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 42nd 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
42nd 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
42nd 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.
********************************************************************************************************
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 Skupscina2024@nlb.si.
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: Skupscina2024@nlb.si; 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 Skupscina2024@nlb.si 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: +386 (0)1 300 38 87, +386 (0)41 747 199, +386 (0)41 747
182.
If the Shareholder experiences technical issues
in relation to the translation of the General Meeting, they can
call +386 (0)41 707 114.
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.
