Company Announcements

Notice of GM per rollam, draft resolution

Source: RNS
RNS Number : 7870E
Komercni Banka
31 October 2022
 

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 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 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. 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 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, 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 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.



 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
NOGEFLFXLBLXFBB