Call for the 1st Extraordinary Session of the Bank's Assembly in 2024

Call for the 1st Extraordinary Session of the Bank's Assembly in 2024

22. 02. 2024.

NAŠA BANKA AD BANJA LUKA, SUPERVISORY BOARD

Number: 01-2- NO170/24, Dated, 13.02.2024.

Based on Article 54, paragraph (1), paragraph (2), item 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 33, paragraph 1, item 1, Article 35 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, 01-1-399/21 of 15.01.2021, 01-1-9203/21 of 30.06.2021, 01-1-16888/21 of 25.11.2021, 01-1-997/23 from 01.26.2023. year) and Decision of the Supervisory Board No. 01-2-NO169/24 dated February 13, 2024. year:

WE ARE CONVENING AN EXTRAORDINARY MEETING OF THE ASSEMBLY OF NAŠE BANKA AD BANJA LUKA IN 20 24

On February 29, 2024 at 10:00 a.m. in Banja Luka, Ivana Franje Jukića Street, No. 1.

For the first extraordinary session of the Assembly in 2024, I propose the following:

Agenda:

1. Opening of the Assembly and election of working bodies:

1. a) Election of the Chairman of the Assembly, b) Election of the Minutes Taker and Certifier, c) Election of the Voting Commission,
2. Report of the Voting Commission on the verification of shareholders and their proxies and determination of the quorum,
3. Consideration and verification of the Minutes of the 1st regular session of the Assembly in 2023,
4. Consideration and adoption of the Decision on the early redemption of ESG bonds from the first issue through a public offering,
5. Consideration and adoption of the Decision on the second issue of ESG bonds through a public offering,
6. 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 extraordinary session of the Bank's Assembly in 2024 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 subject matter.

Exceptionally from the previous paragraph of this Article, in the event that the General Meeting of the Bank 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 extraordinary session in 2024 shall make decisions by a majority of the votes of shareholders holding shares with voting rights, except for item 4 of this Convocation, for which the decision shall be made by at least 67% of the 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 19.02.2024.

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 carried out publicly by a 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 by him/her.

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 extraordinary session of the General Assembly of "Nasa banka" ad Banja Luka, in person or through a proxy.

PRESIDENT​​

SUPERVISORY BOARD                                 

Radoljub Golubović sr