REG - Komercni Banka - Notice of GM

Komercni Banka asAnnouncement

21/03/2024 18:15

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RNS Number : 8697H  Komercni Banka  21 March 2024

Komercni banka, a.s. http://www.kb.cz/en (http://www.kb.cz/en)

Prague 1, Na Prikope 33, building identification number 969, Post Code 114 07

Identification No.: 45 31 70 54

LEI Code: IYKCAVNFR8QGF00HV840

incorporated in the Commercial Register maintained with the Municipal Court in
Prague,

section B, insert 1360

Disclosed on 21 March 2024

 

The Information is available also at the following link:
https://www.kb.cz/en/about-the-bank/for-investors/shareholders-shares-and-dividends/general-meetings-and-dividend-payment
(https://www.kb.cz/en/about-the-bank/for-investors/shareholders-shares-and-dividends/general-meetings-and-dividend-payment)

 
 

 

Notice of General Meeting

 

 

The Board of Directors of Komerční banka, a. s., calls an

ANNUAL 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 24 April 2024 at 1 p.m. at the address: náměstí
Junkových 2772/1, Stodůlky, Prague 5, postal code 155 00, in the meeting
room on the ground floor of the building.

 

Agenda:

1.     Discussion over the annual financial statements for the year 2023
with the proposal for the distribution of profit and over the consolidated
financial statements for the year 2023

2.     Supervisory Board's position on the annual financial statements for
the year 2023, on the proposal for the distribution of profit and on the
consolidated financial statements for the year 2023; 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 2023

3.     Discussion over the Audit Committee's report on the results of its
activity for the year 2023

4.     Approval of the annual financial statements for the year 2023

5.     Decision on the distribution of profit

6.     Approval of the consolidated financial statements for the year 2023

7.     Discussion over the corporate governance statement pertaining to
matters under S. 118 (5) of Act No. 256/2004 Coll., the Act Providing for
Business Undertaking in the Capital Market as Amended (hereinafter called the
"ABUCM")

8.     Discussion over the Board of Directors' report on relations among
related entities for the year 2023

9.     Decision on the revision of the Articles of Association

10.  Election of members of the Supervisory Board

11.  Election of members of the Audit Committee

12.  Approval of the Report on Remuneration for the year 2023

13.  Decision on the appointment of a statutory auditor to make the statutory
audit for the year 2024 and an auditor to provide an assurance opinion on the
sustainability report for 2024

 

Record date:

The record date for shareholders to be entitled to attend the General Meeting
shall be 17 April 2024. 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.

 

Conditions to vote by correspondence on the items of business included in the
agenda of the General Meeting:

In accordance with S. 5a of the Bank's Articles of Association, the Board of
Directors has decided that it is possible to vote on the items of business
included in the agenda of this General Meeting also prior to the day of this
General Meeting using the vote by correspondence, and set the below conditions
to vote by correspondence:

 

A.  General provisions regarding correspondence voting

 

1.         Shareholders can cast their votes on the items of business
included in the agenda of the General Meeting held on 24 April 2024 by
correspondence using a remote e-voting platform (hereinafter also called
"electronically").

 

2.         Shareholders can only cast vote by correspondence on
proposals listed in the Notice of General Meeting, i.e., not on any later
proposals or counter-proposals, if any.

 

3.         The right of shareholders to cast vote by correspondence
will be assessed based on an extract from the statutory register of the
uncertificated shares of the Bank made as of the record date. The shareholders
may, however, cast their votes by correspondence on a day other that the
record date / prior to the record date / after the record date under the
conditions listed below.

 

4.         In order to determine whether the General Meeting has a
quorum and whether a resolution was carried,   shareholders who cast their
votes by correspondence (including those who, as the case may be, abstain from
voting on a proposed resolution) are regarded as present at the General
Meeting.

 

5.         Unless it is below stated otherwise, the non-compliance
with the below-listed conditions of correspondence voting regulated by the
Bank's Articles of Association and laid down by the Bank's Board of Directors
will result in the fact that the shareholder's votes cast by correspondence
will not be taken into account (knowing that, if the non-compliance with the
conditions only concerns one of the items of business included in the General
Meeting agenda, only the vote cast by correspondence on the given item of
business will not be taken into account) and the shareholder voting in this
manner will not be regarded as present at the General Meeting in connection
with the vote by correspondence on the given item of business for which he
failed to comply with the conditions of correspondence voting.

 

6.         A vote turned in by correspondence cannot be changed or
cancelled by the shareholder. The shareholder may, however, be present at the
General Meeting using one of the ways listed in section 1 of the Notice of
General Meeting (Attendance and representation of shareholders at the General
Meeting) below. In this case, the shareholder's votes cast electronically on
the items of business on the agenda which will be discussed by the General
Meeting after his registration in the attendance sheet are not taken into
account.

 

7.         Should the correspondence voting be used by a shareholder
whose voting right has been suspended by the CNB in line with Act No. 21/1992
Coll., the Banking Act as Amended, or a shareholder who may not exercise the
voting right in line with Act No. 90/2012 Coll., the Companies and
Cooperatives Act as Amended (hereinafter called "the Companies and
Cooperatives Act"), Act No. 37/2021 Coll., the Beneficial Owners Registration
Act as Amended (hereinafter called "the Beneficial Owners Registration Act")
or with another piece of legislation, the vote cast by such a shareholder by
correspondence will not be taken into account.

 

B.  Voting by correspondence using the remote e-voting platform

 

8.         Shareholders can vote on the items of business included in
the agenda of the Bank's General Meeting held on 24 April 2024 by
correspondence using the remote e-voting platform by logging in the General
Meeting Application on the Bank's website www.kb.cz (http://www.kb.cz) in
section General Meeting provided that they enter or have entered with KB into
an Electronic Signature & KB Bank Identity Contract which allows verifying
a person's identity using the agreed method, or have a bank identity with
another bank.

 

9.         Should a corporate shareholder be represented by several
individuals having the obligation to act jointly, the shareholder has to issue
a proxy authorizing one or more of its proxy holders to vote electronically on
its behalf; each of the proxy holders must be listed separately. Joint
representation is not admitted. The signatures attached to the proxy must be
officially authenticated and the proxy must be supplemented with the original
or an officially attested copy of an extract from a public register or of
another document proving the existence of the legal entity and the way it is
represented by the members of its governing body; S. 5 (3) of the Bank's
Articles of Association shall apply mutatis mutandis. In the case that the
instruments that must be enclosed with the package containing the proxy are
executed by foreign authorities or institutions or procured with their
certification clauses, they 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. A form
of proxy to represent a legal entity in electronic voting at General Meetings
of Komerční banka, a. s., is available on the Bank's website www.kb.cz
(http://www.kb.cz) for this purpose. The shareholder shall deliver the
completed and signed proxy with the officially authenticated signature
including the requested enclosures to the address Komerční banka, a. s.,
P.O.BOX 839, postal code 114 07 marking 2300 KB GENERAL MEETING on the
envelope. A corporate shareholder must make sure that each individual
authorized to vote electronically has entered into the Electronic Signature
& KB Bank Identity Contract or has a bank identity with another bank.

 

10.       Shareholders may cast vote electronically on a day other than
the record date / prior to the record date / after the record date under the
following conditions:

 

a)    Voting prior to the record date and on the record date: In the case
that the shareholder votes before the record date or on the record date (when
an extract from the statutory register is not yet available), the electronic
application will be preset for the shareholder to vote with all the shares
held by the shareholder as of the record date. The electronic application will
not allow the shareholder to vote with a different number of shares or to vote
with individual shares in different ways.

b)    Voting after the record date: After the record date, it is also
possible for the shareholder to vote with a number of shares which is lower
than the number stated in the extract from the statutory register made as of
the record date by stating the lower number of the shares that the shareholder
wishes to use for voting. After the record date, it is also possible for the
shareholder to vote with individual shares in different ways. In this case,
the shareholder has to use the "division of shares" functionality in the
program.

 

11.       To vote on a specific item of business on the agenda, the
shareholder clicks on FOR ("PRO") to vote in favor of the proposed
resolution or on AGAINST ("PROTI") to vote against the proposed resolution. If
the electronic vote does not show clearly the way the shareholder voted,
he/she/it will be deemed to have expressed his/her/its will in the form of
abstaining from the voting. The shareholder needs to vote FOR or AGAINST at
least one item of business on the agenda for his/her/its voting to be valid.
Otherwise, the shareholder's voting will not be taken into account. To express
his/her/its choice, the shareholder needs to save his/her/its vote and
subsequently send it in. Once the vote is sent in electronically, it is no
longer possible to vote again or to correct one's choice. The shareholder can
only change his/her/its choice at the General Meeting once registered in the
attendance sheet.

 

12.       In the case that a corporate shareholder lists in the proxy
one or more of its proxy holders who are authorized to vote electronically, it
will be the vote by correspondence that will be delivered to it by the first
proxy holder that will be effective against the Bank. The vote cast by the
other proxy holder, if any, is not taken into account.

 

13.       Shareholders casting their vote by correspondence may do so
(i.e., turn in their votes electronically using the e-voting platform) no
later than on the day of the General Meeting, i.e., 24 April 2024 by 9 a.m.
The e-votes send in later will not be taken into account.

 

C.  Closing provisions

 

14.       The above-listed provisions do not affect other conditions
pertaining to shareholders' representation which may arise from the
legislation.

 

15.       These rules are part of the Notice of General Meeting of
Komerční banka, a. s., to be held on 24 April 2024.

 

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 (http://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 12 o'clock noon. 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
(mailto:valnahromada@kb.cz) or by mail addressed to the Bank's head office.
Mailbox valnahromada@kb.cz (mailto: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 (http://www.kb.cz) .

 

Shareholders, or their proxies, will be registered in the place of holding the
General Meeting from 12 o'clock. Upon registration, non-corporate shareholders
shall prove their identity with a valid proof of identity. A member of a
governing body of a corporate shareholder 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 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. Corporate
shareholders with their registered office in the Czech Republic and legal
arrangements having the obligation to register their beneficial owner under
the Beneficial Owners Registration Act and having no beneficial owner
registered under the Beneficial Owners Registration Act as of the General
Meeting day may not exercise the voting rights attached to their shares at the
General Meeting.

 

Shareholders present at the General Meeting shall cast their votes using an
electronic voting device; in justified cases, it can be decided by the Board
of Directors that the vote will 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 request
for explanation; the time limit shall be 10 minutes maximum. 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 (http://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 (http://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.

 

Should a shareholder intend to file a proposal or counter-proposal to the
items of business on the General Meeting agenda, he shall deliver it to the
Bank; if he does so during the General Meeting, he shall either submit it in
writing or present it orally prior to the commencement of voting on the given
item of business on the General Meeting agenda. The Board of Directors of the
Bank shall publish without undue delay on the Bank's website all proposals and
counter-proposals delivered to the Bank no later than three days prior to the
date of the General Meeting. If the proposals and counter-proposals are
delivered to the Bank no later than five days prior to the date of the General
Meeting, the Board of Directors shall also publish without undue delay their
position thereon on the Bank's website. If the proposal and counter-proposal
also includes a reasoning, the Board of Directors shall also publish this
reasoning. Any shareholder has the right to make proposals regarding matters
which will be included in the agenda of the General Meeting also before the
publication of the Notice of General Meeting. The Board of Directors shall
publish each proposal that will be delivered to the Bank no later than five
days prior to the publication of the Notice of General Meeting and their
position thereon together with such Notice on the Bank's website. The proposal
or counter-proposal and the request for explanation filed by a shareholder in
writing may be presented by the chairman of the General Meeting.

 

If a shareholder intends to file counter-proposals to the proposal to amend
the Articles of Association at the General Meeting, he/she is obliged to
deliver the written wording of his/her proposal or counter-proposal to the
Bank no later than 5 business days before the date of the General Meeting.

 

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 proposed resolution and the request is delivered to the
Bank no later than 10 days prior to the record date for shareholders to be
entitled to attend the General Meeting, 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 for
shareholders to be entitled to attend the General Meeting 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 proposed resolutions, the documents dealing with the
agenda items, the full text of the proposed resolution on the revision of the
Articles of Association and the full text of the Articles of Association with
highlighted revisions, 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 (http://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 12
o'clock noon.

 

 

PROPOSED resolutions of the General Meeting (including their reasoning) or
Board of Directors' explanation as to the proposed items of business on the
General Meeting agenda:

 

Ad 1: Discussion over the annual financial statements for the year 2023 with
the proposal for the distribution of profit and over the consolidated
financial statements for the year 2023

The proposed resolutions including their reasoning are stated in points 4, 5
and 6.

 

Ad 2: Supervisory Board's position on the annual financial statements for the
year 2023, on the proposal for the distribution of profit and on the
consolidated financial statements for the year 2023; 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 2023

In accordance with the requirement of S. 83 (1), S. 447 (3) and S. 449 (1) of
the Companies and Cooperatives Act, shareholders will hear the Supervisory
Board's position 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 annual financial statements for the year 2023, the
consolidated financial statements for the year 2023, the proposal for the
distribution of profit, or the Board of Directors' report on relations among
related entities for the year 2023.

 

Ad 3: Discussion over the Audit Committee's report on the results of its
activity for the year 2023

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 Coll., the Auditors Act as Amended, with terms of reference governed
by legislation 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 4: Approval of the annual financial statements for the year 2023

 

Resolution

The General Meeting approves the annual financial statements of Komerční
banka, a. s., for the year 2023 in the wording submitted by the Board of
Directors and published on the website of Komerční banka, a. s.

 

Reasoning: Under the Accounting Act, Komerční banka, a. s., has the duty to
prepare its annual (separate) financial statements and, under the Companies
and Cooperatives Act, these are submitted to the General Meeting by the Board
of Directors for approval. The annual financial statements for the year 2023
are available at the Bank's head office and at the Bank's internet address
located at www.kb.cz (http://www.kb.cz) , and are part of the Bank's Annual
Financial Report for the year 2023 published along with the financial
statements. The Board of Directors declares that the submitted annual
financial statements for the year 2023 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.

 

Ad 5: Decision on the distribution of profit

 

Resolution

The General Meeting approves the distribution of the profit of Komerční
banka, a. s., as follows:

 

To be distributed among shareholders:

(i)    the profit for the year 2023 in the total amount of CZK
14,573,669,851.99

(ii)   from retained earnings the amount of CZK 1,135,801,979.61

The share in the profit to be distributed among shareholders (dividends)
totals CZK 15,709,471,831.60.

 

The amount of the dividend per share is CZK 82.66 before taxation. The
dividend can be claimed by each shareholder holding a share of Komerční
banka, a. s., with ISIN CZ0008019106 as of 6 May 2024. The dividend shall be
due on 27 May 2024.

 

Reasoning: Under the Companies and Cooperatives Act and the Articles of
Association of Komerční banka, a. s., the decision on the distribution of
profit falls within the scope 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 2023 approved by the General Meeting and from the retained earnings. The
balance of retained earnings after distribution is CZK 76,160,363 thousand.
The aggregate amount of the proposed dividend represents a payout ratio of
100.63 %  of the consolidated net profit attributed to shareholders of the
parent company (KB). The profit share payment must be in line with the
Companies and Cooperatives 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 (http://www.kb.cz) . The Board of Directors declares that
the statutory requirements and conditions, including the statutory balance
sheet tests (cf. Sections 34 and 40 of the Companies and Cooperatives Act) for
the distribution of profits among shareholders are met. The proposal for
profit distribution is in line with the long-term capital management plan,
which maintains capital adequacy at a level appropriate to the risks assumed
under the given economic conditions in the Czech Republic and in view of the
Bank's business opportunities. The proposal also maintains adequate scope for
future business growth of the Bank and, in the opinion of the Board of
Directors, provides shareholders with a fair share of profits. In accordance
with S. 6 (3) of the Articles of Association, a shareholder who holds a share
as of 6 May 2024 is entitled to receive the dividend. The dividend due date is
set in accordance with the said provision of the Articles of Association and,
as this date falls on Saturday, 25 May 2024, the dividend becomes due the next
business day, i.e. Monday, 27 May 2024.

 

The treatment of the share in the profit attributable to treasury shares held
by the Bank arises from Section 309 (2) of the Companies and Cooperatives Act
and is extinguished on maturity.

 

Ad 6: Approval of the consolidated financial statements for the year 2023

 

Resolution

The General Meeting approves the consolidated financial statements of
Komerční banka, a. s., for the year 2023 in the wording submitted by the
Board of Directors and published on the website of Komerční banka, a. s.
 

 

Reasoning: In addition to the duty to prepare its annual financial statements,
under the Accounting Act, Komerční banka, a. s., also has the duty to
prepare consolidated financial statements that are, under the Companies and
Cooperatives 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 2023 are available at the Bank's head office and at
the Bank's internet address located at www.kb.cz (http://www.kb.cz) , and are
part of the Annual Financial Report for the year 2023. 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.

 

Ad 7: Discussion over the corporate governance statement pertaining to matters
under  S. 118 (5) of the ABUCM

The corporate governance statement pertaining to matters under S. 118 (5) of
the ABUCM is worked out in accordance with the requirement of S. 118 (6) of
the ABUCM. This statement must be submitted annually by the Board of Directors
to shareholders at the General Meeting and, in addition to the figures and
information required by law, it explains the defense structures and mechanisms
for the case of a take-over bid. This statement is not put to the vote. The
statement is available at the Bank's head office and at the Bank's internet
address located at www.kb.cz (http://www.kb.cz) . The Board of Directors
submits this statement to shareholders and declares that the statement gives
all the information regarding the matters required by the above-stated
provisions of the ABUCM.

 

Ad 8: Discussion over the Board of Directors' report on relations among
related entities for the year 2023

Under S. 84 (1) of the Companies and Cooperatives 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 2023 is complete and true. The report on
relations among related entities for the year 2023 shows that, during the
reporting period from 1 January 2023 to 31 December 2023, 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 any influence
otherwise exerted by Société Générale S. A., as its controlling entity.
The auditor audited the report on relations and stated that it did not
identify any matters causing it to believe that the report on relations of
Komerční banka, a. s., for the year ended 31 December 2023 contained any
material (factual) inaccuracies.

 

Ad 9: Decision on the revision of the Articles of Association
 

Resolution

 

The General Meeting decided to amend the current Articles of Association of
the Bank as follows:

 

A new Section 12b is inserted after Section 12a, which, including the heading,
reads as follows:

 

Section 12b Participation in the General Meeting via an Electronic Platform
for Remote Communication

 

(1) Subject to the conditions set out in these Articles of Association and
legislation, a shareholder may participate in the General Meeting and exercise
shareholder rights thereat using an electronic remote communication platform
allowing to verify the shareholder's identity (hereinafter referred to as
"electronic participation").

 

(2) The electronic participation is allowed under the following conditions:

a)   The Board of Directors decides on the possibility of electronic
participation in the General Meeting prior to the specific General Meeting and
states the conditions of this way of participation in the Notice of General
Meeting.

b)   The shareholder exercises his/her rights via the electronic remote
communication platform at the time specified by the Board of Directors in the
Notice of General Meeting.

c)   The electronic participation complies with all the other requirements
set out in these Articles of Association, which shall be specified in the
Notice of General Meeting.

 

(3) To ascertain whether the General Meeting has a quorum, shareholders who
join the General Meeting using the electronic remote communication platform
shall be deemed to be present. The details of the number and nominal value of
the shares of a shareholder who attends electronically shall be taken from the
statement from the issue register as of the record date for shareholders to be
entitled to attend the General Meeting.

 

(4) When voting electronically, the shareholder shall comply with the rules
for the use of the electronic remote communication platform approved by the
Board of Directors of the Bank, which shall be specified in the Notice of
General Meeting. A vote cast electronically cannot be changed by the
shareholder from the moment when it has become effective against the
Bank.sssssssssssssss

 

Section 39 Closing Provision newly reads as follows:

 

The Bank conformed to the Companies and Cooperatives 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 day
of their approval by the General Meeting of the Bank.

 

Reasoning: The reason for the amendment to the Articles of Association is the
introduction of a new provision of Section 12b, which allows electronic
(remote) participation at the General Meeting. This option should be
technically ready for use at the General Meeting to be held in 2025.
Shareholders will be allowed to not only vote electronically at the General
Meeting, but also to exercise other shareholder rights (request explanations,
make proposals, etc.).

 

Ad 10:  Election of members of the Supervisory Board

 

Resolution

The General Meeting elects Ms. Delphine Garcin-Meunier, born on 30 June 1976,
residing at 49, rue de la Liberté 92150 Suresnes, French Republic, as a
member of the Supervisory Board with effect from 24 April 2024.

 

Reasoning: In connection with the termination of the service of Mr. G. L. Soma
as of 30 January 2024, the Nominations Committee recommended that, following
an assessment of individual and collective suitability, Ms. Delphine
Garcin-Meunier be elected as a member of the Supervisory Board. In accordance
with the Bank's Articles of Association, Ms. Meunier was co-opted by the
Supervisory Board to fill the vacancy on the Supervisory Board from 1 February
2024 until the next General Meeting. The proposed candidate has particular
expertise in project management, communications, finance, corporate and
investment banking. Having reviewed the submitted documents, the CNB has
stated that it has no reservations on the outcome of the assessment of the
suitability of the above-mentioned candidate in relation to the position in
question, nor does it have any other relevant information to provide for
consideration in the suitability assessment. The curriculum vitae is available
on the Bank's website at www.kb.cz.

 

Ad 11:  Election of members of the Audit Committee
 

Resolution

The General Meeting elects Ms. Delphine Garcin-Meunier, born on 30 June 1976,
residing at 49, rue de la Liberté 92150 Suresnes, French Republic, as a
member of the Audit Committee with effect from 24 April 2024.

 

Reasoning: Based on the outcome of the Nominations Committee's assessment, it
is proposed electing Ms. Meunier as a member of the Audit Committee. The
candidate meets the requirements to serve as a member of the Audit Committee
and is professionally qualified. Her knowledge and past experience qualify her
to serve properly as a member of the Audit Committee. The candidate's
curriculum vitae is available on the Bank's website at www.kb.cz.

 

Resolution

The General Meeting elects Mr. Petr Dvořák, born on 31 October 1960,
residing at U Gabrielky 569, Nebušice, 164 00 Prague 6, as a member of the
Audit Committee with effect from 24 April 2024.

 

Reasoning: Considering the expiration of his term of office and based on the
outcome of the Nominations Committee's assessment, it is proposed re-electing
Mr. Dvořák as a member of the Audit Committee. The candidate meets the
requirements to serve as a member of the Audit Committee, is professionally
qualified and independent. His knowledge and past experience from practice and
as a member of the Audit Committee qualify him to serve properly as a member
of the Audit Committee. The candidate's curriculum vitae is available on the
Bank's website at www.kb.cz.

 
Ad 12: Approval of the Report on Remuneration for the year 2023

 

Resolution

The General Meeting approves the Report on Remuneration for the year 2023 in the wording submitted by the Board of Directors.

 

Reasoning: In accordance with the provisions of S. 121o (3) of the ABUCM, the
Board of Directors submits to shareholders the Report on Remuneration for the
2023 reporting period prepared on the basis of a proposal by the Remuneration
Committee in accordance with the provisions of S. 121o and S. 121p of the
ABUCM. The present Report on Remuneration for the year 2023 is related to and
in accordance with the Remuneration Policy for the members of the Bank's Board
of Directors and Supervisory Board, which is published on the Bank's website
(hereinafter called "the Remuneration Policy"). During the 2023 reporting
period, the Bank did not deviate from the Remuneration Policy. The Report is a
complete summary of remuneration, including benefits provided to the members
of the Bank's Board of Directors and Supervisory Board for the 2023 reporting
period. The auditor verified that the Report on Remuneration contained all the
information required by the ABUCM.

 

In accordance with S. 121o (4) of the ABUCM, the Report on Remuneration for
the year 2023 will be published on the Bank's website without undue delay
after the General Meeting.

 

Ad 13: Decision on the appointment of a statutory auditor to make the
statutory audit for the year 2024 and an auditor to provide an assurance
opinion on the sustainability report for 2024

 

Resolution

The General Meeting appoints company KPMG Česká republika Audit s.r.o. with
its registered office at Pobřežní 648/1a, Prague 8, postal code 186 00,
identification No. 496 19 187, reference No. 071, as the external auditor of
Komerční banka, a. s., for the year 2024, and company KPMG Slovensko spol. s
r.o. with its registered office at Dvořákovo nábrežie 10, 811 02
Bratislava, as the external auditor of the registered branch of Komerční
banka, a. s., located on the territory of the Slovak Republic for the year
2024.

 

Resolution

The General Meeting appoints company KPMG Česká republika Audit s.r.o. with
its registered office at Pobřežní 648/1a, Prague 8, postal code 186 00,
identification No. 496 19 187, reference No. 071, and, regarding the
registered branch of Komerční banka, a. s., located on the territory of the
Slovak Republic. KPMG Slovensko spol. s r.o. with its registered office at
Dvořákovo nábrežie 10, 811 02 Bratislava, as the auditor to provide an
assurance opinion on the sustainability report for 2024.

 

Reasoning: The appointment of the auditor is, for both of the cases, under Act
No. 93/2009 Coll., the Auditors Act as Amended, part of the powers of the
General Meeting. Based on the outcome of a selection procedure and a
recommendation of the Audit Committee, the Supervisory Board  proposes that
the General Meeting appoint KPMG Česká republika Audit s.r.o., as the
external auditor and as the auditor to provide an assurance opinion on the
sustainability report. The Czech National Bank does not have any objections to
Komerční banka's decision to appoint KPMG Česká republika Audit s.r.o., to
carry out the audit work. The role of the statutory auditor will be taken up
by Ondřej Fikrle, identification No. 2525. According to Slovak legal
regulations, 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.:

 

 

 

 

___________________________________
__________________________________

 Jan Juchelka m.p.                   Jitka Haubová m.p.
 Chairman of the Board of Directors  Member of the Board of Directors
 Komerční banka, a. s.               Komerční banka, a. s.

 

 

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