REG - Komercni Banka - Invitation to the GM

Komercni Banka asAnnouncement

20/03/2023 07:00

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RNS Number : 4457T  Komercni Banka  20 March 2023

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 20 March 2023

 

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

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 20 April 2023 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 2022 with
the proposal for the distribution of profit for the year 2022 and over the
consolidated financial statements for the year 2022

2.  Supervisory Board's position on the annual financial statements for the
year 2022, on the proposal for the distribution of profit for the year 2022
and on the consolidated financial statements for the year 2022; 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 2022

3.     Discussion over the Audit Committee's report on the results of its
activity for the year 2022

4.     Approval of the annual financial statements for the year 2022

5.     Decision on the distribution of profit for the year 2022

6.     Approval of the consolidated financial statements for the year 2022

7.     Discussion over the explanatory report on 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 2022

9.     Election of members of the Supervisory Board

10.  Election of a member of the Audit Committee

11.  Approval of the Report on Remuneration for the year 2022

12.  Decision on the appointment of a statutory auditor to make the statutory
audit for the year 2023

 

Record date:

The record date for shareholders to be entitled to attend the General Meeting
shall be 13 April 2023. 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 20 April 2023 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 draft 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 part 1 of the Notice of
General Meeting (Attendance and representation of shareholders at the General
Meeting). 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 Corporations 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 20 April 2023 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.

 

9.         In the case of representation of a shareholder which is a
legal entity 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 shareholder which is a legal entity must make sure that each
individual authorized to vote electronically has entered into the Electronic
Signature & KB Bank Identity Contract.

 

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 shareholder which is a legal entity 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., 20 April 2023 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 20 April 2023.

 

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, 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.
Shareholders being legal entities 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.

 

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 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 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 (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.

 

Draft 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 2022 with
the proposal for the distribution of profit for the year 2022 and over the
consolidated financial statements for the year 2022

The draft 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 2022, on the proposal for the distribution of profit for the year 2022
and on the consolidated financial statements for the year 2022; 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 2022

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 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 2022, the
consolidated financial statements for the year 2022, the proposal for the
distribution of profit for the year 2022, or the Board of Directors' report on
relations among related entities for the year 2022.

 

Ad 3: Discussion over the Audit Committee's report on the results of its
activity for the year 2022

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 2022

 

Resolution

The General Meeting approves the annual financial statements of Komerční
banka, a. s., for the year 2022 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 Corporations
Act, these are submitted to the General Meeting by the Board of Directors for
approval. The annual financial statements for the year 2022 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 Report for the year
2022 published along with the financial statements. The Board of Directors
declares that the submitted annual financial statements for the year 2022 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 for the year 2022

 

Resolution

The General Meeting approves the distribution of the profit of Komerční
banka, a. s., for the year 2022 in the amount of CZK  17,571,697,925.55 as
follows:

 

Share in the profit to be distributed among shareholders (dividends)
CZK 11,482,776,289.20

Retained earnings
                                              CZK
6,088,921,636.35

 

 

The amount of the dividend per share is CZK 60.42 before taxation. The
dividend can be claimed by each shareholder holding a share of Komerční
banka, a. s., with ISIN CZ0008019106 as of 2 May 2023. The dividend shall be
due on 22 May 2023.

 

Reasoning: Under the Corporations 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 2022
approved by the General Meeting. The aggregate amount of the proposed dividend
represents a payout ratio of 65.4 %  of the consolidated net profit
attributed to shareholders of the parent company (KB). 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 (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 Corporations
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
on 2 May 2023 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 Sunday, 21 May 2023, the dividend becomes due the next
business day, i.e. 22 May 2023.

 

The treatment of the share in the profit for the year 2022 attributable to
treasury shares held by the Bank arises from Section 309 (2) of the
Corporations Act and is extinguished on maturity.

 

Ad 6: Approval of the consolidated financial statements for the year 2022

 

Resolution

The General Meeting approves the consolidated financial statements of
Komerční banka, a. s., for the year 2022 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 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
2022 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
Report for the year 2022. 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 explanatory report on matters under  S. 118 (5) of
Act No. 256/2004 Coll., the Act Providing for Business Undertaking in the
Capital Market as Amended

The explanatory report on matters under S. 118 (5) of the ABUCM is worked out
in accordance with the requirement of S. 118 (6) of the ABUCM. This report has
to be submitted by the Board of Directors to shareholders at the General
Meeting every year to explain the defense 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 (http://www.kb.cz) . The Board of Directors submits this summary
explanatory report to shareholders and declares that the report 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 2022

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 2022 is complete and true. The report on relations among related
entities for the year 2022 shows that, during the reporting period from 1
January 2022 to 31 December 2022, 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 2022 contained any material factual inaccuracies.

 

Ad 9: Election of members of the Supervisory Board

 

Resolution

The General Meeting elects Ms. Marie DOUCET, born on 21 March 1959, residing
at 28 lieu-dit la Charaudière, Champtoceaux, 49270 OREE D'ANJOU, French
Republic, as a member of the Supervisory Board of Komerční banka, a. s., who
will, in accordance with S. 453 (2) of the Corporations Act, replace Ms.
Cécile CAMILLI, a member of the Supervisory Board born on 9 July 1975,
residing at 78110 Le Vesinet, 10 allée des Bocages, French Republic, with
effect as of 21 April 2023.

 

Reasoning: In connection with the termination of the term of office of Ms.
Cécile Camilli on 25 April 2023, who will no longer be standing for election
as a member of the Supervisory Board, it is proposed that Ms. Marie Doucet,
who is an independent candidate meeting the independence requirements of the
Guidelines on the assessment of the suitability of members of the management
body EBA/GL/2021/06 of 2 July 2021, be elected in her place. The proposed
candidate, Ms. Doucet, has global expertise in banking, audit, financial
management controls, risk management and human resource management. The
Nomination Committee has considered the professional qualifications,
credibility and experience of the said candidate and recommended her election.
Having reviewed the submitted documents, the CNB has stated that it has no
reservations on the outcome of the Bank's assessment of the suitability of the
above-mentioned candidate in relation to the relevant function, 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.

 

Resolution

The General Meeting elects Ms. Petra Wendelová, born on 3 June 1962, residing
at Prague 1, Žatecká 16/8, postal code 110 00, as a member of the
Supervisory Board with effect from 26 April 2023.

 

Reasoning: In connection with the termination of her term of office, Ms. Petra
Wendelová is proposed again for membership in the Supervisory Board. The
candidate meets all the requirements to serve as a Supervisory Board member,
has no conflict of interest and has sufficient time capacity to perform the
duties. The Nomination Committee has assessed the candidate's professional
qualifications, credibility and experience and recommended her election. Her
curriculum vitae is available on the Bank's website at www.kb.cz.

 

Ad 10:  Election of a member of the Audit Committee
 

Resolution

The General Meeting elects Ms. Petra Wendelová, born on 3 June 1962, residing
at Prague 1, Žatecká 16/8, postal code 110 00, as a member of the Audit
Committee with effect from 26 April 2023.

 

Reasoning: Based on the outcome of the Nomination Committee's assessment, it
is proposed reelecting Ms. Petra Wendelová as a member of the Audit
Committee. The candidate meets the requirements to serve as a member of the
Audit Committee and is professionally competent and independent. The
candidate's curriculum vitae is available on the Bank's website at www.kb.cz.

 
Ad 11: Approval of the Report on Remuneration for the year 2022

 

Resolution

The General Meeting approves the Report on Remuneration for the year 2022 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
2022 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 2022 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 2022 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 2022 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 2022 will be published on the Bank's website without undue delay
after the General Meeting.

 

Ad 12: Decision on the appointment of a statutory auditor to make the
statutory audit for the year 2023

 

Resolution

The General Meeting appoints company Deloitte Audit s.r.o. with its registered
office at Italská 2581/67, Vinohrady, 120 00 Praha 2, identification No.
49620592 as the external auditor of Komerční banka, a. s., for the year
 2023, 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 Coll., 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 eight 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.:

 

 

 

 

___________________________________
__________________________________

 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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