Declaration of Voting Results & Voting Rights Announcements • Aug 5, 2016
Declaration of Voting Results & Voting Rights Announcements
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Pursuant to the sixth paragraph of Article 304 of the Companies Act (ZGD-1), the Management Board of Nova Ljubljanska banka d.d., Ljubljana hereby publishes
held on Thursday, 04/08/2016, at 10.03 a.m. at the headquarters of the company, Trg republike 2, 1000 Ljubljana.
The total number of NLB shares with voting rights represented at the General Meeting was 20,000,000.00 or 100 % shares with voting rights.
Miloš Auflič, the deputy of the notary public Miro Košak from Ljubljana attended the General Meeting which was chaired by Mr Marko Jerič.
The sole shareholder of the Bank, namely the Republic of Slovenia, represented by SLOVENSKI DRŽAVNI HOLDING d.d., which holds 20,000,000.00 or 100% of the Bank's shares with voting rights, was present at the General Meeting.
1. Opening, establishment of quorum and election of the working bodies of the General Meeting of Shareholders of NLB d.d.
After the voting, Mr. Blaž Brodnjak established that 20,000,000 shares or 100% of the Bank's share capital voted in favour of the proposed resolution. Mr. Blaž Brodnjak established and stated that the resolution was validly passed, and handed over the chairing of the General Meeting to the elected chair of the General Meeting.
The Chairman of the General Meeting explained that this item was put on the agenda for the purpose of acknowledgement and that the material for this item on the agenda had been submitted to the sole shareholder together with the convocation of the General Meeting.
3.1 The distributable profit of Nova Ljubljanska banka d.d., Ljubljana, for the business year 2015, established as at 31/12/2015 amounting to EUR 125,410,396.48, which comprises the profit brought forward from 2014, in the amount of EUR 81,529,172.18, and the net profit for the year 2015, in the amount of EUR 43,881,224.30 shall be used as follows:
- the share amounting to EUR 43,881,224.30 is allocated to the Bank's sole shareholder, entered in the share register as at the end of the day on which the General Meeting of Shareholders is concluded, which results in gross amount of EUR 2.194 per share. The Bank's liability to the shareholder shall fall due within 30 days of the adoption of the resolution by the General Meeting.
- the share amounting to EUR 81,529,172.18 is left undistributed and becomes part of the profit brought forward.
The amount of undistributed profit shall be adjusted for the part of the distributable profit under the first item of the previous paragraph hereunder which relates to the difference amounting to EUR 1,224.30 resulting from the rounding of the dividend per share to three decimals.
3.2 A discharge from liability is hereby granted to the Management Board of NLB d.d.:
- Blaž Brodnjak, CEO,
- Archibald Kremser, member, and
- Andreas Burkhardt, member;
for the business year 2015.
3.3. A discharge from liability is hereby granted to the members of the Supervisory Board of NLB d.d.:
- Sergeja Slapničar, Deputy Chair,
- Tit A. Erker, member,
- Uroš Ivanc, member and
- Andreas Klingen, member
for the business year 2015.
The Chairman of the General Meeting put the proposed resolutions under Items 3.1, 3.2 and 3.3 to vote. After voting, the Chairman of the General Meeting established that 20,000,000 or 100% of shares with voting rights were in favour of the proposed resolution. The Chairman of the General Meeting established and declared that the resolution under Items 3.1, 3.2 and 3.3 was validly passed with the required majority of votes cast.
The Chairman of the General Meeting explained that this item was put on the agenda for the purpose of acknowledgement and that the material for this item on the agenda had been submitted to the sole shareholder together with the convocation of the General Meeting.
The Chairman of the General Meeting of Shareholders read the following proposed resolution:
5.1 The General Meeting of Shareholders of NLB d.d. hereby appoints Alexander Bayr member of the Supervisory Board of NLB d.d. for the term of office as of the day of his election until the end of the Bank's Annual General Meeting of Shareholders where the use of accumulated profit for the fourth business year since he has been elected shall be decided, whereby the first year shall be the year during which he was elected.
5.2 The General Meeting of Shareholders of NLB d.d. hereby appoints David Kastelic member of the Supervisory Board of NLB d.d. for the term of office as of the day of his election until the end of the Bank's Annual General Meeting of Shareholders where the use of accumulated profit for the fourth business year since he has been elected shall be decided, whereby the first year shall be the year during which he was elected.
5.3 The General Meeting of Shareholders of NLB d.d. hereby appoints David Eric Simon member of the Supervisory Board of NLB d.d. for the term of office as of the day of his election until the end of the Bank's Annual General Meeting of Shareholders where the use of accumulated profit for the fourth business year since he has been elected shall be decided, whereby the first year shall be the year during which he was elected.
5.4 The General Meeting of Shareholders of NLB d.d. hereby appoints Matjaž Titan member of the Supervisory Board of NLB d.d. for the term of office as of the day of his election until the end of the Bank's Annual General Meeting of Shareholders where the use of accumulated profit
The Chairman of the General Meeting then put the proposed resolutions under Items 5.1, 5.2, 5.3 and 5.4 to vote.
After voting, the Chairman of the General Meeting established that 20,000,000 or 100% of shares with voting rights were in favour of the proposed resolution. The Chairman of the General Meeting established and declared that the resolution under Items 5.1, 5.2, 5.3 and 5.4 was validly passed with the required majority of votes cast.
The Chairman of the General Meeting put the proposed resolution under Item 6 to vote. After voting, the Chairman of the General Meeting established that 20,000,000 or 100% of shares with voting rights were in favour of the proposed resolution. The Chairman of the General Meeting established and declared that the resolution under Item 6 was validly passed with the required majority of votes cast.
No legal challenges were announced at the General Meeting.
Ljubljana, 04/08/2016 Management Board of NLB d.d.
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