Ljubljana, 23 June 2003
7th General Meeting of Shareholders of NLB
On 23 June 2003, the representatives of the owners of NLB gathered at the 7th regular General Meeting of Shareholders. The meeting was chaired by Anton Ribnikar and the owners acknowledged NLB's annual report for the previous business year and the report of the NLB's Supervisory Board. They also appointed a new, substitute member of the Supervisory Board; from now on the EBRD will be represented by Alain Pilloux.
At the General Meeting of Shareholders the amended Article of the Bank's By-laws, related to the term of office of the members of the Supervisory Board, was approved. The abovementioned Article was aligned with the Companies Act, so that the term of office for the members of the Supervisory Board is now limited to four years with the possibility of re-election.
The representatives of the shareholders acknowledged the adopted annual report for the business year 2002 and the report of NLB's Supervisory Board. As explained by the President of the Management Board Marko Voljc the volume of NLB's operations grew significantly in 2002, since the total assets amounted to SIT 1,981 billion (EUR 8.6 million) which is slightly over 14 percent more than in 2001. Regarding the entry of the key shareholder, the KBC, he explained that NLB was given the opportunity to pursue a more dynamic development and improve its competitive advantages, as, among others, the Bank also got several skilled and experienced experts in various fields of activities.
NLB is successfully implementing its set strategy, added Marko Voljc, which is proven by efficient organic growth, increasing capital investments and ratings issued by established international rating agencies, giving NLB the highest possible credit ratings in the territory of Central and Eastern Europe.
According to the Chairman of the Supervisory Board of NLB Anton Zunic, NLB successfully completed the privatisation programme with the introduction of a specific model based on the search for a common denominator for the Bank's traditional operations in Slovenia and on the broader territory of South-Eastern Europe as well as introduction of certain new business orientations and an even more efficient corporate management in the Bank and the NLB Group. The Bank's strategy is to keep the leading position in Slovenia and increase its presence in broader international environment, especially in South-Eastern Europe. The Bank will focus its activities on the improvement of its competitiveness, among other also by means of the cost-cutting programme ensuring profitability of operations regardless of the reduced margin. Moreover, the Bank will concentrate on strengthening its relationships with the clients, based on high quality services and introduction of new services. The Supervisory Board constantly monitored the work of the Management Board and estimates that one of the most significant advantages of the Bank is its corporate management model, which is comparable to the world's most successful banks.
The General Meeting of Shareholders of NLB also passed the Management and Supervisory Boards' proposal on the use of balance sheet profit. The balance sheet profit generated by NLB d.d., Ljubljana in 2002 totalled SIT 3,195,766,643.93. Part of the balance sheet profit in the amount of SIT 2,512,053,230.19 shall be distributed among the Bank's shareholders registered in the Shares Register at the end of the day on which the General Meeting of Shareholders is held, which means that the gross profit is SIT 327 per share.
The remaining SIT 683,713,413.80 shall be distributed in the following way:
- SIT 51,023,250 shall be allocated to remunerations, of which SIT 43,759,482 (gross amount) to the members of the Supervisory Board and SIT 7,263,768 (gross amount) to two ex-members of the Management Board,
- SIT 632,690.163,80 shall be earmarked for other reserves from profit.
Victor Pastor, the representative of the European Bank for Reconstruction and Development was discharged from the office of a member of the Supervisory Board, and a new member, Alain Pilloux, was appointed instead of him to represent the interests of the EBRD. The General Meeting of Shareholders appointed the auditing house PricewaterhouseCoopers, d. o. o., NLB's auditor for the year 2003.