In his opening address to shareholders, Aleš Hauc, who has been acting as the President of the Bank's Management Board since the end of this April, said the performance of the Bank and its customers were affected by the economic and financial crisis, which was certainly reflected in the operating results. He emphasised that the Management Board, together with all the employees of the Bank and the Nova KBM Group, would make every effort to improve the performance of both the Bank and the Group, which, in the opinion of the Management Board, will boost the Nova KBM share price. The new Management Board will focus on the following objectives: the cleansing of the loan portfolio; the introduction of more strict criteria for corporate lending; the optimisation of funding; the reduction of costs; and the improvement of risk management systems. The Management Board intends to reinforce the development of new products and services and thus increase the revenues of the Bank. Mr. Hauc pointed out that, given the continuing deterioration of economic conditions, the outlook for 2012 is not very encouraging. The general economic trends and gradual cleansing of the loan portfolio will certainly have an impact on the results of the Bank for 2012. He also mentioned that the Management Board had requested an audit of past operations be carried out. The findings of the audit will serve as a basis for determining any damage or criminal liability of responsible persons.
The chairing of the Shareholders' Meeting was then passed over to Pavle Pensa, an attorney of Ljubljana. Andrej Plos, Member of the Management Board, and Dušan Jovanovič, Chairman of the Supervisory Board, presented to shareholders the 2011 Report on Internal Audit in the Nova KBM Group, together with the opinion of the Supervisory Board, the 2011 Annual Report of Nova KBM d.d. and the Nova KBM Group, together with the Auditor's Report, and the Report of the Supervisory Board on Verification of the 2011 Annual Report of the Group and the Bank.
The Shareholders' Meeting supported the proposal of the Republic of Slovenia to grant discharge for the financial year 2012 to the following Supervisory Board members: Vida Lebar, Darjan Petrič and Ivan Simič. Dušan Jovanovič, Chairman of the Supervisory Board, and members Aleš Krisper, Janez Košak, Andrej Svetina, Franc Škufca, Anton Guzej, Danilo Toplek, Alenka Bratušek and Ivan Vizjak were not granted discharge from liability for the financial year 2011.
The Shareholders' Meeting authorised the Management Board to increase, with consent of the Supervisory Board and without any additional resolution of the Shareholders’ Meeting, the share capital of the Bank by not more than €20.4 million through issuing new shares for cash consideration in the period of five years after the amendments to the Articles of Association, adopted at the Shareholders’ Meeting, have been entered in the court register.
The Shareholders' Meeting took note of the January resignation of Ivan Simič as a Supervisory Board member, and appointed Peter Kukovec as the new member of the Supervisory Board. The term of office of current members of the Supervisory Board expires on 14 July of this year. Shareholders appointed the following new Supervisory Board members: Keith Miles, Egon Žižmond, Peter Kavčič, Niko Samec, Karmen Dvorjak and Duška Jurenec. Furthermore, the Shareholders' Meeting recalled Darjan Petrič and Vida Lebar from the Supervisory Board, and appointed instead Miha Glavič and Andrej Fatur.
By adopting the proposal of the Republic of Slovenia regarding the capital raising by Nova KBM, shareholders ordered the Management Board to start undertaking activities to raise capital, so that the Bank's Core Tier 1 ratio will reach 9% by the end of December 2012 at the latest. Within the context of these activities, an independent due diligence review of the Bank and its subsidiaries shall be carried out by an internationally selected institution according to international standards.
Dušan Jovanovič, Chairman of the Supervisory Board, said the Supervisory Board consisting of nine members had properly carried out its function of assuring efficient supervision over the management of the Bank and the Group, and its duty of careful and scrupulous performance. The applicable regulations and the Corporate Governance Code for Public Limited Companies were observed by the Supervisory Board in performing its duties. He added that the open and good communication between the Management and the Supervisory Board had contributed to a solid performance of the Bank, in spite of adverse market conditions.
