30th Annual General Meeting - convening

The Board of Directors of the company Železiarne Podbrezová a.s.,
registered office in Podbrezová, Kolkáreň 35, 97681, ID No 31562141,
registered with the Business Registry of Banska Bystrica District Court, Section Sa, Insert No 69/S,
convened the 30th ANNUAL GENERAL MEETING
on 27 June 2022 at 9:00 a.m.
in the Community Centre of Železiarne Podbrezová a.s., Kolkáreň 37/49, Podbrezová

Agenda of the Annual General Meeting (AGM):
1. Opening and election of the bodies of the AGM (chairman, recorder of the minutes, persons to attest the minutes, persons to count the votes).
2. Annual report by the Board of Directors on the business activities, assets, and financial performance in 2021, and Information on the business plan.
3. Report on the activities of the Supervisory Board.
4. Approval of the separate and consolidated financial statements prepared as at 31 December 2021, decision on the payment of dividends and royalties from retained earnings, approval of the distribution of the profit for 2021, approval of the auditor to verify the financial statements.
5. Election of members of the Board of Directors.
6. Dismissal and election of a member of the Supervisory Board.
7. Conclusion.
The separate and the consolidated financial statements were sent to the shareholders with the invitation, and they are also available for the shareholders at the seat of the company 30 days prior to the date of the AGM. 

Proposal for the payment of dividends and royalties from Retained earnings:
Retained earnings
EUR 108 366 257
Use of retained earnings from the previous years 2004 – 2010:
- Dividends to shareholders
(EUR 2 per share i.e. 5.88% from the face value of the share)
EUR 4 768 270
- Royalties to the members of the Board of Directors
EUR 550 000
- Royalties to the members of the Supervisory Board
EUR 180 000
Proposal for 2021 profit distribution:
Net profit for 2021
EUR 5 659 023
The result of the merger of the Company with UHL Holding a.s.
EUR (5 036)
Net profit for 2021 to be distributed:
EUR 5 653 987
- Mandatory allotment to the reserve fund
- Transfer to retained earnings from previous years
EUR 5 653 987
Items 5 and 6 are included in the agenda of the AGM in connection with the resignation of the position, as well as the expiration of the 5-year term of office of the members of the company's bodies in 2022, according to the Commercial Code. Proposals for candidates for election as members of the bodies of the Company are to be communicated in writing and sent to the address of the Company 48 hours prior to the opening of the AGM. The proposal shall contain an indication that it is a nomination for member of the Board of Directors or the Supervisory Board, next: name, surname, date of birth, birth number, permanent residence, brief CV, criminal records, candidate’s consent to the nomination, and identification of the shareholder - proposer. Shareholder can claim his right to place such written proposal upon filing in the list of candidates at the AGM. The list of the candidates is available for inspection by the shareholders at the seat of the Company 30 days prior to the date of the AGM. Shareholders are entitled to request to receive or to be sent a copy of the list of the candidates nominated as the members of the Company's bodies to stated address at their own cost and risk. 

The record date for determining the shareholders entitled to participate and vote at the AGM is the date of the AGM. Shareholders registration starts at 8:30 a.m. Shareholders - individuals, identify themselves with valid identity card. Shareholders - legal entities, identify itself with the original of business registry certificate or with its notarized copy (dated no earlier than 3 months prior to AGM), with valid identity card of delegate, and with the power of attorney for delegate – member of the statutory body who is not authorized to act and sign on behalf of the company separately (dated no earlier than 3 months prior to AGM). In case of representation the representative is obliged to submit the power of attorney with notarized signature (dated no earlier than 3 months prior to AGM) of the represented shareholder. The representative shall supply their power of attorney upon their entering in the list of the present. All cost related to presence at the AGM are covered by the shareholder.

The point of contact for shareholders is Capital Management Department in the registered office of the Company.

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