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21st Annual General Meeting
The 21st Annual General Meeting of Shareholders (hereinafter AGM) was summoned by the Board of Directors of Železiarne Podbrezová a.s. on 24 June 2013 with the following agenda:
- Opening and election of the bodies of AGM (chairman, recorder of the minutes, persons to attest the minutes, persons to count the votes).
- Annual report by the Board of Directors on the business activities, assets, and financial performance in 2012, and Information on the business plan.
- Report on the activities of the Supervisory Board.
- Approval of the separate and consolidated financial statements prepared as at 31 December 2012, the proposal for dividends and royalties payment and distribution of the profit for 2012, and appointment of auditor for the new accounting term.
- Transfer of a responsibility of the AGM to the Board of Directors.
- Amendment of the Articles of the Company.
- Conclusion.
Shareholders owning 89.54% of the voting rights were present at the AGM.
- The AGM approved the Annual Report submitted by the Board of Directors on business activities, assets, and financial performance in 2012, and the Information on the business plan.
- The Report on the activities of the Supervisory Board was considered.
- The AGM approved the Separate and Consolidated Financial Statements prepared as at 31 December 2012. The AGM approved Deloitte Audit s.r.o. as the auditor for the new accounting term.
- The AGM approved payment of dividends and royalties from retained earnings from the previous years 2004 – 2010 and distribution of profit for 2012 as follows:
| Retained earnings from the previous years 2004 – 2010 | EUR 57,816,350.56 |
| Use: | |
| - Dividend to shareholders (EUR 2.00 per share) | EUR 4,768,270.00 |
| - Royalties to the members of the Board of Directors | EUR 550,000.00 |
| - Royalties to the members of the Supervisory Board | EUR 150,000.00 |
| |
| Net profit for 2012 | EUR 7,022,286.16 |
| Distribution: | |
| - Mandatory allotment to the reserve fund | - |
| - Transfer to retained earnings from previous years | EUR 7,022,286.16 |
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- All entities holding shares of Železiarne Podbrezová a. s. as of 1st July 2013 i.e. the decisive date for identification of recipients entitled to exercise the right to dividend, shall be entitled to payout of dividend in the amount of EUR 2.00 per share. Dividend shall be paid out within 60 days from the decisive day, at the expense of the Company. Dividend shall be paid out to an account via non-cash transfer, by means of a postal order or cash settlement of the issuer.
- The AGM approved the amendment to the Company's Articles. The amendment relates to change in Line of business and the transfer of the responsibility for a resolution of price proposals and other proposals in price regulation proceeding, according to the specific act, from the AGM to the Board of Directors.