Komercijalna banka : Proposal Decision on Amendments to the Decision on amendments and supplements to the Memorandum of Association - Komercijalna banka a.d. , Beograd

BOARD OF DIRECTORS

No: 197/2.1

In Belgrade, 22.03.2022

Pursuant to Article 73 of the Law on Banks, the Board of Directors of the Bank at its 6th session held on 22.03.2022 adopts the following

D E C I S I O N

1. Proposed Decision on Amendments to the Decision on Amendments and Supplements to the Bank's Memorandum on Association is hereby formulated, so that it reads as follows:

"Article 1

In the Decision on Amendments and Supplements to the Memorandum of Association No. 170/1 of 2.2.2022, Article 9 is amended to read as follows:

"Article 9

The previous Article 8, which becomes Article 7, is amended to read as follows:

"Article 7

All the issued shares are paid-in and the identity of the Bank's shareholders has been entered into the Central Securities Depository and Clearing House, as well as their individual stakes in the share capital of the Bank, and all in accordance with the law governing the capital market and internal documents of the Securities Commission.

The Bank's shareholders own the following number of shares i.e. the percentage of stake in the Bank's equity, after the merger, as follows:

Shareholder's name	Number of shares	Total nominal	Total share in equity
of both issues	value (in RSD)	(%)
NLB	d.d.	Ljubljana,	16,562,727	16,562,727,000.00	87.86641
reg. no: 5860571000
1Other - minority
shareholders		1,800,115	1,800,115,000.00	9.54973
		Total	18,362,842	18,362,842,000.00	97.41614

With the purchase of ordinary shares from minority (dissenting) shareholders Komercijalna banka AD Beograd acquired 487,054 treasury shares or 2.58385 % in total shareholders' equity, that do not grant the right to vote.

• Shareholders - owners of preferred shares, without the right to vote, and owners of ordinary shares, with the right to vote, who did not express their position i.e. remained indecisive regarding the adoption of the Decision on merger, or did not submit a request for the purchase of shares from dissenting shareholders, although they had acquired the right to that, in accordance with Article 474 of the Company Law

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			Ordinary shares,
Shareholder's name	CFI code: ESVUFR,	Nominal value (in	% of the total issue
ISIN number:	RSD)	of ordinary shares
			RSKOBBE16946
NLB	d.d.	Ljubljana,
reg. no: 5860571000	16,505,477	16,505,477,000.00	89.33282
2Other - minority		1,483,855	1,483,855,000.00
shareholders		8.03109
		Total	17,989,332	17,989,332,000.00	97.36391

With the purchase of ordinary shares from minority (dissenting) shareholders Komercijalna banka AD Beograd acquired 487,054 treasury shares or 2.63609 % of total issued ordinary shares, that do not grant the right to vote.

			Preferred shares,
Shareholder's name	CFI code: EPNNAR,	Nominal value	% of the total issue
ISIN number:	(in RSD)	of preferred shares
			RSKOBBE19692
NLB	d.d.	Ljubljana,	57,250	57,250,000.00	15.32757
reg. no: 5860571000
3Other	-	minority	316,260	316,260,000.00
shareholders		84.67243
		Total	373,510	373,510,000.00	100

Article 2

The Executive Board is authorized to formulate the revised wording of the Memorandum of Association.

Article 3

This decision becomes effective as of the date of registering the status change of a merger of NLB banka AD Beograd, as the transferring bank, to Komercijalna banka AD Beograd, as the acquiring bank, in the Register of Economic Entities at the Business Registers Agency, with previously obtained approval from the National Bank of Serbia and shall apply as of the eighth day from the date of its publication on the Bank's intranet presentation "Portal."

1. It is proposed to the General Meeting of the Bank's Shareholders to adopt the proposal in item 1) of this Decision,
2. This Decision shall enter into force on the day it is adopted.

CHAIRPERSON

OF THE BOARD OF DIRECTORS

Archibald Kremser

1. Shareholders- owners of ordinary shares that did not express their position i.e. remained indecisive regarding the adoption of the Decision on merger, or did not submit a request for the purchase of shares from dissenting shareholders, although they had acquired the right to that, in accordance with Article 474 of the Company Law
2. Shareholders - owners of preferred shares, without the right to vote.

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