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Shareholders assembly

Public Call

Shareholders assembly 30.06.2020

Public call for attending the 48th meeting of the Shareholders Assembly of Stopanska Banka AD–Skopje

 

On the basis of Article 27 of the Statute of Stopanska Banka AD–Skopje (A.D.No.399/04.03.2020, revised text), the Supervisory Board of Stopanska Banka AD–Skopje, at the meeting held on 28.05.2020, passed a Decision on convening the 48th meeting of the Shareholders Assembly of Stopanska Banka AD–Skopje (S.B. 28/2020 dated 28.05.2020).

The Shareholders Assembly meeting will be held on June 30, 2020 (Tuesday), at 12.00 by correspondence, given the state of emergency and in order to comply with the protective measures to prevent the spread of the virus COVID-19 of the Government of the Republic of North Macedonia and in accordance with the announcement of the Securities and Exchange Commission of the Republic of North Macedonia dated 16.03.2020 for modification of the holding of the annual shareholders meetings.


For work of the 48th meeting of the Shareholders Assembly, the Supervisory Board of SB proposes the following:


A G E N D A


1.    Election of Chairman, Minutes Taker – Notary Public and votes counter;
2.    Review of the Minutes of the 47th Shareholders Assembly held on March 4th, 2020;
3.    Adoption of a Decision on confirmation of the resignation of a member of the Supervisory Board;
4.    Adoption of a Decision on re-appointment a member of Supervisory Board;
5.    Adoption of a Decision on adoption of the Annual Account and Financial Statements for 2019;
6.    Review and adoption of the Audited Financial Statements for 2019 and the written opinion prepared by the Supervisory Board;
7.     Review and adoption of the Annual Report on operation in 2019 and the written opinion prepared by the Supervisory Board;
8.    Adoption of a Decision on distribution of profits for 2019;
9.    Adoption of a Decision on the manner of calculating and disbursing dividend to holders of preferred shares for 2019;
10.    Adoption of a Decision on redistribution of part of accumulated earnings into earnings restricted for distribution to the shareholders;
11.    Review and approval of the Annual Report on operation of the Supervisory Board for 2019;
12.    Passing a Decision on selection of authorized external auditor for 2020.

The shareholders of the Bank are invited to vote on the items on the agenda published in the Public Call, by filling in the Form for voting by correspondence, which is published on the official website of the Bank at the following link www.stb.com.mk.
The duly completed Form for voting by correspondence, the shareholders must submit in writing in original, with the full name and surname filled in and the shareholder's personal signature, i.e. name, seal and full name and signature and personal signature of the legal representative, of the shareholder legal entity.
For identification purposes, together with the completed Correspondence Form, a natural person shareholder is required to submit a copy of an identification document (ID card).


For the purposes of identification, together with the completed Correspondence Form, a shareholder legal entity is required to submit a copy of the current legal 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 the original together with the above-mentioned identification documents, marked "for Shareholders' Assembly" should be received at the headquarters of Stopanska Banka AD - Skopje, at 11 Oktomvri Street. 7, 1000 Skopje, no later than 29.06.2020 until 12.00.


The shareholders' assembly will decide only on issues that are properly placed on the agenda in accordance with the Bank's Statute and the Law on Trade Companies.
Voting on the items on the agenda will be conducted in a manner determined in accordance with the provisions of the Law on Trade Companies.
Each shareholder may authorize his / her own power of attorney to the shareholders' assembly, in a manner and under conditions determined by law, by signing a written power of attorney. Every shareholder who has given a written power of attorney and appointed his / her own proxy is obliged to notify the Bank with a written notification to the above address and designation, or electronically to sobranie@stb.com.mk. by submitting the power of attorney in scanned form, otherwise it will be considered that he did not give the power of attorney.


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 07.06.2020, 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.

The shareholders have the right to ask questions on the items on the agenda by submitting a question in writing no later than 29.06.2020 by 12.00, at the above address of the Bank. The answers to the questions asked from the session of the Assembly will be published on the website of the Bank www.stb.com.mk in the form of a question and answer.

The questions are submitted in writing in the original to the above address and indication, or electronically in scanned form by e-mail sobranie@stb.com.mk, filled in full name and signature of the shareholder (s) natural person, i.e. name, seal, full name and surname and personal signature of the legal representative of the shareholder (s) legal entity. Along with the question, the shareholder must submit appropriate 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.


The shareholders can get acquainted with the materials on the agenda and with the additional information, in accordance with the current legislation, on the website of the Bank www.stb.com.mk from the day of the announcement of this Public Call.

STOPANSKA BANKA AD - SKOPJE

 

Shareholders

The nominal amount of the initial capital of the SB is 3,602,219,798 denars divided into 17,460,180 ordinary shares with a nominal amount of 201.1 denars per share and 227,444 non-voting cumulative preference shares with a nominal amount of 400 denars per share.

Shareholders of voting shares of ordinary shares holding qualified holding in SB:

National Bank of Greece (NBG): 94.6%.
Other shareholders: 5.4%.

SB Prospectus for listing of issued shares of sub-segment "Mandatory listing on the Official Market of the Macedonian Stock Exchange AD Skopje"

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