Date: 24 October 2024
43rd
General Meeting of NLB d.d. Convened for
9th December
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:
NLB announces the convocation of the
43rd General
Meeting of Shareholders of NLB d.d., which will be held on
9th December this
year, starting at 11 a.m. The meeting will be held both live (in
the Cankarjev dom in Ljubljana) and as an electronic general
meeting, taking place via the web
portal. All interested
stakeholders can find the proposed resolutions with clarifications
and other materials and instructions for the General Meeting
here.
At the meeting, a decision will be
made on the additional allocation of distributable profit for 2023.
The NLB Management and Supervisory Boards propose to shareholders
that dividends in the total amount of EUR 110 million, which is EUR
5.5 gross per share, be paid out on 17 December, 2024 to the
persons who are registered as the Shareholders of NLB d.d. with the
KDD - Central Securities Clearing Corporation, on the day that is 5
working days after the day of the General Meeting that adopted this
resolution (16 December 2024, Cut-Off Date).
This dividend pay-out will be the
second one this year, following the pay-out of dividends in the
same total amount of EUR 110 million or 5.5 gross per share on June
17, 2024. Together both pay-outs will amount to EUR 220 million
from the profit generated in 2023, which represents
a 100% increase from dividend payments made that
year. The proposed EUR 110 million for the
second tranche of a dividend payment from the profit generated in
2023 is not included in the capital base. Therefore, the payment
will not affect the NLB Group capital ratios and will remain stable
and high above the regulatory requirement after the dividend
distribution.
NLB Management and Supervisory
Boards will also propose to shareholders that the remaining part of
the distributable profit remains undistributed and represents
retained earnings.
NLB d.d., Ljubljana
Investor Relations
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PUBLICATION OF AGENDA AND PROPOSED RESOLUTIONS
TO BE PASSED AT
43rd 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
43rd General
Meeting of NLB d.d., Trg republike 2, 1000
Ljubljana,
which will be held in Ljubljana, on
9 December 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: Decision on the allocation of distributable profit for
2023
The Management Board of NLB
d.d. and Supervisory Board of NLB d.d. propose that the following
resolution be adopted:
The distributable profit of NLB d.d. on 31
December 2023 amounted to EUR 1,116,689,206.62, of which EUR
110,000,000.00 was paid out on 17.06.2024 according to the
resolution of the General Meeting of NLB d.d. Part in the amount of
EUR 172,810,000.00 was allocated to other profit reserves (in the
amount of negative goodwill from the purchase of N Banka d.d.). The
remaining part of the distributable profit shall be allocated as
follows:
- in the
amount of EUR 110,000,000.00, which is EUR 5.5 gross per share,
shall be paid out on 17 December 2024 to the persons who are
registered as the Shareholders of NLB d.d. with the KDD - Central
Securities Clearing Corporation, on the day that is 5 working days
after the day of the General Meeting that adopted this resolution
(16 December 2024, Cut-Off Date);
- in the
amount of EUR 723,879,206.62 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 (10 December 2024) and the day without
entitlement is the last working day prior to Cut-Off Date (13
December 2024).
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Both Items have been proposed by the
Management Board of NLB d.d. and Supervisory Board of NLB
d.d.
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 d.d. -
Central Securities Clearing Corporation ("KDD"), as at the end of
the seventh day prior to the General Meeting, i.e. 2 December 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 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 (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. 5 December 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 5 and 6 December
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. 5 December 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, 24 October
2024
Management Board of
NLB d.d.