TIDMNLB
RNS Number : 4710R
Nova Ljubljanska Banka d.d.
27 October 2023
October 27th, 2023
41(st) General Meeting of NLB d.d. will be held on 11
December
Pursuant to Article 130 of the Market in Financial Instruments
Act, Article 295 of the Companies Act and Article 11 of the
Articles of Association of NLB d.d. the Management Board of NLB
d.d. hereby convenes the
41st General Meeting of NLB d.d.
NLB announces the convocation of the 41st General Meeting of
Shareholders of NLB d.d., which will be held on 11 December this
year, starting at 11 a.m. The meeting will be held both live (in
Cankarjev dom in Ljubljana) and as an electronic general meeting,
taking place via the web portal. All interested stakeholders can
find the proposed resolutions with clarifications and other
materials and instructions for the General Meeting here .
At the meeting, a decision will be made on the additional
allocation of distributable profit for 2022. The NLB Management and
Supervisory Boards will propose to shareholders that dividends in
the total amount of EUR 55 million, which is EUR 2.75 gross per
share, be paid out on 19 December, 2023 to the persons who are
registered as the Shareholders of NLB d.d. with the KDD - Central
Securities Clearing Corporation, LLC., on the day that is five
working days after the General Meeting that adopted this resolution
(18 December 2023, Cut-Off Date).
This dividend pay-out will be the second one this year,
following the pay-out of dividends in a total amount of EUR 55
million (EUR 2.75 gross per share) on June 27, 2023. Together, both
pay-outs will amount to EUR 110 million from the profit generated
in 2022, which is not included in the capital base, meaning that it
will not affect NLB Group's capital ratios. With these pay-outs,
NLB remains firmly on the path to fulfil its ambition - a total
capital return through solid cash dividends in a cumulative amount
of EUR 500 million by the end of 2025, including 2022 pay-outs.
NLB Management and Supervisory Boards will also propose to
shareholders that the remaining part of the distributable profit
remains undistributed and represents retained earnings.
Furthermore, at the General Meeting, the NLB shareholders will
also vote on the approval of the Remuneration Policy for the
Members of the Supervisory Board of NLB d.d. and the Members of the
Management Board of NLB d.d. (hereinafter: Remuneration Policy).
The Remuneration Policy was namely revised to ensure that
remuneration of the members of the Management Board is aligned with
Groups' long-term strategic goals, as well as with Shareholders'
interests and advice, relevant regulation, guidelines, and best
practices. The revised Remuneration Policy envisages the use of a
balanced set of performance metrics, which are defined, structured,
and based on clear grid and weights, including financial results,
operational efficiency, strategic milestones, and environmental,
social, and governance (ESG) factors. Additionally, a long-term
incentive (LTI), tied to relative Total Shareholder Return (TSR),
as well as long-term targets related to sustainability,
organisational culture, and employee development, are being
introduced. All this aims to ensure that Management Board Members
are incentivized to contribute not only to immediate financial
success, but also to the Group's overall sustainability, growth,
and long-term value for shareholders.
Investor Relations
NLB d.d., Ljubljana
Convocation of the 41(st) General Meeting of NLB d.d.
PUBLICATION OF AGA AND PROPOSED RESOLUTIONS TO BE PASSED AT
41(st) GENERAL MEETING OF NLB d.d.
Pursuant to Article 295 of the Companies Act ("ZGD-1") and
Article 11 of the Articles of Association of NLB d.d., ("Articles
of Association"), the Management Board of NLB d.d. hereby
convenes
41(st) General Meeting of NLB d.d., Trg republike 2, 1000
Ljubljana,
which will be held in Ljubljana, on 11 December 2023, starting
at 11:00 a.m. and the registration starting at 10:30 a.m., at the
address CANKARJEV DOM, kulturni in kongresni center, Prešernova
cesta 10, Ljubljana, and as Electronic General Meeting without the
physical presence of Shareholders by electronic means via web
portal https://webvoting.ixtlan.si/voting/nlb ("Electronic General
Meeting" or "EGM"), with the possibility of registration to access
digital environment at 10:00 a.m.,
with the following agenda:
Item 1 : Opening, establishment of quorum and election of the
Chair of the General Meeting of NLB d.d.
The Management Board of NLB d.d. and Supervisory Board of NLB
d.d. propose that the following resolution be adopted:
Mr. Matej Kavčič, attorney at law, is hereby elected Chair of
the General Meeting of NLB d.d.
Item 2 : Decision on the allocation of distributable profit for
2022
The Management Board of NLB d.d. and Supervisory Board of NLB
d.d. propose that the following resolution be adopted:
The distributable profit of NLB d.d. on 31 December 2022
amounted to EUR 515,463,762.89, of which EUR 55,000,000.00 was paid
out on 19 June 2023 according to the resolution of the General
Meeting of NLB d.d. The remaining part of the distributable profit
shall be allocated as follows:
1. in the amount of EUR 55,000,000.00, which is EUR 2.75 gross
per share, shall be paid out on 19 December 2023 to the persons who
are registered as the Shareholders of NLB d.d. with the KDD -
Central Securities Clearing Corporation, LLC., on the day that is 5
working days after the day of the General Meeting that adopted this
resolution (18 December 2023, Cut-Off Date);
2. in the amount of EUR 405,463,762.89 remains undistributed and represents retained earnings.
With regard to the dividend payment, the day of announcement of
the corporate action to the Central Securities Clearing Corporation
system members is the first working day after the close of session
of the General Meeting at which this resolution was adopted (12
December 2023) and the day without entitlement is the last working
day prior to Cut-Off Date (15 December 2023).
Item 3: Vote on the Remuneration Policy for the Members of the
Supervisory Board of NLB d.d. and the Members of the Management
Board of NLB d.d.
The Management Board of NLB d.d. and Supervisory Board of NLB
d.d. propose that the following resolution be adopted:
The General Meeting of NLB d.d. hereby approves the Remuneration
Policy for the Members of the Supervisory Board of NLB d.d. and the
Members of the Management Board of NLB d.d., whereby the vote on
this resolution is of a consultative nature in accordance with
ZGD-1.
********************************************************************************************************
All Items have been proposed by the Management Board of NLB d.d.
and Supervisory Board of NLB d.d.
Material
The proposed resolutions with explanations and other materials
for the General Meeting are available to the Shareholders for
review at the Company's registered office at Trg republike 2, 1000
Ljubljana, Secretariat, every working day from 9 a.m. to 12 noon,
from the day the General Meeting Convocation was published up to
and including the day when the General Meeting takes place, and are
also available on the website https://www.nlb.si/general-meetings ,
which also provides detailed information on the Shareholders'
rights in accordance with the second indent of the second paragraph
of Article 296 of the Companies Act. This Publication is also
published in the SEOnet electronic notification system of the
Ljubljana Stock Exchange, on London Stock Exchange (Regulatory News
Service) and the AJPES website. The Shareholders who would wish to
see the resolutions together with the grounds and other materials
for the General Meeting at the Company's headquarters are required
to make an appointment on the phone number + 386 (0)1 470 70 33
(available every working day between 9 a.m. and 11 a.m.) or by
e-mail at Skupscina2023@nlb.si .
Conditions for participation
Those Shareholders who are registered in the central register of
dematerialised securities kept by KDD - Central Securities Clearing
Corporation, LLC. ("KDD"), as at the end of the seventh day prior
to the General Meeting, i.e. 4 December 2023 ("the cut-off date"),
or their legal representatives or proxies who shall present a
written power of attorney, can attend the General Meeting and vote.
If an intermediary who is not a final shareholder is entered in the
central register as a shareholder, shareholders may exercise their
voting right on the basis of the proof from the second paragraph of
Article 235.č of the Companies Act, from which it follows who is
the final shareholder on the cut-off date. The attendance must be
communicated to the Company's Management Board on the written
application form that must arrive to the Company's registered
office (addressed to NLB d.d., Oddelek Sekretariat, Trg republike
2, 1000 Ljubljana) at least by the end of the fourth day prior to
the General Meeting, i.e. 7 December 2023. The application that KDD
received through intermediation chain can also be submitted in the
form of a standardized message via the KDD system within the same
deadlines.
The Shareholder, who sends the application in a correct and
timely manner, accepts and agrees with the Electronic General
Meeting Application, Participation and Voting Rules ("Rules"),
available at https://www.nlb.si/general-meetings . The Shareholder
who wishes to participate in the EGM must explicitly state (select)
this option in the application for the General Meeting, also
stating his e-mail address, to which information needed to access
the web portal or digital environment for conducting the EGM will
be sent, and phone number to which a text message (sms) can be sent
to the Shareholder or his proxy and video-electronic identification
can be performed in accordance with the Rules in the period between
7 and 8 December 2023 from 9 a.m. to 4 p.m. The legal
representatives of Shareholders who will attend the General Meeting
by physical presence at the venue, must, on the day of the General
Meeting, present a public document wherefrom it is evident that
they have the right to act as a Shareholder's representative; the
document in question must not be older than three days; and the
legal representatives of Shareholders who will attend the EGM, must
present this public document upon video identification laid down in
the Rules, unless their entitlement to representation is evident
from the Slovenian Business Register (AJPES). The registration form
for participating in the General Meeting ("Registration of
Participation in the General Meeting") is available at
https://www.nlb.si/general-meetings . The Company shall process
personal data in accordance with the applicable rules. Detailed
information on this and the rights of an individual is available at
https://www.nlb.si/varstvo-osebnih-podatkov .
Supplements to the agenda
The Shareholders whose total interest accounts for at least
one-twentieth of the share capital may, after the publication of
the Convocation, make a written request to add an item to the
agenda. Enclosed to the request must be a written proposed
resolution to be decided upon by the General Meeting or an
explanation of the item on the agenda if no resolution is adopted
in relation to such item by the General Meeting. The Shareholders
who meet the conditions for making a request to add an item to the
agenda must send the respective request to the Company within seven
days after the publication of the Convocation of the General
Meeting.
Shareholders' proposals
The Shareholders may submit written proposals for resolutions to
each item on the agenda, in compliance with Article 300 of the
Companies Act ("the counterproposal"). A counterproposal shall be
published and communicated in the manner laid down in Article 296
of the Companies Act, but only if the Shareholder sends to the
Company a proposal for publication in compliance with Article 300
of the Companies Act within seven days after the publication of the
Convocation of the General Meeting.
Right to be informed
During the General Meeting, the Shareholders can exercise their
right to be informed in compliance with the first paragraph of
Article 305 of the Companies Act.
Information on the procedure for exercising the right through a
proxy
The Shareholders may exercise their voting right also through a
proxy after they have signed and submitted a written form ("Power
of Attorney") which is available at the website
https://www.nlb.si/general-meetings and sent it to the Company's
registered office by the end of the fourth day prior to the General
Meeting, i.e. 7 December 2023. The Power of Attorney may be
submitted to the Company via e-mail by the same deadline as
applicable to the written form, namely by sending an attached scan
of the Power of Attorney to the following e-mail:
Skupscina2023@nlb.si ; it must contain a handwritten signature of
the natural person and in the case of legal persons a handwritten
signature of the legal representative and stamp of the legal
person, if used. The Company shall reserve the right to verify the
identity of the Shareholder or the person who has authorised
another person and sent a Power of Attorney via email, as well as
authenticity of his signature.
An intermediary (such as holders of fiduciary accounts in
respect of shares not belonging to them, voting advisers and other
persons exercising voting rights on behalf of a shareholder by
proxy as their activity) may exercise or entrust the exercise of
voting rights for shares not belonging to them, only if authorised
to do so in writing by the shareholder. The intermediary must
ensure the verifiability of the authorisation. The intermediary
shall submit a power of attorney to the company if they attend the
General Meeting in the name and on behalf of the shareholder and
exercise voting rights.
Use of electronic media for sending additional items on the
agenda and counterproposals
Any requests for an additional item on the agenda and proposed
resolutions and voting proposals sent to the Company via e-mail at
the address Skupscina2023@nlb.si must be sent as an attached scan
and must contain a handwritten signature of the natural person and
in the case of legal persons a handwritten signature of the legal
representative and stamp of the legal person, if used. The Company
shall reserve the right to verify the identity of the of the
Shareholder or the person who has authorised another person and
sent a request or counterproposal via email, as well as
authenticity of his signature.
Electronic General Meeting
The Shareholders may attend the General Meeting by being
physically present at the venue where the General Meeting takes
place or by electronic means without being physically present. The
EGM will be carried out by way of real-time image and sound
transmission for the entire General Meeting via a web portal or
digital environment for conducting the EGM. The Shareholders will
be able to exercise their participation, voting and other rights at
the EGM in accordance with the Rules. The Company will strive to
provide the Shareholders who attend the EGM with interpretation of
the General Meeting from Slovenian into English and vice versa, but
the Company does not give any guarantee and does not assume
responsibility for the functioning and accessibility of the
translation. The Company will provide the translation to the
Shareholders physically present at the venue where the General
Meeting will take place.
In the event of technical issues on the web portal where the EGM
takes place, suspicion of data abuse or loss of PIN number, the
Shareholder can call the following phone numbers: +386 (0)1 300 38
87, +386 (0)41 747 199, +386 (0)41 747 182.
If the Shareholder experiences technical issues in relation to
the translation of the General Meeting, they can call +386 (0)41
707 114.
Recording of General Meeting
For the purpose of EGM the General Meeting will be recorded for
the purpose of sound and image transmission in real time. The sound
and image material of the course of the General Meeting will be
used exclusively for transmission in real time and will not be
stored. Recording may capture a Shareholder.
Share capital and number of voting rights
The share capital of NLB d.d. is EUR 200,000,000.00 divided in
20,000,000.00 no-par value shares from the same class with voting
rights.
Call to the main Shareholders
In accordance with the Slovenian Corporate Governance Code, the
Company calls on all the main Shareholders, particularly the
institutional investors and the state, to inform the public of
their shareholding management policy for the Company, e.g. the
voting policy, type and frequency of conducting management
activities and the communication dynamics with the Management Board
of NLB d.d. and the Supervisory Board of NLB d.d.
Other notices
The Company hereby informs the Shareholders that due to the
measures adopted in connection with the COVID-19, it is possible
that the General Meeting of NLB d.d. will not be held on the
planned date. The Shareholders will be informed of potential
cancellation of the General Meeting in the same way as they have
been informed of its convocation.
The Shareholders are kindly asked to consistently follow all the
measures for minimising the risk of infection with COVID-19 upon
their arrival to the General Meeting in accordance with the
applicable regulations and recommendations of the Public Institute
for Public Health (NIJZ).
Ljubljana, 27 October 2023
Management Board of NLB d.d.
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