Explanation regarding the Supervisory Board remuneration proposal

8th October 2019

The Management Board and Supervisory Board of NLB d.d. have, as part of the resolutions and materials for the upcoming General Meeting of Shareholders, convened on September 9th and scheduled for October 21st, in item 2 of the agenda proposed an increase of the current remuneration of the Supervisory Board members on the one hand and also a modification and partial change of concept on the other hand.

The Supervisory Board further explains that the proposed change is predominantly of the reason to finally stabilize the Supervisory Board and also to normalize its conditions to perform its responsible tasks and function.

The Supervisory Board members supervise and monitor the Management Board of an ECB-systemic banking group and by that need to be remunerated on terms consistent with the market, whereas current levels are not at all inline with market conditions.

The now suggested compensation is based on publicly known remuneration levels of some of NLB’s comparable peers and also on the remuneration study by a reputable consultancy.

The need to ensure stability, but above all to retain expert-based knowledge with Supervisory Board members was expressly mentioned by the European Central Bank on several occasions when assessing the bank’s capital needs within the SREP dialogue.

In order for that to happen, it is the firm view of the Supervisory Board that the General Meeting of Shareholders should adopt the proposed changes, which are balanced and taking into account both, the market levels and also remuneration of peers and competitors.

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