Public Call

Shareholders assembly 31. 5. 2022

Public call for attending the 50th meeting of the Shareholders Assembly of Stopanska Banka AD–Skopje

Pursuant to Article 390 and Article 403 of the Law on Trade Companies, and following a Proposal Decision of the shareholder National Bank of Greece S.A. Athens, owner of 94.6% of the total number of voting shares, to supplement the Agenda of the 50th session of the Shareholders Assembly of Stopanska Banka AD - Skopje scheduled for 31.05.2022 at 13:00, the Supervisory Board of Stopanska Banka AD - Skopje adopted a Decision to amend the Decision to convene the 50th Session of the Assembly of Shareholders of Stopanska Banka AD - Skopje (No. 40/2022 of 13.05.2022), amending the Agenda by adding a new item - "Adoption of a Decision on amending the Statute of Stopanska Banka AD - Skopje which refers to the rights from the shares".

Based on the above, for the work of the 50th session of the Shareholders Assembly, the Supervisory Board of the SB proposes the following:

REVISED AGENDA

1. Election of Chairman, Minutes Taker – Notary Public and votes counter;
2. Review of the Minutes of the 49th Shareholders Assembly;
3. Passing a Statutory Decision on amending the Statute;
4. Passing a Statutory Decision on amending the Statute related to the rights of the shares;
5. Determining the revised text of the Statute;
6. Passing a Decision on adoption of the Annual Account and Financial Statements of Stopanska Banka AD – Skopje for 2021;
7. Review and adoption of the Audited Financial Statements of Stopanska Banka AD – Skopje for 2021 and the written opinion prepared by the Supervisory Board;
8. Review and adoption of the Annual Report on operation in 2021 and the written opinion prepared by the Supervisory Board;
9. Passing a Decision on distribution of profits for 2021;
10. Passing a Decision on redistribution of part of accumulated earnings into earnings restricted for distribution to the shareholders;
11. Passing a Decision on reallocation of accumulated earnings for investments purposes into earnings available for distribution to the shareholders;
12. Passing a Decision on the manner of calculating and disbursing dividend to holders of preferred shares of Stopanska banka AD – Skopje for 2021;
13. Review and approval of the Annual Report on operation of the Supervisory board for 2021;
14. Passing a Decision on selection of authorized external auditor for 2022.

All other provisions of the Public Call published on 30.04.2022 are remaining the same. For better overview, we re-publish the rest of the provisions of the already published Public Call.
    
    Shareholders of Stopanska Banka AD–Skopje are hereby invited to register their attendance at the meeting of the Shareholders Assembly by delivering: written power of attorney issued by competent body of the shareholder (for shareholders - legal entities) or personally signed registration form (for shareholders - individuals), at least 3 (three) days before holding the meeting, and not later than within the period prescribed by the Companies Law, at the address: 7, “11 Oktomvri Street”, 1000 Skopje,  to the attention of: Chairman’s Office, or to e-mail address: sobranie@stb.com.mk, by delivering the power of attorney or registration form in scanned format.

    The shareholders of SB can vote upon the items on the agenda published in the Public Call and by filling the Correspondence Voting Form, which is published on the official website of the Bank in the section "Shareholders Assembly - documentation", at the following link: www.stb.com.mk. The duly completed Correspondence Voting Form must be submitted by the shareholders in writing in the original, with the completed full name and personal signature of the shareholder-natural person, ie name, seat, seal and full name and personal signature of the legal representative of the shareholder - legal entity. For the needs of identification, together with the completed Correspondence Form, the shareholder-natural person is required to submit a copy of the identification document (identity card). For the purposes of identification, together with the completed Correspondence Form, the shareholder-legal entity is required to submit a copy of the current status of the legal entity and a copy of the identification document (ID card) of the legal representative of the legal entity. The completed Correspondence Form in original together with the above identification documents, marked "for Shareholders Assembly" should be received at the headquarters of Stopanska Banka AD - Skopje, at 11 Oktomvri Street no. 7, 1000 Skopje, no later than 31.5.2022 until 13.00.

    Shareholders can authorize a proxy, in a manner and under conditions defined by law, at the meeting of the Shareholders Assembly by issuing a written power of attorney, on which they are obliged to notify promptly SB by written notification delivered to the address: 7, “11 Oktomvri Street”, 1000 Skopje, to the attention of: Chairman’s Office, or to e-mail address: sobranie@stb.com.mk, by delivering the power of attorney in scanned format, otherwise it will be considered that the proxy was not authorized.

    The Shareholders Assembly may decide only upon issues that are duly included in the Agenda in accordance with the Statute of the Bank and the Law on Trade Companies.

Shareholders that individually or jointly hold at least 5% of the total number of voting shares can within 8 (eight) days from the date of publishing the Public Invitation for convening the Shareholders Assembly, i.e. not later than until 7.05.2022, propose a supplement to the proposed Agenda by requesting new items or decisions to be included under each item of already placed items or the ones which will be placed on the Agenda if they concurrently enclose also explanation on the proposed item for supplementing the Agenda or if they propose a decision under the proposed item. Proposing items/decisions to be placed on the Agenda shall be performed by written notification delivered to the address: 7, “11 Oktomvri Street”, 1000 Skopje, to the attention of: Chairman’s Office, or in scanned form to e-mail address: sobranie@stb.com.mk.

The proposal shall be delivered in written/scanned form in original, by completed full name and surname and personal signature of individual shareholder(s), i.e. name, headquarters, seal, full name and surname and personal signature of the legal representative of legal entity shareholder(s). Along with the request, the shareholder should obligatorily attach relevant identification documents, as follows:
1. For shareholder individual, it is attached:
- Statement of the Central Depositary of Securities containing the number of shares, in original, not older than three days; and
- Copy of ID card or passport.
2. For shareholder legal entity, it is attached:
- Statement of the Central Depositary of securities containing the number of shares, in original, not older than three days;
- Last current status from the Central Register in original, not older than seven days;
- Copy of ID card or passport of the legal representative.

Shareholders shall have the right to ask questions under items on the Agenda. The right to ask questions by shareholders and the obligation of the company to answer the asked questions can be limited only for the purpose of maintaining order in chairing and working of the Assembly, or undertaking activities for keeping the confidentiality in operation and business interests of the company. Answers to asked questions at the meeting of the Shareholders Assembly shall be announced on the Bank website: www.stb.com.mk in a question and answer form.

Questions shall be delivered in written form in original to the address: 7, “11 Oktomvri Street”, 1000 Skopje, to the attention of: Chairman’s Office or in scanned form to the e-mail address: sobranie@stb.com.mk, by completed full name and surname and personal signature of individual shareholder(s), i.e. name, headquarters, seal, full name and surname and personal signature of the legal representative of legal entity shareholder(s).

Along with the question, the shareholder should obligatorily attach relevant identification documents, as follows:
1. For shareholder individual, it is attached:
- Statement of the Central Depositary of Securities containing the number of shares, in original, not older than three days; and
- Copy of ID card or passport.

2. For shareholder legal entity, it is attached:
- Statement of the Central Depositary of Securities containing the number of shares, in original, not older than three days;
- Last current status from the Central Register in original, not older than seven days;
- Copy of ID card or passport of the legal representative.

Voting under the Agenda items shall be conducted in accordance with the Statute and the Companies Law. Proposed Agenda materials, and other information according to law, shall be available to shareholders for review in the Head Office of Stopanska Banka AD – Skopje (3rd floor, office no.306) every workday from 12:00 to 15:00 o’clock, as well as on the Bank website www.stb.com.mk, from the date of announcing this Public Invitation.

STOPANSKA BANKA AD - SKOPJE