ARTICLES OF ASSOCIATION - JUBMES banka of Association 2012… · Pass the Articles of Association...
Transcript of ARTICLES OF ASSOCIATION - JUBMES banka of Association 2012… · Pass the Articles of Association...
nOTBPT»YJEMOfl/UE
40T0K0HHJA BEPHA CPH01HW1T
1
Eearpan
- CERTIFIED TRANSLATION INTO ENGLISH -
On the basis of Article 66 item 1, paragraph 2 of the Law on Banks (Official
Gazette of the Republic of Serbia no. 107/2005 and 91/2010)) and Article 5 item 1,
paragraph 2 of the Articles of Association of the JUBMES banka a.d. Beograd, the
Assembly of the JUBMES banka a.d. Beograd at the occasion of its regular session
held on March 28, 2012 adopts the following
ARTICLES OF ASSOCIATION
of the
JUBMES banka a.d. Beograd
I BASIC PROVISIONS
Article 1
The Yugoslav Bank for International Economic Cooperation AD Belgrade
(hereinafter: (he Bank) was established on September 15, 1997, by signing the
Memorandum of Association of the Yugoslav Bank for International Economic
Cooperation shareholder's company and registered on June 5, 1998 by the Decision
of the Commercial Court Belgrade reg. no. II-Fi-12541/97.
The Bank operates under the business name of JUBMES banka a.d. Beograd
(hereinafter: the Bank).
The Bank's head office is situated in Belgrade, BulevarZorana Djindjica 121
street, Novi Beograd.
The Bank is a shareholder's company, having rights, obligations and
responsibilities stipulated by legal regulations, the Memorandum of Association
and these Articles of Association.
The Bank is organized in the legal form of an open shareholders company.
II BANK'S ORGANIZATION, MANAGEMENT AND BODIES
Article 2
The Bank is managed by shareholders, in proportion to their shares in Bank's
capital, in conformity with the Memorandum of Association and these Articles of
Association.
Article 3
The Bank's bodies are Assembly, Managing Board, Executive Board, other
committees as well as other bodies which may be formed in conformity with the
law and these Articles of Association.
1. ASSEMBLY
Members of Assembly and shareholder's rights
Article 4
The Assembly is consisted of all Bank's shareholders.
The Assembly takes decisions on regular and extraordinary sessions.
In conformity with the law and the Articles of Association, each shareholder is
entitled to take participation in activities of the Assembly which means that each
shareholder is entitled to:
- vote on issues related to his shares class;
- participate in discussions on issues from the Assembly's daily agenda, to present
proposals and raise questions related to the Assembly's daily agenda and to be
replied in conformity with the Articles and the Assembly Rules of Procedure.
The shareholders exercise their rights to participate in the General Meeting and
their voting rights directly or through their authorized representatives. (Individuals
exercise their rights personally and legal entities through proxies).
Members of the Managing Board and Executive Board, external auditor participate
regularly in General Meetings. Representatives of National Bank of Serbia may
also participate in the Meetings.
Other persons invited by the Managing Board or upon approval of the Chairman of
Assembly may also participate in the General Meetings.
ACTIVITIES
Article 5
Apart from duties conferred to it by other regulations of the articles, the Assembly
shall
1. Adopt Bank's business policy and strategy
2. Pass the Articles of Association and adopts amendments to the Memorandum of
Association and Articles of Association.
3. Adopt Annual Balance Sheet and decide on allocation of profit, as well as on
covering of loss.
4. Decide on Bank's capital growth, investments in other banks or legal entities, as
well as on investments in the Bank's property and equipment
5) Appoint and relieve of office members of the Managing Board
6) Decide on the remuneration for the President and members of the Managing
Board
7) Decide on Bank's status changes and on termination of Bank's business
operations,
8) Decide on undertaking of rights and obligations under procedure administrative
management i.e. special purpose bank;
9) Appoint and relieve of office the External Auditor,
10) Decide on change of location of the Bank's head-office,
11) Pass Rules of Procedure on its work;
12) Decide on other questions in conformity with the law and the Articles of
Association.
The Assembly of the Bank may not delegate decisions-making process from item 1
of this Article to another Bank's body.
Article 6
The Assembly may be convened for the Regular (annual) and Extraordinary
General Meetings.
Regular General Meeting is convened once a year, within 6 months after the end of
the business year at the latest.
Extraordinary General Meetings are convened when necessary as well as when
required by the law and the Articles of Association.
PARTICIPATION IN THE GENERAL MEETING
Article 7
Every shareholder holding at least 0,1% of the total shares belonging to the
adequate class, has the right to participate personally and directly to the General
Meeting.
Shareholders with less share percentage shall participate in the General Meeting
through representative having shareholders' written authorization or may exercise
their right to vote through absent voting, in conformity with the Company Law and
the Articles.
Article 8
Shareholders which do not meet the condition for direct participation in the General
Meeting mentioned in the Article 7 paragraph 1 of the Articles, may exercise their
voting rights through a collective representative. To such shareholders the Bank
shall forward invitation for the Meeting accompanied with the list of persons from
which they may choose the collective representative. The Bank shall disclose all
facts related to the persons in the list, being necessary for their identification and
avoiding conflict of interest as regulated in the Article 15, paragraph 2 of these
Articles.
The uthorization in writing shall be presented to the Bank before the opening of the
General Meeting at the latest.
The authorization may be withdrawn in writing until the day of the Meeting at the
latest, providing that the Bank and the representative are informed before the
Meeting day.
The authorization shall contain all elements required by the Company Law.
The authorization shall be considered as withdrawn if the shareholder personally
attends the Meeting.
If the authorization is granted by the natural person, no certification is required.
The authorization must contain the instructions for exercising of the voting powers.
CONVENING, NOTIFICATION AND ACTIVITIES OF THE ASSEMBLY
Article 9
The General Meeting shall be convened by the decision of the Managing Board.
The Managing Board shall send a written notice to all shareholders.
The notice shall be forwarded to shareholders at least 30 days prior to the General
Meeting and it shall contain:
1. Mailing date
2. Time and place of the Meeting,
3. Meeting agenda draft with indicated issues requiring Assembly decision and
the related shares class and total number as well as the majority necessary to
be achieved for reaching decision.
4. Information on the available modes for overtaking of meeting
documentation.
5. Remark on the shareholders' rights related to taking participation in the
General Meeting and rights exercising in conformity with the Company Law
these Articles and the Rules on Assembly's Procedure.
6. Voting Authorization Form
7. Information on the shareholder's day, including the statement that only
persons which hold the shareholders status on the shareholder's day may
participate in the General Meeting;
8. Other data in conformity with the regulations and these Articles.
The information under item 7 shall contain:
- Data on shareholders' rights related to creation of agenda and raising
questions, with indicated terms for the rights exercising as well as with the
remark that all necessary information is available on the Bank's Internet
website.
- Description of procedure for voting through representative and procedure for
forwarding information on representative through e-banking;
- Absent voting procedure including the voting form.
Notices for the General Meeting shall be addressed to persons who hold the status
of Bank's shareholders on the day on which the Managing Board adopted the
decision for Assembly convening i.e. on the date of the Court's decision - if the
Meeting is convened upon Court's decision.
Notices shall be mailed to addresses of shareholders from the uniform shareholders
list. Invitation shall be considered as forwarded with the date of registered mail
dispatch or with the date of e-mail sending, if the shareholder opted for electronic
mail service.
Notice shall also be presented on the Bank's website, on the website of Serbian
Business Registers Agency, as well as on the website of the stock exchange (i.e.
multilateral trade platform) which includes the Bank's shares, at least until the day
of the Meeting.
The Bank has no duty to quote elements from paragraph 3, items 4),6) and 7) of
this Article in the notice, if the websites disclosing such data have been indicated.
Shareholders may overtake the documentation related to the Meeting:
- Personally or through the representative, in Bank's head-office during
working hours or
- Via Bank's website.
The notice shall be forwarded to shareholders, having the right to directly
participate in the Meeting and decision adoption as well as to shareholders
representatives who do not have such right (collective representatives). All relevant
documentation shall be enclosed to the notice.
Shareholder's day
Article 10
Shareholder's day is the tenth day before the General Assembly Meeting. The list
of shareholders who are entitled to participate in the Meeting shall be established
with reference to this day.
The shareholders list shall be established on the basis of the excerpt from the
Uniform shareholders list of the Central Securities Depository and Clearing House.
A shareholder from the list mentioned in the paragraph 1 of this Article, who
transfers his shares to the third person after shareholders day, shall retain the right
to participate in the Meeting, based on shares he owned on the shareholder's day.
The Executive Board shall forward this list by regular mail or in electronic form to
every shareholder from the list, upon his request received as a hard copy or in
electronic form. The list will be sent immediately or at the latest until the end of the
next working day, counting from the day of the request's reception.
AGENDA
Article 11
At General Meetings the Assembly may decide only about the Agenda items which
are duly announced.
Group of shareholders holding at least 5% of total of shares with voting powers
may propose additional items to be included in Agenda for discussion and/or
deciding. This proposal has to be in writing and to include proposal explanation,
the text of the proposed decision as well as the data on the proposer. It has to be
received at least 20 days before the Regular Meeting date i.e. 10 days before the Extraordinary Meeting date.
This proposal shall be presented at Bank's website on the next working day upon the reception.
It the Managing Board accepts the proposal for the additional agenda items, the
Bank shall send the new agenda as soon as possible to the shareholders entitled for
taking participation in the meeting, in the manner regulated by the article 9, paragraphs 5,6 and 7.
If the Managing Board fails to accept the proposal for the additional agenda items
within three days counting from the reception day, proposer is entitled to address
the competent court, requesting it to order the Bank to amend the agenda with the
proposed additional items.
CHAIRMAN OF THE ASSEMBLY
Article 12
Chairman of the Assembly presides over a General Meeting.
The Managing Board nominates the Chairman of the Assembly. The Chairman
shall be elected by votes of the shareholders present at the General Meeting.
Chairman's term of office shall be four years with the possibility of re-election.
Chairman's election shall be executed by acclamation.
Quorum
Article 13
The quorum for the General Meeting requires the presence of the shareholders
holding the simple majority of the total number of voting shares of the share class
related to the deciding matter. Votes of shareholders who exercised their absent
voting rights, shall also be counted for the quorum.
The Bank's own shares do not bring voting rights and shall not be counted in the
quorum, neither shall the shares suffering voting rights suspension.
If the quorum is not reached, the General Meeting shall be postponed for one hour.
The Meeting shall be opened afterwards if the condition from paragraph 1 related
to present shareholders and their representatives is fulfilled.
If the Meeting cannot be opened in accordance with paragraph 3 of this article,
it shall be postponed for the reason of the lack of quorum.
If the Meeting is postponed for the lack of quorum, it can be convened again with
the same agenda. It can be held not earlier than 15 days and not later than 30 days
counting from the date of the postponed meeting. Than, the quorum will be reached
if the present shareholders hold more than 1/3 of total number of voting shares,
which are in relation with the discussion matter.
If at the re-convened General Meeting there is no quorum again or if it is not held
in determined time, the new Meeting shall be convened.
Quorum-count shall be done at the beginning of the General Meeting.
If there is quorum for only some of agenda items, those items can be discussed and
decision adopted at the Meeting.
Duly convened Assembly may decide on the time of the meeting to be re
convened, which will discuss the agenda items omitted due to the lack of quorum.
Article 14
A shareholder has a right to authorize a representative to take participation on his
behalf in the General Assembly Meeting and to vote in his name (hereinafter:
voting authorization).
The representative mentioned in the paragraph 1 of this Article holds the same
rights with respect to the participation in the General Assembly Meeting as the
shareholder who empowered him.
Voting authorization shall be issued in the written form and in conformity with the
Company Law.
Certification is not required for the voting authorizations issued by individual
persons.
Voting authorizations issued in electronic form shall be received in Bank's e-mail
address defined in the invitation to General Assembly Meeting. This electronic
voting authorization shall be signed by electronic signature, in conformity with the
law governing the use of electronic signatures.
The Bank shall establish adequate voting authorization form, which will enable
giving authorization for each agenda item separately.
Voting authorization must be presented to the Bank before opening of the General
Meeting at the latest.
The authorization may be withdrawn in writing until the day of the Meeting, in
conformity with the Article 8, paragraphs 3 of these Articles.
Representative shall act strictly in conformity with the instructions contained in the
voting authorization. If there are no instructions, he shall act as bona fide
representative and vote in shareholder's best interest.
Instructions mentioned above shall be clearly and precisely defined under each
Agenda item.
After the Meeting closure, the representative shall inform the shareholder on his
voting.
If the voting right was exercised contrary to the instruction, the representative shall
be held responsible for the damage done. Total or partial damage waiver, made in
advance or subsequently, is forbidden.
It the voting authorization is issued for a single General Meeting, it shall be valid
for the re-convened Meeting too.
If no special Meeting is indicated in the voting authorization, it shall be valid for all
forthcoming meetings, until the withdrawal of the voting authorization i.e. until the
expiration of the period specified therein.
Voting authorizations are not transferable.
If the designated representative is a legal entity, voting rights shall be exercised
through its legal proxy or another specially authorized person, which must be a
member of the legal entity's body or its employee.
Shareholder's Representative
Article 15
Any person having business capacity may be shareholder's representative.
Shareholder's representative may not be a person who is:
1. Bank's controlling shareholder or person who is under controlling
shareholder's surveillance or
2. Members of the Executive and Managing Board or person having this
capacity in another business company, being Bank's controlling shareholder
or in company under the control shareholder's surveillance or
3. Bank's employee or person having this capacity in another business
company, being Bank's control shareholder or in company under the
controlling shareholder's surveillance or
4. Person which according to the Company Law is to be considered as a person
in relation with the natural person from the items 1) to 3) of this paragraph or
5. Bank's auditor or an officer employed with the auditor performing auditing
operations for the Bank, or person having this capacity in another business
company, being Bank's control shareholder or in company under the
controlling shareholder's surveillance.
Paragraph 2 items 1) to 4) of this Article are not to be applied to control
shareholder's representative.
Voting powers at the General Meeting
Article 16
Each ordinary share conveys the right to cast one vote on all items discussed at the
Meeting.
Method of deciding
Article 17
The voting is open for public, as a rule. Voting procedure is regulated in details by
the General Assembly Rules of Procedure
Assembly decisions shall be reached by simple majority vote of the present
shareholders holding the voting rights in respect with the deciding matter.
Three fourth majority votes of shareholders having shares of all classes related to
the discussion matter, who are present at the Meeting is required for the following
decisions:
- Acquiring and disposing with the assets of great value,
- shareholder's capital decrease,
- status changes
Bank's Articles of Association and its amendments shall be adopted by the
Assembly, by simple majority of votes of all shareholders having voting powers.
Memorandum of Association and its amendments shall be adopted by the simple
majority of votes of all shareholders having voting powers.
Absent Voting
Artilce 18
Shareholders may vote if they are absent from the meeting if they send their vote in
written form. Shareholder is not obliged to verify his signature on the voting form.
Shareholder exercising absent voting power is considered as present at the meeting
at the time of decision making.
Assembly Rules of Procedure
Article 19
Activities of the Bank's Assembly are regulated by the Assembly Rules of
Procedure.
The Assembly Rules of Procedure mentioned in the first paragraph of this Article
regulate procedures for all operations and voting, entering into force of the
decisions, the minutes running, denial of Assembly decisions and other issues of
importance for the General Meeting.
Managing Board and Executive Board
Article 20
The Managing Board and the Executive Board shall take measures against unlawful
and un-adequate acts as well as against acts which are harmful or not in the best
interest of the Bank and Bank's shareholders, undertaken by persons having large
or controlling impact in the Bank.