Convocation for the 1st regular session of the Assembly

Convocation for the 1st regular session of the Assembly

06. 07. 2023.

Naša Banka AD BANJA LUKA
SUPERVISORY BOARD

Number: 01-2- NO5932/23
On, 29.06.2023.

Based on Article 54, paragraph (1) and Article 66, paragraph 1, item 1) of the Law on Banks of the Republic of Srpska (''Official Gazette of the Republic of Srpska'' number: 4/17, 19/18, 54/19) and Article 32 and Article 58, paragraph 1, item 1) of the Statute of NAŠA BANKA AD BANJA LUKA number: (number: 01-1-15413/19 of 29.10.2019. year., 01-1-399/21 of 15.01.2021. year., 01-1-9203/21 of 30.06.2021. year., 01-1-16888/21 of 25.11.2021. year., 01-1-997/23 of 26.01.2023. year) and Decision of the Supervisory Board No. 01-2-NO5932/23 dated 06.29.2023. year:

I AM CONVENING A REGULAR MEETING OF THE ASSEMBLY OF Naša Banka AD BANJA LUKA IN 2023

On August 11, 2023 at 12:00 p.m. in Banja Luka, Ivana Franje Jukića Street, No. 1.

For the 1st regular session of the Assembly in 2023, I propose the following:

Agenda:

1. Opening of the Assembly and election of working bodies:
a) Election of the Chairman of the Assembly,
b) Selection of recorders and verifiers of the minutes,
v) Election of the Voting Committee,
2. Report of the Voting Committee on the verification of shareholders and their proxies and the determination of the quorum,
3. Consideration and verification of the Minutes of the 1st extraordinary session of the Assembly in 2023,
4. Consideration and adoption of the Annual Business Report and financial statements of "Naša Banka" ad Banja Luka for 2022 with the Report of the Auditing Company and the opinion of the Supervisory Board and the Audit Committee regarding the financial statements for 2022.
5. Consideration and adoption of the Report on the external audit of the information system for 2022.
6. Consideration and adoption of the Report on the work of the Supervisory Board for 2022 and the supervision of the Bank's operations and the work of the Bank's Management Board,
7. Consideration and adoption of the Decision on profit distribution for the business year 2022,
8. Consideration and adoption of the Bank's Business Plan for the business year 2022,
9. Consideration and adoption of the Strategic Business Plan for the period 2023 - 2025,
10. Consideration and adoption of the Capital Management Strategy and Plan for the period 2023 – 2025.
11. Consideration and adoption of the Decision on the first issue of ESG bonds through a public offering,
12. Consideration and adoption of the Decision on the adoption of the Fifth Amendments to the Statute of “Nasa Banka” ad Banja Luka,
13. Consideration and adoption of the Decision on the appointment of a company to audit financial statements for 2023,
14. Consideration and adoption of the Decision on the appointment of a company to audit the Bank's information system for 2023.
15. Consideration and adoption of the Decision on the assessment of the suitability of the members of the Supervisory Board,
16. Consideration and adoption of the Decision on the dismissal of members of the Supervisory Board of the Bank,
17. Consideration of the Proposal for the appointment of members of the Supervisory Board of the Bank,
18. Consideration and adoption of the Decision on the remuneration of the members of the Supervisory Board and the Audit Committee of the Bank,
19. Consideration of proposals and adoption of a Decision on the assessment of the suitability of candidates for members of the Supervisory Board of the Bank,
20. Consideration of the Proposal and adoption of the Decision on the approval of the text of the Agreement on the rights and obligations of the members of the Supervisory Board of the Bank,
21. Consideration and adoption of the Decision on approval of the Remuneration Policy for 2023,
22. Consideration of the Proposal and adoption of the Decision on the payment of variable remuneration to employees in 2023,
23. Consideration and adoption of the Report on the Assets of the Members of the Management Board and the Supervisory Board with information on the remuneration and contracts of the members of the Management Board, the Supervisory Board and the senior management of the Bank,
24. Consideration of information on the opinion of the Supervisory Board on the reports of control functions for 2022.
25. Consideration of information on contracts concluded between the Bank and persons in a special relationship with the Bank for 2022.
26. Consideration and adoption of the Decision on the adoption of the Policy for the Assessment of Members of the Management Bodies and Key Functions in the Bank, edition 08,
27. Consideration and adoption of the Decision on the adoption of the Rules of Procedure of the Assembly, edition 06,
28. Miscellaneous.

Information on the class and total number of shares with voting rights and the quorum required for decision-making:
The total number of shares with voting rights at the 1st regular session of the Bank's Assembly is 27,182,313 ordinary shares with voting rights.
The quorum for the Bank's Assembly session consists of shareholders who hold more than 50% of the total number of votes of the class of shares with voting rights on the issue in question.
Exceptionally from the previous paragraph of this Article, in the event that the Bank's Assembly decides on issues requiring 67% of the total number of votes of a class of shares with voting rights, then the required quorum consists of shareholders who hold at least 67% of the votes of a class of shares with voting rights.
The Bank's Assembly at its first regular session in 2023 shall make decisions by a majority of votes of shareholders holding shares with voting rights, except for item 10 of this Convocation, for which the decision shall be made by at least 67% of votes of shareholders holding shares with voting rights.
If the Bank's General Meeting is postponed due to lack of quorum, it may be reconvened with the same agenda no later than 15 days from the date of postponement (repeated General Meeting). The quorum for a repeated General Meeting is more than 50% of the total number of votes of shares with voting rights.
If the required quorum is not present at a repeated session of the Assembly or it is not held within the prescribed period, a new session of the Assembly shall be convened and held in accordance with the law and this Statute.

Notice on how to download materials for the Bank's Assembly session:

The Bank's shareholders have the right, starting from the date of publication of this Convocation, to collect from the Bank's Secretary, at the Bank's headquarters in Banja Luka, at the address Ivan Franjo Jukića No. 1, every working day from 09:00 to 15:00, proposals for decisions and other materials to be decided upon at the Bank's Assembly.

Information on shareholder rights regarding participation in the work of the Assembly:
The right to participate and vote at the Assembly is exercised based on the list of shareholders issued by the Central Securities Depository of Banja Luka, which contains the share designation, data on owners, number and nominal value of shares as of the tenth day prior to the Assembly session, which is August 1, 2023.

Information on shareholders' rights to propose amendments to the Agenda and the right to ask questions:

At the meeting of the Shareholders' Assembly, decisions may be made only on agenda items that have been validly included in the agenda in accordance with the law and these Articles of Association, and other issues may also be discussed.
A shareholder or shareholders holding at least 10% of the shares with voting rights may propose and request that a maximum of two new issues be included in the agenda of the General Meeting.
The proposal from the previous paragraph must be made in writing within seven days from the date of announcement of the annual convocation of the Assembly session, or within five days from the date of announcement of the convocation of an extraordinary Assembly session.
The proposal is submitted to the Supervisory Board at the Bank's headquarters, containing the reasons for making the proposal, including the proposed decision, as well as the names of the shareholders making the proposal and the number of votes they have.
In this case, a shareholder cannot be counted in more than one group that holds the specified percentage of votes.
If the Supervisory Board of the Bank fails to respond to the shareholder's request within 72 hours of receiving the request in accordance with paragraph 2 of this Article, or if it rejects the request, the competent court in the non-contentious proceedings shall have the authority, upon the request of any of those shareholders, which must be submitted within a further 48 hours, to order that their request be granted, on which it shall issue a decision within 48 hours of receiving the request.
The Banking Agency of the Republic of Srpska may request that certain issues of importance for the harmonization of the Bank's operations with regulations and its requirements be included on the agenda of the Bank's Assembly.

Description of the proxy voting procedure:

A shareholder may vote in person or through a proxy. The shareholder's proxy must have authorization to represent the shareholder, signed by the shareholder - a natural person or the shareholder's representative - a legal entity and certified by the competent authority.
The proxy is obliged to submit a written authorization to represent the shareholder to the voting committee. The voting committee is obliged to verify the validity of the authorization and the identity of the proxy.
Voting in the Assembly is conducted by public show of hands or by means of ballots containing: the business name of the Bank, the date and time of the Assembly session, the issues to be voted on in the order from the agenda, the provision on voting "for", "against" or abstaining from voting, in the case of voting for members of the Supervisory Board of the Bank, the name of each candidate, the name or title of the shareholder and the number of shares (votes) held.
Voting is done by circling the answers “for”, “against” or “abstain from voting” on the ballot. The voting results are determined by the voting commission.

Notification of decisions representing the disposal of assets of high value:
The Agenda of the Bank's Assembly did not include Decisions that would represent the disposal of high-value assets.

All shareholders are invited to participate in the work of the 1st regular session of the Assembly of "Nasa Banka" ad Banja Luka, in person or through a proxy.

PRESIDENT
SUPERVISORY BOARD
Radoljub Golubović sr