije d. d. SHARE CAPITAL INCREASE BY MEANS OF IN-CASH CONTRIBUTIONS. On 1 July 2014, Deželna banka Slovenije d. d. received the Bank of Slovenia Decree PBH / dated 24 June 2014 (hereafter: Decree) in which the Bank's Management Board is asked to raise additional own funds by no later than 30 September 2014 so that its total capital ratio from Article 92(1)(c) of Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms, and amending Regulation (EU) No 648/2012 (Official Journal No 176 as of 27 June 2013, p. 1) (hereafter: Regulation), reaches at least 11.4% and its tier 1 capital ratio from Article 92(1)(b) of the Regulation reaches at least 9.1%. Due to short deadlines, on 3 July 2014 the Bank requested the Bank of Slovenia to extend the deadline for the capital increase ordered by the Decree, and on 9 July 2014 supplemented its request. On 11 August 2014 the Bank received the Bank of Slovenia Decision PBH / dated 8 August 2014 in which the regulator informed the Bank it had approved its proposal and extended the deadline for the implementation of capital increase activities: the AGM could now be convened by 15 October 2014 and the Bank's share capital increased by 31 December Based on the received Decree the Bank's Management Board and Supervisory Board hereby propose to the AGM that share capital be increased by maximally EUR 4,636, by means of issuing maximally 1,111,112 new shares with the issue price of EUR 9.00 per share, so that the total issue amount is maximally EUR 10,000, Shares will be offered to the public in compliance with the regulations governing markets in financial instruments. The public offering of shares will be based on the Offering Prospectus as previously approved by the Securities Market Agency. The public offering will take place in two rounds, with the first round intended for existing shareholders that are recorded in the share register as at the day the Offering Prospectus is approved by the Securities Market Agency and that have the pre-emptive right to subscribe to new shares. The number of new shares that existing shareholders have entitlements to, is calculated using the ratio between the number of new shares and the number of existing shares (ratio: ) considering the number of existing shares held by each existing shareholder. The thus calculated number is rounded upwards, and each existing shareholder is entitled to subscribe to at least one new share. The first round will commence the following working day after the Offering Prospectus is published in the SEOnet system and on the issuer's website and will last 30 days. After the first round, the shares that are not subscribed through pre-emptive rights will be offered to the interested existing shareholders and external investors. Should the number of shares subscribed and paid in the second round exceed the available stock, existing shareholders will have priority in the allocation of new shares. Should the number of shares subscribed and paid by existing shareholders exceed the available stock, shares will be allocated in proportion to their existing stakes in share capital. There are no specific limitations as to the subscription of new shares. Should existing shareholders not subscribe and pay all the available new shares, the remaining new shares will be distributed to external investors. External investors will receive new shares proportionate to their subscriptions; details will be laid down in the Offering Prospectus. The second round will commence not later than on the 3 rd working day after the first round has ended, and will last until inclusive 31 December

12 The capital increase will be considered successful provided that at least 666,667 newly issued shares in the total amount of at least EUR 6,000, are subscribed and paid by inclusive 31 December Should the Bank not increase its share capital pursuant to the Regulation because the AGM will not pass the resolution authorising the share capital increase pursuant to the Regulation, or, should the capital increase be implemented on the basis of the AGM resolution but fail, the Bank of Slovenia will act in line with the Banking Act (Official Gazette RS No 131/06, with amendments) in order to ensure the stability of the banking system. 12

13 Resolutions on agenda item 2 for the 30 th AGM of Deželna banka Slovenije d. d. Pursuant to indents 9, 20 and 21 of Article 41(2) and indents 6 and 7 of Article 48(2) of the Deželna banka Slovenije d. d. Statutes, the Management Board and Supervisory Board hereby propose on the basis of the Bank of Slovenia Decree PBH / dated 24 June 2014 and received 1 July 2014 as amended by Decision PBH / dated 8 and received 11 August 2014 to the AGM to pass the following R E S O L U T I O N S on the increase of share capital by means of in-cash contributions 2.1. The AGM is informed that on 1 July 2014 Deželna banka Slovenije d. d. (hereafter: Bank) received the Bank of Slovenia Decree PBH / dated 24 June 2014 (hereafter: Decree), and on 11 August 2014 the Bank of Slovenia Decision PBH / dated 8 August 2014, ordering the Bank to call an AGM by 15 October 2014 and increase its share capital by 31 December The Bank's share capital which as at the date of the adoption of this AGM resolution amounts to EUR 15,786, and is divided into 3,783,000 ordinary regular no par value shares (hereafter: existing shares), shall increase by maximally EUR 4,636, so that it amounts to maximally EUR 20,422, and is divided into maximally 4,894,112 ordinary regular no par value shares after the increase Share capital will increase by means of a new issue of ordinary regular no par value shares (hereafter: newly issued shares): issuer: Deželna banka Slovenije d. d., Kolodvorska ulica 9, 1000 Ljubljana, Slovenia; company ID number: ; purpose of issue: share capital increase by means of in-cash contributions; issue date: set as at the date when the share capital increase is recorded in the register of companies; share characteristics: ordinary regular no par value shares with limited transferability, issued in dematerialised form, ISIN SI , ticker symbol SZBR, belonging to the same class as the existing shares; number of shares: maximally 1,111,112; rights attached to shares: shareholders have the right to participate in the management of the Bank, the right to dividend payments, and the right to a proportionate amount of remaining assets after winding up or bankruptcy; selling price: EUR 9.00 (issue price per share); proportionate amount per one share: EUR ; total issue amount: maximally EUR 10,000,008.00; the final share capital increase amount equals the number of subscribed and paid new shares as multiplied by the relevant proportionate amount of one share in share capital The subscription for shares shall include completing and signing a written commitment (share certificate). Shares shall be paid in EUR cash, to the Deželna banka Slovenije d. d. settlement account. Shares will only be considered subscribed when fully paid. The subscription of shares will take place at venues specified in the Offering Prospectus. 13

14 2.5. Shares will be offered to the public in compliance with the regulations governing markets in financial instruments. The public offering of shares will be based on the Offering Prospectus as previously approved by the Securities Market Agency. The method of selling shares during the public offering, the time frame for all the related activities, and all other terms and conditions of issue as well as additional information on the offering will be stipulated in the Offering Prospectus Existing shareholders, i.e. the shareholders recorded in the share register as at the day the Securities Market Agency approves the Offering Prospectus, have the pre-emptive right to subscribe to new shares. Each existing shareholder will have the right to subscribe to new shares in proportion to their stake in share capital. The number of new shares that existing shareholders have entitlements to, is calculated using the ratio between the number of new shares and the number of existing shares (ratio: ) considering the number of existing shares held by each existing shareholder. The thus calculated number is rounded upwards, and each existing shareholder is entitled to subscribe to at least one new share. Shares must be subscribed and paid through pre-emptive rights within 30 days (first round) of the date the Offering Prospectus is published, counting from the 1 st working day after publication After the period from item 2.6. hereunder has elapsed, the shares that were not subscribed through pre-emptive rights will be offered to the interested existing shareholders and external investors (second round). Should the number of shares subscribed and paid in the second round exceed the available stock, existing shareholders from item 2.6. hereunder will have priority in the allocation of new shares. Should the number of shares subscribed and paid by existing shareholders exceed the available stock, shares will be distributed among them in proportion to their stakes in share capital. There are no specific limitations as to the subscription of new shares. Should existing shareholders not subscribe and pay all the available new shares, the remaining new shares will be distributed to external investors. External investors will receive new shares proportionate to their amounts of subscribed shares; details will be laid down in the Offering Prospectus. The subscription and payment of shares in the second round will last until inclusive 31 December The capital increase will be considered successful provided that at least 666,667 newly issued shares in the total amount of at least EUR 6,000, are subscribed and paid in the specified time frames and in the manner stipulated in items 2.3, 2.6 and 2.7 and in the Offering Prospectus. Should the capital increase fail, shareholder subscribers will be reimbursed for their payments, without interest, within eight days of the deadline for the subscription and payment of shares All newly issued shares bear the same entitlements and rights for their holders as the Bank's existing shares. The newly issued shares will be issued in dematerialised form. After the share capital increase is recorded in the register of companies and publicly recorded in the business register, they will be entered in the central securities register run by KDD d. d Should the implementation of the share capital increase under this AGM resolution not be recorded in the companies register by 31 March 2015 at the latest, subscriptions will become non-binding and the Bank will reimburse shareholder subscribers for their payments, without interest, within eight days The AGM hereby authorises the Bank's Supervisory Board to adopt amendments and supplements to the Bank's Statutes in order to harmonise its text with the implemented share 14

15 capital increase, and authorises the Supervisory Board and the Management Board to record Resolutions on the Increase of Share Capital in the register of companies. Resolutions under item 2 require for their adoption at least a three quarters majority of the share capital represented in the vote. Member of the Management Board Mojca Štajner President of the Management Board Sonja Anadolli President of the Supervisory Board Peter Vrisk 15