ABANKA VIPA d.d. hereby announces that the

Transcription

1 ABANKA VIPA d.d. Slovenska 58, 1517 Ljubljana T F SWIFT: ABANSI2X The Management Board of Abanka Vipa d.d., Slovenska cesta 58, 1000 Ljubljana, on the basis of the provisions of the Financial Instruments Market Act, the Ljubljana Stock Exchange Rules, the Recommendations on Notification for Public Limited Companies and pursuant to the provisions of the Corporate Governance Code with amendments hereby announces that the 22 nd GENERAL MEETING OF ABANKA VIPA d.d. was held on 27 May 2010 at 1 pm at the Best Western Premier, Hotel Slon, Slovenska 34, Ljubljana, and chaired by the lawyer Stojan Zdolšek of Ljubljana in the presence of Tomaž Marinček, the president of the verifying committee, Mira Babič and Lučka Pucihar, members of the verifying committee and the notary public Bojan Podgoršek of Ljubljana. A total of 6,807,308 shares with voting rights of the 7,189,661 shares with voting rights were represented at the General Meeting, meaning that 94.68% of shares with voting rights were in attendance. Decisions on the following resolutions were made at the General Meeting: Resolution no. 1: The Bank's General Meeting appoints the following officers: 1. chairman: Stojan Zdolšek 2. vice-chairman: Branko Pavlin, MSc 3. verifying committee: Tomaž Marinček, chairman Mira Babič, member Lučka Pucihar, member A total of 6,807,307 votes were cast on this resolution, representing the same number of shares. A total of 6,807,206 votes were cast in favour of this resolution, representing % of all votes cast. A total of 101 votes were cast against this resolution, representing 0.001% of all votes cast. There was one abstaining share. Resolution no. 2: Distributable profit from the 2009 financial year in the amount of EUR 10,316, EUR is used as follows: the payment of dividends in the amount of EUR 4,530, Dividends per share amount to EUR The Bank will pay dividends no later than 90 days following the adoption of the relevant resolution at the General Meeting to shareholders entered in the share register as at 1 June The payment of dividends will be executed by transfer to the transaction accounts of legal persons and to the personal accounts of natural persons. The sum of unpaid dividends will be transferred to other profit reserves three years after the date of payment; other profit reserves in the amount of EUR 5,786, A total of 6,804,060 votes were cast on this resolution, representing the same number of shares. A total of 6,803,867 votes were cast in favour of this resolution, representing % of all votes cast. A total of 193 votes were cast against this resolution, representing 0.003% of all votes cast. There were 3,248 abstaining shares. ABANKA VIPA d.d., Slovenska 58, 1517 Ljubljana, Reg. št. vl. pri Okrožnem sodišču v Ljubljani: 1/02828/00, Matična številka: , Osnovni kapital: ,60 EUR, Identifikacijska številka za DDV: SI

2 Resolution no. 3: The Bank's General Meeting approves the work of members of the Management Board of Abanka Vipa d.d. for 2009 (discharge of liability). A total of 6,807,288 votes were cast on this resolution, representing the same number of shares. A total of 6,807,288 votes were cast in favour of this resolution, representing 100,000 % of all votes cast. There were no votes cast against this resolution. There were 20 abstaining shares. Resolution no. 4: The Bank's General Meeting approves the work of members of the Supervisory Board of Abanka Vipa d.d. for 2009 (discharge of liability). A total of 6,807,278 votes were cast on this resolution, representing the same number of shares. A total of 6,807,278 votes were cast in favour of this resolution, representing 100,000% of all votes cast. There were no votes cast against this resolution. There were 30 abstaining shares.. Resolution no. 5: The Bank's General Meeting adopts the Annual Internal Audit Report of Abanka Vipa d.d. for 2009 with the Supervisory Board s opinion. A total of 6,807,288 votes were cast on this resolution, representing the same number of shares. A total of 6,807,288 votes were cast in favour of this resolution, representing 100,000% of all votes cast. There were no votes cast against this resolution. There were 20 abstaining shares. Resolution no. 6 The following change to Abanka Vipa d.d.'s Articles of Association is adopted: The first paragraph of Article 15 of the Articles of Association is amended to read: "The Management Board, with the prior consent of the Supervisory Board in the period until 13 June 2013, is authorised to increase the Bank's share capital by the maximum amount of EUR 15,022,533.80, representing one-half of the Bank's share capital, through the issue of new ordinary shares for cash or non-cash contributions. New shares for non-cash contributions shall only be issued if the Republic of Slovenia pays up shares with its claim based on the payment of the guarantee set out in Article 86a of the Public Finance Act. The auditor is not required to review the issue of shares for non-cash contributions, provided the legally defined conditions for that purpose are met. The pre-emptive right to new shares shall be excluded if new shares are issued for non-cash contributions." This amendment to the Articles of Association shall enter into force on the day it is entered in the companies register. A total of 6,806,459 votes were cast on this resolution, representing the same number of shares. A total of 6,805,254 votes were cast in favour of this resolution, representing % of all votes cast. A total of 1,205 votes were cast against this resolution, representing 0.018% of all votes cast. There were 849 abstaining shares.

3 Resolution no. 7 The following amendments to Abanka Vipa d.d.'s Articles of Association are adopted: The final line of the introductory provision of the Articles of Association is amended as follows: a comma and the words "the General Meeting of Abanka Vipa d.d. adopted the amendments on 27 May 2010" are added after the word "amendments". The third paragraph of Article 16 of the Articles of Association is amended to read: "The payment of the distributable profit earmarked by the General Meeting for Bank employees and the members of the Management Board of the Bank may be effected in cash, shares or share purchase options." Article 18 of the Articles of Association is amended such that the words "members of the Supervisory Board" are deleted from the third indent of the aforementioned article. Article 36 of the Articles of Association is amended to read: "Shareholders whose joint holdings exceed one-twentieth of the share capital may request in writing that the Management Board convene a General Meeting. Written requests must include the agenda and the proposed resolution on which the General Meeting will take a decision. If the General Meeting does not adopt a resolution for a specific item on the agenda, an explanation of that item on the agenda must be attached." The first paragraph of Article 37 of the Articles of Association is amended such that the words "one month" are replaced by the words "30 days". The third paragraph of Article 37 of the Articles of Association is deleted. The first paragraph of Article 38 is amended to read: "The holders of regular shares, entered in the share register (central register) by the close of business four days prior to the convening of the General Meeting and who have registered with the Bank's Management Board by the close of business four days prior to the General Meeting are entitled to participate and vote at the General Meeting." A new third paragraph is added to Article 38 of the Articles of Association, and reads: "Shareholders may also appoint an authorised representative by electronic means (i.e. by fax). The fax number for the submission of authorisations is determined by the Management Board in the convening of the General Meeting. Shareholders may also send additional items to the agenda and proposed resolutions to the Bank in the same manner." Article 43 is deleted. Article 45 is deleted. These amendments to the Articles of Association shall enter into force on the day they are entered in the companies register. A total of 6,806,910 votes were cast on this resolution, representing the same number of shares. A total of 6,806,910 votes were cast in favour of this resolution, representing 100,000% of all votes cast. There were no votes cast against this resolution. There were 398 abstaining shares..

4 Resolution no. 8 The Bank's General Meeting appoints the auditors of KPMG Slovenija d.o.o. to audit the 2010 annual report of Abanka Vipa d.d. A total of 6,806,794 votes were cast on this resolution, representing the same number of shares. A total of 6,806,794 votes were cast in favour of this resolution, representing 100,000% of all votes cast. There were no votes cast against this resolution. There were 514 abstaining shares. Resolution no. 9 On the day this resolution is adopted, the Bank's General Meeting elects Mr Blaž Brodnjak to A total of 6,802,486 votes were cast on this resolution, representing the same number of shares. A total of 6,765,796 votes were cast in favour of this resolution, representing % of all votes cast. A total of 36,690 votes were cast against this resolution, representing 0.539% of all votes cast. There were 4,822 abstaining shares. Resolution no. 10 On the day this resolution is adopted, the Bank's General Meeting elects Mr Igor Stebernak to A total of 6,802,486 votes were cast on this resolution, representing the same number of shares. A total of 1,870,815 votes were cast in favour of this resolution, representing % of all votes cast. A total of 4,931,671 votes were cast against this resolution, representing % of all votes cast. There were 4,822 abstaining shares. The resolution was not adopted. Voting on counter-motion to Item 7 on the agenda submitter, Vipa Holding d.d., Nova Gorica, shareholder: On the day this resolution is adopted, the Bank's General Meeting elects Dr Andraž Grum to A total of 6,799,278 votes were cast on this resolution, representing the same number of shares. A total of 6,765,981 votes were cast in favour of this resolution, representing % of all votes cast. A total of 33,297 votes were cast against this resolution. There were 8,030 abstaining shares. Shareholders did not announce any challenges to the resolutions adopted at the General Meeting. The proportion of voting rights of the five largest shareholders present at the General Meeting was 73.00% of all shares with voting rights. The following five largest shareholders were represented at the General Meeting: Shareholder No. of shares/votes % ZAVAROVALNICA TRIGLAV, MIKLOŠIČEVA CESTA 19 1,843, % LJUBLJANA, SAVA D.D., ŠKOFJELOŠKA CESTA 6, KRANJ 1,715, % GB D.D., KRANJ, BLEIWEISOVA CESTA 1, KRANJ 719, %

5 TRIGLAV VZAJEMNI SKLADI - DELNIŠKI TRIGL, SLOVENSKA CESTA 54, LJUBLJANA HIT d.d. Nova Gorica, DELPINOVA ULICA 7A, NOVA GORICA 527, % 442, % 5,248, % Ljubljana, 28 May 2010 Management Board of ABANKA VIPA d.d.