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NLB Shareholders Confirm Recapitalisation, Replace Supervisors (adds)

Ljubljana, 27 June (STA) - The shareholders of the state-owned NLB bank confirmed Wednesday a EUR 381m recapitalisation of Slovenia's biggest bank by means of temporary convertible bonds. The shareholders also dismissed NLB's supervisors and appointed a new supervisory board.

Shareholders named Janko Medja, Stephan Wilcke, Klemen Vidic, Miro Germ, Miran Pleterski, Sašo Cunder and Albin Hojnik to the new supervisory board.

NLB's shareholders agreed to raise NLB's nominal share capital by EUR 61m by issuing almost 1.49 million shares at EUR 41 apiece, while the initial plan was for EUR 130m to be raised through 1.89 million shares at EUR 68.71 apiece.

Finance Ministry State Secretary Dejan Krušec said the lower price was determined based on an audit and the provisions of the European Commission, which still has to approve the recapitalisation.

These shares will be paid in by Belgian financial group KBC, NLB's second largest owner with a stake of just over 25%, outgoing NLB chairman Božo Jašovič said.

Shareholders also confirmed the second step in the recapitalisation, in which EUR 320m will be raised by means of temporary convertible bonds, which will be automatically converted to 8.7 million shares at an estimated EUR 36.7 apiece in case NLB's Core Tier 1 capital falls below 7%.

These bonds are expected to be bought by the state using funds already deposited in the NLB.

Jašovič said the bank will maintain its core capital at the required level to prevent the CoCo bonds from converting into capital. He added the NLB has been undertaking activities such as divesting and reducing risks in operations.

These measures combined with the recapitalisation will keep push the Core Tier 1 capital from the current 6% to 9% as required by the European Banking Authority (EBA) and Slovenia's central bank.

The recapitalisation with CoCO bonds is a temporary measure with which the NLB will meet EBA-mandated capital adequacy ratio by the 30 June deadline.

The NLB can either recall temporary convertible bonds after five years or replace them earlier with the same amount of Core Tier 1 capital, Jašovič said.

Finance Minister Janez Šuštaršič has said a private investor could be found by the end of the year to secure a long-term solution for the NLB.

The government, which together with state-run funds KAD and SOD owns over 50% of NLB, had announced it would not take part in the recapitalisation.

Talks are ongoing with potential investors, including KBC, the European Bank for Reconstruction and Development (EBRD) and the International Financial Corporation, a member of the World Bank Group.

Due diligence is currently under way at NLB and should be completed within a week. Its results will then be presented to key owners and the management, after which further steps will be taken, Jašovič explained.

The names of the new supervisors appointed today were kept secret until the last moment, with the government having debated the list earlier today.

The new supervisors were confirmed by KBC and smaller shareholders, while the Capital Assets Management Agency (AUKN), which represented the government, abstained from the vote following a dispute with the government over its mandate.

AUKN board member Marko Golob said today it was "unusual" that AUKN received valid voting instructions from the government only after the shareholders' meeting had already started. This forced AUKN to abstain from voting on certain decisions, Golob said.

The shareholders also refused to approve a discharge of liability to the bank's management, which consists of Jašovič, David Benedek, Marko Jazbec and Robert Kleindienst as well as Claude Deroos and Guy Snoeks from KBC.

Jašovič tendered his resignation in December last year after opposition from the state to a planned sale of the bank's stake in retailer Mercator.

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