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30 June 2010

15th Regular General Shareholders Meeting of NLB

Today, on 30th June, representatives of NLB shareholders gathered at the 15th regular General Shareholders Meeting. They took note of the annual report for 2009, the report from the Supervisory Board and the information on the receipts of members of the Management and Supervisory Boards in 2009. 81,31% of shareholders  votes were present at the meeting.   

The shareholders of NLB were informed that NLB recorded a loss of 23,6 million in 2009, and, when preparing its financial statements, it covered the net loss for the financial year by revenue reserves. Later on a discharge from liability was granted to the Management and Supervisory Boards for the 2009 financial year.    

Proposed modification of Articles of Association not adopted

The proposed modification of Articles of Association of NLB, which only resulted from the issue of bonds with the guarantee of the Republic of Slovenia, failed to gain the requisite majority of votes. In case new bonds are issued for in-kind contributions, exclusion of pre-emptive right of the existing shareholders for new shares was anticipated. In this situation new shares would only be paid in by the Republic of Slovenia on the basis of conversion of the receivable of the Republic of Slovenia to NLB in case the guarantee was cashed in. The Republic of Slovenia issued a guarantee for holders of the bonds issued last year and stipulated in the Public Finance Act that a lending institution may receive a state bailout in the form of a guarantee in case the Management Board of this institution commits to provide the legal conditions for the conversion.       

The authorisation granted at the General Shareholders Meeting last year thus remains unchanged: the Management Board is authorised to increase, during the period of five years, once or several times the Banks share capital by no more than EUR 37.163.879,15 or issue no more than  4.452.976 new ordinary or preference shares subject to the approval of the Supervisory Board and not subject to additional resolution of the General Shareholders Meeting.   

PWC the auditor for the 2010 financial year

Shareholders present at the General Shareholders Meeting appointed the auditing company PricewaterhouseCooopers d.o.o., Ljubljana to be the auditor of NLB d.d. in 2010.

Substitute member of the Banks Supervisory Board elected

As already known, Stanislava Zadravec Caprirolo, member of the Supervisory Board submitted her resignation on 16th November 2009. The shareholders at the General Shareholders Meeting elected Jurij Detiček to be the substitute member. His term of office expires on the same date as the term of office of the originally elected Supervisory Board members of NLB (they were elected at the 14th General Shareholders Meeting held on 30th June 2009).

Determination of session fees for members of Supervisory Board and its committees

At the General Shareholders Meeting the Republic of Slovenia submitted a counterproposal to the proposed resolution pertaining to determination of session fees for members of Supervisory Board, its committees or ad hoc working bodies of the Supervisory Board. The adopted counterproposal submitted by the Republic of Slovenia determines that session fees of chairmen and members of Supervisory Board committees or commissions or ad hoc working bodies amount to 2/3 of session fees for Supervisory Board sessions (regular or correspondence sessions), the amount of which remains the same. Therefore session fees for members of the Supervisory Board of NLB, which were in line with the recommendations of the government already reduced at the General Shareholders Meeting last year, remain at EUR 412,50 gross and for the Chairman of the Supervisory Board EUR 536,25 gross for every attendance at a regular or extraordinary session and 80% of the regular session fee for participation in a correspondence session.


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