Notice of AGM

Nova Ljubljanska Banka d.d.

30 April 2024

 

30 April, 2024

The Upcoming General Meeting Expected to Confirm Dividend Pay-Out and Elect Three Members to the Supervisory Board

Pursuant to the Rules of the Ljubljana Stock Exchange and Article 130 and 158 of the Market in Financial Instruments Act, and Article 296 of the Companies Act related to the Article 13 of the Articles of Association of NLB d.d., NLB d.d., Trg republike 2, 1000 Ljubljana, announces:

At the 42^nd General Meeting of NLB d.d., which is going to take place on Monday, 17 June, 2024, at 11 a.m., the shareholders will, among other things, acknowledge the NLB Group Annual Report for 2023, decide on the allocation of distributable profit from the previous year, and elect three members to the NLB Supervisory Board.

The General Meeting will be held both live in Ljubljana's Cankarjev dom, with registration starting at 10:30 a.m., and as an virtual General Meeting without the shareholders being physically present as they can instead attend the meeting via the web portal. Registration allowing them to access the digital environment will start at 10 a.m.

The GM will decide on the dividend pay-out . . .

After having announced a significant increase in dividend payments to a 40% pay-out ratio of the previous years' profit after tax, NLB is planning to pay out EUR 220 million in dividends in two tranches in 2024. The amount of EUR 220 million represents a 100% increase from dividend payments made in 2023.

Therefore, at the General Meeting on June 17th, shareholders will, among other things, vote on the proposal regarding the allocation of distributable profit for 2023. The NLB Management and Supervisory Boards will propose to shareholders that dividends in the amount of EUR 110 million, which is EUR 5.50 gross per share, be paid out on 26 June 2024 to the persons who are registered as the Shareholders of NLB d.d. with KDD - Central Securities Clearing Corporation, LLC., on the day that is five working days after the day of the General Meeting that adopted this resolution (24 June 2024, Cut-Off Date).

The second tranche in the same amount is expected to be submitted for approval at the General Meeting taking place towards the end of this year. 

. . . and include the election of the NLB Supervisory Board members

At the General Meeting, the Shareholders will also nominate three members to the NLB Supervisory Board, as the mandates of its Chairman Primož Karpe, David Eric Simon, and Verica Trstenjak expire in 2024. Employee representatives Sergeja Kočar, whose mandate also expired this year, has already been named for a second mandate.

The Supervisory Board proposes that its Chairman Primož Karpe, as well as Natalia Olegovna Ansell, a seasoned banker with global experience and detailed knowledge of all technical aspects of corporate banking, retail banking, wealth management, and, above all, of payment and card systems, and Luka Vesnaver, Chairman of the Board of Directors of the British-Slovenian Chamber of Commerce with vast knowledge and experience in the field of corporate finance in the region, will be named as members. You may find the candidates' details and explanations of their nominations in the published materials.

The Supervisory Board now also consists of Islam Osama Zekry and employee representative Tadeja Žbontar Rems, whose mandate expires in 2025; and its deputy Chairman Shrenik Dhirajlal Davda, André-Marc Prudent-Toccanier, Mark William Lane Richards, Cvetka Selšek, whose mandates expire two years later.

The GM will also consider the changes to the Remuneration Policy and Report

At the General Meeting, the shareholders will consider the changes to the Remuneration Policy for the members of the Supervisory and Management Boards of NLB d.d., and the Report on Remuneration for the members of the Management Body of NLB d.d. in the 2023 business year. The fourth version of the Remuneration Policy has been updated to reflect shareholders' recommendations and includes the most recent guidelines and best practices. The updated Report on Remuneration provides a more in-depth review of the fixed and variable remuneration of the members of the management body.

The proposed resolutions together with clarifications and other materials and instructions are available to all interested stakeholders here.

Investor Relations

NLB d.d., Ljubljana

PUBLICATION OF AGENDA AND PROPOSED RESOLUTIONS TO BE PASSED AT

42^nd GENERAL MEETING OF NLB d.d.

Pursuant to Article 295 of the Companies Act ("ZGD-1") and Article 11 of the Articles of Association of NLB d.d., ("Articles of Association"), the Management Board of NLB d.d. hereby convenes

42^nd General Meeting of NLB d.d., Trg republike 2, 1000 Ljubljana,

which will be held in Ljubljana, on 17 June 2024, starting at 11:00 a.m. and the registration starting at 10:30 a.m., at the address CANKARJEV DOM, kulturni in kongresni center, Prešernova cesta 10, Ljubljana, and as Electronic General Meeting without the physical presence of Shareholders by electronic means via web portal https://webvoting.ixtlan.si/voting/nlb ("Electronic General Meeting" or "EGM"), with the possibility of registration to access digital environment at 10:00 a.m.,  

with the following agenda:

Item 1: Opening, establishment of quorum and election of the Chair of the General Meeting of NLB d.d.

The Management Board of NLB d.d. and Supervisory Board of NLB d.d. propose that the following resolution be adopted:

Mr. Matej Kavčič, attorney at law, is hereby elected Chair of the General Meeting of NLB d.d.

Item 2: Presentation of the NLB Group 2023 Annual Report ("Annual Report 2023"), the Report of the Supervisory Board of NLB d.d. on the results of the examination of the NLB Group Annual Report 2023 ("Report of the Supervisory Board of NLB d.d."), the Report on remuneration for the members of the Management Body of NLB d.d. in the 2023 business year ("Report on remuneration") and the Additional information to the Report on remuneration in business year 2023 on the basis of SSH's Baselines ("Additional Report on remuneration")

2.1. The General Meeting of NLB d.d. hereby acknowledges the adopted Annual Report 2023, Report of the Supervisory Board of NLB d.d. and Additional Report on remuneration.

The Management Board of NLB d.d. and Supervisory Board of NLB d.d. propose that the following resolution be adopted:

2.2. The General Meeting of NLB d.d. hereby confirms the Report on remuneration and the voting on this resolution is considered of a consultative nature.

Item 3: Decision on the allocation of distributable profit for 2023 and granting a discharge from liability to the Management Board of NLB d.d. and Supervisory Board of NLB d.d.

The Management Board of NLB d.d. and Supervisory Board of NLB d.d. propose that the following resolution be adopted:

3.1. The distributable profit of NLB d.d. as of 31 December 2023 amounts to EUR 1,116,689,206.62 and consists of net profit for 2023 in the amount of EUR 514,286,904.34 retained earnings from previous financial years in the amount of EUR 405,463,762.89 and effect of the merger of the N Banka d.d. in the amount of EUR 204,903,789.79, reduced for the interests of subordinated bonds issued, which are considered instruments of additional basic capital in the amount of EUR 7,965,250.40.

Distributable profit in the amount of EUR 1,116,689,206.62 shall be allocated as follows:

·      part in the amount of 110,000,000.00 EUR, which is EUR 5.5 gross per share, shall be paid out as dividends on 26 June 2024 to the persons who are registered as the Shareholders of NLB d.d. with the KDD - Central Securities Clearing Corporation, LLC., on the day that is 5 working days after the day of the General Meeting that adopted this resolution (24 June 2024, Cut-Off Date);

·      part in the amount of 172,810,000.00 EUR is allocated to other profit reserves (in the amount of negative goodwill from the purchase of N Banka d.d.);

·      the remaining part of distributable profit in the amount of EUR 833,879,206.62 remains undistributed and represents retained earnings.

With regard to the dividend payment, the day of announcement of the corporate action to the Central Securities Clearing Corporation system members is the first working day after the close of session of the General Meeting at which this resolution was adopted (18 June 2024) and the day without entitlement is the last working day prior to Cut-Off Date (21 June 2024).

 3.2. Management Board of NLB d.d., composed of:

- Blaž Brodnjak, CEO,

- Archibald Kremser, member,

- Peter Andreas Burkhardt, member,

- Hedvika Usenik, member,

- Antonio Argir, member,

- Andrej Lasič, member,

is hereby granted a discharge from liability for the financial year 2023.

3.3. Supervisory Board of NLB d.d., composed of:

- Primož Karpe, Chairman,

- David Eric Simon, member,

- Mark William Lane Richards, member,

- Shrenik Dhirajlal Davda, member,

- Verica Trstenjak, member,

- Islam Osama Bahgat Zekry, member,

- André Marc Richard Prudent-Toccanier, member,

- Cvetka Selšek, member,

- Sergeja Kočar, member,

- Tadeja Žbontar Rems, member,

is hereby granted a discharge from liability for the financial year 2023.

Item 4:  Internal Audit Report for 2023 and Opinion of the Supervisory Board of NLB d.d.

The General Meeting of NLB d.d. hereby acknowledges the adopted annual Internal Audit Report for 2023 and the positive opinion of the Supervisory Board of NLB d.d. granted with the resolution passed on 21 March 2024.

Item 5: Election of Members of the Supervisory Board of NLB d.d.

The Supervisory Board of NLB d.d. proposes that the following resolutions be adopted:

5.1. On the day this resolution is adopted, the General Meeting of NLB d.d. appoints Natalia Olegovna Ansell as member of the Supervisory Board of NLB d.d., whose term of office shall be from the day of effect of the appointment (start of the term of office) and last until the close of the General Meeting of NLB d.d. that decides on the allocation of distributable profit for the fourth financial year after she started the term of office in accordance with this resolution on appointment, whereby financial year in which she started the term of office in accordance with this resolution on appointment counts as the first year.

5.2. The General Meeting of NLB d.d. appoints Primož Karpe as member of the Supervisory Board of NLB d.d., for the term of office starting (start of the term of office) with completion of the General Meeting of NLB d.d. where this resolution on appointment has been adopted and will last until the close of the General Meeting of NLB d.d. that decides on the allocation of distributable profit for the fourth financial year after he started the term of office in accordance with this resolution on appointment, whereby financial year in which he started the term of office in accordance with this resolution on appointment counts as the first year.

5.3. On the day this resolution is adopted, the General Meeting of NLB d.d. appoints Luka Vesnaver as member of the Supervisory Board of NLB d.d., whose term of office shall be from the day of effect of the appointment (start of the term of office) and last until the close of the General Meeting of NLB d.d. that decides on the allocation of distributable profit for the fourth financial year after he started the term of office in accordance with this resolution on appointment, whereby financial year in which he started the term of office in accordance with this resolution on appointment counts as the first year.

Item 6: Vote on the Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d.

The Management Board of NLB d.d. and Supervisory Board of NLB d.d. propose that the following resolution be adopted:

The General Meeting of NLB d.d. hereby approves the Remuneration Policy for the Members of the Supervisory Board of NLB d.d. and the Members of the Management Board of NLB d.d., whereby the vote on this resolution is of a consultative nature in accordance with ZGD-1.

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With the exception of Item 5, which has been proposed by the Supervisory Board of NLB d.d., all other Items have been proposed by the Management Board of NLB d.d. and Supervisory Board of NLB d.d. Items 2.1. and 4 of the Agenda are for information only.

Material

The proposed resolutions with explanations and other materials for the General Meeting are available to the Shareholders for review at the Company's registered office at Trg republike 2, 1000 Ljubljana, Secretariat, every working day from 9 a.m. to 12 noon, from the day the General Meeting Convocation was published up to and including the day when the General Meeting takes place, and are also available on the website https://www.nlb.si/general-meetings, which also provides detailed information on the Shareholders' rights in accordance with the second indent of the second paragraph of Article 296 of the Companies Act. This Publication is also published in the SEOnet electronic notification system of the Ljubljana Stock Exchange, on London Stock Exchange (Regulatory News Service) and the AJPES website. The Shareholders who would wish to see the resolutions together with the grounds and other materials for the General Meeting at the Company's headquarters are required to make an appointment on the phone number + 386 (0)1 470 70 33 (available every working day between 9 a.m. and 11 a.m.) or by e-mail at [e-mail].

Conditions for participation

Those Shareholders who are registered in the central register of dematerialised securities kept by KDD - Central Securities Clearing Corporation, LLC. ("KDD"), as at the end of the seventh day prior to the General Meeting, i.e. 10 June 2024 ("the cut-off date"), or their legal representatives or proxies who shall present a written power of attorney, can attend the General Meeting and vote. If an intermediary who is not a final shareholder is entered in the central register as a shareholder, shareholders may exercise their voting right on the basis of the proof from the second paragraph of Article 235.č of the Companies Act, from which it follows who is the final shareholder on the cut-off date. The attendance must be communicated to the Company's Management Board on the written application form that must arrive to the Company's registered office (addressed to NLB d.d., Oddelek Sekretariat, Trg republike 2, 1000 Ljubljana) at least by the end of the fourth day prior to the General Meeting, i.e. 13 June 2024. The application that KDD received through intermediation chain can also be submitted in the form of a standardized message via the KDD system within the same deadlines.

The Shareholder, who sends the application in a correct and timely manner, accepts and agrees with the Electronic General Meeting Application, Participation and Voting Rules ("Rules"), available at https://www.nlb.si/general-meetings. The Shareholder who wishes to participate in the EGM must explicitly state (select) this option in the application for the General Meeting, also stating his e-mail address, to which information needed to access the web portal or digital environment for conducting the EGM will be sent, and phone number to which a text message (sms) can be sent to the Shareholder or his proxy and video-electronic identification can be performed in accordance with the Rules in the period between 13 and 14 June 2024 from 9 a.m. to 4 p.m. The legal representatives of Shareholders who will attend the General Meeting by physical presence at the venue, must, on the day of the General Meeting, present a public document wherefrom it is evident that they have the right to act as a Shareholder's representative; the document in question must not be older than three days; and the legal representatives of Shareholders who will attend the EGM, must present this public document upon video identification laid down in the Rules, unless their entitlement to representation is evident from the Slovenian Business Register (AJPES). The registration form for participating in the General Meeting ("Registration of Participation in the General Meeting") is available at https://www.nlb.si/general-meetings. The Company shall process personal data in accordance with the applicable rules. Detailed information on this and the rights of an individual is available at https://www.nlb.si/varstvo-osebnih-podatkov.   

Supplements to the agenda

The Shareholders whose total interest accounts for at least one-twentieth of the share capital may, after the publication of the Convocation, make a written request to add an item to the agenda. Enclosed to the request must be a written proposed resolution to be decided upon by the General Meeting or an explanation of the item on the agenda if no resolution is adopted in relation to such item by the General Meeting. The Shareholders who meet the conditions for making a request to add an item to the agenda must send the respective request to the Company within seven days after the publication of the Convocation of the General Meeting.

Shareholders' proposals

The Shareholders may submit written proposals for resolutions to each item on the agenda, in compliance with Article 300 of the Companies Act ("the counterproposal"). A counterproposal shall be published and communicated in the manner laid down in Article 296 of the Companies Act, but only if the Shareholder sends to the Company a proposal for publication in compliance with Article 300 of the Companies Act within seven days after the publication of the Convocation of the General Meeting.

Right to be informed

During the General Meeting, the Shareholders can exercise their right to be informed in compliance with the first paragraph of Article 305 of the Companies Act.

Information on the procedure for exercising the right through a proxy

The Shareholders may exercise their voting right also through a proxy after they have signed and submitted a written form ("Power of Attorney") which is available at the website https://www.nlb.si/general-meetings and sent it to the Company's registered office by the end of the fourth day prior to the General Meeting, i.e. 13 June 2024. The Power of Attorney may be submitted to the Company via e-mail by the same deadline as applicable to the written form, namely by sending an attached scan of the Power of Attorney to the following e-mail: [e-mail]; it must contain a handwritten signature of the natural person and in the case of legal persons a handwritten signature of the legal representative and stamp of the legal person, if used. The Company shall reserve the right to verify the identity of the Shareholder or the person who has authorised another person and sent a Power of Attorney via email, as well as authenticity of his signature.

An intermediary (such as holders of fiduciary accounts in respect of shares not belonging to them, voting advisers and other persons exercising voting rights on behalf of a shareholder by proxy as their activity) may exercise or entrust the exercise of voting rights for shares not belonging to them, only if authorised to do so in writing by the shareholder. The intermediary must ensure the verifiability of the authorisation. The intermediary shall submit a power of attorney to the company if they attend the General Meeting in the name and on behalf of the shareholder and exercise voting rights.

Use of electronic media for sending additional items on the agenda and counterproposals

Any requests for an additional item on the agenda and proposed resolutions and voting proposals sent to the Company via e-mail at the address [e-mail] must be sent as an attached scan and must contain a handwritten signature of the natural person and in the case of legal persons a handwritten signature of the legal representative and stamp of the legal person, if used. The Company shall reserve the right to verify the identity of the of the Shareholder or the person who has authorised another person and sent a request or counterproposal via email, as well as authenticity of his signature.

Electronic General Meeting

The Shareholders may attend the General Meeting by being physically present at the venue where the General Meeting takes place or by electronic means without being physically present. The EGM will be carried out by way of real-time image and sound transmission for the entire General Meeting via a web portal or digital environment for conducting the EGM. The Shareholders will be able to exercise their participation, voting and other rights at the EGM in accordance with the Rules. The Company will strive to provide the Shareholders who attend the EGM with interpretation of the General Meeting from Slovenian into English and vice versa, but the Company does not give any guarantee and does not assume responsibility for the functioning and accessibility of the translation. The Company will provide the translation to the Shareholders physically present at the venue where the General Meeting will take place. 

In the event of technical issues on the web portal where the EGM takes place, suspicion of data abuse or loss of PIN number, the Shareholder can call the following phone numbers: [phone], [phone], [phone].

If the Shareholder experiences technical issues in relation to the translation of the General Meeting, they can call [phone].

Recording of General Meeting

For the purpose of EGM the General Meeting will be recorded for the purpose of sound and image transmission in real time. The sound and image material of the course of the General Meeting will be used exclusively for transmission in real time and will not be stored. Recording may capture a Shareholder.   

Share capital and number of voting rights

The share capital of NLB d.d. is EUR 200,000,000.00 divided in 20,000,000.00 no-par value shares from the same class with voting rights.

Call to the main Shareholders

In accordance with the Slovenian Corporate Governance Code, the Company calls on all the main Shareholders, particularly the institutional investors and the state, to inform the public of their shareholding management policy for the Company, e.g. the voting policy, type and frequency of conducting management activities and the communication dynamics with the Management Board of NLB d.d. and the Supervisory Board of NLB d.d.

Ljubljana, 30 April 2024            

Management Board of NLB d.d.

 

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