Notice of General Meeting
The Board of Directors of Komerční banka, a. s., calls an
ORDINARY GENERAL MEETING
of Komerční banka, a. s.,
with its registered office at Prague 1, Na Příkopě 33, building identification No. 969, postal code 114 07, registration No. 45317054, registered in the Register of Companies maintained with the Metropolitan Court of Prague, section B, inserted file No. 1360 (hereinafter called "the Bank" or "KB"),
which will be held on 25 April 2018 at 1 p.m. in the Great Auditorium of the Congress Center of the Czech National Bank located at Senovážné náměstí 866/30, Prague 1.
Agenda:
1. Decision on the revision of the Articles of Association
2. Discussion over and approval of the Board of Directors' report on the Bank's business activity and state of assets for the year 2017
3. Discussion over the explanatory report on matters under S. 118 (5) (a) - (k) of Act No. 256/2004 Sb., the Act Providing for Business Undertaking in the Capital Market as Amended
4. Discussion over the Board of Directors' report on relations among related entities for the year 2017
5. Discussion over the consolidated financial statements for the year 2017 and over the annual financial statements for the year 2017 with the proposal for the distribution of profit for the year 2017
6. Supervisory Board's position on the consolidated financial statements for the year 2017, on the annual financial statements for the year 2017 and on the proposal for the distribution of profit for the year 2017; discussion over the Supervisory Board's report on its activity; and Supervisory Board's information on the results of the examination of the Board of Directors' report on relations among related entities for the year 2017
7. Discussion over the Audit Committee's report on the results of its activity
8. Approval of the consolidated financial statements for the year 2017
9. Approval of the annual financial statements for the year 2017
10. Decision on the distribution of profit for the year 2017
11. Election of a member of the Audit Committee
12. Decision on the appointment of a statutory auditor to make the statutory audit
Record date:
The record date for shareholders to be entitled to attend the General Meeting shall be 18 April 2018. Only shareholders listed in the extract from the issue of uncertificated shares of Komerční banka, a. s., on that date shall be entitled to attend, vote and exercise shareholder rights at the General Meeting. Persons identified by the Czech National Bank in its position on the extract from the bank's share issue, persons not listed in the extract from the bank's share issue or their proxies may not be admitted to the General Meeting by the bank. Any identification by the Czech National Bank of a person involving new grounds for the suspension of its shareholder rights stated in the Czech National Bank's position on the extract from the bank's share issue shall amount to the commencement of administrative proceedings under S. 20a (1) of Act No. 21/1992 Sb., the Banking Act as Amended, unless such administrative proceedings commenced earlier, the identification of the said person having the effects of a preliminary measure.
Shareholder rights with respect to the General Meeting:
1. Attendance and representation of shareholders at the General Meeting:
Shareholders may attend the General Meeting in person or be represented by a proxy. Each shareholder may give a proxy to an individual or to a legal entity; the proxy shall authorize the individual or legal entity to represent the shareholder at the General Meeting and exercise his shareholder rights including the right to vote on the shareholder's behalf. A form of proxy which may be used by shareholders for the purpose is available at the Bank's internet address located at www.kb.cz. The form of proxy is also available on paper at the Bank's head office on business days from 9 a.m. to 4 p.m. Each shareholder may apply to be sent the form of proxy at his own expense and risk in paper form or electronically; the applications must be submitted by e-mail addressed to valnahromada@kb.cz or by mail addressed to the Bank's head office. Mailbox valnahromada@kb.cz may also be used by shareholders wishing to notify the Bank electronically of the grant of a proxy to a person appointed to represent the shareholder at the General Meeting and of the revocation of such proxy by the principal. The electronic notification must be furnished with a guaranteed electronic signature established on the basis of a qualified certificate issued by an accredited certification service provider (hereinafter called "the advanced electronic signature"). The rules for the receipt of such notifications including the requirements with respect to their content and form are available at the Bank's internet address located at www.kb.cz.
Shareholders, or their proxies, will be registered in the place of holding the General Meeting from 12 o'clock. Upon registration, shareholders - individuals shall prove their identity with a valid proof of identity. A member of a governing body of a shareholder being a legal entity shall also hand in a recent statement from the relevant public registry or another document certifying his right to act on behalf of the company. Upon registration, a proxy holder shall present his identity card and hand in his proxy in writing unless the law provides otherwise. A person registered with the registry of uncertificated securities as an administrator or as a person authorized to exercise rights attached to a share does not need to submit a proxy. A representative whose right to represent a shareholder at the General Meeting stems from a fact other than a proxy has the duty to prove this fact upon registration.
The proxy must be in writing and must show whether it may be used by the proxy holder to represent the principal at one or more General Meetings. If the Bank receives a written electronic notification of the grant of a proxy furnished with the advanced electronic signature allowing a clear identification of the signatory, the proxy holder shall not be requested to hand in his proxy in writing upon registration of shareholders or their representatives.
2. Rights relating to the attendance at the General Meeting
Any shareholder is entitled to attend the General Meeting and to vote thereat, to request and receive explanation regarding matters concerning the Bank or entities controlled by the Bank if such explanation is necessary to assess the content of an item of business included in the General Meeting agenda or to exercise shareholder rights thereat. Any shareholder is entitled to file proposals and counter-proposals with respect to the items of business included in the General Meeting agenda.
The voting right belonging to a shareholder is governed by the nominal value of his shares; each CZK 100 of the nominal value of the shares shall represent one vote. The vote shall not be further divisible. The total number of the bank shares shall be 190,049,260, each of a nominal value of CZK 100. The total number of votes attached to the shares shall be 190,049,260.
The vote on the election of the general meeting chairman, minutes clerk, minutes verifier and scrutineers, on the approval of the rules of procedure and of voting and on the revision of the Articles of Association shall be cast by ballot. If the general meeting adopts the submitted draft amendments to the Articles of Association treated as item 1 of the agenda, the vote on the other agenda items shall be cast via an electronic voting device; in the case of non-adoption, the vote on these agenda items will also be cast by ballot. The Board of Directors' proposal, if any, shall be put to the vote first. If carried, other proposals shall not be put to the vote. In the case that the Board of Directors' proposal is not carried, other proposals shall be put to the vote in the order in which they were filed.
Any requests for explanation shall be made by the attending shareholder orally upon invitation by the General Meeting Chairman or in writing and placed at a designated place. Each shareholder has a limited time to present his proposal; the time limit shall be 10 minutes maximum. Any shareholder's proposal or counterproposal made in writing may be presented by the Chairman of the General Meeting. The Chairman of the General Meeting shall be obliged to ensure that all requests for explanation of matters be answered, as long as such matters form the subject of the agenda of the General Meeting and the requests are made in the course of the General Meeting in accordance with the law and the Articles of Association. If an explanation cannot be provided due to its complexity, it shall be provided to shareholders by the Bank within 15 days of the day of the General Meeting. The wording of the answer shall be available to shareholders at the Bank's internet address located at www.kb.cz. The explanation can be provided in the form of a summary answer to several questions of similar content. The shareholder shall be deemed to have received an explanation also if the information was posted at the Bank's internet address located at www.kb.cz no later than on the day preceding the day of the General Meeting and is available to shareholders in the place where the General Meeting is held. Any attending shareholder shall be entitled to request that the minutes clerk of the General Meeting include a protest concerning a decision of the General Meeting in the minutes of the General Meeting.
Should a shareholder intend to file a counter-proposal to the items of business on the General Meeting agenda, he shall deliver his counter-proposal within reasonable time before the General Meeting, however, no later than 10 days prior to the General Meeting. This shall not apply to proposals for the election of specific persons to the Bank's bodies. The Board of Directors shall make public the shareholder's counter-proposal jointly with their opinion thereon in the way used to convene the General Meeting. This shall not apply if the notification was delivered less than two days prior to the date when the General Meeting is held, or if the cost thereof was grossly disproportionate to the significance and content of the counterproposal, or if the text of the counter-proposal contains more than 100 words. The Bank shall, however, always post at least the shareholders' proposals or counter-proposals at its internet address located at www.kb.cz if delivered prior to the General Meeting. If the counter-proposal contains more than 100 words, the Board of Directors shall notify shareholders of the core of the counter-proposal and their opinion thereon and post the counter-proposal at the Bank's internet address located at www.kb.cz.
Upon request of a Bank's shareholder or shareholders holding shares the total nominal value of which reaches at least one percent of the Bank's registered capital, and provided that each point of the proposal is supported by a justification or a draft resolution, the Board of Directors shall include the matter specified by these shareholders in the agenda of the General Meeting. The Board of Directors shall publish an amendment to the agenda of the General Meeting no later than 5 days prior to the record date in the manner specified for the convening of the General Meeting by the law and the Articles of Association. If such publication is no longer possible, such issue may be included in the agenda of the General Meeting only in the presence and with the consent of all shareholders of the Bank.
The documents relating to the General Meeting, that is, the Notice of General Meeting including the draft resolutions, the documents dealing with the agenda items, the wording of shareholders' proposals or counterproposals, if any, and the information on the total number of shares and on the total number of votes as of the day of publication of the Notice of General Meeting can be obtained at the Bank's internet address located at www.kb.cz (for access click on "General Meetings" on the homepage) and in the Bank's head office on business days from 9 a.m. to 4 p.m.
The annual financial statements, the consolidated financial statements, the report on the Bank's business activity and state of assets for the year 2017, and the Board of Directors' report on relations among related entities for the year 2017, the explanatory report on matters under S. 118 (5) (a) - (k) of Act No. 256/2004 Sb., the Act Providing for Business Undertaking in the Capital Market as Amended (hereinafter also called "ABUCM"), the Supervisory Board's report on its activity and the Audit Committee's report on the results of its activity are available to shareholders in the head office of Komerční banka, a. s., on business days from 9 a.m. to 4 p.m. and at the Bank's internet address located at www.kb.cz.
Draft resolutions of the General Meeting (including their reasoning) or explanation of the Board of Directors as to the proposed items of business on the General Meeting agenda
Ad 1: Decision on the revision of the Articles of Association:
Resolution No. 1
The general meeting decided to amend the current Articles of Association of the Bank as follows:
The existing wording of S. 5 (5) of Article Rights and Obligations of Shareholders is amended and newly reads as follows:
(5) The voting right belonging to a shareholder is governed by the nominal value of their shares; each CZK 100 of the nominal value of the shares shall represent one vote. The vote shall not be further divisible. Each shareholder present at the general meeting shall vote using an electronic voting device; the Board of Directors may decide in justified cases that votes shall be cast by ballot. The Board of Directors' proposal or, as the case may be and if the General Meeting was convened by the Supervisory Board, the Supervisory Board's proposal, if any, shall be put to the vote first. Should the proposal of the Board of Directors or of the Supervisory Board, if the General Meeting was convened by the Supervisory Board, be carried, other proposals shall not be put to the vote. If the proposal is not carried, other proposals shall be put to the vote in the order in which they were filed. If a notarized record is to be drawn up concerning a resolution of the General Meeting, the Chairman of the General Meeting shall be obliged to manage the vote in a way allowing making the notarized record of the General Meeting resolution with all the elements required by statute.
New Section 5a Correspondence Voting is inserted to follow Section 5, and it reads as follows:
(1) Furthermore, each shareholder has a right to vote before the day of the general meeting under the conditions set forth by these Articles of Association amd the legislation (hereinafter called "correspondence voting"). To cast a vote by correspondence, the voter either returns his vote-by-mail ballot or votes via a remote e-voting platform allowing the shareholder's identification; the bank shall create remote access to the platform for the shareholder upon his request. The way selected by the shareholder to cast his vote by correspondience cannot be changed once it becomes effective against the bank.
(2) Voting by correspondence is admitted subject to the following conditions:
a) The bank's Board of Directors shall decide on the possibility of using correspondence voting before the specific general meeting and state the conditions of such voting in the notice of general meeting.
b) The shareholder shall exercise his voting right by casting his vote by correspondence at the time set by the bank's Board of Directors in the notice of general meeting.
c) The correspondence voting meets all the other prerequisites set by these Articles of Association and stated in the notice of general meeting.
(3) If a shareholder casts his vote using a vote-by-mail ballot (hereinafter called the "ballot"), he shall state the following information in the ballot:
a) his name and surname, date of birth and place of residence if the shareholder is a natural person, or its name or trade name, its registered office and its identification number if the shareholder is a legal entity. If the vote is cast by a shareholder's proxy, the proxy shall state the information as per the previous sentence on itself and on the represented shareholder; and
b) the proposal that is being put to the vote and the way the shareholder is voting on the proposal. If the ballot pertaining to a proposal does not show the way the shareholder voted, the shareholder shall be deemed to have abstained from voting on this proposal.
(4) The shareholder's or the shareholder's proxy's signature on the ballot shall be officially attested. A shareholder's tied agent shall enclose to the ballot a written proxy bearing the shareholder's officially-attested signature. The enclosure of the written proxy shall not be required if the right to represent the shareholder arises from the extract from the issue of uncertificated securities.
(5) A legal entity which is a shareholder or a shareholder's proxy shall enclose to the ballot the original or a certified copy of a statement from the register of companies or another document proving the legal entity's existence and the way the members of its governing body act on the legal entity's behalf. If the shareholder is represented by a legal entity and there is no governing body member acting on the legal entity's behalf, the person acting on its behalf shall enclose to the ballot an instrument proving such person's right to act on behalf of the shareholder's proxy.
(6) Any instruments executed by foreign authorities or institutions or procured with their certification clauses and attached to the ballot must be procured with an apostille or another type of certification or authentication required for such foreign instruments by Czech authorities in official communication. Should such instruments, certifications or authentications be executed in a foreign language, they must also be procured with a certified translation into the Czech language.
(7) A vote cast by correspondence using a vote-by-mail ballot becomes effective against the bank upon delivery of the ballot to the address of the bank's registered office.
(8) Each shareholder casting his vote by correspondence using a remote e-voting platform allowing the shareholder's identification shall proceed in accordance with the rules for the use of this platform approved by the bank's Board of Directors; these shall be posted on the bank's website and also stated in the notice of general meeting.
(9) Regardless of the way selected to vote by correspondence, a shareholder shall be considered present at the general meeting and his votes shall be counted towards the total number of votes and towards the individual voting rounds at the general meeting only if he was a shareholder of the bank as of the record date. Nevertheless, shareholders can also vote by correspondence before the record date or, as the case may be, even after the record date; their vote by correspondence will, however, be taken into account only if such vote becomes effective against the bank by the time stated in the notice of general meeting.
(10) To ascertain whether the general meeting has a quorum and whether a given resolution was carried, it is deemed that the shareholders who vote by correspondence (including those that abstained from voting on the draft of a certain resolution in accordance with these Articles of Association) are present at the general meeting. The information about the number and nominal value of the shares of the shareholder who cast his vote by correspondence shall be taken over from the list of shareholders as of the record date.
(11) A vote cast by correspondence by a shareholder cannot be changed once it becomes effective against the bank. The shareholder can, however, attend the general meeting in person or by proxy; in this case, the shareholder's vote cast by correspondence shall not be taken into account.
Subsections (c) and (y) of Section 9 Powers of the General Meeting are amended and newly read as follows:
It is within the powers of the General Meeting to:
c) elect and remove two-thirds of the members of the Supervisory Board, elect and remove members of the Audit Committee;
y) decide that the flexible component amount of the compensation of persons whose work has a substantial influence on the Bank's risk profile can be higher than their fixed compensation component amount; however, it may not exceed the double of their fixed compensation component amount;
Existing subsection (z) is left out and existing subsection (za) is newly referred to as (z).
Subsections (1) and (3) of Section 12 Constituting Quorum and Casting Votes at the General Meeting are amended and newly read as follows.
(1) The General Meeting shall constitute a quorum if the Attending Shareholders hold shares whose total nominal value exceeds 30% of the registered capital of the Bank, provided that voting rights are attached thereto based on generally binding legal rules. Shareholders who are persons whose work has a substantial influence on the Bank's risk profile, who are directly concerned by the level of the proportion between the fixed and flexible compensation component under S. 9 (y) hereof and persons acting in concert with such shareholders may not exercise their voting right whenever the general meeting decides about matters listed in S. 9 (y) hereof. The number of votes belonging to a shareholder lacking the right to vote under the previous sentence shall not be taken into account for the purposes of determining the number of votes needed for the quorum of the general meeting and to adopt a specific resolution on matters specified in S. 9 (y).
(3) The General Meeting shall pass resolutions by majority of votes of the Attending Shareholders unless legal regulations or these Articles of Association require a qualified majority of votes. Resolutions of the General Meeting under S. 9 y) must obtain the consent of at least sixty-six percent of votes of the Attending Shareholders to be carried; all this provided that the general meeting is attended by shareholders who dispose of at least fifty percent of the voting rights in the Bank or, in the absence of the shareholders who dispose of at least fifty percent of the voting rights in the Bank, at least a three-quarter majority of the votes of the Attending Shareholders.
Section 14 Election and Removal of Members of the Supervisory Board newly reads as follows:
(1) The Supervisory Board shall consist of nine members, natural persons, who meet the conditions specified by the generally binding legal regulations and who are not prevented from serving on the Supervisory Board based on the requirements set forth by the Corporations Act. The term of office of a member of the Supervisory Board shall be four years. Two thirds of the members of the Supervisory Board shall be elected and removed by the General Meeting; one-third of the members of the Supervisory Board shall be elected and removed by Bank employees. Only employees who are employed by the Bank have a right to elect and remove members of the Supervisory Board elected by employees. The way and the rules to have members of the Supervisory Board elected and removed by Bank employees shall be defined by the Bank's election rules approved by the Board of Directors.
(2) Any member of the Supervisory Board may resign from his membership; however, he may not do so at a time inopportune for the Bank. He shall be obliged to inform the Supervisory Board of his resignation. His service shall terminate after a lapse of one month of the delivery of the notice to the address of the Bank's registered office or directly to the Supervisory Board at its meeting, unless the Supervisory Board approves, upon request of such member, another date of termination of his service. The Supervisory Board shall announce the resignation of its member elected by the General Meeting to the Board of Directors and at the forthcoming General Meeting; the Supervisory Board shall announce the resignation of its member elected by employees to the Board of Directors without undue delay.
(3) If a member of the Supervisory Board elected by the General Meeting dies, resigns, is removed by the General Meeting or if his membership terminates in another way, the Bank's General Meeting shall elect a new member of the Supervisory Board within a period of two months. The membership of a member of the Supervisory Board elected by the General Meeting also terminates by the election of a new member by the General Meeting, provided that the decision of the General Meeting allows determining which of the Supervisory Board members is to be substituted. If the number of the Supervisory Board members does not fall below one half, the Supervisory Board may appoint, upon the proposal of the Nominations Committee of the Supervisory Board, substitute members to serve on the Supervisory Board until the forthcoming General Meeting; the substitute members shall substitute for the Supervisory Board members whose service terminated in a period between General Meetings. The time of service as a substitute member of the Supervisory Board is not counted as a part of the time of service as a member of the Supervisory Board.
(4) If a member of the Supervisory Board elected by employees dies, resigns, is removed by employees or if his membership terminates in another way, the Bank's Board of Directors shall be obligated to call a new election to substitute for such member and to elect a member of the Supervisory Board elected by employees within a period of two months.
Subsection (2) of Section 17 Committees of the Supervisory Board is amended and newly reads as follows:
(2) The Audit Committee shall consist of at least three members and the majority of the Audit Committee members must be independent and professionally qualified. Members of the Audit Committee shall be elected by the General Meeting from the membership of the Supervisory Board or from third parties. Members of the Audit Committee shall be removed by the general meeting.
New paragraphs (zc) and (zd) are inserted in Section 20 Powers of the Board of Directors reading as follows:
zc) approve the Bank's election rules governing the way and rules to elect and remove members of the Supervisory Board elected by Bank employees after a discussion with the trade unions that operate within the bank;
zd) call and organize elections and removals of members of the Supervisory Board elected by Bank employees and inform the Supervisory Board of the results of such elections.
Section 39 Closing Provision newly reads as follows:
The Bank conformed to the Corporations Act by the decision of the General Meeting of 28 January 2014 with effect from 10 March 2014.
These amended Articles of Association shall take force and effect on the moment of approval by the General Meeting of the Bank; this shall not apply to the revision of the provisions of S. 9 (c) and S. 14, which take effect on 14 January 2019.
Reasoning:
The main reason for the revision is to harmonize the Articles of Association with Act No. 458/2016 Sb., amending the Companies and Cooperatives Act (the Corporations Act) (hereinafter also called "the Corporations Act") and introducing the duty of the public limited companies with more than 500 employees to have a third of their Supervisory Board members elected by the company's employees. The company has the duty to harmonize its Articles of Association and Supervisory Board membership with this Act within two years of its day of effect, which is by 14 January 2019. Other revisions concern the provisions regarding the flexible compensation component of people with a risk influence in accordance with the amendments to Act No. 21/1992 Sb., the Banking Act as Amended. To speed up vote counting, the amended wording newly introduces the possibility of voting at the general meeting via an electronic voting device; until now, it has only been possible to vote by ballot. The amended wording also newly regulates the correspondence voting which, if so decided by the Board of Directors, can be used by shareholders to vote before the general meeting without their or their representatives' physical presence at the general meeting. The report explaining the amendments to the Articles of Association can be found on the bank's website www.kb.cz.
Ad 2: Discussion over and approval of the Board of Directors' report on the Bank's business activity and state of assets for the year 2017
Resolution No. 2
The General Meeting approves the Board of Directors' report on the Bank's business activity and state of assets for the year 2017 in the wording submitted by the Board of Directors.
Reasoning: The Board of Directors' report is submitted to shareholders every year based on the provisions of S. 436 (2) of the Corporations Act and S. 9 (d) of the Articles of Association of the Bank. This report is part of the Annual Report. The Board of Directors' report is available at the Bank's head office and at the Bank's internet address located at www.kb.cz. According to the opinion of the members of the Board of Directors, the report gives a true and fair view of the business activity of Komerční banka, a. s., and Komerční banka Group for the year 2017 and of the state of its assets as of 31 December 2017, and gives a summary of all the important information regarding the business operations of Komerční banka in 2017.
Ad 3: Discussion over the explanatory report on matters under S. 118 (5) (a) - (k) of Act No. 256/2004 Sb., the Act Providing for Business Undertaking in the Capital Market as Amended
The explanatory report on matters under S. 118 (5) (a) - (k) of the Act Providing for Business Undertaking in the Capital Market is worked out in accordance with the requirement of S. 118 (9) of the ABUCM. This report has to be submitted to shareholders at the General Meeting every year to explain the defensive structures and mechanisms for the case of a take-over bid. This report is not put to the vote. The report is available at the Bank's head office and at the Bank's internet address located at www.kb.cz. The Board of Directors submits this summary explanatory report to shareholders and declares that the report gives all the important information regarding the matters required by the above-stated provisions of the ABUCM.
Ad 4: Discussion over the Board of Directors' report on relations among related entities for the year 2017
Under S. 84 (1) of the Corporations Act, the Board of Directors has the duty to inform shareholders of the conclusions of the report on relations among related entities. This report is not put to the vote. The Board of Directors is convinced that the submitted report on relations among related entities for the year 2017 is complete and true. The report on relations among related entities for the year 2017 shows that, during the reporting period from 1 January 2017 to 31 December 2017, Komerční banka, a. s., did not suffer any harm arising from any contract, agreement or another legal act made or adopted by Komerční banka, a. s., or from influence otherwise exerted by Société Générale S. A., as its controlling entity.
Ad 5: Discussion over the consolidated financial statements for the year 2017 and over the annual financial statements with the proposal for the distribution of profit for the year 2017
The draft resolutions including their reasoning are stated in points 8, 9 and 10.
Ad 6: Supervisory Board's position on the consolidated financial statements for the year 2017, on the annual financial statements for the year 2017 and on the proposal for the distribution of profit for the year 2017; Supervisory Board's report on its activity; and Supervisory Board's information on the results of the examination of the Board of Directors' report on relations among related entities for the year 2017
In accordance with the requirement of S. 83 (1), S. 447 (3) and S. 449 (1) of the Corporations Act, shareholders will hear the Supervisory Board's statement on the said matters. This statement is not put to the vote. The Board of Directors declares that the Supervisory Board has not expressed any reservations about the consolidated financial statements for the year 2017, the annual financial statements for the year 2017, the proposal for the distribution of profit for the year 2017, nor the Board of Directors' report on relations among related entities for the year 2017.
Ad 7: Discussion over the Audit Committee's report on the results of its activity
Shareholders will hear a report on the activity of the Audit Committee, which is a committee of the Supervisory Board, based on the requirement of Act No. 93/2009 Sb., the Auditors Act as Amended, with terms of reference governed by the same Act and by the Committee Charter. This report is not put to the vote. The Board of Directors declares that, while exercising its range of powers, the Audit Committee did not ascertain any serious shortcomings.
Ad 8: Approval of the consolidated financial statements for the year 2017
Resolution No. 3:
The General Meeting approves the consolidated financial statements of Komerční banka, a. s., for the year 2017 in the wording submitted by the Board of Directors.
Reasoning: In addition to the duty to compile its annual financial statements, under the Accounting Act, Komerční banka, a. s., also has the duty to compile consolidated financial statements that are, under the Corporations Act and the Articles of Association, submitted to the General Meeting by the Board of Directors for approval. The consolidated financial statements for the year 2017 are available at the Bank's head office and at the Bank's internet address located at www.kb.cz, and will be part of the Annual Report for the year 2017. The main figures from the consolidated financial statements are, in accordance with the law and with S. 24 (3) of the Articles of Association, stated in this notice. The Board of Directors declares that the submitted consolidated financial statements give a true and fair view of the accounting and financial position of the consolidated group of which the Bank is part, and neither the Supervisory Board nor the auditor of the company has cast any doubt thereon.
The main figures from the Consolidated Financial Statements for the year 2017
CZK million |
IFRS |
Profit for the accounting period |
15, 274 |
Profit attributed to shareholders of the parent company |
14,930 |
Total assets |
1,004,039 |
Registered capital |
19,005 |
Shareholders' equity |
100,346 |
Ad 9: Approval of the annual financial statements for the year 2017
Resolution No. 4:
The General Meeting approves the annual financial statements of Komerční banka, a. s., for the year 2017 in the wording submitted by the Board of Directors.
Reasoning: Under the Accounting Act, Komerční banka, a. s., has the duty to compile its annual (separate) financial statements and, under the Corporations Act, these are submitted to the General Meeting by the Board of Directors for approval. The annual financial statements for the year 2017 are available at the Bank's head office and at the Bank's internet address located at www.kb.cz, and will be part of the Bank's Annual Report for the year 2017. The main figures from the annual financial statements are, in accordance with the law and S. 24 (3) of the Articles of Association, stated in this notice. The Board of Directors declares that the submitted annual financial statements for the year 2017 give a true and fair view of the accounting and financial position of the Bank and that neither the Supervisory Board nor the auditor of the company has cast any doubt thereon.
The main figures from the Annual (Separate) Financial Statements for the year 2017
CZK million |
IFRS |
Profit for the accounting period |
14,914 |
Total assets |
946,072 |
Registered capital |
19,005 |
Shareholders' equity |
88,604 |
Ad 10: Decision on the distribution of profit for the year 2017
Resolution No. 5:
The General Meeting approves the distribution of the profit of Komerční banka, a. s., for the year 2017 in the total amount of CZK 14,914,375,060.80 as follows:
Share in the profit to be distributed among shareholders (dividend) |
CZK 8,932,315,220.00 |
Retained earnings |
CZK 5,982,059,840.80 |
The amount of the dividend per share is CZK 47 before taxation. The dividend can be claimed by each shareholder holding a share of Komerční banka, a. s., with ISIN CZ0008019106 as of 18 April 2018. The dividend shall be due on 28 May 2018.
Reasoning: The decision on the distribution of profit is, under the Corporations Act and the Articles of Association of Komerční banka, a. s., part of the powers of the General Meeting. The share in the profit is set on the basis of the annual financial statements for the year 2017 approved by the General Meeting. The proposal is that the General Meeting approve the profit share distribution (the dividend) in the amount of CZK 47 per share before taxation to shareholders. The aggregate amount of the proposed dividend is CZK 8,932,315,220 which represents a payout ratio of 60% of the consolidated net profit attributed to shareholders of the parent company. The profit share payment must be in line with the Corporations Act and is subject to a decision of the Board of Directors of the Bank. The dividends will be paid out by Komerční banka, a. s. The dividend payment details can be found at the Bank's internet address located at www.kb.cz. The Board of Directors declares that the statutory requirements for the distribution and payment of dividends are met. The proposal for profit sharing is in line with the long-term plan for capital management keeping the capital adequacy at a level corresponding to the risks taken under the current economic conditions in the Czech Republic and given the business opportunities of the Bank. The proposal also leaves adequate space for the Bank's future business growth and, according to the Board of Directors' conviction, provides shareholders with a fair share in the profit. The dividend due date is set in line with S. 6 (3) of the Articles of Association.
The way of disposing of the share in the profit for the year 2017 corresponding to own shares held by the Bank stems from S. 309 (2) of the Corporations Act and will be transferred to the account of retained earnings when it falls due. The amount of this part of share in the profit will be determined based on the number of own shares held by Komerční banka, a. s., on the record date, which is 18 April 2018.
Ad 11: Election of a member of the Audit Committee
Resolution No. 6:
The General Meeting elects Mr. Petr Dvořák, born on 31 October 1960, residing at Prague 6, U Gabrielky 569, postal code 164 00, as a member of the Audit Committee with effect from 26 April 2018.
Reasoning:
The Board of Directors has nominated a candidate to fill the vacancy on the Audit Committee. The candidate meets the prerequisites to serve as an Audit Committee member, is professionally qualified and independent. The candidate's resume is available at the Bank's internet address located at www.kb.cz.
Ad 12/ Decision on the appointment of a statutory auditor to make the statutory audit
Resolution No. 7:
The General Meeting appoints company Deloitte Audit s.r.o. with its registered office at Karolinská 654/2, 186 00 Prague 8 - Karlín, identification No. 49620592 as the external auditor of Komerční banka, a. s., for the year 2018, and company Deloitte Audit s.r.o. with its registered office at Digital Park II, Einsteinova 23, Bratislava 851 01, as the external auditor of the branch of Komerční banka, a. s. located on the territory of the Slovak Republic.
Reasoning: The appointment of the auditor is, under Act No. 93/2009 Sb., the Auditors Act as Amended, part of the powers of the General Meeting. Based on the recommendation of the Audit Committee, the Supervisory Board proposes that the General Meeting appoint Deloitte Audit s.r.o., as the external auditor. The Czech National Bank does not have any objections to Komerční banka's decision to appoint Deloitte Audit s.r.o., to carry out the audit work. The role of the statutory auditor will be taken up by David Batal (reg. No. 2147). The company Deloitte Audit s.r.o. has been the Bank's external auditor for three years, which is since the 2015 reporting period. According to Slovak legal regulations, to audit the branch of Komerční banka, a. s., in the Slovak Republic, it is necessary to appoint an auditor certified to perform the audit activity on the territory of the Slovak Republic.
On behalf of the Board of Directors of Komerční banka, a. s., signed by the hand of:
___________________________________ __________________________________
Jan Juchelka |
Peter Palečka |
Chairman of the Board of Directors |
Member of the Board of Directors |
Komerční banka, a. s. |
Komerční banka, a. s. |