In accordance with the provisions set out in the Rules of the Ljubljana Stock Exchange and the relevant laws, the NLB Management Board hereby announce the results of votes cast at the 42nd General Meeting of the Shareholders of NLB d.d.

The shareholders of NLB d.d. gathered today at the 42nd NLB d.d. General Meeting. There were 66.92% of the shareholders with voting rights present, who adopted resolutions proposed by the Management and Supervisory Boards of NLB d.d., among them regarding the allocation of distributable profit from the previous year and appointment of three members to the NLB Supervisory Board.

The shareholders decided that part of the distributable profit would be paid out as dividends in a total amount of EUR 110 million, which is EUR 5.50 gross per share, on 26 June 2024.

The NLB has in the past years opted for semi-annual dividend payments, with the second tranche usually being confirmed and paid out towards the end of the year, allowing for a frequent dialogue with all shareholders, among others, regarding the appropriate management of the capital. At the beginning of the year NLB namely announced an intention to pay a second tranche of dividends in the same amount, which would bring total dividend payout in 2024 to EUR 220 million. Given the recently announced voluntary public takeover offer to acquire up to 100% of Addiko Bank AG we have updated our capital projections, including all previously envisaged dividends for 2024 and 2025 and have communicated the intention to maintain target capital levels (Tier 1 at 15% given current regulatory levels) also with the support of AT1 as preferred option (see webcast materials from June 10, 2024, for more details).

Three Members of the Supervisory Board Appointed

As the term of office of three members of the Supervisory Board of NLB d.d., namely its Chairman Primož Karpe, David Eric Simon, and Verica Trstenjak expired, the General Meeting also appointed three members.

The shareholders re-appointed Primož Karpe as a member of the Supervisory Board, and also appointed two new members, namely Natalia Olegovna Ansell, a seasoned banker with global experience and detailed knowledge of all technical aspects of corporate banking, retail banking, wealth management, and, above all, of payment and card systems; and Luka Vesnaver, Chairman of the Board of Directors of the British-Slovenian Chamber of Commerce with vast knowledge and experience in the field of corporate finance in the region. All were appointed to a four-year term of office. The mandate of the existing member of the Supervisory Board begins on the day of his appointment, while the term of office of newly appointed members begins after receiving all of the necessary regulatory approvals.

“On behalf of the Supervisory Board, I wish to thank our shareholders for their trust and support. I also wish to wholeheartedly thank the outgoing members for their contribution to the work of the Supervisory Board, and at the same time extend a warm welcome to the pair of members newly appointed today,” said Primož Karpe after the General Meeting. “In the capacity of a Chairman, I had the opportunity and privilege to follow the development of both the supervisory authority and the banking group itself for many years now – since the IPO preparations and through that demanding process, until today's successful business operations and ambitious plans for the future. Together with colleagues from the Supervisory Board we are well aware that the challenges facing the Group and expectations of shareholders demand a professional, international best practice and highly functional Board, with the ability to constantly improve and to seamlessly shift across the governance mental models of passive, mentoring, partnering and controlling Board. And having had the privilege to mirror us against the best-of-class international and global corporations’ boards, we are confident we can meet your expectations. NLB’s Supervisory Board is well-balanced and one of the most diverse international supervisory boards in the region, aiming to add value by sharing experience and expertise, as well as providing counsel and advice. At all times seeking to support NLB Group’s growth with prudent risk management, developing its talent pool, and delivering returns to you, our shareholders,” he added.

In addition to the members appointed today, the Supervisory Board also consists of its deputy Chairman Shrenik Dhirajlal Davda, Cvetka Selšek, Islam Osama Zekry, André-Marc Prudent-Toccanier, Mark William Lane Richards, and two employee representatives, namely Tadeja Žbontar Rems and Sergeja Kočar. The mandate of the latter also expired this year, however, NLB Workers' Council has already appointed her for another term.

Changes to the Remuneration Policy and Report Confirmed

At the General Meeting, the shareholders also confirmed changes to 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., and the Report on Remuneration for the members of the Management Body of NLB d.d. in the 2023 business year. The fourth version of the Remuneration Policy has been updated to reflect shareholders’ recommendations and includes the most recent guidelines and best practices; while the Report on Remuneration when compared to previous ones provides a more in-depth review of the fixed and variable remuneration of the members of the management body.

All adopted resolutions, together with the voting results, are available to interested parties on the bank’s website.

This announcement will be available on the Bank's website www.nlb.si as of 17 June 2024.