Ljubljana, 7 July 2004
9th regular General Meeting of Shareholders of NLB
NLB - the largest Slovene international universal financial group
The representatives of NLB's owners gathered at the 9th regular General Meeting of Shareholders. They acknowledged the Bank's annual report for the previous year and the report of the Bank's Supervisory Board. They approved the amendments to the By-laws and appointed substitute members of the Supervisory Board - Borut Jamnik, André Bergen, Chris Defrancq and Anne Fossemalle. A total of 94.64% shareholder votes were present at the General Meeting of Shareholders.
Two members of the Supervisory Board, David Truman and Alain Piloux, were removed from the board and Chris Defrancq and Anne Fossemalle were appointed in their place at the General Meeting of Shareholders. Moreover, the term of office of the member of the Supervisory Board Joze Lenic was terminated, due to his early resignation on 30 July 2003, as well as the term of office of the member Herman Agneessens who resigned on 31 December 2003. The General Meeting of Shareholders appointed substitute members in their place. From now on, the representative of KAD on the Supervisory Board of NLB shall be Borut Jamnik and the representative of KBC André Bergen.
The General Meeting of Shareholders also approved the amendments and supplements to the Bank's By-laws.
Report of the Supervisory Board
The shareholders' representatives were informed of the annual report for 2003 and the report of the Bank's Supervisory Board. As explained by the Chairman of the Supervisory Board Anton Zunic, the Bank's operations in 2003 were influenced by various internal and external factors. The most obvious external factors were fierce competition with aggressive reduction of credit and deposit interest rates, constant falling of interest rates as a result of adaptation to the international market and inclusion of tolar in the ERM2. Among positive internal factors were increased net non-interest income, continued cost-cutting process and excessive provisions (IAS 39). In 2003, the Supervisory Board actively monitored the Bank's process of eliminating the problems related to information technology, which resulted in the proposed new model of IT management and appointment of a new director of the Information Technology Management Centre (UCIT). According to Anton Zunic, the Supervisory Board is aware of the Bank's operating conditions in the previous year and therefore estimates that the Bank's performance was satisfactory. The stability and efficiency of the Bank's operations are also supported by the fact that its credit ratings were improved according to the assessment of two leading international rating agencies: Moody's to A2 and Standard & Poor's to BBB+ (issued today). Moreover, the Corporate Governance of NLB d.d. and the NLB Group also improved.
Report of the Management Board
The President of the Management Board of NLB Marjan Kramar presented some major issues related to the Bank's operations in the current year and informed the shareholders of the basic strategic guidelines of the Bank. NLB's operations are stable and in line with the plans for 2004; by introducing new services, the Bank is able to successfully compete with other banks. Marjan Kramar emphasised that NLB, being the largest Slovene international financial group, will keep the leading market share in Slovenia and continue to expand its international branch network which already spreads over 12 countries.
Balance sheet profit to the shareholders and to reserves
NLB's General Meeting of Shareholders also passed the proposal submitted by the Management and Supervisory Boards on the employment of the balance sheet profit, which totalled SIT 2,746,713,745.05 for the financial year 2003. A portion amounting to SIT 2,197,363,570.60 shall be distributed among the Bank's shareholders, entered in the share register as at the end of the day on which the General Meeting of Shareholders is concluded, i.e. a gross amount of SIT 286 per share. The Bank's obligation towards the shareholders shall fall due on 30 September 2004. A portion amounting to SIT 549,350,175.15 shall be allocated to other profit reserves. The General Meeting of Shareholders also issued relief to the Management Board and the Supervisory Board members for 2003.
They also appointed the Bank's auditor for 2004, namely the auditing company PriceWaterhouseCoopers.
NLB's shareholders as at 5 July 2004:
The Republic of Slovenia - 35.41
KBC bank NV - 34.00
Slovenska odskodninska druzba, d. d. - 5.05
Kapitalska druzba, d. d. - 5.01
European bank for reconstruction and development - 5.00
Poteza nalozbe d. o. o. - 3.33
NFD 1 delniski investicijski sklad d. d. - 1.67
Triglav steber 1, id, d. d. - 1.22
Zavarovalnica Triglav, d. d. - 0.83
Aktiva nalozbe, d. d. - 0.77
HSE d. o. o. - 0.77
On that same day, the Bank had 914 shareholders holding a total of 7,682,015 shareholders' votes.