Ljubljana, 29 June 2005
10th regular General Meeting of NLB's Shareholders
NLB - the largest Slovene international financial group
On 29 June, the representatives of NLB's owners gathered at the 10th regular General Meeting of Shareholders. They acknowledged NLB's Annual Report for the previous business year and the report prepared by NLB's Supervisory Board, adopted the proposed distribution of profit and dividends in the amount of SIT 358.28, which is about 25% more than last year. A total of 95.60% shareholder votes were present at the General Meeting. There were no counter proposals and the shareholder representatives participating at the General Meeting adopted all the proposals unanimously.
The General Meeting approved the amendments to NLB's Articles of Association, thereby enabling the Supervisory Board to adopt a resolution on the payment of dividends before the General Meeting of Shareholders is convened. They appointed the following members of the Supervisory Board: Zvonko Ivanusic (reinsurance company Pozavarovalnica Sava), Peter Jesovnik, MSc, (GZS), Ziga Lavric, MSc, (Ministry of Finance), Igor Marinsek (Adriatic), Marko Rus, Andrijana Starina Kosem, MSc, (Ministry of Economy), André Bergen, Christian Defrancq, Riet Docx, Frans Florquin (all from KBC) and Anne Fossemalle (EBRD).
Report by the Supervisory Board
After the General Meeting, the former Chairman of the Supervisory Board of NLB Anton Zunic said that it was a great challenge to work with such a diversified supervisory board with interesting international composition: besides the representatives of the Republic of Slovenia, KAD and SOD, there were also the representatives from KBC and EBRD, which further improved the efficiency and professionalism of the supervisory function and prudence in adopting decisions. He underlined that the Supervisory Board worked in accordance with the modern principles of corporate governance and due consideration of the clients', owners' and employees' interests, as those are the most precious part of the Bank's assets.
Some crucial decisions had to be taken in this term of office, which followed the strategy of NLB d.d.: maintain the leading position in Slovenia and strengthen the Bank's position in a wider, international area. The focus was on the strengthening of the so-called information capital, synergy between the banking products in corporate operations, retail operations and operations with other clients. Many Slovene companies are namely too large for the Slovene market and must therefore be monitored also on the international markets, together with their partners.
NLB's total assets and off-balance operations have grown considerably. Market situation kept deteriorating also after Slovenia's entry in the EU. Interest margins kept falling while the Bank's performance has been constantly improving due to its efficient cost management policy, increased non-interest income and risk management. The Supervisory Board assessed the Bank's operations as good; the new Supervisory Board and Management Board are expected to further improve the results in the next term of office. The former Chairman of the Supervisory Board of NLB thanked the shareholders, the members of the Supervisory Board in his term of office, the Management Board and all the employees for their trust and support.
Report by the Management Board
The President of the Management Board of NLB Marjan Kramar presented some major issues related to the Bank's operations in 2004 and emphasised that NLB's operations were good and the set plans were implemented successfully. He continued by informing the shareholders of the basic strategic orientations of NLB. Marjan Kramar said that the NLB Group is the Bank's first priority in Slovenia and abroad as well as a great opportunity for further development. The assurance that such ambitious plans can actually be achieved is previous results, universal range of products and services offered to retail, corporate and other clients as well as high rating and good reputation of the Bank.
This was also confirmed by this year's results which show that NLB continues with its dynamic growth and increases the volume of operations and profitability.
Net distributable profit for the owners and to reserves
The General Meeting of Shareholders adopted the Management Board's proposal for distributing the net distributable profit for 2004. They decided to allocate SIT 2,752,294,797.87 of NLB's net distributable profit (which totalled SIT 3,440,370,497.50) to payments to shareholders, which means that the dividend is worth SIT 358.28 gross per share. A portion amounting to SIT 688,075,699.63 shall be allocated to other profit reserves. They also appointed the Bank's auditor for 2004, namely the auditing company PricewaterhouseCoopers.
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