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Category: Inside information
Published on: SEOnet
Published at:  11.05.2018 12:44
Published document ID: INI-396/18
INI-384/18

SID banka, d. d., Ljubljana

30th General Meeting of SID Bank

Pursuant to Article 295 of the Companies Act (ZGD-1) and Article 12 of the Articles of Association of SID – Slovenska izvozna in razvojna banka, d.d., Ljubljana the Management Board of SID banka, d.d., Ljubljana convenes 30th General Meeting
to be held on 14th June 2018 at 10.00 a.m. at the
SID Bank's headquarters, Ulica Josipine Turnograjske 6, Ljubljana
with the following agenda:

1.   Verification of quorum, presence of the notary, and the election of the chairman of the General Meeting

1.1. Proposed Resolution:

»Mr. Bojan Pecher is hereby appointed Chairman of the General Meeting.«

2.   Presentation of the audited 2017 Annual Report of SID Bank and SID Bank Group with the Report of the Supervisory Board, the proposal for the allocation of the distributable profit for 2017, the proposal to give discharge to the Management Board and the Supervisory Board, and presentation of the Annual Internal Audit Report accompanied with the opinion of the Supervisory Board

2.1. Proposed Resolution:

»The General Meeting takes note of the 2017 Annual Report of SID Bank and SID Bank Group and the Report of the Supervisory Board on reviewing and approving of the 2017 Annual Report of SID Bank and SID Bank Group.«

2.2. Proposed Resolution:

»Distributable profit as at 31.12.2017 in the amount of EUR 6,628,945.98 shall be allocated to other profit reserves.«

2.3. Proposed Resolution:

»The General Meeting grants discharge to the Management Board of SID Bank for the financial year 2017.«

2.4. Proposed Resolution:

»The General Meeting grants discharge to the Supervisory Board of SID Bank, for the financial year 2017.«

2.5. Proposed Resolution:

»The General Meeting takes note of the Annual Report on Internal Audit for the year 2017 accompanied with the opinion of Supervisory Board.«

3.  Definition of the remuneration of members of the Supervisory Board 

3.1. Proposed Resolution:

»Based on the proposal of the supervisory board, the company’s general meeting hereby adopts the following resolution:

Supervisory board members shall receive attendance fees in the gross amount of EUR 275.00 per member. The members of supervisory board committees shall receive an attendance fee for their participation at a committee session in the amount of 80% of the attendance fee for supervisory board sessions. The attendance fee for correspondence sessions shall amount to 80% of the regular attendance fee. Notwithstanding the above and regardless of the number of sessions attended, an individual supervisory board member shall be entitled to the payment of attendance fees during a given financial year until the total amount of attendance fees reaches 50% of the annual basic wage for the performance of the function of supervisory board member. Notwithstanding the above and regardless of the number of supervisory board and committee sessions attended, an individual supervisory board member who is also a member of a supervisory board committee or committees shall be entitled to the payment of attendance fees during a given financial year until the total amount of attendance fees for sessions of the supervisory board and its committees reaches 75% of the annual basic wage for the performance of the function of supervisory board member.

In addition to attendance fees, supervisory board members shall receive basic pay for the performance of their functions in the gross amount of EUR 15,000.00 per year per member. The chairman of the supervisory board shall also be entitled to an additional fee in the amount of 50% of their basic wage for performing the function of supervisory board member, while the vice-chairman/deputy chairman of the supervisory board shall be entitled to an additional fee in the amount of 10% of their basic wage for the performance of the function of supervisory board member.

Members of the supervisory board’s committees shall receive an additional fee for the performance of their functions that amounts to 25% of their basic pay for performing the function of supervisory board member. The chairman of a committee shall also be entitled to an additional fee for the performance of their function in the amount of 37.5% of the basic wage for the performance of the function of supervisory board member. Notwithstanding the above and regardless of the number of committees of which they are a member or chairman, each member of a supervisory board committee shall be entitled to the payment of an additional fee during a given financial year until the total amount of such additional fees reaches 62.5% of the annual basic wage for the performance of the function of supervisory board member. Notwithstanding the above and regardless of the number of committees of which they are a member or chairman, if the mandate of an individual member of the supervisory board is shorter than the financial year, each member of a supervisory board committee shall be entitled to the payment of an additional fee in a given financial year until the total amount of such additional fees reaches 62.5% of the basic wage for the performance of the function of supervisory board member, relative to the eligible payments for the duration of such member’s mandate during the financial year in question.  

Supervisory board members and members of supervisory board committees shall receive a basic wage and an additional fee for the performance of their functions in proportional monthly payments, to which they are entitled as long as they perform their functions. The monthly payment shall amount to one-twelfth of the annual amounts specified above.

The restriction on the amount of total attendance fees or additional fees paid to a member of the supervisory board shall in no way affect their obligation to actively participate in all meetings of the supervisory board and committees of which they are a member, nor shall it affect their legally prescribed responsibility.

Supervisory board members shall be entitled to the reimbursement of travel costs and accommodation expenses incurred in connection with their work on the supervisory board up to the level specified in regulations governing the reimbursement of work-related costs and other tax-deductible income (provisions applying to travel and over-night stays on business trips). The amount to which a supervisory board member is entitled according to the regulations referred to above shall be converted to a gross amount so that net payment is equal to the reimbursement of actual travel costs. The distances between locations shall be calculated via AMZS’s public website and shall be taken into account for the purpose of determining mileage. Accommodation costs may only be reimbursed if the distance between the permanent or temporary residence of the member of the supervisory board or a supervisory board committee and the place of work is at least 100 kilometres, if they were unable to return because there were no scheduled public transport services or for other objective reasons.

This resolution shall enter into force and be applicable on the day it is adopted by the general meeting. With the adoption of this resolution, the resolution under point 4 adopted by the general meeting on 27 July 2011 shall be rescinded.«

Proposed Resolutions for items 1 and 2 were submitted by the Management Board and the Supervisory Board of SID Bank, proposed Resolutions for point 3 were submitted by Supervisory Board.  

As sole shareholder and in accordance with the fourth article of the Law on the Slovene Export and Development Bank (ZSIRB), Republic of Slovenia may attend and cast vote at Annual General Meeting. Pursuant to Law on the Slovenian Sovereign Holding (ZSDH-1), Republic of Slovenia is represented by Slovenian Sovereign Holding.

The representative of the Slovenian Sovereign Holding, is obliged to submit the appropriate written authorization before the Annual General Meeting at the latest, and prove the identity with a personal document. SID Bank archives original documentation.

Republic of Slovenia or its representative may submit their proposals, authorizations and other documents regarding SID Bank’s Annual General Meeting by e-mail to info@sid.si.

Explanations of the items on the agenda and proposed resolutions are available on the SID Bank’s website (www.sid.si).

Management Board of SID banka, d.d., Ljubljana
Date: 14.05.2018