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NLB

Declaration of Voting Results & Voting Rights Announcements Dec 10, 2024

1985_rns_2024-12-10_cd3b64e7-031f-48d1-8ec2-57ff2a10c01a.pdf

Declaration of Voting Results & Voting Rights Announcements

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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 43 rd General Meeting of Shareholders of NLB d.d.

which was held on Monday, 9 December 2024, 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 43 rd General Meeting of Shareholders of NLB d.d. (hereinafter: General Meeting) at the opening totalled 12.973.445 shares, or 64,87 % of all shares with voting rights, which represents 64,87 % 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 62,21 %. 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, 5.610.444 28,05 %
240
Greenwich
Street,
New
York, United States
Republika
Slovenija,
5.000.001 25,00 %
Gregorčičeva ulica 20, 1000
Ljubljana
OTP Banka Client Account 927.098 4,64 %
fiduciarni račun, Domovinskog
rata 61, Split, Hrvaška
Erste
Group
Bank
AG
643.165 3,22%
fiduciarni račun, Am Belvedere
1, 1100 Wien
Skandinavska
Enskilda
262.189 1,31%
Banken AB, Luxembourg, 4
Rue
Peternelchen,
2370
Howald
together 12.442.897 62,21 %

Resolutions passed at the 43 rd 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 12.973.445; the share of these shares in the share capital is 64,87 %; 12.973.445shares or 100 % voted for the proposed resolution, no one voted against the proposed resolution, no 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 2023

The distributable profit of NLB d.d. on 31 December 2023 amounted to EUR 1,116,689,206.62, of which EUR 110,000,000.00 was paid out on 17.06.2024 according to the resolution of the General Meeting of NLB d.d. Part in the amount of EUR 172,810,000.00 was allocated to other profit reserves (in the amount of negative goodwill from the purchase of N Banka d.d.). The remaining part of the distributable profit shall be allocated as follows:

  • in the amount of EUR 110,000,000.00, which is EUR 5.5 gross per share, shall be paid out on 17 December 2024 to the persons who are registered as the Shareholders of NLB d.d. with the KDD - Central Securities Clearing Corporation, on the day that is 5 working days after the day of the General Meeting that adopted this resolution (16 December 2024, Cut-Off Date);
  • in the amount of EUR 723,879,206.62 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 (10 December 2024) and the day without entitlement is the last working day prior to Cut-Off Date (13 December 2024).

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 12.973.445; the share of these shares in the share capital is 64,87 %; 12.973.445 shares or 100 % voted for the proposed resolution, no one voted against the proposed resolution, and 170 of the votes were abstained. The resolution was legitimately passed with the necessary majority of the votes cast.

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