REG - Nova Ljubljanska - 38th General Meeting of NLB d.d.

Nova Ljubljanska Banka dd LjubljanaAnnouncement

06/05/2022 07:00

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RNS Number : 4692K  Nova Ljubljanska Banka d.d.  06 May 2022

Pursuant to Article 130 of the Market in Financial Instruments Act, Article
295 of the Companies Act and Article 13 of the Articles of Association of Nova
Ljubljanska banka d.d., Ljubljana, the Management Board of NLB d.d. hereby
convenes the

 

38(th) General Meeting of NLB d.d.

 

which will be held in Ljubljana, on 20 June 2022, starting at 11 a.m. and the
registration of Shareholders 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://skupscine.ixtlan.si/nlb.html
(hereinafter: Electronic General Meeting or EGM), with the possibility of
registration to access digital environment at 10:00 a.m.

 

We propose that you get familiar with the Convocation at this website, the
London Exchange website (Regulatory News Service) or at the website of AJPES.
You can get information about the Convocation together with the proposed
resolutions, explanations and other meeting materials at the bank's website at
https://www.nlb.si/general-meetings. If you would still prefer to get this
information at the seat of the company which is possible every working day
from 9.00 to 12:00, from the day the General Meeting Convocation was published
up to and including the day when the General Meeting takes place, please make
an appointment on the phone +386 (0)1 470 70 33, every working day from 9:00
to 11:00, or by e-mail at Skupscina2022@nlb.si (mailto:Skupscina2022@nlb.si) .

 

In the event of restrictive measures that would prevent the holding of the
General Meeting of NLB d.d., the NLB d.d. is going to cancel the NLB General
Meeting in accordance with the Articles of Association of Nova Ljubljanska
banka d.d. Ljubljana, no later than 3 working days prior to the meeting, in
the manner mutatis mutandis to the manner of its convocation. In accordance
with the applicable rules and regulations, the NLB d.d. is going to convene a
new General Meeting of NLB d.d. at a later date, thus providing all the
shareholders with the opportunity to exercise their rights.

 

NLB d.d. would like to make the exercising of their rights as easy as possible
for the shareholders, and for this reason the shareholders may attend the
Electronic General Meeting on the web site
https://skupscine.ixtlan.si/nlb.html (https://skupscine.ixtlan.si/nlb.html) .

 

Upon their arrival at the General Meeting, the shareholders are kindly
requested to consistently comply with all the measures to lower the risk of
contracting COVID-19 in accordance with the applicable regulations and
recommendations issued by the National Institute for Public Health that are in
force at the time of the meeting. We kindly inform that the General Meeting of
Shareholders of NLB d.d. takes place in the  Cankarjev dom in Ljubljana,
where, at the time of publication of the convocation, the »PCT condition«
applies.

 

 

 

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PUBLICATION OF AGENDA AND PROPOSED RESOLUTIONS TO BE PASSED AT

38(th) GENERAL MEETING OF NLB d.d.

 

 

Pursuant to Article 295 of the Companies Act (ZGD-1) and Article 13 of the
Articles of Association of Nova Ljubljanska banka d.d., Ljubljana ("Articles
of Association"), the Management Board of NLB d.d. hereby convenes

 

 

38(th) General Meeting of NLB d.d., Trg republike 2, 1000 Ljubljana,

 

which will be held in Ljubljana, on 20 June 2022, starting at 11 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://skupscine.ixtlan.si/nlb.html ("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 2021 Annual Report ("Annual Report
2021"), the Report of the Supervisory Board of NLB d.d. on the results of the
examination of the NLB Group Annual Report 2021 ("Report of the Supervisory
Board of NLB d.d."), the Report on renumerations for the business year 2021
("Report on renumeration") and the Additional information to the Report on
remuneration for the business year 2021 on the basis of SSH's Baselines
("Additional Report on renumeration")

 

2.1. The General Meeting of NLB d.d. hereby acknowledges the adopted Annual
Report 2021, Report of the Supervisory Board of NLB d.d. and Additional Report
on renumeration.

 

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 Shareholders 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 2021 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 resolutions be adopted:

 

3.1. The distributable profit of NLB d.d. as at 31 December 2021 amounts to
EUR 458,266,602.05 and consists of net profit for 2021 in the amount of EUR
208,421,094.37, the transfer of valuation gains upon the derecognition of
equity financial instruments measured at fair value through other
comprehensive income in the amount of EUR 53,288.25 and retained earnings from
previous financial years in the amount of EUR 249,792,219.43.

 

The distributable profit in the amount of EUR 458,266,602.05 shall be
allocated as follows:

-     the part in total amount of EUR 50,000,000.00 shall be paid out to
the shareholders as dividend, which amounts to EUR 2.50 gross per share;
dividends shall be paid on 28 June 2022 to the persons who are registered as
the Shareholders of NLB d.d. with the Central Securities Clearing Corporation
on the day that is 5 working days after the day of the General Meeting that
adopted this resolution (27 June 2022, Cut-Off Day);

-     the part in the amount of EUR 408,266,602.05 shall remain
undistributed and become part of the profit brought forward.

 

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 (21 June 2022) and the day without entitlement is
the last working day prior to Cut-Off Date (24 June 2022).

 

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

- Blaž Brodnjak, CEO,

- Archibald Kremser, member,

- Peter Andreas Burkhardt, member,

is hereby granted a discharge from liability for the financial year 2021.

 

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

- Primož Karpe, Chairman,

- Andreas Klingen, Vice Chairman,

- David Eric Simon, member,

- Mark William Lane Richards, member,

- Shrenik Dhirajlal Davda, member,

- Gregor Rok Kastelic, member,

- Verica Trstenjak, member,

- Islam Osama Bahgat Zekry, member,

- Sergeja Kočar, member,

- Bojana Šteblaj, member,

- Janja Žabjek Dolinšek, member,

- Tadeja Žbontar Rems, member,

is hereby granted a discharge from liability for the financial year 2021.

 

 

Item 4:  Internal Audit Report for 2021 and Opinion of the Supervisory Board
of NLB d.d.

 

The General Meeting of Shareholders of NLB d.d. hereby acknowledges the
adopted annual Internal Audit Report for 2021 and the positive opinion of the
Supervisory Board of NLB d.d. granted with the resolution passed on 24
February 2022.

 

 

Item 5:  The Articles of Association 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 Shareholders of NLB d.d. hereby adopts amendments to
the Articles of Association of NLB d.d. as stated in attachement to this
convocation.

 

 

Item 6:  Appointment of the auditor for the financial years 2023, 2024, 2025
and 2026

 

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

 

The auditing company KPMG Slovenija, d.o.o. is hereby appointed the auditor of
NLB d.d. for the financial years 2023, 2024, 2025 and 2026.

 

 

 

 

 

Item 7:  Adoption of the Policy on the provision of diversity of the
management body and senior management

 

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 adopts the Policy on the provision of
diversity of the management body and senior management.

 

 

Item 8: Report of the NLB Management Board of NLB d.d. for the General Meeting
of NLB d.d. on the reasons for and the purpose of the acquisition, the total
number, the minimum issue price and share of acquired shares and the value of
acquired shares of NLB d.d.

 

The General Meeting of NLB d.d. hereby acknowledges the adopted Report of the
Management Board of NLB d.d. for the General Meeting of NLB d.d. on the
reasons for and the purpose of acquisition, the total number, the minimum
issue price and share of acquired shares and the value of acquired shares of
NLB d.d.

 

 

********************************************************************************************************

 

With the exception of Item 6, 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., 4, and 8 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, due to the preventive
measures against the SARS-CoV-2 ("COVID-19"), 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 Skupscina2022@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., as at the end of the seventh day prior to the General
Meeting, i.e. 13 June 2022 ("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 ZGD-1, 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 be sent to the Company's registered office
at least by the end of the fourth day prior to the General Meeting. The
applications shall be accepted as timely if they are sent to the Company's
registered office (Trg republike 2, 1000 Ljubljana), addressed to the
Secretariat, by the end of the fourth day prior to the General Meeting, i.e.
16 June 2022. 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 16 and 17 June
2022 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 (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
(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. 16 June 2022. 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: Skupscina2022@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
Skupscina2022@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, Section 8.2, 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.

 

Other notices

The Company hereby informs the Shareholders that due to the measures adopted
in connection with the COVID-19, it is possible that the General Meeting of
NLB d.d. will not be held on the planned date. The Shareholders will be
informed of potential cancellation of the General Meeting in the same way as
they have been informed of its convocation.

 

The Shareholders are kindly asked to consistently follow all the measures for
minimising the risk of infection with COVID-19 upon their arrival to the
General Meeting in accordance with the applicable regulations and
recommendations of the Public Institute for Public Health (NIJZ).

 

 

Ljubljana, 6 May 2022

Management Board of NLB d.d.

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