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NLB

AGM Information Dec 12, 2023

1985_rns_2023-12-12_265cfdef-dac1-4a94-a75f-578c17f59373.pdf

AGM Information

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In accordance with the provisions set out in the Rules of the Ljubljana Stock Exchange and the relevant laws, the NLB Management Board hereby announces

the results of votes cast at the 41 st General Meeting of Shareholders of NLB d.d.

which was held on Monday, 11 December 2023, from 11.00, at the following 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").

The number of shares with voting rights represented at the 41 st General Meeting of Shareholders of NLB d.d. (hereinafter: General Meeting) at the opening totalled 11.861.273 shares, or 59,31 % of all shares with voting rights, which represents 59,31 % of the share capital.

One share represents one vote.

The meeting was attended by the invited notary public Miro Košak from Ljubljana and was chaired by Matej Kavčič, Attorney at Law.

The share of voting rights of the five largest shareholders present at the General Meeting expressed in relation to all the shares with voting rights totalled 58,30 %. The following five largest shareholders with voting rights were present or represented at the General Meeting:

Shareholder No. of shares or voting rights Share in relation to all voting
shares
The Bank of New York Mellon,
240 Greenwich Street, New York,
United States
5.477.050 27,38 %
Republika
Slovenija,
Gregorčičeva
ulica
20,
1000
Ljubljana
5.000.001 25,00 %
OTP
Banka
Client
Account
fiduciarni račun, Domovinskog
rata 61, Split, Hrvaška
900.785 4,50 %
Skandinavska Enskilda Banken
AB,
Luxembourg,
4
Rue
Peternelchen, 2370 Howald
187.446 0,94%
State Street Bank and Trust –
fiduciarni, State Street Financial
Center, One Linco, 02111 Boston
MA
95.449 0,48 %
together 11.660.731 58,30 %

Resolutions passed at the 41 st General Meeting of Shareholders of NLB d.d.

Item 1: Opening, establishment of quorum and election of the Chair of the General Meeting of NLB d.d.

Mr. Matej Kavčič, attorney at law, is hereby elected Chair of the General Meeting of NLB d.d.

The resolution was passed in the proposed contents by the NLB Management Board and Supervisory Board. The number of shares in the proposed resolution, for which valid votes were cast, is 11.859.082; the share of these shares in the share capital is 59,30 %; 11.859.082 shares or 100 % voted for the proposed resolution, no one voted against the proposed resolution, 2.191 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

Item 2: Decision on the allocation of distributable profit for 2022

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).

The resolution was passed in the proposed contents by the NLB Management Board and Supervisory Board. The number of shares in the proposed resolution, for which valid votes were cast, is 11.858.632; the share of these shares in the share capital is 59,29 %; 11.858.631 shares or 100 % voted for the proposed resolution, 1 share or 0,00 % of the votes cast were against the proposed resolution, and 2.641 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

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 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.

The resolution was passed in the proposed contents by the NLB Management Board and Supervisory Board. The number of shares in the proposed resolution, for which valid votes were cast, is 11.858.969; the share of these shares in the share capital is 59,30 %; 5.310.442 shares or 44,78 % voted for the proposed resolution, 6.548.527 share or 55,22 % of the votes cast was against the proposed resolution, and 2.304 of the votes were abstained. The resolution was not passed.

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