Nova Ljublj. S Regulatory News (NLB)

December 12, 2022

NLB General Meeting Confirms Payment of Additional Dividends

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 39th General Meeting of the Shareholders of NLB d.d.

The second General Meeting of NLB Shareholders this year brought some very encouraging tidings. Not only did the Shareholders (68.42% of shares with voting rights were present) confirmed the payment of additional dividends at EUR 2.50 per share on 20th December this year, making a total dividend pay-out in 2022 EUR 100 million; NLB's Management Board also took the opportunity of the General Meeting to address two topics not included in the convocation: further explained the details regarding the first NLB ESG Risk Rating and announced a significant charitable donation of the Group this holiday season.

The 39th NLB General Meeting confirmed the proposal of NLB Management and Supervisory Boards on additional allocation of distributable profit for 2021, more precisely on the second tranche of dividend payments, which has been publicly communicated several times. The NLB already paid out the first tranche of dividends in the total amount of EUR 50 million on 28 June this year. The confirmed dividend payment is not included in the capital base, which means that the NLB Group's capital ratios will not be affected with this payment. The remaining part of the NLB's distributable profit will remain undistributed and represents retained earnings.

"We are glad that the Shareholders have confirmed the payment of this year's second tranche of dividends since by doing so we remain firmly on the path to our ambition - a total capital return through solid cash dividends in the cumulative amount of EUR 500 million by the end of 2025, including 2022 pay-outs," explained NLB's CEO Blaž Brodnjak after the General Meeting. "However, we are especially happy and proud to be able to top this already positive information with news of our first ESG Risk Rating which ranks our NLB alongside and even higher than some of the key financial institutions in the world. Furthermore, NLB Group will conclude this extraordinary year with a significant charitable donation to various vulnerable groups and other good causes in all the markets of our operations, totalling more than EUR 500.000, thus truly showing that a world full of heart, is a world full of opportunities," he added.

At the General Meeting, the NLB Shareholders also voted 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. and took note of the termination of the term of office of two NLB Supervisory Board members - workers' representatives.

The proposed resolutions, together with clarifications and other AGM materials and instructions are available to all interested stakeholders on the NLB's website.

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

Investor Relations

the results of votes cast at the 39th General Meeting of Shareholders

of NLB d.d.

which was held on Monday, 12 December 2022, from 13.00, 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 39th General Meeting of Shareholders of NLB d.d. (hereinafter: General Meeting) at the opening totalled 13.684.608 shares, or 68,42% of all shares with voting rights, which represents 68,42% 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 63,92%. The following five largest shareholders with voting rights were present or represented at the General Meeting:

Resolutions passed at the 39th 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 13.646.899; the share of these shares in the share capital is 68,23%; 13.646.899 shares or 100 % voted for the proposed resolution, no one voted against the proposed resolution, and 37.709 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

Item 2: Decision on the allocation of distributable profit for 2021

The distributable profit on the day of this General Meeting amounts to EUR 408,266,602.05, and shall be allocated as follows:

1. the first part in the amount of EUR 50,000,000.00, which is EUR 2.50 per share, shall be paid out on 20 December 2022 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 (19 December 2022, Cut-Off Date),

2. the second part in the amount of EUR 358,266,602.05 EUR 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 (13 December 2022) and the day without entitlement is the last working day prior to Cut-Off Date (16 December 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 13.646.899; the share of these shares in the share capital is 68,23%; 13.646.899 shares or 100 % voted for the proposed resolution, no one voted against the proposed resolution, and 37.709 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

Item 3: 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 General Meeting of Shareholders 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.

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 13.646.701; the share of these shares in the share capital is 68.23%; 7.739.020 shares or 56,71 % voted for the proposed resolution, 5.907.681 shares or 43.29% voted against the proposed resolution, and 37.907 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

Item 4: Report on termination of the term of office of two members of the Supervisory Board of NLB d.d., workers' representatives

General Meeting of NLB d.d. takes note of the termination of term of office of two members of the Supervisory Board of NLB d.d., workers' representatives, namely:

1. that Janja Žabjek Dolinšek on 26/5/2022 made a statement regarding her termination of the function of a member of the Supervisory Board of NLB d.d., workers' representative, because she was leaving NLB d.d., which the NLB Works Council took note of and based on which her term of office in the Supervisory Board of NLB d.d. terminated on 8/7/2022,

2. that the NLB Works Council at its 11th extraordinary meeting held on 12/9/2022 passed a decision on the recall of Bojana Šteblaj from the function of a member of the Supervisory Board of NLB d.d., workers' representative, based on which her term of office in the Supervisory Board of NLB d.d. terminated on 12/9/2022.

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