EXPLANATION
On 15 May 2012, OTP banka d.d. received via electronic mail, to the e-mail address delnicar@otpbanka.si, a document sent by the Capital Assets Management Agency of the Republic of Slovenia (hereafter the »Agency«), document Ref. No. 02-01/2012-722, bearing the heading ‘Request to expand the agenda’. On 16 May 2012, the Bank received a registered letter from the Agency, containing a document with the same heading and the same date as the one sent via electronic mail, yet with a different request to expand the agenda of the 21st Shareholders' Meeting of the Bank. As both documents had the same heading and the same date, but were of different content, and both of them contained the request of the Agency, acting on behalf of the Republic of Slovenia as a shareholder of the Bank, to expand the agenda of the Shareholders' Meeting, the Bank's Management Board sent on 16 May 2012 a request to the Agency to provide an explanation. Namely, the first document, which was sent via electronic mail, contained the request to expand the agenda with the following two items: (i) Providing information on reports, audits and other activities related to the establishment of responsibility of responsible persons in the company KBM Projekt d.o.o., Zagreb (formerly: Multiconsult d.o.o., Zagreb) and (ii) Filing actions under Article 327 of the Companies Act. The signatories of this document were members of the Management Board of the Agency. The second document, received by registered letter, was signed by the President of the Management Board of the Agency, and contained the request to expand the agenda of the 21st Shareholders' Meeting of the Bank with the following additional item: Undertaking capital raising activities.
Following the examination of both documents, as well as of the response of the Agency, signed on its behalf by the Management Board member and received by the Bank by registered letter on 21 May 2012, the Management Board of the Bank established that the document sent by electronic mail, containing the request to expand the agenda of the 21st Shareholders’ Meeting with two items, cannot be regarded as a legal request of a Bank’s shareholder to put additional items on the agenda in accordance with Article 298 of the Companies Act. The request was signed by the persons who were at that time not authorised to sign it, since, in accordance with Article 14 of the Management of Equity Investments of the Republic of Slovenia Act, the Agency shall be represented by the President of the Management Board. Although it is stated in the response of the Agency, received by the Bank on 21 May 2012, that the person authorised by the President of the Management Board approved the request sent via electronic mail on 15 May 2012, such approval of an authorised person, who is not a legal representative of an entity and has not been given a specific power of attorney, is considered null and void. Therefore, the Management Board of the Bank published only the request to expand the agenda of the 21st Shareholders’ Meeting that was signed by the President of the Management Board of the Agency.
