Company Announcements

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 24 April 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

Komercni banka, a.s. informs its shareholders about the Results of the decision-making by the General Meeting of Komerční banka, a.s.

THE GENERAL MEETING OF KOMERČNÍ BANKA, A.S., HELD ON 24 APRIL 2024

Resolutions approved in respect of individual agenda items

7: Approval of the annual financial statements for the year 2023

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. 

8: Approval on the distribution of profit

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.

9: Approval of the consolidated financial statements for the year 2023

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.  

10: Approval of the revision of the Articles of Association

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.

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.  

11: Election of members of the Supervisory Board - Ms. Delphine Garcin-Meunier

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.

12: Election of members of the Audit Committee - Ms. Delphine Garcin-Meunier

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.

13: Election of members of the Audit Committee - Mr. Petr Dvořák

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.

14: Approval of the Report on Remuneration for the year 2023

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

15: Approval of the appointment of a statutory auditor

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.

16: Approval of the appointment of an auditor to provide an assurance opinion on the sustainability report for 2024

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.