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Minutes of AGM

 

Translation from the Czech language

 

 

 

Komercni banka, a.s. https://killexams.com/vendors-exam-list 1, Na Prikope 33, constructing identification quantity 969, submit Code 114 07Identification No.: forty five 31 70 54incorporated in the industrial Register maintained with the Municipal court docket in Prague, section B, insert 1360

This doc is disclosed in keeping with the Prague inventory change guidelines, half VI, article 7, paragraph three, letter l) and in compliance with  the Act on company corporations, article 423 on fifth may additionally 2016

 

MINUTES

 

of complaints of the Annual frequent meeting (hereinafter only the "the standard assembly")

of Komerční banka, a.s. with its registered workplace at Prague 1, Na Příkopě 33, constructing quantity 969, postal code 114 07, company identity 45317054 (hereinafter observed simplest as the "company" or the ,,financial institution") held on 22 April 2016 from 1:00 p.m. in the constructing of Komerční banka, a.s.,

náměstí Junkových 2772/1, Stodůlky, Prague 5

 

 

Mr. Pavel Henzl has opened the proceeding at 1.00 p.m. He welcomed individuals existing and brought up that he become appointed via the Board of directors to behavior the prevalent meeting till election of its Chairman. He has additional brought up that the proceeding of state-of-the-art time-honored assembly may be performed within the Czech and the English languages with simultaneous interpretation. For this goal headphones had been disbursed to shareholders at the attendance entry for listening of the interpreted speech, and set for shareholders for broadcast within the English language to channel 2 and to channel 1 for broadcast in the Czech language. documents obtained via shareholders during attendance entry include brief operation guide to the far flung handle. Mr. Pavel Henzl asked the shareholders to return the comprehensive device to the attendance recorders on leaving the assembly.

 

Mr. Pavel Henzl then introduced attending members of the Board of directors, particularly Mr. Albert Le Dirac´h, Chairman of the Board of administrators, and further Messrs Vladimír Jeřábek, Libor Löfler, Peter fadedčka, Karel Vašáok and Aurélien Viry. He has additional pointed out that participants of the Supervisory Board of the bank headed by means of its Chairman Mr. Jean-Luc Parer are also existing on the widespread meeting. He has further pointed out that JUDr. Lucie Foukalová, the notary public, who will execute the Notarial list, is latest on the commonplace assembly. He cited that in compliance with the Articles of association of the bank the Board of administrators invited to the regular assembly as visitors the representatives of auditor business Deloitte Audit, s.r.o. and has introduced that Centrum hospodářských informací, a.s. (CENTIN, a.s.) changed into entrusted by using the Board of administrators of the business with provision for attendance and balloting. He has additional mentioned that in response to a legitimate Act on Banks the excerpt from the register of issuer finished as at the checklist day and approved with the aid of the Czech countrywide bank become used for latest Attendance record.

 

Mr. Pavel Henzl has then introduced that he received a document from persons entrusted with counting of votes according to which shareholders with shares of aggregate nominal price representing eighty.84 % of the Registered Capital of the financial institution at the moment are present at the regular meeting. He has declared that based on relevant wording of the Articles of association of the enterprise the well-known assembly constitutes a quorum and is capable to adopt resolutions and that no objection has been claimed in opposition t exertion of vote casting rights.  

 

He then requested shareholders to affix the KB brand they have got got right through attendance recording to a visible area for motive of their identification. due to this fact, he has opened the court cases of the widely wide-spread assembly.   

 

Mr. Pavel Henzl cited that the observe of the Annual customary meeting was posted in every day Mladá Fronta Dnes, on the word board of Komerční banka, a.s. and on the website of Komerční banka, a.s., and on the London inventory exchange server on 23 March 2016.

He extra cited that the agenda of this prevalent assembly is mentioned within the observe of the time-honored meeting, bought by means of shareholders with other files for this regularly occurring meeting. also proposed resolutions together with reasoning thereof form a part of the word of the standard meeting.

 

He has then reminded that in line with legitimate Articles of association of Komerční banka, a.s. the balloting is carried out by pollpapers which all shareholders got with their entry to the Attendance list. First vote is taken on the proposal of the Board of administrators.  If the suggestion of the Board of administrators is adopted by way of the required majority, no vote is taken on different proposals. voting on other proposals or counterproposals is taken in time sequence wherein they were filed.

  

Mr. Pavel Henzl has extra defined the formula of vote casting at the widespread assembly, in order that on balloting the shareholder will separate the pollpaper with announced sequence number of the respective pollround. If the shareholder consents with the suggestion counseled, she or he will separate the eco-friendly ballot; if s/he does not agree, s/he will separate the pink ballot; if s/he abstains, s/he'll separate the yellow polland places respective ballot paper into the ballot-field with which persons approved with counting votes will go round the shareholders.

 

He has extra observed that the room of the meeting hall is regarded as the premises decided for proceedings of the popular meeting. After leaving these premises, the shareholders' attendance might be interrupted and it should be re-registered by means of ability of offering their ballot papers on coming into lower back. in the event that they depart completely the proceedings of the regular assembly, the pollpapers should be exceeded in on the attendance registration desk.

The quorum of the frequent meeting and consequences of voting should be projected on the displays found within the meeting corridor.

 

Mr. Pavel Henzl has extra advised the shareholders that there is an information centre of the familiar assembly purchasable within the rear part of the assembly hall the place employees of Komerční banka, a.s. are able to reply questions or requests for explanations from shareholders. He has extra asked the shareholders to submit there their written proposals, counterproposals, requests for explanations, or eventual objections.

 

 

Approval of the guideline of procedure and the guideline of vote casting of the prevalent meeting, election of its Chairman, Minutes clerk, verifiers of Minutes and persons authorized with counting votes.

 

Mr. Pavel Henzl has subsequently proceeded to the procedural considerations on the Agenda of the customary assembly, i.e. "Approval of the rule of thumb of system and Rule of balloting of the ordinary assembly and election of its Chairman, Minutes clerk, verifiers of Minutes and individuals approved with counting votes".

 

He cited that upon their registration in the Attendance listing, as the document No. 1 shareholders have received the document with the rule of process and role of vote casting, which best determines the technical factor of the vote casting right and complaints of the well-known meeting. rules of technique of the widespread meeting including the system of balloting on the regularly occurring meeting and felony situations of exercising the balloting right are supplied within the Articles of Associations of the financial institution and the vote casting technique can be repeated earlier than each ballot.   

 

Mr. Pavel Henzl has then raised a question whether there changed into or is submitted any written request for explanation, any notion or counterproposal, or an objection regarding this merchandise on the Agenda. This turned into now not the case. 

Then he has asked whether there's any oral request for clarification, concept or counterproposal, or objection regarding this merchandise on the Agenda. This turned into not the case.

 

Thereupon he cited that in response to facts acquired from the scrutineers the accepted meeting constitutes a quorum and is in a position to undertake resolutions earlier than vote casting on the thought to be due to this fact offered thereat as shareholders retaining shares with their combination cost representing eighty.76 % of the Registered Capital of the bank are present.   

 

Mr. Pavel Henzl has then study the inspiration for a resolution as follows:

decision No. 1: The frequent assembly approves the rules of technique and the guidelines of voting of the commonplace assembly of Komerční banka, a.s. in keeping with the suggestion submitted with the aid of the Board of administrators.

 

He announced that an absolute majority of votes of attending shareholders is required for adoption of the proposed decision. due to this fact, he called shareholders for splitting of the pollpaper with the serial variety of the vote casting round 1 and subsequent shedding the pollpaper into the ballot-container, provided that the eco-friendly pollpaper is supposed to specific settlement with the concept, a the crimson ballot paper for the expression of disagreement with the idea, and the yellow pollpaper is supposed within the event that the shareholder will abstain from voting. on the same time, he requested the people approved with counting votes to take their workplaces and inform him on the termination of collecting the ballot papers.

 

After completion of voting, Mr. Pavel Henzl has study the report from individuals accredited to count votes the preliminary results of balloting on the resolution No. 1 expressed as percentage of votes as follows: in the meanwhile over 70.239 % of votes of attending shareholders, i.e. the mandatory absolute majority, were solid in favour of passing the decision.   

He brought up that the decision No. 1 has been adopted by means of the mandatory absolute majority of votes and that the accurate outcomes of vote casting will be communicated to the attending shareholders during the extra route of the generic assembly.  

 

The remaining effects of voting on the decision No. 1 announced and skim from the video display via Mr. Pavel Henzl during the route of the frequent meeting as follows:

For voted shareholders protecting 29,087,667 votes, representing 95.358,104 % of present variety of votes, no person voted towards, nobody abstained from voting, shareholders keeping 1,415,946 votes representing 4.641,896 % of present variety of votes have not forged their ballots, and no votes submitted have been invalid.

 

Mr. Pavel Henzl has presented a notion of the Board of directors of the company regarding bodies of the established assembly as follows: Chairman of the generic assembly - Pavel Henzl; Marcela Ulrichová as Minutes Clerk; Marie Bartošová as verifier of the Minutes; and humans permitted to count votes as scrutineers being Antonín Králíok and Václav Novotný. He has counseled that all these candidates are simplest elected for the proceedings of this Annual time-honored assembly and it'll be their duty to ensure the due average route of the meeting according to requirements of the legislations and of the Articles of association of the bank. 

   

Mr. Pavel Henzl asked no matter if there changed into introduced any written request for an evidence, idea, counterproposal, or objection to this merchandise on the Agenda. This became now not the case.

Then he asked no matter if there is presented any oral request for an evidence, suggestion, counterproposal, or objection to this item on the Agenda. This changed into now not the case.

    

Thereupon Mr. Pavel Henzl cited that according to information of people approved to count votes the familiar assembly constitutes a quorum and is competent to undertake resolutions earlier than balloting on the idea to be because of this introduced thereat as shareholders are existing who dangle shares with their nominal cost representing in combination 80.seventy six % of the Registered Capital of the bank.

 

Mr. Pavel Henzl and announced that vote casting on these proposals will be held "en bloc" in compliance with the guidelines of process and the suggestions of voting, i.e. that ballot papers quantity 2, three, four, 5 and 6 will be solid to the ballot-field and that the absolute majority of attending shareholders is required for passing of the proposed resolution.

 

Thereupon he presented the draft resolution of the Board of directors as follows:

decision No. 2: The usual meeting elects Mr. Pavel Henzl to the position of the Chairman of the usual meeting.

decision No. 3: The typical meeting elects Ms. Marcela Ulrichová as the Minutes Clerk.

decision No. four: The everyday meeting elects Ms. Marie Bartošová because the verifier of Minutes.

resolution No. 5: The well-known assembly elects Mr. Antonín Králíokay as an individual licensed to count votes.

decision No. 6: The familiar meeting elects Mr. Václav Novotný as someone authorized to count votes.

    

Mr. Pavel Henzl and announced that vote casting on these proposals may be held directly as meditated by way of  the suggestions of technique and the rules of voting on the normal meeting and the fundamental majority of present votes is required for passing thereof.

Thereupon he invited shareholders for splitting of the pollpapers with the serial number of the balloting circular 2, three, four, 5 and 6, and subsequent losing the ballots into the ballot-container, on condition that the eco-friendly pollpaper is meant to categorical contract with the suggestion, a the purple pollpaper for the expression of disagreement with the idea, and the yellow ballot paper is intended in the experience that the shareholder will abstain from balloting. at the equal time, he requested the people authorized to count number votes to take their workplaces and inform him on the termination of accumulating the ballot papers.

       

After completion of balloting Mr. Pavel Henzl read the preliminary consequences of voting on the decision No. 2 to No. 6 expressed as percentage of votes solid as follows: for the time being over seventy five.209 % of votes of attending shareholders have been forged for election of Chairman Mr. Pavel Henzl, 75.205 % of votes of attending shareholders have been solid have been for election of Ms. Marcela Ulrichová as the Minutes Clerk, 75.205 % of votes of attending shareholders had been forged have been for election of Ms. Marie Bartošová as a verifier of Minutes, for election of humans authorized to count number votes as scrutineers - for election of Mr. Antonín Králíok voted seventy five.205 % of the number of votes of attending shareholders and for Mr. Václav Novotný voted seventy five.205 % of the variety of votes of attending shareholders.  

 

Mr. Pavel Henzl pointed out that the Resolutions No. 2, 3, 4, 5 and 6, has been adopted via the required absolute majority of votes and that the last outcome of vote casting could be communicated to the attending shareholders right through the additional course of the everyday assembly and should be blanketed in the Minutes of this usual assembly.  

 

The remaining effects of balloting on the resolution No. 2 to No. 6 introduced and read from the monitor via the Chairman of the generic meeting Mr. Pavel Henzl throughout the route of the regular meeting as follows:

 

decision No. 2

Shareholders protecting 29.088.224 votes representing ninety five.359,930 % of current variety of votes voted for election of the Chairman, no person voted towards and nobody abstained from vote casting, shareholders holding 1,415,389 votes representing four.640,070 % of existing variety of votes haven't forged their ballots. All votes cast were valid.

 

resolution No. 3

Shareholders preserving 29.088.213 votes representing 95.359,894 % of latest number of votes voted for election of the Minutes Clerk, nobody voted towards and nobody abstained from vote casting, shareholders protecting 1,415,389 votes representing four.640,070 % of existing variety of votes have not cast their ballots. All votes cast had been legitimate.

 

decision No. 4

Shareholders preserving 29.088.224 votes representing ninety five.359,930 % of present variety of votes voted for election of the verifier of the Minutes, no person voted in opposition t and no-one abstained from voting, shareholders holding 1,415,389 votes representing four.640,070 % of latest number of votes haven't solid their ballots. All votes forged had been legitimate.

 

resolution No. 5

Shareholders retaining 29.088.213 votes representing ninety five.359,894 % of existing number of votes voted for election of Antonín Králík as scrutineer, no one voted against and no-one abstained from vote casting, shareholders retaining 1,415,389 votes representing four.640,070 % of current variety of votes have not forged their ballots. All votes forged had been valid.

decision No. 6

Shareholders holding 29.088.224 votes representing 95.359,930 % of present variety of votes voted for election of Václav Novotný as scrutineer, nobody voted against and no-one abstained from vote casting, shareholders retaining 1,415,389 votes representing four.640,070 % of latest variety of votes have not forged their ballots. All votes cast had been valid.

 

Mr. Pavel Henzl has then thanked for manifested confidence and asked the elected humans to take in their offices.

   

 

item no. 1 - dialogue and approval of the document of the Board of administrators on enterprise actions of the financial institution and on the state of its assets for the year 2015.

 

The Chairman of the everyday assembly Mr. Pavel Henzl has brought up that the document of the Board of directors on the company undertaking types a part of the Annual file of Komerční banka, a.s. for 2015, which the shareholders got together with documents for the proceedings of modern typical assembly. The Annual document become posted along with different documents for the universal meeting on 22 March 2016. Annual financial Statements for 2015, Consolidated financial Statements for 2015 and the record on family members between related events for 2015 kind part of the Annual document.

 

After that the Chairman of the normal meeting Mr. Pavel Henzl requested Mr. Albert Le Dirac´h, Chairman of the Board of administrators of the business, to latest a commentary to this item on the Agenda.

 

The commentary of Mr. Albert Le Dirac´h turned into illustrated by way of visual materials that were projected in the corridor and which are part of these Minutes.

 

Mr. Albert Le Dirac´h stated that the entire report changed into enclosed to the invitation to the everyday assembly and the shareholders may study it. therefore, in his presentation he only would pay attention to probably the most crucial aspects. in consequence, he would provide ground to Mr. Libor Löfler, who would comment on the fiscal results in additional detail.

 

The yr 2015 became a year during which the Czech economic climate grew four.3 %. The robust GDP increase become fuelled in particular via the home demand, the remarkable support from european money, the invariably expanding external demand and the reduce oil fees. we've viewed persisted fantastic fashion within the unemployment rate, the increase of actual wages and the overwhelming self belief of households that increased their actual costs.

As for components /the present/, the GDP boom was notably pushed by industrial construction, chiefly in automobile and constructing sectors, together with high degree of capital expenditures.

during this context of robust financial increase the banking sector needed to face intensive competition and very low interest rates. by means of instance, all through three hundred and sixty five days they now have misplaced virtually ninety base facets in the average yield on ten-year Czech govt bonds, which become 0.7 % as compared with 1.57 % in 2014. 

On the history of these contracts the financial institution has globally completed its desires thanks to the a hit construction of its customer base and a high-quality increase in quantity of credit. Later i will be able to go into details about these areas. 

Let me first mention the construction of their client portfolio and their community. The variety of customers of Komerční banka, a.s. grew through 1 % year on 12 months to greater than 1.647 million. This I believe is a very good effect, given the aggressive strategy of some small avid gamers in the market and additionally in evaluation with the effects of their competitors.  based on the trend on the broader market the customer base of Blue Pyramid ("Modrá pyramida") became down 6 % and the variety of members to the supplementary pension scheme provided by way of KB Penzijní Společnost dropped 2 % to 545,000. The ESSOX services were used by using 219,000 lively purchasers, representing a 20 % decline.

 

The variety of bank branches is reliable at 396 contraptions. In 2014 they developed a brand new concept of branches reflecting the altering expectations of their purchasers. This new concept of capabilities and design changed into brought in 50 branches via the end of 2015 and its introduction/deployment will continue within the subsequent years in view of invariably developing digitalization of banking services.

 

The number of ATMs. grew from 754 in 2014 to 772 on the conclusion of 2015. shoppers of the Blue Pyramid could use 215 elements of sale, and greater than 1,000 active income representatives were available to them. SG machine Finance provided its leasing functions via 6 branch offices when 2 of them are located in Slovakia.

Our direct banking channels supported by way of 2 call centres are more and more used by the customers. at least certainly one of their direct banking channels (e.g. cyber web or cellular banking) were used by 81.4 % of purchasers of Komerční banka, a.s. this is a excessive percentage in comparison with other massive banks, confirming their strong place from the element of view of at all times establishing digitalization of banking capabilities. Let me remind you that other than money transactions, 97 % cashless operations are conducted electronically (over 108 million transactions in 2015).

 

Komerční banka, a.s. takes very seriously the question of cyber security. hence they delivered a set of new initiatives. i need to point out three of them.

-      firstly, a new generation of cell banking for corporations, including multi-degree authorisation of transactions.

-      Secondly, their customers now may additionally access the cell banking features via fingerprints the use of touch identification.

-      final however now not least, the Trusteer solution by using IBM which is to enhance protection of their purchasers´ gadgets towards malware and phishing. because of this application they might cut back the number of client logins to KB internet banking from infected computers via ninety five % per day.

 

Now let us have a glance at the box of lending. As I already mentioned, their industrial effects were very decent ultimate 12 months with a sound 6 % boost within the total volume of loans granted via their group. in the Citizen segment all leading classes posted boom, including Blue Pyramid whose portfolio expanded within the ultimate quarter.

The increase was specifically due to mortgages for herbal humans, which have been up 13.9 %, whereas the consumers again preferred mortgages to constructing society loans provided by Blue Pyramid.

The purchaser credit quantity become up 6.7 %, markedly above the condition on the mostly unchanging market.

Loans to companies grew 4.1 %, of which small businesses posted a fantastic boom by means of 8.7 %. The standard volume of credits to purchasers from among medium sized and large business rose by 4.1 and the full credit and leasing enterprise provided via SGEF were up 6.7 % year on yr.

Now i would like to touch upon the development of customer property managed by way of Komerční banka group closing yr. The quantity of deposits grew effectively as did the activity of shoppers in funding and discounts in non-banking gadgets, e.g. unit trusts, pension belongings of shoppers and lifestyles coverage.

The group´s deposits grew 3.3 % 12 months on 12 months. individual segments performed extra dynamic increase. The bank deposits of citizens grew 10.eight % against prior 12 months. Deposits of entrepreneurs were up 1.5 % year on year.

The non-banking property under administration done a two-digit growth. client pension scheme belongings grew greatly with the aid of 11.three %. The modified fund turned into deconsolidated from the KB balance sheet as of 1 January 2015. The volume of assets below administration in unit trusts offered via KB became up 21.9 % and technical provisions in existence insurance of Komerční pojišťovna grew through 5.1 % 12 months on year.

in this container, they now have additionally delivered new imaginitive solutions for the financial institution´s private clientele:

-      KB precise property fund = CZK 1.86 billion; 145 shoppers

-      And KB inner most equity fund = CZK 351 million; seventy three shoppers

 

On the subsequent slide that you could see the main indicators of their results consolidated in accordance with IFRS requirements. the primary column gifts figures for 2014 that have been stated in the remaining year´s Annual file. in the second column that you could see adjustment permitting for the accounting have an effect on of deconsolidation /demerger/ of the modified keen on KB Penzijní společnost (as of 1 Jan 2015), so for you to have an entire photograph of economic consequences within the identical perimeter.

As I already mentioned, their business consequences were first rate. The transforming into volumes of credits, deposits in addition to of the variety of purchasers contributed to their sustainable profitability. These results of their business efforts don't seem to be yet wholly visible in their web banking income because of decline in interest quotes and force on margins. considering the allowance for demerger of the converted Fund the financial institution earnings is still on the same level 12 months on 12 months (-0.1 %).

 

As each year, KB will pay full attention to cost management. The standard stage of said working expenses turned into influenced with the aid of one-off revaluation of a part of their actual estate portfolio. except this one-off item, the ordinary working costs fell 0.3 %.

The pleasant of their credit score portfolio remained preserved thanks to strong price self-discipline in all segments. The risk charges dropped 17.1 % to the degree of 21 base aspects as towards 26 base elements in 2014.

The earnings per financial institution´s shareholder at 12,758 million almost corresponds to the closing yr (-1.5 % 12 months-on-12 months). revenue per share is CZK 338.

The completely good results of Komerční banka, a.s. as neatly as the high stage of capital adequacy and liquidity are reflected in a fine external score. one of the most effective ratings within the significant Europe vicinity continues to be on the degree of the closing yr and Moody's and S&P changed their outlooks from bad to stable.

 

Now i need to focal point on their priorities this 12 months.

First I are looking to state that their strategy is in line with three piers:

-      lengthy-time period partnership with their purchasers,

-      pleasant of their consulting capabilities,

-      And their offer of value brought products remains unchanged

The vital components distinguishing Komerční banka, a.s. on the market are:

-      Its closeness to customers within diverse channels through department banks and direct channels

-      increase of credit mixed with liable possibility administration, and

-      constant management of expenses and working effectivity.

Our priorities in the enterprise development for 2016 are as follows:

-      1. growth of the retail capabilities model in order to improved mirror differing wants of clientele segments whereas preserving the full variety of branches. Optimization of their size and constitution on the one hand, and boost in on-line income and cell banking on the other, including a new method to tactics of management of family members with purchasers via multiple channels and digitalization.

-      2. persevered dynamic boom of credits both in retail and corporate segment, including acquisition of market shares and guide of development of granting system and certain skilled approach to purchasers from key financial sectors.

-      3. boom in non-banking asset administration with introduction of new product options in deepest banking.

(KB true estate Fund II and the typical conceptual solution for different alternative investments in compliance with Amundi design definition).

-      four. construction of financing with high brought cost, solution of provision and services and strengthening their atmosphere in the container of structured financing in regards to expectations of customers within the company section.

Our priorities for the box of regulation and compliance are right here:

-      continuous adaptation to exterior instances touching on in specific to regular changes in the economic and banking ambiance through options of all challenges from ecu and native regulators, and

-      maintenance of a fantastic capital adequacy and liquidity.

within the field of human elements, they wish to:

-      appeal to the most beneficial expertise to the appropriate posts and at the same time enhance the awareness of KB company amongst exterior candidates.

and eventually, as for the possibility can charge management, the bank´s intention is to retain:

-      the charge construction beneath manage, including FTE optimization and mark downs within the facility administration,

-      and an excellent portfolio first-class and strong possibility administration according to risk can charge standardization.

Mr. Albert Le Dirac´h thanked shareholders for the trust to Komerční banka group.

 

Mr. Pavel Henzl has thanked Mr. Albert Le Dirac´h for the file introduced

 

Mr. Pavel Henzl pointed out that a written request for clarification was submitted and this query might be answered, if the shareholder will agree, within the discussion of the monetary Statements.

 

Mr. Henzl pointed out that he had got written questions of Mr. Martin Müller and he counseled to answer them right through the dialogue on the financial Statements.

asked by a shareholder from the plenum whether he may additionally get the Board of Director's document, Mr. Henzl has brought up that the record should be part of the minutes and the shareholder may ask for the minutes.

 

Mr. Pavel Henzl has asked whether any extra written or oral request for explanation or an objection to this item on the agenda is submitted.

 

Mr. Pavel Chlistovský requested what gains of the financial institution were for the primary three months of this yr as in comparison with the prior yr and what the outlook for the internet earnings until the yr end is.

 

Mr. Libor Löfler brought up that as for the outlook for the complete year he would reply the query when speakme concerning the economic Statements. he will now not remark the first quarter results on the usual meeting because they are being closed and should be posted for all shareholders and buyers in response to regulatory guidelines firstly of may.

 

Chairman of the widely wide-spread meeting Mr. Pavel Henzl cited that based on data bought from scrutineers approved to count votes the regular meeting constitutes a quorum and is capable to adopt resolutions earlier than voting on the suggestion to be due to this fact offered thereat as shareholders are existing who cling shares with their nominal value representing in combination eighty.seventy six % of the Registered Capital of the financial institution.

     

Chairman of the accepted assembly Mr. Pavel Henzl presented a draft resolution as follows:

resolution No. 7: The ordinary meeting approves the report of the Board of administrators involving the enterprise actions of the bank and the state of its assets for the 12 months 2015 within the wording presented with the aid of the Board of administrators.

    

Thereupon the Chairman of the time-honored assembly Mr. Pavel Henzl cited that an absolute majority of votes of attending shareholders is required for adoption of the proposed resolution and in consequence, he called shareholders for splitting of the pollpaper with the serial number of the balloting circular 7 and subsequent shedding the pollpaper into the ballot-field, on condition that the eco-friendly pollpaper is intended to categorical contract with the idea, a the crimson pollpaper for the expression of disagreement with the idea, and the yellow pollpaper is intended within the experience that the shareholder will abstain from voting. at the identical time, he requested the scrutineers to take their offices and inform him on the termination of gathering the pollpapers.     

 

After completion of balloting, the Chairman of the standard meeting Mr. Pavel Henzl has study the preliminary effects of balloting on the resolution No. 7 expressed as percent of votes as follows: for the time being, 75.205 % of votes of attending shareholders voted for passing thereof.

Thereupon the Chairman of the regular meeting Mr. Pavel Henzl brought up that the decision No. 7 became adopted by using the mandatory absolute majority of votes solid and that the influence of balloting can be communicated to the attending shareholders throughout the direction of the prevalent assembly and will be covered in the Minutes of the common meeting.  

 

The ultimate effects of voting on the decision No. 7 announced and read from the display screen by using the Chairman of the everyday assembly Mr. Pavel Henzl during the course of the generic assembly as follows:

for voted 30,188,314  shareholders preserving votes representing ninety eight.966,790 % of existing number of votes, no person voted against, shareholders preserving 12,672  votes representing 0.041,543 % of existing variety of votes, abstained from vote casting, shareholders maintaining 176 votes representing 0.000,577 % of present number of votes haven't solid their ballots. Shareholders preserving 302,317 votes representing 0.991,090 % of latest number of votes submitted invalid votes.

 

 

merchandise no. 2 - dialogue on explanatory document regarding matters pursuant to area 118 subsection (5) paragraphs a) via okay) of Act No. 256/2004 Coll., on enterprise actions on the Capital Market, as amended.

 

Mr. Pavel Henzl has mentioned that the said file was dispensed to the shareholders as the document No. 2. This report needs to be introduced with the aid of the Board of directors to shareholders on the familiar assembly annually and it has to clarify protective constructions and mechanisms within the adventure of a takeover bid. The Board of administrators submits to shareholders this abstract explanatory file and announces that it gives all counsel regarding matters required through the above observed provision of the act on capital market business.

This report is not put to vote.

 

Mr. Pavel Henzl has requested whether or now not an extra written request for rationalization, proposal or counterproposal, or an objection to this item on the Agenda changed into or is submitted. This was not the case.

 

Mr. Pavel Henzl then further asked if anybody has any oral request for an explanation, proposal or counterproposal, or an objection to this merchandise on the Agenda. This was not the case.

 

 

item no. three - discussion on the report of the Board of administrators on relations between related events for the 12 months 2015.

 

Mr. Pavel Henzl has mentioned that the report on family members is enclosed to the Annual record which the shareholders received right through attendance checking. Pursuant to section eighty four subsection (1) of the Act on business businesses, the Board of directors is obliged to acquaint shareholders with conclusion of the document on family members between connected events. The Board of administrators has reviewed all members of the family between the financial institution and groups affiliated within the business community for the 2015 accounting duration and has brought up the financial institution did not incur any loss from any settlement, association or different criminal acts made or permitted by means of the bank or from any otherwise enforced affect on a part of Société Générale S. A. as the controlling entity.

This report is not put to vote.

 

Mr. Pavel Henzl has requested no matter if there became or is submitted a different written request for rationalization, inspiration or counterproposal, or an objection to this item on the Agenda. This became now not the case.

 

Mr. Pavel Henzl then extra asked if any one has any oral request for an evidence, notion or counterproposal, or an objection to this merchandise on the Agenda. This become not the case.

 

 

merchandise no. 4 - discussion concerning the Annual economic Statements with the idea for the distribution of income for the yr 2015, and about the Consolidated financial Statements for the yr 2015 

 

Chairman of the standard assembly Mr. Pavel Henzl has cited that shareholders have bought the Annual record for the yr 2015 to this item on the Agenda and that balloting will be taken within points 7, 8 and 9.  

 

He has extra reminded the shareholders that the Annual report which comprises the Annual fiscal Statements, the Consolidated fiscal Statements, had been available jointly with other files to shareholders from 22 March 2016 in the registered workplace of the bank and available for down load at respective net websites of the financial institution. Shareholders have these documents these days available as part of the Annual record of the financial institution. The main information of both the common economic Statements as smartly as the Consolidated economic Statements kind part of the notice of this universal meeting.

   

Thereupon the Chairman of the usual assembly Mr. Pavel Henzl requested Mr. Libor Löfler, Member of the Board of administrators answerable for method and Finance section, to touch upon this merchandise of the Agenda.

   

Mr. Libor Löfler successively commented on the presentation screened at the head of the assembly corridor.

First he commented on the consolidated income and loss account for the Komerční Banka group as the outcome was determined in accordance with the overseas accounting requirements. He reminded that the year on yr comparison is adjusted on a comparable basis, which ability that the 2014 outcomes are adjusted to permit for the have an impact on of demerger of the transformed fund of Penzijní společnost of Komerční banka, a.s., which took location firstly of 2015. This demerger had no impact on the ordinary effect, but influenced some classes and constitution of revenues and costs. The net profit concerning the financial institution´s shareholders become maintained at a nearly strong level in 2015 as compared with 2014. it amounted to 12,758 million crowns, with a 1.5 % yr-on-year decline . As changed into already mentioned the financial institution kept good its web operating incomes. The financial institution considers practically all of this influence and the 2015 outcome to be an exceptional influence, whereas the burden of extremely low interest fees and of competitors became offset via business recreation, increase of business actions and efficient cost and possibility administration. The working fees have been held beneath handle competently to incomes and had been up 2.9 %. This boost relates only to 1-off expenditures, which can be commented upon within the working charges. The risk costs dropped by 17 %.                                            

 

so far as capital and liquidity is involved, it became already noted that the financial institution´s capital and liquidity remain strong; capital adequacy on the conclusion of remaining year turned into 16.3 %  as compared with the entire regulatory requirement on capital adequacy of 14.5 %. it is additional integral to point out the liquidity indicator, i.e. the internet credit to deposits ratio. the proportion of credit in deposits extended and it's a part of the financial institution´s method to reinvest this liquidity within the growth of credit. The credits to deposits ratio at eighty % actually suggests the excessive liquidity of the financial institution and a further room for persisted credit score growth, which is critical to counterbalance the impacts of low pastime charges.

As for the working charges to incomes ratio, which changed into 44.6 %: if the already mentioned one-off influence is excluded, the operating prices to incomes ratio remained at the equal stage year-on-year as in 2014.

Profitability of normal ebook capital of the financial institution is at a solid degree simply above 12 %.

 

so far as the building of incomes/revenues is involved, it changed into already mentioned that the bank managed to preserve the total revenues at a reliable degree in 2015, which turned into specially because of the increase of trading volumes and despite of the potent pressure on the margins. The net activity yields may be maintained basically reliable - with a moderate decline by means of 0.1 % - thanks to the increase of credits and the improved product structure, which essentially offset the antagonistic have an impact on of reinvestment yields from deposits. There changed into a decline in web costs and commissions, which is somewhat a long-time period vogue, which essentially ends in 2015 because of the transition of consumers to new greater positive packages of bills and additionally to the utilisation of more cost-effective electronic and online equipment for the transactions with the financial institution. in spite of this, the financial institution posted a considerable increase in financial operations, the place the outcomes grew due to the demand of corporate consumers for financial hazards hedging and additionally due to the success of the financial institution within the container of providing credit score and hedging solutions.       

 

The financial institution successfully managed its costs, whereas the existing routine working expenses were down 0.3 % yr-on-year and the suggested operating prices grew 2.9 % because of revaluation of actual property, the place the financial institution continues to optimize its real property portfolio.                                      

The bank extended effectivity and productivity of sources spent, of working costs spent. The operating expenses grew somewhat by means of 0.1 % and the administrative charges even went down by means of 1.8 %.

The credit portfolio excellent and chance prices were at a adequate level in 2015. The risk fees dropped significantly through 19 % year-on year, comparatively they were down 21 base elements as against 26 base points in 2014. As for the structure of chance fees, the bank recorded their decline, whereas prices in retail banking, both in citizens segment and with small business and entrepreneurs were very low. in the segment of firms the average risk fees were at a sufficient degree and stable year on 12 months, due to low variety of failures and successful debt assortment.

 

As for the effects of Komerční banka, a.s. as a body company: the internet earnings is the supply of dividend charge for the complete neighborhood. For Komerční banka, a.s. as a physique company, the internet earnings become 12,424 million crowns in 2015 and represents ninety seven % of the general consolidated profit for the total neighborhood. The financial institution´s income additionally comprises dividends received from subsidiaries. The profile of this effect is roughly corresponding to the development of the result for the total consolidated community.

 

As for the proposed income distribution: the dividend proposed for the economic year 2015 is in accordance with the renovation of the percentage of increased dividend charge as in 2014. The Board of administrators proposed to pay a dividend of 310 crowns per share, i.e. the same amount as ultimate 12 months. The proposed amount represents dividend payment at ninety two % of the consolidated internet profit and compared with the closing expense of KB share on the conclusion of 2015 it represents revenue of 6.three % as in opposition t the share price. This presented inspiration turned into discussed with and accredited by means of the Supervisory Board.

so far as the next length is involved, within the latest circumstance the Board of administrators intends to maintain the elevated percentage of dividend payment at 80 - 100 % of earnings additionally in 2016, as was brought up earlier, discipline to the impact of external situations. The reservation relates primarily to the potential construction of regulatory calls for on the volume of capital or to the assessment of the financial institution through the regulator in the latest financial atmosphere. After the current yr 2016 the dividend policy may be decided and introduced at first of 2017 along with 2016 results. The remainder of the income, i.e. 7.6 % out of consolidated internet earnings, may be transferred as proposed to the retained earnings because the statutory reserve money are sufficiently saturated.

 

As for the development of share cost and appreciation of shares in the type of dividend yields: the price of shares of Komerční banka, a.s. went up 4.4 % in 2015; as compared with the PX index of the Prague inventory alternate, which grew by using 0.1 %. As turned into already noted, the dividend yield turned into about 6.5 %, for that reason the standard appreciation for shareholders reached about eleven % in 2015.

 

Mr. Libor Löfler extra commented upon further points on the agenda of the regular assembly.

As to the resolution on acquisition of personal shares by using Komerční banka, a.s., he pointed out that it changed into a renewal of Board of directors' authorisation to redeem own shares. This authorisation represents for the Board of directors the possibility of acquiring own shares as a possible supplementary tool of controlling capital adequacy. This licence cannot be understood as an announcement of repurchase with a defined target volume and a timetable. It is not a commitment of Komerční banka, a.s. to purchase personal shares. closing yr, the bank didn't purchase any shares. It has to be handiest stated to the draft decision that this authorisation is of the identical or an identical extent as ultimate yr, most effective it's expressed in the new value of the percentage of Komerční banka, a.s., which is to be one hundred crowns as a substitute of the current 500 crowns. The authorisation pertains to acquisition of the most viable number of shares during this new denomination of roughly 19 million items, which represents at most 10 % of the full quantity. The acquisition rate per share is in the latitude from 1 up to 1,400 crowns. The latitude is extensive, it is a potential supplementary tool.  via legislations, the authorisation is legitimate for 18 months and the phrases follow the company service provider act, which provides in detail different phrases and prerequisites.                       

 

Mr. Libor Löfler further commented on the appointment of statutory auditor for 2016. He talked about that it turned into proposed to appoint the auditors Deloitte to proceed of their recreation as an external auditor for Komerční banka, a.s. and for the Komerční banka group for the consolidated monetary statements of Komerční banka, a.s.. On suggestion of the Board of administrators and on advice of the audit committee, the Supervisory Board proposes to appoint Deloitte as exterior auditor. This business is the auditor of Komerční banka, a.s. given that final 12 months, when a metamorphosis took location after 5 years based on guidelines of change for the entire neighborhood. The Czech national financial institution was conversant in the suggestion and has no objection; within the identical means, the office of Deloitte in the Slovak Republic meets statutory requirements. So the idea, to be permitted by the frequent meeting, is to nominate the Czech company Deloitte Audit s.r.o. with its registered office in Prague and for the branch of Komerční banka, a.s. in Slovakia, to appoint the Slovak company Deloitte audit primarily based in Bratislava.

 

The Chairman of the widespread assembly Mr. Pavel Henzl thanked Mr. Libor Löfler and cited that requests for rationalization may be answered.

 

Thereupon he examine out the requests for clarification submitted by way of Mr. Martin Müller and invited Mr. Libor Löfler to answer them:

 

in accordance with the request for rationalization No. 1, specifically what's the expected construction of pastime fees in 2016 with an outlook for 2017 and whether one might also expect poor interest costs in 2016 or 2017 Mr. Libor Löfler has stated that low pastime charges proceed to be anticipated this yr. a transformation of the standard level might take location in 2017, as became indicated with the aid of the Czech national bank. For 2016, Komerční banka, a.s. expects boom of inflation, that will thus already be getting closer to the financial target of the Czech countrywide financial institution, i.e. about 2 %, and the long-term fees will slowly grow. even so, the bank expects no changes in brief-term rates this year. Such is the outlook Komerční banka, a.s. works with. As turned into already mentioned a few times, it's a problem for the financial institution to make amends for it through increased volumes of change.

As to the poor pastime prices, the ordinary primary state of affairs is that the Czech economy will continue to be in positive hobby prices. it is imperative to take into account a much less probable situation of low interest costs, which depends upon how the Czech country wide financial institution might be a success in implementing its fiscal policy and what might be relation of this fiscal policy to the fiscal coverage of the european important bank and to the dimension of the activity price differential. Then even such possibility exists. Komerční banka, a.s. has taken legal and technical steps to be organized to such measures. ordinary, KB sees the transition to terrible activity prices as some thing plenty controversial. The query is, how bad activity fees can also be transferred to the economy and how can they inspire it. in spite of this, steps were taken to be prepared. If the situation of reasonable terrible pastime rates takes area, as may also be viewed within the Western Europe, a relatively reasonable and constrained impact on the financial effects is expected within the brief term.              

 

in keeping with the request for explanation No. 2, particularly what's the expected boom or decline in possibility costs in 2016 Mr. Aurélien Viry has talked about that 21 base elements of possibility charges have been reached in 2015, and as turned into already observed, normalisation of possibility expenses is anticipated in 2016 from this terribly low base. that is to assert that these possibility charges in retailing are expected to be very low; there should be larger fluctuation in the corporate section, as here's extra unstable. For 2016, a medium scenario between 30 and forty base aspects is anticipated.                

 

in the request for rationalization No. 3 a shareholder states that KB declared the dividend to web earnings ratio within the range of 80 - 100 %. It become cited in an announcement or interview that KB desires to hold the equal payment ratio additionally for the distribution of profit for 2016. It become additionally observed that KB intends to reassess its dividend policy for the 2017 income.

He asks what at this aspect the anticipated latitude for the dividend/web profit ratio for 2016 is; will KB goal at lowering this ratio and what are the causes of the deliberate reassessment of the dividend coverage via the financial institution - even if it's an effort to maintain capital, to make an acquisition or whatever else.

 

Mr. Libor Löfler pointed out his commentary and delivered that the anticipated ratio is area to exterior and in certain regulatory circumstances.                                                                                                           

The elevated dividend price ratio became set for 2014 - 2016 as a call of the financial institution to contend with the capital surplus with the aid of elevated fee of dividends. a new policy could be determined for the duration to observe, so one can also admire the need of the capital for the boom of business activities, and so forth. earlier than expanding the charge ratio to 80 - a hundred % for 2014 - 16 the ratio changed into at 60 - 70 %. a brand new dividend coverage might be announced at the beginning of 2017.

 

In his request for explanation No. four the shareholder states that no buyout of personal shares by way of Komerční banka, a.s. passed off in 2015. He asks no matter if Komerční banka, a.s. intends to repurchase own shares in 2016.

Mr. Libor Löfler has repeated that the bank has now not purchased any personal shares this 12 months as yet and that it is just a supplementary incidental tool.

 

in the request for clarification No. 5 Martin Müller pointed out that discount of costs from transactions by means of payment playing cards got here in drive in the 4th quarter of 2015. The bank´s assumption become that incomes will lessen in the order of few tons of of millions for the whole year 2016. because the bank already has exact statistics for the 4th quarter of 2015, can this estimate of the affect be greater specific?  what is the year-on-12 months progression of payments by way of payment cards by way of KB valued clientele in terms of the variety of transactions and their general amount?

 

Mr. Libor Löfler has responded that it is a reduction of prices from transactions for the bank which issued the charge card to the customer and the client paid through it in a shop, i.e. it's an "interchange price", which became regulated by way of the eu fee considering that the conclusion of ultimate year. There changed into already some negative affect closing year, but this yr it could be about 200 million crowns. Afterwards, the degree revenues and charges of the bank should be stabilized.  Of course it is dependent upon the market development and on different circumstances.

The price cards are more and more used for payments in shops, above all due to the contactless payment playing cards, which is very handy for payments of small sums since the card doesn't should be approved, but even when paying better sums as a substitute of inserting the cardboard is barely placed on the reader and the purchaser enters PIN. This innovation displays in the market as a result of all and sundry prefers as short as feasible time for the charge. The boost in fee by payment playing cards is basically, when it comes to number of transactions, 10 or in all probability 15 %. youngsters, the commonplace transaction extent tends to say no because the cards are used for small funds.

 

In request for rationalization no. 6 Martin Müller requested even if net activity margin turned into expected to say no again; whether the 2016 income will develop, stagnate or go down.                 

 

Mr. Karel Vašáok responded that the boom in credit turned into set off by means of the decline of the margin. The state of economic climate in the Czech Republic makes it possible to proceed during this spirit. The financial institution´s focal point on transaction with higher introduced value will enable it to in part offset the decline of margin for standardised credit or standardized markets. so long as the economic increase continues within the Czech Republic, this style is expected to continue.                        

 

Mr. Libor Löfler has introduced that there are no outlooks for the overall web earnings but that it is anticipated in 2016 that the financial institution will succeed in additional or less retaining the revenues from stable credit. it is indispensable to compensate for the atmosphere of reduced margins, each activity expense or price margins, by using elevated extent of transactions. this is the purpose which should cause stable incomes. As to the operating fees, particularly recurrent operating fees, it is expected that personal charges and familiar operating fees will develop simplest at a reasonable fee of several per cents according to inflation. As to the regulatory prices for coverage of deposits and legislation fund, these systems are undergoing a big alternate this 12 months, in spite of the fact that there isn't a good deal discuss it in public. here fees are anticipated to be the same in 2015 as they have been in 2014, or they will be a bit lessen; however the bank still waits how the regulators will assess these contributions. more should be generic in the 2d quarter. in the interim, only estimates can also be used.

 

In a request for rationalization No. 7 Martin Müller requested even if KB had an exposer against OKD and what often is the influence on KB economic outcomes in the event of an uncontrolled insolvency of OKD.

 

Mr. Karel Vašák responded that individual circumstances could not be commented upon. The issues of OKD are somewhat political in nature than regarding the banking sector

 

After the chairman of the universal assembly Pavel Henzl requested whether anybody had an oral request for explanation, a idea, counterproposal or protest, different shareholders raised questions.

 

Mr. Luboš Smutka asked whether Komerční banka, a.s. turned into engaged in any lawsuits that may have an antagonistic or nice have an effect on on its consequences. what's the situation as regards past due credit?

 

Mr. Jan Hejkal requested what number of shareholders failed to collect dividend for 2014; how the fee of dividends inside the that means of provision of sec. 348 of the enterprise corporation act, i.e. charge most effective to a bank account, is realised.                                                                                                               

 

Mr. Peter fadedčka said web page 33 of the Annual document where all giant complaints including quantities of exposures are described in element.

 

Mr. Aurélien Viry replied the questions related to late loans that he did not recognize the accurate determine via coronary heart, however that the NPL (non-performing personal loan) ratio become reduced by way of about 20 %, it become some 3.8 or four.3, however that it was related with probably the most huge rivals of the financial institution.

 

Mr. Henzl has pointed out to the question involving cashless payment of dividends that the financial institution offers finished information involving the possibility of paying dividend. For natural person, the collection may be realised in cash or by way of financial institution switch. A standing order may additionally even be place and the financial institution will ship the dividend every year to a particular account or a person might also talk over with a department together with his or her identification card.                                                                                                                                                

As to the chance to order a cashless switch at once throughout the principal Securities Depository, where the list of shareholders is saved, it can not be completed technically as yet because the system runs off line. The financial institution become drawn to this alternative to be useful already on the time of training of the law, however the ministry of finance has now not reacted yet. Discussions simplest are held on this opportunity but it is not mentioned even in the latest organized amendment to the enterprise employer act.  The best chance to date is to notify Komerční banka, a.s., even without notarial certification of the request in case of payments as much as one thousand crowns; with bigger amounts, the request need to be certified via a notary or at the register workplace. Mr. Pavel Henzl asked whether anyone else had a written or oral request for clarification or a protest to this item on the agenda. there have been none.

 

Shareholder JUDr. Vladimír Běhůnek preferred the undeniable fact that Komerční banka, a.s. mentioned in the Annual file its annual pays together with bonuses, in distinction to another groups. He thanked the financial institution management for the results of the bank, in certain that they maintained the proposed dividend at CZK 310 even in such complex duration.

 

Mr. Pavel Henzl extra replied a question related to unpaid dividends for 2014. He stated that Komerční banka, a.s. turned into paying out dividend over a duration of ten years, i.e. beyond the framework of statutory limitation period. it is consequently possible to state an amount unpaid before ten years, here the unpaid dividend is ready 10 million depending on the dividend. The unpaid dividend is transferred to the retained income of prior years.

 

A shareholder from the plenum asked what number of shareholders did not compile the dividends.

Mr. Pavel Henzl cited that he did not be aware of the actual figure. they're best herbal persons and their quantity is beneath or as much as one hundred. These are in particular the situations when the shareholder died and the inheritance proceedings have not yet been achieved

 

Mr. Albert Le Dirac´h stated that as regards shareholders, 60 % of them are managed via SG group and additional 37 % are funding funds from the United Kingdom and america. handiest 3 %, which is ready 35 thousand americans, are Czech and Slovak holders. cash is sent electronically to juristic grownup, in order that the way of fee depends on the alternative of the shareholder.

 

 

merchandise no. 5 - statement of the Supervisory Board on the Annual fiscal Statements for the 12 months 2015, on the proposal for the earnings distribution for the year 2015, and on the Consolidated monetary Statements for the 12 months 2015; Supervisory Board record on the outcomes of its activities; and advice of the Supervisory Board on the results of the evaluate of the file of the Board of directors on members of the family between related events for the 12 months 2015.  

   

Chairman of the regular meeting Mr. Pavel Henzl has talked about that there might be no balloting to this merchandise  and asked Mr. Jean-Luc Parer, the Chairman of the Supervisory Board, to file on the position of the Supervisory Board.                                                                                                                                  

     

Mr. Jean-Luc Parer mentioned that according to the authorization by way of the Supervisory Board of Komerční banka, a.s. he will current the opinion of the Supervisory Board on the Annual financial Statements for the year 2015, on the notion for profit distribution for 2015, on the Consolidated monetary Statements for the year 2015 and on the report of the Board of administrators on relations between linked events organized in compliance with the enterprise organization Act, and an tips on the control endeavor of the Supervisory Board for the duration from the accepted assembly held on 23 April remaining 12 months to the brand new prevalent assembly session.

The Supervisory Board has examined the Annual financial Statements of Komerční banka, a.s. according to part 13 par (2) lit (d) of the Articles of association of the bank compiled as at 31 December 2015 in response to the overseas financial Reporting standards and the Consolidated fiscal Statements as at 31 December 2015, additionally compiled in keeping with the foreign fiscal Reporting standards.    

Having examined each the Annual and Consolidated fiscal Statements of the bank for the length from 1 January until 31 December 2015 and based mostly upon an opinion of an unbiased auditor the Supervisory Board states that the company's books and records were maintained in an liable method and in compliance with generally binding rules governing bookkeeping of Banks in addition to in compliance with the Articles of affiliation of the financial institution. Accounting records and books reflect the economic position of Komerční banka, a.s. in all significant aspects. The financial Statements organized and compiled in accordance with these accounting data report actual and fair view of the thing of accounting and fiscal position of the financial institution.

The unbiased auditor - Deloitte Audit, s.r.o. - has tested each the Consolidated and the Annual financial Statements of the financial institution that were organized pursuant to foreign accounting standards, and expressed its award "without reservation".  

The Supervisory Board recommends that the regular assembly approve both the Annual fiscal Statements and the Consolidated fiscal Statements for 2015 as they are proposed through the Board of administrators of the bank.    

inside the meaning of area 13 par (2) lit (d) of the Articles of affiliation the bank has reviewed the suggestion of the Board of directors for distribution of web income for the accounting length 2015 and inasmuch the idea for profit distribution complies with both relevant legal guidelines and the Articles of affiliation of the financial institution, the Supervisory Board recommends that the regularly occurring meeting approve the notion for its distribution as proposed by using the Board of administrators of the financial institution.

The Supervisory Board has examined the document on members of the family between related parties in 2015 and states primarily based upon documents offered that Komerční banka, a.s. has no longer sustained any loss or damage in connection with contracts, agreements and preparations concluded between related parties in the accounting duration from 1 January 2015 till 31 December 2015.                                        

expensive shareholders, now i want to let you know on the control activities of the Supervisory Board of Komerční banka, a.s. from the universal assembly held on April last 12 months unless modern day popular assembly.                                                                                                                              

The Supervisory Board was continually suggested about operations and activities of the financial institution in the past period. stories and analyses were submitted to the Supervisory Board on common groundwork. The Supervisory Board has assessed in certain each the performance and effectivity of the management gadget of the financial institution and controls applied. The Supervisory Board has brought up that the management and control gadget of the financial institution is productive, often operating, streamlined and competitively priced. The Supervisory Board has additional discussed the interior Audit routine and audit outcomes in particular person periods of the 12 months and on the same time it expressed its fine opinion on the strategic plan of inner Audit for 2016 - 2020 in addition to to the annual plan of inner Audit undertaking for the 2016. It has been advised of chance exposure compliance administration and has dealt constantly with quarterly economic results of the financial institution and its market position regarding the construction of the macroeconomic environment. It additionally dealt with the budget of the KB economic group for 2016 and took note on the record on activity of the Board of administrators for the 12 months 2015.

The Supervisory Board discussed the annual analysis of answer of all complaints served to Komerční banka, a.s. as well as to its ombudsman. additional it mentioned the construction in demography of personnel, sickness price and additional time hours, training, practising and building of personnel of Komerční banka, a.s. and consequences of body of workers satisfaction assessment.

The Supervisory Board additionally supported its operation by means of three newly based committees. The Remuneration Committee has handled issues from the box of the deferred bonuses system and remuneration of the bank's employees. on the equal time it dealt with and addressed issues associated with the remuneration of participants of the Board of administrators and suggested on updating of the remuneration concepts. It was also counseled on outcomes of collective bargaining. The appointment committee mentioned questions involving personnel policy of the bank. It extra assessed composition of their bodies of the bank´s add judged creditworthiness, experience and knowledgeable competence of particular person individuals and the their bodies as an entire. The possibility committee handled all questions regarding the financial institution´s risk administration together with credit score possibility profile of the financial institution. All committees continuously advised the Supervisory Board of their activities and suggested inside its competences subsequent approaches to be taken by way of the Supervisory Board. at the equal time, the Supervisory Board was all the time advised at its conferences on concerns mentioned and regarded by means of the Audit Committee.                                                                                            

documents submitted to the Supervisory Board commented without delay at its conferences particular person participants of the Board of administrators and government officers and directors of the financial institution. in line with options of its committees and information from meetings of the Audit Committee, the Supervisory Board then adopted its decision inside competence centered via law and by using the Articles of Associations of the bank.   

The Supervisory Board determined within its competence bonuses to the contributors of the Board of directors for 2015 in a complete volume of CZK 22 million. In choosing the bonuses, the Supervisory Board based its conclusions on the Deferred Variable Remuneration Scheme and additional in particular on the general effects of the bank, bearing in mind also conformity of those effects with the strategy, desires, values, appropriate publicity and chance rate, and lengthy-time period pastimes of the financial institution. The Supervisory Board has assessed all of those indices and assigned the bonuses to members of the Board of directors.                                                                                                                        

The Supervisory Board has managed due efficiency of initiatives of the Board of administrators, supervised expertise exerted by way of the Board of administrators, checked book-keeping records and different financial facts of Komerční banka, a.s., efficiency, commonplace operability and the potential of the management and manage gadget which it continuously evaluated. The enterprise activity of the financial institution became carried out in compliance with legal guidelines in addition to with the Articles of affiliation of the financial institution.

 

Chairman of the well-known assembly Mr. Pavel Henzl thanked Mr. Jean-Luc Parer, Chairman of the Supervisory Board of the enterprise, for presentation of the Supervisory Board's opinion.

 

Then has asked whether there turned into or is submitted any written or oral request for clarification or any objection regarding this merchandise on the Agenda.

 

Shareholder Luboš Smutka requested what kind of and the way many complaints the Supervisory Board had handled.

 

Mr. Pavel Henzl brought up that since the ultimate accepted meeting the Supervisory Board has now not acquired any complaints.

 

 

 

item no. 6 - discussion of the file of the Audit Committee on the consequences of its activities.

 

Chairman of the normal meeting Mr. Pavel Henzl has said that no vote may be taken on this merchandise and requested Mr. Petr Laube, the Chairman of the Audit Committee, to categorical his opinion.

 

Mr. Laube stated that in line with authorisation of the Audit Committee of Komerční banka, a.s. he will latest the file of the Audit Committee on effects of its recreation for the length from the time-honored assembly held on 23 April final year till today's regular assembly.

further he stated that inside its capabilities, the Audit Committee has in selected followed the procedure of compiling the economic Statements and the Consolidated monetary Statements and examined consistency and suitability of accounting methods used by the bank. The Committee has watched the course of the statutory audit and mentioned that the management of the bank follows thoughts of an independent auditor. The Committee has also assessed effectivity of internal controls carried out via the bank, of the inner Audit and of the possibility management systems, and has concluded that the leading risks and exposures of the bank have been duly identified and managed. The Committee additional submitted to the Board of administrators suggestions concerning concerns relating to the inner Audit and monitored the form, how the financial institution administration addresses and responds to the findings and recommendations of this branch, and has no longer discovered any imperative deficiencies during this respect.  

The Committee has mentioned so-referred to as administration Letter organized through Ernst & younger Audit, s.r.o. advising on findings of an independent auditor throughout audit of fiscal statements for the yr 2014 together with thoughts of corrective measures for his or her solution.

The Committee has extra discussed usual reviews of the inside Audit on the state of performance of corrective measures implemented within the financial institution and has been notified on all its measures performed in particular person periods of the yr.      

Respective economic results of monetary neighborhood of the financial institution for particular person quarters have been perpetually discussed at meetings of the Audit Committee, and the budget for yr 2016. stories on economy place of competitors and on the development of market shares of the bank in individual areas have been also presented to the Committee. consideration was also paid to the capital adequacy of the bank and of the entire monetary group, to its dreams and to regulating influences, including predicted construction of that indicator in the future length.  guidance on the credit possibility profile of the bank became additionally submitted to the Committee.

The Committee changed into consistently offered with additional experiences and counsel as requested.

The committee become suggested of the exterior audit plan in drawing up the economic statements for the 12 months 2015, and consequently on the development of the external audit during this accounting period.

The Committee has further dealt in aspect with mapping the hazards and exposures, with the annual plan of inside Audit for 2016 and with the strategic audit plan for the period of 2016 - 2020.

The Committee has also discussed annual financial outcomes of the KB financial group for the year 2015 and Statements and Notes to the Consolidated and Annual (individual) monetary Statements of Komerční banka, a.s. as at 31 Dec 2015 organized pursuant to the foreign monetary Reporting necessities and concept on distribution of profit for 2015. The Committee considers the effects attained as high-quality and stated that in compiling its financial Statements the bank has provided integrated fiscal guidance and used enough and constant accounting strategies. The Committee has at the equal time assessed the summary of actions of the internal Audit and its results for 2015. It has further discussed the common performance and effectivity of the administration and control gadget of the bank in 2015, offered, that this gadget covers all key hazards of the bank.

at all conferences of the Committee the documents submitted were commented upon by way of respective participants of the Board of administrators and by means of the govt Officers of the financial institution. Representatives of an independent auditor were all the time current at these conferences. 

As for the choice of the unbiased auditor for 2016, the Audit Committee suggested to the Supervisory Board to put up a proposal to be accepted with the aid of the widely wide-spread assembly for Deloitte Audit, s.r.o. to be appointed as the independent auditor of the financial institution for 2016. on the identical time the Audit Committee has assessed independence of the auditor company Deloitte Audit, s.r.o. and of provision of supplementary capabilities to the financial institution, and has pointed out that the auditor is an independent entity.

 

Mr. Laube them pointed out that Mr. Jean-Luc Parer resigned as of this present day from the office of the member of the Audit Committee. The widespread assembly is proposed to select Mr. Bořivoj Kačena the new member of the Audit Committee with impact of 23 April 2016.

The Audit Committee has carried out all its abilities in accordance with law provisions and the Articles of Associations of the bank.

  

Chairman of the typical assembly Mr. Pavel Henzl thanked the Chairman of the Audit Committee for the report introduced and requested whether there's or turned into submitted any written or oral request for explanation, thought or counterproposal, or an objection to this aspect on the Agenda. This was not the case.                                                                                                                        

 

item no. 7 - Approval of the Annual monetary Statements for the year 2015

 

Chairman of the widely wide-spread meeting Mr. Pavel Henzl has stated that shareholders have listened to the commentary on this merchandise within the explanations of merchandise four and received the Annual file of the financial institution as a groundwork for approval.   

additional he pointed out that in line with statistics on the video display the familiar meeting constitutes a quorum and is equipped to adopt resolutions before balloting on the proposal to be due to this fact introduced thereat as shareholders are present who dangle shares with their nominal cost representing in combination eighty.74 % of the Registered Capital of the financial institution.

     

Chairman of the widely wide-spread meeting Mr. Pavel Henzl introduced the draft decision as follows:

decision No. eight: The commonplace meeting approves the Annual financial Statements of Komerční banka, a.s. for the 12 months 2015 in the wording offered through the Board of directors.

 

Chairman of the normal assembly Mr. Pavel Henzl has stated that an absolute majority of votes of attending shareholders is required for adoption of the proposed decision. Thereupon he invited shareholders for splitting of the ballot paper with the serial number of the voting round 8 and subsequent dropping the pollpaper into the ballot-field, provided that the green pollpaper is intended to express contract with the proposal, a the red pollpaper for the expression of disagreement with the concept, and the yellow pollpaper is intended in the event that the shareholder will abstain from balloting. on the same time, he asked the scrutineers to take their offices and inform him on the completion of amassing the ballot papers.   

 

After completion of balloting, the Chairman of the well-known meeting Mr. Pavel Henzl has examine the preliminary effects of vote casting on the decision No. eight expressed as percentage of votes as follows: in the intervening time seventy five.282 % of votes of attending shareholders voted for passing the decision. 

He pointed out that the decision No. eight has been adopted via the mandatory absolute majority of votes and that the particular outcomes of voting may be communicated to the attending shareholders at some stage in the prevalent meeting and blanketed within the Minutes of the widely wide-spread meeting.    

 

The closing consequences of balloting on the resolution No. eight introduced and browse from the display screen through the Chairman of the usual assembly Mr. Pavel Henzl all through the course of the generic meeting as follows:

For voted shareholders retaining 30,480,221  votes representing ninety nine.947,259  % of existing number of votes, towards voted shareholders preserving three,259 votes representing 0.010,687 % of current variety of votes, shareholders retaining 12,673  votes representing 0.041,556 % of present variety of votes abstained from balloting, shareholders preserving 152 votes representing 0.000,498 % of latest number of votes didn't cast their ballots. All votes cast were valid.

 

 

item no. 8 - decision on the distribution of income for the yr 2015

 

Mr. Pavel Henzl outlined that the shareholders had heard the commentary beneath the item 4, and they bought the circumstances and means of shares in earnings payment for 2015 as an underlying doc. the share in income for 2015 for own shares held with the aid of the financial institution, which might be transferred to the account of retained salary of prior years, quantities to CZK seventy three,988,320.

 

 

Mr. Pavel Henzl pointed out that in keeping with information on the display screen the generic meeting constitutes a quorum and is competent to adopt resolutions earlier than vote casting on the inspiration to be as a result introduced thereat as shareholders are present who hold shares with their nominal value representing in aggregate eighty.74 % of the Registered Capital of the bank.

 

Chairman of the general meeting Mr. Pavel Henzl has introduced the inspiration of the Board of administrators for a resolution as follows:  

resolution No. 9: The common meeting resolved on distribution of profit of Komerční banka, a.s. for the 12 months 2015 within the complete volume of CZK 12,423,619,041.87 as follows:

Share on earnings for distribution amongst the shareholders (Dividends): CZK 11,783,054,a hundred and twenty.00

Retained earnings from past years CZK 640,564,921.87

The volume of the dividend per share is the same as CZK 310 before taxes. The dividend may also be claimed by using each shareholder holding a share of Komerční banka, a.s. with ISIN CZ0008019106 as of 15 April 2016. The dividend can be due on 23 may additionally 2016.

 

Chairman of the typical meeting Mr. Pavel Henzl has mentioned that an absolute majority of votes of attending shareholders is required for adoption of the proposed resolution. Thereupon he invited shareholders for splitting of the pollpaper with the serial number of the vote casting circular 9 and subsequent dropping the ballot paper into the ballot-field, provided that the green pollpaper is meant to express settlement with the suggestion, a the red pollpaper for the expression of disagreement with the thought, and the yellow pollpaper is supposed in the event that the shareholder will abstain from voting. at the equal time, he requested the scrutineers to take their places of work and inform him on the termination of gathering the pollpapers.   

 

After conclusion of vote casting, the Chairman of the standard assembly Mr. Pavel Henzl has examine the preliminary results of vote casting on the decision No. 9 expressed as percent of votes as follows: in the intervening time, 75.224 % of votes of attending shareholders voted for.   

Chairman of the widely wide-spread meeting Mr. Pavel Henzl mentioned that the resolution No. 9 has been adopted by means of the necessary absolute majority of votes and that the effect of vote casting may be communicated to the attending shareholders all through the course of the widespread assembly and may be covered in the Minutes of the everyday assembly.

The final effects of balloting on the resolution No. 9 announced and browse from the monitor by way of the Chairman of the general meeting Mr. Pavel Henzl throughout the course right through the direction of the typical assembly as follows:

For concept voted shareholders retaining 30,491,008 votes representing ninety nine.982,631 % of present number of votes, no one voted against, shareholders preserving 5,145 votes representing 0.016,871 % of existing number of votes abstained from voting, shareholders holding 152 votes representing 0.000,498 % of present number of votes haven't solid their ballots. All votes solid had been legitimate.

 

 

merchandise no. 9 - Approval of the Consolidated monetary Statements for the year 2015

 

Chairman of the time-honored meeting Mr. Pavel Henzl brought up that shareholders had listened to the commentary within the merchandise four and obtained the Annual report as an underlying document for approval.

 

He brought up that in response to the information on the monitor, before voting on the idea to be introduced the universal assembly constitutes a quorum and is equipped to undertake resolutions, as shareholders are present thereat retaining shares with a nominal cost representing in combination eighty.74 % of the Registered Capital of the bank.   

 

Chairman of the universal assembly Mr. Pavel Henzl introduced a draft decision as follows:

resolution No. 10: The ordinary assembly approves the Consolidated fiscal Statements of Komerční banka, a.s. for the year 2015 in the wording offered by the Board of directors.    

 

Chairman of the generic assembly Mr. Pavel Henzl mentioned that an absolute majority of votes of attending shareholders is required for adoption of this decision. Then he invited shareholders for splitting of the ballot paper with the serial number of the voting round 10 and subsequent losing the ballot paper into the ballot-box, on condition that the green pollpaper is intended to express contract with the inspiration, a the red ballot paper for the expression of disagreement with the thought, and the yellow pollpaper is intended in the event that the shareholder will abstain from voting. at the equal time, he asked the scrutineers to take their places of work and inform him on the termination of gathering the pollpapers.

 

Upon completion of vote casting, the Chairman of the prevalent assembly Mr. Pavel Henzl has examine the preliminary effects of voting on the decision No. 10 expressed as percent of votes as follows: in the interim 75,223 % of votes of attending shareholders voted for the decision.

He mentioned that the resolution No. 10 has been adopted by way of the mandatory absolute majority of votes and that the result of balloting may be communicated to the attending shareholders on closing of the accepted assembly at latest and may be blanketed in the Minutes of the commonplace meeting.  

 

The final results of vote casting on the resolution No. 10 announced and skim from the monitor through the Chairman of the regular assembly Mr. Pavel Henzl on closing of the generic assembly as follows:

For voted shareholders preserving 30,268,781 votes representing ninety nine.253,929 % of latest variety of votes, in opposition t voted shareholders conserving 3,259 votes representing 0.010,687 % of existing variety of votes, shareholders holding 12,836 votes representing 0.042,090 % of present variety of votes abstained from balloting, shareholders holding 211,429 votes representing 0.693,294 % of existing variety of votes haven't cast their ballots. All votes cast had been legitimate.

 

 

merchandise no. 10 - Election of Member of the Supervisory Board.

 

Mr. Pavel Henzl cited Mr. Kačena is currently a member of the Supervisory Board, his tenure ends on 30 April 2016. therefore the Board of directors proposes his re-election, because the candidate complies with all the necessities for efficiency of the office of the Supervisory Board, he is impartial and with sufficient time capabilities for performance of this workplace. The Czech country wide financial institution assessed the knowledgeable competence, trustworthiness and journey of Mr. Bořivoj Kačena and issued its consensual opinion of his membership within the Supervisory Board. Shareholders acquired the CV of Mr. Kačena as the document number three.                                                         

Mr. Bořivoj Kačena in my view attended on the proceedings of the standard assembly.

 

Chairman of the typical assembly, Mr. Pavel Henzl then asked even if any written request for an evidence, idea or counterproposal, or objection to this merchandise on the Agenda turned into offered or is submitted. This become no longer the case.                             

 

Then he asked if there's offered any oral request for an explanation, proposal or counterproposal, or an objection to this merchandise on the Agenda.

 

Chairman of the typical meeting Mr. Pavel Henzl pointed out that based on the tips on the monitor, earlier than vote casting on the idea that will be introduced the everyday meeting constitutes a quorum and is capable to adopt resolutions, as shareholders are current thereat holding shares with a nominal price representing in mixture 80.74 % of the Registered Capital of the bank.

 

Chairman of the usual meeting Mr. Pavel Henzl introduced a draft decision as follows:

resolution No. eleven: The accepted assembly elects Mr. Bořivoj Kačena, date of delivery: 24 February 1943, resident at Prague 4, Vavákova 1486/4A, postal code 148 00, to the workplace of a Member of the Supervisory Board with impact of 1 can also 2016.

 

Chairman of the regular meeting Mr. Pavel Henzl mentioned that for adoption of the proposed decision an absolute majority of votes of attending shareholders is required. as the notarial checklist is made on this decision of the ordinary assembly, the preliminary effects of balloting are not announced but the conventional meeting will look ahead to the complete effect of vote casting.

Thereupon he referred to as shareholders for splitting of the pollpaper with the serial number of the voting round 11 and subsequent shedding the ballot paper into the ballot-box, on condition that the eco-friendly ballot paper is supposed to express contract with the thought, a the pink ballot paper for the expression of disagreement with the idea, and the yellow pollpaper is intended within the event that the shareholder will abstain from voting. on the same time, he requested the scrutineers to take their places of work and inform him on the termination of gathering the ballot papers.     

Chairman of the standard assembly has study the last effects of balloting No. 1 - 4.

 

The ultimate consequences of vote casting on the resolution No. 11 introduced and browse from the display screen by using the Chairman of the ordinary meeting Mr. Pavel Henzl after completion of vote casting as follows:

For voted shareholders preserving 30,456,902 votes representing 99.870,948 % of the existing number of votes; in opposition t voted shareholders protecting 28,079 votes representing 0.092,074 % of the current variety of votes; shareholders conserving 11,125 votes representing 0.036,480 % of the present number of votes abstained from voting, shareholders conserving 152 votes representing 0.000,498 % of the latest variety of votes have not solid their ballots. All votes cast have been valid.

 

 

merchandise no. eleven:  - Election of member of the Audit Committee

 

Mr. Pavel Henzl pointed out that according to the requirement of provision of section 44 subsection three of Act no. 93/2009 Coll., on Auditors, as amended, pursuant to which majority of the committee contributors ought to be unbiased, the Board of directors proposes Mr. Bořivoj Kačena to the office of member of the Audit Committee with impact of 23 April 2016, in its place of Jean-Luc Parer, who resigned from the workplace of the member of the Audit Committee as on the date of venue of this generic assembly.

 

Chairman of the conventional meeting, Mr. Pavel Henzl then asked no matter if any written request for a proof, suggestion or counterproposal, or objection to this item on the Agenda turned into offered or is submitted. This changed into now not the case.    

Then he asked if there is introduced any oral request for an evidence, thought or counterproposal, or an objection to this merchandise on the Agenda.

 

Chairman of the frequent assembly Mr. Pavel Henzl brought up that in accordance with the assistance on the computer screen, before vote casting on the inspiration that could be introduced the familiar assembly constitutes a quorum and is equipped to undertake resolutions, as shareholders are latest thereat maintaining shares with a nominal cost representing in aggregate 80.seventy four % of the Registered Capital of the financial institution.

 

Chairman of the customary assembly Mr. Pavel Henzl offered a draft decision as follows:

decision No. 12: The normal assembly elects Mr. Bořivoj Kačena, date of start: 24 February 1943, resident at Prague 4, Vavákova 1486/4A, postal code 148 00, to the office of a Member of the Audit Committee with impact of 23 April 2016.

 

Chairman of the everyday assembly Mr. Pavel Henzl cited that for adoption of the proposed resolution an absolute majority of votes of attending shareholders is required. Thereupon he called shareholders for splitting of the pollpaper with the serial number of the vote casting round 12 and subsequent shedding the pollpaper into the ballot-container, on condition that the green ballot paper is intended to categorical agreement with the concept, a the red ballot paper for the expression of disagreement with the inspiration, and the yellow ballot paper is meant within the adventure that the shareholder will abstain from balloting. on the equal time, he asked the scrutineers to take their places of work and inform him on the termination of accumulating the ballot papers.     

 

Upon completion of vote casting, the Chairman of the normal assembly Mr. Pavel Henzl has examine the preliminary results of balloting on the decision No. 12 expressed as percent of votes as follows: in the intervening time 75.223 % of votes of attending shareholders voted for the decision.

He stated that the resolution No. 12 has been adopted by using the necessary absolute majority of votes and that the outcome of vote casting will be communicated to the attending shareholders on closing of the popular assembly at newest and may be protected in the Minutes of the commonplace assembly.  

 

The closing consequences of balloting on the resolution No. 12 announced and skim from the computer screen by the Chairman of the well-known meeting Mr. Pavel Henzl on the closing of the typical meeting as follows:

For voted shareholders maintaining 30,468,207 votes representing ninety nine.908,654 % of the existing number of votes; towards voted shareholders holding 21,040 votes representing 0.068,993 % of the existing variety of votes; shareholders conserving 6,514 votes representing 0.021,360 % of the existing variety of votes abstained from vote casting, shareholders conserving 303 votes representing 0.000,994 % of the current number of votes haven't solid their ballots. All votes solid have been legitimate.

 

 

merchandise no. 12:  - decision on the acquisition of treasury shares of the bank

 

The chairman of the ordinary meeting Mr. Pavel Henzl reminded the shareholders that guidance to this aspect changed into introduced with the aid of Mr. Libor Löfler in the framework of dialogue in regards to the economic Statements. each the draft decision and the substantiation are part of the invitation. in regards to the proposed split of shares the resolution is already designed in values comparable to the cut up, whereas till this decision is available in drive, for redemption of personal shares can be applied the resolution adopted by using the remaining year´s usual assembly held on 23 April 2015, because it turned into adopted for a period of 18 months.

 

Then he asked even if any written request for an evidence, thought or counterproposal, or an objection to this item on the Agenda changed into introduced or is submitted. This changed into now not the case.    

Then he requested if there's presented any oral request for an explanation notion or counterproposal, or an objection to this item on the Agenda. This turned into now not the case.    

 

Chairman of the commonplace meeting Mr. Pavel Henzl mentioned that based on the assistance on the display screen, earlier than vote casting on the inspiration that might be presented the usual meeting constitutes a quorum and is ready to adopt resolutions, as shareholders are present thereat retaining shares with a nominal cost representing in aggregate 80.74 % of the Registered Capital of the financial institution.

 

Chairman of the standard meeting Mr. Pavel Henzl presented a draft resolution as follows:

·   the highest variety of shares that the bank may hold at any time might be 19,004,926 standard shares of inventory representing the full nominal price of CZK 1,900,492,600,

•    the acquisition price can be at the least CZK 1.00 per one share of stock and at most CZK 1,four hundred per one share of inventory, 

•    length all over which the bank may also purchase shares lasts 18 months,

•    the bank might also now not purchase shares, provided that by such acquisition it breached situations offered in Sec 301 subsection 1 paragraphs b) c) and d) and Sec 302 of the company company Act, and/or some other relevant legislation provisions of the Czech Republic or European Union.

Effectiveness of this resolution shall be postponed as of the day of registration of recent number of shares and their nominal price in the industrial Register.

 

Chairman of the conventional meeting Mr. Pavel Henzl stated that an absolute majority of votes of attending shareholders is required for adoption of the proposed decision. Thereupon he invited shareholders for splitting of the ballot paper with the serial variety of the vote casting round 13 and subsequent shedding the ballot paper into the ballot-field, on condition that the green ballot paper is supposed to specific settlement with the notion, a the purple pollpaper for the expression of disagreement with the proposal, and the yellow ballot paper is intended within the event that the shareholder will abstain from voting. on the identical time, he requested the scrutineers to take their workplaces and inform him on the termination of collecting the ballot papers.

 

After voting, the Chairman of the usual assembly Mr. Pavel Henzl has read the preliminary outcomes of voting on the resolution No. 13 expressed as percentage of votes as follows: in the interim 75.224 % of votes of attending shareholders voted for the resolution.

Chairman of the time-honored meeting Mr. Pavel Henzl cited that the resolution No. 13 has been adopted with the aid of the mandatory absolute majority of votes and that the result of vote casting should be communicated to the attending shareholders on closing of the ordinary meeting on the latest and will be protected in the Minutes of proceedings of the standard meeting.   

 

The ultimate consequences of balloting on the resolution No. 13 introduced and browse from the monitor via the Chairman of the regular assembly Mr. Pavel Henzl at the closing of the widespread meeting as follows:

For voted shareholders protecting 30,397,004 votes representing 99.675,351 % of the present variety of votes; towards voted shareholders holding 91,803 votes representing 0.301,033 % of the latest variety of votes; from voting abstained shareholders protecting 7,050 votes representing 0.023,118 % of the current number of votes; shareholders preserving 152 votes representing 0.000,118 % of the latest number of votes haven't cast their ballots.  All votes cast were valid.     

 

 

merchandise no. 13 - decision on appointment of an auditor to operate the statutory audit

 

Chairman of the generic meeting Mr. Pavel Henzl notified shareholders of the fact that advice regarding this item turned into presented with the aid of Mr. Libor Löfler throughout dialogue of the economic Statements. Draft decision in addition to reasoning kind a part of the word of the accepted meeting.  

 

Chairman of the generic meeting Mr. Pavel Henzl requested no matter if any written request for a proof, notion, counterproposal or an objection to this item on the Agenda changed into presented or is submitted. This changed into not the case.    

Then he requested if there's introduced any oral request for an explanation, inspiration, counterproposal or an objection to this merchandise on the Agenda. This become no longer the case.    

 

Chairman of the normal assembly Mr. Pavel Henzl cited that in accordance with the tips on the computer screen, before balloting on the idea that should be introduced the conventional assembly constitutes a quorum and is ready to adopt resolutions, as shareholders are existing thereat holding shares with a nominal price representing in aggregate 80.74 % of the Registered Capital of the bank.

 

Chairman of the popular meeting Mr. Pavel Henzl offered a draft decision as follows:

 

decision No. 14: For the year 2016, the widespread meeting appoints business Deloitte Audit s.r.o., with its registered workplace at Karolinská 654/2, 186 00 Praha eight - Karlín, company id: 49620592, as an independent auditor of Komerční banka, a. s. and Deloitte Audit, s.r.o., with its registered office at Digital Park II, Einsteinova 23, Bratislava 851 01, for branch of Komerční banka, a.s., situated at the territory of the Slovak Republic.

 

Chairman of the ordinary assembly Mr. Pavel Henzl noted that an absolute majority of votes of attending shareholders is required for adoption of the proposed resolution. Thereupon he invited shareholders for splitting of the pollpaper with the serial number of the voting circular 14 and subsequent losing the ballot paper into the ballot-container, on condition that the green ballot paper is supposed to express agreement with the suggestion, a the red ballot paper for the expression of disagreement with the concept, and the yellow ballot paper is meant in the event that the shareholder will abstain from vote casting. on the identical time, he requested the scrutineers to take their places of work and inform him on the termination of accumulating the pollpapers.

 

The Chairman of the normal assembly Mr. Pavel Henzl has study after vote casting the preliminary effects of vote casting on the decision No. 14 expressed as percentage of votes as follows: in the meanwhile 75.659 % of votes of attending shareholders voted for the decision.

Chairman of the typical assembly Mr. Pavel Henzl pointed out that the decision No. 14 has been adopted with the aid of the required absolute majority of votes and that the outcomes of voting will be communicated to the attending shareholders at the closing of the popular assembly and may be covered within the Minutes of the prevalent meeting.   

 

The closing outcomes of voting on the resolution No. 14 introduced and skim from the computer screen by means of the Chairman of the widespread assembly Mr. Pavel Henzl on the closing of the frequent meeting as follows:

For voted shareholders holding 29,613,563 votes representing ninety seven.112,802 % of the present variety of votes; against voted shareholders conserving 569,120 votes representing 1.866,146 % of the latest variety of votes; from vote casting abstained shareholders protecting 310,127 votes representing 1.016,907 % of the present number of votes; shareholders conserving 1,264 votes representing 0.004,a hundred forty five % of the latest variety of votes haven't forged their ballots.  All votes solid were valid.

 

 

item no. 14 - resolution on modification of the Articles of association.

 

The chairman of the ordinary assembly Mr. Pavel Henzl has cited that the bank´s Board of directors items a draft modification to the Articles of affiliation, the wording of which turned into blanketed within the invitation to the typical meeting, turned into available as of twenty-two March 2016 on the web sites of the bank and on the registered office of the financial institution and became passed out to the shareholders because the document No. 4A. The shareholders received on the equal time the doc No. 4B on the division of shares and the doc No. 4C, i.e. the Explanatory document to individual provisions of the draft change to the Articles of affiliation.

The cause of the draft change to the Articles of association is in selected the percentage split in a ratio of 5:1, which capacity that the variety of shares will enhance via dividing the latest shares. The existing shareholders will obtain in place of 1 existing share with nominal price of CZK 500 5 new shares with nominal cost of CZK one hundred each and every.  The objective of the proposed split of the issued shares of the bank is to decrease the cost of a share, as a result making accessible the financial institution´s shares to a larger number of buyers. in accordance with the enterprise service provider act, the provisions of the Articles of affiliation regarding the share split will handiest enter into drive after this exchange has been recorded in the business Register. After the entry in the business Register the shares will be replaced through an entry within the facts of the imperative Securities Depository, a.s. The financial institution assumes the share splitting to be completed by means of middle of the night on eleven might also and, since may additionally 12, 2016 the shares should still already have the nominal value of CZK one hundred.00.

 

Mr. Pavel Henzl further pointed out that according to the business organisation Act shareholders who meant to follow counterproposals to the draft amendments of the Articles of association on the widespread assembly were obliged to bring the written wording of their respective proposals or counterproposals to the registered workplace of Komerční Banka no later than 5 working days before the date of the generic meeting, i.e. by means of 15 April 2016. Komerční Banka didn't acquire any counterproposal or a idea for an modification of the Articles of association, in order that the concept submitted by way of the Board of administrators of the financial institution become the handiest notion to that item on the agenda.

 

The Chairman of the universal assembly Mr. Pavel Henzl brought up that according to the facts on the reveal before balloting on the proposal to be put forward the typical assembly had a quorum and turned into certified to undertake selections, as a result of shareholders with shares with a nominal cost representing in combination 80.74 % of the registered capital of the bank have been existing and no objection in opposition t this item on the agenda of the popular assembly.

Thereafter he asked Mr. Peter palečka to present a draft decision.

 

Mr. Peter fadedčka examine out the draft resolution for the amendment of the Articles of association.

 

decision no. 15:

The customary meeting has decided on an amendment of the legitimate Articles of association of the financial institution as follows:

The existing wording is amended in area four - customary Provisions has right here new wording:

The registered capital of the bank brought up in sec. three is divided into 190,049,260 normal shares accredited for trading on the eu regulated market, which might be bearer shares of nominal value of CZK a hundred.00 issued as a dematerialised security within the booklet-entry form. One share represents one vote; the total variety of votes regarding shares is a hundred ninety,049,260.

 

The area 5 has right here new wording:

The vote casting correct pertaining to the shareholders is governed by means of the nominal price of his shares, whereas every CZK a hundred of the nominal price of shares equals one vote. A vote is further indivisible. The vote casting is made by way of ballots. First it's voted on a concept, if any,  of the Board of directors, or because the case can be, of the Supervisory Board, whether it is the convenor of the assembly. If the proposal of the Board of directors or the Supervisory Board, if it is the convenor of the assembly, is adopted, different proposals aren't voted upon. Subsequent proposals are voted upon within the sequence in which they had been put forward. If a notarial record is to be made on a decision of the conventional assembly, the chairman of the established meeting is obliged to direct the balloting so that a notarial listing can also be made on choices of the everyday assembly with all particulars required by using law.

 

section 6 Share on profit par. 8 has here new wording:

The Board of directors publishes information on the proposed share within the income and on the system of its price within the invitation to the ordinary meeting and on the financial institution´s web pages 20 days before the popular assembly. without undue delay after the universal meeting the Board of directors shall put up the effects of voting on the price of shares in earnings on the bank´s net pages.

 

 

section 10 - Convening the universal meeting, paragraph 4 shall newly study as follows:

The established meeting will probably be convened at least thirty days before the date of the regular meeting by using publishing a be aware of notice of the general meeting on the internet sites of the bank, i.e. www.kb.cz, on an legit board of the bank in its registered office. This notice does not require an electronic signature. The sending of the notice to the tackle of a shareholder shall be replaced by means of publishing the notice in the Mladá fronta DNES daily.  different files concerning the widely wide-spread meeting the ebook of which is supplied by way of law may be posted at information superhighway websites of the financial institution. The word to a popular assembly shall include at least:

a)  the change name and registered workplace of the bank,

b)  place, date and hour of the commonplace meeting,

c)   specification even if a standard or replace normal meeting is being convened,

d)  the agenda of the time-honored assembly including specification of someone proposed to be member of a physique of the bank,

e) record day for attendance on the ordinary assembly and rationalization of its significance for voting on the typical assembly,

f)   draft suggestion/proposals of resolutions of the commonplace assembly and substantiation thereof.

If an change of the Articles of affiliation is to be on the agenda of a accepted meeting, the financial institution shall allow every shareholder to check out free of charge the draft change of the Articles of association by way of a time mentioned in the be aware of the frequent assembly.

 

In section § 17 - Committees of the Supervisory Board paragraphs 1 to 4 are amended and shall newly study:

(1)  The Supervisory Board within its competences establishes the Audit Committee, the possibility Committee, the Nomination Committee, the Remuneration Committee and, as the case could be, other committees as its advisory and initiative their bodies.

(2) The Audit Committee shall have as a minimum three individuals and majority of individuals of the Audit Committee ought to be unbiased and professionally qualified. participants of the Audit Committee might be elected by using the standard assembly amongst contributors of the Supervisory Board. participants of the Audit Committee are removed by using the well-known assembly.

 (3)  different committees of the Supervisory Board shall encompass as a minimum two participants who're individuals of the Supervisory Board and who are elected and eliminated via the Supervisory Board

(4) contributors of committees of the Supervisory Board shall have appropriate must haves in terms of talents, time available and other preconditions for the efficiency of their activities and may devote enough and enough capabilities to such actions. The competence, powers, composition,  approach of habits and choice making and incorporation of committees of the Supervisory Board within the organisational arrangement of tips flows of the bank can be provided by the statute of every committee and by way of the internal rules of the financial institution.

 

In area 18 - Board of administrators, par. 3 is amended and shall newly read:

type of representing the bank with the aid of the participants of the Board of administrators is regulated in section 31 of the Articles of affiliation.

genuine Sections 22 to 27 of the Articles of association regulating the Audit Committee are cancelled and here provisions of the Articles of Associations are newly renumbered as follows:

exact section 28 - Audit is marked as section 22

exact section 29 - monetary management of the bank is marked as section 23

precise section 30 - financial Statements is marked as area 24

actual part 31 - Distribution of earnings is marked as part 25

genuine part 32 - Acquisition of Shares by means of financial institution employees is marked as section 26

actual area 33 - Pre-Emptive appropriate of Shareholders and enhance in the Registered Capital is marked as section 27

actual part 34 - reduce within the Registered Capital is marked as part 28

exact area 35 - decrease in the Nominal value of Shares is marked as area 29

precise part 36 - Withdrawal of Shares from the Market in line with a Public offer is marked as part 30

specific area 37 - acting via the Board of directors on Behalf of the financial institution is marked as area 31

precise section 38 - Disclosure and ebook duty is marked as part 32

exact area 39 - constitution and business enterprise of the financial institution is marked as area 33

genuine part 40 - Authorities and duties of the bank employees licensed to Performing the Banking Trades is marked as section 34

genuine area forty one - agency of the management and manage gadget is marked as section 35

actual part forty two - inside Audit is marked as part 36

genuine part 43 - legal status of the bank and contract of Disputes is marked as part 37

exact area forty four - Interpretation Provision is marked as part 38

exact part forty five - Closing Provision is marked as area 39

 

 

 

area 39 - Closing Provision newly reads:

by means of the decision of the customary meeting of 28 January 2014 the financial institution has conformed to the business enterprise Act with impact as of 10 March 2014.

 

This modification of the Articles of affiliation is available in force and impact as of the date of its approval by using the established assembly of the bank except for alterations in the provisions of sec. 4 and sec. 5 par. 5, which are available impact as of the date of registration of the brand new number of shares and of their nominal value in the commercial Register.

 

Mr. Pavel Henzl then thanked to Mr. Peter palečka and requested even if any written request for an evidence or an objection to this merchandise on the Agenda became offered or is submitted. This changed into no longer the case.    

Then he asked if there is offered any oral request for an evidence or an objection to this merchandise on the Agenda. This became no longer the case.

 

Mr. Vladimír Běhůnek asked whether the splitting would not lessen the cost/cost of the shares (at present the rate per share of Komerční banka, a.s. on the stock exchange is over CZK 5,000) and no matter if the splitting would not affect the dividend.

 

Mr. Pavel Henzl referred to that the operation became neutral, i.e. there could be no trade outlined within the question. The cause of the operation is to making obtainable the purchase of the shares of Komerční banka, a.s. to other potential patrons. The present fee of the share on the stock trade is over 5 thousand crowns and starts off to be unaffordable for small shareholders..

 

Mr. Albert Le Dirac´h has stated that the exchange is to the improvement of shareholders. In each nation, if the fee of share is greater low in cost, the percentage is more liquid and the market will constantly respect that.

 

Mr. Vladimír Běhůnek requested no matter if the percentage expense on the stock exchange would exchange and no matter if the dividend per share would stay at CZK 310, or 330, and that it could not break up.

 

Mr. Pavel Henzl repeated that the transaction changed into impartial. The shares with nominal price of CZK 500 could be divided into CZK 100 and the inventory cost would correspond to that. The inventory prices are influenced through external situations. The dividend policy continues to be.

 

Mr. Libor Löfler brought that if one share become cut up to five shares, the fee of the share would be roughly one fifth. The expected tremendous is that there can be more interest in such share, it should be traded greater, it could be greater liquid, hence it should appeal to more shareholders. As to the dividend coverage -  the payment ratio eighty up to a hundred % turned into outlined rather than dividend per share. The identical amount could be divided to a each shareholder who now has 1 share can have 5 shares to which all yields might be divided and the dividend ratio is the financial institution´s duty in the range of 80 up to one hundred % depending on exterior circumstances. 

 

Mr. Běhůnek cited that he understood from what Mr. Löfler noted that in the future the cost of the lowered share may be the cost of share times five and the dividend would also be improved through five, in order that there could be no change and it could be neutral, and the next yr  it will be feasible to compliment the Board of directors again for the raised dividend.

 

Mr. Löfler brought up that the dividend relied on internet profit and that the charge ratio became already stated based on which the earnings could be divided in the kind of dividends.

 

Mr. Běhůnek cited that the minority would watch this stuff.

 

Mr. Albert Le Dirac´h stated that it was the equal example like when one banknote with nominal cost of CZK 2,000 was exchanged for 4 banknotes every with price of CZK 500. As changed into already outlined, on every market, if the cost of shares is cut up, a far better interest is generated. presently there's a lot of people who suppose that the rate per share is just too excessive, and the liquidity is to the benefit of the shareholders, because the dividend policy of the bank is determined by the means to generate earnings. The financial institution wants means for era of earnings and inside the framework of the dividend coverage it might probably then pay dividends each year. The dividend policy of Komerční banka, a.s. doesn't rely on the number of shares. The bank presents knowledge for the shareholders.

 

Chairman of the widespread assembly then requested no matter if there is any request for an explanation. This was now not the case.    

 

Chairman of the frequent assembly Mr. Pavel Henzl cited that according to the guidance on the computer screen, earlier than balloting on the concept that should be introduced the everyday assembly constitutes a quorum and is able to adopt resolutions, as shareholders are existing thereat preserving shares with a nominal value representing in mixture 80.74 % of the Registered Capital of the bank.

 

Mr. Pavel Henzl brought up that he invitations to vote on the resolution No. 15 being heard by using shareholders in the comment of Mr. palečka and which is in line with the underlying the doc no 4A for lawsuits of this this universal assembly.

 

Chairman of the widely wide-spread meeting Mr. Pavel Henzl stated that for adoption of the proposed decision a two-thirds majority of votes of attending shareholders is required and as the notarial record is made on this resolution is required to watch for the final effect of balloting.

 

Chairman of the everyday assembly Mr. Pavel Henzl thereupon known as shareholders for splitting of the ballot paper with the serial variety of the balloting circular 15 and subsequent dropping the pollpaper into the ballot-container, given that the green pollpaper is supposed to express contract with the thought, a the red pollpaper for the expression of disagreement with the concept, and the yellow pollpaper is intended within the event that the shareholder will abstain from voting. on the equal time, he asked the scrutineers to take their workplaces and inform him on the termination of collecting the pollpapers.     

 

Chairman of the accepted meeting has examine the ultimate outcomes of voting No. 5 - 7.

 

The closing effects of vote casting No. 15 had been read by way of Mr. Pavel Henzl:

For voted shareholders holding 30,489,153 votes representing 99.974,one hundred fifty five % of the present variety of votes; against voted shareholders protecting 645 votes representing 0.002,115 % of the present variety of votes; shareholders preserving 5,831 votes representing 0.019,120 % of the present number of votes abstained from vote casting, shareholders holding 1,406 votes representing 0.004,610 % of the existing variety of votes have not solid their ballots. All votes forged were legitimate.

 

Mr. Pavel Henzl pointed out that the decision on the amendment of the Articles of affiliation become adopted by using required majority of votes.

 

Mr. Jaromír Houžvička warned that he would file a protest in opposition t the percentage splitting. He mentioned that in his opinion there may be a circumstance when some of the big shareholders would try, also with reference to the longer term development, to eliminate their shares and the split may help them stronger cowl his activity.

Protest raised via Ing. Jaromír Houžvička:

"I hereby protest against the proportion split, which is proposed to be in the ratio of 1:5, and In insist on protection of the customary state.

Shareholder No. 72"

 

 

item no. 15 - resolution of the proportion between the mounted and variable element of remuneration for chosen team of workers contributors and groups created via these employees

 

Chairman of the general assembly Mr. Pavel Henzl cited that based on provision of Annex no. 1, merchandise 10 of the Decree no. 163/2014 Coll., on efficiency of the bank actions, the Board of directors submits to the ordinary assembly the suggestion for approval of level of 200 % because the optimum percentage between the fastened and variable element of the remuneration for personnel of company units the place tremendous investment actions are carried out.

Draft resolution as well as its reasoning is included in the observe of the general assembly

 

Chairman of the frequent assembly Mr. Pavel Henzl asked no matter if any written request for a proof, concept, counterproposal or an objection to this item on the Agenda become offered or is submitted. This become not the case.    

Then he asked if there is presented any oral request for an explanation, concept, counterproposal or an objection to this merchandise on the Agenda.

 

A shareholder from the plenum asked for a extra certain clarification of the thought.

The chairman of the generic meeting requested the government director for human components Mr. Pavel Jiráok to reply.

 

Mr. Jiráok has cited that the time-honored meeting authorised ultimate yr the maximum share between the fastened and variable element of remuneration on the stage of 200 % for participants of the Board of directors and for the investment banking department workforce. with regard to the organisational adjustments when the investment banking activities are carried out in a considerable number of departments, the bank specifies definition of investment banking to these departments the place significant investment actions are realised. The aim is to hold incentive remuneration of the important thing employees of the bank, who with their marvelous performance contributed to the fulfilment of the financial institution´s pursuits within the company year. in the framework of efficient possibility management the bank accredited on the same time special techniques of approving the variable element of remuneration of personnel with a idea of the variable component greater than a hundred % of the fastened part.

 

Mr. Pavel Dobranský, shareholder No. sixty eight raised an objection to raising questions devoid of using microphone. He demanded repetition of the previous question

 

Mr. Pavel Henzl obliged Mr. Dobranský and repeated the query.. 

 

Chairman of the conventional meeting then asked whether there is any other request to this item on the Agenda. here is now not the case.

 

Chairman of the generic assembly Mr. Pavel Henzl pointed out that in accordance with the guidance on the computer screen, earlier than balloting on the proposal that could be presented the customary assembly constitutes a quorum and is competent to undertake resolutions, as shareholders are current thereat keeping shares with a nominal value representing in aggregate eighty.74 % of the Registered Capital of the financial institution.

 

Chairman of the regular assembly Mr. Pavel Henzl has the resolution No. sixteen:

The universal meeting approves the degree of 200 % of the fastened element of the remuneration as the maximum percentage between the mounted and variable element of the remuneration of employees of company devices responsible for appreciable funding actions. The range of the variable element may well be in the latitude between 0 and 200 % of the fastened component and in admire to any worker (individual) might also not exceed 200 % of fastened part of his/her remuneration.

 

Chairman of the commonplace meeting Mr. Pavel Henzl pointed out that for adoption of the proposed resolution a two-thirds majority of votes of attending shareholders is required. Thereupon he known as shareholders for splitting of the pollpaper with the serial variety of the voting round 16 and subsequent dropping the pollpaper into the ballot-field, on condition that the eco-friendly ballot paper is intended to specific contract with the suggestion, a the pink pollpaper for the expression of disagreement with the suggestion, and the yellow ballot paper is supposed within the adventure that the shareholder will abstain from vote casting. at the same time, he asked the scrutineers to take their offices and inform him on the termination of collecting the ballot papers.     

 

A feminine shareholder from the plenum requested even if remuneration had been constrained by some means as much as the existing, no matter if 0-200 % changed into a decrease and as much as the current it become extra, or no matter if it was the wrong way circular, i.e. what the change consists in.

 

Mr. Jiráok spoke back that the range continues to be the equal upon resolution of the last 12 months´s usual meeting, there was simplest an organisational trade by defining the staff who perform large funding actions. The latitude accordingly does not exchange.

 

A shareholder from the plenum requested even if the alternate would relate to a large or small variety of men and women.

 

Mr. Jiráok mentioned that it regarding roughly the identical number of individuals, it was most effective fundamental to specify the definition, because an organisational change took vicinity within the bank and some personnel engaged in investment actions in the investment banking branch at the moment are in a different department of the bank.

 

Chairman of the usual meeting, Mr. Pavel Henzl has examine after completion of balloting the preliminary effects of balloting on the resolution no. sixteen expressed as percent of votes as follows: formerly greater than ninety nine.716 % of the votes of attending shareholders voted for, which represents the required three-quarters majority of quorum current.

He cited that the resolution no. 16 changed into adopted via the necessary three-fourths majority of votes of the attending shareholders and the balloting effect might be communicated then and will be mentioned in the Minutes of the regularly occurring assembly.

 

The last effects of balloting on the resolution No. 16 announced and read from the display screen by using the Chairman of the standard meeting Mr. Pavel Henzl on the closing of the conventional meeting as follows:

For voted shareholders protecting 30,409,821 votes representing ninety nine.716,313 % of the present number of votes; towards voted shareholders preserving seventy nine,201 votes representing 0.259,707 % of the latest number of votes; shareholders conserving 6,007 votes representing 0.019,697 % of the current number of votes abstained from balloting, shareholders holding 1,306 votes representing 0.004,282 % of the present number of votes have not forged their ballots. All votes cast have been legitimate.

 

Mr. Henzl recommended the usual assembly on the different ultimate effects of votes, in selected of balloting rounds number eight to 16.

 

files denoted as facts on effects of vote casting on ballot papers 1 via 16 kind display 7 to those Minutes.

   

Chairman of the familiar assembly Mr. Pavel Henzl cited that every one features on the Agenda of the Annual widespread assembly had been handled. He referred to that the Minutes of the lawsuits of the usual assembly should be drawn with the aid of 15 days.

 

The Annual commonplace meeting of Komerční banka, a.s. has ended at four:00 p.m.

 

In Prague, on 22 April 2016

  

 

[signature illegible]                                                                       [signature illegible]

………………………………………….………….………………………………………                                             ……………………………………..………………………………………………………….

Pavel Henzl, Chairman of the regularly occurring meeting                              Marcela Ulrichová, Minutes Clerk

 

                                                                                                                                                                 

 [signature illegible] 

………………………………………….………….………………………………………

Marie Bartošová, Verifier of the Minutes 

  

 

record of displays:

reveal No. 1     listing on quorum of the well-known assembly

demonstrate No. 2     listing of shareholders

reveal No. 3     checklist of individuals existing on the familiar meeting

reveal No. four     word of the typical meeting including draft resolutions

demonstrate No. 5     files for shareholders on particular items on the Agenda of the popular meeting (No. 1-4C)

reveal No. 6     Written questions of shareholders

exhibit No. 7     facts on outcomes of vote casting

reveal No. 8     Presentation projected on the document of the Board of directors

reveal No. 9     Objection submitted


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