MATERIALS FOR 25 TH ANNUAL GENERAL MEETING OF DEŽELNA BANKA SLOVENIJE d. d.

Transcription

1 25 th GENERAL MEETING OF DEŽELNA BANKA SLOVENIJE d. d. MATERIALS FOR 25 TH ANNUAL GENERAL MEETING OF DEŽELNA BANKA SLOVENIJE d. d. Ljubljana, 10 May 2011 Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk

2 Pursuant to the provisions of the valid Companies Act, with respect to Articles 41, 48 and 49 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), and pursuant to the stipulations of Articles 4 11 of the Deželna banka Slovenije d. d. General Meeting Rules of Procedure dated 25 June 2010, the Bank's Management Board together with the Supervisory Board hereby gives N O T I C E that the 25 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 Thursday, 16 June 2011, at 10 a.m. with the following AGENDA: 1. Opening of the AGM, electing the AGM Chairman and Verification Committee, and recording the presence of the notary public. Proposed resolution: The Management Board and Supervisory Board propose that the AGM pass the following resolution: 1.1. The AGM hereby elects: a) AGM Chairman: dr. Konrad Plauštajner b) Verification Committee: Chairman: Miroslav Pirc Member: Betka Tavčer Jurček The notarial protocol of the AGM will be drawn up by notary public Bojan Podgoršek. 2. Supervisory Board report on its work and Supervisory Board Report on Reviewing and Approving the Deželna banka Slovenije d. d. Annual Report for financial year 2010, and Supervisory Board's opinion of the Independent Auditor's Report for financial year Proposed resolution: The Management Board and Supervisory Board propose that the AGM pass the following resolution: 2.1. The AGM of Deželna banka Slovenije d. d. has considered the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and has accepted the 2

3 Supervisory Board Report on Reviewing and Approving the Deželna banka Slovenije d. d. Annual Report for financial year 2010, along with the Board's affirmative opinion with respect to the Independent Auditor's Report for financial year 2010 as issued by certified auditors UHY Revizija in svetovanje d.o.o., Ljubljana. 3. Internal Audit Department Report on Internal Auditing of the Bank in 2010, and Supervisory Board's opinion. Proposed resolution: The Management Board and Supervisory Board propose that the AGM pass the following resolution: 3.1. The AGM of Deželna banka Slovenije d. d. has accepted the Internal Audit Department Report on Internal Auditing of the Bank in 2010 along with the Supervisory Board's affirmative opinion. 4. Declaration of and proposed distribution of accumulated profit for financial year 2010, and proposed discharges from liability of the Management Board and Supervisory Board for financial year Proposed resolution: The Management Board and Supervisory Board propose that the AGM pass the following resolution: 4.1. Accumulated profit for financial year 2010, amounting to a total EUR 1,104,471.61, shall be distributed as follows: EUR 828, to other revenue reserves, EUR 276, to retained earnings The AGM hereby discharges the Bank's Management Board from liability in respect of their management for financial year The AGM hereby discharges the Bank's Supervisory Board from liability in respect of their supervision for financial year Report on acquisition of own shares. Proposed resolution: The Management and Supervisory Boards propose that the AGM pass the following resolution: 5.1. The AGM has considered the report on the acquisition of own shares in the period from 18 May 2010 to 10 May

4 6. Appointing the auditor to audit the Deželna banka Slovenije d. d. Annual Report and the Deželna banka Slovenije d. d. Group Annual Report for financial year Proposed resolution: The Management and Supervisory Boards propose that the AGM pass the following resolution: 6.1. The AGM of Deželna banka Slovenije d. d. hereby appoints certified auditors Deloitte Revizija d.o.o., Davčna ulica 1, Ljubljana, to audit the Deželna banka Slovenije d. d. Annual Report and the Deželna banka Slovenije d. d. Group Annual Report for financial year Amendments and supplements of the Deželna banka Slovenije d. d. Statutes. Proposed resolution: The Management and Supervisory Boards propose that the AGM pass the following resolution: 7.1. The AGM hereby adopts the amendments and supplements of the Deželna banka Slovenije d. d. Statutes, which are an integral part of this resolution The AGM hereby authorizes the notary public here present to draw up a clean copy of the Statutes, including therein all the adopted amendments and supplements as mentioned in the previous item of this resolution. 8. Approval of authorized capital with respect to the Bank s issue of bonds under the guarantee of the Republic of Slovenia (additional supplement of the Deželna banka Slovenije d. d. Statutes). Proposed resolution: The Management and Supervisory Boards propose that the AGM pass the following resolution: 8.1. A new Article, no 16, shall be added to the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), which shall read:»authorized Capital / Article 16: The Bank Management Board is authorized to increase the Bank's share capital by issuing shares for non-cash contributions (authorized capital), whereby the increase may amount to max. EUR 7,893,089.74, which is one half of the Bank total share capital. The capital shall be increased in the five-year period after this amendment of the Statutes had been entered into the court register of companies and only after the Management Board had obtained prior consent from the Supervisory Board. Shares shall only be issued provided they are paid in by the Republic of Slovenia by means of a non-cash contribution its claim with the Bank from calling on a guarantee as provided for in Article 86 a of the Public Finance Act. The auditor need not examine the issue of shares for non-cash contributions provided the legal 4

5 requirements are met. In case of a new issue of shares for non-cash contributions the pre-emptive right of existing shareholders shall be fully excluded to the benefit of the Republic of Slovenia. Over the course of the relevant five years the Management Board may increase share capital several times; however, the aggregate amount of capital increases from all resolutions cannot exceed the nominal amount stipulated in this provision.«8.2. The AGM hereby authorizes the present notary public to draw up a clean copy of the Statutes to include the additional supplement from the previous item of this resolution. * * * Eligibility conditions for attending and voting at the 25 th AGM of Deželna banka Slovenije d. d.: At the 25 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 and pursuant to the Deželna banka Slovenije d. d. Statutes and General Meeting Rules of Procedure applied mutatis mutandis, only those shareholders that are recorded as holders of the Deželna banka Slovenije d. d. shares in the shareholder register (central registry of dematerialized securities) of the Central Securities Clearing Corporation at the end of the 4 th (fourth) day prior to the AGM, thus on 12 June 2011, may attend the AGM and cast their vote. Since 12 June is Sunday, all transactions must be recorded in the central registry by Friday, 10 June 2011, at the latest. Shareholders shall write to confirm their attendance at the AGM so that the Bank receives their confirmations not later than four (4) days prior to the AGM, thus by 12 June Shareholders shall confirm their attendance: in person, by visiting the Bank's Secretariat at Kolodvorska 9 in Ljubljana; or in writing, by faxing their confirmation to (+386) 01 / and labelling it»for the Annual General Meeting«; or in writing, by mailing their confirmation with registered mail to the Bank's head office at Kolodvorska 9, Ljubljana, Slovenia and labelling it»for the Annual General Meeting «. Shareholders may exercise their rights at the AGM in person, through authorized representatives or by proxy. At the AGM venue all attending shareholders are invited to register with the Bank's clerk between 9.00 a.m. and 9.45 a.m. at the registry desk. By signing their name on the list of registered shareholders, shareholders, authorized representatives or proxies confirm their presence at the AGM. In order to attend the AGM, shareholders natural persons, authorized representatives and proxies shall prove their identity by presenting a valid ID, and proxies shall also present a valid proxy form (if it had not been presented upon initial registration for the AGM). If a proxy form had not been presented or mailed upon initial registration for the AGM, a proxy shall present their proxy form to the Bank's clerk authorized to collect shareholder registration forms at the AGM venue. Proxies and authorized representatives of corporations not recorded in the 5

6 Republic of Slovenia register of companies shall additionally present the original copy of the extract from the register of companies (if it had not been presented or mailed upon initial registration for the AGM). The share capital of Deželna banka Slovenije d. d. is distributed 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 dematerialized securities. The two figures differ due to 10,765 shares not being dematerialized yet. Unless their shares are dematerialized 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 materialized shares shall have no voting rights at the 25 th AGM. The Bank, which holds 28,967 own shares, likewise has no voting rights at the 25 th AGM. After the notice convening the AGM is released to the public, any group of shareholders whose holdings together amount to 1/20 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 item of the agenda. Such a request shall be mailed to the Bank's head office not later than seven (7) days after this notice is released to the public. Shareholders my file proposed resolutions (counterproposals) in writing to any item of the agenda. A counterproposal shall be published in the statutory manner if and only if: the shareholder provides the Bank with a reasonably substantiated proposal within seven (7) days after the notice convening the AGM has 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 motivate other shareholders to support their proposal. Proposals for electing Supervisory Board members and auditors need not be substantiated. At the AGM shareholders shall be able to exercise their right to being informed pursuant to the conditions laid down in Article 305 of the Companies Act (»ZGD-1«). The Deželna banka Slovenije d. d. Annual Report for financial year 2010, the Supervisory Board Report on Reviewing and Approving the Annual Report, materials for shareholders along with proposed resolutions explained (including a report of the reasons for the proposed exclusion of shareholders' pre-emptive right under Article 337 of ZGD-1: item 8 of the agenda), the Bank's current Statutes, as well as the information on the rights of shareholders under Articles 298, 300, 301 and 305 of ZGD-1 are available to shareholders on the website (»Novice«) and at the Bank's head office in Ljubljana. The head's office address is Kolodvorska 9, Ljubljana, Slovenia, and all the above materials can be obtained in the Legal Affairs Department each working day between 10. a.m. and 12. a.m., when shareholders can also receive the materials for the AGM. On the day of the AGM the materials for the AGM will be available to shareholders at the registry desk. Ljubljana, 10 May 2011 Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk 6

7 ITEM 1 OF THE AGENDA OPENING OF THE AGM, ELECTING THE AGM CHAIRMAN AND VERIFICATION COMMITTEE, AND RECORDING THE PRESENCE OF THE NOTARY PUBLIC. 7

8 Materials related to item 1 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. OPENING OF THE AGM, ELECTING THE AGM CHAIRMAN AND VERIFICATION COMMITTEE, AND RECORDING 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 as well as records the presence of the notary public. The proposed AGM Chairman is dr. Konrad Plauštajner, attorney at law, expert in civil and commercial law and assistant professor at the Maribor University Faculty of Law, who has extensive experience in the area of company law. With respect to the two-member Verification Committee, Miroslav Pirc, member of the Supervisory Board, is the proposed Chairman and Betka Tavčer Jurček, Bank employee, is the proposed Member. It is proposed that the notarial protocol of the AGM again be drawn up by notary public Bojan Podgoršek of Ljubljana, who has had this role at the Bank's AGMs in all recent years.

9 Resolution on item 1 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 52 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008) and Articles 17 and 18 of the Deželna banka Slovenije d. d. General Meeting Rules of Procedure, the Management Board and Supervisory Board hereby propose to the AGM to pass the following R E S O L U T I O N 1.1. The AGM hereby elects: a) AGM Chairman: dr. Konrad Plauštajner b) Verification Committee: Chairman: Miroslav Pirc Member: Betka Tavčer Jurček The notarial protocol of the AGM will be drawn up by notary public Bojan Podgoršek. Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk 9

10 ITEM 2 OF THE AGENDA SUPERVISORY BOARD REPORT ON ITS WORK, SUPERVISORY BOARD REPORT ON REVIEWING AND APPROVING THE DEŽELNA BANKA SLOVENIJE D. D. ANNUAL REPORT FOR FINANCIAL YEAR 2010, AND SUPERVISORY BOARD'S OPINION ON INDEPENDENT AUDITOR'S REPORT FOR FINANCIAL YEAR

11 Materials related to item 2 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. SUPERVISORY BOARD REPORT OF ITS WORK, SUPERVISORY BOARD REPORT ON REVIEWING AND APPROVING THE DEŽELNA BANKA SLOVENIJE D. D. ANNUAL REPORT FOR FINANCIAL YEAR 2010, AND SUPERVISORY BOARD'S OPINION ON INDEPENDENT AUDITOR'S REPORT FOR FINANCIAL YEAR 2010 I. SUPERVISORY BOARD'S WORK In 2010 the Supervisory Board monitored the operations of Deželna banka Slovenije d. d. in line with its authority and competences stipulated by legislative regulations and the Bank's Statutes. The Supervisory Board of Deželna banka Slovenije d. d. has four members, representatives of the Bank's shareholders, who have the required knowledge and experience to take decisions that are in the best interest of the Bank and who can guarantee that they act and decide on the Supervisory Board autonomously, professionally, comprehensively and with integrity. Throughout 2010 the Supervisory Board was composed of: Peter Vrisk (President), Marjan Janžekovič (Deputy President), Boris Požar and Miroslav Pirc. There is no division of competences among members of the Supervisory Board per se, however they do work within two Supervisory Board Committees, which is explained below. In 2010 the Supervisory Board met at 13 regular meetings and held an additional meeting through correspondence. In line with its competences stipulated by legislative regulations and the Bank's Statutes the Supervisory Board monitored and supervised the Bank's operations all year long. It promptly adopted decisions on all relevant day-to-day and development issues as well as provided the Management Board with opinions, initiatives and consent required to make business decisions. The Supervisory Board promptly examined whether the adopted decisions were being implemented. The Supervisory Board reached a quorum at all meetings. All members were present for the Board s meetings and took an active part in them. The Supervisory Board works diligently, well and in compliance with regulations governing the work of supervisory boards. The Supervisory Board estimates its cooperation with the Bank's Management Board and appointed auditor to be good and constructive. Some of the highlights covered by the Supervisory Board at its regular meetings in 2010: Financial position of the Bank: At the meetings in 2010 the Supervisory Board monitored the Bank's conduct of financial operations and reviewed periodic reports of its operations. It approved the 2009 Annual Report and gave its consent to the appropriation of accumulated profit. In the second half of the year it discussed the draft operations plan for 2011 at two meetings and approved it at the meeting of 30 November Management of the Bank: In 2010 the Supervisory Board renewed the existing Management Board's term of office, reappointing Member Mojca Štajner and President 11

12 Štefan Belingar, MSc, for another term. Štefan Belingar, MSc, will act as President of the Management Board until 31 May 2015, and Mojca Štajner as Member of the Management Board until 30 September Streamlining: In 2010 the Supervisory Board watched closely as the Management Board undertook streamlining and the related laying off, which led to a significant rationalization of operations and the closing of two of the Bank s branches. Internal auditing: Monitoring the work of the Internal Audit Department is, pursuant to the Banking Act, one of the fundamental tasks of the supervisory board of any bank. The Supervisory Board gave its consent to the Internal Audit Department operations plan for On 4 March 2010 it discussed the Internal Audit Department 6 12/2009 Semi- Annual Report, the 2009 Annual Report was discussed on 26 March 2010 and the 1 6/2010 Semi-Annual Report on 24 August The 2010 Internal Audit Department Annual Report, to which the Supervisory Board had granted its affirmative opinion, has been presented to the AGM. Issue of bonds under the guarantee of RS: One of the Bank's principal activities in 2010 was the issue of bonds under a state guarantee and listing them on the Luxembourg Stock Exchange. The Supervisory Board was promptly informed of all details related to the bond issue and had issued its consents to the Management Board as required under the Statutes. Operations of the subsidiary: The Supervisory Board devoted special attention in 2010 to a detailed operations analysis of the Bank's subsidiary DBS Leasing d. o. o. These efforts increased in the second half of the year, as the subsidiary's operations during the financial year had revealed the need for forming additional provisions. The Supervisory Board undertook several actions, some including external consultants, in order to establish the precise state of affairs and identify the required measures; inter alia it gave its consent to the Bank's increasing its equity participation in the subsidiary. The related activities have continued into Bank's internal acts: The Supervisory Board reviewed and gave its consent to several of the Bank's general acts and on 9 November 2010 it gave its consent to the Deželna banka Slovenije d. d. Corporate Governance Policy. Other highlights: The Supervisory Board promptly monitored the Bank's capital adequacy. It monitored the ongoing denationalization proceedings, especially the building at Vodnikova ulica in Celje. It reviewed letters from certified auditors UHY d. o. o. and from the Bank of Slovenia. In addition it reviewed the state of affairs in legal actions against the Bank, it deliberated on giving consent to Management Board decisions where so provided for by the law and the Statutes, and performed other required tasks. Supervisory Board Committees: There are two Deželna banka Slovenije d. d. Supervisory Board Committees: Audit Committee and Remuneration Committee. o o The Audit Committee is composed of Chair Peter Vrisk, Miroslav Pirc and independent expert Sonja Anadolli. In 2010 it met for 11 meetings and discussed mainly issues related to the Bank's financial operations. The Remuneration Committee is composed of Chair Marjan Janžekovič, Boris Požar and Peter Vrisk. In 2010 it met for 8 meetings. In addition to reappointing the Management Board it discussed criteria for entering into management contracts with the Management Board, the division of work among Management Board members and the remuneration policy with respect to the 12

13 Management Board and other senior management. All of the Committee's deliberations were subsequently approved by the Supervisory Board. It promptly consulted the Management Board with respect to recruiting senior management and monitored all other HR activities in the Bank. II. AUDIT COMMITTEE'S OPINION ON THE ANNUAL REPORT AND INDEPENDENT AUDITOR'S REPORT At its meeting on 19 April 2011 the Supervisory Board Audit Committee reviewed the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and offered its affirmative opinion with respect to the Independent Auditor s Report issued by certified auditors UHY, Revizija in svetovanje d. o. o., Ljubljana for financial year The Audit Committee proposed that the Supervisory Board approves the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and offers its affirmative opinion with respect to the Independent Auditor s Report issued by certified auditors UHY, Revizija in svetovanje d. o. o., Ljubljana for financial year III. SUPERVISORY BOARD'S OPINION ON THE ANNUAL REPORT AND INDEPENDENT AUDITOR'S REPORT All members of the Supervisory Board have received a copy of the Deželna banka Slovenije d. d. Annual Report for financial year 2010, which consist of the business report, auditor's report, financial statements and notes to financial statements. The Annual Report has been drawn up pursuant to the valid provisions of the Companies Act, Banking Act and the valid International Financial Reporting Standards. Financial statements have been audited by certified auditors UHY, revizija in svetovanje d. o. o., Ljubljana, who have also examined compliance of the business report with the Bank's financial statements for The Supervisory Board also considered the additional report issued by an independent auditor with respect to the rules on risk management in the Bank and Group, as provided for by Article 211 of the Banking Act and pursuant to the Regulation on Minimum Scope and Content of Additional Audit Review of Compliance with Risk Management Rules in Banks and Savings Banks. The Supervisory Board promptly supervised the Bank's operations during the year and has diligently studied all segments of the business report. In its view the Annual Report for financial year 2010 offers a comprehensive and true presentation of the Bank's operations, its profit and loss account, changes in equity, development possibilities and present state of affairs. After having reviewed it, the Deželna banka Slovenije d. d. Supervisory Board hereby approves the Deželna banka Slovenije d. d. Annual Report for financial year 2010 to which it has no comments, and offers its affirmative opinion with respect to the Independent Auditor s Report issued by certified auditors UHY, Revizija in svetovanje d. o. o., Ljubljana for financial year

14 IV. SUPERVISORY BOARD'S OPINION ON THE PROPOSED DISTRIBUTION OF ACCUMULATED PROFIT The Supervisory Board has discussed the Management Board's proposal for the distribution of accumulated profit for financial year 2010, which amounts to a total of EUR 1,104, The Management Board had proposed the following allocation of EUR 1,104, of accumulated profit for financial year 2010: allocation of EUR 828, into other revenue reserves, allocation of EUR 276, into retained earnings. The Supervisory Board supports the distribution of accumulated profit for financial year 2010 as proposed by the Management Board. President of the Supervisory Board Peter Vrisk 14

15 Resolution on item 2 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Articles 41(2) and 48(2) of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), the Management Board and Supervisory Board hereby propose to the AGM to pass the following R E S O L U T I O N 2.1. The Deželna banka Slovenije d. d. AGM has considered the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and has accepted the Supervisory Board Report on Reviewing and Approving Deželna banka Slovenije d. d. Annual Report for financial year 2010 along with the Board s affirmative opinion with respect to the Independent Auditor's Report for financial year 2010 as issued by certified auditors UHY Revizija in svetovanje d. o. o., Ljubljana. Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk 15

16 ITEM 3 OF THE AGENDA INTERNAL AUDIT DEPARTMENT REPORT ON INTERNAL AUDITING OF THE BANK IN 2010, AND SUPERVISORY BOARD'S OPINION. 16

17 Materials related to item 3 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. INTERNAL AUDIT DEPARTMENT REPORT ON INTERNAL AUDITING OF THE BANK IN 2010, AND SUPERVISORY BOARD'S OPINION Shareholders may collect their printed copy of the Internal Audit Department Report, which is a component part of the materials for the AGM, at the Bank's premises as explained in the notice convening the AGM or on the day of the AGM before the Meeting is in session. SUPERVISORY BOARD'S OPINION ON THE INTERNAL AUDIT DEPARTMENT REPORT ON INTERNAL AUDITING OF THE BANK IN 2010 At its regular meeting on 8 December 2009 the Supervisory Board gave its consent to the Internal Audit Department operations plan for It discussed the 2010 H1 Semi-Annual Report of the Internal Audit Department on 24 August 2010 and the 2010 H2 Semi-Annual Report on 22 February The Supervisory Board discussed the 2010 Deželna banka Slovenije d. d. Internal Audit Department Annual Report at its meeting on 22 March 2011 and offered its affirmative opinion with respect to the Report. President of the Supervisory Board Peter Vrisk 17

18 Resolution on item 3 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 41(2), indent 12 and Article 48(2), indent 3 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), the Management Board and Supervisory Board hereby propose to the AGM to pass the following R E S O L U T I O N 3.1. The AGM of Deželna banka Slovenije d. d. has accepted the Internal Audit Department Report on Internal Auditing of the Bank in 2010, along with the Supervisory Board's affirmative opinion. Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk

19 ITEM 4 OF THE AGENDA DECLARATION OF AND PROPOSED DISTRIBUTION OF ACCUMULATED PROFIT FOR FINANCIAL YEAR 2010, AND PROPOSED DISCHARGES FROM LIABILITY OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD FOR FINANCIAL YEAR

20 Materials related to item 4 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. DECLARATION OF AND PROPOSED DISTRIBUTION OF ACCUMULATED PROFIT FOR FINANCIAL YEAR 2010, AND PROPOSED DISCHARGES FROM LIABILITY OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD FOR FINANCIAL YEAR PROPOSED DISTRIBUTION OF ACCUMULATED PROFIT FOR FINANCIAL YEAR 2010 Pursuant to Article 230 of the Companies Act (»ZGD-1«) the distribution of accumulated profit is subject to the decision of the general meeting as adopted on the basis of a proposal of the management board and supervisory board. Accumulated profit for financial year 2010 amounts to a total of EUR 1,104, and consists of net profit for financial year Pursuant to Article 272 of the Companies Act and on the basis of the approved 2010 Deželna banka Slovenije d. d. Annual Report, the Management Board and Supervisory Board propose that accumulated profit of EUR 1,104, be distributed as follows: - EUR 828, or 75% of the remaining net profit to other revenue reserves, - EUR 276, or 25% of the remaining net profit to retained earnings. The AGM has been informed that pursuant to a resolution passed at the 21 st AGM of Deželna banka Slovenije d. d. as at 20 July 2007, Deželna banka Slovenije d. d. allocated on 20 July 2010 EUR 19, worth of unpaid dividends for 2006 to other revenue reserves. 2. PROPOSED DISCHARGES FROM LIABILITY OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD As provided for by the Companies Act, the Bank's shareholders decide on the distribution of accumulated profit together with deciding on confirming and approving the work of the Management Board and Supervisory Board. Information on remuneration, from Article 294(5) of ZGD-1, is an integral part of the Annual Report. Given that the Bank has met the planned objectives in 2010 and given that both the Management Board and Supervisory Board have taken every action to ensure that the Bank performed in line with shareholder expectations and in compliance with the valid legislation, we see it fit that the AGM discharge the Management Board and Supervisory Board from liability for financial year

21 Resolution on item 4 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 41(2), indent 3 and Article 48(2) of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), the Management Board and Supervisory Board hereby propose to the AGM to pass the following R E S O L U T I O N 4.1. Accumulated profit for financial year 2010, amounting to a total of EUR 1,104,471.61, shall be distributed as follows: EUR 828, to other revenue reserves, EUR 276, to retained earnings The AGM hereby discharges the Bank's Management Board from liability with respect to their management for financial year The AGM hereby discharges the Bank's Supervisory Board from liability with respect to their supervision for financial year Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk 21

22 ITEM 5 OF THE AGENDA REPORT ON ACQUISITION OF OWN SHARES. 22

23 Materials related to item 5 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. REPORT ON ACQUISITION OF OWN SHARES On the basis of the resolution passed by the 23 rd AGM as at 18 June 2009 and pursuant to the provisions of the Companies Act, the Management Board issued after having informed the Supervisory Board in the period from 18 May 2010 to 10 May 2011 a single public nonbinding invitation to shareholders to sell the Bank's shares. This invitation was issued on 7 July The repurchase volume was set at 4,000 shares and the repurchase price at between 30% and 130% of book value per share. Book value per share as at 30 June 2010 was EUR The invitation to sell announced that the selection process for received tender offers would be based on the so-called American method, which ranks valid offers according to price bottomup, up to the max. repurchase volume. In case several tenderers offer the same price and their tendered volume exceeds the remaining unfilled repurchase volume, max. a proportional quantity is purchased from each tenderer given their total tendered volume. Eight tender offers arrived before in time, offering to sell 10,241 shares. One of the offers did not meet the tender specifications on account of the price being too high. Eligible tender prices ranged between EUR and EUR per share. The Bank purchased a total of 4,000 shares from six bidders, worth a total of EUR 92, The average weighted price per purchased share was EUR , with the highest price being EUR and the lowest EUR The Bank repurchased its own shares to keep in its treasury for the purpose of employee share bonuses, protection from hostile takeovers and reasons from Article 247(1), indents 1 and 2 of the Companies Act. For the time being the Bank has not yet disposed of any repurchased own shares. As at 10 May 2011 the Bank holds a total of 28,967 own shares. 23

24 Resolution on item 5 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 48(2) of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008) and Article 257 of the Companies Act, the Management Board and Supervisory Board hereby propose to the AGM to pass the following R E S O L U T I O N 5.1. The AGM has considered the report on the acquisition of own shares in the period from 18 May 2010 to 10 May Member of the Management Board Mojca Štajner President of the Management Board Štefan Belingar, MSc President of the Supervisory Board Peter Vrisk 24

25 ITEM 6 OF THE AGENDA APPOINTING THE AUDITOR TO AUDIT THE DEŽELNA BANKA SLOVENIJE D. D. ANNUAL REPORT AND THE DEŽELNA BANKA SLOVENIJE D. D. GROUP ANNUAL REPORT FOR FINANCIAL YEAR

26 Materials related to item 6 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. APPOINTING THE AUDITOR TO AUDIT THE DEŽELNA BANKA SLOVENIJE D. D. ANNUAL REPORT AND THE DEŽELNA BANKA SLOVENIJE D. D. GROUP ANNUAL REPORT FOR FINANCIAL YEAR 2011 The Supervisory Board had adopted the decision to propose to the AGM to appoint auditors Deloitte Revizija d. o. o., Davčna ulica 1, Ljubljana, to audit the Bank in financial year The firm's offer to the Bank is adequate. One of the first auditors in Slovenia, Deloitte Revizija d. o. o. was incorporated in 1993, only to become one of the leading audit companies in the country today. "Deloitte" is the brand under which numerous independent firms throughout the world collaborate to provide audit, consulting, financial advisory, risk management and tax services to selected clients. These firms are members of Deloitte Touche Tohmatsu, a Swiss Verein ("DTT"). Each member firm provides services in a particular geographic area. Deloitte Revizija d. o. o. has not provided any services to Deželna banka Slovenije d. d. over the past five years. Its audit of the Deželna banka Slovenije d. d. Annual Report for financial year 2011 will thus be its first.

27 Resolution on item 6 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. Pursuant to Article 41(2), indent 11 and Article 48(2), indent 9 of the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), the Supervisory Board hereby proposes to the AGM to pass the following R E S O L U T I O N 6.1. The Deželna banka Slovenije d. d. AGM hereby appoints certified auditors Deloitte Revizija d.o.o., Davčna ulica 1, Ljubljana, to audit the Deželna banka Slovenije d. d. Annual Report and the Deželna banka Slovenije d. d. Group Annual Report for financial year President of the Supervisory Board Peter Vrisk 27

28 ITEM 7 OF THE AGENDA AMENDMENTS AND SUPPLEMENTS OF THE DEŽELNA BANKA SLOVENIJE D. D. STATUTES. 28

29 Materials related to item 7 of the agenda for the 25 th AGM of Deželna banka Slovenije d. d. AMENDMENTS AND SUPPLEMENTS OF THE DEŽELNA BANKA SLOVENIJE D. D. STATUTES The Deželna banka Slovenije d. d. Management Board and Supervisory Board have proposed as early as at the 24 th AGM (2010) that the Bank's Statutes be amended and supplemented. The 24 th AGM did not pass the resolution as the proposal was not supported by the required ¾ majority of the present share capital. The main reason behind the proposed amendments was to harmonize the Statutes with the act amending the Companies Act (»ZGD-1C«), which has introduced certain novelties into company law, especially in the area of corporate governance. Pursuant to the transitional provisions of ZGD-1C companies had to harmonize their articles of association with it by 1 September 2010, therefore joint stock companies mainly still conducted their AGMs in 2010 pursuant to the old regulations. ZGD-1C largely transposes into Slovene legislation Directive 2007/36/EC of the European Parliament and of the Council of 11 July 2007 on the Exercise of Certain Rights of Shareholders in Listed Companies. Inter alia, the Directive affords the shareholders of all companies which have their registered office in a Member State new rights attaching to voting shares in relation to general meetings and stipulates into more detail the convocation and conduct of the general meeting (inter alia, a single record date is now in force across the EU, determining which shareholders are eligible to vote at the general meeting). Having issued bonds under the state guarantee and listed them on the regulated market of the Luxembourg Stock Exchange, Deželna banka Slovenije d. d. has become a listed company. The amendments and supplements of the Statutes have been drawn up accordingly. In its current wording the Statutes of Deželna banka Slovenije d. d. are not harmonized with ZGD-1, which is due to the fact that the 24 th AGM rejected the proposed amendments and supplements. The current state is inappropriate, therefore the Management Board and Supervisory Board propose to shareholders to vote in favour of the proposed changes at the 25 th AGM. Draft changes of the Statutes have been drawn up as individual amendments, with each Article being explained. The majority of changes are related to the harmonization with acts amending the Companies Act (ZGD-1C) and Banking Act (ZBan-1D and ZBan-1E). There have also been other minor changes made to the existing text, however they have not caused any significant substantive changes to corporate relations. 29

30 AMENDMENTS AND SUPPLEMENTS OF THE DEŽELNA BANKA SLOVENIJE D. D. S T A T U T E S (effected on notarized clean copy dated 27 June 2008) Article 1 Article 4, point B.4 of the Statutes shall be replaced with new wording, reading:»payment services and services of electronic money issuance,«. Article 4, point B.5 of the Statutes shall be replaced with new wording, reading:»issuing and administering payment instruments (e.g. credit cards and traveller's cheques) insofar as this service is not covered by services from the previous point hereunder,«. Article 4, point B.13 of the Statutes shall be replaced with new wording, reading:»credit rating services: collection, analysis and transmission of information on creditworthiness,«article 4, point C.2 of the Statutes shall be amended so that the term»zplap«is replaced by the term»payment Services and Systems Act«. Article 4, point C.6 of the Statutes shall be amended so that number»5«is replaced by number»4«. Explanation: On 1 November 2009 a new Payment Services and Systems Act replaced the former Payment Transactions Act, introducing a somewhat changed terminology which was further used in the ZBan-1D act amending the Banking Act. The most recent act amending the Banking Act ZBan-1E has introduced an additionally modified definition of one ancillary and one additional banking service. These changes of terminology have not changed the Statutes in a substantive way. Article 2 Article 23(2), indent 3 of the Statutes shall be amended so that the words»to members of the Supervisory Board and«are deleted. Article 3 Article 24(1) of the Statutes shall be amended so that the words»the Supervisory Board and«are deleted. Article 24(3) of the Statutes shall be amended so that the words»the members of the Supervisory Board and«are deleted. Explanation of both Articles: Under the former legislation members of the supervisory board could either be remunerated for their work with fees or they could alternatively be involved in profit sharing. The new

31 legislation (Companies Act ZGD-1C) only provides for members of the supervisory board to be remunerated for their work with fees and bans profit sharing on their part. Article 4 Article 36(3) of the Statutes shall be amended so that the text», the Bank's System of Limits«is inserted immediately after the words»regulation on the organisation of the Bank«. Article 5 Article 37(2) of the Statutes shall be amended so that the words»and the Bank's System of Limits«are inserted immediately after the words»regulation on the organisation of the Bank«. Explanation of both Articles: This change is due to the harmonization of the Bank's acts; System of Limits is a new internal act governing this subject matter. Article 6 Article 40(1), point 1 of the Statutes shall be amended to read:»the person has not been finally convicted for criminal offences from Article 63(1), point 2 of the Banking Act.«Article 40(3)(4) of the Statutes shall be replaced with the following text:»a person cannot be appointed into the Supervisory Board of the Bank if they are closely affiliated with a legal person in which the Bank holds over 5% of voting rights or capital and which is not a subsidiary in the Group, as provided for by Article 2, point 14 of the Financial Conglomerates Act.«Explanation: These changes will align the Statutes with Chapter of the Banking Act. Article 7 Article 41 of the Statutes shall be amended so that new indents are added after indent 10, reading as follows: -»it monitors and assesses the Bank's risk profile, - it monitors and assesses the adequacy of strategies and policies of assuming and managing risk, - it monitors and assesses the adequacy of the Bank's organization, pursuant to the valid regulations on risk management, - it monitors and assesses the adequacy of the Bank's reporting, pursuant to the valid regulations on risk management,«. Previous indents shall be renumbered to become indents

32 Explanation: This Article of the Statutes is being expanded to include additional express competences of the Supervisory Board pursuant to the Banking Act and Regulation on the Diligence of Members of the Management and Supervisory Boards. Article 8 Article 42, indent 10 of the Statutes shall be amended to read: -»each legal transaction which would cause the Bank to incur a large exposure with respect to a single person or a group of affiliated persons, and each legal transaction which would increase the Bank's exposure with respect to a single person or a group of affiliated persons to or beyond 15 (fifteen) percent or 20 (twenty) percent of the Bank's capital and for increases of every further 5 (five) percent of its capital; Article 42, indent 11 of the Statutes shall be amended to read: -»enter into every legal transaction which is the fundamental reason for the Bank's incurring exposure with respect to a single person or a group of affiliated persons that are in a special relationship with the Bank, when the Bank's exposure to this person or group of affiliated persons exceeds or will exceed, based on this transaction, EUR 100,000 (one hundred thousand)«; Explanation: The proposed change is to align the Statutes with the amended Article 167 of the Banking Act. Article 47(2) of the Statutes shall be deleted. Explanation: Article 9 The proposed change is to align the Statutes with ZGD-1C, which prevents supervisory board members from sharing company profit. Article 10 Article 49(1) of the Statutes shall be amended so that another sentence is added after the first, which shall read:»the General Meeting shall usually be held at the Bank's registered office or at another venue in the city of the Bank's registered office.«article 49(3) of the Statutes shall be amended to read:»notice of the General Meeting shall be published at least 30 days prior to the Meeting. The notice shall be published pursuant to the law. The General Meeting may be cancelled by the convener not later than by the formal opening of the Meeting, in reasonably the same manner in which it was convened. If a General Meeting is postponed for a definite period, it shall be considered cancelled and a new Meeting shall be considered convened.«article 49(4) of the Statutes shall be amended so that the wording of the second sentence changes to read:»their request shall be supplemented with the written agenda and proposed resolutions to each item of the agenda to be considered by the General Meeting or, if the 32

33 General Meeting is not to pass a resolution on an item of the agenda, the explanation of such an item.«. Article 49(6) of the Statutes shall be amended so that after the section»falling within the competence of the General Meeting«in the second sentence the following text is added», or, in case the General Meeting is not to pass a resolution for an item of the agenda, the explanation of such an item,«. Explanation: The supplemented Article 49(1) allows for the General Meeting to be validly held not only at the Bank's registered office but at other venues in the city of the Bank's registered office. The new legislation namely stipulates that a general meeting may be held outside the company's registered office only if so provided for by the articles of association. ZGD-1C, act amending the Companies Act, stipulates a new minimum notice period for calling the general meeting, which is 30 days prior to the meeting. This minimum period refers to the notice of convening and not to the convening itself, which was the case so far, and therefore starts on the day the notice convening the general meeting is given and not on the day of the actual convening. To avoid confusion we propose that the provision on postponing the General Meeting be deleted. The Statutes currently in force provide for the possibility to postpone a convened General Meeting by 15 days. Given the new legislation this provision is controversial. In order to avoid any doubts, the proposed new Statutes consider a postponed General Meeting in fact cancelled and reconvened on a new date, which means that at least 30 days must pass between the notice of cancellation and new General Meeting. Article 11 A new Article, no. 49 a, shall be added to the Statutes and it shall read:»(use of electronic means) Article 49 (forty-nine) a Shareholders may provide the Bank with additional items to be put on the agenda, as provided for by Article 298 of Companies Act ZGD-1, their counterproposals, as provided for by Article 300 of Companies Act ZGD-1, and proxy notices either by mail or alternatively by fax: to the Bank's Secretariat, to the regularly updated fax no. given on the Bank's website.«explanation: Transposing Directive on the Exercise of Certain Rights of Shareholders in Listed Companies, ZGD-1C stipulates that listed companies must provide their shareholders with at least one electronic means of sending additional items to be added to the agenda, their proposed resolutions to be considered at the general meeting and their appointment of proxy. Companies are left to decide autonomously which electronic means this should be. We hereby propose that our shareholders be offered to use the fax for these purposes, as it is a widespread machine and it is also provided for by the Deželna banka Slovenije d. d. General Meeting Rules of Procedure. Article 12 Article 51(1) of the Statutes shall be amended to read:»those shareholders may attend the General Meeting and cast their votes that hold the Bank's ordinary shares and are recorded in 33

34 the central registry of dematerialized securities at the end of the fourth day prior the General Meeting and that have confirmed their attendance in writing not later than at the end of the fourth day prior to the General Meeting.«Explanation: This change is to align the Statutes with ZGD-1C, which has set a single record date. Article 13 Article 52(4) of the Statutes shall be amended so that a new sentence is added that shall read:»the passed resolutions shall be published pursuant to the law.«explanation: This is the so-called»pedagogical provision«. ZGD-1C stipulates the content of this publication rather precisely. Article 14 The title of Chapter X of the Statutes shall be amended to read»internal AUDITING OF THE BANK«. Article 60(1) of the Statutes shall be amended so that the wording»an internal audit«is replaced by the wording»in its organization an Internal Audit Department«. Article 60(2) of the Statutes shall be amended so that the term»responsible«is replaced by the term»subordinated«. Article 15 Article 61 of the Statutes shall be amended to read:»tasks of Internal Audit Department Article 61 (sixty-one) The essential tasks of the Internal Audit Department shall be: to monitor and valuate the efficiency of risk management systems and provide risk management support, to examine, valuate and test the efficiency of internal control systems, to assess the process of estimating the adequacy of internal capital given the Bank's proprietary risk assessment, to assess the reliability and credibility of information systems, including the electronic information system and electronic banking services, to assess the reliability and credibility of accounting records and financial reports, to review the completeness, reliability and timeliness of regulatory reporting, to review the Bank's compliance with regulations and internal acts and with measures adopted on their basis, to conduct special investigations. The Internal Audit Department shall conduct internal auditing of the Bank's operations pursuant to professional principles, internal auditing standards, the code of ethics for internal 34