REG - Komercni Banka - Notice of GM Draft Resolution

Komercni Banka asAnnouncement

13/10/2021 18:20

RNS Number : 0109P
  
Komercni Banka
  
13 October 2021
  
 

Komercni banka, a.s. 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 13 October 2021 
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
 
 
NOTICE OF THE COMMENCEMENT OF REMOTE DECISION-MAKING 
BY THE GENERAL MEETING OF KOMERČNÍ BANKA, A.S.
 
Shareholders,
In accordance with the Notice of remote decision-making by the General Meeting of Komerční banka, a.s. (hereinafter called the "Bank") that was published on the Bank's website www.kb.cz and in the Mladá fronta DNES daily on 22 September 2021 (hereinafter called the "Notice of remote decision-making"), we hereby submit to you the draft resolution on which you can vote remotely ("per rollam" in Czech).
Votes can be cast by shareholders listed in the statement from the Central Securities Depository as of 7 October 2021 (the record date). 
Please note that a legal entity's beneficial owner is, under Act No. 37/2021 Coll., the Beneficial Owners Registration Act, prohibited from exercising the voting right unless such a beneficial owner is entered in the beneficial owners register. This legal entity may not vote at the General Meeting. Furthermore, votes may not be cast by any legal entity or anyone acting on behalf of a legal person the beneficial owner of which is not entered in the register. Moreover, the voting right at the General Meeting may not be exercised by any legal entity or anyone acting on behalf of a legal arrangement which has no beneficial owner entered in the beneficial owners register. Also, votes may not be cast by anyone who cannot exercise the voting right under the conditions set out by the Corporations Act or by another piece of legislation. 
You can vote from 18 October to 2 November 2021, 24:00.
You may vote in person or by proxy either in writing or using the Bank's remote communication

electronic platform. The requirements as to the identification of shareholders and shareholders' proxies

can be found in articles 4.2 - 4.4 of the Notice of remote decision-making which is available on the

Bank's website www.kb.cz. These rules state especially that each shareholder that is a legal entity must

deliver, no later than together with the ballot, a current statement from the competent public registry or

another document proving his right to act on behalf of the legal entity. A shareholder's proxy holder

must deliver, no later than together with the ballot, the original or an officially attested copy of the proxy.

The shareholder's signature attached to it must be officially authenticated and the proxy must show

whether it may be used by the proxy holder to represent the principal at one or more general meetings;

this shall not apply in the case of meeting the conditions set out in article 4.4 of the Notice of remote

decision-making.
If you wish to vote in writing, the ballot papers will be available on the internet website www.kb.cz from 14 October 2021.
If you wish to vote FOR a proposal, fill in the ballot paper as indicated thereon and subsequently send

it:
a)   by mail to Komerční banka, a.s., P.O.BOX 839, postal code 114 07, stating KB GENERAL  MEETING on the envelope, or 
b)   by e-mail to valnahromada@kb.cz, in which case a simple electronic copy of the signed ballot papers will be sufficient (no need for an officially authenticated signature); however, the e-mail message in question must be furnished with an advanced electronic signature; or
c)   to the data mailbox the address (ID) of which is 4ktes4w. Please fill in 2300 KB GENERAL

MEETING as the addressee. If the ballot papers are sent from the data mailbox of a shareholder, a simple electronic copy of the signed ballot papers is sufficient (no need for an officially authenticated signature or for an advanced electronic signature on the ballot paper).
If you wish to vote AGAINST a proposal, you do not have to send in any vote (shareholders who do not

send in their vote within the time period allowed for voting are deemed to have voted AGAINST the

proposal) or you can fill in the ballot paper as indicated thereon and send it to the Bank using one of the

ways described above. 
If you wish to vote using the electronic remote communication platform, you need to create access to the KB's electronic platform. The information on the possibility and way of creating access to this platform was stated in the Notice of remote decision-making and is also available on the internet website www.kb.cz. To vote using the electronic remote communication platform, you click on the "FOR" or "AGAINST" button referring to the item of business on the decision-making agenda concerned. Once you make your choice, you need to save your vote and subsequently send it in.
Votes cast using the ballot papers or the remote communication electronic platform cannot be changed

or revoked subsequently.
Counterproposals to the submitted draft resolutions to be taken remotely can be submitted by 30 October 2021 under the conditions stated in art. 10 of the Notice of remote decision-making.  However, you are not going to vote on the submitted counterproposals, if any, now, but only during a potential second round of remote decision-making which will take place no later than 30 days from the announcement of the results of the first round of remote decision-making if the proposal submitted in the first round of remote decision-making is not carried. Information on the potential second round of remote decision-making in which you may potentially vote on counterproposals will be provided to you along with the announcement of the results of this first round of remote decision-making on 4 November 2021.
Requests for explanation in respect of the submitted draft resolutions to be taken remotely can be filed

under the conditions stated in article 9 of the Notice of remote decision-making until 23 October 2021.

Answers to legitimate requests for explanation will be provided by publication on the Bank's website www.kb.cz no later than on 27 October 2021. If an answer cannot be provided by the said date, the Board of Directors will provide it no later than within 15 days thereafter. In such a case, the text of the request for explanation along with the information that the explanation will be provided within the additional 15-day period will be published on the website.
Further details on the remote decision-making can be found in the Notice of remote decision-making

which is available on the internet website www.kb.cz.
 
 




 
DRAFT RESOLUTION 
to be decided upon by the General Meeting of Komerční banka, a. s.,
remotely in writing and using the remote communication electronic platform 
under S. 12a of the Articles of Association of the Bank 
 
Votes on the draft resolutions can be cast from 18 October 2021 to 2 November 2021.
 
Ad item Distribution of retained earnings of previous years
 
DRAFT RESOLUTION: 
Remotely, in writing and using the remote communication electronic platform, the General Meeting approves the distribution of the retained earnings of Komerční banka, a. s., in the amount of CZK 4,534,575,343. 60 as follows: 
 
The amount of the share in retained earnings per share is CZK 23.86 before taxation. The right to a share in the retained earnings can be claimed by each shareholder holding a share of Komerční banka, a. s., with ISIN CZ0008019106 as of 11 November 2021. The share in the retained earnings shall be due on 3 December 2021. 
 
Reasoning: Under the Corporations Act and the Articles of Association of Komerční banka, a. s., the decision on the distribution of retained earnings of previous years falls within the scope of powers of the General Meeting. The share in the retained earnings is set on the basis of the annual financial statements for 2020 approved by the General Meeting on 21 April 2021 available on the Bank's website www.kb.cz, and was retained in 2019 and 2020 due to the regulatory restrictions relating to the pandemic. As of 31 December 2020, the retained earnings amounted to CZK 74,689,698,163.66 and, based on a decision of the General Meeting of 21 April 2021, this amount was increased by CZK 6,928,610,374.9 and by a dividend amount of CZK 39,480,158 which became time-barred. This means that currently there are CZK 81,657,788,696.56 on the account of retained earnings of previous years. The payment of retained earnings of previous years must be in line with the Corporations Act and will be decided upon by the Board of Directors of the Bank. The share of retained earnings of previous years will be paid out by Komerční banka, a. s., solely by cashless transfer to a bank account. The details on its payment are stated on the Bank's website www.kb.cz. The Board of Directors declares that the statutory requirements as to the distribution of retained earnings of previous years are met and that the volume of the share of the retained earnings to be paid out has been given by the framework of the Czech National Bank, which has no objections to its payment. The due date for the payment of the share of retained earnings of previous years is set in line with S. 6 (3) of the Articles of Association, which is 3 December 2021.
 
The way of managing the share in retained earnings of previous years attributable to own shares held by the Bank reflects S. 309 (2) of the Corporations Act and terminates by its maturity. 
 
A document entitled Conditions and arrangements for the payment of retained earnings of previous years which is located on the Bank's website is available to shareholders in connection with the proposal for the distribution of retained earnings of previous years using the remote decision-making procedure. 
 
 
The Board of Directors of Komerční banka, a. s.
 

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