23rd Annual General Meeting

The 23rd Annual General Meeting of Shareholders (hereinafter AGM) was summoned by the Board of Directors of Železiarne Podbrezová a.s. on 22 June 2015 with the following agenda:

1. Opening and election of the bodies of AGM (chairman, recorder of the minutes, persons to attest the minutes, persons to count the votes).
2. Amendment of the Articles of the Company.
3. Annual report by the Board of Directors on the business activities, assets, and financial performance in 2014, and Information on the business plan.
4. Report on the activities of the Supervisory Board.
5. Approval of the separate and consolidated financial statements prepared as at 31 December 2014, the proposal for dividends and royalties payment and distribution of the profit for 2014, and appointment of auditor for the new accounting term.
6. Resignation of members of the Board of Directors.
7. Resignation of members of the Supervisory Board.
8. Election of members of the Board of Directors.
9. Election of members of the Supervisory Board.
10. Conclusion.


Shareholders owning 89.58% of the voting rights were present at the AGM.

• The AGM approved the amendment of the Articles of the Company. The amendment relates to the completion of the section concerning the organization and conduct of the General Meeting, and to change of the maximum number of members of the Supervisory Board from 6 to 9.
• The AGM approved the Annual Report submitted by the Board of Directors on business activities, assets, and financial performance in 2014, 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 2014. The AGM approved Deloitte Audit s.r.o. as the auditor for the new accounting term.
• The AGM approved payment of dividend and royalties from retained earnings from previous years 2004 - 2010 and distribution of profit for 2014 as follows:

Retained earnings from the previous years 2004 – 2010	EUR 41,127,405.56
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 2014	EUR 7,328,400.00
Distribution:
- Mandatory allotment to the reserve fund	-
- Transfer to retained earnings from previous years	EUR 7,328,400.00

• All entities holding shares of Železiarne Podbrezová a.s. as of 27 June 2015 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 considered the resignation of members of the Board of Directors: Ing. Vladimír Zvarík and Ing. Ľudovít Ihring.
• The AGM considered the resignation of member of the Supervisory Board: Ing. Vladimír Soták Jr.
• The AGM elected Ing. Miloš Dekrét and Ing. Vladimír Soták Jr. as new members of the Board of Directors.
• The AGM elected Ing. Vladimír Zvarík, Ing. Ľudovít Ihring and Ing. Tomáš Ihring as new members of the Supervisory Board.