REG - Nova Ljubljanska - Results of General Meeting

Nova Ljubljanska Banka dd LjubljanaAnnouncement

20/06/2022 15:46

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RNS Number : 5242P  Nova Ljubljanska Banka d.d.  20 June 2022

NLB, d. d., Ljubljana

38th General Meeting of the Shareholders of NLB d.d.

In accordance with the provisions set out in the Rules of the Ljubljana Stock
Exchange and the relevant laws, the NLB Management Board hereby announce the
results of votes cast at the 38th General Meeting of the Shareholders of NLB
d.d.

Shareholders of NLB d.d. gathered today at the 38th General Meeting of NLB
d.d. with 64,31% shares with voting rights present. They adopted all
resolutions proposed by the Management and Supervisory Board of NLB d.d.

 

At the General Meeting shareholders acknowledged the adopted NLB Group 2021
Annual Report, the Report of the Supervisory Board of NLB d.d. on the results
of the examination of the NLB Group Annual Report 2021, the Report on
renumerations for the business year 2021 and the Additional information to the
Report on remuneration for the business year 2021 on the basis of SSH's
Baselines. The shareholders also decided 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 distributable profit of NLB d.d. for 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.

 

Shareholders decided that the part of the distributable profit in total amount
of EUR 50 million 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).

 

"We must emphasize that this is only the first dividend payout planned for
this year," explained NLB's CEO Blaž Brodnjak and added: "In our 2022 outlook
we have announced EUR 100 million cumulative payment - and we remain committed
to this announcement, as well as to justifying the expectations of our
shareholders by creating added value for them. However, as we recognize
various benefits to split the dividend payment into two tranches, we have
decided that the first tranche in the amount of abovementioned EUR 50 million
was subject of this General Meeting, while the second tranche is intended to
be proposed to the General Meeting towards the end of this year. Furthermore,
NLB strives to payout EUR 500 million of dividends by 2025."

 

The envisaged EUR 100 million dividend payment from the profit generated in
2021 is not included in the capital base, meaning that the payment will not
affect the NLB Group capital ratios. The remaining part of the distributable
profit of NLB d.d. shall remain undistributed and become part of the profit
brought forward.

 

The General Meeting of NLB d.d. also took note on various reports and voted on
the proposal regarding the amendments and supplements to the Articles of
Association of NLB d.d., appointed the auditing company KPMG Slovenija, d.o.o.
as the auditor of NLB d.d. for the financial years 2023-2026 and adopted the
Policy on the provision of diversity of the management body and senior
management. For more details see the resolutions published by the Bank
together with the results of voting at the 38th General Meeting of NLB d.d. at
the bank's and Ljubljana Stock Exchange website.

 

All adopted resolutions together with voting results are available to
interested parties at the bank's website.

 

 

 

 

In accordance with the provisions set out in the Rules of the Ljubljana Stock
Exchange and the relevant laws, the NLB Management Board hereby announces

 

the results of votes cast at the 38(th) General Meeting of Shareholders

of NLB d.d.

 

which was held on Monday, 20 June 2022, from 11.00, at the following 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").

 

The number of shares with voting rights represented at the 38(th) General
Meeting of Shareholders of NLB d.d. (hereinafter: General Meeting) at the
opening totalled 12.862.095 shares, or 64,31 % of all shares with voting
rights, which represents 64,31 % of the share capital.

 

One share represents one vote.

 

The meeting was attended by the invited notary public Miro Košak from
Ljubljana and was chaired by Matej Kavčič, Attorney at Law.

 

The share of voting rights of the five largest shareholders present at the
General Meeting expressed in relation to all the shares with voting rights
totalled 62,83 %. The following five largest shareholders with voting rights
were present or represented at the General Meeting:

 

 Shareholder                                                                     No. of shares or voting rights  Share in relation to all voting shares
 The Bank of New York Mellon, 240 Greenwich Street, New York, United States      6.293.410                       31,47 %
 Republika Slovenija, Gregorčičeva ulica 20, 1000 Ljubljana                      5.000.001                       25,00 %
 OTP Banka Client Account- fiduciarni račun, Domovinskog rata 61, Split,         777.019                         3,89 %
 Hrvaška
 Erste Group Bank AG - PBZ Croatia osiguranje d.d. za upravljanje obveznim       369.875                         1,85 %
 mirovinskim fondovima, Am Belvedere, 1100 Wien, Austria
 FIMA Securities Ltd. - fiduciarni račun, Vrazova 25, 42000     Varaždin,        124.997                         0,62 %
 Hrvaška
 Together                                                                        12.565.302                      62,83 %

 

Resolutions passed at the 38(th) General Meeting of Shareholders of NLB d.d.

 

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

 

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

 

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.736.948; the share of these shares in the
share capital is 63,69 %; 12.736.948 shares or 100 % voted for the proposed
resolution, no one voted against the proposed resolution, and 125.147 of the
votes were abstained. The resolution was legitimately passed with the
necessary majority of the votes cast.

 

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.

 

No voting took place under this item, as its sole purpose was to inform the
General Meeting.

 

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.

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.304.178; the share of these shares in the
share capital is 61,52 %; 10.284.404 shares or 83,59 % voted for the proposed
resolution, 2.019.774 shares or 16,42 % of the votes cast were against the
proposed resolution, and 557.917 of the votes were abstained. The resolution
was legitimately passed with the necessary majority of the votes cast.

 

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.

 

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).

 

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.861.945; the share of these shares in the
share capital is 64,31 %; 12.861.945 shares or 100 % voted for the proposed
resolution, no one voted against the proposed resolution, and 150 of the votes
were abstained. The resolution was legitimately passed with the necessary
majority of the votes cast.

 

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.

 

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.735.605; the share of these shares in the
share capital is 63,68%; 12.735.605 shares or 100 % voted for the proposed
resolution, no one voted against the proposed resolution, and 126.490 of the
votes were abstained. The resolution was legitimately passed with the
necessary majority of the votes cast.

 

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.

 

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.860.405; the share of these shares in the
share capital is 64,30 %; 12.860.405 shares or 100 % voted for the proposed
resolution, no one voted against the proposed resolution, and 1.690 of the
votes were abstained. The resolution was legitimately passed with the
necessary majority of the votes cast.

 

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.

No voting took place under this item, as its sole purpose was to inform the
General Meeting.

 

Item 5: The Articles of Association of NLB d.d.

 

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.

 

The resolution was passed in the proposed contents by the NLB Management Board
and Supervisory Board. The number of shares in the proposed resolution, for
which valid votes were cast, is 12.861.945; the share of these shares in the
share capital is 64,31 %; 12.818.182 shares or 99,66 % voted for the proposed
resolution, 43.763 shares or 0,34 % of the votes cast were against the
proposed resolution, and 150 of the votes were abstained. The resolution was
legitimately passed with the necessary qualified majority of the votes cast.

 

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

 

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.

 

The resolution was passed in the proposed contents by the NLB Supervisory
Board. The number of shares in the proposed resolution, for which valid votes
were cast, is 12.861.380; the share of these shares in the share capital is
64,31 %; 12.861.380 shares or 100 % voted for the proposed resolution, no one
voted against the proposed resolution, and 715 of the votes were abstained.
The resolution was legitimately passed with the necessary majority of the
votes cast.

 

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

 

The General Meeting of NLB d.d. hereby adopts the Policy on the provision of
diversity of the management body and senior management.

 

The resolution was passed in the proposed contents by the NLB Supervisory
Board. The number of shares in the proposed resolution, for which valid votes
were cast, is 12.861.748; the share of these shares in the share capital is
64,31 %; 12.861.748 shares or 100 % voted for the proposed resolution, no one
voted against the proposed resolution, and 347 of the votes were abstained.
The resolution was legitimately passed with the necessary majority of the
votes cast.

 

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.

 

No voting took place under this item, as its sole purpose was to inform the
General Meeting.

 

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