27 June 2012
19th General Meeting of Shareholders of NLB d.d.
Today, on 27 June, the representatives of NLB shareholders gathered at the 19th regular General Meeting of Shareholders. A total of 86.24 % of shares with voting right were present at the beginning of the General Meeting.
At the General Meeting, the shareholders first acknowledged the adopted Annual Report for 2011, the Report of the Supervisory Board and the Information on the receipts of members of the Management and Supervisory Boards in 2011. Afterwards, the General Meeting of Shareholders did not grant discharge to the members of the Management Board for the business year 2011, while it granted discharge to the Supervisory Board of the Bank. PricewaterhouseCoopers d.o.o.. Ljubljana was appointed NLB's auditor for the business year 2012 by the General Meeting of Shareholders.
Appointed new members of the Supervisory Board
The General Meeting of Shareholders went on to recall the members of the Supervisory Board and appoint new members to the Supervisory Board. The General Meeting of Shareholders acknowledged the resignation of the member of the Supervisory Board Stojan Petrič and appointed Matjaž Schroll in his stead. The General Meeting of Shareholders recalled the current members of the Supervisory Board of the NLB, dr. Marko Simoneti, dr. Rasto Ovin, Andrej Baričič, dr. Igor Masten, Anton Macuh, Boris Škapin and Jurij Detiček and appointed the following new members until the expiry of the term of office of initially appointed members of the Bank's Supervisory Board: Janko Medja, Stephan Wilcke, Klemen Vidic, Miro Germ, Miran Pleterski, Sašo Cunder and dr. Albin Hojnik.
Approved authorised capital of the NLB
The General Meeting of Shareholders of the NLB approved the amendment to the Articles of Association and authorised the Management Board of the Bank to increase, during the period of five years, the Bank's Tier 1 capital once or several times by no more than EUR 72,671,365.33, subject to the approval of the Supervisory Board and not subject to an additional resolution of the General Meeting of Shareholders, by issuing a maximum of 8,707,483 new ordinary shares at the issue price determined by the Management Board of the Bank, subject to the approval of the Supervisory Board. The new shares shall be issued with the rights, under the condition and in the manner specified in the Management Board's resolution on increasing the Tier 1 capital and issuing new shares. It is understood, however, that new shares can be issued solely for the purpose of swapping shares of the hybrid loan in the amount of EUR 320 million, which NLB d.d. will obtain with the contract on a hybrid loan, entered into on or around 27 June 2012 (contribution in kind). The Management Board may exclude the pre-emptive rights of the existing shareholders to subscribe newly issued shares subject to the approval of the Supervisory Board.
Approved increase in the subscribed capital through cash contributions
At the meeting, the shareholders of the NLB supported the proposal to increase the Tier 1 capital of NLB d.d. (which totals EUR 92,314,513.44 upon the adoption of this resolution and is divided into 11,061,125 ordinary freely transferable no-par value registered shares with voting rights) through cash contributions by EUR 12,416,999.48, by issuing 1,487,805 new ordinary freely transferable registered no-par value registered shares with voting rights. After the increase in Tier 1 capital, the NLB will thus have a total of 12,548,930 issued shares of this class. The issue price of one new share shall be EUR 41.00, and the issue value of all new shares shall be EUR 61 million.
All newly issued shares grant their holders the same entitlements and rights as the previously issued shares of the same class. The existing shareholders shall not have the pre-emptive right to subscribe the new shares.
The deadline for subscribing and paying new shares, based on today's resolution of the General Meeting of Shareholders on the increase of Tier 1 capital shall be two days following the adoption of the resolution.
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