35th GM of the Shareholders of NLB d.d.

NLB, d. d., Ljubljana

35th 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 35th General Meeting of the Shareholders of NLB d.d.

Shareholders of NLB d.d. gathered today, on 15 June 2020, at the 35^th General Meeting of NLB d.d. where 56,85 % shares with voting rights were present. First, they took note of the approved NLB Group 2019 Annual Report, Report of the Supervisory Board of NLB d.d. on the results of the examination of the NLB Group Annual Report 2019 and Information on the income of members of the Management Board and Supervisory Board of NLB d.d. during last year. The shareholders also decided on the allocation of distributable profit for 2019 and granting a discharge from liability to the Management Board of NLB d.d. and Supervisory Board of NLB d.d., amendments to the Articles of Association of Nova Ljubljanska banka d.d., Ljubljana, election of members of the Supervisory Board of NLB d.d. and other points on the agenda. For more details see the resolutions published by the Bank together with the results of voting at the 35^th General Meeting of NLB d.d. at its website.       

Distributable profit of EUR 228 million remains undistributed

The distributable profit for 2019 in the amount of EUR 228,039,879.73, which consists of NLB net profit for 2019 in the amount of EUR 176,148,615.15 and retained earnings from previous years in the amount of EUR 51,891,264.58, remain undistributed representing the profit carried forward.

The decision of the Bank of Slovenia on the macroprudential restrictions on the distribution of banks' profits introduces an instrument restricting the distribution of profits to banks and savings banks due to the impact and consequences of the COVID-19 epidemic. The purpose of the measure is to preserve capital so that the banking system can more easily withstand potential losses and continue to provide the economy and citizens with credits. The measure limiting the distribution of profits refers to the profits of banks and savings banks generated in 2019 and 2020, as well as to retained earnings and reserves from previous years. It is expected to be in effect for one year, but the Bank of Slovenia may also shorten or extend this measure depending on the situation. The General Meeting of NLB d.d. granted discharge to the members of the management and supervisory bodies for the 2019 financial year.

Members of the Supervisory Board of NLB d.d. elected

Because the term of office of several members of the Supervisory Board of NLB d.d. will expire, the General Meeting of NLB d.d. also decided on the election of its members. A new term of office was confirmed to members of the Supervisory Board of NLB d.d. Primož Karpe and David Eric Simon. Also elected as member of the Supervisory Board of NLB d.d. was Verica Trstenjak, Doctor of Laws, former Advocate General of the Court of Justice of the European Union in Luxembourg and a professor of European and civil law, who will contribute to the overall diversity of the Supervisory Board of NLB d.d. with her extensive knowledge and international experience.   

All three candidates were appointed for a four-year term of office. Their term shall begin on the day of their appointment and last until the conclusion of the Annual General Meeting of NLB d.d. that decides on the allocation of distributable profit for the fourth financial year after their election, counting the year in which they were appointed as the first one.

The bank has received from the Workers Council of Nova Ljubljanska banka d.d., Ljubljana on June 15, 2020 (in relation to the letter from June 9, 2020) an information that the Workers Council has elected Sergeja Kočar, Bojana Šteblaj and Petra Kakovič Bizjak as members of the Supervisory Board of the bank - representatives of workers. Their term of office begins on the day of the registration of the changes to the Articles of Association of the bank, as adopted at the 35^th General Meeting of Shareholders, into the court register; and last until the conclusion of the Annual General Meeting of NLB d.d. that decides on the allocation of distributable profit for the fourth financial year after their election, counting the year in which they were appointed as the first one.

Amended Articles of Association of Nova Ljubljanska banka d.d., Ljubljana

The General Meeting of NLB d.d. adopted the proposed amendments to the Articles of Association of Nova Ljubljanska banka d.d., Ljubljana, relating to the decision passed by the Constitutional Court of the Republic of Slovenia, in which it established an inconsistency of the fourth section of Article 33 of the Banking Act, which excluded participation of employees in the bank's management through the management authorities. Amendments to the Articles of Association allow the Workers Council to appoint 4 representatives to the Supervisory Board of NLB d.d. and grant the possibility to appoint a worker director. As a result, the Articles of Association were amended in Article governing the number of members of the Management Board of the bank. In addition, an amendment was adopted that allows the Management Board of NLB d.d. to convene the General Meeting by electronic means without the physical presence of shareholders. 

General Meeting of NLB d.d. also passed decisions on other items on the agenda. All adopted resolutions together with voting results are available to interested parties at the bank's website. 

The results of the votes cast at 35th General Meeting of NLB d.d.

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NLB d.d.