Statement of Compliance with the Corporate Governance Code

NLB follows the recommended standards of the Corporate Governance Code (hereafter referred to as the Code), whose purpose is to develop a transparent and readily intelligible system of management in Slovenia, thereby increasing the level of confidence in the system of management for both domestic and foreign investors, as well as the public at large.

NLB deviates from the following provisions of the Code:

Code Item 1.3.18.: The proposed provision that members of the Supervisory or the Management Boards should be voted on individually by the General Meeting of Shareholders, is in the Bank’s opinion unnecessary, since it only increases the possibility that the requisite number of members of the Management or the Supervisory Board required under the Statue, will not be elected. If a shareholder disagrees with the proposed appointment of a particular member of Supervisory Board, he may counter by proposing a suitable alternative appointment.

Code Item 2.4.4.: The proposed provision “that all legal transactions between the Bank and a management board member, as well as between the Bank and persons or companies connected with a management board member, must be conducted according to good business practices and be disclosed to the public” is impossible to observe since to disclose this information would directly violate the provision of the banking law that states that transactions among clients are a business secret.