Last checked at 8 May 2019 11:20
NLB d.d., Trg republike 2, 1000 Ljubljana
Publication of Counterproposals to the Resolutions Proposed for the 33rd General Meeting of NLB d.d.
In accordance with the Market in Financial Instruments Act, Article 130, and the Companies Act, Article 300, the NLB d.d. hereby announces a counterproposal.
The counterproposals are also available at the company's website (www.nlb.si), SEOnet (Ljubljana Stock Exchange) and the AJPES website. It is also available to the shareholders at the registered seat of the company, Trg republike 2, 1000 Ljubljana, in the Secretariat Office, every work day from 9:00 to 12:00.
Investor RelationsNLB d.d.
Translation of the counterproposals:
Miha Kunič
Ravbarjeva 3
1000 Ljubljana
I, shareholder of NLB d.d., hereby inform you that I am going to object to the proposals submitted by the supervisory or management boards of NLB d.d. and that I am going to convince other shareholders to vote in favour of my proposal, which will read as follows below:
Item 2:
The General Assembly of NLB d.d. takes note of the adopted Annual Report 2018, Report of the Supervisory Board of NLB d.d. and Information on receipts, however it mandates the Management Board of NLB d.d. to draft a new updated Annual Report for 2018.
Grounds:
Upon reviewing the Annual Report 2018 I have noticed that NLB d.d. did not set aside any provisions for the lawsuits initiated by the dispossessed shareholders and bondholders who were dispossessed with extraordinary measures in 2013 (the report does not even give a mention of the lawsuits). Abanka d.d. has already lost a similar lawsuit (although the judgement is not yet final), yet the Management Board of NLB d.d. has not even made sure to set aside provisions for the said lawsuits. For example, upon the issue of the NLB26 Bond, NLB d.d. mentioned in the advertising prospectus payment in all cases except bankruptcy, and by consequence the NLB d.d. will not be able to present the burden of proof for the buyers of NLB26, namely that it informed them of all the risks of potential dispossession resulting from a governmental act issued by an authority of the Republic of Slovenia. There is therefore a potential threat of losing these lawsuits and provisions should be set aside. None of the claims has been barred by the statute of limitations so far, since the action is void and these claims are not subject to the law under preparation. As a result, provisions should be set aside in the appropriate amount and the Annual Report for 2018 should be amended accordingly.
Item 3.1:
The distributable profit shall remain undistributed until a new Annual report has been produced.
Grounds:
See the Grounds under Item 2.
Item 3.2:
The Management Board of NLB, composed of:
- Blaž Brodnjak, President
- Archibald Kremser, Member
- Peter Andreas Burkhardt, Member and
- Laszlo Pelle, Member,
shall not be granted discharge for the business year 2018.
Grounds:
The NLB Management Board has so far not published that they have filed claims against the former Management Board members from 2013 in the insurance company where those Management Board members had their liability insured, as they failed to lodge any legal remedies against the extraordinary measures undertaken by the Bank of Slovenia at the time, and, consequently, failed to protect the owners and bondholders at the time. Equally, the Management Board of NLB d.d. has so far not been able to explain the difference in presented results as at 30/9/2013 and 31/12/2013. Due to the inactivity of the Management Board, NLB d.d can incur substantial commercial damage, which is why I propose that discharge is not to be granted to the Management Board.