REG - Komercni Banka - Notice of GM per rollam, draft resolution

Komercni Banka asAnnouncement

31/10/2022 15:45

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RNS Number : 7870E  Komercni Banka  31 October 2022

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 31 October 2022

 

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 (http://www.kb.cz) and in the Mladá fronta
DNES daily on 10 October 2022 (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 25 October 2022 (the record date).

Please note that, under Act No. 37/2021 Coll., the Beneficial Owners
Registration Act, as Amended, there is a prohibition on exercising the voting
right if the beneficial owner of a legal entity is not 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 6 November to 21 November 2022, 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 (http://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 (http://www.kb.cz) from 1 November 2022.

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. In this case, the signatures on
the ballot papers must be officially authenticated and the same shall apply to
foreign certification clauses as set out in Article 4.4 of the Notice of
remote decision-making; any requirements arising from Articles 4.3 to 4.5 of
the Notice of remote decision-making shall not be affected; or

b)   by e-mail to valnahromada@kb.cz (mailto: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;
any requirements arising from Articles 4.3 to 4.5 of the Notice of remote
decision-making shall not be affected; 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). Any requirements arising
from Articles 4.3 to 4.5 of the Notice of remote decision-making shall not be
affected.

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
using one of the

ways described above.

If you wish to vote using the electronic remote communication platform, you
need to use the General Meeting Application located on the Bank's website
www.kb.cz (http://www.kb.cz) in the General Meetings section, provided that
you enter or have entered with KB into the Electronic Signature & KB Bank
Identity Contract which allows authenticating a person's identity using the
agreed method.

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 18 November 2022 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 24 November 2022.

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 (http://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 6 November 2022 to 21 November
2022.

 

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 10,547,733,930.00 as follows:

 

The amount of the share in retained earnings per share is CZK 55.50 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 30 November 2022. The share in the retained earnings shall be due on 22
December 2022.

 

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 2021 approved by the General Meeting on 20 April 2022 available
on the Bank's website www.kb.cz. As of 31 December 2021, the retained earnings
amounted to CZK 77,478 million and, based on a decision of the General Meeting
of 20 April 2022, this amount was increased by CZK 4,029 million and by the
dividend amount attributable to shares owned by Komerční banka, a.s., in the
amount of CZK 52 million. This means that currently there are CZK 81,559
million on the account of retained earnings of previous years. The amount of
retained earnings of previous years also includes the share in the profits
retained for 2019 and 2020 due to the pandemic-related regulatory
restrictions. The retained earnings from 2019 and 2020 were partially
distributed in 2021 in the volume of CZK 4,535 million, i.e., a dividend of
CZK 23.86 per share, a volume set by the Czech National Bank's framework. The
total amount of the proposed dividend, together with the dividend paid in
2021, represents a payout ratio of 65.4% of the consolidated net profit for
2019 and 2020 attributable to the shareholders of the parent company (KB). 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 Czech National
Bank has no objections to its payment. The proposal for the distribution of
retained earnings 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 with respect to 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. 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 22 December 2022.

 

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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