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#### NLB Group Annual Report 2023

# Building on advantages of our home court

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2

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### Contents

#### OVERVIEW                        3

NLB Group at a Glance                                

4

Statement by the Management Board of NLB         

6

Statement by the Chairman of the

Supervisory Board of NLB                             

8

Key Highlights                                         11

Key Events                                            15

Shareholder Structure and Market Performance

of NLB’s Shares and GDRs                             17

Macroeconomic Environment                         20

Regulatory Environment                             

27

#### BUSINESS REPORT                29

Strategy                                              30

Funding Strategy, Capital, and MREL Compliance    

32

Risk Factors and Outlook                            

38

Sustainability                                         43

Overview of Financial Performance                   46

Segment Analysis                                     66

Risk Management                                   

94

IT and Cyber Security                               

108

Human Resources                                   110

Corporate Governance                               113

Compliance and Integrity                             123

Internal Audit                                        126

Corporate Governance Statements                  128

Disclosure on Shares and Shareholders of NLB     

156

Events After the End of the 2023 Financial Year      

158

Reconciliation of Financial Statements

in Business and Financial Part of the Report        

159

Alternative Performance Indicators                  162

NLB Group Chart                                     181

Organisational Structure of NLB                     182

#### FINANCIAL REPORT              183

NLB Group Directory                                 368

Definitions and Glossary of Selected Terms           371

Forward-looking statements

The expectations, forecasts and statements regarding future developments that are

contained in this report are based on assumptions and are contingent on a number of

factors that will come into play in the future Consequently, the actual situation may turn

out to be different

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3

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### OVERVIEW

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4

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### NLB Group at a Glance

• NLB has been a member of the UNEP FI

Net-Zero

Banking Alliance

since May 2022 and published

its first NLB Group Net-Zero Disclosure Report in

December 2023.

•

Sustainalytics ESG Rating:

16.0 (improvement by 1.7

points vs. 2022, top 13% of all banks assessed)

•

Reduction of operational carbon footprint 2023

vs.

2022: -7.6%

Stable investment grade rating

from the S&P Global Ratings. Moody’s (unsolicited)

long-term Credit rating at A3 with stable outlook.

#### The Group willtake care ofthefinancial needs of its clientsandimprove the quality of lifein its home

#### region – South-Eastern Europe.

#### VisionOur strategic focus

#### Sustainable banking

#### Ratings

#### BBB

2023

Total assets

EUR

3,109

million

EUR

1,093

million

more than

2.8

million

7,982

with

418

branches

EUR

25,942

million

#### BBB

2022

Total capital

Total operating income

Number of active clients

Employees

7 banks

#### REGIONAL

#### CHAMPION

Be a

#### CLIENTS

#### FIRST

#### Put

#### GROW

#### our market position

#### OPPORTUNITIES

#### AND SYNERGIES

#### Monetise

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5

#### Contents

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

Blaž Brodnjak

Chief executive officer

Peter Andreas Burkhardt

Member

Antonio Argir

Member

Hedvika Usenik

Member

Andrej Lasič

Member

Archibald Kremser

Member

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6

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement by the Management Board of NLB

Esteemed Stakeholders,

The most inspiring success stories are never only

written by great results, unique measures, or continuous

winning streaks. They also consist of stumbles which

are overcome by effort, perseverance, and resilience.

Of many defeats, born in a dignified way. Of joy and

satisfaction, when achieving the almost impossible.

And they are, above all, made up of indescribable

feelings of belonging, homecoming, and warmth when

experiencing this on one’s home court. In NLB Group, we

do business from our hearts and souls with and for

our

home region

– and we live it every day.

With this in mind, we made sure that 2023 was truly

another year to remember

– one in which NLB Group

delivered an impressive set of results, yet at the same

time continued to take responsible actions and with

its strategic focus and business decisions laid the

foundations for stable, profitable operations for years

to come. All of this was accomplished in addition to our

donations and sponsorships to humanitarian, health,

cultural, sport, and other pillars of society to continue

to create better footprints, and by that improving the

quality of life in South-eastern Europe.

In a continuously uncertain operating environment

with escalating geopolitical tensions, volatile financial

conditions, as well as ever-tightening regulatory

requirements, the Group’s business model resilience

remained one of the key distinguishing factors among

the market participants. It provided for recurring solid

performance that is characterised by robust revenues,

controlled cost evolution, and benign asset quality

trends, which when combined enabled NLB Group to

reach

EUR 550.7 million of net income after tax

, further

strengthening market shares across geographies, client

segments, and product lines.

Among our key achievements in 2023, we should

highlight the

legal and operational merger of N Banka

.

This process was successfully completed in September,

within the envisaged timeframe and budget, as yet

another indication of the Group’s proven capacity to

acquire and seamlessly consolidate and integrate

businesses. Another very significant milestone for the

Group was signing the

sale and purchase agreement

for Summit Leasing Slovenia

in November. Subject to

regulatory clearances, this transaction will boost NLB

Group’s ambitions in the strategically important leasing

segment, will build on the ambition of the Group to add

value for the shareholders, and provide the clients with

additional services and solutions. The latter of these

ambitions will also be supplemented in the future by

expanding the offer of asset management services of

the Group, following a

successfully concluded

sale and

purchase agreement of NLB Skladi to acquire a 100%

shareholding in Generali Investments AD Skopje.

In 2023, the Group continued to focus on

enhancing our

customers’ user experience

, as well as recognising and

addressing the needs of the economies

in the region.

In addition to others, NLB in Slovenia launched the

new mobile and web application, "NLB Klik," upgraded

the Group’s mobile wallet "NLB Pay" with Google Pay,

launched the NLB Smart POS solution for micro and

small business segments, and continued digging

deeper into AI-driven data science. It supported large

regional infrastructure projects such as, the Krivača and

Selac wind power-plants, the Sava Congress Centre in

Belgrade, and others.

The Bank also successfully issued its

first ever, green

senior preferred notes

, amounting to EUR 500 million.

The four times oversubscribed transaction not only

reflected the strong credit and performance of NLB

Group, but also demonstrated that NLB has wide

access to capital markets, and confirmed our focus

on sustainable development. This commitment was

additionally reinforced by the

publication of NLB

Group’s first Net-Zero portfolio targets

that outline

our efforts and progress in aligning emissions with the

Net-Zero pathways by 2050 or sooner, focusing on

key sectors such as power generation, iron and steel,

residential mortgages, and commercial real estate. In

NLB Group, we firmly support the transition to a low-

carbon sustainable economy that will use resources

more efficiently. We are committed to making a positive

contribution to this both through our operations and our

business, thereby creating better footprints.

We believe, however, that a positive contribution to

society is also achieved with direct and decisive actions

whenever and wherever needed, which we have proven

by further generous support to key pillars of the regional

society in the form of numerous sponsorships and

donations

that address the most pressing challenges

of our societies, and in 2023 cumulatively amount to

more than EUR 17 million. In June, the Group contributed

over EUR 1.35 million across its operational markets in

the home region to support more than 30 associations,

with selected recipients covering a variety of societal

challenges such as childcare, assistance for socially

vulnerable families, support for the elderly, and aid for

employees facing constraints due to illness or accidents.

Moreover, the Group’s quick and effective response was

especially evident during the August floods in Slovenia:

to eliminate the consequences of which the Bank

donated a total of EUR 9.5 million. A total EUR 4 million

was allocated to the 20 most-affected municipalities for

sustainable reconstruction and investments; a solidarity

fund of EUR 0.5 million was established for dozens of

NLB’s impacted employees; and EUR 5 million was

transferred to the budget of the Republic of Slovenia.

Furthermore, under the recently adopted reconstruction

law, which also imposes a tax on banks’ total assets

starting on 1 January 2024, NLB will be obliged to pay an

additional tax exceeding EUR 30 million annually for the

next five years. Combining donations and the respective

balance sheet tax, NLB will contribute over EUR 170

million for the recovery alone.

The Group’s strong business results in 2023 translated

into significant added value for our shareholders.

NLB has delivered on its commitment, performing

substantial

dividend payments of EUR 110 million in

two tranches

in 2023, which was well on the path of

fulfilling the ambition of achieving a total capital return

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7

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

through robust cash dividends in a cumulative amount

of EUR 500 million between 2022 and the end of 2025.

What is more, the business results of 2023 enabled us to

significantly increase our future dividend payments

by

committing to at least 40% pay-out ratio of the previous

years’ profit after tax. In 2024, this translates to EUR

220 million in dividends, representing a 100% uptick

from 2023, while at the same time maintaining capacity

for organic and/or M&A driven growth. NLB Group

constantly monitors market conditions and analyses

potential opportunities for meaningful and value

accretive acquisitions to further strengthen our position

in target markets.

To compliment a strengthened dividend pay-out in

December 2023, the Group kicked-off the

new mid-term

business strategy defining process

, thereby laying the

foundations for successful operations and added value

for all its stakeholders in the future. The details of future

strategic priorities and ambitions of the Group will be

disclosed at the upcoming Investor Day on 9 May 2024,

in Ljubljana.

Yet ever stronger confidence of investors, analysts, and

markets in the NLB Group has already been reflected

in the

improved ratings

. Moody’s first upgraded NLB’s

long-term deposits rating from Baa1 to A3 with a stable

outlook, and later upgraded NLB’s baseline credit

assessment (BCA) and adjusted BCA from ba1 to baa3.

Furthermore, the Group received a new ESG Risk Rating

of 16.0 by Sustainalytics, thus improving the previous

rating by 1.7 points. The improved rating ranks in the

top 13 per cent among all banks rated by the firm. All

of this was especially noticeable in a year of the fifth

anniversary of the NLB shares listing on the Ljubljana

Stock Exchange, and of global share certificates at

the London Stock Exchange, as well as the NLB stock

reaching record valuations. Since the IPO, the share

price increased from EUR 51.5 to EUR 85.0 at the end

of 2023, bringing investors 65% price return and more

than 128% total return (including dividends), bringing

annual return in excess of 17%. At the beginning of the

year 2024, share price exceeded EUR 100 and thus

brought investors in the IPO more than 100% price

return. Trading with shares and GDRs has in the past

year materially improved, from combined average daily

liquidity around EUR 500,000 in 2020 and 2021 to more

than EUR 1,000,000 at the beginning of 2024, confirming

appreciation of global investor base for the NLB’s equity

story and consistent strong performance.

All of these accomplishments fuel our motivation to

even more enthusiastically address key opportunities

that lie ahead. We are fully aware that we can succeed

at that only by continuously investing in talent – not the

least because of this we have in 2023, for the eighth year

in a row, been awarded the renowned

Top Employer

certificate

for the best employers, underscoring our

focus on their learning and development. We are taking

lessons from sports and a sports mindset, as we believe

that this spirit is the main ingredient our economies and

businesses need to succeed on the global stage. We are

finding inspiration in the effort, dedication, successes,

and triumphs of athletes and in the dignity with which

they recover from setbacks. And we feel a deep sense

of pride when we see that our efforts contribute to a

better quality of life in our home region. We are, last

but not least, building our success on our home court

advantage. And we are confident that the best for our

NLB Group is yet to come.

Yours truly,

Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

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8

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement by the Chairman of the Supervisory Board of NLB

Dear shareholders, esteemed clients, valued employees

and other interested stakeholders,

1 McKinsey & Co: The Global Banking Annual Review 2023; The Great Banking Transition; October 2023.

You will probably agree with the statement that the year

2023 has been transformational from a typical bank

shareholder mindset perspective. Banks, in general,

have generated record profits following the steepest

and fastest rate hike in the eurozone history. Taken

as a whole, both 2022 and 2023 have been the years

of banks’ profitability evolution bonanza, but (and

it’s worth emphasising that "but") with considerable

variation between banks, riding the tailwind. The time

has come to talk about value creation that a sustainable

banking business model can generate going forward

and to consider it with a different mindset.

As the McKinsey annual review of the sector

1

points out,

regardless of what happens next, including cycle change

and rate spread "normalisation", the banking transition

is very real, large, and tangible. And I couldn’t agree

more; it has been affecting three key banking pillars: the

balance sheet, transactions, and distribution. This brings

us to the main question: where is our NLB Group on this

transition path?

At the Supervisory Board, our mindset strongly supports

the Bank’s future strategy in a way that unlocks

shareholder value. Namely, the banking valuation gap

highlights a need for our business model to evolve

alongside the three key pillars mentioned above. If the

capital markets, on average, expect long-term average

ROE of banks will level down or be slightly above

(or even below) the cost of equity, where then is this

"unlocking factor" that can persuade investors there

is indeed a way to a long-term sustainable and highly

profitable growth of NLB Group, with less dependency

on cycle steering?

Out of the top five revenue pools for the banking sector,

carefully underwritten retail and corporate lending

remain at the core of our activities. However, the two

other "growing revenue pools" are also particularly

interesting for the Group going forward: wealth & asset

management and payments (of NLB Group members)

with all their sub-segments. Unlike balance sheet

conditioned growth in lending and deposit-taking

(the balance sheet factor), where our commitment to

organic and inorganic growth remains intact, wealth

and asset management and payments/transactions are

off-balance sheet-driven. The two segments also stand

out as the largest value creation and total shareholder

return generating sub-sectors across the financial

institutions’ universe over the last decade.

It is easy to notice that the growth of off-balance sheet

funds (retail AUM, pension funds money, private debt

Primož Karpe

Chairman of NLB Supervisory Board

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9

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

and equity, insurance assets under management) have

been surpassing on-balance sheet growth over the last

decade as the source of funding for investments in the

real economy. Even our core SEE region is not immune

to this. And I think NLB Group can hop on this trajectory

of growth. Our growth (both geographic and organic) in

the asset & wealth management market share proves

that, and our adopted payments strategy focus ads

further rationale to the above.

Transaction volumes have, over a more extended

period, also been moving to non-traditional players

and are no longer solely in the domain of banks. Banks

have been selling and spinning off operations or

acquiring them, in line with their strategies, to either gain

scale or rationalize. This includes payment processing

companies, wealth and asset managers, etc. Again,

NLB Group, with its payment and transaction-focused

ambition (coupled with its co-ownership of payment

processing) and regional wealth and asset management

ambition, can ride this trend.

Finally, the distribution is moving increasingly from

omnichannel to mobile-only channels, although that

depends on the market characteristics of the retail bank

clientele. We have already created an omnichannel

experience where branch and contact centre

professionals have the tools to support customers at

any stage of the sales journey. But, there is a dire need

to invest more into the most advanced technology and

apply it to segments like credit-risk decisioning in real

time, back-end processes that drive clients through

self-servicing, and well-designed digital workflows,

all backed by logically designed data warehouse

architecture. Nevertheless, as we all know, the deeper

we dive into the digital world, the stronger our cyber

security defences need to be, addressing the plethora

of cyber risks all banks are exposed to. Therefore, our

cyber security investment focus must always stay at

the top of our minds. Since the distribution channels

of NLB Group allow for further development, there is

ample room and opportunity for improvements in their

utilisation, allowing for an even more embedded finance

approach.

The demand for embedded finance (embedding

financial products into non-financial platforms or vice

versa) is also growing. "Traditional" embedded finance

ecosystems such as retail and B2C marketplaces

(car leasing/mobility being a good example) are

consolidating their value propositions, and we want

to be part of it. While embedded finance’s long-term

prospects may look appealing, some already market-

proven best practices offer attractive scaling options,

for example in insurance and point-of-sale lending.

And we are looking to be there as well. While we still

cling to multiple distribution channels, removing this

silos logic over the mid-term into a more streamlined

approach offers us new opportunities for performance

improvements.

Hence, if the transition of the banking model is an

undisputed fact of the present and the future, your NLB

Group is committed to making it happen. Deploying its

capital prudently and strictly in line with our RORAC-

driven profitability signalling system.

Still, only by relentlessly pursuing excellence will we

be able to approach it, enabling ourselves to continue

giving back to all our key constituencies to whom we

owe all this: to our shareholders, to our employees,

to our wider society (in the widest ESG sense) and of

course, to our clients.

Yours truly,

Supervisory Board of NLB

Primož Karpe

Chairman

![]()

10

(i) Market share of assets under

management (AuM) in mutual funds.

(ii) Market share of leasing portfolio.

NLB, Ljubljana

NLB Lease&Go, Ljubljana

NLB Skladi, Ljubljana

Market share

by total assets

30.2%

Net loans to

customers

257

(in EUR milliions)

Market share

by total assets

(ii)

10.1%

NLB Banka, Banja Luka

Active clients

210,985

Market share

by total assets

20.4%

Result

after tax

24

(in EUR milliions)

Total assets

1,041

(in EUR millions)

Active clients

719,708

Result

after tax

514

(in EUR millions)

Result

after tax

2

(in EUR milliions)

Result

after tax

9

(in EUR milliions)

Assets under

management

2,360

(in EUR milliions)

NLB Banka, Prishtina

Active clients

230,418

Market share

by total assets

16.9%

Result

after tax

36

(in EUR milliions)

Total assets

1,230

(in EUR millions)

Total assets

16,015

(in EUR millions)

Market share

by total assets

(i)

39.6%

NLB Banka, Sarajevo

Market share

by total assets

6.2%

Active clients

133,567

Result

after tax

13

(in EUR milliions)

Total assets

917

(in EUR millions)

NLB Banka, Podgorica

Market share

by total assets

14.4%

Active clients

93,873

Result

after tax

27

(in EUR milliions)

Total assets

971

(in EUR millions)

NLB Banka, Skopje

NLB Lease&Go, Skopje

Market share

by total assets

15.6%

Net loans to

customers

9

(in EUR milliions)

Market share

by total assets

n.a.

Active clients

407,635

Result

after tax

45

(in EUR milliions)

Result

after tax

-1

(in EUR milliions)

Total assets

1,902

(in EUR millions)

Total assets

283

(in EUR millions)

NLB Komercijalna Banka, Beograd

NLB Lease&Go Leasing, Beograd

Market share

by total assets

9.9%

Net loans to

customers

69

(in EUR milliions)

Market share

by total assets

5.1%

Active clients

1,060,357

Result

after tax

132

(in EUR milliions)

Result

after tax

-1

(in EUR milliions)

Total assets

5,019

(in EUR millions)

Total assets

71

(in EUR millions)

Total assets

10

(in EUR millions)

### We are building our success on the home court advantage.

For further information on NLB Group subsidiaries, please refer to the chapter

Segment Analysis

.

![]()

11

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### Key Highlights

#### Non-performing loans (NPLs)Gross loans to customers

#### Built on foundations for strong performance

#### Profit a.t.

#### (in EUR millions)

204

2018

194

2019

270

2020

236

2021

447

2022

551

2023

138

#### NGW

(i)

KB

(i) NGW = negative goodwill = gains from bargain purchase

173

#### NGW

(i)

#### N Banka

#### Net interest income

2018

313

2019

318

2020

300

2021

409

2022

505

2023

833

31 Dec

2018

7,627

31 Dec

2019

7,938

31 Dec

2020

10,033

31 Dec

2021

10,903

31 Dec

2022

13,397

31 Dec

2023

14,064

1,877

KB

954

N

Banka

31 Dec

2018

31 Dec

2019

31 Dec

2020

31 Dec

2021

31 Dec

2022

31 Dec

2023

622

375

475

367

328

301

![]()

12

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

(internal definition)

Empowering growth through strong capital,

delivering significantly higher shareholder returns,

underpinned by solid asset quality trends

## -7bps

#### CapitalAsset quality

vs. 15.5%

requirement (incl. P2G)

vs. 34.99%

requirement

#### EUR

1,556

#### million

#### EUR

220

#### million

20.3%40.2%

1.5%

#### MREL

#### TCR

#### Dividend pay-out in 2024

#### MREL ratio

#### MREL funding (stock) cost of risk

#### NPL ratio

which represents a 40% pay-out ratio of the

2023 profit

MREL funding in 2023:

EUR 540 million

![]()

13

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Key Performance Indicators

Table 1:

Key financial indicators for NLB Group and NLB

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Income statement data

(in EUR millions)

Net interest income

833

505

409

373

177

139

Net non-interest income

260

294

258

266

189

222

Net non-interest income (BoS)

300

503

294

277

199

232

Total costs

-502

-460

-415

-238

-208

-184

Operating costs (BoS)

-541

-496

-451

-249

-218

-193

Result before impairments and provisions

(i)

591

338

252

401

158

178

Impairments and provisions

-14

-29

9

78

6

34

Gains less losses from capital investments in

subsidiaries, associates, and joint ventures

1

1

1

-

-

-

Result before tax

578

483

261

479

164

211

Result of non-controlling interests

13

11

11

-

-

-

Result after tax

551

447

236

514

160

208

Financial position statement data

(in EUR millions)

Total assets

25,942

24,160

21,577

16,015

13,939

12,700

Gross loans to customers

14,064

13,397

10,903

7,277

6,157

5,250

Impairments and valuations of loans to customer

-329

-324

-316

-121

-95

-97

Net loans to customers

13,735

13,073

10,587

7,156

6,062

5,153

Financial assets

4,804

4,877

5,208

3,016

2,961

3,034

Deposits from customers

20,733

20,028

17,641

11,882

10,984

9,660

Equity

2,883

2,366

2,079

2,249

1,603

1,552

Non-controlling interests

65

57

137

-

-

-

Total off-balance sheet items

6,301

5,449

4,655

5,291

4,046

3,489

Key financial indicators

a) Capital adequacy

Total capital ratio

20.3%

19.2%

17.8%

25.2%

25.6%

24.6%

Tier 1 ratio

16.9%

15.7%

15.5%

19.7%

19.1%

20.3%

CET 1 ratio

16.4%

15.1%

15.5%

18.8%

18.1%

20.3%

Total RWA (in EUR millions)

15,337

14,653

12,667

9,207

7,833

6,709

RWA / Total assets

59.1%

60.6%

58.7%

57.5%

56.2%

52.8%

b) Asset quality

NPL coverage ratio 1 (coverage of gross non-

performing loans with impairments for all loans)

110.0%

98.9%

86.1%

87.9%

86.1%

75.1%

NPL coverage ratio 2 (coverage of gross

non-performing loans with impairments

for non-performing loans)

64.6%

57.1%

57.9%

61.2%

58.1%

60.6%

NPL coverage ratio (EBA definition)

(ii)

65.6%

58.1%

58.4%

61.4%

58.2%

60.8%

NPL coverage ratio (EBA definition) (BoS)

(iii)

65.6%

58.1%

58.4%

61.4%

58.2%

60.8%

NPL volume (in EUR millions)

301

328

367

138

111

130

NPL ratio (internal def.; NPL/ Total loans)

1.5%

1.8%

2.4%

1.2%

1.1%

1.5%

Net NPL ratio (internal def.; net

NPL / Total net loans)

0.5%

0.8%

1.0%

0.5%

0.5%

0.6%

NPL ratio (EBA definition)

(ii)

2.1%

2.4%

3.4%

1.9%

1.7%

2.4%

NPL ratio (EBA definition) (BoS)

(iii)

1.5%

1.8%

2.4%

1.2%

1.1%

1.5%

NPE ratio (EBA definition)

1.1%

1.3%

1.7%

0.9%

0.9%

1.1%

NPE ratio (EBA definition) (BoS)

(iv)

1.1%

1.3%

1.7%

0.9%

0.9%

1.1%

![]()

14

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Received collaterals / NPL

58.1%

61.0%

61.7%

58.7%

58.4%

60.0%

NPL Collateral received / NPL (EBA definition)

45.6%

54.7%

58.8%

67.1%

75.6%

63.1%

Credit impairments and provisions / RWA

-0.1%

0.1%

-0.3%

0.0%

0.2%

-0.4%

c) Profitability

Net interest margin (BoS)

(v)

3.4%

2.2%

2.0%

2.5%

1.3%

1.2%

Financial intermediation margin (BoS)

4.6%

4.4%

3.4%

4.4%

2.9%

3.1%

Operational business margin

(vi)

4.8%

3.6%

3.3%

3.7%

2.5%

2.3%

ROE b.t.

21.6%

20.6%

11.8%

26.0%

10.5%

14.0%

ROA b.t.

2.3%

2.1%

1.3%

3.3%

1.2%

1.8%

ROE a.t.

21.0%

19.9%

11.4%

27.9%

10.2%

13.8%

ROA a.t.

2.2%

1.9%

1.1%

3.5%

1.2%

1.8%

d) Business costs

Operating costs / Average total assets (BoS)

2.2%

2.2%

2.2%

1.7%

1.7%

1.6%

CIR

45.9%

57.6%

62.3%

37.3%

56.8%

50.8%

Total costs / RWA

3.3%

3.1%

3.3%

2.6%

2.7%

2.7%

Total costs / Total assets

1.9%

1.9%

1.9%

1.5%

1.5%

1.4%

e) Liquidity

Liquidity assets / Short-term financial

liabilities to non-banking sector

51.9%

48.5%

48.9%

66.5%

61.8%

59.4%

Liquidity assets / Average total assets

41.0%

40.7%

40.2%

51.5%

49.8%

47.4%

Liquidity Coverage Ratio (LCR)

245.7%

220.3%

252.6%

299.7%

276.5%

314.5%

Net stable funding ratio (NSFR)

187.3%

183.0%

185.2%

175.0%

177.6%

171.4%

f) Leverage ratio

Leverage ratio

9.6%

9.1%

10.2%

10.9%

10.3%

13.6%

g) Other

Market share in terms of total assets

-

-

-

30.2%

27.6%

26.3%

LTD

66.2%

65.3%

60.0%

60.2%

55.2%

53.3%

Total revenues / RWA

7.1%

5.4%

5.3%

6.9%

4.7%

5.4%

Key indicators per share

Shareholders

(vii)

-

-

-

3,457

3,025

2,571

Shares

-

-

-

20,000,000

20,000,000

20,000,000

The corresponding value of one share (in EUR)

-

-

-

10

10

10

Book value (in EUR)

139.9

114.1

103.9

108.3

75.9

77.6

Branches

Number of branches

418

440

479

68

71

75

Employees

Number of employees

7,982

8,228

8,185

2,554

2,418

2,510

International credit ratings

NLB Rating 2023

NLB Rating 2022

NLB Rating 2021

NLB Outlook 2023

NLB Outlook 2022

NLB Outlook 2021

S&P

BBB

BBB

BBB-

Stable

Stable

Stable

Fitch

-

-

-

-

-

-

Moody’s

(viii)

A3

Baa1

Baa1

Stable

Stable

Stable

Further details on the definition of certain indicators in this table are available in the chapter

Alternative Performance Indicators

.

(i) The result before impairments and provisions of NLB Group for the year 2022 does not include negative goodwill.

(ii) Loans and advances without loans and advances classified as held for sale, cash balances at central banks, and other demand deposits.

(iii) Loans and advances including cash balances at CBs and other demand deposits.

(iv) The carrying amount of debt instruments measured at fair value through other comprehensive income (FVOCI) is increased by value adjustments due to impairments.

(v) Calculated on the basis of average total assets.

(vi) Calculated as Net income from operational business (NII - Tier 2 expenses + Net fee and commission income + Recurring net income from financial operations)/Average total assets.

(vii) As per share register of Central Securities Clearing Corporation (KDD). The shares are listed on Ljubljana Stock Exchange. The Bank of New York Mellon (the 'GDR Depositary') represented in the share register of KDD as a single

holder is not the beneficial owner of shares, it holds shares in its capacity as the depositary for the GDR holders. The GDRs representing shares are issued against the deposit of shares and are listed on London Stock Exchange. Therefore,

the number in the share register of KDD does not represent all final beneficial owners of the Bank shares. The rights under the deposited shares can be exercised by the GDR holders only through the GDR Depositary and individual GDR

holders do not have any direct right to either attend the general meeting of Bank's shareholders or to exercise any voting rights under the deposited shares.

(viii) Unsolicited rating.

![]()

15

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### Key Events

#### January

"Top Employer"

certificate

#### February

Moody’s

rating

upgrade

#### June

Issue of Green

Senior Preferred

Notes

Dividend payment

#### August

Donations for

those affected by

floods in Slovenia

#### March

Slovenia’s Best

Private Bank for

High Net Worth

Individuals

#### April

Agreement on

acquisition of

N Banka

submitted to the

court registry

#### May

Announcement of

MREL requirement

#### October

First Bankarium

commemorative

banknote

#### September

N Banka legal

& operational

merger

#### November

Acquisition of

Summit Leasing

& Generali

Investment Skopje

Improved

ESG Risk rating

#### December

Prime Market

Share of the Year

Dividend payment

Additional flood

relief donations

![]()

16

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

January

·

"Top Employer" certificate:

The Top Employers Institute

awarded the Bank the prestigious "Top Employer"

certificate for the 8

th

consecutive year.

·

Best Indoor Experience 2023:

Bankarium was awarded

the Best Indoor Experience 2023 award in the In Your

Pocket Ljubljana competition.

February

·

Rating upgrade:

Credit rating agency Moody’s

upgraded NLB’s long-term deposit rating to A3 from

Baa1.

March

·

USA regional banks & Credit Suisse turmoil:

The

collapse of two regional banks in the USA, Silicon

Valley Bank and Signature Bank, impacted Europe

as it put European banks under much stress. Swiss

financial regulators engineered an emergency rescue

plan for Credit Suisse with the UBS Group AG buying

Credit Suisse. As of 31 March 2023, the Group has only a

small exposure to Credit Suisse, derived mainly from a

limited bond investment. From a liquidity point of view,

no material deviations from the normal intra-monthly

deposit dynamics were identified at the Group level as

a result of the turmoil.

·

Slovenia’s Best Private Bank for High Net Worth

Individuals:

Euromoney awarded NLB as part of the

global private banking awards in 2023.

April

·

Acquisition:

The agreement concluded on 16 November

2022 between the acquiring company NLB and the

acquired company N Banka was submitted to the

District Court of Ljubljana court registry.

May

·

New MREL requirement:

From 1 January 2024, the

MREL requirement to be met by the Bank on a

consolidated basis at the resolution group level shall be

30.99% of the Total Risk Exposure Amount, excluding

applicable CBR and 10.39% of the Leverage Ratio

Exposure.

June

·

Dividend payment:

The Bank paid the dividends

(the first tranche) of EUR 55 million, or EUR 2.75 gross

per share.

·

New members of the Supervisory Board:

The General

Meeting appointed four members, two of whom were

members before – Shrenik Dhirajlal Davda and Mark

William Lane Richards, and two new members – Cvetka

Selšek and André-Marc Prudent-Toccanier, all for four-

year terms.

·

Green Senior Preferred Notes:

The Bank debuted in

issuing green senior preferred notes amounting to EUR

500 million with a maturity of 4NC3, counting towards

meeting the MREL requirement.

·

Donations to various associations, humanitarian

organisations and groups:

The Bank donated EUR 1.35

million to more than 30 recipients from the SEE region

in the area of childcare, socially vulnerable families,

care for the elderly and employees who might be in

need due to illness or accident.

August

·

ECB’s licence for N Banka merger:

On 3 August 2023,

NLB received the authorisation of the ECB for the

merger of N Banka.

·

Measures taken regarding the floods in Slovenia:

To

help alleviate the effects of the floods that affected a

part of Slovenia, the Bank introduced systemic steps,

including a donation of EUR 4 million for sustainable

reconstruction to the most afflicted municipalities.

The Bank also provided solidarity aid to its affected

employees. In addition, NLB Banka, Skopje donated

EUR 60,000 to the Slovenian Red Cross and other

organisations to support flood relief efforts. As a part

of risk management, the Bank has been enhancing

its existing flood risk assessment model based on

flood risk zones to minimise future negative impacts of

similar events.

September

·

N Banka legal and operational merger:

On

1 September, the legal and operational merger

between N Banka and NLB was successfully completed

18 months after having been acquired by NLB within

the envisaged budget and timeframe.

October

·

First Bankarium commemorative banknote:

The

Bankarium commemorative banknote was presented

to the public.

November

·

Acquisition of Summit Leasing:

The Bank signed SPA

for

100% shareholding in Summit Leasing Slovenija

and its subsidiaries.

·

Acquisition of Generali Investment AD Skopje:

NLB Skladi signed SPA for acquiring a majority

shareholding in Generali Investments AD Skopje.

·

ESG Risk Rating:

The NLB Group significantly improved

Sustainalytics ESG Risk Rating to 16.0.

December

·

Dividend payment:

The Bank paid the dividends (the

second tranche) of EUR 55 million or EUR 2.75 gross per

share.

·

Prime Market Share of the Year:

Ljubljana Stock

Exchange awarded NLB Bank for Prime Market Share

of the Year.

·

the! Award:

NLB received three awards from the

Croatian Public Relations Association: gold for the NLB

Investor Day, silver for the NLB Frame of Help and

bronze for the communication support of the N Banka

acquisition.

·

New SREP requirement:

A new SREP decision for NLB

Group under which Pillar 2 Requirement has been

reduced from 2.40% to 2.12% while Pillar 2 guidance

remains at 1.00%. The new SREP decision shall apply

as of 1 January 2024.

·

MREL requirement:

NLB received the decision of the

Bank of Slovenia on the MREL requirement. Starting

1 January 2024, NLB must comply with 30.66% TREA

(excluding CBR) and 10.69% LRE at the NLB Resolution

Group level.

·

Employer Brand Awards Adria 2023:

NLB received two

awards at Best Employer Brand Awards Adria 2023:

Best Employer Brand – Banking Sector and Integration

of Corporate and Employer Brand.

·

Additional donations for flood relief:

NLB donated an

additional EUR 5 million to the Budget of the Republic

of Slovenia to a particular budget line to raise funds to

recover the consequences of the August floods.

·

First NLB Group Net-Zero disclosure report:

The Bank

released the first comprehensive overview of efforts

and progress to achieve net-zero emissions by 2050 or

sooner.

![]()

17

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Shareholder Structure and Market Performance of NLB’s Shares and GDRs

53.03%

#### Shares in GDR format

(i)

(i)

Bank of New York Mellon

on behalf of the GDR holders

GDR holders with shares >5% and <10%:

#### - EBRD

#### - Schroders plc

25%

#### + 1 share

Republic of Slovenia

21.97%

Other shareholders

#### Shareholder

#### Structure of NLB

The Bank’s shares are listed on the Prime Market

sub-segment of the Ljubljana Stock Exchange (ISIN

SI0021117344, Ljubljana Stock Exchange trading symbol:

NLBR), and the GDRs representing shares are listed on

the Main Market of the London Stock Exchange (ISIN:

US66980N2036 and US66980N1046, London Stock

Exchange GDR trading symbol: NLB and 55VX). Five

GDRs represent one NLB share.

Table 2:

NLB’s main shareholders as at 31 December 2023

(i)

Shareholder

Number of

shares

Percentage

of shares

Bank of New York Mellon on

behalf of the GDR holders

(ii)

10,605,146

53.03

of which EBRD

(iii)

/

>5 and <10

of which Schroders plc

(iii)(iv)

/

>5 and <10

Republic of Slovenia (RoS)

5,000,001

25.00

Other shareholders

4,394,853

21.97

Total

20,000,000

100.00

(i) This information is sourced from the NLB’s shareholders’ book that is accessible at the web services of CSD (Central Security Depository, Slovenian: KDD - Centralna klirinško depotna družba) and available to CSD members. The

information on major holdings is based on self-declarations by individual holders pursuant to the applicable provisions of Slovenian legislation, which require that the holders of shares in a listed company notify the company whenever

their direct and/or indirect holdings pass the set thresholds of 5%, 10%, 15%, 20%, 25%, 1/3, 50%, or 75%. The table lists all self-declared major holders whose notifications have been received. In reliance on this obligation vested with the

holders of major holdings, the Bank postulates that no other entities nor any natural person hold directly and/or indirectly ten or more percent of the Bank’s shares.

(ii) The Bank of New York Mellon holds shares in its capacity as the depositary (the GDR Depositary) for the GDR holders and is not the beneficial owner of such shares. The GDR holders have the right to convert their GDRs into shares. The

rights under the deposited shares can be exercised by the GDR holders only through the GDR Depositary, and individual GDR holders do not have any direct right to either attend the shareholders’ meeting or exercise any voting rights

under the deposited shares.

(iii) The information on GDR ownership is based on self-declarations by individual GDR holders as required pursuant to the applicable provisions of Slovenian law.

(iv) Further information is available in the chapter

Events After the End of the 2023 Financial Year

.

![]()

18

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Ljubljana Stock

#### Exchange awarded

#### NLB as Prime Market

#### Share of the Year

#### Expanded Analyst

#### Coverage of NLB by HSBC and PKO BP, and first credit rating by Bank of America

#### Market Performance of NLB’s Shares and GDRs

Rebased to January 2023, the European banking stocks

index gained 11%. It started the year positively, only to

fall to the lowest in March as investors were probably

spooked by the still elevated inflation and increasingly

faltering demand (for loans), as the CB hiked rates

(10 times) in a historic campaign. The price fluctuated

mildly but with a growing trend up until November.

Not surprisingly, the index closed the remainder of the

year with a strong performance, reaching its highest

price at the close of the year after Q3 results indicated

a solid and lucrative year for the banks that had net

interest income registering high growth. The effect was

further enhanced by the fact that the liability side of

the balance sheet reacted with a notable lag in scope.

Hence, the index gained 11% in 2023, outperforming the

European stock index, which was short of achieving 8%

in 2023. It similarly fell in value in March and rebounded

to a volatile period, ending with the lowest price in

November to finish the year strong. It also reached the

Figure 1:

NLB share price movements on the Ljubljana Stock Exchange and NLB GDR

price movement

on the London Stock Exchange (in EUR)

GDR

Shares (NLBR)

GDR (NLB)

Shares

18.00

17.00

16.00

15.00

14.00

13.00

12.00

11.00

10.00

9.00

8.00

90.00

85.00

80.00

75.00

70.00

65.00

60.00

Jan 2023

Feb 2023

Mar 2023

Apr 2023

May 2023

Jun 2023

Jul 2023

Aug 2023

Sep 2023

Oct 2023

Nov 2023

Dec 2023

Source: Ljubljana Stock Exchange, Bloomberg.

highest price at the close of the year (bringing forth

notable effects of disinflation).

The SBI index’s lowest price was seen at the start of the

year. From there it grew to reach the highest price of the

year at the end of July only to experience a fall in August.

It finished the year with a growing trend, reaching

growth north of 18% in the year 2023.

The price of the Bank’s stock grew rather steadily until

August, from where the price stagnated until mid-

November, to finish the year strongly (the price was the

highest in mid-December), due to a similar mix of factors

as described two paragraphs above. In 2023, the price

of the bank’s stock grew by 36%, outperforming the SBI

index and European STOXX 600 for banks.

![]()

19

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Shares and GDRs

Table 3:

NLB share information

Share information

31 Dec 2023

Total number of shares issued

20,000,000

Highest closing price (in 2023)

EUR 86.0

Lowest closing price (in 2023)

EUR 62.0

Closing price as at 29 December 2023

(i)

EUR 85.0

NLB Group book value per share

EUR 139.9

NLB Group earnings per share (EPS)

EUR 27.5

Price/NLB Group book value (P/B)

0.61

Dividend per share (for the previous business year)

EUR 5.5

Market capitalisation

(i)

EUR 1,700,000,000

(i) No market on 30 and 31 December 2023.

#### Indices

The Bank’s shares are included in several indices: the

SBITOP index, SBITOP TR index, and ADRIA prime index

of the Ljubljana Stock Exchange, FTSE Frontier Index,

MSCI Frontier, and MSCI Slovenia, S&P Eastern Europe

BMI, S&P Emerging Frontier Super Composite BMI, S&P

Extended Frontier 150, S&P Frontier BMI, S&P Frontier

Ex-GCC BMI, S&P Slovenia BMI, as well as the STOXX

All Europe Total Market, STOXX Balkan Total Market,

STOXX Balkan Total Market ex-Greece & Turkey, STOXX

EU Enlarged Total Market, STOXX Eastern Europe 300,

STOXX Eastern Europe 300 Banks, STOXX Eastern

Europe Large 100, STOXX Eastern Europe Total Market,

STOXX Eastern Europe Total Market Small, STOXX

Global Total Market, and STOXX Slovenia Total Market,

among others.

The Investor

#### Relations Function

The Bank participated in various forms of engagement,

such as investor meetings, calls, conferences, and

roadshows to meet the requirements of the Bank’s

ownership. Transparent communication with investors

and analysts allowed for a dialogue on strategic

developments, as well as on the financial performance

of the Group. The Bank promoted greater awareness

and understanding of operating businesses,

developments, and events, which influence the

performance of the Bank's share price. The performance

of the Bank is covered by analysts from EFG Hermes,

JP Morgan, Deutsche Bank, Wood & Company, Citi,

InterCapital, Raiffeisen Bank International, HSBC, PKO

BP, and Ilirika BPH.

Throughout 2023, the Bank participated in more than

10 conferences, organised earnings calls, conducted

six non-deal roadshows for equity and for fixed-

income investors, and met 160+ investors on 200+

investor interactions. Those meetings covered various

topics, including governance (including remuneration),

sustainability, digitalisation, strategy, and finance.

In 2023, the Bank received its first credit rating from Bank

of America, expanding analysts’ coverage beyond equity

research and helping the Bank with capital markets

activities. Additionally, the analysts from HSBC and PKO

BP initiated coverage on the NLB in 2023, leading to 10

covering equity analysts.

#### Share price growth in 2023 above

36%

### EUR

600,000

#### in combined average regular trading volume per day (excluding block trades)

In addition, in December 2023, the Ljubljana Stock

Exchange awarded Bank shares (ticker "NLBR") the

"Prime Market Share of the Year" accolade.

IR presentations, financial reports, and important

information are available on the Bank’s website in line

with IR’s

Financial Calendar

.

![]()

20

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Macroeconomic Environment

In 2023, the growth in the Euro area was weak, as the economic environment was affected by tighter financial

conditions, lower aggregate demand, and an insufficient credit supply. Weak foreign demand and receding fiscal

support hampered activity. Conflicts in Palestine and the Middle East added to the rise of uncertainty.

#### The global and European economy

The 2020s are turning into an inactive decade for the

global economy as stagnation, loss of purchasing

power, depleted savings, and high interest rates plague

the growth outlook. The unresolved conflict in Ukraine

and additional Israel-Palestinian hostilities since

October 2023 have contributed to uncertainty. Freight

rates, initially declining since the Suez Canal obstruction

in 2021, were under pressure again as alternative routes

had to be employed as Houthi attacks blocked the

Red Sea trade route. While the global economy is in

a better place concerning the recession risk than last

year, developing countries still feel the strain of slow

growth, deteriorating global trade, expensive borrowing,

and very tight financial conditions that are further

aggravated by elevated food prices.

The global economy expanded slowly in 2023,

predominantly driven by a solid year for the US

economy and emerging markets, which were led by

China. Private consumption supported by tight labour

markets proved to be the growth driver for the world

economy. This has been a pleasant surprise despite the

CBs’ substantial tightening of the monetary policy. US

economic growth in 2023 was relatively resilient. Still,

the tighter monetary policy has already shown signs

of hampered spending, and the unemployment rate

rose by 0.4 p.p. within a year, which is a considerable

jump in a short amount of time. Credit card debt has

already been growing, and retail sales data suggests

consumers slowed purchasing in Q4 2023. The personal

saving rate has been declining since May and has been

low historically. In China, economic activity stabilised

after the reopening, despite weakness in the real

estate sector towards the year’s end, as it represents a

noticeable portion of Chinese GDP and could affect the

rest of world economies. A trend akin to the Western

economies, which is becoming increasingly evident,

the increasing debt levels are directly muting China’s

growth.

In the Euro area, a recession was avoided, but YoY GDP

growth was on a clear downward path throughout

the year, with marginal growth in Q1 and Q2, and

stagnation in Q3 and Q4. The export of goods started

the year strong in Q1, but soon soured after that,

remaining in contraction for the remainder of the year

in YoY terms due to weak external demand. Imports

grew initially, but contracted from March to September

when they bottomed up, pointing towards a pent-up

demand (for foreign goods) and shrinking inventories.

HICP inflation started the year in the double-digit

territory, nearing the mandated goal by year-end

which was driven by the disinflationary momentum.

Core inflation, though slower to decrease, followed a

similar downward trend. Services prices rose noticeably

until August, then started declining due to retreating

demand. Food maintained significant pressure on price

levels, resisting the disinflationary trend. Energy had

a noticeable deflationary effect, especially in the last

quarter, primarily due to the base effect. Industrial

production lost the previous year’s momentum in

March and contracted until the final quarter as foreign

and domestic demand weakened. The composite

PMI contracted after May services PMI outperformed

manufacturing PMI. Retail trade as a proxy for demand

showed negative momentum (YoY) throughout 2023, and

was influenced by higher interest rates and consumer

spending cutbacks. ECB’s private consumption metric

stagnated in the first half of 2023, then experienced a

mild uptick in Q3 that was still below the peak in Q3

2022. Negotiated wages and gross disposable income

rose, improving for most countries of the Euro area

(in the same comparison), suggesting a consumer

preference for saving over spending, which was

confirmed by the increase in the household saving rate,

surpassing the 2022 levels.

1.6%

#### economic growth in Slovenia in 2023

Moreover, recent ECB data on year-end wage

negotiations suggests persistent future high wage

pressures with no indication of a peak. Though subdued

for most of the year, consumer confidence slightly

improved in the closing quarter. However, ESI and its

sub-indicators showed signs of bottoming out in the last

two months of 2023. The unemployment rate changed

slightly in 2023, staying tight in historical comparison.

In 2023, the FED raised its target range from 4.25%–

4.50% to 25 bps to 5.25%–5.50% (by four 25 bps hikes)

and stayed there from July until the end of the year.

Despite December minutes suggesting reduced inflation

risks, concerns persisted, especially in housing and

non-housing services. The year-end data in labour

markets, consumer demand, and the housing market,

supported the FED’s cautious approach to easing

monetary policy. The ECB finished its historic campaign

of 10-rate hikes in September 2023, bringing the deposit

facility rate to 4.0%. Since then, the ECB has stuck to the

"higher for longer" narrative to support its intention to

keep the rates there until inflation declines towards the

mandated goal. Bond yields dropped in the last quarter,

causing a price increase when the ECB was winding

down PEPP. At the end of 2023, the ECB urged banks to

prepare for more delinquencies, unpaid loans, and

elevated liquidity risk. Also, it failed to disclose the

quantity and pace of potential cuts in 2024, most

![]()

21

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

probably because of tight labour markets and wage

growth pressures instilling uncertainty about the "second

round effects."

The risk of the recession has receded compared to

a year ago, and inflation has gradually declined in

most regions due to lower energy and food prices.

Global growth, however, will continue to reflect the

impact of monetary policy tightening and elevated

rates across advanced economies in 2024, leading to

sluggish investment. After contracting noticeably in

2023, global trade growth is expected to pick up, but

regional tensions could influence commodity prices.

Borrowing costs for countries with poor credit ratings

will remain very high. The Euro area GDP should grow at

an underwhelming pace in 2024, supported by expected

recoveries in industrial sectors, increased consumer

spending, wage growth, and lower inflation.

Exports should pick up again as global trade improves.

However, slowdowns in the Mediterranean economies

and the lagged effects of interest rate hikes will cap

the overall upturn. Potential turbulence in the banking

and financial sectors and sizeable public debt levels

pose risks. Governments should continue to roll back

the related support measures to reduce elevated public

debts and avoid additional inflationary pressures. The

Euro area households, especially those with lower

incomes and floating-rate loans, feel the strain of

higher interest rates. Although tight labour markets,

government support measures, and accumulated

savings managed to mitigate household vulnerabilities,

low-income earners continue to face pressure on real

incomes, consumption, and debt servicing ability.

Further challenges may arise if energy prices soar

or interest rates continue to remain elevated. Fiscal

#### The 2023 was a year of stagnation, slow growth, weak demand and tight labour markets

austerity must be ushered in to manage the elevated

debt levels.

#### The economy in the Group’s region

In 2023, growth appeared slow, but still slightly less

stagnant than the Euro area and began picking up in

Q3. As the year started, the export sector grew; however,

as economic growth started receding in the Euro area,

the foreign demand subsided quickly, hurting the

exporting industry. Double-digit inflation in the first

half of the year caused domestic demand for foreign

goods to retreat even faster, causing imports to contract.

Private consumption remained the main growth driver,

picking up in Q3 and maintaining momentum towards

the year’s end. Inflation started in double-digit territory,

but disinflationary trends grabbed hold as the CBs

lifted policy rates. Only the Serbian economy persisted

with double-digit inflation by June, and growth rates

subsided steadily. Food and non-alcoholic beverages

drove annual inflation in the first half of 2023. Still, by

Q3 of 2023, the item was already experiencing notable

disinflationary trends and was surpassed by housing

and related costs and leisure and accommodation

prices. Industrial production had a solid performance

in Q1, but soured afterwards due to a lack of foreign

demand, with Montenegro being an outlier with

solid Q1 and Q3 prints. Retail sales mostly posted

negative growth in annual terms, apart from Bosnia

and Herzegovina and Montenegro, which exceeded

expectations. An economic sentiment indicator began

improving slowly across the region until August, when it

experienced a setback but finished the year on a more

positive note. Tight labour markets (in historical terms)

enabled and supported the growth of economies, with

unemployment rates subsiding in 2023, except for the Q3

upticks in Bosnia and Herzegovina, and Slovenia.

In 2023, the average interest rates in Serbia’s NFC sector

increased as consumer and housing loan rates began

subsiding in October. In Montenegro, consumer loans

saw the most significant rate increase as NFC and

real estate rates were similar or lower in November

(compared with January). Likewise, in Kosovo, consumer

loans saw rates increase marginally from January to

November, as NFC and real estate loans saw rates

decrease. In Bosnia and Herzegovina, the average rates

in January-November 2023 rose the most in consumer

loans, followed by NFC loans – whereas the real estate

loans finished the year at the same level they opened.

In North Macedonia, during the same period, average

interest rates increased the most for real estate loans,

followed by consumer and NFC loans, while in Slovenia,

interest rates increased the most for NFC loans, followed

by real estate loans, while they have decreased

marginally during the period for consumer loans.

Slow economic growth, elevated prices and interest

rates, and uncertainty about the mid-term developments

impacted global foreign direct investment (FDI) flows in

2023. Despite that, some countries in the region reached

new FDI records; Serbia, Kosovo, and Bosnia and

Herzegovina reported strong FDI flows in 2023, while

Slovenia, Montenegro, and North Macedonia reported

positive albeit moderated FDI flows. Appetites for

regional investments that would decrease global supply

chains dependency together with investment potential

in the region are supporting FDI factors, where mid-term

outlook uncertainties represent the main factors for their

eventual transitory moderation.

![]()

22

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### A macroeconomic snapshot of NLB Group’s region

Growth in

Slovenia

was slow in the first half of 2023

and decreased further in Q3, as it experienced a flood-

induced slowdown. The annual decline in goods and

services exports (starting after Q1) outpaced Q2’s

contraction as the floods hit the key auto industry.

Moreover, private consumption shifted into contraction,

and both public spending and fixed investment

expanded less than in Q2. The savings rate declined

notably in Q3, as in previous years. However, a

significant part of the workforce takes annual leave.

That said, the external sector made a net contribution

to GDP as imports declined sharply in comparison to

exports. Turning to Q4, the available data suggested

growth would pick up as the impact of the floods fades

amid disaster relief from the EU. In October, industrial

output posted the best reading in over a year (which

was still rather shabby), while retail trade contracted at

a softer YoY pace amid lower inflation, was a good sign

for private spending.

GDP growth in

Serbia

picked up throughout the year. It

sped up in Q3 thanks to more robust domestic demand,

as household consumption, public spending, and fixed

investment grew rapidly. On the flip side, exports shrank,

reflecting the stagnation of major growth partners.

The end of the year should show strong performance

driven by domestic demand, as retail sales gathered

steam in Q4, while economic sentiment strengthened in

the same period, especially in the services sector. On 17

December, the ruling Serbian Progressive Party (SNS)

obtained an absolute majority in snap parliamentary

elections. That said, opposition parties and international

observers denounced the misuse of public resources

during the campaign, and made accusations about

voter intimidation.

North Macedonia

’s annual economic growth increased

slightly in Q3 from Q2 in a year of slow growth. Despite

the positive change, the expenditure breakdown

indicates that the economy weakened in general, as

a sharper decline in imports drove the improvement.

Public spending, total investment, and exports all

contracted at sharper rates, while private consumption

growth was stable. Inflation persisted in double digits

until May and started subsiding after (apart from the

hiccup in August). During the last quarter, the economy

gathered some steam. Industrial output rebounded

annually from Q2’s fall, and retail sales declined at a

gentler pace in the same period.

In

Bosnia and Herzegovina

, the YoY economic growth

accelerated in Q3 to the same slow pace of growth

already seen in Q1. The improvement was driven by

pickups in both public and private spending growth,

supported by the disinflationary trend in the period.

Investment growth slowed, while exports continued

their sharp contraction since Q3 2020. The economy

lost momentum towards the year’s end as industrial

output contracted markedly in annual terms in the last

quarter, while retail sales expanded slower than in Q3.

Meanwhile, merchandise exports continued to shrink,

albeit at a softer rate than in Q3. In mid-December,

the EU decided not to open accession negotiations

with the country due to a lack of compliance with the

membership criteria.

Kosovo

’s YoY economic growth accelerated in Q3

of 2023, but was still short of the Q1 growth. The

improvement was driven by more vigorous private

spending thanks to robust remittance inflows and a

marked pickup in government expenditures due to rising

public wages. In contrast, investment growth slowed,

while exports contracted – the available data for Q4

2023 painted a mixed picture. Tourist arrivals lost steam

in October. However, merchandise exports fell at a

softer rate relative to Q3. In other news, on 1 January, the

country joined Europe’s open-border Schengen zone,

which is also likely to spur outflows of workers to other

European countries.

Montenegro

’s YoY GDP growth cooled slightly in Q3,

coming from Q2’s expansion. A softer, albeit still-strong

increase in exports and a faster expansion in imports

weighed on the external sector. Moreover, household

spending growth decelerated amid a surprisingly strong

disinflationary trend at the end of Q2. That said, both

fixed investment and government consumption gained

steam. Available data for Q4 2023 is relatively upbeat, as

industrial production rose notably annually. Moreover,

YoY growth in tourist arrivals outpaced Q3’s average

increase. That said, merchandise exports plunged YoY in

October, while economic sentiment was less optimistic

than in Q3.

2.2%

#### economic growth in the Group’s region in 2023

![]()

23

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The banking system in the Group’s region

In general, 2023 was a year to remember for the banks

as the higher interest rates saw margins increase,

bringing profitability to levels not seen in a long

time. Loan demand remained strong despite higher

borrowing rates and tighter monetary policy, whereas

banks experienced increased funding costs. At the close

of the year, the hiking cycle had already entered its final

stage, but market participants already anticipated lower

rates in the upcoming period; therefore, interest rates on

new loans in the Euro area declined at the close of the

year, resulting in an increased amount of renegotiated

loans.

Due to rising interest rates, the National Bank of Serbia

imposed temporary measures on housing loans, limiting

interest for borrowers’ first variable-rate housing loan

up to EUR 200,000, secured by a mortgage for the next

15 months, starting with the October instalment. Despite

this, household loan appetite remained very robust

throughout the region, with Kosovo notably exceeding

YoY growth compared to other countries. Corporate

loans grew at a slower YoY pace (compared with the

previous year), with only Serbia witnessing similar

dynamics to the ones in the Euro area and Slovenia,

where NFC loans contracted in YoY terms. The global

and Euro area’s demand receded, further adding to the

effect of higher interest rates. Production companies

seemingly decided to deleverage and thus turn to their

possible internal sources, such as retained earnings

and cash buffers, since corporate lending performed

much worse than last year, as it contracted in Slovenia

and Serbia – which were hit by supply (tighter credit

standards) and demand (higher rates) impediments.

Table 4:

Movement of key banking systems indicators in the NLB Group region in 2023

Corporate loans

Household loans

Corporate deposits

Household deposits

Net interest margin

NPL

CAR

in EUR

millions

Δ % YoY

in EUR

millions

Δ % YoY

in EUR

millions

Δ % YoY

in EUR

millions

Δ % YoY

2022, in %

2023, in %

in %

Δ pp YoY

in %

Δ pp YoY

Slovenia

9,968

-4.9

12,556

3.4

10,784

11.1

26,514

2.8

1.6

3.0

1.4

-0.1

19.3

(i)

0.8

Serbia

14,791

-1.7

12,576

1.0

15,696

16.2

18,692

10.0

2.9

4.0

3.2

0.2

21.4

1.2

N. Macedonia

3,460

3.3

3,730

6.7

2,625

13.2

5,671

7.9

3.1

4.0

(i)

2.8

-0.1

18.1

0.4

BiH

5,854

8.1

5,998

7.8

7,601

2.9

8,417

13.6

2.5

3.3

3.8

-1.1

19.3

(i)

0.1

Kosovo

2,954

9.8

1,914

17.3

1,321

12.4

4,061

11.3

3.9

3.2

2.0

0.0

15.8

1.0

Montenegro

1,460

3.3

1,734

9.2

2,202

-5.2

2,730

11.1

4.0

4.7

5.0

(i)

-0.9

20.7

(i)

2.3

Source: Statistical offices, CBs, NLB.

Note: Net interest margin calculated on interest-bearing assets. Residential loans and deposits for Montenegro.

(i) Data for Q3 2023.

![]()

24

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

In other countries, the growth was in the lower

single-digit range, except in Kosovo, where it was just

shy of double-digit (YoY) growth. Corporate deposit

growth was in double digits in Serbia, while North

Macedonia and Slovenia trailed, with the rest of the

countries experiencing growth below the mid-single

digit range. The growth of household deposits was

least pronounced in Slovenia, and was more notable

in Kosovo and North Macedonia, and in double-digit

territory in Serbia and Montenegro. The NPLs indicator

exhibits some upticks in the region (North Macedonia

and Serbia), as well as some marginal movements

downwards (Montenegro and Slovenia) with no

significant changes occurring despite the notable rise in

interest rates, except for Bosnia and Herzegovina where

a notable contraction occurred. The net interest income

improved throughout the Group’s region, reflecting

the interest rate hikes by respective central banks,

the growth of lending, and price effects. The capital

adequacy ratio improved in all Group region countries,

mostly Montenegro and Serbia. In contrast, in other

countries, it improved to more or less half of that extent,

insinuating that the banks in the Group remain solid and

well-capitalised.

Figure 2:

ROE ratio in the Euro area and NLB Group region

Source: ECB, National CBs.

Note: Return on average equity (ROAE) used for Bosnia and Herzegovina. Data for the Euro area, Bosnia and Herzegovina and North Macedonia are

from Q3 2023 and for Serbia is from 30 November 2023.

Slovenia

Euro area

Serbia

Montenegro

Kosovo

N. Macedonia

BiH

2022

2023

4.6%

7.2%

10.8%

20.6%

13.8%

18.2%

12.2%

16.1%

12.0%

15.0%

20.6%

19.7%

14.4%

19.3%

Figure 3:

Loans to non-financial corporations and household loans (% GDP) in the Euro area and NLB Group region in 2023

Slovenia

Euro area

Serbia

Montenegro

Kosovo

N. Macedonia

BiH

35.7%

47.7%

17.3%

20.5%

17.7%

15.7%

25.8%

27.9%

18.1%

21.3%

30.9%

19.4%

19.4%

24.5%

Loans to non/financial corporations, % GDP

Household loans, % GDP

Source: National CBs, National Statistical Offices.

Note: Data for Q3 of 2023, except for the Euro area, Slovenia, and Serbia (year-end). Residential loans for Montenegro.

![]()

25

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The LTD ratio decreased in Slovenia, North Macedonia,

and Serbia, but improved in Bosnia and Herzegovina,

Montenegro, and Kosovo. The banks’ profitability in the

Group’s region has continued to improve in 2023 due

to rising interest rates. Still, maintaining the earnings

momentum next year will certainly not be impossible.

The net interest income increased further in 2023

compared to last year and reached levels not seen in

approximately 15 years, as the profitability in the region

was astounding, with ROE in double digits territory in all

countries of the Group (almost doubled in Slovenia).

Figure 4:

LTD ratio in the Euro area and NLB Group region

Source: ECB, National CBs, NLB.

Note: LTD for Serbia is from 30 November 2023, the rest are from 31 December 2023.

Slovenia

Euro area

Serbia

Montenegro

Kosovo

N. Macedonia

BiH

2022

2023

94.6%

94.3%

67.1%

63.6%

79.3%

74.3%

85.5%

81.6%

71.3%

71.7%

78.3%

80.2%

60.2%

62.2%

![]()

#### Adaptability and quick thinking ensure court advantage.

Slovenian men's

national handball team

#### Sport excites us and brings us together.

![]()

27

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The Group also considers and complies with the

regulations concerning prevention of

money laundering

and terrorist financing (AML/CTF), with the Prevention

of Money Laundering and Terrorist Financing Act

(ZPPDFT-2), effective in April 2022, replacing the previous

law and integrating the provisions of Directive (EU)

2019/1153, Directive (EU) 2019/2177, and Regulation

(EU) 2018/1672 into Slovenia’s legislation. In addition,

an Amendment and supplements to the Act on

Prevention of Money Laundering and Terrorist Financing

(ZPPDFT-2A) were published in the Slovenian

Official

Gazette

in November 2022. The Group regularly monitors

and manages all newly introduced financial sanctions

from all relevant regimes.

The regulatory environment underwent significant

changes in the payment and settlement systems field

in 2023. The European Commission proposed a third

Payment Services Directive (PSD3) and a new Payment

Services Regulation (PSR) to enhance user protection,

open banking, enforcement, and unification in the

European payments market. The Bank is preparing

to meet its obligations under the new legislative

framework, which is expected to enter into force by the

end of 2026. The Bank meets its obligations under PSD2,

the respective regulatory technical standards and the

Payment Services, Services for Issuing Electronic Money

and Payment Systems Act (ZPlaSSIED). The Bank is

committed to providing the best user experience while

ensuring compliance with the regulatory requirements in

the payment and settlement systems.

In the EU’s policy context under the European Green

Deal, "sustainable finance" is understood as finance to

support economic growth while reducing environmental

pressures and considering social and governance

aspects. In 2023, the Bank updated its governance of

the ESG area by adopting two new internal documents:

the Sustainability Policy and Standard – Rulebook

on sustainability management. Both documents

demonstrate a straightforward top-down and bottom-

up process for sustainability governance, including

climate change aspects, that extend from individual

business units and countries to the management

bodies. The Bank also updated other sustainability-

related internal documents in various business areas

in line with regulatory and other developments.

These developments are monitored regularly by the

Sustainability Unit, Compliance and Integrity, and within

specific business areas, and are promptly implemented

in the internal governance framework.

In December 2022, the Digital Operational Resilience

Act (DORA) Regulation was published in the EU’s

Official Journal

alongside the revised directive on the

security of network and information systems (NIS2).

The new framework introduces a comprehensive set

of rules concerning financial sector firms’ information

and communications technologies (ICT) and risk

management to strengthen their digital operational

resilience and prevent and mitigate cyber threats. In

2023, the Bank carried out activities to implement the

new regulatory requirements, which will apply from 17

January 2025.

#### Regulatory

#### Environment in the Group’s region

The regulatory environment in the rest of the region

where the Group operates was dominated by actions

to ensure the stable functioning of financial systems.

During 2023, 132 changes with material effects on the

Group were adopted in the regulatory environments

in the Group’s region. It is worth

noting that this figure

excludes any changes affecting solely NLB d.d.

#### Regulatory Environment

During 2023, 119 changes with material effects on the Bank and the Group were adopted in the EU and Slovenian

regulatory environments. The Group strives to be fully compliant with the existing and new requirements. Disclosure

of the most relevant changes in legislation and regulation that influence the Group are presented herein.

#### Regulatory

#### Environment in Slovenia

The Bank is subject to capital adequacy and liquidity

rules imposed by the EU (CRR/CRD), which govern the

activities in which banks may engage and are designed

to maintain the safety and soundness of banks to limit

their risk exposure. The CRD V was further transposed

into the Banking Act (ZBan-3). In October 2021, the

European Commission adopted a further package of a

review of the CRR and CRD with the final elements for

implementing Basel III in the EU. These final elements

were agreed in December 2023, endorsed by the Council

and Parliament, and will be implemented in EU law.

As a financial institution offering benchmark-based

products, the Bank meets its obligations under

Regulation 2016/1011 (BMR) and regularly monitors

developments in this area by adapting its operations to

the requirements of regulators and industry.

Due to the constant care about the interests of its

customers, especially the protection of their data, the

legislation in the field of personal data protection is

also essential to the Bank. The Bank strictly adheres to

its obligations imposed on it by GDPR in Slovenia and

the Group. The new Slovenian Personal Data Protection

Act (ZVOP-2) was adopted in December 2022 and is

implemented in the Bank’s operations.

In the financial markets, there were no significant

changes in the regulatory environment in 2023. The

Bank complies with MiFIR/MiFID II and EMIR provisions

regarding financial market transactions, enhanced

investor protection, transparency, and reporting

obligations.

![]()

28

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

In

Serbia

, the most significant regulatory changes

introduced by the National Bank of Serbia throughout

2023 were related to the facilitation of financing of the

citizens, dinarisation of the financial system, including

a set of measures and activities aiming to enhance the

use of the dinar in Serbia’s financial system, further

leading to the stabilisation of the prices on the market

and related to preserving and strengthening the

financial system stability. In that sense, to facilitate the

financing of the citizens, the National Bank of Serbia

adopted the Decision on Temporary Measures for Banks

Relating to Natural Persons’ Housing Loans, introducing

a temporary freeze on the variable nominal interest

rate. Further, to prescribe measures related to the

dinarisation of the financial system and preserving and

strengthening its stability, the National Bank of Serbia

adopted the Decision on Amendment to the Decision on

Capital Adequacy of Banks to increase the exposure in

dinars and the Decision on Amendments to the Decision

on Banks’ Required Reserves with the National Bank

of Serbia, introducing changed ratios for calculation of

required reserves of the dinars and foreign currency

base. In addition, several laws and by-laws regarding

tax and accounting, outsourcing of activities and labour

law have been adopted.

In

North Macedonia

, the process of harmonisation with

the Law on Payment Services and Payment Systems

and related by-laws continued during the 2023 year,

and several new by-laws from various areas related to

this Law were also adopted and are in the process of

implementation in the Bank or already implemented.

The National Bank of the Republic of North Macedonia

adopted several significant acts, such as the Decision on

the credit risk management methodology, the Circular

for the protection of consumers who use financial

services in the banking sector, the Decisions on the

amount of the rate of the countercyclical protective

layer of the capital for exposures in the Republic of

North Macedonia and exposures to other countries, the

Decision on the method of implementation of measures

to prevent money laundering and terrorist financing,

the Decision on foreign exchange office activities, etc.

In addition, the Bank continuously undertakes the

necessary activities according to the set deadlines.

In the

Federation of Bosnia and Herzegovina

, the most

important decision of the regulator in 2023 is related

to the expectations of the regulator in the ESG area

(Guidelines for Managing Risks Related to Climate

Change and Environmental Risks). Implementing the

Guidelines is to guide the banking sector in terms of

determining, measuring, managing, and controlling

climate and environmental risks, publishing data

and information related to these risks, and segment

integration of environmental sustainability in the

Bank’s business activities. In June 2023, the Federal

Banking Agency adopted the Decision on the conditions

and method of submitting customer complaints and

the actions of entities of the banking system, which

prescribes new terms for provider and user of services

(banks and others), as well as definitions of complaints.

Changes were made to the local procedure of the

client’s complaint, and an internal act was aligned with

the decision.

Although the Law on Prevention of Money Laundering

and Financing of Terrorist Activities has not yet been

adopted, the Ministry of Security of Bosnia and

Herzegovina made Amendments to the Rulebook on

the Implementation of the Law on Prevention of Money

Laundering and Financing of Terrorist Activities. The

Rulebook prescribes additional indicators of suspicious

transactions and clients, including indicators of

suspicious transactions of bank employees.

In the

Republic of Srpska

, the local regulator, the

Banking Agency of the Republic of Srpska, published

numerous decisions that influenced the Bank’s internal

acts and processes. The most important one is the

Decision on minimum standards of recording of banks’

lending activities, which provides rules of the minimum

standards of documenting during the negotiation phase,

loan approval, credit exposure, etc., for the entire time

of the establishment and duration of the contract with

the client. Next to this decision, the Agency published

Guidelines for the management of climate-related

risks, representing the first Act in the area of climate

regulation. The Guidelines are not obligatory; however,

certain expectations of banks are to be accomplished

and reported to the Agency by 30 June 2024. Next, the

Central Bank of Bosnia and Herzegovina adopted the

Decision to amend the Decision on establishing and

maintaining mandatory reserves and determining

compensation for the amount of reserves, intending

to harmonise with the policy of the ECB and mitigate

the impact of the increase in the reference interest rate

of the ECB on business operations of banks in Bosnia

and Herzegovina. Lastly, the National Assembly has

adopted the new Family Law, which affects the Bank’s

product called Children’s Deposit. Parents or guardians

cannot make payments from the child’s deposit without

reasonable cause and literal approval from a competent

Guardianship Authority.

In

Kosovo

, in 2023, several regulations were adopted by

the Central Bank of Kosovo. The Bank’s main activities

concerned the implementation of the requirements

from the Regulation on access to payment accounts

with basic services, which determines the conditions

for customers’ access to payment accounts with

basic services as a necessary tool to encourage their

participation in the financial market. It is also related

to Regulations on bank liquidity risk management,

Regulations on reporting of banks, Regulations on the

interbank payment system, etc. Furthermore, there

have been legal changes and guidelines to follow

regarding cyber security, the Law on prevention and

protection from violence against women and gender-

based updates on rules provided by the Kosovo Deposit

Security Fund, instructions regarding the Logs of

Personal Data Processing Activities, etc.

In

Montenegro

, the main activities 2023 were dedicated

to implementing the Law on Interbank Fees and Special

Business Rules Concerning Payment Cards, which apply

from 9 January 2024. This Law regulates interbank

fees charged when executing payment transactions

in Montenegro based on payment cards issued to

consumers and special business rules related to issuing

or executing payment transactions based on payment

cards. Amendments to the Law on Payment Transactions

(PSD2) apply from 8 April 2024. The PSD2 regulation in

Montenegro relies on and complements the existing EU

rules, and it refers to payment services in the internal

market. PSD2 expands the scope of payment services

and their providers, more clearly defines exceptions,

improves cooperation and the exchange of information

among participants in the payment traffic, and

introduces stricter security requirements for electronic

payments. In bancassurance, novelties in the by-laws

refer to clients’ pre-contractual information, procedures

regarding the protection of their rights, and reporting to

the regulator. The Bank continued to consistently apply

the decisions on introducing international restrictive

measures determined by the EU Council’s decisions.

![]()

29

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

### BUSINESS REPORT

![]()

30

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Accelerating the development of the SEE region

Promoting the ESG agenda

Supporting stability of the banking sector

Digitalizing distribution channels

Adding new financial solutions as per clients' needs

Offering strong customer support

Growing client market share

Creating value for shareholders

Offering a great place to work

Finding inorganic expansion opportunlties

Establishing horizontally diversified businesses

Continuing strategic transformation

#### Be a regional champion

#### Monetise opportunities and synergies

#### Put clients first

#### Grow our market position

#### Strategy

The Group has continued to execute its medium-term

strategy, focusing on strengthening its market position

in its home region, actively participating in the growth

and consolidation of the market, and promoting

the ESG agenda. Digitalisation, client centricity, and

cost efficiency remain key strategic orientations to

deliver the Group’s vision. The Group is currently in

the process of defining its new Strategy 2030, which is

expected to outline the key decisions regarding capital

allocation in the future.

#### Be a regional champion

The Group aims to further strengthen its role as a

systemically important financial institution in the SEE

region. To achieve this, it strives to become a leader in

all its target markets and to have a prominent role in

the region’s development. The Group believes there is

significant value to be unlocked by facilitating further

development of the region and increasing its standard

of living.

The Group is promoting ambitious environmental,

sustainability, and corporate governance agendas.

It joined leading peers from the banking industry in

collective efforts to reach net-zero emissions by 2050.

In 2023, the Group published its first net zero portfolio

targets within the NLB Group Net Zero disclosure report.

For more information on Net Zero, please refer to the

chapter

Sustainability

.

As one of the most important players in the region’s

financial system, the Group is carrying its share of

responsibility for building a stable banking system.

The 2022 acquisition of N Banka is an example of the

Group’s resolve to commit capital in turbulent times for

the benefit of all stakeholders. In 2023, the merger of

N Banka was successfully closed with the transfer of all

customers and their operations.

#### Put clients first

The Group is driving its customer-centric agenda by

starting with the financial needs of its customers and

looking for ways to improve and streamline its products

and services to fulfil them to the utmost extent. One

way the Group does this is by digitising its distribution

channels, allowing clients to access its products and

services from anywhere at any time.

The Group is committed to adding innovative financial

solutions to address its clients’ unmet and new needs.

![]()

31

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

By staying on top of the latest trends, needs, and

technologies, it will stay competitive and deliver the

best possible banking experience. Ensuring strong

customer support remains one of the Group’s key

focuses. It requires that its customer service team is

knowledgeable, friendly, and always ready to assist

clients with their questions or concerns, wherever they

may be.

#### Digitalisation

The Group continues implementing substantial efforts

and resources toward digital distribution channels and

operating models. The customers’ preference for an

increased share of digital business interactions has

remained even after normalisation since the COVID-19

pandemic. Effective and safe digital distribution

channels require novel operating models and

automated processes to minimise response times and

costs. One of the results of digitalisation and process

optimisation is a reduced amount of printed paper.

The Group will continue to invest in IT infrastructure

and its digital capabilities and roles. The focus will be

on improving the speed of IT delivery by adopting agile

methodology principles, providing and implementing

the best online experience for customers in the SEE, and

enhancing capabilities for processing data, modelling,

and delivering relevant services to clients. One such

example is the launch of the new omnichannel solution

"NLB Klik", which allows checking and managing

personal finances and offers a unified user experience

on mobile phones and PCs.

#### Grow our market position

The Group is working to strengthen its market position

as a systemic player in its home region. To do this, the

Group is monitoring how well it is creating value for three

types of its main stakeholders: shareholders, customers,

and employees. Concerning its shareholders, the Group

views its decisions through a lens of maximising its

return on equity. Concerning its customers, market

shares and Net Promoter Scores (NPS) are tracked.

An employee engagement metric is measured and

analysed in relation to its employees.

The Group regularly engages with its stakeholders in

defining what is material to them and the Group. Some

of the most important channels for communications

with the stakeholders (in addition to the regular publicly

available periodic reports, presentations, and webcasts

on the Group performance) are, for example, the NLB

Group Sustainability Report and the corporate website,

along with social media channels.

The Group’s employees represent its key resource

and are one of its main drivers for creating value.

Through the focus on recruitment, management, and

continual development of employees, they are given the

opportunity to thrive by making the most of their talent

and experiences.

#### Monetise opportunities and synergies

Significant strategic business efforts have been made to

achieve business synergies across the Group regarding

costs and operational efficiency. The Group believes

that these can help offset the adverse economic effects

of the rising inflation on the Group’s clients. In Slovenia,

the Bank has achieved further synergies with the full

integration of N Banka in 2023.

The Group monitors market conditions and analyses

potential M&A opportunities that could add value to

the Bank’s shareholders. The Group is fully engaged in

re-establishing some key financial services across all

its markets, thus diversifying its services horizontally.

In the Group Strategy, leasing is one of the strategic

activities representing an important part of the Group’s

business portfolio. Leasing operations in Slovenia (NLB

Lease&Go, Ljubljana) are gaining momentum, while

new leasing companies were established within the

Group in North Macedonia and Serbia in 2022. The

Group has further materially enhanced its strategically

important position in 2023, announcing the acquisition

of Summit Leasing, Slovenia’s leading auto finance

provider. In addition, NLB Skladi, which offers clients

asset management services, concluded an agreement

to purchase the majority ownership of Generali

Investments AD Skopje, further expanding asset

management activities within the Group.

The Group is moving closer to the fintech ecosystem to

find new and better ways of solving customers’ financial

needs. It established a corporate venture team, eNLaB,

to build business cooperation with ambitious fintech

players to accelerate the Group’s efforts in bringing

novel use cases and business solutions to the market.

#### Continuing transformation

The Group follows a comprehensive plan to deliver its

mission and financial targets to facilitate continuous

transformation in an ever-changing environment. It has

identified a series of projects and initiatives and has

dedicated resources for implementation. All significant

running change efforts are channelled into one overall

strategic transformation programme.

The backbone of the strategy is strengthening customer-

centricity by establishing customer-based market

management, improving the understanding of clients,

reimagining digital client journeys, and accelerating

innovation to provide lifestyle and value chain services

to strengthen relationships.

The transformation programme also focuses on

increased operational efficiency, cost management,

and the improved utilisation of the Group’s capital.

Simultaneously, overall operational capabilities are

enhanced by improving human capital, optimising

IT infrastructure, digitalising internal processes, and

leveraging information capital.

![]()

32

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Funding Strategy, Capital, and MREL Compliance

Fostering strong client relationships is vital for maintaining a stable and growing deposit base. At the same time,

wholesale funding focuses on meeting MREL requirements and optimising capital, which leads to increased average

funding costs. Nonetheless, overall funding cost remains low thanks to a reliable deposit base and the stability of

sight deposit pricing, which remains unaffected by market fluctuations.

Figure 5:

Average cost of funding (quarterly data)

Total average cost of funding

Average interest rate for deposits from customers

Average cost of wholesale funding

4.87%

4.73%

5.78%

5.66%

0.51%

0.58%

0.80%

0.88%

Q3 2023

Q2 2023

Q4 2023

Q1 2023

0.24%

0.28%

0.38%

0.46%

#### Deposit strategy

Deposits from customers represent the primary

funding source for the Group, and each bank within the

Group has established processes that enable prudent

strategic deposit management that is aligned with

business targets and regulatory requirements. Regularly

monitoring deposits and their structure enables timely

reactions whenever necessary due to business or

regulatory-related reasons. The LTD ratio evolution in

recent years, including the disruptive COVID pandemic

in 2020, political turbulence in 2022, and high inflation in

2023, was still confined to a healthy liquidity zone below

70%, which proved that the deposit base of the Group is

robust, and the liquidity position strong.

A leading Group market position and a responsive

client relationship are essential for a stable deposit

base. Besides that, proper deposit pricing is pivotal

in risk management and business decision-making.

The Group’s fund pricing is aligned with international

standards. The year 2023 further underlined the

importance of responsive deposit pricing and active

client relationships in highly competitive markets; all

Group entities reacted systematically and defended

their market positions in line with strategic targets. The

deposit beta, which measures the Group’s response in

deposit pricing from the start of the ECB hiking cycle,

was low at 8% in 2023, and is a sign of a stable deposit

base.

Group retail deposits represent a majority in the

structure and are the most stable funding source,

with around 80% insured by the Deposit Guarantee

Scheme. Despite the challenging business environment,

Group retail deposits recorded an increase in 2023.

Sight deposits represent 84% of Group retail deposits,

and despite a modest structural decrease related to

increased interest rates and expected transformation to

term deposits, sight deposits represent a stable funding

source. This supports the stable business of the Group

in the region, even during volatile times in the wholesale

funding markets. Although corporate sector deposits

represent a smaller share of the deposit structure of

the Group, they are still an important source of liquidity

as well. Despite increased price levels, combined with

uncertainties related to the economic outlook, the

corporate deposit base of the Group became stronger

and remains structurally stable.

![]()

33

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Capital and capital adequacy

#### Capital requirements

As at the end of 2023, the Bank’s Overall Capital

Requirement (OCR) on a consolidated basis was 14.51%.

This requirement has two components:

·

The Total SREP Capital Requirement (TSCR) is 10.40%,

which includes 8.00% Pillar 1 and 2.40% Pillar 2

Requirements. As at 1 January 2023, the Pillar 2

Requirement decreased by 0.2 p.p. to 2.40% due to a

better overall SREP assessment.

·

The second component is the Combined Buffer

Requirement (CBR), which is 4.11%, and includes a

2.50% Capital Conservation Buffer, a 1.25% O-SII Buffer,

a 0.26% Countercyclical Buffer

2

and a 0.10% Systemic

risk buffer

3

.

2 The Bank of Slovenia has increased the countercyclical capital buffer for exposures in Slovenia from 0% to 0.5%. The Bank had to meet the required buffer from 31 December 2023 onwards.

3 Starting from 1 January 2023, the Bank of Slovenia has mandated that banks maintain systemic risk buffer rates for sectoral exposures. The required rates are 1.0% for all retail exposures to natural

persons secured by residential real estate and 0.5% for all other exposures to natural persons.

Figure 6:

NLB Group capital requirements as at 31 December 2023

Pillar 1

Pillar 2

TSCR

Combined Buffer

P2G

OCR+P2G

8.00%

2.40%

10.40%

OCR

14.51%

OCR+P2G

15.51%

1.00%

2.00%

2.60%

2.60%

4.50%

1.35%

5.85%

4.11%

1.00%

10.96%

1.50%

1.95%

1.95%

0.45%

0.60%

T2

CET1

AT1

In addition to the above requirements, the Pillar 2

Guidance (P2G) is 1.0% of Common Equity Tier 1 (CET1).

Effective from 1 January 2024, NLB has lower capital

requirements. On 1 December 2023, NLB received a

new SREP decision on a consolidated basis for 2024.

As per the decision, the Pillar 2 Requirement decreased

by 0.28 p.p. to 2.12%, since the overall SREP assessment

improved.

Effective as at 1 January 2025, there will be some

changes in the capital buffer rates for Slovenia. The

countercyclical capital buffer rate for exposures in

Slovenia will increase from 0.5% to 1.0%. At the same

time, the sectoral systemic risk buffer for retail exposures

to natural persons secured by residential real estate will

decrease from 1.0% to 0.5%.

![]()

34

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Capital adequacy

Figure 7:

NLB Group capital (in EUR millions), realised total

capital ratios and regulatory thresholds

Tier 1

Tier 2

TCR realised

OCR+P2G requirement

31 Dec 2021

31 Dec 2022

31 Dec 2023

1 Jan 2024

17.78%

19.15%

20.27%

15.25%

15.10%

15.51%

15.23%

1,966

2,296

2,598

287

511

511

2,253

2,806

3,109

Figure 8:

NLB Group CET1 (in EUR millions), realised CET1 ratio

and regulatory requirement

CET 1

CET 1 ratio realised

CET 1 (OCR+P2G) requirement

31 Dec 2021

31 Dec 2022

31 Dec 2023

1 Jan 2024

1,960

2,208

2,510

15.47%

15.07%

16.36%

10.55%

10.46%

10.96%

10.80%

Figure 9:

Capital and capital ratios of NLB Group – evolution YoY (in EUR millions)

0.2%

-0.3%

-0.9%

TCR

31 Dec 2022

Result

OCI

DTA

RWA impact

TCR

31 Dec 2023

2,806

Capital /

changes

in Capital

327

23

-47

n.a.

3,109

19.2%

2.1%

20.3%

Table 5:

Capital realisation YoY and surplus of NLB Group

in EUR millions

31 Dec 2023

31 Dec 2022

Change YoY

Surplus 31 Dec 2023

Common Equity Tier 1 capital

2,509.9

2,208.2

301.7

829.0

Tier 1 capital

2,597.8

2,295.7

302.1

617.8

Total capital

3,109.2

2,806.4

302.8

730.2

Total risk exposure amount (RWA)

15,337.2

14,653.1

684.1

Common Equity Tier 1 Ratio

16.4%

15.1%

1.3 p.p.

5.4 p.p.

Tier 1 Ratio

16.9%

15.7%

1.3 p.p.

4.0 p.p.

Total Capital Ratio

20.3%

19.2%

1.1 p.p.

4.8 p.p.

As at 31 December 2023, the TCR for the Group stood

at 20.3% (or 1.1 p.p. increase YoY), and the CET1 ratio

stood at 16.4% (1.3 p.p. increase YoY), – which is well

above requirements. The higher total capital adequacy

derives from higher c apital (EUR 302.8 million YoY),

which compensated for the increase of the RWA (EUR

684.1 million YoY). The Group increased its capital with

a partial inclusion of 2023 profit (EUR 327.4 million).

Temporary treatment of FVOCI for sovereign securities

ceased to apply as at 1 January 2023, which decreased

capital by EUR 61.6 million. This effect was compensated

with EUR 84.5 million in revaluation adjustments. In

December 2023, a deduction item related to deferred

taxes appeared in EUR 47.0 million.

![]()

35

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Dividend payout

The dividend payout in 2023 was split into two tranches.

The first instalment of EUR 55.0 million was paid in June

2023, while the second was paid in the same amount of

EUR 55.0 million in December 2023, contributing to the

2023 cumulative payout of EUR 110.0 million.

#### Total risk exposure dynamic

In 2023 (YoY), the RWA of the Group for credit risk

increased by EUR 370.3 million, mainly as the

consequence of ramping up lending activity in all Group

banks, the most in the Bank, NLB Komercijalna Banka,

Beograd and NLB Banka Prishtina. Higher RWA for

exposures associated with particularly high risk due to

new project financing loans given, mainly in the Bank

and NLB Komercijalna banka, Beograd, was partially

offset by repayments or by withdrawing the high-risk

flag after fulfilling the relevant conditions. In contrast, a

RWA decrease was observed for liquidity assets, mainly

in Komercijalna Banka, Beograd, due to the maturity

of some Serbian bonds and higher MIGA guarantee

for assets at central banks in foreign currency (EUR).

The higher MIGA guarantee also reduced the RWA for

exposures dominated in EUR at the central bank in

Skopje. Furthermore, RWA also decreased due to the

maturity of Macedonian bonds and Bosnian bonds of

Republika Srpska. The RWA decline for liquidity assets

was partly mitigated by the RWA increase at institutions,

mainly in the Bank, due to the purchase of bank bonds,

a larger volume of deposits at commercial banks and

higher risk weights for institutions from countries outside

the EEA that are not on the third-party equivalent

list (e.g., the United Kingdom). Repayments, higher

impairments and provisions, upgrades, and improved

data of real estate collaterals for CRR eligibility resulted

in the RWA reduction for non-performing exposures.

The increase in RWAs for market risks and Credit Value

Adjustments (CVA) in the amount of EUR 16.8 million

YoY was the result of higher RWA for FX risk of EUR 86.6

million (mainly the result of more opened positions in

domestic currencies of non-euro subsidiary banks –

mostly RSD), lower RWA for CVA risk of EUR 71.4 million

(due to a change of calculating exposure value for

derivative transactions subject to CRR risk based on

OEM method), and higher RWA for TDI risk of EUR 1.2

million (mostly IRS derivatives).

The increase in the RWA for operational risks (EUR 297.0

million YoY) derives from the higher net interests, mainly

from the Bank and Komercijalna banka, Beograd,

resulting in a higher three-year average of relevant

income. There were no significant deviations from

previous years in the other components used in the

calculations.

Table 6:

Total risk exposure for NLB Group

in EUR millions

31 Dec 2023

31 Dec 2022

Change YoY

RWA

RWA

Density

RWA

RWA

Density

Total risk exposure amount (RWA)

15,337.2

14,653.1

684.1

4.7%

RWA for credit risk

12,168.1

45.3%

11,797.9

46.7%

370.3

3.1%

Central governments or central banks

899.8

9.4%

1,109.2

12.7%

-209.5

-18.9%

Regional governments or local authorities

96.9

37.2%

101.2

42.9%

-4.3

-4.2%

Public sector entities

19.1

19.3%

57.9

37.5%

-38.8

-66.9%

Institutions

369.8

33.6%

292.0

28.9%

77.8

26.6%

Corporates

3,740.4

92.0%

3,520.3

90.1%

220.1

6.3%

Retail

4,606.0

71.0%

4,371.0

70.7%

235.0

5.4%

Secured by mortgages on immovable property

1,067.5

37.5%

987.7

37.5%

79.7

8.1%

Exposures in default

117.4

113.3%

156.4

113.6%

-39.0

-24.9%

Items associated with particularly high risk

671.8

150.0%

642.4

150.0%

29.3

4.6%

Covered bonds

27.8

12.8%

31.5

11.4%

-3.6

-11.6%

Claims in the form of CU

12.9

20.4%

17.9

26.2%

-5.0

-28.1%

Equity exposures

104.4

121.9%

90.1

124.1%

14.3

15.8%

Other items

434.4

48.0%

420.1

46.3%

14.3

3.4%

RWA for market risk + CVA

1,461.9

1,445.1

16.8

1.2%

RWA for operational risk

1,707.1

1,410.1

297.0

21.1%

Further information on capital and capital adequacy

is available in the

Note 5.23.

of the financial part of the

report and in

Pillar 3 Disclosures

.

![]()

36

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Wholesale funding and MREL

Wholesale funding activities in the Group are conducted

with the aim of achieving diversification, improving

structural liquidity and capital position, and fulfilling

regulatory requirements, especially compliance with the

MREL requirements.

The Preferred Resolution Strategy (PRS) for NLB Group

is based on the Multiple Point of Entry (MPE) strategy.

Bail-in at the level of NLB is the primary resolution tool

to be applied during the stabilisation phase.

Within NLB Group, seven resolution groups are

designated. The resolution group in the Banking Union

is headed by NLB and the remaining six resolution

groups are headed by the banking subsidiaries

located in non-EU countries (Bosnia and Herzegovina,

Montenegro, and Serbia, while Kosovo and North

Macedonia have not yet implemented MREL legislation).

Figure 10:

Resolution groups within NLB Group

Resolution group

MREL legislation not implemented yet

NLB d.d.

&

NLB Lease&Go, NLB Skladi, Other

SLO

SRB

NLB

Komercijalna Banka,

Beograd

MNE

NLB Banka,

Podgorica

BIH

NLB Banka,

Banja Luka

BIH

NLB Banka,

Sarajevo

RKS

NLB Banka,

Prishtina

MKD

NLB Banka,

Skopje

The NLB Resolution Group consists of NLB as the only

banking member and other non-banking members, the

latter representing less than 5% in TREA. The entities

and their contribution to TREA of the NLB Resolution

Group are presented in the table below.

Table 7:

Contribution to NLB Resolution Group’s TREA

in EUR millions

Entity

31 Dec 2023

NLB d.d.

7,861

NLB Lease&Go, Ljubljana

213

NLB Skladi, Ljubljana

56

Other

124

TREA total

8,256

NLB has to ensure a linear build-up of own funds

and eligible liabilities towards the MREL requirement

applicable as of 1 January 2024, which amounts to:

·

30.66% of TREA + applicable CBR (4.33% on

31 December 2023),

·

10.69% of LRE.

On 31 December 2023, the MREL ratio amounted to

40.24% TREA and 19.94% LRE, which was well above the

required level.

![]()

37

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The composition of the own funds and eligible liabilities

items by which the Bank met the MREL requirement was

as presented in the table below.

Table 8:

Composition of the own funds and eligible liabilities of

NLB Resolution Group

in EUR millions

Own funds and eligible liabilities items

31 Dec 2023

CET1

1,768

Additional Tier 1 instruments

82

Tier 2 instruments

508

Unsecured and unsubordinated claims

arising from debt instruments

964

Total

3,322

In June 2023, the Bank issued green senior preferred

notes of EUR 500 million to strengthen the MREL buffer,

and thus ensured that the Bank could comfortably

meet the higher MREL requirement from 1 January 2024

onwards. In addition, the Bank obtained other MREL

eligible instruments in a total amount of EUR 40 million.

Figure 11:

Evolution of MREL eligible funding (in EUR millions), MREL requirement and realised MREL ratio

Realised MREL ratio

CET1+T1+T2

MREL requirement (including CBR)

MREL deposits and senior funding

31 Dec 2022

30 Sep 2023

31 Dec 2023

1 Jan 2024

36.31%

39.17%

40.24%

28.69%

31.45%

31.91%

34.99%

2,041

489

2,209

979

2,358

964

SEE banking members in Bosnia and Herzegovina,

Serbia, and Montenegro are subject to local MREL

requirements. As of 31 December 2023, all banking

subsidiaries have secured the necessary eligible

funding to meet the MREL requirements, set as per

Total Liabilities and Own Funds (TLOF) target level.

In 2024, certain MREL regulation changes are expected

in the Group countries of operations, and the subsidiary

banks are exploring all options to ensure a linear build-

up of own funds and eligible liabilities to fulfil the local

MREL requirements.

![]()

38

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Risk Factors and Outlook

#### Risk factors

Risk factors affecting the business outlook are (among

others):

·

The economy’s sensitivity to a potential slowdown in

the Euro area or globally

·

Potential liquidity outflows

·

Widening credit spreads

·

Worsened interest rate outlook / Persistence of high

inflation

·

Energy and commodity price volatility

·

Increasing unemployment

·

Geopolitical uncertainties

·

Potential cyber-attacks

·

Litigation risks

·

Regulatory, other legislative, and tax measures

impacting the banks

The sharp rebound from the COVID recession has

turned in the prospective stagflation in 2023. As a result

of rising inflation, high-interest rates, weaker external

demand, and increased macroeconomic uncertainty,

subdued economic growth or its gradual slowdown

was experienced. The growth in the Group’s region

was moderate, though relatively high inflationary

pressures and other uncertainties could suggest a

further slowdown, namely in private consumption and

investment growth.

Credit risk usually increases considerably in times of

an economic slowdown. The Group has thoroughly

analysed and adjusted the potential impact on the

credit portfolio in light of anticipated inflationary

pressures and expected decreases in economic growth.

Lending growth in the corporate and retail segments

remained relatively moderate, especially in such

circumstances. Regarding the credit portfolio quality, the

Group carefully monitors the potentially most affected

segments to detect any significant increase in credit risk

at a very early stage. In August 2023, certain areas in

Slovenia were damaged by floods. Their impact on the

Bank’s credit portfolio quality in the corporate and retail

segments was estimated as negligible, and only minor

client credit quality deterioration or received collaterals

occurred. The aforementioned adverse developments

could affect the cost of risk and NPLs. Notwithstanding

the established procedures in the Group’s credit risk

management, there can be no certainty that they will be

sufficient to ensure the Group’s credit portfolio quality or

the corresponding impairments remain adequate.

The investment strategy of the Group, referring to the

Group’s bond portfolio kept for liquidity purposes,

adapts to the expected market trends in accordance

with the set risk appetite. Geopolitical uncertainties

have increased volatility in the financial markets,

particularly shifts in credit spreads, rising interest rates,

and foreign exchange rate fluctuations. The Group

closely monitors its prominent bond portfolio positions,

mostly sovereigns, and carefully manages them by

incorporating adequate early warning systems to limit

the potential sensitivity of regulatory capital.

So far, no material movements regarding the Group’s

significant FX positions have been observed. Current

developments, market observations, and potential

mitigations are closely monitored and discussed. While

the Group monitors its liquidity, interest rate, credit

spread, FX position, and corresponding trends, their

impacts on the Group positions, and any significant and

unanticipated movements on the markets or a variety

of factors, such as competitive pressures, consumer

confidence, or other certain factors outside the Group’s

control, could adversely affect the Group’s operations,

capital, and financial condition.

Special attention is paid to the continuous provision of

services to clients, their monitoring, and the prevention

of cyber-attacks and potential fraud events. The Group

has established internal controls and other measures

to facilitate adequate management. However, these

measures may only sometimes entirely prevent possible

adverse effects.

With regards to litigation risk, in recent years, and

even more so in recent periods, the Bank has seen

a shift in case law that is generally more favourable

to consumers, e.g. litigation cases related to loan

processing fee and loan insurance premium in Serbia

and CHF litigations in Slovenia. In the latter case, we

have noticed an increase in the number of proceedings

against the Bank, which was expected. The current

litigations against the Bank referring to CHF are

less material, but the Bank is closely monitoring

developments.

The Group is subject to various regulations and laws

relating to banking, insurance, and financial services.

Respectively, it faces the risk of significant interventions

by several regulatory and enforcement authorities

in each jurisdiction in which it operates, including

changes of tax treatment of banking business (e.g.

application of VAT on card payments services in Bosnia

and Herzegovina) and changes in interpretation

of legislation (e.g. introduction of reimbursement

of a proportional part of loan costs in case of early

repayment of consumer loans in Slovenia).

The SEE region is the Group’s most significant

geographic area of operations outside the RoS, and the

economic conditions in this region are, therefore, crucial

to the Group’s operations and financial condition results.

The Group’s financial condition could be adversely

affected by any instability or economic deterioration in

this region.

![]()

39

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

In this regard, the Group closely follows the

macroeconomic indicators relevant to its operations:

·

GDP trends and forecasts,

·

Economic sentiment,

·

Unemployment rate,

·

Consumer confidence,

·

Construction sentiment,

·

Deposit stability and growth of loans in the banking

sector,

·

Credit spreads and related future forecasts,

·

Interest rate development and related future forecasts,

·

FX rates,

·

Energy and commodity prices,

·

Other relevant market indicators.

During 2023, the Group reviewed the IFRS 9 provisioning

by testing the relevant macroeconomic scenarios

to reflect the current circumstances and their future

impacts accurately. The Group established multiple

scenarios (i.e., baseline, optimistic, and severe) for

the Expected Credit Losses (ECL) calculation, aiming

to create a unified projection of macroeconomic and

financial variables for the Group, aligned with the

Bank’s consolidated view of the future of economic

development in the SEE. The Group formed three

probable scenarios with an associated probability of

occurrence for forward-looking assessment of risk

provisioning in the context of the IFRS 9. These IFRS 9

macroeconomic scenarios incorporate the forward-

looking and probability-weighted aspects of the ECL

impairment calculation. Both features may change

when material changes in the future development of the

economy are recognised and not embedded in previous

forecasts.

The baseline scenario presents an expected forecast

macroeconomic view for all the countries of the Group.

This scenario is based on recent official and professional

forecasts, with specific adjustments for individual

countries of the Group. Key characteristics include no

additional supply shocks, decreasing inflation due to

increased ECB key rate and quantitative tightening, a

slightly less tight labour market, GDP growth supported

by declining interest rates and positive expectations,

regional containment of political tensions, and limited

spillover effects of financial system issues on the real

economy.

The alternative scenarios are based on plausible drivers

of economic development for the next three years. The

optimistic scenario is supply- and demand-driven, with

a mild winter and sufficient energy supplies easing price

pressures in the Euro area. China’s decision to abandon

strict COVID restrictions supports the Euro area exports,

which stimulates demand. Lower inflation leads to

an optimistic financial market outlook, and the first

year shows positive growth expectations, followed by

additional ECB support and moderated growth potential

in the following two years.

The severe, supply- and demand-driven scenario

depicts sluggish economic growth due to lower

consumer purchasing power, geopolitical disruption,

and elevated inflation. The Group home countries

experience near-zero real economic growth, leading

to substantial upward shocks in financial markets.

Political tensions persist, causing supply disruptions,

and inflation remains higher than expected, resulting

in increased long-term inflation expectations. GDP

growth remains low as the ECB implements a restrictive

monetary policy. Despite a slow increase in the

unemployment rate, many industries still face a tight

labour market. The financial system stabilises, allowing

the ECB to focus on taming inflation. The Bank considers

these scenarios in calculating expected credit losses in

the context of the IFRS 9.

On this basis, the Group revised scenario weights in

H1 2023 and assigned weights of 20%–60%–20%

(alternative scenarios receiving 20% each, and the

baseline scenario 60%), with minor changes in some

entities to reflect the likelihood of relevant future

economic conditions in their environment. Regular

yearly revision of IFRS 9 provisioning will be conducted

In H1 2024.

The Group established a comprehensive internal

stress-testing framework and early warning systems

in various risk areas with built-in risk factors relevant

to the Group’s business model. The stress-testing

framework is integrated into the Risk Appetite, Internal

Capital Adequacy Assessment Process (ICAAP), Internal

Liquidity Adequacy Assessment Process (ILAAP), and the

Recovery Plan to determine how severe and unexpected

changes in the business and macro environment

might affect the Group’s capital adequacy or liquidity

position. The stress-testing framework and recovery

plan indicators support proactive management of

the Group’s overall risk profile in these circumstances,

including capital and liquidity positions from a forward-

looking perspective.

Risk Management actions that the Group might use

are determined by various internal policies and

applied when necessary. Moreover, the selection and

application of mitigation measures follow a three-layer

approach, considering the feasibility analysis of the

measure, its impact on the Group’s business model, and

the strength of the available measure.

![]()

40

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The indicated outlook constitutes forward-looking

statements which are subject to several risk factors and

are not a guarantee of future financial performance.

The NLB Group is pursuing various strategic activities

to enhance its business performance. The interest rate

outlook is uncertain, given the adaptive monetary

policy of the ECB and local central banks to the general

economic sentiment.

In Slovenia, the economic growth is forecasted to

accelerate in 2024 compared to 2023 thanks to

reconstruction efforts, relief funds, cooling inflation, and

strengthening export demand from the wider Euro area.

Downside risks are a slower-than-expected recovery

among key trading partners and potential energy price

spikes. Economic growth is seen accelerating in the

region (apart from Montenegro), mainly due to better

prospects of the major trading partners, disinflation,

falling interest rates, and stronger household

consumption. The performance of the Euro area, ethno-

nationalistic tensions and the wars in Ukraine and Gaza

are key factors to watch. The Group’s region is expected

to grow by 2.2% in 2023 and 2.5% in 2024. While banks

have so far largely benefited from higher interest rates

in 2023, the uncertain macro-financial conditions may

continue to weigh on volume growth going forward in

the short term. Loan potential in 2024 should improve,

however.

Table 9:

Movement

of key macroeconomic indicators in the Euro area and NLB Group region

GDP

(real growth in %)

Average inflation

(in %)

Unemployment rate

(in %)

2022

2023

2024

2025

2026

2022

2023

2024

2025

2026

2022

2023

2024

2025

2026

Euro area

3.4

0.4

0.6

1.5

1.6

8.4

5.4

2.5

2.2

2.0

6.8

6.5

6.7

6.7

6.5

Slovenia

2.5

1.6

1.9

2.5

3.0

9.3

7.2

3.1

2.5

2.2

4.0

3.8

4.2

4.2

4.0

Serbia

2.5

2.5

2.9

3.4

3.4

12.0

12.1

5.8

3.7

3.0

9.6

9.5

9.0

8.8

8.6

N. Macedonia

2.2

1.8

2.6

3.2

3.2

14.1

9.4

4.0

2.6

1.8

14.4

13.1

12.7

12.4

12.2

BiH

4.2

1.6

2.5

3.0

3.0

14.0

6.1

2.9

2.4

1.9

15.4

13.3

12.5

12.0

11.5

Kosovo

4.3

3.3

3.7

4.0

4.0

11.6

4.9

2.8

2.7

2.5

12.6

11.0

10.5

10.0

9.5

Montenegro

6.4

5.1

3.3

3.2

3.3

13.0

8.6

3.8

2.8

2.4

14.7

13.2

13.0

12.7

12.5

Note: NLB Forecasts are highlighted in grey.

Source: Statistical offices, Focus Economics.

#### Outlook

The position of the Group is strong, and the performance

throughout all of year 2023 in many of the item lines

exceeded the plans and previous guidance. The Group

is herewith presenting the guidance for the full year 2024

and 2025. The outlook for 2024 does not include effects

from the announced acquisition of Summit Leasing,

which is expected to close before the end of 2024 and

thus without material effects for 2024. The Group is

preparing a new business strategy and vision for 2030

that will, among others, also outline shareholders’

returns going forward in line with the improved earnings

outlook. The announcement of the key strategic

directions for the Group is planned for the Investor Day

on 9 May in Ljubljana.

The outlook for 2024 incorporates a reasonable

amount of prudence, most notable on the still prevailing

market view that interest rates by the end of 2024 will

be lowered by some 150 bps. Despite this assumption,

the Group is expected to achieve more than EUR 1,100

million in regular income since a comfortable level of net

interest income and fee income is still expected due to

the growing loan book and fee business stemming from

more robust household consumption. The cost to income

ratio is expected to stay below 50%, indicating that

cost inflation should be reasonably contained. With the

mid-single digit loan growth and still solid trends in asset

quality expected in all segments and geographies, the

cost of risk is expected to be between 20 and 40 bps.

In January 2024, Tier 2 notes in the amount of EUR 300

million and 10NC5 tenor were issued and have already

been included in the capital following the ECB approval.

In parallel, the Bank conducted a liability management

exercise (LME), repurchasing EUR 219.6 million of its two

outstanding Tier 2 notes to optimise its capital structure.

Moreover, in 2024, the Bank is considering issuing senior

preferred notes in benchmark size, subject to market

conditions. Both issuances will enable the Bank to meet

MREL requirements comfortably.

The operating environment, coupled with an

appropriate tactical and strategic positioning of the

Group, have led the Group to achieve strong running

results. Previously indicated guidance on nominal

dividend payment has materialised in increasing

dividend payments and, at the same time, meaningful

build-up of the capital buffers, allowing for a potential

M&A. With this outlook, the Bank is communicating its

intention to pay EUR 220 million in dividends in 2024,

translating to a 40% pay-out ratio out of 2023 profit

after tax. This represents a 100% increase from dividend

payments made in 2023 or more than 75% of the so

far’s guidance for the cumulative payment until the end

![]()

41

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

of 2025. Such capital return will not impede the Bank’s

capacity to grow, either organically or through M&A,

while, at the same time, avoiding the capital to build

excessively.

The outlook for 2025 (i.e., the outlook for the mid-term

targets within the final year of the current strategy) will

be subject to revision at the upcoming Investor Day in

May. On the "as-is" presumption, the guidance for 2025

indicates the continuation of the current trends with

stable and growing results for the NLB Group. Increased

regular income by EUR 100 million, to around EUR 1,200

million and higher dividend distribution also translates

to a one percentage point increase of ROE a.t. (from

around 14% to 15%), and ROE normalised expected to

exceed 20% (previously around 20%). The intended

pay-out ratio for 2025 from the 2024 results exceeds

40%, still retaining up to EUR 4 billion in M&A capacity.

With this guidance on dividends, the Bank will pay

cumulative dividends between 2022 and 2024 in the total

amount of EUR 430 million, well on the path to delivering

EUR 500 million of dividends in the

2022–2025 period.

Table 10:

Market performance and outlook for the period 2023-2025

Last Outlook

for 2023

Actual 2023

Performance

Outlook

for 2024

Last Outlook

for 2025

Revised Outlook

for 2025

Regular income

> EUR 1,000 million

EUR 1,108 million

> EUR 1,100 million

~ EUR 1,100 million

~ EUR 1,200 million

CIR

~ 46%

46%

< 50%

< 50%

< 50%

Cost of risk

~ 0 bps

-7 bps

20-40 bps

30-50 bps

30-50 bps

Loan growth

Mid single-digit

5%

Mid single-digit

High single-digit

High single-digit

Dividends

EUR 110 million

EUR 110 million

EUR 220 million

(40% of 2023 profit)

EUR 500 million

(2022-2025)

(i)

More than 40%

of 2024 profit

(i)

ROE a.t.

ROE a.t. normalised

(ii)

>15%

>20%

21%

29%

~ 15%

> 20%

~ 14%

~ 20%

~ 15%

> 20%

M&A potential

Tactical M&A

capacity of

> EUR 4 billion RWA

M&A capacity of

up to EUR 4 billion RWA

(i) Future capital returns will be revised during the new 2030 strategy process.

(ii)

ROE a.t. normalised = result a.t. divided by the average risk-adjusted capital. An average risk-adjusted capital is calculated as a Tier 1 requirement of average RWA reduced by minority shareholder capital contribution.

![]()

#### It's not just about the jump you make, but the courage to take that leap in the first place.

Slovenian

ski jumping team

#### In the efforts, sacrifices, successes, and triumphs of athletes …

![]()

43

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Sustainability

As a systemically important regional financial institution, NLB Group aims to actively contribute to the sustainable

transformation of the economy and society to a more green, just and inclusive future for the present and future

generations. Therefore, the Group has placed sustainability matters and ESG factors at the core of its business

strategy and business model.

4 Green lending classification refers to the internal methodology of NLB Group, which refers to EBRD, MIGA, Green bond and EU taxonomy frameworks (and NZBA in case of retail green lending). If a

loan is mapped to either of these frameworks, it is considered as a green loan.

The Group regularly monitors and strengthens the

existing mechanisms, control functions, and activities for

responsible governance and oversight in sustainability

and ESG. A vital governance milestone was the adoption

of a comprehensive Sustainability Policy in December

2023, together with the rulebook for harmonised

sustainability management across the Group. The policy

demonstrates the commitment to our sustainability

mission, which is leading by example, improving quality

of life, and contributing to a sustainable economy and

society across the Group’s three sustainability pillars:

These pillars define and deliver forward-looking

strategic principles, objectives, key targets and KPIs,

initiatives, and action plans across the NLB Group.

NLB, as a parent bank in the Group, is a signatory

to the UN Environment Programme Finance Initiative

(UNEP FI) Principles for Responsible Banking and

Net Zero Banking Alliance. Thereby, The Group members

officially endorse the UN Sustainable Development

Goals and take decisive actions to address climate-

related risks and opportunities and thus contribute to

achieving the 2015 Paris Climate Agreement objective to

limit global warming to 1.5°C by mid-century compared

to the pre-industrial era.

In December 2023, the first

NLB Group Net Zero

disclosure report

was published, reaffirming our

commitment to achieving Net-Zero by setting targets for

reducing its financed emissions and maintaining a coal

exclusion policy. The report provides a comprehensive

overview of our efforts and progress towards

transitioning the operational and attributable GHG

emissions from lending and investment portfolios to

align with pathways consistent with achieving net zero

by 2050 or sooner.

NLB Group is committed to the highest standards of

corporate governance, compliance, and integrity.

The Group’s fundamental commitment to responsible

business conduct is set out in the NLB Group Code

of Conduct. At the same time, specific principles are

stipulated in several domain-specific internal documents

in accordance with developments in the sustainability

area. In 2023, the Group put particular emphasis on

implementing the Policy on Respect for Human Rights in

its business conduct by setting standards for respect for

human rights in its operations and expecting the same

standard to be ensured by its clients and suppliers.

#### Overview of sustainability pillars – key achievements

Sustainable Finance

·

NLB Group’s portfolio decarbonisation strategy

focuses on four key sectors: power generation, iron

and steel, residential real estate, and commercial real

estate, where the Group has significant emissions and

exposure and has set NZBA-aligned targets.

·

The Group finances its corporate and retail clients

in their sustainable transition and actively engages

with them to encourage the development of their own

net-zero strategies.

·

At the end of 2023, the Group’s total new production

volume of sustainable financing

4

stood at

EUR 287 million, of which EUR 198 million was

corporate, and EUR 89 million was retail and micro

business. Total outstanding volume of corporate

sustainable financing stood at EUR 331 million.

·

Based on the Net-Zero Strategy and assessed

market potential in the region, the Group set a

new commitment in December 2023 to allocate

EUR 1.9 billion by 2030 to clients in sustainable

transition.

·

In June 2023, NLB issued its inaugural senior

green bonds in a benchmark nominal value size of

EUR 500 million. The proceeds shall be used in line

with NLB Green Bond Framework which is aligned with

ICMA principles. The first annual allocation and impact

report is expected to be published in June.

·

Throughout 2023, the Group successfully followed its

strategic orientations and annual plans in risk

management. Among other improvements, ESG risk

management was upgraded and further integrated

into NLB Group’s overall credit-approval process,

Environmental and Social Risk Management System

(ESMS), collateral evaluation process and related credit

portfolio management. Methodologies in credit rating

classification and ESG due diligence were improved,

within NLB Group’s commitment to the strict limitation

of new financing of certain activities, the Lending Policy

was amended with a new

exclusion list

.

Sustainable

Operations

Sustainable

Finance

Contribution

to Society

16.0

#### Sustainalytics'

#### ESG Risk Rating

![]()

44

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Sustainable Operations

·

At the Group, sustainable operations mean

managing our non-financial operations by being an

environmentally responsible institution and ensuring

sustainable relations with our stakeholders.

·

At the end of 2023, the Group’s operational carbon

footprint decreased by 7.6% in comparison with the

end of 2022. The calculation of operational carbon

footprint (Scope 1, Scope 2, Scope 3, limited and without

category 15) has been in place since 2019, follows the

GHG Protocol, and is annually verified by an external

independent institution. In line with the Group’s climate-

neutral commitment, we started the initiative to reach

operational net-zero by 2050 or sooner.

·

In 2023, the Group made advancements in

implementing ESG factors in the procurement process,

such as implementing bidders and suppliers due

diligence.

·

The Group stayed committed to high standards in

all aspects of sustainable client relations, including

identifying clients’ needs and issues, responsible

product development and offering, responsible

marketing communications, providing the

confidentiality and privacy of client data, as well as

cyber- and physical security.

·

At the Group, sustainable practices and human

resource management are strongly interconnected. In

addition to adhering to labour-related regulation, the

Group invested in employee development, provided

a diverse and inclusive workplace environment,

motivational and remuneration mechanisms, increased

the number of trainings per employee, promoted

health, safety, and well-being, improved employee

engagement, and received the award Top Employer for

the 8

th

consecutive year.

·

Sustainability training for employees in all hierarchical

levels was provided to enhance and further develop

their capacity and skills. In total, employees did

7,572 total hours of sustainability-related training, in

particular to enhance awareness of ESG risks and their

appropriate treatment, as well as to strengthen the

employees’ client engagement capacity and practices

to support the Net-Zero Strategy.

·

Two major initiatives were completed further to

enhance the sustainable culture among employees

in 2023. The renewed e-training on sustainability

was launched across the Group in September

5 For a full list of the 17 Goals of the United Nations Sustainable Development, see the

UN website

.

and completed by all employees. The Group-wide

awareness-building Sustainability Festival was

executed in October, which actively engaged more

than 1,000 employees in several sustainability activities.

Contribution to Society

·

The Group actively contributes towards more

comprehensive socio-economic development through

our corporate social responsibility activities with an

overarching focus on education in the communities

where it operates.

·

In 2023, NLB Group continued to manage CSR activities

in such way that each of them contributes to at least

one UN SDG

5

.

·

Among several other initiatives in 2023, the Group also

focused on increasing financial and digital literacy and

financial inclusion, especially among young people and

the elderly. More information is available in the chapter

Corporate Social Responsibility

.

#### Outlook

The Group recognises sustainability, particularly

climate change, as one of modern society’s most

significant challenges. The call to drastically change

how companies, governments, and individuals –

consumers – address sustainability is expected to be

intensified in 2024 and onwards. To further improve

its environmental and social impacts and maintain

high corporate governance standards, the Group will

continue to implement initiatives and activities across all

three sustainability pillars in accordance with the annual

action plans. The main priorities in 2024 are as follows:

·

Fortify the implementation of the UN Principles for

responsible banking in our business model and

upgrade targets in our priority impact areas.

·

Further developing and implementing a comprehensive

NLB Group climate strategy, including pathways to

decarbonise the Group’s portfolio and operations by

2050.

·

Financing the green transition of the Group corporate

and retail clients in line with our net-zero commitment

by providing them with sustainable banking, leasing

and asset management products.

·

Implementing the newly introduced sustainability-

related governance framework across the NLB Group.

·

Providing CSRD readiness and aligning sustainability

disclosures with the forthcoming new directive and

European Sustainability Reporting standards ESRS by

conducting the new double materiality analysis and

further improving and automating the data collecting

process. In addition, we will keep integrating other

relevant reporting frameworks, such as IFRS S1/S2

(where TCFD was transposed at the end of 2023) and

keep following the implications of the Taskforce on

Nature-related Financial Disclosures (TNFD) proposal.

·

Identifying and mitigating ESG risks and pursuing

opportunities stemming from lending or investment

portfolios and business relations with key stakeholders,

while following ECB and EBA guidelines. .

·

Further commitment to building sustainability-related

awareness, culture, and capacity in all NLB Group

members.

·

Exploring possibilities to influence and further

strengthen the Group’s value chain in terms of

sustainable practices.

Despite its clear ambition and action to mitigate

sustainability risks, the finance sector’s role, including

the Group, has its limitations. Climate action, as well as

positive changes in business and society, necessitate

collective efforts. It is imperative for the clients to

also take action, while governments should provide

the necessary guidance and direction, regulatory

environment through dedicated policies to achieve

#### NLB Group's overall

#### ESG Risk score improved by 1.7 points.

#### This represents low risk and ranks the Group among the top 13 percent of all banks assessed with Sustainalytics

![]()

45

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

net-zero goals by 2050. Therefore, the NLB Group will

continue to engage stakeholders, build partnerships,

and contribute to discussions on further improving

sustainability-related regulations and supportive

environment.

This section summarises the NLB Group’s results and

key initiatives in each sustainability pillar

For more

information, please refer to the

NLB Group Sustainability

Report 2023.

#### Corporate Social

#### Responsibility

The Group remains determined to create more

sustainable footprints in its home region. The main

pillars stay the same, with some awe-inspiring projects.

More information is also available in

NLB Group

Sustainability Report 2023

.

Education, financial literacy, and mentoring

In 2023, Bankarium, the pioneering Slovenian Banking

Museum founded by NLB in 2021, welcomed 3,854

visitors. Beyond its role as a museum, Bankarium stands

as a financial literacy centre, guiding visitors through six

stages of personal finance management with interactive

digital games, quizzes, and educational resources. It is

widely accepted and enjoyed by school groups, through

which the Group significantly contributes to knowledge

transfer for future generations.

NLB Banka, Podgorica extended its outreach in

Montenegro, hosting financial literacy programs in

seven schools and facilitating dialogues with youths

in four cities. Young people discussed various aspects,

from banking to social entrepreneurial initiatives to

financial management.

Culture and protection of cultural heritage

The Bank is a great patron of developing Slovenian art

and culture. As a responsible owner of an extensive

collection of 20th-century art heritage, the Bank exhibits

works internationally. The Group launched a new

NLB Group Art Programme for visual arts, aiming to

support contemporary art in SEE, including investing in

acquisitions and commissions of works of art and art

projects and design a new art collection called "SEE

ART."

Responsibility to the environment

To be responsible for the environment is to care for

nature. In response to the degradation of a section

of the southern

Trnovski gozd

, a forest located near

Nova Gorica, Slovenia, due to recent natural disasters,

the Bank’s employees planted 2,500 seedlings across

approximately one hectare to aid regeneration efforts.

Similarly, NLB Banka Banja Luka organised a tree-

planting initiative with colleagues from the Bijeljina

branch and local partners to prevent soil erosion in

flood-prone areas.

By supporting Slovenian beekeeping, which is among

the best in the world, NLB endorses the preservation

of a rich cultural heritage and the protection of the

environment. On the 150

th

anniversary of the Slovenian

Beekeeping Association, NLB enabled the organisation

of the 2023 International Young Beekeepers

Competition, which took place in Slovenia in the

summer. The first competition of this kind in Slovenia

was attended by over 150 participants from 30 countries

across the globe, marking a significant milestone for

Slovenian beekeeping.

Sustainable entrepreneurship

The goal of several "Women in Adria" events that were

organised by NLB Banka, Banja Luka throughout

Bosnia and Herzegovina was to bring together women

managers and women entrepreneurs with the aim of

networking and sharing experiences. Through inspiring

stories, the goal was to empower each other and point

out the positive sides of female togetherness.

NLB Komercijalna Banka organised a traditional

Organic contest to encourage organic agriculture in

Serbia. This year, 50 innovative projects have applied

to the 12

th

NLB Organic, and the best four have been

rewarded with RSD 2.5 million. In addition to the

award for the best project in organic agriculture, new

categories were women, youths under 40, and the

service industry that offers at least one organic product

from Serbia.

Supporting youth, female, and disabled sports

NLB takes great pride in its long-standing NLB Youth

Sports project in Slovenia. In 2023, the project reached

its ninth year, supporting a remarkable 66 sports

clubs and 10,000 children. NLB Group's commitment

extends beyond Slovenia, as the Bank actively supports

youth sports in other markets, with over 2,000 children

participating across the Group's region.

Furthermore, NLB Group demonstrates its dedication to

inclusivity through the NLB Wheel project, donating two

sports wheelchairs specifically for disabled basketball

players and giving ongoing support to KHF Istog, one of

Kosovo's most successful women's handball clubs.

Philanthropy

NLB Group made a substantial donation totalling EUR

1.35 million across all markets of operations in the home

region. Employees proposed and selected recipients

for the donation. In response to devastating floods in

Slovenia, the Bank donated EUR 9.5 million to help the

most affected citizens and municipalities.

![]()

46

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Overview of Financial Performance

The Group posted a profit after tax of EUR 550.7 million, surpassing the previous year by a remarkable EUR 103.8

million, representing a 23% YoY increase. It is important to highlight that the 2023 result was positively impacted

by the booking of deferred tax assets (EUR 61.9 million), and the 2022 result by the negative goodwill from the

acquisition of N Banka (EUR 172.8 million).

Figure 12:

Profit after tax of NLB Group – evolution YoY (in EUR millions)

2022

Net interest

income

Net fee and

commission

income

Other net non-

interest income

Total costs

Impairments

and provisions

Share of profit

from investments

in associates and

joint ventures

Negative goodwill

Income tax

Results of non-

controlling

interests

2023

446.9

550.7

328.4

-172.9

4.6

14.8

0.3

10.1

-38.3

-41.6

-1.7

### EUR

### 1,093.3 million

#### of total net operating income

The following key drivers influenced the Group’s

performance:

·

Despite the challenging rising interest rate

environment, the Group experienced a YoY increase of

EUR 666.2 million in gross loans to customers, of which

EUR 491.9 million went to individuals.

·

More attractive pricing, especially for term deposits,

caused a EUR 705.0 million increase in the deposit

base YoY, of which EUR 511.6 million from individuals

and EUR 293.7 million from corporates. A total EUR

100.2 million decrease in the state deposit reflected the

high price elasticity of the deposits of the certain large

clients in Slovenia.

·

A significant 65% YoY increase in net interest income

was driven by healthy loan demand and the effects

of higher interest rates on loans and central bank

balances. The deposit beta (the cumulative change

of the average customer deposit interest rate

compared with the cumulative change of the average

ECB deposit facility rate) in the respective period was

8% on the Group level. Consequently, the annual net

interest margin improved by 1.21 p.p. YoY to 3.50%.

·

Net fee and commission income benefitted from the

favourable impact of economic activity and an upswing

in consumer spending across all banking members.

Additionally, increased activity in investment funds,

bancassurance, and guarantee business contributed

![]()

47

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

positively to fees. The effects of cancelling the high

balance deposit fee in the Bank and implementing

temporary measures, particularly in Serbia, were

therefore effectively mitigated and resulted in a

moderate 2% increase of net fee and commission

income YoY.

·

NLB donated a total amount of EUR 11.5 million,

of which EUR 9.0 million was a direct voluntary

contribution to the budget and municipalities for flood

recovery in Slovenia, the rest being discretionary

support payments.

·

Total costs witnessed an uptick of EUR 41.6 million

or 9% YoY owing to several factors, namely, general

inflationary trends within the region, investments

into technology enhancements across the Group,

the expansion of the leasing and asset management

activities, the intensive integration process in Slovenia

(EUR 9.2 million of integration costs in 2023), and costs

related to the new acquisition.

·

The Group net released EUR 11.8 million in impairments

and provisions for credit risk, attributed to material

repayments of previously written-off receivables and

changes in the model, despite new establishments

from portfolio development in loans to individuals.

Consequently, the cost of risk was negative at -7 bps.

·

Other impairments and provisions were net established

in the amount of EUR 25.9 million, mainly due to

pending fee repayments in the Slovenian banks,

HR restructuring provisions in the Bank, and legal

provisions.

·

Based on substantially increased profit projections for

the upcoming five years (2024 onwards) and the higher

corporate income tax rate (nominal rates increased

from 19% to 22%), the Bank increased the recognised

part of the deferred tax assets by EUR 61.9 million

(EUR 48.4 million recognised income due to profit

projections and EUR 13.5 million due to increase of tax

rate). The unrecognised deferred tax assets amount to

EUR 127.7 million. Additionally, the deferred tax liability

for withholding tax on dividends, which are projected

to be paid in the foreseeable future in the amount of

EUR 9.6 million, was recorded on NLB Group.

·

Enhanced financial performance resulted in ROE a.t.

at 21.0%, which was 8.8 p.p. higher YoY (compared

to 12.2% in 2022 without the inclusion of negative

goodwill).

·

A sound financial position was confirmed by a robust

Total Capital Ratio (TCR) of 20.3%, which improved

by 1 p.p. YoY primarily due to the partial inclusion of

2023 result.

·

The multi-year declining trend of the non-performing

credit portfolio stock continued, mostly due to

repayments, cured clients, and collection. The

combination of successful resolution of NPL and credit

growth of a high-quality portfolio resulted in the

decrease of gross NPL ratio (EBA def.) from 2.4% to 2.1%

YoY, and the NPE ratio (EBA def.) by 0.2 p.p. YoY to 1.1%.

·

Unencumbered liquidity reserves portfolio amounted to

EUR 10,207.1 million (39.6% of total assets).

Recurring profit before impairments and provisions of

the Group, totalling EUR 606.3 million, was exceptional in

2023, with EUR 287.6 million or 90% higher YoY. In

Q1 2023, the result before impairments and provisions

was affected by the accrual of a one-time yearly

payment of regulatory costs in Slovenian banks

(EUR 2.9 million Single Resolution Fund (SRF)

and EUR 8.6 million Deposit Guarantee Scheme

(DGS)), in Q3 by EUR 4.0 million in donations to 20

municipalities affected by the floods in Slovenia, in

Q4 by EUR 5.0 million in additional donations for the

post-flood reconstruction effort, and a EUR 15.3 million

modification loss due to interest rate regulation on

housing loans in NLB Komercijalna Banka, Beograd.

Figure 13:

Result before impairments and provisions of NLB Group (in EUR millions)

124.8

146.1

168.2

152.3

-14.9

6.8

-1.3

-5.9

-14.5

-39.1

-18.2

-7.8

-6.4

-6.7

19.5

-36.1

2022

2023

Q1 2023

Q2 2023

Q3 2023

Q4 2023

354.9

645.4

136.2

155.2

180.5

173.5

Result before impairments and provisions w/o non-recurring income and regulatory costs

Non-recurring net non-interest income

Regulatory costs

338.3

591.4

+75%

### EUR 550.7 million

#### of net profit

![]()

48

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

All banks recorded a profit on a standalone basis

and positively contributed to the Group’s result. The

largest contribution of EUR 269.6 million came from

NLB, followed by NLB Komercijalna Banka, Beograd,

with EUR 131.7 million. The YoY contribution of NLB was

notably higher due to elevated net interest income

and net released impairment and provisions. The

SEE banks contributed 44% to the Group result with

growth achieved in all banks. For more information on

banks’ operations, see the chapters

NLB, Ljubljana

and

Strategic Foreign Markets

.

Figure 14:

Contribution to Profit after tax by bank member (in EUR millions)

EUR 550.7 million

48.9%

NLB

2.3%

N Banka

(i)

23.9%

NLB Komercijalna Banka, Beograd

NLB Banka, Skopje

7.2%

NLB Banka, Banja Luka

4.4%

NLB Banka, Sarajevo

2.3%

NLB Banka, Prishtina

5.4%

NLB Banka, Podgorica

4.4%

Other

1.1%

NLB

(i)

N Banka

(i)

NLB KB,

Beograd

(ii)

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

2022

2023

269.6

33.1

39.7

19.4

24.3

11.1

12.5

26.6

29.5

16.6

24.5

83.3

66.2

184.1

131.7

12.7

+224%

+99%

-93%

+20%

+26%

+12%

+11%

+48%

NGW

172.8

(i) Merger of NLB and N Banka on 1 September 2023.

(ii) Merger of NLB Komercijalna Banka, Beograd and NLB Banka, Beograd on 30 April 2022. The profit of NLB Komercijalna Banka, Beograd in 2022 also includes the profit of

NLB Banka, Beograd (EUR 2.2 million).

![]()

49

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Income statement

Table 11:

Income statement of NLB Group

in EUR millions

2023

2022

Change YoY

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Change QoQ

Net interest income

833.3

504.9

328.4

65%

231.9

221.5

201.0

179.0

10.4

5%

Net fee and commission income

278.0

273.4

4.6

2%

72.4

70.9

68.5

66.1

1.4

2%

Dividend income

0.2

0.2

-0.1

-30%

0.0

0.1

0.0

0.0

0.0

-68%

Net income from financial transactions

17.3

36.6

-19.3

-53%

-2.3

4.7

6.0

8.9

-7.0

-

Net other income

-35.4

-16.6

-18.9

-114%

-9.5

-8.0

-5.8

-12.1

-1.5

-18%

Net non-interest income

260.0

293.6

-33.7

-11%

60.6

67.7

68.7

63.0

-7.1

-10%

Total net operating income

1,093.3

798.5

294.7

37%

292.5

289.2

269.7

241.9

3.3

1%

Employee costs

-282.2

-257.7

-24.5

-10%

-74.7

-70.0

-70.6

-66.8

-4.7

-7%

Other general and administrative expenses

-170.5

-155.2

-15.2

-10%

-51.8

-38.8

-41.1

-38.7

-12.9

-33%

Depreciation and amortisation

-49.2

-47.4

-1.8

-4%

-13.7

-12.0

-11.8

-11.7

-1.7

-14%

Total costs

-501.9

-460.3

-41.6

-9%

-140.2

-120.9

-123.6

-117.1

-19.3

-16%

Result before impairments and provisions

591.4

338.3

253.2

75%

152.3

168.2

146.1

124.8

-15.9

-9%

Impairments and provisions for credit risk

11.8

-17.5

29.3

-

-15.0

-3.1

11.5

18.4

-11.8

-

Other impairments and provisions

-25.9

-11.4

-14.5

-128%

-13.0

-0.7

-6.2

-6.0

-12.4

-

Impairments and provisions

-14.1

-28.9

14.8

51%

-28.0

-3.8

5.4

12.4

-24.2

-

Share of profit from investments in

associates and joint ventures

1.1

0.8

0.3

37%

-0.2

0.7

0.3

0.3

-1.0

-

Negative goodwill

0.0

172.9

-172.9

-

0.0

0.0

0.0

0.0

0.0

-

Result before tax

578.4

483.1

95.3

20%

124.0

165.1

151.8

137.5

-41.1

-25%

Income tax

-15.1

-25.2

10.1

40%

42.8

-18.0

-25.9

-13.9

60.8

-

Result of non-controlling interests

12.6

11.0

1.7

15%

3.0

2.8

3.3

3.4

0.2

7%

Result after tax

550.7

446.9

103.8

23%

163.8

144.2

122.6

120.1

19.5

14%

![]()

50

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Net interest income

Figure 15:

Net interest income of NLB Group (in EUR millions)

-28.0

2022

2023

Q1 2023

Q2 2023

Q3 2023

Q4 2023

569.8

993.4

207.0

233.2

267.7

285.4

-64.9

-160.1

-32.2

-46.2

-53.5

Interest income

Interest expenses

504.9

833.3

179.0

201.0

221.5

231.9

+65%

The Group’s net interest income constituted 76% of the

Group’s total net revenues (2022: 63%) and reached

EUR 833.3 million.

A significant increase in the net interest income was

recorded in all Group banking members, supported

by loan volume growth from healthy demand for

loans coupled with prevailing higher interest rates.

The growth mainly came from loans to customers,

with EUR 253.7 million (EUR 98.3 million allocated to

individuals and EUR 155.4 million to corporate and

state), and balances at banks and central banks

amounting to EUR 127.7 million. At the same time,

interest expenses increased due to higher expenses

incurred from wholesale funding raised for the minimum

requirement for own funds and eligible liabilities (MREL)

and capital requirement, as well as higher expenses for

customer deposits.

Profitability protection is one of the NLB Group’s

priorities. Net interest income sensitivity, simulated

by 100 bps immediate parallel downward shift in

interest rates, yields a net interest income sensitivity

of EUR -101 million, mostly driven by the cash and

Euribor rate positions. Focus on stabilising net interest

income includes on-going increased fixed interest rate

loan production, active management of funding mix,

liabilities hedging activities, and increasing duration of

BB securities portfolio.

Funding cost grew at much lower pace than interest

rates on assets and consequently, the Group’s annual

net interest margin was improved by 1.21 p.p. to 3.50%

in 2023. The annual operational business margin was

4.75%, 1.19 p.p. higher YoY, mainly due to the net interest

income growth.

Figure 16:

Net interest margin and operational business margin of NLB Group

(i)

(quarterly data)

Q1 2023

Q2 2023

Q3 2023

Q4 2023

3.14%

4.99%

4.39%

4.89%

4.73%

Net interest margin

Operational business margin

3.46%

3.64%

3.74%

(i) Calculated based on average interest-bearing assets.

![]()

51

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Net non-interest income

Figure 17:

Net non-interest income of NLB Group (in EUR millions)

6.8

1.5

2.6

2.8

-3.1

-10.0

-1.3

-5.9

-14.5

19.5

0.7

2022

2023

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Net fee and commission income

Recurring other net non-interest income

Non-recurring other net non-interest income

278.0

-14.9

273.4

66.1

70.9

68.5

72.4

293.6

260.0

-11%

63.0

68.7

60.6

67.7

The overall YoY decrease in the net non-interest income

derives from the negative impact from non-recurring

income. In Q1, the gain of EUR 4.2 million was realised

from the sale of real estate in Serbia, and in Q3, EUR

4.0 million in donations were paid to 20 municipalities

affected by the floods in Slovenia. In Q4, there were EUR

5.0 million additional donations paid for the post-flood

reconstruction effort, and a EUR 15.3 million modification

loss was recorded for interest rate regulation on housing

loans in NLB Komercijalna Banka, Beograd. Additionally,

regulatory charges were also higher by EUR 2.9 million

YoY due to higher deposit base, mostly occurring in Q1

due to accrual of one-off expenses in Slovenia.

Despite a decline in the net non-interest income, the

net fee and commission income – a significant part of

it – recorded modest growth. The negative effects of

the cancellation of the high balance deposit fee in the

Bank and temporary measures for consumer protection,

particularly in Serbia, were effectively mitigated with

the positive impact of increased economic activity and

consumption, leading to higher fees across all banking

members. Additional positive influence on fees came

from the increased performance of investment funds,

bancassurance, and guarantee business.

![]()

52

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Total costs

Figure 18:

Total costs of NLB Group (in EUR millions)

11.7

11.8

12.0

13.7

38.7

41.1

38.8

51.8

2022

2023

Q1 2023

Q2 2023

Q3 2023

Q4 2023

257.7

155.2

170.5

47.4

49.2

282.2

Employee costs

Other general and administrative expenses

Depreciation and amortisation

66.8

70.6

70.0

74.7

460.3

501.9

117.1

123.6

120.9

140.2

+9%

Total costs amounted to EUR 501.9 million and were

9% higher than the previous year. The increase was

observed in all banks of the NLB Group, and was

primarily driven by a EUR 24.5 million rise in employee

costs and a EUR 15.2 million increase in other general

and administrative expenses. The escalation in

depreciation and amortisation resulted from higher

investment activity in the last quarter.

The growth of the other general and administrative

expenses can be attributed to the general inflationary

trends within the region, investments into technology

enhancements across the Group, growth of the leasing

and asset management activities, the intensive

integration process in Slovenia (EUR 9.2 million

integration costs in 2023), and costs related to new

acquisition. The Group is undertaking several initiatives

(some of them are channel strategy, digitalisation,

going paperless, instituting a lean process, and branch

network optimisation) to keep costs low. In Q3, some

cost optimisation and HR synergies related to the

merger of NLB and N Banka were observed. However,

owing to prevailing circumstances and current economic

situation, characterised by significant inflationary

pressures across all cost categories, many of the

successful efficiency measures across the Group were

nullified.

The costs were increasing throughout the year, with a

higher share occurring in the last quarter (28% of total

costs, the same as in the previous year) due to year-end

employee payments and higher IT and marketing costs

(sponsorships).

CIR stood at 45.9%, representing a significant 11.7 p.p.

improvement YoY, driven by strong net operating income

growth that outpaced the increase in total costs.

![]()

53

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Impairments and provisions

Figure 19:

Impairments and provisions of NLB Group (in EUR millions)

-3.1

-0.7

-17.5

-11.4

-25.9

11.8

2022

2023

Q1 2023

Q2 2023

Q3 2023

Q4 2023

Impairments and provisions for credit risk

Other impairments and provisions

18.4

-6.0

-6.2

-13.0

11.5

-15.0

-28.9

-14.1

-3.8

-28.0

12.4

5.4

CoR

(bps)

14

-7

The Group released net impairments and provisions

for credit risk in the amount of EUR 11.8 million. The

established impairments derived from portfolio

development, from new financing and minor portfolio

deterioration. In contrast, material repayments

of written-off receivables and changes in models

contributed to lower total impact and negative cost of

risk in the financial year.

Other impairments and provisions were net established

in the amount of EUR 25.9 million, mainly due to

pending fee repayments in the Slovenian banks and HR

restructuring provisions in the Bank.

![]()

54

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Corporate income tax and deferred taxes of NLB, Ljubljana

The effective tax rate in 2023 was significantly influenced

by several non-recurring items, with the most material

impact coming from the increase of deferred tax

assets. Based on a highly successful year in 2023 and

increased profit projections for the upcoming five

years (from 2024 onwards), NLB increased recognised

deferred tax assets of EUR 56.7 million in 2023 (EUR

48.4 million recognised in income statement and EUR

8.3 million in other comprehensive income). Deferred

taxes were additionally increased for EUR 14.9 million

due to a higher corporate income tax rate in the next

five years (2024 to 2028), namely EUR 13.5 million income

recognised in income statement and EUR 1.4 million in

other comprehensive income.

The other factor influencing the effective tax rate of

NLB was the non-taxable income, consisting mostly of

received dividends and the release of impairments of

equity investments in subsidiary banks. In addition,

tax losses carry-forward decreased 50% of the

taxable base.

The effective tax rate of NLB, excluding deferred tax

assets revaluation, non-taxable dividends, and non-

taxable reversal of equity investments, amounts to 11%

at NLB d.d., on group level 12% (excluding also non-

taxable interest from state bonds, according to the

local tax legislations). Including voluntary contributions

paid in Slovenia to Republic of Slovenia and Slovene

municipalities the equivalent rate amounts to 14%.

Based on the Reconstruction, Development and

Provision of Financial Resources Act, the tax on balance

sheet was introduced for the years 2024-2028 (yearly

tax liability is estimated to amount to more than EUR 30

million), and the tax rate for corporate income tax was

increased from 19% to 22% for the years 2024 to 2028.

From 2024 on, when these two changes will come into

effect, the overall contribution rate will be substantially

higher and is expected to be slightly less than 20% on

NLB Group level until 2028. When both changes expire,

and when NLB’s tax loss carry forward will be utilised,

we expect a regular effective tax/contribution rate of

around 15%.

The Minimum Tax Act was adopted in Slovenia in

December 2023 based on OECD Pillar 2 Model Rules

and related EU Directive. It is expected that the parent

company NLB will be liable to pay the top-up tax

concerning subsidiaries in non-EU jurisdictions that

have a statutory tax rate below 15%. Based on the first

estimates for the year 2024, we expect that the tax

liability shall not be material.

Table 12:

Effective tax and contribution rates

in EUR millions

NLB

NLB Group

Profit before tax

479

578

Non-taxable income

-236

0

Non-taxable dividends received

-138

0

Non-taxable reversal of equity investments

-98

0

Non-taxable interest from state bonds

0

-40

Taxable income

243

538

Adjustments

-145

-232

Utilization of tax loss carry forward

-115

-117

Other adjustments

(i)

-30

-115

Tax base

98

306

Corporate income tax (at 19%)

18

58

Withholding tax (mainly dividends) & other

8

8

Recognition and increase of DTAs

-62

-62

Non-recognised deferred tax assets on current loss and other

0

11

Total tax

-36

15

Regular tax payable (corporate income tax and withholding tax)

26

66

Effective tax rate for regular tax

11%

12%

Donations to state and municipalities

9

9

Contribution (regular tax and donations)

35

75

Overall contribution rate

14%

14%

(i) Effect of different tax rates in other countries is included in other adjustments.

![]()

55

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement of financial position

Table 13:

Statement of financial position of NLB Group

in EUR millions

31 Dec 2023

31 Dec 2022

Change YoY

31 Dec 2023

30 Sep 2023

30 Jun 2023

31 Mar 2023

ASSETS

Cash, cash balances at central banks, and

other demand deposits at banks

6,103.6

5,271.4

832.2

16%

6,103.6

5,815.7

5,760.4

5,304.3

Loans to banks

547.6

223.0

324.7

146%

547.6

518.6

304.7

329.1

Net loans to customers

13,734.6

13,073.0

661.6

5%

13,734.6

13,666.1

13,431.8

13,137.7

Gross loans to customers

14,063.6

13,397.3

666.2

5%

14,063.6

13,990.2

13,747.3

13,455.0

- Corporate

6,437.8

6,345.7

92.1

1%

6,437.8

6,526.0

6,454.4

6,269.3

- Individuals

7,235.3

6,743.4

491.9

7%

7,235.3

7,107.2

6,945.8

6,850.7

- State

390.4

308.2

82.3

27%

390.4

357.1

347.1

335.0

Impairments and valuation of loans to customers

-329.0

-324.4

-4.6

-1%

-329.0

-324.2

-315.5

-317.3

Financial assets

4,803.7

4,877.4

-73.8

-2%

4,803.7

4,653.1

4,553.7

4,582.5

- Trading book

15.8

21.6

-5.8

-27%

15.8

25.0

21.1

19.3

- Non-trading book

4,787.9

4,855.8

-68.0

-1%

4,787.9

4,628.1

4,532.6

4,563.3

Investments in subsidiaries, associates, and joint ventures

12.5

11.7

0.8

7%

12.5

13.0

12.3

12.0

Property and equipment

278.0

251.3

26.7

11%

278.0

257.1

254.3

252.1

Investment property

31.1

35.6

-4.5

-13%

31.1

33.1

34.5

35.3

Intangible assets

62.1

58.2

3.9

7%

62.1

55.4

56.1

56.9

Other assets

368.7

358.6

10.1

3%

368.7

266.0

293.6

301.9

TOTAL ASSETS

25,942.0

24,160.2

1,781.7

7%

25,942.0

25,278.0

24,701.5

24,011.8

LIABILITIES

Deposits from customers

20,732.7

20,027.7

705.0

4%

20,732.7

20,289.1

19,924.9

19,732.0

- Corporate

5,859.2

5,565.6

293.7

5%

5,859.2

5,676.8

5,363.7

5,331.8

- Individuals

14,460.3

13,948.7

511.6

4%

14,460.3

14,156.7

14,168.6

13,951.7

- State

413.2

513.4

-100.2

-20%

413.2

455.7

392.5

448.5

Deposits from banks and central banks

95.3

106.4

-11.1

-10%

95.3

127.2

107.4

107.4

Borrowings

240.1

281.1

-41.0

-15%

240.1

221.0

220.0

279.9

Subordinated debt securities

509.4

508.8

0.6

0%

509.4

529.0

520.0

513.2

Other debt securities in issue

828.8

307.2

521.6

170%

828.8

810.0

814.5

311.7

Other liabilities

587.6

506.7

80.9

16%

587.6

504.9

469.3

499.6

Equity

2,882.9

2,365.6

517.3

22%

2,882.9

2,734.9

2,586.1

2,507.6

Non-controlling interests

65.1

56.7

8.4

15%

65.1

61.9

59.2

60.3

TOTAL LIABILITIES AND EQUITY

25,942.0

24,160.2

1,781.7

7%

25,942.0

25,278.0

24,701.5

24,011.8

![]()

56

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The balance sheet volume of the Group totalled EUR

25,942.0 million at the end of the year and increased

by EUR 1,781.7 million YoY. Growth in the customer’s

loan book was fully financed with growth in customer

deposits, while additional MREL funding increased the

liquidity reserves.

Figure 20:

Balance sheet structure of NLB Group on 31 December 2023 (in EUR millions)

Deposits from

customers

20,733

Net loans

to customers

13,735

Cash equivalents

& placements

with banks

6,651

Financial assets

4,804

Total equity

2,948

Deposits

from state

2.0%

Deposits from

corporate

28.3%

Deposits

from

individuals

69.7%

20,733

Loans to state

2.8%

Loans to

corporate

45.6%

Loans to

individuals

51.6%

13,735

25,942

25,942

Deposits from banks

and central banks &

Borrowings

335

Other debt

securities in issue

829

Subordinated

debt securities

509

Other liabilities

588

Assets

Liabilities

Other assets

753

The LTD ratio (net) was 66.2% at the Group level;

a 1.0 p.p. YoY increase resulted from higher relative

increase of gross loans compared to deposits.

Figure 21:

NLB Group’s LTD ratio movement

31 Dec 2022

31 Dec 2023

LTD

Net loans (in EUR millions)

Deposits (in EUR millions)

13,073.0

20,027.7

13,734.6

20,732.7

65.3%

66.2%

![]()

57

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Assets

Figure 22:

Total assets of NLB Group – structure (in EUR millions)

715.5

752.5

5,494.3

6,651.2

13,073.0

13,734.6

4,877.4

4,803.7

Cash equivalents, placements with banks and loans to banks

Financial Assets

Net loans to customers

Other Assets

31 Dec 2022

31 Dec 2023

24,160.2

25,942.0

+7%

The distribution of total assets between countries was

similar to the previous year, with 57.2% of the total

assets related to the Group members located in Slovenia

and 19.6% in Serbia.

Figure 23:

Total assets of NLB Group by country (in %)

(i)

57.2%

Slovenia

20232022

0.1%

Other

0.1%

Other

3.6%

Montenegro

3.4%

Montenegro

4.7%

Kosovo

4.5%

Kosovo

7.5%

BiH

7.4%

BiH

7.3%

N. Macedonia

7.6%

N. Macedonia

19.6%

Serbia

19.3%

Serbia

57.7%

Slovenia

(i) The geographical analysis includes a breakdown of items with respect to the country in which individual NLB Group members are located.

![]()

58

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Figure 24:

NLB Group gross loans to customers dynamics (in EUR millions)

SEE Banks

(i)

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

Gross loans

Interest rates

6,743.4

3,448.0

3,220.9

6,653.9

3,664.5

3,050.3

7,235.3

3,608.8

3,523.1

6,828.2

3,667.8

3,245.4

+7%

+5%

+9%

+3%

+0%

+6%

NLB Group

Gross loans

to individuals

Gross loans

to corporate

& state

NLB

(i)(ii)

5.71%

3.84%

4.72%

5.66%

6.63%

4.74%

3.04%

5.09%

2.19%

4.61%

3.84%

5.50%

(i) On a standalone basis.

(ii) Merger of NLB and N Banka on 1 September 2023. Volumes for 2022 for N Banka and NLB, interest rates only for NLB.

The lending activity continued with stable growth in

2023. The highest increase of 9% was recorded in

loans to individuals in the SEE banks, with each Group

member bank recording high YoY growth from 5% to

18% in outstanding loan balances. The new production

of loans was high, with over EUR 900 million of new

consumer loans approved (10% more than in the

previous year).

Despite higher interest rates, the solid growth in the

volume of loans to individuals was also recorded in

Slovenia (NLB and N Banka), with stable new loan

production of housing loans in the contractual amount

of EUR 393.1 million in 2023 (EUR 749.5 million in 2022).

Conversely, the new production of consumer loans

improved, with EUR 394.1 million new deals approved in

2023 (EUR 268.3 million in 2022).

Most SEE banks also recorded growth in corporate and

state loans, with the highest 11% growth achieved in NLB

Komercijalna Banka, Beograd.

Gross loans to corporate and state in Slovenia increased

by EUR 3.3 million YoY where in the beginning of 2023,

the volume decreased by EUR 120 million due to the

repayment of extraordinary liquidity lines for energy

companies provided in December 2022. New production

was high, with almost EUR 1.3 billion in new loans

approved in 2023.

![]()

59

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Despite significant portfolio growth in all NLB Group

banks in 2023, the loan portfolio remained well-

diversified, and there was no large concentration in any

specific industry or client segment. In the retail portfolio

the volume of housing loans are still prevailing. Most of

the loan portfolio refers to the euro currency, while the

rest originates from the local currencies of the Group

banking members. From interest rate type, almost 66%

of the loan portfolio was linked to a fixed interest rate,

and the rest mainly to the Euribor reference rate.

Figure 25:

Loan portfolio

(i)

by segment, geography, currency, and interest rate type (in EUR millions)

by segment

(iv)

by geography

by currency

by interest rate

SME

3,764

19%

Corporates

2,865

14%

Retail housing

4,105

20%

Retail consumer

3,131

15%

State

(ii)

5,928

29%

Institutions

451

2%

#### EUR 20.2 billion

EUR

82%

RSD

8%

MKD

5%

BAM

4%

Other

1%

#### EUR 20.2 billion

Slovenia

10,811

53%

BiH

1,447

7%

N. Macedonia

1,493

7%

Montenegro

723

4%

Kosovo

1,016

5%

Other

(iii)

670

3%

Serbia

4,084

20%

#### EUR 20.2 billion

Fixed

66%

Floating

34%

#### EUR 20.2 billion

(i) The loan portfolio also includes account balances, required reserves at CBs, and demand deposits at banks.

(ii) State includes exposures to CBs.

(iii) The largest part represents EU members.

(iv) Segmentation following the company size defined in the Companies Act of an individual country in the region.

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60

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The banking book debt securities portfolio slightly

decreased YoY to EUR 4,687 million (book value),

constituting 18.1% of the Group’s total assets compared

to 19.7% in 2022. The portfolio’s average duration

at year-end was 2.8 years (2022: 2.7 years), and the

average yield was 0.55 p.p. higher in 2023, reaching

1.67%.

Figure 26:

Banking book debt securities portfolio by geography, asset class, currency, and maturity profile as at 31 December 2023 (in EUR millions)

Bank senior

unsecured

bonds

556

Covered bond

218

Multilateral bank bonds

136

GGB

140

Subordinated debt

38

Corporate bonds

15

Government

bonds

3,584

#### EUR 4,687 million

by asset class

% of total

portfolio

Slovenia

SEE

International

2024

2025-2026

2027-2028

2029+

107

357

771

235

636

647

105

241

647

256

78

607

26%

32%

21%

20%

1,235

1,518

993

941

maturity profile

RSD

507

USD

210

MKD

152

BAM

117

Other

20

EUR

3,681

#### EUR 4,687 million

by currency

Other

1,316

Serbia

720

Slovenia

703

France

376

Germany

275

N. Macedonia

270

Belgium

258

the Netherlands

230

BiH

191

Austria

191

Finland

158

#### EUR 4,687 million

by geography

Two business models are implemented, dividing the

portfolio into securities valued at fair value through

other comprehensive income (FVOCI) and securities

valued at amortised cost (AC). The FVOCI portfolio at

year-end represented 46.2% of the total Group debt

securities portfolio, 13.5 p.p. lower YoY, with an average

duration of 1.9 years. The negative valuation of FVOCI

Group’s debt securities portfolio during 2023 amounted

to EUR 89 million (the net of hedge accounting effects

and related deferred taxes). New FVOCI investments

are typically placed at a short duration. In contrast,

the AC portfolio at year-end increased to 53.8% of the

total Group debt securities portfolio, with an average

duration of 3.7 years. Unrealised losses of AC Group’s

debt securities portfolio during 2023 amounted to EUR

81 million. The ESG portfolio represented 6.5% of the

whole portfolio. Additional information is available in

the

NLB Group Sustainability Report 2023

.

![]()

61

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Liquidity position

The Group’s liquidity remains strong, with a high level of

unencumbered liquidity reserves in total assets (39.6%)

reflected in the LCR ratio of 245.7%, compared to 220.3%

at the end of 2022. The Group holds a comfortable

liquidity position, with liquidity ratios well above the

risk appetite limit at the Group and individual banking

member levels.

Figure 27:

LCR quarterly dynamic of NLB Group (in EUR millions)

31 Dec 2022

31 Mar 2023

30 Jun 2023

30 Sep 2023

31 Dec 2023

Stock of HQLA

Net liquidity outflow

LCR

6,028

2,737

6,505

2,657

7,012

2,854

6,132

2,651

6,688

2,800

220.3%

231.3%

244.8%

238.9%

245.7%

In 2023, the Group’s unencumbered liquidity reserves

increased by 11% YoY, comprising of cash, balances

with CB without minimum reserve requirement, the

debt securities portfolio, and credit claims eligible for

CB-secured funding operations. Among others, these

liquidity reserves provided the basis for future strategic

growth. The growth of unencumbered liquidity reserves

in 2023 can largely be attributed to the increase in CB

reserves, while values of other categories stayed at

similar levels throughout 2023. Encumbered liquidity

reserves, used for operational and regulatory purposes,

decreased by 66% YoY to EUR 41.5 million (excluding

obligatory reserves) and were excluded from the

liquidity reserves portfolio.

Figure 28:

Evolution of NLB Group unencumbered liquidity reserves (in EUR millions)

31 Dec 2022

31 Mar 2023

30 Jun 2023

30 Sep 2023

31 Dec 2023

ECB eligible credit claims

Cash & CB reserves

Trading book debt securities (market value)

Banking book debt securities (market value)

9,187.5

9,406.8

9,113.6

6.8%

43.8%

49.4%

0.0%

0.0%

0.0%

0.0%

0.0%

6.1%

49.0%

44.9%

6.6%

48.6%

44.8%

7.0%

45.9%

47.0%

6.3%

48.6%

45.0%

9,675.0

10,207.1

![]()

62

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Liabilities

Figure 29:

Total liabilities of NLB Group – structure (in EUR millions)

106.4

95.3

20,027.7

20,732.7

281.1

240.1

508.8

509.4

307.2

828.8

506.7

587.6

Deposit from customers

Deposit from banks and central banks

Borrowings

Subordinated liabilities

Other debt securities in issue

Other liabilities

31 Dec 2022

31 Dec 2023

21,737.9

22,994.0

+6%

The total liabilities of the Group increased and

amounted to EUR 22,994.0 million, with additional EUR

2,948.0 of total equity. The Group’s funding base was

dominated by customer deposits, accounting for 80%.

Sight deposits prevailed; however, due to increased

interest rates and attractive offers on term deposits,

the share of term deposits increased by 3 p.p. in 2023

and accounted for 16% (13% at the end of 2022). Most

customer deposits were from individuals (70%, the same

as at the end of 2022).

![]()

63

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Figure 30:

NLB Group deposits from customers dynamics (in EUR millions)

402.0

702.3

306.2

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

31 Dec 2023

5,102.6

976.4

2,886.8

670.7

5,276.9

995.6

2,833.0

504.7

2,474.2

509.1

Sight deposits

Term deposits

Interest rates

6,079.0

6,272.4

+3%

3,557.4

3,337.7

-6%

Deposits from

corporate &

state

4,359.6

1,263.3

12,283.4

1,665.3

12,177.7

2,282.6

4,336.1

1,580.4

13,948.7

14,640.3

SEE Banks

(i)

+4%

8,325.8

8,543.8

+3%

5,623.0

5,916.5

+5%

NLB Group

Deposits from

individuals

NLB

(i)(ii)

7,841.6

2,282.2

7,923.8

2,588.5

2,983.3

+15%

0.10%

0.33%

0.05%

0.35%

0.17%

0.32%

0.51%

0.18%

0.25%

0.05%

0.37%

0.11%

(i) On a standalone basis.

(ii) Merger of NLB and N Banka on 1 September 2023. Volumes for 2022 for N Banka and NLB, interest rates only for NLB.

Deposits from customers increased by 4% YoY. The

largest increase of 15% was recorded in the corporate

and state deposits in the SEE banks due to the improved

economic situation in the region. In the Bank, the

corporate and state deposit base decreased due to the

high price elasticity of the certain large corporate and

state clients.

Deposits from individuals recorded growth in all bank

members, 3% in the Bank and 5% in SEE banks. The

Bank’s share of term and savings accounts increased

by 5 p.p. YoY to 48%, with term deposit volume in 2023

increasing by more than EUR 350 million, mainly in

the last four months due to an attractive offer on term

deposits. For more information on the average cost of

funding, please refer to the chapter

Funding Strategy,

Capital, and MREL Compliance

.

![]()

64

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

On the assets side, the securities portfolio has a duration

of 2.9 years and a loan portfolio of 2.4 years. A large

weight in the duration of total assets also has assets

with the central bank, which lowers the duration of total

assets to 1.9 years. On the liabilities side, the issued

securities portfolio has a duration of 1.9 years and a

term deposits portfolio of 0.9 year. The largest weight

in the duration of total liabilities has a portfolio of sight

deposits, which lowers the duration of total liabilities

to 0.5 years. Total duration GAP of banking book

derivatives is -2.3 years.

(i) Included are cash flows and not carring amount.

Figure 31:

Duration overview (balance sheet items in EUR millions)

(i)

1,310

Derivates 1,084

Loans and advances

14,624

Debt securities

4,414

Interbank 654

Central bank

5,905

Equity 2,883

Derivates 1,084

Sight deposits 17,100

Term deposits 3,735

Debt securities issued

Interbank 778

Assets

Liabilities

26,680

O/N

1.6 Y

1.9 Y

0.9 Y

0.6 Y

2.9 Y

O/N

2.4 Y

3.7 Y

1.4 Y

26,680

![]()

65

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Off-balance sheet items

Figure 32:

Off-balance sheet items of NLB Group (in EUR millions)

Guarantees

Letters of credit

Loan commitments

Derivatives

41.0

35.0

2,140.8

2,487.5

1,631.6

31 Dec 2022

31 Dec 2023

5,449.5

6,300.8

1,496.0

2,407.1

1,511.3

+16%

Off-balance sheet items of the Group amounted to

EUR 6,300.8 million and were primarily comprised

of guarantees (26%), loan commitments (39%), and

derivatives (34%).

Loan commitments were primarily divided between

loans (60%), overdrafts (15% retail and 11% corporate),

and cards (16%). Most of the Group’s derivatives were

concluded by the Bank either for hedging the banking

book or trading with customers.

The substantial augmentation in derivatives trading

volume primarily came from several key factors. Firstly,

a significant portion of this increase, totalling EUR

450 million, can be attributed to hedging the senior

preferred bond issued in June 2023. Secondly, newly

participation from NLB Group members was notable,

as they engaged in hedging activities concerning their

respective positions in the banking book. Lastly, the

consolidation efforts following the merger of N Banka

with NLB led to a notable surge, particularly through the

novation of existing derivatives contracts.

![]()

66

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Segment Analysis

6

6 N Banka is included in the segment analysis for the years 2023 and 2022 as an independent legal entity; in the segment analysis

for the year 2023, it is included with the result for the period 1 January – 31 August 2023.

#### Core Segments

Retail Banking in Slovenia

includes banking with

individuals and micro companies (NLB and N Banka),

asset management (NLB Skladi), and part of subsidiary

NLB Lease&Go, Ljubljana that includes operations with

retail clients, as well as the contribution to the result of

the associated company Bankart.

Corporate and Investment Banking in Slovenia

includes

banking with Key Corporate Clients, SMEs, Cross-Border

Corporate Financing, Investment Banking and Custody,

Restructuring and Workout in NLB and N Banka, and

part of the subsidiary NLB Lease&Go, Ljubljana that

includes operations with corporate clients.

Financial Markets in Slovenia

include treasury activities

and trading with financial instruments, while they also

present the results of asset and liabilities management

(ALM) in both, NLB and N Banka.

Strategic Foreign Markets

consist of the operations of

strategic Group banks in the strategic markets (Serbia,

North Macedonia, Bosnia and Herzegovina, Kosovo,

and Montenegro), as well as investment company

KomBank Invest, Beograd, NLB DigIT, Beograd,

NLB Lease&Go, Skopje and NLB Lease&Go Leasing,

Beograd.

Other

activities include categories in NLB and N Banka

whose operating results cannot be allocated to specific

segments, including negative goodwill from acquisition

of N Banka and NLB Lease&Go Leasing, Beograd in

2022 as well as subsidiaries NLB Cultural Heritage

Management Institute and Privatinvest.

#### Non-Core Segment

Non-Core Members

include the operations of non-core

NLB Group members, namely REAM and leasing entities

in liquidation, NLB Srbija, and NLB Crna Gora.

Table 14:

Segments of NLB Group

NLB Group

Core Segments

Non-Core Segment

Retail Banking in

Slovenia

Corporate and

Investment Banking in

Slovenia

Financial Markets in

Slovenia

Strategic Foreign

Markets

Other

Non-Core Members

Profit b.t. (in EUR millions)

578

182

87

35

292

-7

-10

Contribution to Group’s profit b.t.

100%

31%

15%

6%

50%

-1%

-2%

Total assets (in EUR millions)

25,942

3,791

3,376

7,232

11,059

436

47

% of total assets

100%

15%

13%

28%

43%

2%

0%

CIR

45.9%

41.9%

47.1%

24.5%

46.4%

240.0%

/

Cost of risk (bps)

-7

56

-36

/

-13

/

/

NLB Group’s main indicator of a segment’s efficiency is net profit before tax. No revenues were generated from

transactions with a single external customer that would amount to 10% or more of the Group's revenues.

![]()

67

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB, Ljubljana

NLB, as Slovenia’s largest and systematically

important bank, has demonstrated remarkable

business resilience in the dynamic economic landscape

this year. Bolstered by the successful merger with

N Banka in September, the Bank has expanded

its footprint, securing a substantial market share,

including in both retail and corporate lending. In

2023, NLB achieved a milestone with a record-high

profit. The interest rate environment contributed to a

considerable increase in net interest income.

Moreover, income from dividends (EUR 145.3 million),

the release of impairments of equity investments

(EUR 97.8 million), and deferred tax assets

(EUR 61.9 million) materially added to the overall result.

Demonstrating responsibility as a key player in the

market, NLB proactively addressed the aftermath of

August’s floods in Slovenia. The Bank donated

EUR 4.0 million to the 20 affected municipalities and

made a one-time payment of EUR 5.0 million to the

Reconstruction Fund, showcasing its commitment

to corporate social responsibility and

community welfare.

#### EUR 514 million

#### result a.t.

49%

#### contribution to NLB Group’s result a.t.

#### Largest

#### bank in the country

#### (by total assets)

30.2%

#### market share by total assets

#### Financial and Business Performance

Table 15:

Key performance indicators of NLB

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

372,566

177,027

110%

Net non-interest income

265,946

189,153

41%

Total costs

-237,864

-207,866

-14%

Impairments and provisions

78,098

5,756

-

Result before tax

478,746

164,070

192%

Result after tax

514,287

159,602

-

Financial position statement indicators

Total assets

16,014,776

13,939,333

15%

Net loans to customers

7,156,068

6,062,305

18%

Gross loans to customers

7,276,656

6,157,442

18%

Deposits from customers

11,881,563

10,984,411

8%

Equity

2,249,451

1,602,870

40%

Key financial indicators

Total capital ratio

25.2%

25.6%

-0.3 p.p.

Net interest margin

2.8%

1.5%

1.3 p.p.

ROE a.t.

27.9%

10.2%

17.7 p.p.

ROA a.t.

3.5%

1.2%

2.3 p.p.

CIR

37.3%

56.8%

-19.5 p.p.

NPL volume

138,004

111,170

24%

NPL ratio (internal def.: NPL/Total loans)

1.2%

1.1%

0.0 p.p.

Market share by total assets

30.2%

27.6%

2.6 p.p.

LTD

60.2%

55.2%

5.0 p.p.

(i) Data on a stand-alone basis as included in the Group’s consolidated financial statements. Merger of NLB and N Banka on 1 September 2023.

![]()

68

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Table 16:

Key performance indicators of N Banka

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

27,822

25,270

10%

Net non-interest income

5,225

10,453

-50%

Total costs

-16,811

-22,976

27%

Impairments and provisions

511

925

-45%

Result before tax

16,747

13,672

22%

Result after tax

13,389

11,085

21%

Financial position statement indicators

Total assets

1,293,280

-

Net loans to customers

939,238

-

Gross loans to customers

955,035

-

Deposits from customers

898,768

-

Equity

186,423

-

Key financial indicators

Total capital ratio

21.4%

-21.4 p.p.

Net interest margin

2.0%

-2.0 p.p.

CIR

64.3%

-64.3 p.p.

NPL volume

23,633

-

NPL ratio (internal def.: NPL/Total loans)

1.9%

-1.9 p.p.

Market share by total assets

2.6%

-2.6 p.p.

LTD

104.5%

-104.5 p.p.

(i) Data on a stand-alone basis as included in the Group’s consolidated financial statements. N banka's internal calculation of net interest margin and

total capital ratio. Data for 2022 are for the period March-December. Data for 2023 are for the period January-August, merger of NLB and N Banka on

1 September 2023.

Table 17:

Capital realisation YoY and surplus of NLB

in EUR millions

31 Dec 2023

31 Dec 2022

Change YoY

Surplus

31 Dec 2023

Common Equity Tier 1 capital (CET1)

1,734.6

1,414.7

319.9

1,045.9

Tier 1 capital

1,816.6

1,496.7

319.9

989.8

Total capital

2,324.1

2,004.2

319.9

1,313.1

Total risk exposure amount (RWA)

9,207.5

7,832.7

1,374.8

Common Equity Tier 1 Ratio

18.8%

18.1%

0.8 p.p.

11.4 p.p.

Tier 1 Ratio

19.7%

19.1%

0.6 p.p.

2.9 p.p.

Total Capital Ratio

25.2%

25.6%

-0.3 p.p.

4.2 p.p.

![]()

#### The pursuit of excellence knows no boundaries.

Cedevita Olimpija

basketball team

#### … as well as the dignified handling of defeats, we find inspiration.

![]()

70

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Retail Banking in Slovenia

The Bank has prioritised customers’ needs and experience and recently integrated N Banka, thereby strengthening

its position as the market leader in retail banking. The Bank offers tailored product and service options to cater

to different customer segments, and it is accessible through various channels such as traditional branch offices, a

mobile branch on wheels, and an extensive ATM network, ensuring that customers can conveniently reach the Bank

anytime, anywhere. The Bank proudly offers clients 24/7 access to its services via the Contact Centre and digital

banking and remains committed to delivering the highest standards of excellence in everything it does. The Bank’s

primary objective is to strive to be the best and most innovative bank, particularly in providing digital services to its

customers, leveraging its strategic assets and transforming the sales process to enhance the user experience.

#### Financial and Business Performance

Table 18:

Performance of the Retail Banking in Slovenia segment

in EUR millions consolidated

2023

2022

Change YoY

Net interest income

264.7

104.8

159.9

153%

Net interest income from Assets

(i)

87.2

95.8

-8.5

-9%

Net interest income from Liabilities

(i)

177.5

9.1

168.4

-

Net non-interest income

102.3

106.7

-4.4

-4%

o/w Net fee and commission income

114.1

113.2

0.9

1%

Total net operating income

367.0

211.5

155.5

74%

Total costs

-153.8

-144.0

-9.8

-7%

Result before impairments and provisions

213.2

67.4

145.7

-

Impairments and provisions

-32.6

-21.4

-11.2

-52%

Share of profit from investments in

associates and joint ventures

1.1

0.8

0.3

37%

Result before tax

181.7

46.8

134.9

-

31 Dec 2023

31 Dec 2022

Change YoY

Net loans to customers

3,694.2

3,586.5

107.7

3%

Gross loans to customers

3,760.8

3,641.0

119.8

3%

Housing loans

2,483.5

2,430.8

52.7

2%

Interest rate on housing loans

(ii)

3.07%

2.35%

0.72 p.p.

Consumer loans

818.5

722.1

96.5

13%

Interest rate on consumer loans

(ii)

8.14%

7.11%

1.03 p.p.

NLB Lease&Go, Ljubljana

98.2

69.0

29.2

42%

Other

360.6

419.2

-58.6

-14%

Deposits from customers

9,357.8

9,085.8

272.0

3%

Interest rate on deposits

(ii)

0.32%

0.05%

0.27 p.p.

Non-performing loans (gross)

77.3

67.7

9.6

14%

2023

2022

Change YoY

Cost of risk (in bps)

56

58

-3

CIR

41.9%

68.1%

-26.2 p.p.

Net interest margin

(ii)

4.17%

1.70%

2.48 p.p.

(i) Net interest income from assets and liabilities using Fund Transfer Pricing (FTP).

(ii) Net interest margin and interest rates before the merger of NLB and N Banka only for NLB. The segment’s net interest margin is calculated as the ratio

between annualised net interest income (i) and the sum of average interest-bearing assets and liabilities divided by 2.

Figure 33:

Contribution to NLB Group

Result b.t.

31%

Net interest income

32%

Net non-interest

income

39%

![]()

71

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Net interest income

experienced a substantial YoY

increase, primarily driven by higher volumes and the

positive impact of the key ECB interest rate hike on the

segment’s income from clients’ deposits. The average

interest rate on deposits increased by 27 bps YoY by

providing more attractive offerings on interest rates for

term deposits and savings accounts for individuals –

which clients perceived positively. Consequently, the

deposit base increased by 3% YoY, with a shift towards

long-term deposits. The term deposit volume in 2023

increased by over EUR 350 million, particularly in the

last four months of 2023. Solid growth in the volume of

loans to individuals was also recorded, with stable new

loan production of housing loans and higher new

production of consumer loans, especially in the second

half of the year (EUR 394.1 million new deals were

approved in 2023 vs. EUR 268.3 million in 2022). This

increase is related to the adjustments of

macroprudential restrictions on consumer lending,

which changed the minimum creditworthiness amount

for consumers.

Net fee and commission income

remained stable YoY.

The positive impact of increased economic activity

and consumption, with an additional positive influence

on fees from the increase of investment in funds and

bancassurance business, was entirely offset by the

cancellation of the high balance deposit fee – which

in

2022 amounted to EUR 1.8 million.

#### 30.2% and 29.8% market share in housing loans and consumer loans

The segment’s

total costs

increased YoY due to general

inflationary trends within the region, investments into

technology enhancements, and the integration process

of NLB and N Banka.

Impairments and provisions

for credit risk were

net established due to the portfolio development,

repayments of written-off receivables and changes

in models. Other provisions were related to potential

liability concerning the pending fee repayments.

The operational merger of N Banka was successfully

completed at the beginning of September. With the

merger, the Bank again confirmed its systemically

important position in the market. The market share in

retail lending and deposit-taking stayed at the same

level at 29.5% and 33.5%, respectively. The retail part of

NLB Lease&Go, Ljubljana, continued growing steadily

and recorded a 42.3% portfolio increase YoY.

Figure 34:

Market share of net loans to individuals and market share of deposits from individuals

Sight deposits

Short-term deposits

Long-term deposits

31 Dec 2021

Housing loans

Consumer loans

26.9%

29.6%

29.8%

24.4%

30.5%

30.2%

31 Dec 2022

31 Dec 2023

31 Dec 2021

15.2%

33.9%

21.5%

25.1%

36.9%

7.3%

36.1%

9.8%

5.8%

31 Dec 2022

31 Dec 2023

#### Customer experience is our focus

The Bank’s

product and service development

is

primarily driven by the requirements and expectations

of its clients. In addition, the Bank tailors its offer to suit

specific segments and devises processes to support its

clients’ life situations. The sales approach and the offer

are uniquely tailored to each segment, serving as the

foundation for the Bank’s initiatives and business

models. To enhance user experience, the Bank is

broadening its spectrum of services to cater to an array

of diverse segments.

In Valicon’s Client Satisfaction Survey (CSS), the

Customer Satisfaction Index indicator measures

long-term relationship with clients. The Net Promoter

Score (NPS) indicates transactional satisfaction after

a completed service. The Bank’s

client satisfaction

remained stable and better than the competition in

2023. Furthermore, clients expressed a higher level of

satisfaction with the Bank’s advisors. Kindness and

competence are valued the most and are the main

reasons for high client satisfaction (80 vs. 73 for the

competition). The NPS for 2023 shows a stable level of

satisfaction with a value of 61 (the benchmark for the

financial sector in 2023 is 52 based on SurveyMonkey

global benchmark), influenced mostly by the high

satisfaction with advisory service.

In the

integration process

, clients of N Banka have

switched to NLB services and solutions. In addition, the

Bank introduced some of its established good practices

and services, such as a revolving card offer and a

partnership model, focusing on providing a positive user

experience.

#### Successful migration and integration of N Banka clients

![]()

72

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Added value for our clients

Private banking

is a leading banking provider for

this segment in the market and an integral part of the

Bank’s offering, showing a substantial 24% YoY growth

in assets under management. Also, the client base has

expanded notably by 17% YoY to 2,347 clients. Products

and services are carefully selected and tailored to meet

the unique needs of these clients. The Bank provides

comprehensive wealth management, combining

banking and financial products, along with a full

spectrum of advisory services. Dedication to providing

exceptional service has been recognised by Euromoney,

which awarded the Bank’s Private Banking segment

as Slovenia’s Best Private Bank for High Net Worth

Individuals in 2023.

Figure 35:

Assets under management and the number of

private banking clients

NLB Skladi

, Slovenia’s largest asset management

company, maintains a high market share of 39.6%.

Net inflows in 2023 amounted to EUR 171.3 million,

accounting for 50.5% of all net inflows in the market.

The total assets under management grew by 20% YtD

to reach EUR 2,360.3 million, of which EUR 1,896.3 million

is from mutual funds and EUR 464.0 million is from the

discretionary portfolio.

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

1,075

1,580

1,243

1,800

1,377

2,000

1,711

2,347

AuM (in EUR millions)

# of Clients

In cooperation with

NLB Lease&Go, Ljubljana,

the

Bank extended its range of financial services to private

individuals. Clients can now visit the branch offices

for expert advice and high-quality financial services

to choose the best leasing solution that is tailored to

their needs. The NLB Quick Leasing model covers the

digital aspect, enabling simple and quick car financing

approval through an E2E digital process.

The Bank is the largest provider of

bancassurance

on the market, with the insurance companies Vita,

življenska zavarovalnica, Generali Zavarovalnica, and

Zavarovalnica Triglav being its long-term partners.

Moreover,

Vita

’s model of exclusive distribution of life

and health insurance products again resulted in record

business volume for these insurance types. Vita also

introduced new health insurance, NLB Vita Diseases,

which provides coverage in the event of one or more

severe illnesses and further improved its digital footprint

within Bank’s digital solutions.

Figure 36:

Active clients’ penetration

(i)

of ancillary business

(i) Drop in bancassurance product due to migrated N Banka’s clients

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

17.1%

16.8%

17.4%

17.1%

10.9%

9.4%

10.6%

10.3%

2.2%

2.2%

2.6%

2.5%

NLB Skladi

Vita

Generali

#### Strong and stable market position in lending, deposits, and asset management

![]()

73

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

loans and overdraft sales were completed via the CC in

2023.

The Bank is promoting the advisory role of its

branch offices

, focusing on shifting transactional

business to digital and card-based services. The goal

of this redirection is to decrease cash-based

transactions. With an increasing number of clients using

digital banking and 24/7 accessible channels such as CC

and ATMs, the Bank is closer to achieving its goal. With

one of the largest

ATM

networks in the country, the Bank

also upgraded ATMs to be more friendly to blind and

visually impaired customers.

The Bank is proactively promoting the digitisation of

payments through various activities. The Group’s mobile

wallet

NLB Pay

was significantly improved to become

the digital wallet of choice, with Google Pay being an

option for paying, Flik P2P (person-to-person), and

e-commerce payments gained significant traction and

boosted use and improved various customer journeys.

The Bank has also offered the most flexible credit

card 3-in-1 feature, offering to customers all relevant

financing options on credit cards: charge, revolving, or

instalment options.

The implementation of the new Group’s mobile

POS terminal solution, the

NLB Smart POS

, was

well-received

by micro-segment, small businesses,

and other merchants, enabling them to provide simple,

fast, and safe services.

Figure 38:

NLB Pay volume of transactions (in EUR thousands)

2020

2021

2022

2023

12,577

36,218

58,924

+108.7%

122,952

The Bank has introduced the possibility of returning

part of the value of purchases to customers called

NLB Cashback

for card payments. The service, also

implemented across the Group, is a novelty in the

Slovenian market. The City of Ljubljana has become

the first open loop transit city in the region, as the Bank

introduced a transit-ready solution for cards acceptance

for transit payments.

#### Approaching clients

Customers’ digital activity

continues rising, driven

entirely by mobile, impacted by customer base

demographics. To grow mobile usage even more, the

Bank will continue to add a broader range of servicing

functionalities to the new omnichannel solution NLB

Klik. A more comprehensive range of services will boost

higher digital adoption and engagement. With the new

solution, the Bank witnessed another boost in active

digital users by 14% YoY and active digital penetration

by 5.5 p.p. YoY.

Figure 37:

Digital penetration

(i)

(i) Share of active digital users in # of clients with an active transactional

account.

When introducing changes, the

Contact Centre

(CC), the

only 24/7 available banking contact point in Slovenia,

plays a crucial role for the Bank’s clients who need

assistance or have inquiries regarding the Bank’s

products or channels. It is also well-accepted as a virtual

bank for contracting new products, as 11% of consumer

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

61%

43%

56%

49%

### Top Retail banking institution in Slovenia

### Launch of new digital bank

### NLB Klik

![]()

74

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Corporate and Investment

#### Banking in Slovenia

The Bank reaffirmed its position as a leading and systemic player in its home region. It continues to support

corporate clients with daily banking and tailor-made comprehensive solutions, including trade finance, corporate

finance, and cross-border financing. The Bank also strongly emphasises sustainability in all its operations.

#### Financial and Business Performance

Table 19:

Performance of the Corporate and Investment Banking in Slovenia segment

in EUR millions consolidated

2023

2022

Change YoY

Net interest income

106.5

52.9

53.5

101%

Net interest income from Assets

(i)

62.2

53.7

8.5

16%

Net interest income from Liabilities

(i)

44.3

-0.8

45.1

-

Net non-interest income

42.7

52.3

-9.5

-18%

o/w Net fee and commission income

40.2

43.6

-3.3

-8%

Total net operating income

149.2

105.2

44.0

42%

Total costs

-70.2

-65.1

-5.1

-8%

Result before impairments and provisions

79.0

40.1

38.9

97%

Impairments and provisions

7.9

12.2

-4.2

-35%

Result before tax

86.9

52.3

34.6

66%

31 Dec 2023

31 Dec 2022

Change YoY

Net loans to customers

3,360.2

3,370.1

-9.9

0%

Gross loans to customers

3,413.2

3,424.6

-11.3

0%

Corporate

3,306.7

3,311.5

-4.8

0%

Key/SME/Cross-Border Corporates

3,049.5

3,129.9

-80.4

-3%

Interest rate on Key/SME/Cross Border

Corporates loans

(ii)

4.54%

1.95%

2.59 p.p.

Investment banking

0.1

0.1

0.0

8%

Restructuring and Workout

97.7

60.8

36.9

61%

NLB Lease&Go, Ljubljana

159.4

120.7

38.7

32%

State

105.6

112.9

-7.3

-6%

Interest rate on State loans

(ii)

5.95%

2.59%

3.36 p.p.

Deposits from customers

2,471.8

2,731.0

-259.1

-9%

Interest rate on deposits

(ii)

0.28%

0.07%

0.21 p.p.

Non-performing loans (gross)

61.8

67.6

-5.8

-9%

2023

2022

Change YoY

Cost of risk (in bps)

-36

-42

6

CIR

47.1%

61.9%

-14.8 p.p.

Net interest margin

(ii)

3.55%

1.80%

1.74 p.p.

(i) Net interest income from assets and liabilities using FTP.

(ii) Net interest margin and interest rates before the merger of NLB and N Banka only for NLB. The segment’s net interest margin is calculated as the ratio

between annualised net interest income (i) and the sum of average interest-bearing assets and liabilities divided by 2.

Figure 39:

Contribution to NLB Group

Result b.t.

15%

Net interest income

13%

Net non-interest

income

16%

25.7%

#### market share in loans to customers

![]()

75

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

In Corporate and Investment Banking, the Bank

continues its long tradition and commitment to

sustainable and long-term business relationships.

Cooperating with almost 11,000 corporate clients, the

business’s principal revolves around customer centricity

and addressing clients’ actual needs. The Bank provides

extensive and customised financial solutions to support

the broader economy.

In 2023, the Bank successfully organised nine regional

events for its corporate clients, with topical themes on

ESG: Thinking Entrepreneurially, Acting Sustainably

(Taxonomy) and AI: Artificial and Human Intelligence

Partnering for Business Success.

In September, the Bank successfully migrated and

integrated N Banka’s clients.

Figure 40:

Market share in Corporate Banking in Slovenia

(i) Change in methodology, received loans are excluded from the

calculation.

Similar to the retail segment, the notable YoY rise in

net interest income

was primarily driven by the loan

volume and deposit margin. Deposit interest rates, being

less sensitive to market rate volatility, earned a higher

segment income in a rising market rate environment,

considering the short maturity of the deposit base. In

contrast, the loan market has become increasingly

competitive, and client rates have not increased fully to

reflect recent market rate movements, resulting in slight

decrease in interest margins on the loan portfolio.

31 Dec 2021

31 Dec 2022

31 Dec 2023

31.5%

20.0%

18.3%

39.0%

38.6%

25.7%

25.3%

23.4%

23.8%

Market share in loans to customers

Market share in deposits from customers

(i)

Market share in guarantees and letters of credit

Net fee and commission income

decreased YoY due to

the cancellation of the high balance deposit fee, which

amounted to EUR 5.7 million in 2022, partially offset

by higher fees from guarantees (EUR 1.3 million) and

payment transactions (EUR 0.6 million).

The segment faced 8% YoY higher

costs

as operating

costs increased, stemming from the general inflationary

trends within the region, investments into technology

enhancements, and the integration process of NLB and

N Banka.

Impairments and provisions

were net released in

the amount of EUR 7.9 million due to the portfolio

development and successful workout resolution.

The

volume of gross loans

decreased by EUR 11.3

million YoY, primarily due to EUR 120 million repaid

extraordinary liquidity credit lines from the energy

sector, which was approved in December 2022, and less

predictable business environment influencing corporate

clients to be more cautious when taking business

decisions and investing in development projects.

However, the Bank has been steadily increasing its

market share in loans to the current 25.7%.

The

volume of deposits

decreased by 9% YoY, due to

the high price elasticity of certain large corporate clients

and slight decline in market share. Nevertheless, the

Bank kept a solid deposit base, with most clients having

house-bank relationships.

#### Comprehensive solution offering

#### Sustainable Finance

Corporate Banking continued with successful financing

of the green transformation project throughout the

region, encompassing the renovations of electricity

distribution networks in Slovenia, the construction of

a wind farm in the region, energy renovation of larger

buildings, and the establishment of electric battery

production in Slovenia. The Bank is increasing its share

of financing the

green transformation

of Slovenian

companies and beyond.

Following the August floods, the Bank has taken

immediate measures to support the economy to

recover from the consequences of the floods, including

a more favourable loan line of EUR 100 million, and a

moratorium on the repayment of loan obligations, if

required.

#### Trade finance solutions

In the

trade finance

, the Bank maintains its

leading

position in the region, with a 38.6% market shares. The

guarantee portfolio increased by 29.5% compared to

the previous year.

The Bank’s guarantees support all major infrastructure

projects in Slovenia and the region. Through all types

of letters of credit, which are also structured to enable

financing, the Bank reduces payment and performance

risks for exporters and importers.

A strong focus has been given to purchasing the

receivables business, including introducing a reverse

factoring product developed in Q4 2022.

#### Cross-Border Financing

Cross-Border activities

have seen substantial

development in 2023. Key highlights include EUR 175

million of signed loan facilities in 2023, combined

with EUR 435 million in outstanding portfolio, and

additionally EUR 100 million in still undisbursed loans by

the end of 2023. Most of these financings were intended

to support green and sustainable projects (newly signed

loans at approx. EUR 50 million) in the home region

while supporting other key industries like infrastructure,

energy, and real estate.

Outside the home region, activities were concentrated

on granting Schuldschein loans to major international

investment-grade-rated companies from the Nordics

#### NLB is the first choice for corporate clients in Slovenia

38.6%

#### market share in guarantees and letters of credit

![]()

76

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

and Western Europe. Additionally, there has been a

strong emphasis on forming strategic partnerships

with key stakeholders (developers, equity/quasi-equity

providers, investors, and commercial and development

banks), especially in the sustainable finance universe,

both regionally and globally.

#### Investment banking & Custody

The Bank executed clients’ buy and sell orders in the

amount of EUR

942.6 million within

brokerage services

in 2023. In dealing with financial instruments, the Bank

conducted foreign exchange spot deals amounting

to EUR 1,094.8 million, and transactions involving

derivatives reached EUR 173.4 million in 2023.

The NLB

trading platform

has been thriving, offering

clients the best possible interaction with the Bank for

executing financial instrument deals. The services for

buying and selling physical gold, introduced last year,

have also shown considerable growth and high interest

on the clients’ side in 2023.

The Bank has been actively involved in the financial

advisory business. In addition to the M&A and advisory

business, it was engaged in the organisation of

syndicated loans (as a sole mandated lead arranger)

in the amount of EUR 304 million (NLB participating in

financing with EUR 162 million), and organising the bond

issuing (as a lead arranger or joint lead arranger) in the

nominal amount of EUR 523 million.

The Bank remains among the top Slovenian players

in

custodian services

for Slovenian and international

clients. The total value of assets under custody on

domestic and foreign markets has increased throughout

the year, amounting to EUR 18.6 billion at the end of the

year (31 December 2022: EUR 16.4 billion).

#### Leasing financing

Intermediary business for NLB Lease&Go, Ljubljana, has

also been the focus of the Bank’s commercial activities,

providing clients with the best possible financing

solutions for financing vehicles and equipment. In NLB

Lease&Go, Ljubljana, the total volume of new business

in 2023 increased by 15% and reached EUR 191.3 million

(including short-term financing), which had the effect

on increased balance of leasing portfolio at year end of

2023 by EUR 38.7 million or 32% compared to 2022.

End-to-end leasing applications have gained further

validity and usefulness. They have started to be used on

the market, mainly through intermediaries – vehicle

broker-dealers (partners), which enables a fast and

smooth leasing process from start to finish.

#### Digital payments

In the area of digital payments, the Bank improved its

solutions to corporate clients by revamping NLB Pay and

incorporating Google Pay, transforming it into a virtual

or smart wallet that enables payments. A new payment

method for E-commerce merchants, Flik P2eM, was

launched. As the first among Slovenian banks, the Bank

launched the Group’s new mobile POS terminal solution,

NLB Smart POS, primarily for the micro-segment and

small businesses. With the new app, merchants can

transform their smartphones or tablets into mobile

POS terminals, offering their clients simple, fast, safe,

and contactless payments. In partnership with LPP,

the public transportation company in Ljubljana, the

Bank has introduced a transit-ready solution for card

acceptance for transit payments on city buses in the

Slovenian capital.

Figure 41:

Transaction volume in acquiring (in EUR millions)

The Bank was the leading bank in the introduction of

instant payments on the Slovenian market and is the

only bank enabling users of m-bank to automatically

send out transactions as instant payments - every day of

the year in Slovenia and the SEPA area.

Flik P2P enables money transfer among all Slovenian

banks’ clients, while Flik P2M payments enable

purchases on NLB POS terminals and on POS terminals

of some other Slovenian banks which have upgraded

their POS.

As the first banking group in the SEE, the Group enables

services arising from the SWIFT Global Payment

Initiative, an international payments service enabling

banks to transfer money faster and more safely

worldwide. At the same time, it enables full tracking of

payment orders and monitoring of related costs.

2020

2021

2022

2023

76

55

47

e-commerce

113

+48%

2020

2021

2022

2023

3,244

2,865

2,535

2,348

POS

+13%

#### Successful migration and integration of N Banka clients

#### Strong focus on green eligible projects with 11% in total new business

32%

#### annual growth in NLB

#### Lease&Go, Ljubljana corporate portfolio

![]()

77

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Financial Markets in Slovenia

The segment is focused on the Group’s activities in international financial markets, including treasury operations.

This continuous focus was on prudent liquidity reserves management in the changed interest rate environment.

In 2023, the Bank issued its first senior preferred green notes of EUR 500 million.

#### Financial and Business

7

#### Performance

Table 20:

Performance of the Financial Markets in Slovenia segment

in EUR millions consolidated

2023

2022

Change YoY

Net interest income

37.8

47.3

-9.6

-20%

Net interest income w/o ALM

(i)

23.1

16.2

6.9

43%

o/w ALM

14.6

31.1

-16.5

-53%

Net non-interest income

2.7

-0.7

3.4

-

Total net operating income

40.4

46.6

-6.2

-13%

Total costs

-9.9

-9.4

-0.5

-5%

Result before impairments and provisions

30.5

37.2

-6.6

-18%

Impairments and provisions

4.8

-3.4

8.1

-

Result before tax

35.3

33.8

1.5

4%

31 Dec 2023

31 Dec 2022

Change YoY

Balances with Central banks

4,153.2

3,373.7

779.5

23%

Banking book securities

2,981.1

2,993.3

-12.3

0%

Interest rate

(ii)

1.17%

0.74%

0.43 p.p.

Borrowings

82.8

160.5

-77.7

-48%

Interest rate

(ii)

1.66%

-0.72%

2.38 p.p.

Subordinated liabilities (Tier 2)

509.4

508.8

0.6

0%

Interest rate

(ii)

6.89%

4.16%

2.73 p.p.

Other debt securities in issue

828.8

307.2

521.6

170%

Interest rate

(ii)

6.56%

6.00%

0.56 p.p.

(i) Net interest income from assets and liabilities using FTP.

(ii) Interest rates only for NLB.

7 This business overview includes the operations of the Group’s ALM, due to more comprehensive presentation of the operations

on the group level.

The

net interest income

was EUR 9.6 million lower YoY

due to the new bond issuance and further transfer of

ALM results to Retail Banking in Slovenia and Corporate

and Investment Banking in Slovenia segments, while

interest income from banking book improved.

There was an increase in balances with the central bank

(EUR 779.5 million YoY). The excess liquidity deriving from

issued debt securities was placed at the central bank.

Borrowings decreased by EUR 77.7 million YoY because

of the prepayment of TLTRO in the amount of EUR 63

million in H1.

Figure 42:

Contribution to NLB Group

Result b.t.

6%

Net interest income

5%

### 3.7 years

#### average duration of the banking book debt securities portfolio

![]()

78

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The Group’s ALM

The Group’s ALM process strategically manages

the Group’s balance sheet concerning the interest

rate, currency, and liquidity risk considering the

macroeconomic environment and financial markets

developments. Monitoring and managing the Group’s

exposure to market risk is decentralised, with uniform

guidelines and limits for each type of risk for individual

Group members.

From the interest rate risk perspective, the surplus

liquidity position of the Group contributed to further

growth of fixed interest rate loans, mostly housing loans,

and investments in high-quality debt securities. In terms

of funding, the non-banking sector deposits continued

to increase, mainly in the form of term deposits. The

Group manages its positions and stabilises its interest

margin through pricing policy adjustments, whereas to

manage interest rate risk exposure, the Group actively

adjusts the average duration of liquidity reserves and

keeps outstanding "plain vanilla" derivatives. Active

profitability management has been supported by a

highly disciplined deposit pricing policy, enabling the

response to a highly competitive loan market all over the

Group’s strategic markets.

#### Liquidity management

The Group’s liquidity management focuses on ensuring

a sufficient level of liquidity reserves to settle all due

liabilities, minimising the cost of maintaining liquidity

and optimising the structure of liquidity reserves.

The Group has developed a comprehensive liquidity

contingency plan (LCP) to ensure an appropriate level of

liquidity for different situations, including emergencies

and crisis conditions.

For settling due liabilities, the Group uses its liquid

assets, which are comprised of liquidity reserves (see the

subchapter

Liquidity Position

in the chapter

Overview

of Financial Performance

) and other liquid assets. The

latter includes funds held on accounts with other banks

and money market placements, which are treated as

inflows according to LCR calculation. Liquid assets are

managed by each Group member on its own.

#### Capital, liquidity, and interest rate risks management with an active presence on capital markets

63%

#### government securities in the banking book debt securities portfolio

![]()

79

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Wholesale funding

Wholesale funding activities in the Group aim to achieve

diversification, improve structural liquidity and capital

position, and fulfil regulatory requirements, especially

ensuring compliance with the MREL requirements.

The Bank was active in capital markets, issuing its first

green EUR 500 million senior preferred notes with 4NC3

tenor in June for MREL purposes.

NLB Group members were also active in the wholesale

market. More specifically, they obtained funding from

international financial institutions. NLB Banka, Sarajevo

will use its EUR 5 million credit line to meet its MREL

requirement.

Table 21:

Overview of outstanding NLB notes as at 31 December 2023

(i)

in EUR millions

Type of bond

ISIN code

Issue Date

Maturity

First call date

Interest Rate

Nominal Value

Senior Preferred

XS2498964209

19 Jul 2022

19 Jul 2025

19 Jul 2024

6.000% p.a.

300

Senior Preferred

XS2641055012

27 Jun 2023

27 Jun 2027

27 Jun 2026

7.125% p.a.

500

Total SP:

800

Tier 2

(i)

SI0022103855

6 May 2019

6 May 2029

6 May 2024

4.200% p.a.

45

Tier 2

(i)

XS2080776607

19 Nov 2019

19 Nov 2029

19 Nov 2024

3.650% p.a.

120

Tier 2

(i)

XS2113139195

5 Feb 2020

5 Feb 2030

5 Feb 2025

3.400% p.a.

120

Tier 2

XS2413677464

28 Nov 2022

28 Nov 2032

28 Nov 2027

10.750% p.a.

225

Total Tier 2:

510

Additional Tier 1

SI0022104275

23 Sep 2022

Perpetual

(i)

between

23 Sep 2027 and

23 Mar 2028

9.721% p.a.

82

Total AT1:

82

Total outstanding:

1,392

(i)

(i) Further information is available in the chapter

Events After the End of the 2023 Financial Year

.

Note: Including issued Tier 2 notes of EUR 300 million and repurchase of EUR 219.6 million of two existing Tier 2 notes (both in January 2024). Maturity envisaged

on call date.

Figure 43:

Volume of outstanding NLB notes (in EUR millions)

SP

Tier 2

AT1

31 Dec 2023

31 Dec 2024

31 Dec 2025

31 Dec 2026

800.0

510.0

82.0

500.0

500.0

535.5

525.0

82.0

82.0

525.0

82.0

1,392.0

1,117.5

1,107.0

607.0

Figure 44:

Refinancing needs from matured NLB notes (in EUR millions)

Note: Maturity envisaged on call date.

10.5

SP

Tier 2

31 Dec 2024

31 Dec 2025

31 Dec 2026

300.0

54.9

500.0

#### First issuance of senior preferred notes in green format on international capital markets

![]()

80

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB’s banking book debt securities portfolio

Figure 45:

Banking book securities portfolio of NLB by asset class and geography as at 31 December 2023 (in EUR millions)

by asset class

by geography

Government

bonds

1,856

Bank senior

unsecured bonds

552

Other

895

Slovenia

636

France

304

Germany

191

Belgium

191

the Netherlands

162

Austria

152

Finland

117

Spain

108

Sweden

90

Ireland

82

Covered

bonds

218

GGB

140

Multilateral bank bonds

117

Subordinated debt

38

Corporate bonds

8

#### EUR 2,928 million

#### EUR 2,928 million

The purpose of banking book securities is to provide

liquidity, stabilise the interest margin, and manage

interest rate risk. In 2023, an ongoing goal was to further

diversify the Bank’s banking book securities portfolio,

which at the end of 2023 amounted to EUR 2,928 million,

constituting 18.3% of the Bank’s total assets. At the year-

end, debt securities measured at FVOCI represented

32.9% of the Bank debt securities portfolio, having a

duration of 2.7 years, while the duration of the portfolio

measured at AC was 4.2 years. The negative valuation

of the FVOCI portfolio at year-end amounted to EUR

48 million (net of hedge accounting effects and related

deferred taxes), and unrealised losses from securities

measured at AC amounted to EUR 77 million.

The average duration of the Bank’s banking book debt

securities was approximately 3.7 years at year-end,

and the average yield on the Bank’s banking book debt

securities portfolio increased by 0.43 p.p. YoY to 1.17%.

Figure 46:

Maturity profile of NLB banking book securities as at

31 December 2023

As of year-end, the Bank is no longer exposed to the

Russian Federation. The USD 8 million nominal exposure

that would have otherwise matured in September

2024

2025-2026

2027-2028

2029+

% of total portfolio

13%

32%

26%

29%

344

637

230

635

105

592

256

Slovenia

SEE

International

45

67

17

388

935

757

847

2023 had been sold at the beginning of February 2023,

contributing to the impairment release of EUR 4.2 million.

As the Group actively works on incorporating ESG in

its business profile, the portfolio reflects the growing

market of ESG bonds. The Bank’s debt securities

portfolio includes EUR 287 million (or 9.8%) of the ESG

debt securities issued by governments, multilateral

organisations or financial institutions, of which EUR 132

million were bought in 2023. Additional information is

available in the

NLB Group Sustainability Report 2023

.

![]()

#### There's always room for faster times.

Slovenian biathlon and

cross-country teams

#### Inspiration that can often be transferred to the business environment as well.

![]()

82

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Strategic Foreign Markets

#### Six subsidiary banks, two leasing companies, one IT services company, and one investment fund company

The core financial part of the Group in the Strategic Foreign Markets segment consists of six banks, one asset

management company, a captive IT services company, and two leasing companies. The Group banking subsidiaries

are locally firmly entrenched as important financial institutions and market leaders across various business

segments and provide a comprehensive range of financial services to retail and corporate clients. All Group

subsidiary banks have a stable market position and enjoy a robust reputation. The market share of the banking

subsidiaries, measured by total assets, reached or surpassed 10% in five out of six markets.

In 2023, in a rising interest rates environment, the Group banks marked remarkable double-digit growth of gross

loans to customers, above the local market average, especially in the retail segment, thereby contributing to the

overall economic development of local countries’ households and supporting green financing.

In line with the self-funding strategy, the Group banks attracted new depositors (9% YoY growth), adapting to

prevailing market conditions, thus ensuring organic growth and keeping optimal balance sheet structure.

The Group banks’ ESG and CSR activities were continuously upgraded by supporting the financial literacy of clients,

organising the #FrameOfHelp project for small entrepreneurs, tree planting activities, and many more events, as

stated in the Group Sustainability report.

In 2023, the Group banks accelerated their digital transformation by automating processes and offering various

digital solutions to clients, thus bringing, first in some markets, various solutions further boosting digital penetration

by almost doubling the number of digital users.

For their efforts in digital solutions and green financing, several Group banks received notable awards for their

contribution to the local countries of operation.

Leasing operations continued with solid growth, especially in Serbia, by achieving a market share in new

production of 11.5%.

Figure 47:

Contribution to NLB Group

#### The market shares

#### (by total assets) of subsidiary banks reaching or exceeding

#### 10% in five out of six markets

#### Profit before tax

### EUR 291.5 million

#### 56% higher compared to last year

Result b.t.

50%

Net interest income

51%

Net non-interest

income

46%

![]()

83

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Financial and Business Performance

Table 22:

Results of the Strategic Foreign Markets segment

in EUR millions consolidated

2023

2022

Change YoY

Net interest income

423.2

298.0

125.2

42%

Interest income

472.5

322.8

149.7

46%

Interest expense

-49.3

-24.8

-24.5

-99%

Net non-interest income

118.4

129.5

-11.1

-9%

o/w Net fee and c ommission income

124.1

118.7

5.4

5%

Total net operating income

541.6

427.6

114.0

27%

Total costs

-251.2

-228.1

-23.1

-10%

Result before impairments and provisions

290.4

199.4

91.0

46%

Impairments and provisions

1.1

-12.3

13.4

-

Result before tax

291.5

187.1

104.4

56%

o/w Result of minority shareholders

12.6

11.0

1.7

15%

31 Dec 2023

31 Dec 2022

Change YoY

Net loans to customers

6,648.1

6,077.5

570.6

9%

Gross loans to customers

6,839.8

6,271.4

568.5

9%

Individuals

3,525.6

3,221.0

304.6

9%

Interest rate on retail loans

6.63%

5.66%

0.97 p.p.

Corporate

3,042.9

2,869.0

173.9

6%

Interest rate on corporate loans

5.37%

3.84%

1.53 p.p.

State

271.4

181.4

90.0

50%

Interest rate on state loans

7.13%

3.65%

3.48 p.p.

Deposits from customers

8,878.3

8,171.2

707.1

9%

Interest rate on deposits

0.38%

0.17%

0.21 p.p.

Non-performing loans (gross)

134.0

160.6

-26.7

-17%

2023

2022

Change YoY

Cost of risk

(in bps)

-13

7

-20

CIR

46.4%

53.4%

-7.0 p.p.

Net interest margin

4.19%

3.14%

1.05 p.p.

The

volume of the loans

increased 9% YoY . The most

significant increase in gross loans to customers was

achieved by NLB Banka, Prishtina (12% YoY), NLB Banka,

Sarajevo (10% YoY), NLB Banka, Podgorica (9% YoY)

and NLB Komercijalna Banka, Beograd (9% YoY). High

performance in new business production continued

in the corporate and retail segments as several

products and services were upgraded, which included

streamlining and modernising their distribution network

and improving their digital offering.

NLB

Lease&Go Leasing,

Beograd

realised a

remarkable growth in new financial leasing financing of

EUR 85.3 million YoY by increasing the financial leasing

market share in the country’s new leasing production to

approximately 11.5%.

The higher interest rate environment and economic

contraction affected customers’ behaviour. The overall

confidence remained strong, and the total customer

deposit base increased by 9% YoY. The net interest

income increased by EUR 125.2 million YoY due to higher

volumes and interest rate hikes. All banking members

recorded a double-digit increase YoY, with the highest

impact in an interest rate increase in NLB Komercijalna

Banka, Beograd, of EUR 77.9 million YoY, due to a high

portion of the portfolio at the variable interest rates.

The net fee and commission income increased by

EUR 5.4 million due to higher volumes of card business

and payments, repricing activities and increased sale

of bancassurance products. Nevertheless, the total

net non-interest income of the segment decreased by

EUR 11.1 million YoY due to a EUR 15.3 million modification

loss related to interest rate regulation on housing loans

in NLB Komercijalna Banka, Beograd.

Total costs increased by EUR 23.1 million YoY due to

higher operating costs resulting from inflationary

pressures and increase in leasing activities. However,

the CIR of the segment improved to 46.4%.

Impairments and provisions were net released in

EUR 1.1 million due to successful NPL resolution.

Amid an increasing interest rate environment,

persisting pricing pressures, and regulatory changes

and interventions, and despite signs of an economic

slowdown, the banking members from the Group

continued to grow, which resulted in remarkable 2023

results. Serving various business segments of clients, the

banks exhibit solid liquidity and capital.

#### The banking members as leading financial institutions in the SEE markets, leasing financing is growing

![]()

84

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Figure 48:

Result after tax of strategic NLB Group banks (in EUR millions)

NLB Komercialna

Banka, Beograd

(i)

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

66.0

32.4

37.9

16.6

132.3

36.0

44.5

26.7

19.3

24.3

11.4

12.8

2022

2023

+100%

+18%

+26%

+12%

+11%

+60%

an impressive growth of 1.8 p.p. market share YtD,

following NLB Komercijalna Banka, Beograd (0.6 p.p.),

NLB Banka, Skopje (0.8 p.p.), NLB Banka, Prishtina

(0.6 p.p.), and NLB Banka, Sarajevo (0.1 p.p.). In terms

of housing loans, NLB Banka, Banja Luka marked

a remarkable boost of 1.3 p.p., followed by NLB

Komercijalna Banka, Beograd (0.6 p.p.), NLB Banka,

Podgorica (0.3 p.p.) and NLB Banka, Skopje (0.3 p.p.).

New production in ESG loans accelerated in 2023

with the offering of various NLB Green Loans through

partners – Eco mortgage loans through business

partners, Eco home appliance loans, electric and hybrid

vehicles, and so forth.

Turbulences in the banking sector at the beginning of

the year increased client concerns over their deposits.

The Group banks retained customer confidence as the

total segment deposits from individuals increased by 5%

YoY.

#### Corporate Banking

The banking members maintained a positive trend in

approving new financing and attracting new corporate

clients. The portfolio to corporate clients recorded a

6% YoY growth, with the highest growth levels achieved

in NLB Komercijalna Banka, Beograd, NLB Banka,

Sarajevo and NLB Banka, Prishtina with low-double or

high-single digit growth.

The banks continued with sustainable financing by

supporting green investments, particularly in solar

power plants and energy efficiency.

The SEE banks attracted corporate deposits by boosting

corporate balances of the segment by 17% YoY.

The rising interest rates on the market supported SEE

banking members’ results, thus showing a net interest

margin between 3.03% (NLB Banka, Sarajevo) and

4.75% (NLB Banka, Podgorica).

#### Retail Banking

Despite the loan squeeze due to increasing interest

rates, the banking members realised robust new

retail loan production of 9% YoY. The loan portfolio to

individuals increased in all banking members. New loan

(i) Merger of NLB Komercijalna Banka, Beograd and NLB Banka, Beograd on 30 April 2022. The profit of NLB Komercijalna Banka, Beograd in 2022 does

not include the profit of NLB Banka, Beograd (EUR 2.2 million).

production was still high, significantly outperforming the

local markets, especially in consumer loans. The highest

increase in loans to individuals was achieved by NLB

Banka, Prishtina, and both Bosnian banks with double-

digit growth, followed by other banks in the region with

the single-digit growth of the loan portfolio.

Moreover, all the banks in the Group increased

their market share in consumer lending from

0.1 p.p. to 1.8 p.p. YoY. NLB Banka, Banja Luka achieved

![]()

85

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Komercijalna

#### Banka, Beograd

In 2023, the bank achieved remarkable profitability

with growth of its net profit by 100%. The bank

managed to increase lending activities in all segments

significantly and, throughout the year, achieved

higher growth than the market while improving

the quality of the loan portfolio by embedding it as

a leading banking institution in the local market.

Despite a considerable drop in housing loan demand

in 2023, the bank marked growth over the market. The

increased interest rates also served as a important

factor of profit growth.

NLB Komercijalna Banka, Beograd started the

complete transformation of the business model

by introducing an agile, simple, and fast working

model, digitalising products and services, and putting

a sustainability concept at the centre of business

decisions. In 2023, the bank was awarded a digital

award for the first time for "Welcome to the Bank

of Real Opportunities" for two socially responsible

campaigns – "NLB Organic" and "NLB Frame of Help"

as well, and the bank became the first certified

family-friendly bank in Serbia.

#### Retail banking

Despite operating in a challenging environment,

the retail segment recorded 5% YoY growth in gross

loans over the average market growth, driven mainly

by increased volume of consumer loans. The bank

continued to gain the growth of the market share of

retail loans to 12%.

Significant double-digit growth in consumer loans was

marked (10% YoY) by increasing the market share to

10.4%. Despite a decline in demand in the housing

segment, growth above the market peers was achieved

at 4% YoY, thus boosting the share in the housing

segment by 40 bps to 12.7%.

The deposit base increased by 5% YoY. The interest

margin in the retail segment was still high, but under

intense pressure from competition.

#### Corporate banking

The corporate segment in 2023 observed a 6%

growth in gross loans. The bank aimed to build a

strong value proposition for all products and services

in the cross and upselling program, which also brought

added-value to customers.

The bank participated in green project financing, thus

confirming its commitment to the green agenda and ESG

targets by supporting the increase of renewable energy

in Serbia. The bank also approved several project

financings for important real estate developments and

sovereign funding for road infrastructure development.

#### Financial and Business Performance

Table 23:

Key performance indicators of NLB Komercijalna Banka, Beograd

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

211,296

124,269

70%

Net non-interest income

49,686

58,805

-16%

Total costs

-113,634

-102,137

-11%

Impairments and provisions

1,933

-11,801

-

Result before tax

149,281

69,136

116%

Result after tax

132,313

66,014

100%

Financial position statement indicators

Total assets

5,019,429

4,670,405

7%

Net loans to customers

2,811,599

2,589,222

9%

Gross loans to customers

2,848,543

2,624,735

9%

Deposits from customers

4,004,112

3,692,213

8%

Equity

827,575

737,972

12%

Key financial indicators

Total capital ratio

27.1%

24.6%

2.5 p.p.

Net interest margin

4.7%

3.0%

1.7 p.p.

ROE a.t.

16.9%

9.6%

7.3 p.p.

ROA a.t.

2.8%

1.5%

1.3 p.p.

CIR

43.5%

56.6%

-13.1 p.p.

NPL volume

22,490

32,519

-31%

NPL ratio (internal def.: NPL/Total loans)

0.6%

1.0%

-0.4 p.p.

Market share by total assets

9.9%

10.0%

-0.1 p.p.

LTD

70.2%

70.1%

0.1 p.p.

(i) Data on a stand-alone basis as included in the Group’s consolidated financial statements. In April 2022, NLB Banka, Beograd merged with Komercijalna

Banka, Beograd. Key financial indicators (ROE a.t., ROA a.t., CIR and net interest margin) for 2022 calculated for the merged bank.

#### EUR 132 million

#### result a.t.

24%

#### contribution to NLB Group’s result a.t.

5

th

#### largest bank in the country

9.9%

#### market share by total assets

![]()

86

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Banka, Skopje

The bank is a leading banking institution in the local

market and is identified as a systemically important

bank. In 2023, its success was once again confirmed

and recognised by receiving several prestigious

awards in the fields of banking, outstanding growth

in cashless payment systems of the country, and

demonstrated humanity and solidarity.

The bank continues to support the country’s

population and economy. The focus remains on

digitalisation, improving digital channels to increase

customer digital penetration, improve customer

experience, and expand the portfolio of products and

services with a particular focus on "green" products, as

well as socially responsible projects for caring for their

employees and the community in its entirety.

#### Financial and Business Performance

Table 24:

Key performance indicators of NLB Banka, Skopje

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

65,406

53,932

21%

Net non-interest income

21,198

21,948

-3%

Total costs

-36,416

-31,778

-15%

Impairments and provisions

-761

-2,434

69%

Result before tax

49,427

41,668

19%

Result after tax

44,517

37,874

18%

Financial position statement indicators

Total assets

1,902,260

1,847,521

3%

Net loans to customers

1,216,188

1,170,692

4%

Gross loans to customers

1,276,133

1,234,343

3%

Deposits from customers

1,499,509

1,462,015

3%

Equity

279,987

265,844

5%

Key financial indicators

Total capital ratio

18.9%

18.2%

0.7 p.p.

Net interest margin

3.7%

3.1%

0.5 p.p.

ROE a.t.

16.5%

15.0%

1.5 p.p.

ROA a.t.

2.4%

2.1%

0.3 p.p.

CIR

42.0%

41.9%

0.2 p.p.

NPL volume

48,791

54,549

-11%

NPL ratio (internal def.: NPL/Total loans)

3.1%

3.6%

-0.5 p.p.

Market share by total assets

15.6%

16.3%

-0.7 p.p.

LTD

81.1%

80.1%

1.0 p.p.

(i) Data on a stand-alone basis as included in the Group’s consolidated financial statements.

#### Retail banking

The gross loans experienced significant YoY growth of

10% with the increase in housing (12%) and consumer

loans (11%), surpassing the 2023 market growth. The

highest amounts of disbursed loans so far in the retail

segment led to an increase in the market share to 22.7%.

The deposit base increased by 1.4% YoY. The interest

margin in the retail segment was still high, but under

intense pressure from competition. The key drivers of

income growth were the portfolio increase, foreign

payment operations, account management, and

bancassurance.

#### Corporate banking

As of 31 December 2023, the bank had a market share of

12.4% in corporate gross loans. Considering the strategic

orientation, NLB Banka, Skopje maintained its interest in

credit support for investments in renewable sources and

projects to increase energy efficiency, modernisation,

and automation of the corporate segment.

The bank increased the portfolio in the segment of long-

term financing of highly creditworthy clients, securing

a stable portfolio and revenue generation. The bank

had a total outstanding balance of EUR 41 million in

project financing and almost EUR 30 million outstanding

balance of loans approved for investments in renewable

sources and energy-efficient investments.

NLB Banka Skopje also supported many export-

oriented companies by offering them services and

products appropriate for their operation to adapt

to emerging market conditions. In response to

macroeconomic developments, corporate interest rates

were aligned with market conditions throughout the

year.

#### EUR 45 million

#### result a.t.

7%

#### contribution to NLB Group’s result a.t.

3

rd

#### largest bank in the country

15.6%

#### market share by total assets

![]()

87

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

NLB Banka,

#### Banja Luka

In 2023, the bank remained the second most important

bank in the Republic of Srpska market, reaffirming its

status as a leading bank in retail with an increased

market share of 21.7% (increased by 1.6 p.p.). The

predominant strength of the bank was its market

position in the corporate and retail segments and a

solid deposit base. As evidence of a highly successful

year, the bank also received several "Golden BAM"

awards for the highest ROE, the best CIR, and, for the

first time, the award for being the most innovative

bank in the market of Bosnia and Herzegovina.

#### Financial and Business Performance

Table 25:

Key performance indicators of NLB Banka, Banja Luka

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

32,475

23,594

38%

Net non-interest income

14,399

14,941

-4%

Total costs

-19,433

-17,293

-12%

Impairments and provisions

-763

-280

-173%

Result before tax

26,678

20,962

27%

Result after tax

24,269

19,281

26%

Financial position statement indicators

Total assets

1,040,630

995,308

5%

Net loans to customers

556,960

523,238

6%

Gross loans to customers

575,960

540,533

7%

Deposits from customers

840,115

796,668

5%

Equity

107,270

96,237

11%

Key financial indicators

Total capital ratio

15.9%

16.0%

-0.1 p.p.

Net interest margin

3.4%

2.6%

0.8 p.p.

ROE a.t.

24.2%

20.2%

4.0 p.p.

ROA a.t.

2.4%

2.0%

0.4 p.p.

CIR

41.5%

44.9%

-3.4 p.p.

NPL volume

5,543

8,272

-33%

NPL ratio (internal def.: NPL/Total loans)

0.7%

1.1%

-0.4 p.p.

Market share by total assets

20.4%

20.1%

0.3 p.p.

LTD

66.3%

65.7%

0.6 p.p.

(i)Data on a stand-alone basis as included in the Group’s consolidated financial statements.

#### Retail banking

Retail banking recorded excellent double-digit YoY

growth in gross loans (13%), while deposits grew by 6%

YoY. Consumer loans increased by 19% and housing

loans by 7% YoY. The market share in retail loans rose by

1.9 p.p. YoY and reached 22.0%, while the market share

in retail deposits was 25.7%. The key drivers of income

growth were interest income and income from accounts

and payments processing.

The focus remains on further growth of the retail

portfolio, with particular emphasis on introducing

additional customer services, especially in digitalisation

and bancassurance services.

#### Corporate banking

Corporate banking recorded YoY growth in gross loans

(2%) by supporting local companies in short- and

long-term projects.

Corporate deposits recorded YoY growth of 12%, which

supported the bank’s organic growth.

#### EUR 24 million

#### result a.t.

4%

#### contribution to NLB Group’s result a.t.

2

nd

#### largest bank in the country

20.4%

#### market share by total assets

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88

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Banka, Sarajevo

In 2023, the bank showed solid performance and

remarkable loan growth of 10% by boosting the

bank’s market share. The predominant strength of the

bank was in consumer lending and the development of

innovative retail products, largely contributing to the

high share of net non-interest income (31% of net fee

and commission income in total net operating income).

The bank achieved an impressive 31% YoY growth in

net interest income, driven by a substantial surge in

loan volume and vigilant monitoring of market and

interest rate trends.

In 2023, the bank launched new digital products and

actively contributed to the country's green financing

initiatives. As a result, it received several awards in

the local market, namely the Golden BAM award for

the "Total ESG Effect" category; awards for the best

digital socially responsible campaign, "The Healing

Horse" and "Go Green Star"; as well the Visa Awards

for "Google Pay Launch" and for First-to-Market with

"Tap-to-Phone".

#### Financial and Business Performance

Table 26:

Key performance indicators of NLB Banka, Sarajevo

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

25,490

19,524

31%

Net non-interest income

11,203

12,152

-8%

Total costs

-19,877

-18,304

-9%

Impairments and provisions

-2,939

-982

-199%

Result before tax

13,877

12,390

12%

Result after tax

12,819

11,436

12%

Financial position statement indicators

Total assets

917,233

838,117

9%

Net loans to customers

575,560

521,326

10%

Gross loans to customers

597,715

542,001

10%

Deposits from customers

749,708

673,402

11%

Equity

95,980

90,608

6%

Key financial indicators

Total capital ratio

17.8%

16.5%

1.3 p.p.

Net interest margin

3.0%

2.6%

0.4 p.p.

ROE a.t.

13.6%

12.5%

1.1 p.p.

ROA a.t.

1.5%

1.5%

0.0 p.p.

CIR

54.2%

57.8%

-3.6 p.p.

NPL volume

15,732

16,986

-7%

NPL ratio (internal def.: NPL/Total loans)

2.0%

2.3%

-0.3 p.p.

Market share by total assets

6.2%

6.0%

0.2 p.p.

LTD

76.8%

77.4%

-0.6 p.p.

(i) Data on a standalone basis as included in the consolidated financial statements of the Group.

#### Retail banking

Retail banking recorded YoY growth in gross loans,

reaching 10%, propelled by the expansion of housing

and consumer loans. Housing loans experienced a YoY

increase by 7%, while the consumer loans portfolio grew

by 12% YoY, attributed to heightened demand, various

campaigns, and increased employee engagement.

Additionally, the average interest rate in the retail

segment rose to 5.63% in 2023 compared to 5.37%

in 2022.

#### Corporate banking

The corporate banking segment achieved YoY growth

in gross loans, reaching 10%. The focus was increasing

the client loan portfolio by acquiring new creditworthy

clients. Also, a positive trend was observed in the volume

of the guarantees portfolio. A strong focus is placed on

green loans and the implementation of ESG standards

as well.

Corporate deposits reached YoY growth of 21%,

accompanied by a shift in the maturity structure, with an

increasing share of corporate term deposits by

8% YoY.

#### EUR 13 million

#### result a.t.

2%

#### contribution to NLB Group’s result a.t.

6

th

#### largest bank in the Federation of BiH

6.2%

#### market share by total assets

![]()

89

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Banka, Prishtina

In 2023, the bank kept its leading position in

profitability by increasing its net profit by 11%.

It ranked the second biggest bank in Kosovo by

increasing its total assets by 13% YoY. The bank’s

predominant strength has been providing a full

spectrum of financial services to retail and corporate

clients, and being a market leader in innovations in

the local banking sector. Net interest income grew by

18% YoY, mainly due to boosting lending activities and

optimising investments in securities and the balance

sheet.

The bank received the EBRD "Most Active Local Bank in

Using TFP Line" award for several consecutive years.

#### Financial and Business Performance

Table 27:

Key performance indicators of NLB Banka, Prishtina

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

47,165

39,844

18%

Net non-interest income

8,017

8,547

-6%

Total costs

-15,995

-14,348

-11%

Impairments and provisions

776

2,052

-62%

Result before tax

39,963

36,095

11%

Result after tax

35,968

32,402

11%

Financial position statement indicators

Total assets

1,229,757

1,083,638

13%

Net loans to customers

831,333

740,775

12%

Gross loans to customers

866,730

777,202

12%

Deposits from customers

1,008,261

894,242

13%

Equity

149,669

113,844

31%

Key financial indicators

Total capital ratio

15.8%

15.7%

0.1 p.p.

Net interest margin

4.2%

4.1%

0.1 p.p.

ROE a.t.

27.3%

29.2%

-1.9 p.p.

ROA a.t.

3.2%

3.3%

-0.1 p.p.

CIR

29.0%

29.7%

-0.7 p.p.

NPL volume

16,234

15,705

3%

NPL ratio (internal def.: NPL/Total loans)

1.6%

1.7%

-0.1 p.p.

Market share by total assets

16.9%

16.7%

0.2 p.p.

LTD

82.5%

82.8%

-0.4 p.p.

(i) Data on a stand-alone basis as included in the Group’s consolidated financial statements.

#### Retail banking

In 2023, the bank achieved YoY growth in gross loans

(18%) and deposits (8%). The growth in retail was

predominately fuelled by heightened loan demand and

a further rise in the general consumption pattern. This,

in turn, has resulted in an inflation-driven increase in

real estate prices. The growth in housing loans reached

16%, and consumer loans showed a substantial 24% YoY

increase.

In addition, the bank has signed several partnership

agreements with construction and trade companies

to finance their products and boost the performance

committed by the sales department.

#### Corporate banking

Corporate banking recorded YoY growth in gross loans

of 7%, mainly driven by the disruption of the normal

supply chain (external factors) and the cross-selling of

products through existing corporate clients, particularly

targeting new retail and SME clients. Optimisation of the

bank’s liquidity structure was highlighted by an 18.5%

YoY deposits increase. The key drivers of income growth

were working capital loans, credit lines, and overdrafts.

Cooperation on the Group level resulted in financing the

construction of a major locally recognised project that

contributed largely to clean energy production from

renewable sources.

#### EUR 36 million

#### result a.t.

5%

#### contribution to NLB Group’s result a.t.

2

nd

#### largest bank in the country

16.9%

#### market share by total assets

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90

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

NLB Banka,

#### Podgorica

In 2023, the bank maintained the second position

within 11 banks in the market and is identified as

a systemically important bank. The predominant

strength of the bank is seen in housing and consumer

loans, where the bank is an important player in the

local market.

The Bank received th e recognition »The Best Bank in

Montenegro« for the second year in a row, awarded

by the world’s most influential financial magazine,

Euromoney. It also presented the bank with two more

valuable awards, declaring it the best ESG and socially

responsible bank in Montenegro.

#### Financial and Business Performance

Table 28:

Key performance indicators of NLB Banka, Podgorica

(i)

in EUR thousands

2023

2022

Change YoY

Key performance indicators

Net interest income

40,335

29,607

36%

Net non-interest income

8,955

7,720

16%

Total costs

-20,418

-20,252

-1%

Impairments and provisions

3,238

1,165

178%

Result before tax

32,110

18,240

76%

Result after tax

26,658

16,613

60%

Financial position statement indicators

Total assets

971,149

851,630

14%

Net loans to customers

584,526

532,254

10%

Gross loans to customers

603,349

552,470

9%

Deposits from customers

798,018

692,872

15%

Equity

120,390

106,937

13%

Key financial indicators

Total capital ratio

19.2%

18.4%

0.8 p.p.

Net interest margin

4.8%

4.0%

0.7 p.p.

ROE a.t.

22.9%

16.7%

6.2 p.p.

ROA a.t.

2.9%

2.1%

0.8 p.p.

CIR

41.4%

54.3%

-12.8 p.p.

NPL volume

24,140

32,610

-26%

NPL ratio (internal def.: NPL/Total loans)

3.2%

4.6%

-1.4 p.p.

Market share by total assets

14.4%

13.3%

1.1 p.p.

LTD

73.2%

76.8%

-3.6 p.p.

(i) Data on a standalone basis as included in the consolidated financial statements of the Group.

#### Retail banking

Retail banking recorded YoY growth in gross loans (10%)

and deposits (8%). Consumer loans present 52% of

the retail portfolio, while housing loans occupied 48%.

Growth in gross loans was recorded by the increase

in consumer loans volume by 12% YoY and housing

loans by 7% YoY. Consumer loan growth was affected

by timely organised and well-executed consumer loan

campaigns following increased salaries within state

institutions.

The focus remains on further growth of the retail

portfolio, with particular emphasis on introducing

additional services for customers, especially

in digitalisation.

#### Corporate banking

The corporate banking segment recorded YoY growth in

gross loans (3%) and deposits (26%). The loan portfolio

predominantly consisted of large corporates, which

increased by 6% YoY. New production of

EUR 81.5 million was recorded in all segments — large

corporate, state, and SME — by improving the existing

portfolio quality.

The Group financed several strategic corporate projects

in the country, such as a wind power plant

in the amount of EUR 25 million, an electric

transmission infrastructure, and a high-end business

centre in Montenegro.

The Bank and EBRD signed a contract worth EUR 2

million to lend to the population for energy-efficient

residential building investments and reduce costs and

CO

2

emissions.

#### EUR 27 million

#### result a.t.

4%

#### contribution to NLB Group’s result a.t.

2

nd

#### largest bank in the country

14.4%

#### market share by total assets

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91

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB DigIT, Beograd

The company is the IT hub, supporting the Group

members and spearheading digital transformation

projects. The company was built on the resource pool of

the Group Competence Centre of NLB Banka, Beograd

(merged into NLB Komercijalana Banka, Beograd in

2022), and additional external staff onboarding.

NLB DigIT’s primary focus is to deliver services with a

high level of quality to Group entities in domains where

IT resources and expertise are scarce throughout the

region. NLB DigIT provides services mainly in key areas

such as IT security setup for all the banks, IT delivery,

and others.

#### Leasing and Asset

#### Management operations expansion in SEE

The Group is consolidating its strategically important

position in its home SEE region, announcing new

acquisitions within leasing and asset management

activities. Leasing is one of the strategic activities of the

NLB Group. It complements the Bank’s lending services

and enables retail and corporate clients to choose the

option that best addresses their needs, situations,

and preferences.

After entering the Slovenian market with NLB Lease&Go,

Ljubljana in the spring of 2020, leasing activities gained

momentum. New leasing companies were established

within the Group in 2022 in North Macedonia and

Serbia. With remarkable growth, especially in Serbia,

NLB Lease&Go Leasing, Beograd and NLB Lease&Go,

Skopje ended the year 2023 with EUR 69.4 million and

EUR 9.3 million of net loans to customers, respectively.

In November 2023, the Bank entered into a sale and

purchase agreement to acquire a 100% shareholding

in SLS HOLDCO, holdinška družba, d.o.o., the parent

company of Summit Leasing Slovenija d.o.o., and its

subsidiaries, from funds managed by affiliates of Apollo

Global Management Inc. and the EBRD.

Meanwhile, the Group and its member company NLB

Skladi, which offers clients asset management services,

are also writing a new regional story. NLB Skladi, asset

management, d.o.o. has recently concluded a purchase

agreement with Generali Investments to purchase

the majority ownership of the company Generali

Investments AD Skopje.

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92

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Non-Core Members

The Non-Core Members segment includes the operations of non-core Group members. The main objective in the

non-core segment remains a rigorous wind-down of all non-core portfolios and the consequent reduction of

costs. The implementation of the wind-down has been pursued with a variety of measures, including the sales

of portfolios (either packages that include portfolios in a single market or entity, as well as packages combining

portfolios in different markets and/or entities), sales or liquidation of non-core entities, sales of individual assets,

the collection or restructuring of individual assets, and active management of real estate assets.

#### Financial and Business Performance

Table 29:

Results of the Non-Core Members segment

in EUR millions consolidated

2023

2022

Change YoY

Net interest income

1.5

0.3

1.3

-

Net non-interest income

-1.7

4.4

-6.1

-

Total net operating income

-0.1

4.7

-4.8

-

Total costs

-13.7

-12.6

-1.1

-9%

Result before impairments and provisions

-13.9

-7.9

-6.0

-75%

Impairments and provisions

3.7

-0.8

4.6

-

Result before tax

-10.1

-8.7

-1.4

-16%

31 Dec 2023

31 Dec 2022

Change YoY

Segment assets

47.1

61.5

-14.5

-24%

Net loans to customers

10.9

13.8

-2.9

-21%

Gross loans to customers

28.6

35.4

-6.9

-19%

Investment property and property & equipment

received for repayment of loans

20.1

39.6

-19.5

-49%

Other assets

16.0

8.1

7.9

97%

Non-performing loans (gross)

27.4

32.3

-4.8

-15%

The wind-down has remained the main objective of

the non-core segment in all the non-core portfolios.

In line with the divestment strategy, several non-core

Group members were liquidated or disinvested, thus the

segment’s total assets decreased by EUR 14.5 million

YoY.

#### Divestment of non-core

#### Group members

A liquidation process is ongoing in all non-core leasing

and trade finance subsidiaries and some real estate

subsidiaries. The divestment process has been running

with thoughtful cost management and well-established

collection procedures.

New business has been suspended for all non-core

Group members who are in the process of being

wound down. The decrease of the cumulative non-core

subsidiaries’ portfolio remains ongoing through regular

repayments and different collection measures.

#### Active management of real estate assets

The divestment process of the remaining NPL exposures

at the Bank or the non-core subsidiaries’ level is

facilitated through a specialised team for repossessing,

managing, and divesting collateral real estate. Real

estate expertise and services are offered to the Group

members, assisting them in implementing the most

efficient divestment manner of the remaining non-

performing portfolio or the repossession of the collateral

real estate.

The main task is to ensure value-preserving strategies

for the real estate management, respectively, the

collateral value of NPL claims by either temporarily

repossessing real estate or ensuring a value-preserving

divestment process of the real estate or a claim.

From 2015 to 2023, real-estate transactions with a

total sales value of EUR 290.3 million were executed

or supported and directly or indirectly contributed

to a EUR 656.4 million NPL reduction, of which

EUR 9.9 million in 2023 alone.

In order to achieve efficient, sustainable,

environmentally and socially responsible NLB Group

operations, as per NLB Group Real Estate strategy, as of

2024, the NLB Real Estate Management companies will

be part of the non-financial core Group members.

#### EUR 6.9 million

#### reduction of gross loans to customers in 2023

#### EUR 48.2 million

#### the total sales value of real-estate transactions executed or supported by the real-estate team in 2023

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94

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Risk Management

The self-funded model, strong liquidity, and a solid capital position continued in 2023, demonstrating the Group’s

financial resilience. Efficient management of risks and capital is crucial for the Group to sustain long-term profitable

operations. A robust Risk Management framework is comprehensively integrated into the Group’s decision-making,

steering, and mitigation processes, which aims to support its business operations proactively. The Group contributes

to sustainable finance by incorporating environmental, social, and governance risks into its business strategies, risk

management framework, and internal governance arrangements.

The Group has a well-diversified business model. Under

its strategic orientations, it intends to be sustainably

profitable, predominantly working with clients on its core

markets, providing innovative, but simple customer-

oriented solutions, and actively contributing to a

sustainable, more balanced, and inclusive economic

and social system. Efficient management of risks and

capital is crucial for the Group to sustain long-term

operations. Risk Management in the Group manages,

assesses, and monitors risks within the Bank as the main

entity in Slovenia and the competence centre for six

banking subsidiaries.

Figure 49:

Risk profile of NLB Group as at 31 December 2023

65.5%

3.7%

10.0%

7.5%

9.5%

2.4%

1.4%

Credit risk

Concentration risk

Credit spread risk

Interest rate risk in banking book

Operational risk

Market risk

Business and Strategic risk

Based on the Group’s business strategy, credit risk is the

dominant risk category, followed by credit spread and

interest rate risk in the banking book, and operational

risk. Credit risk management focuses on moderate risk-

taking, striving to assure a diversified credit portfolio,

adequate credit portfolio quality, the sustainable

cost of risk, and optimal returns considering the risks

assumed. The Group has limited exposure to the other

aforementioned risks, while market and other non-

financial risks are less important from a materiality

perspective. The Group integrates and manages ESG

risks within the existing types of risks, such as credit,

liquidity, market, and operational risk, as part of its risk

management framework. These risks are estimated as

low, except for transition risk in the area of credit, which

is assessed as low to medium. Liquidity risk tolerance is

low. The Group must maintain an appropriate level of

liquidity at all times, and also pursue a proper structure

of the sources of financing.

Table 30:

NLB Group’s Key Risk Appetite indicators (KRIs)

KRIs

31 Dec 2023

Total capital ratio

20.3%

CET1 ratio

16.4%

LCR

245.7%

NSFR

187.3%

Cost of risk

-7 bps

NPL ratio (EBA definition)

2.1%

NPE (EBA definition)

1.1%

Interest rate risk (EVE)

-4.2%

During 2023, the Group’s credit portfolio quality

remained high-quality and well-diversified, with a

stable rating structure and lower NPLs level. The Group

recorded a slower credit portfolio growth in all segments

1.1%

#### low level of NPE

#### (EBA def.)

![]()

95

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

after strong new corporate and retail loan origination

across all markets in 2022 due to inflationary pressures,

higher interest rates and low GDP growth. The impacts of

the floods in Slovenia were estimated as negligible, and

only minor client credit quality deterioration or received

collaterals occurred. Besides, the Group monitored the

macroeconomic and geopolitical circumstances closely,

remaining very prudent in identifying any increase in

credit risk at a very early stage, and proactive in NPL

management. The cost of risk remained low, at -7 bps,

mainly due to the successful collection of previously

written-off receivables, revised risk parameters, and

stable portfolio development in the SEE region.

The Group stayed well capitalised and well above the

risk appetite at both the Group and banking member

levels. The Group’s liquidity position also remained

solid, with liquidity indicators high above the regulatory

requirements, indicating its low tolerance for liquidity

risk. Significant attention was put into the structure and

concentration of liquidity reserves by incorporating early

warning systems, while at the same time considering

the potential adverse negative market movements.

Investment activity continued with a balanced approach

to finding attractive market opportunities while pursuing

well-managed credit spread and interest rate risk, as

well as capital consumption. Raising the interest rate

environment and corresponding increased market

demand for fixed interest rate products led to moderate

interest rate risk exposure, which stayed well within the

risk appetite tolerance.

As a systemically important institution, the Group was

included in the ECB Stress Test exercise performed in H1

2023. On 30 July, the results of stress tests carried out for

important banks by the ECB to assess the resilience of

the financial institutions were disclosed. Under the

adverse scenario, the CET1 ratio (fully loaded) would fall

in the 300–599 bps range after three years without

mitigation measures. The Group’s results of adverse

depletion were lower than the peer group and average

SSM sample banks results. Moreover, the Group’s data

quality and accuracy were assessed as above average.

The final results of the bottom-up stress test showed that

even in a very unfavourable market condition as defined

the EBA and ECB, the Group holds sufficient resilience in

terms of capitalisation. The qualitative outcomes were

included in the determination of capital requirements by

the ECB, namely, setting Pillar 2 Guidance, which

remained at a relatively low level of 100 bps.

Besides, the Group is also included in two ECB Stress test

exercises – the 2024 EBA Fit-for-55 climate risk scenario

analysis and the 2024 ECB Cyber Resilience Stress Test

Exercise, which started in Q3 2023 and will be concluded

in H1 2024.

Risk Management and control are performed through

a clear organisational structure with defined roles

and responsibilities. The organisation and delineation

of competencies are designed to prevent conflicts of

interest and ensure a transparent and documented

decision-making process subject to an appropriate

upward and downward flow of information.

Competence line Risk Management in NLB is, by

encompassing several professional areas, in charge of:

### -7 bps

#### cost of risk on Group level

As a systemic bank, the Bank is involved in the

Single Supervisory Mechanism (SSM).

Supervision is under the jurisdiction

of the Joint Supervisory Team (JST)

of:

ECB regulations are followed by the Group, where the

Group subsidiaries operating outside Slovenia are

compliant with the rules set by the local regulators.

Third-party equivalents are approved in Serbia,

Bosnia and Herzegovina, and North Macedonia,

aligning local regulations with CRR rules.

Across the Group, risks are assessed, monitored, managed,

or mitigated in a uniform manner, as defined in the Group’s

Risk management standards, also considering the specifics

of the markets in which individual Group members operate.

ECB

BoS

·

formulating and controlling the Group’s Risk

Management policies,

·

setting limits,

·

overseeing the harmonisation,

·

regular monitoring risk exposures and limits based on

centralised reporting at the Group level.

The Group greatly emphasises the risk culture and

awareness across the entire Group. The Group’s Risk

Management framework is forward-looking and

tailored to its business model and corresponding risk

profile. The main risk principles and limits are set forth

by the Group’s Risk Appetite and Risk Strategy, which

are designed in accordance with its business strategy.

The Group performs the risk identification process

regularly as part of the ICAAP and ILAAP frameworks.

All topical risks in this process, including ESG-related

ones, are comprehensively assessed, monitored, and

mitigated where necessary. Particular focus is placed

on including risk analysis in the decision-making

process at strategic and operating levels, diversification

to avoid large concentrations, optimal capital usage

and allocation, appropriate risk-adjusted pricing, and

overall compliance with internal rules and regulations.

Risk Management focuses on managing and mitigating

risks in line with the Group’s Risk Appetite and Risk

Strategy, representing the foundation of the Group’s Risk

Management framework. Within these frameworks, the

Group monitors a range of risk metrics to ensure the

Group’s risk profile is in line with its Risk Appetite. In

addition, the Group is constantly enhancing its Risk

Management system, where consistent incorporation of

ICAAP, ILAAP, the Recovery plan, and other internal

stress-testing capabilities into the Risk Management

system is essential. Moreover, the Group emphasises

their integration into the overall Risk Management

system to assure proactive support for informed

decision-making.

#### Proactive

#### Risk Management in 2023

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96

NLB Group

Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

The uniform stress-testing programme, which includes

internally developed models, stress scenarios,

and sensitivity analysis, is regularly revised and

complemented. The Group established an internal

ESG stress-testing concept to identify the most relevant

financial vulnerabilities stemming from climate risk,

which is constantly further enhanced by considering

available ESG-related data. Such a comprehensive

stress-testing framework is the subject of a regular

internal validation cycle and related procedures where

the Group established a comprehensive validation

framework. The Group supports a robust validation

governance process and controls over applied and

selected risk approaches and internal models.

The business and operating environment relevant for

the Group operations is changing, with trends such

as sustainability, social responsibility, governance,

changing customer behaviour, emerging new

technologies, and competitors actively contributing to

a more sustainable, balanced, and inclusive economic

and social system – as well increasing new regulatory

requirements. It should be noted that Risk Management

is continuously adapting to detect and manage new

potential emerging risks.

Figure 50:

NLB Group’s Risk Management framework

Business strategy

ICAAP

&

ILAAP

inputs

Risk identification

Risk Appetite (Limit system)

Capital and Financial planning

Results

Recovery plan

Assessment of liquidity and capital

(significant deterioration)

ILAAP

• Economic and

normative assessment

of liquidity

• Stress tests

• Liquidity contingency

plan (LCP)

ICAAP

• Economic and

normative

assessment of

capital

• Stress tests

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97

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Proactive Risk Management in 2023

#### A prudent capital-level position and achieved interim MREL targets

One of the key aims of Risk Management is to preserve a

prudent level of the Group’s capital position. The Group

monitors its capital position at the Group and individual

subsidiary bank levels in accordance with the Risk

Appetite. It also incorporates normative and economic

perspectives as part of the established ICAAP process.

As at 31 December 2023, the Group had a very solid

capital position and TCR of 20.3% (1.1 p.p. YoY increase).

The CET1 ratio, representing capital of the highest

quality, stood at 16.4% (1.3 p.p. YoY decrease).

Capital is higher mainly due to the partial inclusion of

2023 profit (EUR 327.4 million). Temporary treatment

of FVOCI for sovereign securities ceased to apply,

resulting in a decrease of capital by EUR 61.6 million.

This effect was compensated with EUR 84.5 million of

revaluation adjustments. In addition, a deduction item

related to deferred taxes decreased the capital by

EUR 47.0 million.

An increase of RWA in NLB Group for credit risk mostly

relates to the contribution of acquired N Banka and

ramping up lending activity in all NLB Group banks.

RWA growth was partially mitigated by CRR-eligible real

estate collaterals. A slight increase in RWAs for market

risks and CVA is mainly the result of higher RWA for

FX risk. The main effect of an increase in the RWA for

operational risks derives from the higher net interests,

resulting in a higher three-year average of relevant

income.

As at 31 December 2023, the Group meets all fully loaded

regulatory requirements. Moreover, enhanced overall

corporate governance in recent years led to a lower P2R,

which decreased from 2.40% applicable in 2023 to 2.12%

applicable from 1 January 2024, while Pillar 2 Guidance

remains at a low level of 1%.

The MREL requirement forms part of the Group’s risk

appetite, whereby its fulfilment is regularly analysed and

monitored. NLB complies with all interim targets. More

information on MREL is available in the chapter

Funding

Strategy, Capital, and MREL Compliance

.

Figure 51:

NLB Group’s Pillar 2 Requirement evolution

2018

2019

2020

2021

2022

2023

2024

3.50%

3.25%

2.75%

2.75%

2.60%

2.40%

2.12%

![]()

98

NLB Group

Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Maintaining a solid level and structure of liquidity

Maintaining a solid level and structure of liquidity

represents the next very important risk target. The

liquidity position remained stable and strong at the

Group and individual subsidiary bank levels. Group

LCR slightly increased to 245.7% (by 25.4 p.p. YoY),

remaining well above the risk appetite limit. The level of

the unencumbered eligible liquid reserves remained at a

high level, representing 39.6% of total assets. The Group

has sufficient liquidity reserves in the form of placements

with the ECB, prime debt securities, and money market

placements. Even in the event of the combined adverse

stress scenario, the Group would survive at least three

months under such stress conditions. The core funding

base of the Group predominately represents retail

customer deposits with a very stable and constantly

growing base. LTD increased to 66.2% from 65.3% at

the end of 2022, though it remains at a very comfortable

level.

Figure 52:

NLB Group’s LCR

LCR NLB Group

300%

280%

260%

240%

220%

200%

180%

160%

140%

120%

100%

31 Jan 2023

28 Feb 2023

31 Mar 2023

30 Apr 2023

31 May 2023

30 Jun 2023

31 Jul 2023

31 Aug 2023

30 Sep 2023

31 Oct 2023

30 Nov 2023

31 Dec 2023

31 Dec 2022

![]()

99

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Maintaining adequate credit portfolio quality

Maintaining adequate credit portfolio quality is the most

important goal, focusing on cautious risk-taking and the

quality of new loans, leading to a diversified portfolio

of customers. The Group is constantly developing a

wide range of advanced approaches in the credit risk

assessment segment in line with best banking practices

to enhance the existing risk management tools further

Figure 53:

NLB Group structure of the credit portfolio

(i)

(gross loans) by segment (in EUR millions) and rating

(ii)

SME

3,764

Corporates

2,865

Retail housing

4,105

Retail consumer

3,131

State

(iii)

5,928

Institutions

451

#### EUR 20.2 billion

A

B

C

D

E

62%

33%

3%

1%

1%

63%

32%

3%

1%

1%

63%

NPLs

33%

3%

1%

1%

31 Dec 2021

31 Dec 2022

31 Dec 2023

Highest quality

Default

(i) Loan portfolio also includes reserves at CBs and demand deposits at banks, which are also shown in the rating distribution.

(ii) Ratings A, B, and C are performing exposures. Rating A: investment grade clients with high financial stability; Rating B: clients with high ability to repay their obligations, a significant aggravation of the economic environment would

cause problems to them; Rating C: performing clients with increased level of risk who may encounter issues with settlement of liabilities in the future; Ratings D and E are NPLs: Default clients (article 178 of CRR), including clients in delay

>90 days and other clients considered "unlikely to pay" with delays below 90 days. The numbers may add up to less than 100% due to rounding.

(iii) State includes exposures to CBs.

while enabling greater customer responsiveness. The

restructuring approach in the Group is focused on

the early detection of clients with potential financial

difficulties and their proactive treatment.

The Group actively supports SEE markets by financing

existing and new creditworthy clients. The Group’s

lending strategy focuses on its core markets of retail,

SME, and selected corporate business activities within

the region and EU. In the Slovenian market, the focus is

on providing appropriate solutions for retail, medium-

sized companies, and small enterprise segments,

whereas in the corporate segment, the Bank established

cooperation with selected corporate clients (through

different types of lending or investment instruments).

All other banking members in the SEE region where the

Group is present are universal banks, mainly focused

on the retail, medium-sized companies, and small

enterprise segments. Their primary goal is to provide

comprehensive services to clients by applying prudent

risk management principles.

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NLB Group

Annual Report

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#### Overview

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SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Companies’ financing also includes financing of real

estate activities (projects), which represent a smaller

part of the portfolio. Projects are carefully monitored

throughout each phase of construction. For

income-producing CRE companies in the operating

phase, the DSCR is between 1.2 and 1.4, and the LTV is,

on average, lower than 60%; a sufficient reserve and

repayment to the Bank is not threatened. For most

approved loans, an amortization repayment structure

was backed against the background of concluded

long-term rental contracts (offices and shopping

malls segment).

In the development phase, the Bank requires a minimum

of 25% of equity and a pre-lease/pre-sale of 30% for

offices, 60% for shopping malls and 20% for residential

real estate before first disbursement. The Bank finances

projects sponsored by investors with proven track

records. In the CRE portfolio, occupancy rates and rent

deterioration have not been observed.

Lending growth was observed in the corporate, as well

as in the retail segments in 2023. In the circumstances

of the growing EURIBOR, there was a certain transfer

to fixed interest rates; at the same time, the new loan

production slowed down compared to the previous year.

In the corporate segment, the Bank seized opportunities

to finance some of the region’s top corporate clients

while focusing on SMEs as its key segment. The current

structure of the credit portfolio (gross loans) consists of

35.7% retail clients, 14.2% large corporate clients, and

18.6% SMEs and micro companies, while the remainder

of the portfolio consists of other liquid assets. The

credit portfolio remains well diversified, and no large

concentration exists in any specific industry or client

segment. The share of the retail portfolio in the whole

credit portfolio is quite substantial, with mortgage loans

as the still prevailing segment.

Table 31:

Overview of NLB Group loan portfolio by industry as at 31 December 2023

Corporate sector

Retail sector

in EUR millions

Corporate sector by industry

NLB Group

%

∆ 2023

Accommodation and food service activities

198.8

3.0%

-17.9

Act. of extraterritorial org. and bodies

0.0

0.0%

0.0

Administrative and support service activities

111.3

1.7%

31.5

Agriculture, forestry and fishing

344.7

5.2%

18.4

Arts, entertainment and recreation

20.0

0.3%

-3.6

Construction industry

556.9

8.4%

-12.8

Education

15.0

0.2%

1.1

Electricity, gas, steam and air conditioning

543.3

8.2%

-7.2

Finance

144.4

2.2%

-80.3

Human health and social work activities

37.4

0.6%

-9.5

Information and communication

291.6

4.4%

-23.3

Manufacturing

1,524.9

23.0%

66.0

Mining and quarrying

46.1

0.7%

-8.1

Professional, scientific and techn. act.

234.9

3.5%

47.7

Public admin., defence, compulsory social.

199.5

3.0%

10.8

Real estate activities

377.4

5.7%

64.6

Services

13.9

0.2%

-2.8

Transport and storage

619.0

9.3%

-10.5

Water supply

57.1

0.9%

5.8

Wholesale and retail trade

1,290.2

19.5%

12.3

Other

2.8

0.0%

1.5

Total Corporate sector

6,629.3

100.0%

83.7

Retail housing

57%

Retail consumer

43%

#### EUR 7.2 billion

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101

NLB Group

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Overview

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Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Figure 54:

NLB Group corporate and retail loan portfolio by

interest rates as at 31 December 2023

Approximately 53% of the NLB Group corporate and

retail loan portfolio is linked to a fixed interest rate, and

the rest to a floating rate (mainly the Euribor reference

rate). Floating interest rates dominate the corporate

segment. In the retail segment, close to 70% of the loan

portfolio is linked to a fixed interest rate, which results

from considerable growth predominately of housing

loans in 2023 and activities of changing the type of

contractual interest rates for existing loans at the client’s

request.

Figure 55:

NLB Group loan portfolio by stages as at 31 December 2023

Stage 1

95%

Stage 2

3%

Stage 3

2%

FVTPL

0%

Corporate

31%

Retail

36%

State

31%

Institutions

2%

Table 32:

NLB Group loan portfolio by stages as at 31 December 2023

in EUR millions

Credit portfolio

Provisions and FV changes for credit portfolio

Stage 1

Stage 2

Stage 3 & FVTPL

Stage 1

Stage 2

Stage 3 & FVTPL

Credit

portfolio

Share of

Total

YTD

change

Credit

portfolio

Share of

Total

YTD

change

Credit

portfolio

Share of

Total

YTD

change

Provision

Volume

Provision

Coverage

Provision

Volume

Provision

Coverage

Provisions

& FV

changes

Coverage

with

provisions

and FV

changes

Total NLB Group

19,239.2

95.0%

1,781.6

704.1

3.5%

85.9

300.5

1.5%

-27.5

92.3

0.5%

44.1

6.3%

194.2

64.6%

o/w Corporate

6,005.6

90.6%

85.6

454.3

6.9%

28.6

169.4

2.6%

-30.4

50.0

0.8%

19.7

4.3%

109.7

64.7%

o/w Retail

6,854.7

94.7%

431.7

249.6

3.4%

57.0

131.0

1.8%

3.0

39.7

0.6%

24.4

9.8%

84.4

64.4%

o/w State

5,928.1

100.0%

1,182.5

-

-

-

0.0

0.0%

-0.1

2.4

0.0%

-

-

0.0

98.4%

o/w Institutions

450.8

99.9%

81.8

0.3

0.1%

0.3

0.1

0.0%

0.0

0.2

0.0%

-

-

0.1

75.9%

Figure 56:

NLB Group Corporate and Retail loan portfolio (valued at amortised cost) by stages

Corporate

Retail

Corporate

Retail

Corporate

Retail

5,920

Stage 1 by segment

(in EUR millions)

Stage 2 by segment

(in EUR millions)

Stage 3 by segment

(in EUR millions)

6,423

426

193

200

128

4,526

5,371

412

120

242

130

6,006

6,855

454

250

169

131

31 Dec 2021

31 Dec 2022

31 Dec 2023

+1% YoY

+7% YoY

+7% YoY

+30% YoY

-15% YoY

+2% YoY

The majority of the Group’s loan portfolio is classified

as Stage 1 (95.0%), the remaining portfolio as Stage 2

(3.5%), Stage 3, and FVTPL (1.5%). The portfolio quality

remains very stable, with increasing Stage 1 exposures

and a relatively low percentage of NPLs. The percentage

of the Stage 1 loan portfolio remains almost at the same

level as at the end of 2022, i.e., at 94.7% in the retail

segment, while in the corporate segment, despite the

adverse economic conditions, improved to the level of

90.6%, which is a result of cautious lending policy and

successful closure of NPL. The Stage 2 allocation slightly

increased in the corporate and retail segment due to

the changed macroeconomic conditions and improved

Early Warning System (EWS). Nevertheless, the increase

remains negligible compared to the entire portfolio

volume.

Corporate

(incl. SME)

Consumer

Housing

Fix

Float

37%

66%

70%

30%

34%

63%

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NLB Group

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#### Business

#### Report

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Outlook

Sustainability

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Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### New NPLs formation and NPL management

In 2023, NPL formation amounted to EUR 118 million or

0.6% of the total loan portfolio. Nevertheless, the total

amount of NPL decreased during 2023 and remained

quite low.

Figure 57:

NLB Group gross NPL formation (in EUR millions)

7

2021

2022

2023

0.9%

0.7%

0.6%

Formation /

gross loans

(stock)

Corporate

SME

Retail

5

70

51

76

43

80

58

143

127

118

In 2023, the Bank released impairments and provisions

for a credit risk of EUR 11.8 million. The established

impairments derive from portfolio development, new

financing and any portfolio deterioration. In contrast,

material repayments of written-off receivables and

changes in models contributed to a lower total impact

and negative cost of risk of -7 bps in the financial year.

Macroeconomic conditions in the region could continue

to be affected by high inflation and relatively low GDP

growth, which could have a negative impact on the

level of the cost of risk in the following periods, but their

impact should not be substantial.

Figure 58:

Cumulative net new impairments and provisions for credit risk in NLB Group (in EUR millions)

Changes in models /

risk parameters

Portfolio

development

Repayments of

written-off receivables

Net impairments

and provisions for

credit risk 1-12 2023

release

establishment

-22.9

24.2

11.8

10.4

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NLB Group

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Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

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Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

(i) By internal definition.

Precisely set targets and various proactive workout

approaches facilitated the management of the non-

performing portfolio. The Group’s approach to NPL

management puts a strong emphasis on restructuring

and the use of other active NPL management tools,

such as the foreclosure of collateral, the sale of claims,

and pledged assets. In 2023, the multi-year declining

trend of the non-performing credit portfolio stock

continued, primarily due to repayments, cured clients,

and the collection. The non-performing credit portfolio

stock in the Group decreased to EUR 300.5 million at

the end of 2023 compared to EUR 328.3 million at the

end of 2022. The combined result of contraction in the

non-performing credit portfolio stock and credit growth

of a higher quality portfolio led to 1.5% of NPLs. At the

same time, the internationally more comparable NPE

ratio, based on the EBA methodology, stood at 1.1%. The

Group’s indicator gross NPL ratio, defined by the EBA,

equals 2.1%.

Figure 59:

NLB Group NPL, NPL ratio and Coverage ratio 1

(i)

(in EUR millions)

31 Dec 2019

31 Dec 2020

31 Dec 2021

31 Dec 2022

31 Dec 2023

375

475

367

328

301

Coverage ratio 1

NLP ratio

NLPs

89.2%

81.8%

86.1%

98.9%

110.0%

3.8%

3.5%

2.4%

1.8%

1.5%

Due to extensive experience gained in the last few

years in dealing with clients with financial difficulties

resulting primarily from legacy portfolios, the Group

has developed an extensive knowledge base both

in the prevention of financial difficulties for clients

to restructure viable clients in case of need, and to

efficiently work out exposures with no realistic recovery

prospects. This extensive knowledge base is available

throughout the Group. Risk units, as well as restructuring

and workout teams, are properly staffed and have the

capacity to deal, if needed, with considerably increased

volumes in a professional and efficient manner.

An important Group strength is the NPL coverage ratio 1

(coverage of gross NPLs with impairments for all loans),

which remains high at 110.0%. Furthermore, the Group’s

NPL coverage ratio 2 (coverage of gross NPLs with

impairments for NPL) stands at 64.6%, well above the

EU average published by the EBA (42.6% for Q3 2023).

As such, it enables a further reduction in NPLs without

significantly influencing the cost of risk in the coming

years.

The Group strives to ensure the best possible collateral

for long-term loans, namely mortgages in most cases.

Thus, the real-estate mortgage is the most frequent

form of loan collateral for corporate and retail clients. In

corporate loans, government and corporate guarantees

are also common types of collateral. In retail loans, the

other most frequent types of loan collateral are loan

insurances by insurance companies and guarantors.

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NLB Group

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MB Statement

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Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Low market risk in the trading book

Regarding market risks in the trading book, the Group

pursues a low-risk appetite for market risk in the trading

book. The exposure to trading (according to the CRR)

is only allowed to be carried by the parent Bank as the

main entity of the Group and is very limited.

The Group carries its main business activities in euros,

and the subsidiary banks, in addition to their domestic

currencies, also operate in euros, the Group’s reporting

currency. The Group’s net open FX position from

transactional risk is low, at 1.4% of capital. Regarding

structural FX positions on a consolidated level, assets

and liabilities held in foreign operations are converted

into euro currency at the closing FX rate on the balance

sheet date. FX differences of non-euro assets and

liabilities are recognised in the other comprehensive

income and, therefore, affect shareholder’s equity and

CET1 capital.

#### Proactive management of interest rate risk in the banking book

The exposure to interest rate risk is moderate and

derives mainly from the banking book positions. The

Group has a strategy of maintaining a low Economic

Value of Equity (EVE) indicator while simultaneously

monitoring the effects on Earnings At Risk (EAR). Bonds

and loans with a fixed interest rate contribute the

most to the interest rate risk exposure in terms of the

Economic Value of Equity (EVE) indicator. In contrast,

exposure is managed with core deposits, which present

the most important and material element of interest rate

risk management. To a lesser extent, the Group also uses

plain vanilla derivatives to hedge risk.

The exposure to interest rate risk remains modest, within

the risk appetite limits. The Group applies different

scenarios when assessing the EVE sensitivity. In 2023,

the Group upgraded the measuring of interest rate risk

according to new EBA Guidelines, which impacted EVE

result. From the EVE perspective, the estimated capital

sensitivity of the worst regulatory scenario (parallel up

+200 bps) is 4.2% of the Group’s T1 capital.

Figure 60:

NLB Group’s EVE evolution

31 Dec 2022

31 Mar 2023

30 Jun 2023

30 Sep 2023

31 Dec 2023

-5.1%

-2.7%

-3.7%

-3.0%

-4.2%

![]()

105

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Robust operational risk management

In operational risk management, where the Group

has established a robust operational risk culture, the

main qualitative activities refer to reporting loss events

and identifying, assessing, and managing operational

risks. Constant improvements of control activities,

processes, and/or organisation are performed on this

basis. Besides that, the Group also focuses on proactive

mitigation, prevention, and minimisation of potential

damage. Special attention is dedicated to the stress-

testing system, based on a scenario analysis referring

to the potentially high severity, low-frequency events

and modelling data on loss events. The Bank uses the

gamma distribution technique for modelling, which

proved to be the most suitable. From an economic

perspective, the aim is to ensure the necessary capital

for materially important risks that could happen

extremely rarely. Consequently, data on realised loss

events are used with a confidence interval of 99.9%.

Moreover, some add-ons are added for specific current

and significant risks. In a normative view, a 90%

confidence level is used for more plausible, but still

severe events which would be absorbed through P&L.

In NLB Group, the reported incurred net loss arising

from loss events in 2023 was higher than in the previous

year but remained within the set tolerance limits for

operational risk. Certain litigation costs occurred due

to systemic issues such as changes in the interpretation

of legislation (e.g. introduction of reimbursement

of a proportional part of loan costs in case of early

repayment of consumer loans in Slovenia), litigation risk

(e.g. litigation cases related to loan processing fee and

loan insurance premium in Serbia) and changes of tax

treatment of banking business (e.g. application of VAT

on card payments services in Bosnia and Herzegovina).

Apart from losses already included in the loss event

database, the Bank could also experience one-off and

unpredictable extreme events. The list of such potential

events is updated yearly, based on current risks in

the Bank’s environment or past realised events in the

banking industry. For those possible and topical events,

scenario analyses are prepared. In 2023, several such

scenarios were defined. The cyber-attack scenario as

an umbrella scenario was further divided into five more

detailed scenarios for different types of such attacks.

The results show that the most significant loss could

derive from the following potential events: possible

difficulties operating electronic banking channels,

anti-money laundering, cyber-attacks, other external

fraud events, and legal risk. For these scenarios, existent

controls were additionally revised, while for identifying

potential deficiencies, mitigation measures were

defined.

Furthermore, key risk indicators serve as an early

warning system for the broader field of operational

risks (such as HR, processes, systems, and external

conditions). They are regularly monitored, analysed, and

reported to improve the existing internal controls and

enable on-time reactions.

The Group supports proactive discussion of operational

risks on all hierarchical levels. Every employee can

report loss events. The biggest/most important

operational risks are escalated in a short period and

discussed at the Operational Risk Committee sessions,

while implementation of the mitigation measures is

closely monitored.

In addition, the Group was also diligently managing

other non-financial risks, referring to the Group’s

business model or arising from other external

circumstances within the established ICAAP process.

#### Incorporating ESG risks

The Group contributes to sustainable finance by

incorporating ESG risks into its business strategies,

its risk management framework, and internal

governance arrangements. By adopting the NLB Group

Sustainability programme, the Group implemented the

main sustainability elements into its business model.

The NLB Group Sustainability Committee oversees the

integration of ESG factors into the NLB Group business

model. Thus, sustainable finance integrates ESG criteria

into the Group’s business and investment decisions for

the lasting benefit of the Group’s clients and society.

ESG risks do not represent a new risk category, but

rather one of the risk drivers of the existing type of

risks. The Group integrates and manages them within

the established risk management framework in the

areas of credit, liquidity, market, and operational

risk. The management of ESG risks follows ECB

and EBA guidelines, following the tendency of their

comprehensive integration into all relevant processes.

The availability of ESG data in the region where the

Group operates is still lacking. Nevertheless, the Group

made significant progress in obtaining relevant ESG-

related data from its clients, being the prerequisite for

adequate decision-making and the corresponding

proactive management of ESG risks. For the purpose

of calculating credit portfolio GHG emissions, several

important activities started in 2022. For larger corporate

clients, the Group initiated direct Scope 1, 2, and 3 data-

gathering processes, whereas for the SME and micro-

segments, it developed its own proxies in cooperation

with an external expert. In residential mortgages, the

most essential input for GHG calculation is the buildings’

energy performance certificates. In H1 2023, NLB Group

disclosed financed GHG emissions arising from its credit

portfolio in Pillar 3 Disclosures. Besides the emissions,

the Group collected, analysed, and used relevant

historical data for physical risk and publicly available

climate change pertinent studies to its region.

The Group conducts a materiality assessment as part

of its overall risk identification process to determine

the level of transitional and physical risk to which the

Group is exposed. In this process, the identification

of environmental risk factors, relevant transmission

channels, and their materiality and impact on the

Group’s financial performance in short-, mid-, and

long-term periods are assessed. From the perspective

of physical risk, the most relevant natural disasters

are floods, landslides and drought, while hail and

windstorms are also frequent but less material. Despite

this, the Group can expect its impact to increase in the

long run if no adequate changes are implemented

are implemented by governments and society in a

timely manner. Chronic risk is not determined as a

material risk. Transition risks already arise in the short

term due to the determination of the EU to reduce

carbon emissions, according to its ambitious net zero

strategy by 2050. With the NZBA commitment and

implementation of NLB Group’s Net Zero Strategy in

2023, its impacts are expected to diminish gradually in

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106

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

the long run. Nevertheless, the Group assessed them

more materially than physical risk.

In recent years, the Bank signed Framework

Agreements with the EBRD, such as the Contract of

Guarantees with MIGA, and committed to the UN

Principles of Responsible Banking. Consequently, the

Group established a mechanism for environmental

and social screening of current or potential financing

applications against the MIGA and EBRD Exclusion

List and applicable environmental and social laws.

The management of ESG risks is incorporated into

the Group’s overall credit approval process and the

related credit portfolio management. Sustainable

financing is implemented in accordance with the Group’s

Environmental and Social Management System (ESMS).

In addition to addressing ESG risks in all relevant stages

of the credit-granting process, relevant ESG criteria were

also considered in the collateral evaluation process.

In the process of the transaction approval, collecting

ESG data at the KYC stage was established. A regulatory

compliance check represents the next important step

and includes verification that a client is adhering to

the applicable laws, regulations, and standards. If the

transaction is classified with a high E&S risk, a strict

deviation management process is in place that ensures

further enhanced risk assessment. During a project’s

lifetime, ESG risk monitoring is established to assess

the impact of each risk and create a strategy for its

mitigation. With that, the Group ensures that the risks are

adequately addressed and that any changes or newly

emerged risks are identified and addressed.

On the portfolio level, the Group does not face any large

concentration towards specific NACE industrial sectors

exposed to climate risk, with the role of transitional

risk being more prevalent. Based on the industry

segmentation of the portfolio and corresponding

emissions, the Group has a relatively low exposure

to emission-intensive sectors in its corporate clients’

businesses. The Group does not finance companies that

extract fossil fuels or operate coal-fired power plants as

part of its strategy. Moreover, in December 2023, NLB, as

a member of the UN Net-Zero Banking Alliance, publicly

disclosed its Net-Zero commitment. With this step,

the Bank pledged to align its lending and investment

portfolio with net-zero emissions by 2050. In its initial

round of NZBA targets, NLB Group has focused on fossil

fuel-based and highly energy-intensive sectors (power

generation and iron and steel) and other sectors where

the Bank has substantial emissions and/or exposure

and available data. These include residential mortgages

and commercial real estate. These targets will be

integrated into NLB Group’s Risk appetite as well.

Besides, the Group analyses and monitors its credit

portfolio using heat maps. For heat maps, the Group

aggregates single risks by using predefined weights to

determine a final risk score. Such an approach enables

different views over the Group’s corporate portfolio from

physical and transition risk perspectives. Concerning

physical risk, some adverse events in the region in the

past years were observed in the public infrastructure

and agriculture. However, they were reimbursed

to a large extent by the government or insurance.

Consequently, there were no material impacts on the

Group’s portfolio quality or liquidity.

The Group carefully considers potential reputation

and liability risks that could arise from the sustainable

financing of its clients. Special attention is given to

approving new products and monitoring the fulfilment

of relevant criteria by the clients. Additional key risk

indicators have been addressed, serving as an early

warning system in the area of ESG risks. Besides,

physical risks, as part of ESG risks in the area of

operational risk, are addressed in the Group’s business

continuity management (BCM). As such, BCM is carried

out to protect lives, goods, and reputation. Business

continuity plans included relevant ESG risks. They are

prepared to be used in the event of natural disasters, IT

disasters, and the undesired effects of the environment

to mitigate their consequences.

An internal ESG stress-testing concept to identify the

most relevant financial vulnerabilities stemming from

transitional and physical climate risks was established,

which was further revised and enhanced by considering

disposable ESG-related data. The results of the climate

stress tests showed no material impacts on the Group’s

capital and liquidity positions.

As a systemically important institution, the Group was

included in the ECB Stress test exercise – 2024 EBA

Fit-for-55 climate risk scenario analysis. The exercise

started in December 2023 and will be concluded in

March 2024. By performing this exercise, the ECB

assessed how banks were prepared to deal with

financial and economic shocks stemming from climate

risk.

In 2023, NLB’s ESG Risk Rating was revised and

improved. The assigned rating reflects a low risk of

experiencing material financial impacts from ESG

factors.

Further information on risk management is available in

Note 6

of the financial part of the report,

Pillar 3 Disclosures

, and the

NLB Group Sustainability

Report 2023

.

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#### Advantage is built in every slide and everyturn.

Slovenian

alpine skiing team

#### From it we can truly learn how important it is to work in sync …

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108

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### IT and Cyber

#### Security

The Group remains committed to providing its clients

with sustainable and efficient services that are

supported by highly reliable and secure technology

platforms. The Bank is also advancing its technology

transformation programme and consolidating core

banking systems. IT Security, IT Infrastructure, and

IT Governance have made significant progress in the

consolidation process at the Group level. Additionally,

the Bank rolled out further group-wide business

solutions like a contact centre and new product

origination platform, and successfully launched a

new digital banking platform in Slovenia. The Bank

also successfully carried out a technical merger with

N Banka. The Bank has prioritised and invested in

extra resources and products to enhance overall

cyber security resilience in response to the increase in

general cyber security risks.

#### IT Strategy 2020–2024

At the end of 2020, an upgraded IT Strategy

incorporating the Group dimension was adopted. Since

the existing one is coming to an end, the strategy for

the next period is being prepared to pursue further

digital transformation. The current IT Strategy covers the

following:

Vision

Build the best digital banking IT team in the SEE region.

Mission

Enable the best client and employee experiences

through reliable, effective, secure, accessible, and

scalable IT solutions.

Main principles

·

Increase client satisfaction in all segments with a new

digital omnichannel platform, digitise client journeys

and interactions (CRM), and achieve operational

excellence.

·

Have an effective IT architecture using cloud solutions

and open-source software where possible.

·

Introduce a new way of agile development and DevOps

transformation, leading to shorter release cycles,

automated testing, and fewer manual tasks.

·

Ensure the necessary development capacity.

·

Introduce modern collaboration tools and digitise

internal processes.

·

Ensure quality, security, and availability of IT systems

and applications.

·

Have a highly motivated, effective, and satisfied IT

team working closely with the business side.

#### IT Infrastructure: Ensuring reliability and resilience

Confirmed high performance with numbers

IT performance is monitored through a set of relevant

indicators that are linked to the Balanced Scorecard

(BSC) system. The indicators reflect high performance

of IT operations and successful risk management in

this segment. With 99.95% IT system availability and a

very low 0.05% of unplanned interruptions, the Bank

continues to prioritise stability. In 2023, the number of

days without system/service interruptions was 79%

(2022: 81.1%). Harmonised Service Level Agreements

(SLA) are in place with users of the information

system, which the Bank has managed to fulfil to a very

high degree. The Group members recorded high IT

operational performance (between 99.87% and 99.99%).

#### Main IT initiatives

Transformation with expanding group-wide

capabilities

The primary focus is to transform IT, cover the

organisation, group perspective, processes, people,

and technology. The IT has supported a more agile

way of delivery to make a better partner to businesses,

resulting in higher efficiency. Specifically, a Group IT

domain concept was introduced that promotes shared

teams and IT solutions across the Group.

Group-wide capabilities are still expanding, and the

Group Competence Centre in Belgrade, Serbia, which

was transferred from the Bank to a separate IT service

company called NLB DigIt, significantly supports

development on the Group level.

Change of delivery approach

The team has made significant achievements in the

key strategic directions regarding solution delivery.

They developed a new call centre solution in Slovenia,

executed new deployments in the Group, and fully

enrolled a new Digital Banking platform in Slovenia.

Additionally, the team made progress in reducing

reliance on the mainframe and migrated the next set of

applications from the mainframe to distributed systems.

After acquiring N Banka, the Bank onboarded N Banka

IT into the Group and developed an integration plan and

strategy in 2022. The technical merger was completed in

2023.

Core systems consolidation

IT followed the core banking system strategy, and the

consolidation of core banking systems is in progress.

Due to the N Banka integration in Slovenia, the

programme course was adjusted, and the first scope

was migrated into the new target core system.

Enterprise and application architecture

The focus of enterprise and application architecture is

on two key areas. The first focuses on the Group solution,

with most new solutions adhering to a Group standard

and associated Group roadmaps. New Group solutions

have been chosen for a digital web portal and Customer

Relationship Management.

The second area involves establishing a standardised

enterprise architecture management system for which

a market standard tool was procured to enable simpler

application portfolio management, mitigate software

obsolescence and IT risks and provide support in

defining transformation paths.

99.95%

#### availability in NLB

#### Strengthening the team and extra investments in cyber security

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109

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Data management

The Bank continues implementing a comprehensive

data management platform across the Group,

encompassing an enterprise data warehouse, advanced

analytics, risk management analytics, profitability,

data governance, and consolidated Group regulatory

reporting. The Group continues to address data

throughout the entire life cycle by implementing data

governance policies and tools.

Outlook

In the upcoming years, the Bank remains dedicated

to investing in newly adopted technologies crucial

for supporting the business strategy, especially in

digital, data, the cloud, and customer relationship

management. The aim is to consolidate the Group’s

infrastructure, simplify core systems, and elevate

the client experience regarding quality, innovation,

reliability, and security.

#### Digital penetration

The Group is working towards digitalisation, which

involves utilising the available and ever-changing

information technology tools to enhance its efficiency

and provide clients with more innovative, personalised,

accurate, and prompt service. With an increasing

number of smartphone users, the Group aims to move

more customers to alternative distribution channels.

The Group is committed to developing a wide range of

24/7 digital solutions to bring clients closer and offer

them anchor products and accessible and personalised

digital services. The primary objective is to encourage

digital banking adoption among active customers.

#### Cyber security

Strengthening team and implementing new solutions

The Group focuses on cyber security, assuring

confidentiality, integrity, and availability of data,

information, and IT systems supporting banking

services and products for clients. Cyber security in the

Group is constantly tested and upgraded by security

assessments, independent reviews, and penetration

testing, and also regularly discussed at the Bank’s

Information Security Steering Committee, Operational

Risk Committee, and Management Board meetings.

During 2023, the Group stepped up its cyber security

capabilities regarding human resources by hiring

specialists for different domains. Currently there are 35

FTEs hired in IT security as the first line of defence and

21 FTEs in the CISO corner, working as a second line

of defence. Additionally, improvements were made in

vulnerability management, with all Group members now

utilising a unified solution and configuration.

The team can conduct on-demand scans and stay

abreast of global trends and most recently published

vulnerabilities, which provides a more proactive

approach to the whole vulnerability remediation process

in the Group.

Several different new cyber security solutions were

introduced within the Group, and the implementation

process was initiated in all banks, leading to EUR 1.9

million CAPEX and EUR 2.0 million OPEX annually spent

#### More than

### 1.7 million

#### digital users in the Group

at the Group level. The goal is to have Group unified

cyber security solutions in place, guaranteeing equal

levels of protection throughout all Group members.

The most significant achievement of the Group Cyber

security team is that almost all bank members in

2023 had individual on-demand requests for different

penetration testing services. More information about

cyber security is available in the chapter

Compliance

and Integrity

.

Continuous employee education and information

exchange

All employees in the Group are continuously educated

about the importance of information/cyber security,

as well as social engineering techniques. The banks

in the Group provide employees and customers with

security notifications, especially regarding threats

in the (global) environment with potential impact on

the banks’ IT systems, services, products, and clients.

The Bank also tests the awareness of its employees

with social engineering attack simulations. Threat

intelligence data is shared by the Group team with all

Group members, providing information on the latest

threats and recommendations on mitigation measures.

In conjunction with routine phishing simulations, the

Group Cyber Security team has deployed its proprietary

phishing platform and effectively executed simulated

internal employee phishing tests across all Group

members.

Figure 61:

Digital penetration of the Group banks as at 31 December 2023

NLB,

Ljubljana

NLB KB,

Beograd

NLB Banka,

Skopje

NLB Banka,

Sarajevo

NLB Banka,

Banja Luka

NLB Banka,

Prishtina

NLB Banka,

Podgorica

61%

60%

33%

34%

67%

55%

33%

27%

29%

32%

30%

25%

19%

24%

Penetration (all)

Penetration (active)

![]()

110

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Human

#### Resources

As a frontrunner in the market, NLB Group realises

that investing in employees is crucial, and understands

that engaged employees are pivotal in achieving

our business goals and driving successful outcomes.

That is why the Group continued with its long-lasting

tradition of investing in employee development,

searching for new approaches, and introducing

new practices to improve organisational culture,

leadership, and employee experience. Simultaneously,

it firmly tries to uphold its "Top Employer" status in the

workforce market.

#### Employee Headcount

The Group continues with the optimisation of processes

and right-sizing its staffing level. Due to the acquisition

of N Banka, the number of employees rose to some

degree, but has downsized throughout the year to reach

7,982 by the end of 2023.

Table 33:

NLB Group headcount by countries

Country

31 Dec 2023

31 Dec 2022

Changes YoY

Slovenia

2,689

2,833

-144

Serbia

2,480

2,614

-134

N. Macedonia

962

954

8

BiH

990

971

19

Kosovo

468

467

1

Montenegro

390

380

10

Germany

0

1

-1

Switzerland

2

2

0

Croatia

1

6

-5

Group Total

7,982

8,228

-246

#### Aspiring to maintain

#### "Top Employer" status

The Group continues strengthening its Human Resources

(HR) practices based on feedback from reputable

institutions and benchmarks with

best-in-class HR practices. In 2023, the Bank was once

again recognised as a "Top Employer" by the Dutch

Top Employer Institute for the 8

th

consecutive year,

demonstrating a high level of expertise and contribution

in the areas of people strategy, leadership, digitalisation,

talent acquisition and development, performance

management, sustainability, and a lot more. The Bank

will continue to ensure an even more stimulating work

environment.

Investing in Employees:

#### A Longstanding

#### Tradition Continued

Organisational culture

Recognising the importance of organisational culture

in driving company development and success, the

Group has proactively embraced a comprehensive

approach to its enhancement. Following a thorough

assessment of the current organisational culture,

targeted activities have been initiated to foster more

constructive behavioural styles aligning with NLB’s

goals and target corporate culture. With the input of

employees, various improvement initiatives were defined

and implemented. The Bank introduced leadership

development programmes to improve psychological

safety and enhance organisational culture, focusing

on implementing and promoting corporate values and

work efficiency through meetings. Multiple initiatives

coupled with existing practices have proven to be an

effective way to support the desired development of

organisational culture.

Strategic leadership development

Working environments significantly impact employee

satisfaction, and leaders at all levels play an important

role in creating a productive atmosphere. The Group

is actively enhancing the leadership competencies

of its senior management to align with the changing

organisational culture. In line with this, the Group

undertook two major activities this year:

·

Employees at the B and B-1 levels in the Group

received individual development and follow-up

coaching sessions on their development needs and

action plans based on the M/I and L/I 360 feedback

on culture impact.

·

After an in-depth leadership assessment, the Group

development plans were aligned with strategy and

culture improvement.

Moreover, to ensure the leadership succession pipeline,

the Bank identifies potential successors in all Group

members.

Talent cultivation and innovation

The Group has identified talented employees in

leadership, professionalism, and youth potential.

They received additional opportunities, knowledge,

personalised development plans, essential skills to

manage and lead in future challenges.

The Bank has delivered two major internal Hackathon

initiatives to foster internal capabilities and an

innovative and entrepreneurial mindset. The Talents-on

Hackathon in the parent bank focused on developing

agile cooperation and introducing innovation. In

addition, the Data Science Hackathon was carried

out on the Group level to support the broadening and

exchanging of skills throughout the Group.

#### "Top Employer" in 2023 for the 8

th

#### consecutive year

#### On average employee spent

### 7.2 days

#### on training activities

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111

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Developing NLB Employer Brand

The Group focuses on developing and actively

cultivating its Employer Brand to attract top-tier

talent across the region. The Group has implemented

various internal and external activities to show who the

Bank is as an employer. As a caring mentor, the Bank

cooperates with multiple universities throughout the

region, offering scholarships and career opportunities

to young talents. Also, it invites internal ambassadors

to promote and provide recommendations for

employment, offers various benefits to employees, and

introduces continuous improvements to its processes. As

a confirmation of the efforts, the Bank received two Best

Employer Brand Awards in the categories of banking

and the integration of corporate and employer brands.

Retention and Mobility

Based on the aligned Retention Policy in all subsidiaries,

the Bank strategically managed across the Group to

plan, respond, and accept some challenges based on

the workforce market by attracting, developing, and

retaining employees.

The Mobility Policy within NLB Group is well established

throughout the Group. The most commonly used type of

mobility is virtual teams, established in all entities and

across borders. In addition, some reassignments and job

rotations were carried out.

Engagement of employees

A crucial part of success is the motivation and

engagement of employees. In 2023, 81.5% of employees

participated in the survey.

Figure 62:

NLB Group Employee Engagement 2023

Engaged

Not engaged

Actively disengaged

50%

37%

13%

#### Ready to Face

#### Tomorrow’s

#### Challenges

Various training activities to embrace changes

The Group upholds rigorous standards characteristic

of a contemporary learning institution. In response

to the swiftly evolving business landscape, the Bank

has broadened its array of training programmes

to encompass emerging and pertinent subjects.

These include Generative AI, Change Management,

Data Analytics, Digital Literacy, ESG, Mergers and

Acquisitions, among others, reflecting the shifts in our

business and surroundings.

To that end, in addition to regular off-the-shelf

programmes, we organised a highly technical series of

internal ESG workshops for every NLB Group Member

focusing on green investments, ESG risk scorecards,

and EU taxonomy. We also organised many digital

literacy programmes covering subjects from Generative

AI tools to MS 365 and other productivity tools to boost

the understanding and effectiveness of our employees

and better prepare them for the continuously more

digital business environment. The main goal remains

to enhance the accessibility and availability of training

or programmes by offering a diverse range of online

content and simultaneously delivering high-quality

in-class training and workshops, whether conducted

internally or externally.

The majority of training hours in the Group are provided

through internal training (45%) and internal e-learning

programmes (24%), while external training (21%) and

Udemy for Business (10%) are also utilised.

In 2023, Udemy for Business was utilised across the

Group to a substantial number of employees, enabling

them access to 7,000+ quality training courses. The

objective is to empower employees to take control of

their professional development, providing them with

opportunities to upskill or reskill anytime, anywhere.

This approach aims to equip them with the necessary

capabilities to tackle upcoming challenges effectively.

A total of 3,200 employees across the Group benefited

from Udemy access, collectively engaging in 5,449 days

of video content, averaging 1.7 days per employee with a

license.

#### Well-being & Health

The Group consistently prioritises imparting knowledge

about healthy habits and advocates for activities

contributing to employees’ well-being and satisfaction.

It fosters a healthy work environment conducive

to meaningful interpersonal connections and a

balanced work-life dynamic. The Bank proudly holds a

family-friendly certificate as a testament to these efforts.

In 2023, the Bank conducted training sessions on health

issues, addressing stress management and cultivating

healthy habits, mental well-being, mindfulness, personal

energy, and effective communication. An internal

sustainable mobility challenge ran from May through

November, promoting exercise – walking, running,

and biking – to reduce work commute-related carbon

footprint. Also, in 2023, the Bank organised a Group-

wide program called "Sustainability Festival", celebrating

environmental awareness and eco-friendly practices,

featuring engaging activities, insightful workshops, and

showcases of sustainable initiatives.

The Group continuously enables employees whose

presence on the Group’s premises is not essential to the

business process to work from home (remotely). With it,

the Group is enabling employees, if they so choose, an

option to balance their work-life balance better.

7,982

#### employees in the Group family

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112

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The Role of Remuneration

#### System in Fostering

#### Employee

#### Engagement and Commitment

Table 34:

Composed salary for an employee working in the

companies within NLB Group

Fixed part

Fixed pay is determined according to the

complexity of the job position for which the

employee has concluded a contract of employment.

Variable

part

It depends on the employee’s

working performance.

Employees are assessed and awarded:

- quarterly or half-yearly, and

- annual rewards related to the business

performance of the bank where they work.

A performance assessment is done by the

head of the employee’s organisational unit

using a top-down approach to evaluate the

employee’s achievements in relation to goals

set for a particular assessment period (quarter

or half-year). The goals are set according to the

"SMART" method, meaning they must be specific,

measurable, achievable, relevant, and time-bound.

In 2023, NLB initiated the transformation process

regarding the performance management and

reward system for employees on collective

agreement. The process of setting "SMART" goals

and cascading goals top-down by hierarchy

remains the same; changes are more related

to ensuring a more transparent and long-

term incentive scheme by implementing target

bonuses and yearly (for the business part of

the bank remains half-yearly) assessments.

All these changes will be implemented in

the Group in the upcoming period.

The Remuneration Policy for members of the

Supervisory and Management Boards of NLB

Members of the Supervisory Board may receive

remuneration compliant with the relevant resolutions of

the Bank’s General Meeting.

Members of the Management Board receive

remuneration compliant with the relevant Remuneration

Policy of members of the Supervisory and Management

Boards of NLB.

Members of the Management Board receive

remuneration consisting of a fixed part of the salary and

a variable part of the salary. The variable part of the

salary for each member of the Management Board is

awarded and paid in cash if the variable part does not

exceed EUR 50,000 and is not higher than one-third of

their total remuneration for the respective business year.

The variable part of the salary for each member of the

Management Board is awarded and paid in cash and

instruments if the amount of the variable part exceeds

EUR 50,000 and is higher than one-third of their total

remuneration for the respective business year.

At least 50% of the variable part of the salary of the

Management Board member awarded for an individual

business year shall be deferred for a period of at least

five years, starting on the day of payment of the non-

deferred part of the variable part of the salary.

In 2023, the Bank amended the Remuneration Policy,

which the Supervisory Board adopted in its session

on 26 October 2023. It was then submitted to the

General Assembly of NLB for voting, which was held on

11 December 2023. The Policy was not confirmed at the

General Assembly, but since the voting is of consultative

nature it has entered into force and is applicable as of

1 January 2024. The Remuneration Policy will be further

improved and presented to the shareholders at the next

General Meeting.

The Remuneration policy for employees in NLB and in

the Group

The Remuneration Policy for Employees in the NLB and

the Group presents the basic framework of principles

for rewarding all employees in the Group. It defines

fixed and variable remuneration, the goal-setting

system and performance criteria (Key Performance

Indicators) and sets out the conditions for the awarding

and payment of the variable part of remuneration. The

Remuneration Policy includes provisions of deferral,

malus, retention, and clawback of the variable part of

the remuneration for identified employees, severance

payments, and compensation for the non-competition

period for identified employees and pension benefits for

all employees.

#### Diversity Policy

Framework

The Policy on the Provision of Diversity of the

Management Body and Senior Management was

amended in 2022 and was adopted by the shareholders’

General Meeting in June 2022.

The Diversity Policy sets the framework for the

Bank’s commitments to diversity. It focuses on the

representation in the Management Body and senior

management on certain aspects where specific goals

and implementation of these goals related to gender

structure, age structure, professional competencies,

skills and experience, continuity of composition of

the management body and senior management,

international experience, personal integrity, and

geographical provenance are defined.

The policy is annually reviewed by the Nomination

Committee of the Supervisory Board. The Bank

implements the principles of the Diversity policy through

other policies and procedures, namely the Policy on

the selection of suitable candidates for members of the

Supervisory Board and the Policy on the selection of

suitable candidates for members of the Management

Board, as well as procedures of the Nomination

Committee of the Supervisory Board.

Objectives and process

Considering the size of the Bank, the Group members,

and their regional presence and business strategy, the

following aspects are essential to ensure diversity:

·

gender representation

·

age structure, which should reflect the age structure in

the Bank to the largest extent possible

·

professional competencies, skills and experience;

·

continuity of composition of the management body

and senior management;

·

international experience;

·

personal integrity;

·

geographical provenance.

Goals related to the above-defined aspects of diversity

are defined in the relevant diversity policy and are

disclosed in

NLB Group Sustainability Report 2023

.

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113

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Corporate Governance

Corporate governance of the Bank is based on legislation of the RoS, particularly (but not exclusively) the provisions

of the Companies Act (ZGD-1) and the Banking Act (ZBan-3), the Decision of the BoS on Internal Governance,

Management Body, Adequate Internal Capital Assessment Procedure for Banks and Savings Banks, relevant

EBA Guidelines on internal governance, EBA Guidelines on the assessment of the suitability of members of the

management body and key function holders, EBA Guidelines on prudent remuneration, and relevant EU regulations

regarding sustainability issues and other applicable RoS and EU regulations.

Apart from a binding legal framework, the Bank

complies with the Slovenian Corporate Governance

Code for Listed Companies. The Code stipulates

governance, management, and leadership principles

based on the "comply or explain" principle of companies

listed on the

Ljubljana Stock Exchange

. Deviations from

the recommendations of the said Code are published in

the NLB Group Annual Report in the section

Corporate

Governance Statement of NLB

. This statement is

prepared in accordance with Article 70 (Paragraph 5)

of the Companies Act (ZGD-1). The before-mentioned

statement is also published on the

Bank’s website

, as

well as on the website of

Ljubljana Stock Exchange –

SEOnet

.

#### Rules and Procedures

The Bank’s Corporate Governance includes processes

through which Bank objectives are set and pursued

(directed and controlled). Lately, it has become an

efficient way to channel investor-driven initiatives

related to sustainability. Corporate governance

principles identify the distribution of rights and

responsibilities among different stakeholders in

the Bank (Management and Supervisory Board,

shareholders, investors, creditors, auditor, regulators,

and other stakeholders), and include the rules and

procedures for decision-making in corporate affairs. The

most important rules and procedures are:

#### Articles of Association of NLB d.d.

NLB operates under a two-tier governance system,

defined by the Banking Act (ZBan-3) and Companies Act

(ZGD-1). The Management Board manages the Bank’s

operations, and the Supervisory Board provides for

control and supervision of the Management Board’s

work. Shareholders exercise their rights at General

Meetings of Shareholders. For more information, refer to

the Bank’s website

Corporate Governance

.

#### Corporate Governance Policy of the NLB and NLB Group

#### Governance Policy

The corporate governance framework of the Bank,

the Corporate Governance Policy of NLB (February

2023), is drawn up jointly by the Management and

the Supervisory Boards of the Bank. In this policy,

the Management and Supervisory Boards publicly

disclose commitments to shareholders, clients, creditors,

employees, and other stakeholders as a whole and

explain how the Bank is managed and supervised, as

well as adopt decisions on which corporate governance

code the Bank follows (

https://www.nlb.si/corporate-

governance

). The Corporate Governance Policy of

NLB should be read together with the NLB Group

Governance Policy (December 2023), in which the

corporate governance principles and mechanisms of

the Group members (NLB excluded) are defined and

governed.

#### NLB Group Code of Conduct

In the

NLB Group Code of Conduct

, the values, mission,

and core principles of conduct are defined together with

a set of guidelines to which the Group is committed. The

Code describes the values and basic principles of ethical

business conduct that the Group respects, promotes,

and expects to be followed by the whole Group.

Operating with integrity and responsibility is key to the

Group’s corporate culture. The Code demands that

every employee, regardless of their job or location of

work, and every other stakeholder of the Group comply

with the highest standards of integrity.

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Bank’s Governing Bodies

out the first tranche of distributable profit as dividends,

totalling EUR 55 million, which is equivalent to EUR 2.75

gross per share.

The General Meeting also adopted decisions on the

election of the Supervisory Board members. As the term

of office of four members of the Supervisory Board,

namely Deputy Chairman Andreas Klingen, Shrenik

Dhirajlal Davda, Gregor Rok Kastelic, and Mark William

Lane Richards, expired, the General Meeting also

appointed four members, of whom two were existing

and two were new. The shareholders

re-appointed Shrenik Dhirajlal Davda and Mark William

Lane Richards. They also appointed two new members,

namely Cvetka Selšek, a former CEO and Chairwoman

of the Societe Generale SKB Bank (Slovenia), and

André-Marc Prudent-Toccanier, a seasoned banker who

has held various managerial positions in his 40-year

career at Societe Generale. All four were appointed

for a four-year term of office, which for the existing

members began on the day of their appointment, while

Cvetka Selšek and André-Marc Prudent-Toccanier

assumed the position of members of the Supervisory

Board on 15 August 2023, after the ECB agreed to their

appointment to their position.

The General Meeting also decided on payments to the

members of the Supervisory Board and its committees.

In the 41

st

General Meeting of the Shareholders held

on 11 December, shareholders confirmed the payment

of additional dividends at EUR 2.75 gross per share

(the second tranche) or EUR 55 million, making a total

dividend pay-out in 2023 EUR 110 million. EUR 55 million

was already paid-out to shareholders on 27 June 2023.

Both pay-outs in a total amount of EUR 110 million from

the profit generated in 2022 are not included in the

capital base, meaning they do not affect the Group’s

capital ratios. With these pay-outs, the Bank remains

firmly on a path to fulfilling its ambition – a total capital

return through solid cash dividends in a cumulative

amount of EUR 500 million between 2022 and the end of

2025.

At the General Meeting, shareholders got acquainted

with the revised Remuneration Policy, which was not

confirmed in the consultative vote. The Remuneration

Policy enters into force, irrespective of the outcome

of the vote, and applies as of 1 January 2024 to the

remuneration of the members of the Supervisory

Board and the members of the Management Board,

which refers to the period as of 1 January 2024. The

Remuneration Policy will be further improved and

presented to the shareholders by the next General

Meeting.

More information on the work of the General Meeting

of the Shareholders activities is available in the chapter

Corporate Governance Statement of NLB

, and on the

Bank’s website

.

The Bank’s corporate governance is based on a two-

tier system in which the Management Board manages

the Bank’s daily operations, and the Supervisory Board

controls and supervises Management Board's work.

#### The General Meeting of Shareholders

The shareholders exercise their rights related to

the Bank’s operations at General Meetings. The

Bank’s General Meeting passes decisions that follow

legislation and the Bank’s Articles of Association.

Decisions adopted by the General Meeting include,

among others, adopting and amending the Articles

of Association, use of distributable profit, granting

a discharge from liability to the Management and

Supervisory Boards, changes to the Bank’s share

capital, appointing and discharging members of

the Supervisory Board (representatives of capital),

remuneration of members of the Supervisory and

Management Boards, and authorisation regarding the

characteristics of the issue of securities.

There were two General Meetings of Shareholders in

2023. At the 40

th

General Meeting of the Shareholders

dated 19 June 2023, the shareholders took note of the

adopted NLB Group Annual Report 2022. They adopted

the Report of the Supervisory Board of NLB on the

results of the examination of the NLB Group Annual

Report 2022 and the Report on remuneration in the

business year 2022 with the Additional information to the

Report on remuneration in the business year 2022 based

on SSH’s Baselines, and the Internal Audit Report for

2022, with the Opinion of the Supervisory Board of NLB.

The General Meeting adopted decisions on allocating

distributable profit from the previous year and granted

a discharge from liability to the Management Board and

Supervisory Boards. The shareholders decided to pay

General Meeting of Shareholders

Supervisory Board

Management Board

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115

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The Supervisory

#### Board

In accordance with the Articles of Association, the

Supervisory Board consists of 10 members, eight of

whom represent the interests of shareholders and two

of whom represent the interests of employees. The

Members of the Supervisory Board of the Bank

representing the shareholders’ interests are elected

and recalled at the Bank’s General Meeting from

persons proposed by shareholders or the Supervisory

Board of the Bank. Members of the Supervisory Board

of the Bank representing employees’ interests are

elected and recalled by the Workers’ Council of the

Bank. All Supervisory Board members must be

independent experts.

As at 31 December 2023:

There was only one change in the composition of the

Supervisory Board in 2023. At the General Meeting of

the Shareholders held on 19 June 2023, four members

were elected, two existing and two new, as mentioned

above. At the end of the year, the composition of the

Supervisory Board was as follows: Primož Karpe

(Chairman), Shrenik Dhirajlal Davda (Deputy Chairman),

David Eric Simon, Verica Trstenjak, Islam Osama Zekry,

Shrenik Dhirajlal Davda, Mark William Lane Richards,

Cvetka Selšek, Andre-Marc Prudent-Toccanier (all

of them shareholders' representatives), and Sergeja

Kočar and Tadeja Žbontar Rems (as employees'

representatives).

Number of members:

104

#### 8 are representatives of capital, while 2 are representatives of workers out of 10 members were female (40%)

Diversity:

As at 31 December 2023, the Supervisory Board had the following members:

#### Representatives of Capital

Primož Karpe, M.Sc.

Chairman

Term of office: 2016–2020,

renewed term 2020–2024

Shrenik Dhirajlal Davda, MBA, LLB

Deputy Chairman

Term of office: 2019–2023,

renewed term 2023–2027

David Eric Simon

Member

Term of office: 2016–2020,

renewed term 2020–2024)

Link to CV

Link to CV

Link to CV

Membership in

NLB Supervisory Board committees:

• Nomination Committee (Chairman)

• Audit Committee (Member)

• Operations and IT

Committee (Member)

Membership in

NLB Supervisory Board committees::

• Remuneration Committee

(Chairman)

• Risk Committee (Member)

• Audit Committee (Member)

Membership in

NLB Supervisory Board committees::

• Audit Committee (Chairman)

• Risk Committee (Member)

Membership in management bodies

of related or unrelated companies:

•

Angler d.o.o. – Director

•

Aroma Global 3 Ltd. – Chairman

of the Supervisory Board

Membership in management bodies

of related or unrelated companies:

•

Charity Commission of England and

Wales – Commissioner and Board

Member (since 27 March 2023)

•

IPSO, UK – Lay Member of the

Board (since 8 March 2022)

•

New Europe Capital Partners Ltd.

London, UK – Managing Director

Membership in management bodies

of related or unrelated companies:

•

Jihlavan a.s. – Chairman of

the Supervisory Board

•

Jihlavan Real Estate a.s. – Chairman

of the Supervisory Board

•

Czech Aerospace industries sro –

Legal representative

Islam Osama Zekry, Ph.D.

Member

Term of office: 2021–2025

André-Marc Prudent-Toccanier

Member

Term of office: 2023–2027

Mark William Lane Richards, M.Sc.

Member

Term of office: 2019–2023,

renewed term 2023-2027

Link to CV

Link to CV

Link to CV

Membership in

NLB Supervisory Board committees:

•

Operations and IT Committee

(Deputy Chairman)

• Nomination Committee (Member)

• Risk Committee (Member)

Membership in

NLB Supervisory Board committees:

• Risk Committee (Chairman)

• Operations and IT

Committee (Member)

• Audit Committee (Member)).

Membership in

NLB Supervisory Board committees:

• Operations and IT

Committee (Chairman)

• Remuneration Committee

(Deputy Chairman)

• Nomination Committee

(Deputy Chairman)

Membership in management bodies

of related or unrelated companies:

•

CIB Housing association, Egypt –

President of the Supervisory Board

•

Egyptian AI Council (Ministry of

Communication and Information

Technology) – Member of the

Supervisory Board

Membership in management bodies

of related or unrelated companies:

• None

Membership in management bodies

of related or unrelated companies:

• Vencap International pic

Ukraine (UK) – Chairman

•

Berry Palmer & Lyle Ltd. (BPL

Global) (Lloyds of London insurance

Broker) – Non-Executive Director

•

Sheffield Haworth Ltd –

Non-Executive Director

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116

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Representatives of Capital

Cvetka Selšek

Member

Term of office: 2023–2027

Verica Trstenjak, Ph.D.

Member

Term of office: 2020–2024

Link to CV

Link to CV

Membership in

NLB Supervisory Board committees:

• Audit Committee (Deputy

Chairwoman)

• Risk Committee (Deputy

Chairwoman)

Membership in

NLB Supervisory Board committees:

• Nomination Committee (Member)

• Remuneration Committee (Member)

Membership in management bodies

of related or unrelated companies:

• Directors’ Association of

Slovenia – Deputy President

•

Managers Association of Slovenia –

Member of the Honorable Tribunal

Membership in management bodies

of related or unrelated companies:

• None

#### Representative of Employees

Tadeja Žbontar Rems, M.Sc.

Member

Term of office: 2021–2025

Sergeja Kočar, M.Sc.

Member

Term of office: 2020–2024

Link to CV

Link to CV

Membership in

NLB Supervisory Board committees::

• Operations and IT

Committee (Member)

• Remuneration Committee (Member)

Membership in

NLB Supervisory Board committees:

• Nomination Committee (Member)

• Remuneration Committee (Member)

Membership in management bodies

of related or unrelated companies:

• None

Membership in management bodies

of related or unrelated companies:

• None

Further information about the work and composition of the Supervisory

Board is available in the chapter

Corporate Governance Statement of NLB

.

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117

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Committees of the Supervisory Board

The Supervisory Board appoints committees that

prepare proposals for resolutions passed by the

Supervisory Board, ensure their implementation, and

perform other expert tasks. The Bank’s Supervisory

Board has five collective decision-making and

advisory committees.

Selection and independence of an audit firm

The selection of and audit firm is carried according

to the internal act. A proposal for the criteria for the

appointment of the audit company and the minimum

conditions for cooperation are prepared, which also

include the mandatory disclosure of all possible (non-)

audit services. Based on the recommendation of the

Audit Committee, the Supervisory Board proposes the

appointment of an audit company, which is approved by

the Shareholders' Meeting.

The statutory auditor must assess and document

compliance with independence requirements before

accepting or continuing a statutory audit engagement.

The Audit Committee annually requires written

declarations of independence from the statutory

auditors, which must apply to both the audit firm and

the audit partners and senior personnel involved in the

audit engagement.

Further information about the work and composition of

the Committees of the Supervisory Board is available in

the chapter

Corporate Governance Statement of NLB

.

Audit Committee

Risk Committee

Nomination

Committee

Remuneration

Committee

Operations and

Information

Technology (IT)

Committee

David Eric Simon,

Chairman

Cvetka Selšek,

Deputy Chairwoman

(from 18 September

2023)

Primož Karpe,

Member

Shrenik Dhirajlal

Davda,

Member

André-Marc

Prudent-Toccanier,

Member

(from 18 September

2023)

Andreas Klingen,

Chairman

(until 19 June 2023)

André-Marc

Prudent-Toccanier,

Chairman

(from 18 September

2023)

Cvetka Selšek,

Deputy Chairwoman

(from 18 September

2023)

Shrenik Dhirajlal

Davda,

Member

Islam Osama Zekry,

Member

David Eric Simon,

Member

Primož Karpe,

Chairman

Andreas Klingen,

Deputy Chairman

(until 19 June 2023)

Mark William Lane

Richards,

Deputy Chairman

(from 18 September

2023)

Verica Trstenjak,

Member

Sergeja Kočar,

Member

Gregor Rok Kastelic,

Chairman

(until 19 June 2023)

Shrenik Dhirajlal

Davda,

Chairman

(from 18 September

2023)

Mark William Lane

Richards,

Deputy Chairman

Verica Trstenjak,

Member

Sergeja Kočar,

Member

Mark William Lane

Richards,

Chairman

Islam Osama Zekry,

Deputy Chairman

Andreas Klingen,

Member

(until 19 June 2023)

Primož Karpe,

Member

Tadeja Žbontar

Rems,

Member

André-Marc

Prudent-Toccanier,

Member

(from 18 September

2023)

Gregor Rok Kastelic,

Member

(until 19 June 2023)

Gregor Rok Kastelic,

Member

(until 19 June 2023)

Islam Osama Zekry,

Member

Tadeja Žbontar

Rems,

Member

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118

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The Management Board

The Management Board represents the Bank and

manages its daily operations, independently and at its

discretion, as provided by the applicable laws and the

Articles of Association of NLB. In accordance with the

mentioned Articles of Association, the Management

Board has three to seven members (the president and

up to six members) appointed and dismissed by the

Supervisory Board. The president and members of the

Management Board are assigned to a five-year term

of office. They may be reappointed or dismissed early

in accordance with the law and Articles of Association.

As at 31 December 2023:

As at 31 December 2023, the composition of the Management Board was as follows:

Number of members:

65

#### members-year term of office

Mandate:

Blaž Brodnjak

CEO (since 2016)

Term of office: 2012–2016, 2016–2021,

renewed term 2021–2026

Peter Andreas Burkhardt

CRO

Term of office:

2013–2016, 2016–2021,

renewed term 2021–2026

Archibald Kremser

CFO

Term of office:

2013–2016, 2016–2021,

renewed term 2021–2026

Deputy CEO (since 2023)

Link to CV

Link to CV

Link to CV

Other important functions

and achievements:

•

More than 23 years of experience in

managerial positions on all levels

of international banking groups.

•

Was a chairman or member

of the supervisory boards of

13 commercial banks in six

countries, three insurance

companies in three countries,

a leading asset management

company in Slovenia and a

multinational production group.

Other important functions

and achievements:

•

22 years of experience in banking,

especially in Central Europe.

Other important functions

and achievements:

•

More than 23 years of experience

in the financial services industry in

Austria, CEE, and SEE, focusing on

finance and asset management,

strategy and corporate

development, and performance

improvement assignments.

Direct responsibility:

•

Strategy and Business Development

• Legal and Secretariat

• Brand and Communication

• Human Resources and

Organisation Development

• Internal Audit

• Compliance and Integrity

Direct responsibility:

• Global Risk

•

Credit Risk – Corporate

•

Credit Risk – Retail

•

Workout and Legal Support

• Restructuring

• Evaluation and Control

• Financial Instruments Processing

• Corporate Customer Delivery

• Retail Banking Processing

Direct responsibility:

• Financial Accounting

and Administration

• Controlling

• Financial Markets

•

Group Real Estate Management

• IT Delivery

• IT Infrastructure

• Data Management

• IT Governance

• IT Security

• Procurement

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Chairman of the Supervisory Board:

NLB Banka, Skopje

•

Chairman of the Board of Directors:

NLB Banka, Prishtina

•

Member of the Board of Directors:

NLB Komercijalna Banka, Beograd

•

President of the Association

of Banks in Slovenia

•

President of the Board of

Governors: AmCham Slovenia

•

Member of the Executive

Committee of the Handball

Federation of Slovenia

•

Member of the Board of Directors:

• Cedevita Olimpija

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Chairman of the Supervisory Board:

NLB Banka, Banja Luka

NLB Banka, Sarajevo

NLB Lease&Go, Ljubljana

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Chairman of the Supervisory Board:

NLB Banka, Podgorica

•

Chairman of the Board of Directors:

NLB Komercijalna Banka, Beograd

In 2023, the composition of the Management Board

remained unchanged. The Management Board of the

Bank consists of Blaž Brodnjak as President & CEO,

Archibald Kremser as Chief Financial Officer (CFO),

Peter Andreas Burkhardt as Chief Risk Officer (CRO),

Hedvika Usenik as Chief Marketing Officer (CMO),

responsible for Retail Banking and Private Banking,

Andrej Lasič as CMO, responsible for Corporate and

Investment Banking, and Antonio Argir, responsible for

Group governance, payments, and innovations.

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119

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Antonio Argir

Responsible for Group governance,

payments, and innovations

Term of office: 2022–2027

Andrej Lasič

CMO (responsible for Corporate

and Investment Banking)

Term of office: 2022–2027

Hedvika Usenik

CMO (responsible for Retail

Banking and Private Banking)

Term of office: 2022–2027

Link to CV

Link to CV

Link to CV

Other important functions

and achievements:

•

Under the management of Antonio

Argir, NLB Banka, Skopje marked

exceptional growth in all segments

of its operations and was perceived

as the most innovative bank on the

market, with a significant increase

in the bank’s profitability, and

share price increased fivefold.

•

Vice President of the

Economic Chamber of North

Macedonia (2018–2023)

Other important functions

and achievements:

•

Over 26 years of experience in

corporate and investment banking

in international banking groups.

Other important functions

and achievements:

•

Over 21 years of experience in

international banking groups,

thereof more than 17 years of

managerial experience.

Direct responsibility:

• Group Steering

• Cash Processing

• Payments Processing

•

Payments and Cards Services

and Business Development

Direct responsibility:

•

Capital Structure Advisory and

Cross-Border Financing

• Large Corporates

•

Small and Mid Corporates

• Trade Finance Services

•

Investment Banking and Custody

•

NLB Group Corporate and

Investment Banking Management

Direct responsibility:

• Private Banking

• Call Centre 24/7

• Distribution Network

• Customer, Product Management

and Digital Services

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Member of the Supervisory Board:

NLB Lease&Go, Ljubljana

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Member of the Supervisory Board:

NLB Banka, Sarajevo

Membership in management or

supervisory bodies of related

or unrelated companies:

•

Chairwoman of the Supervisory

Board:

NLB Skladi

•

Member of the Supervisory Board:

NLB Banka, Banja Luka

•

Member of Management Board:

Institute for Economic Research

• Member of Management

Board: British–Slovenian

Chamber of Commerce

Further information about the work and composition of the Management Board is available in the chapter

Corporate

Governance Statement of NLB

.

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Collective Decision-Making Bodies

The Management Board appoints different committees, commissions, boards, and

working bodies to execute relevant tasks within the powers of the Management Board.

Corporate Credit Committee

Assets and Liabilities Management

Committee of the NLB Group

NLB Operational Risk Committee

Change the Bank Committee

Chairman: CRO

Chairman: CFO

Chairman: CRO

Chairman: CEO

Number of members: 8

Number of members: equal to the

number of the appointed members

of the Management Board

Number of members: 16

Number of members: equal to the

number of the appointed members

of the Management Board

The Committee determines credit ratings,

makes decisions on the reclassification

of clients, and approves commercial

banking investment transactions and limits

beyond the directors’ competencies. The

Committee adopts decisions on investment

transactions in commercial banking

within the statutory powers in corporate

banking in the Bank (all companies,

banks, and financial institutions),

operations with clients in intensive

care, and NPL. As a rule, committee

meetings are convened once a week.

The Committee monitors conditions in the

macroeconomic environment. It analyses

the balance sheet, changes to and trends in

the assets and liabilities of the Bank and the

Group companies, and drafts resolutions

and issues guidelines for achieving the

structure of the Bank’s and the Group’s

balance sheet. Committee meetings are

generally convened once a month.

The Committee is responsible for

monitoring, guiding, and supervising

operational risk management in the

Bank and transferring this methodology

to the Group members. As a rule, the

Committee meets once every two months.

The Committee is responsible for

adopting decisions related to the

development portfolio to transform the

Bank and decisions associated with

adopting the development guidelines.

As a rule, the Committee meetings

are convened once a month.

Risk Committee

Group Real Estate

Management Committee

Sales Committee

Private Individual Credit Committee

Chairman: CRO

Chairman: CFO

Chairman: CMO (responsible for

Corporate and Investment Banking)

Chairman: Director of Credit Risk – Retail

Number of members: 12

Number of members: 3

Number of members: 13

Number of members: 5

The Risk Committee monitors and

periodically reviews matters related to

risk and commercial risk and prepares

materials for the Management Board

to make decisions. As a rule, committee

meetings are convened quarterly.

The Committee gives opinions on the

acquisition/purchase price of real

property and additional investments in

real property provided as collateral for

NPL, the selling price of own real property,

and the acquisition/purchase price for

the real property mortgaged in the sale

of receivables. As a rule, Committee

meetings are convened once a week.

The Sales Committee adopts decisions

on managing the range of products

and services and the relations with the

clients in sales. As a rule, Committee

meetings are convened once a week.

The Committee decides on the approval

of loans and other investment proposals,

the conditions of which deviate from

standard banking products and

services and which represent additional

risks for the Bank. As a rule, meetings

are convened when necessary.

The Management Board also appointed working bodies that operate at a lower level:

Committee for

New and Existing

Products

Group Real Estate

Management Sub

Committee

Committee for Business

IT Architecture

Data Management

Committee

Anti-Money Laundering

Commission

Corporate Customer

Acceptability Committee

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Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Advisory bodies of the Bank’s Management Board

Watch List Committee

NLB Group Non-Performing Assets Divestment Committee

NLB d.d. Sustainability Committee

Chairman: CRO

Chairman: Director of Workout and Legal Support

Chairman: CEO

Number of members: 7

Number of members: 7

Number of members: 20

The Watch List Committee is a body which monitors the

progress of activities for clients on the Watch list. As a

rule, committee meetings are convened quarterly.

The NLB Group Non-Performing Assets

Divestment Committee monitors the operations of

Non-Core Group Members and issues opinions,

recommendations, and initiatives. As a rule,

committee meetings are convened quarterly.

The Committee oversees the integration of the ESG factors to

the NLB d.d. and the NLB Group members’ business model

in a focused and coordinated way across the company,

issues opinions, recommendations, and initiatives, and

takes relevant decisions when needed. The Committee shall

discuss, develop and approve sustainability strategies,

policies, initiatives, methodologies, KPIs and other relevant

procedures. It shall influence sustainability-related strategic

objectives and shall monitor its development and realisation.

As a rule, committee meetings are convened quarterly.

#### NLB Group’s Governance

As the parent bank, NLB implements the corporate

and business governance of the Group members in

compliance with EU and BoS legislation, the local

legislation, and regulatory requirements applicable

to respective Group members while also considering

internal rules, ECB Guidelines, and other

applicable regulations.

The Group operating model is comprehensively defined

in the NLB Group Governance Policy through corporate

and business governance rules, principles, criteria, and

mechanisms which define the roles, authorisations,

and responsibilities of relevant stakeholders to ensure

that they act orchestrated and achieve the set business

goals. In the Bank, the Group Steering Department is the

principal partner of the Bank’s Management Board in

the corporate and partially also business governance

of strategic and non-strategic Group companies.

In line with strategic aspirations, the two key senior

functions were fully introduced in recent years: country

managers who support and steer the Group members

and facilitate best practice-sharing on different levels,

and stream coordinators who address the facilitation

of more in-depth knowledge of competence lines and

greater integration between streams and the Group

members, the increasing transmission of current

information, needs, and other requirements from the

Group members.

Model of Governance of NLB Group consists of three

pillars:

1. Corporate Governance, which is carried out following

fundamental corporate rules and governance

principles comprised of:

·

shareholder voting at the General Meeting of NLB

Group members,

·

proposing candidates for supervisory bodies of NLB

Group members,

·

offering professional support to supervisory bodies of

NLB Group members,

·

offering professional support in the selection of

candidates for management of NLB Group members,

·

proposing candidates for various committees of NLB

Group members.

2. Business Governance which is carried out through

mechanisms that ensure efficient business guidance

and oversight:

· setting up a formal business governance framework

by Group Steering,

· standardisation and harmonisation of operations

across NLB Group by Competence Lines.

3. The Internal Control Functions serve as the

second and third lines of defence. In addition to

standardisation and harmonisation in their respective

areas, they also oversee the implementation of

group rules and requirements (Internal Audit, Risk

Management and Compliance, including AML,

Information Security, Fraud Prevention, and Physical

Security).

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NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Figure 63:

NLB Group Governance Model

Sustainability Management

General Assembly of NLB

Supervisory Board of NLB

Management Board of NLB

NLB Group Steering

Business Governance

Competence Lines

Group functions

Group domains

Competence Centers

Centers of Excellence

Corporate Governance

General Assembly

of NLB Group members

Supervisory Bodies

of NLB Group members

Management Boards

of NLB Group members

Internal Control Functions

Internal Audit

Risk management

Compliance

(i)

(i)

Including also AML, CISO, Fraud Prevention and

Physical Securtiy

d.o.o., Ljubljana), two companies were sold (Tara Hotel

d.o.o. and Optima Leasing d.o.o. in liquidation), the

liquidation process of NLB Leasing d.o.o. Beograd–in

liquidation was completed, and the company was

deleted from the court register.

In the last year, an in-depth revision and renewal of the

existing NLB Group operating model was performed due

to recent changes in the Group structure and business

governance. As a result, the new NLB Group Governance

Policy enhanced the role of Competence Lines, which

is the main business governance counterpart of the

Group members, responsible for harmonisation and

standardisation of the Group operations and, therefore,

represents the highest level of business governance

hierarchy with professional, competent, and qualified

teams that are entirely or at least primarily dedicated

to the Group. The revised NLB Group Governance

Policy also provides the formal framework for the

operation of other business governance levels (i.e.,

Group functions and Group virtual teams) and sub-

groups (granddaughters), sets the overarching formal

framework and defines the roles of key stakeholders

in sustainability management, and establishes clear

communication and escalation rules. The policy was

adopted in December 2023 and will be subject to the

Supervisory Board’s acknowledgement in February

2024.

The legal and organisational structure of the

banking group, including a description of the internal

governance arrangements, the arrangements about

close links and the arrangements regarding the

governance of subsidiaries, are available on the

Bank’s

website

.

The NLB Group consists of NLB and Group members

who represent:

· financial core members: banks, leasing companies,

and asset management companies;

· non-financial core members: real estate

management companies (from 1 January 2024) and

other non-financial companies;

· non-core members: companies in wind-down

process or companies considered non-strategic for

NLB Group.

At the end of 2023, the Group comprised 30 members,

six fewer than the previous year. In the core part of the

Group, the merger of N Banka to NLB was successfully

closed in September. Most of the changes relate to the

reduction of the non-core part of the Group, namely two

companies merged (SPV 2 d.o.o., Beograd with REAM

d.o.o., Beograd and REAM d.o.o. Zagreb, with S-REAM

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

employees are committed to the culture of responsibility

to the customer, implementation of the planned business

results, care for the environment, and promotion of

a healthy lifestyle. The Bank acts in accordance with

the legislation and the rules of the profession, ethical

principles and good business practices, as well as

the values of the NLB Group. The confidence it enjoys

among the customers, fellow employees, shareholders,

and society gives it great responsibility. The Bank

justifies this trust by working with the stakeholders

for a positive change, mutual benefits, and growth.

As such, all employees are included in yearly training

and awareness-raising activities in general ethics,

anti-corruption, anti-money laundering, information

security, etc. The Group’s Code of Conduct was updated

in 2023. It provides guidance and principles of expected

behaviour regarding ethical conduct and requires

adequate conduct from all the employees at any level of

the organisation, including its contractors.

#### Prevention

As part of the Bank’s commitment to ethics and integrity,

it has implemented various prevention activities to

protect the Bank and its stakeholders from the risk to

reputation, money laundering, terrorist financing, fraud,

corruption, and other forms of financial crime.

The Bank conducts regular assessments of compliance

risks, the so-called "Enterprise Compliance Risk

Assessment" (ECRA); the management of the Bank,

particularly Compliance and Integrity, can plan its

activities to reduce or mitigate compliance and integrity

risks. As part of the compliance programme, Compliance

and Integrity is also involved, among other things, in risk

assessments regarding new and changed products, fit

and proper assessments for key function holders, and

members of management bodies, outsourcing, and

other material changes affecting the Bank’s business.

Several workshops and mandatory e-training on ethics,

preventing corruption, conflicts of interest, protecting

personal data, AML/CFT, Information Security, Physical

Security, and other relevant topics related to everyday

work were prepared as a standard compliance function.

For all employees, yearly e-trainings are mandatory

on subjects such as prevention of insider trading and

market manipulation, ethics, anti-corruption, mitigation

of conflict of interests, personal data protection,

information security, and similar topics. The Group

focuses on promoting a corporate culture that facilitates

compliance and ethics. For this purpose, the Group

regularly raises awareness through various means,

such as monthly compliance newsletters, highlighting

essential regulatory changes and providing current

information and case studies relating to compliance and

ethics.

The Bank is constantly improving the compliance

risk management system and regularly monitors

and implements activities, and also renews relevant

internal acts to manage compliance risks also in

individual areas, such as ensuring the compliance of the

management body, operations of the market of financial

instruments and custody, data protection, prevention

tax evasion, and obligations arising from the automatic

exchange of information on financial accounts and the

management of the system of internal controls and risks

brought by the new legislation.

#### Compliance and Integrity

The Group addresses the challenges of stringent

regulation and strict regulatory requirements with

a systematic approach to mitigating compliance

risks. It is essential to ensure that employees and

decision-makers know and understand the purpose

and objectives of the regulations. The Group is

continuously strengthening its compliance function

and due diligence of its operations.

A culture of compliance is integrated into day-to-day

business of the Group to support its operations,

contribute to its robust internal control environment, and

ensure that compliance risks are mitigated.

#### Group-wide ethics and integrity standards

Compliance and Integrity addresses the following areas:

· Prevention and investigation of frauds, abuses and

other types of misconduct (Fraud);

· Prevention of money laundering and terrorist

financing (MLTFP) and restrictive measures;

· Personal data protection (DPO);

· Information protection (CISO);

· Regulatory compliance;

· Prevention of corruption and bribery (ABC) and

management of conflicts of interest;

· Prevention of abuse on the financial instruments

market;

· Cooperation in the procedure of assessment of

suitability of key function holders;

· Efficient, consistent and proportional actions in the

event of identified deviations from compliance and

integrity;

· Cooperation in the system of internal controls;

· General professional ethics;

· Physical/technical security.

Within the framework of the programme of ensuring

business compliance, the Group also deals with the

ethics and integrity of the organisation. The Group

2,389

The number of employees engaged and satisfied with

the ethical culture and values of the organisation

#### NLB

2,363

#### NLB Group

4,179

The number of employees who completed

training on the Code of Conduct in 2023

#### NLB

350

#### NLB Group

751

The number of suppliers and business partners who

signed or agreed to comply with the Code of Conduct,

anti-corruption policies, and conflict of interest policies

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The regime on inside information (MAR)

In line with the Market Abuse Regulation (MAR) and

other relevant regulations, the Bank has established a

system at the level of the Bank and the entire Group for

managing and publicly disclosing inside information

on NLB in a manner that enables it to comply with the

obligations related to inside information identification

and disclosure according to the applicable rules and

regulations applicable at any time. Also, the Bank has

a system to implement the market abuse prevention

regime following the MAR guidelines to prevent insider

trading, market manipulation, and illegal disclosure of

inside information.

#### Prevention of Money

#### Laundering and Terrorism

#### Financing, and Financial

#### Sanctions Compliance

The Bank complies with national regulations on Anti-

Money Laundering and Countering the Financing

of Terrorism (AML/CFT), including the EBA, BoS, and

other competent authorities’ guidelines and standards.

The RoS is a member of the EU and thus subject

to the European AML/CFT Directives, which is how

the EU transposes the

Financial Action Task Force

recommendations throughout the EU. For the Bank, it

is paramount to effectively mitigate the risk of money

laundering, financing of terrorism, and breaches

of financial sanctions. For these reasons, the rules,

procedures, and technology in the AML/CFT area are

subject to strict and unified policies and standards. The

same principles also apply to the Bank’s framework

on financial sanctions. The Bank regularly updates

and enhances its governance in line with directions

set by the BoS. Through the system of performing risk

assessment, regular reporting, and constant on-site and

off-site control, the headquarters effectively monitor

implementation and execution of standards throughout

the Group.

The Bank regularly performs customer due diligence

following the risk-based approach, and in the case of

increased risk performs additional measures, both in

the segment of "Know your customer" and ongoing

monitoring of transactional activities. In the case of

detected deviations, also considering the AML/CFT

indicators, the AML function of the Bank ensures the

review and, if AML/CFT legislation requires, reports

the customers and transactions to the competent

Financial Intelligence Unit. In its Acceptance Policy, the

Bank has also adopted additional measures to prevent

onboarding customers who do not correspond to its risk

appetite. The Bank also ensures a high awareness of the

AML/CFT and financial sanctions with regular training of

all Bank employees.

#### Information security and personal data protection

The information security area,

inter alia

, is focused

on implementing measures to increase the level of

information/cyber security and the Bank’s overall

digital resilience by improving cyber threat intelligence

situational awareness and testing the cyber security

resilience of information systems (pen-tests).

Furthermore, in 2023, the Bank also assessed the

information security status of 38 of the Bank’s

outsourcing providers according to EBA guidelines.

Special obligatory e-trainings in information security

and social engineering were prepared for all employees

– with one specially dedicated training for the Bank’s

Management Board members carried out as part of the

prevention measures in this area.

In response to a notable surge in cyber fraud attempts

targeting its customers, the Bank has implemented a

robust Brand Intelligence/Brand Protection service. This

enhancement enables NLB to swiftly and proactively

detect fraudulent NLB-like phishing portals, empowering

it to take decisive and independent actions to mitigate

threats posed by phishing campaigns targeting its

clients.

New information security approaches were introduced

and implemented across the Group, improving the

visibility and autonomy of each local Chief Information

Security Officer (CISO) office in core subsidiaries.

The focus was on increasing awareness of the local

responsibility for information security management

following the subsidiaries' executive management risk

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

appetite, the organisation's ability to build defence,

and local regulatory compliance. The Bank continues

its membership in the only global cyber intelligence-

sharing community focused on financial services

exclusively. All local CISO offices have access to

intelligence exchange platforms and cyber resilience

resources to anticipate, mitigate, and respond to

cyber threats and NLB Group cyber threat intelligence

service was founded. To manage cyber risks, the Group

is working on critical intelligence access, strategies

to address crisis events, and building a trusted

network of relationships. In 2023, the Group continued

the cyber-attack incident response exercise and

participated in the 2023 FS-ISAC CAPS (cyber-attack

against payment systems) exercise, which challenged

incident response teams to overcome a simulated attack

against systems and processes, locking part of the bank

data through forced cooperation of a bank employee

and receiving a demand for a payment of ransom.

The Bank runs its operations in line with GDPR

requirements, including the retention and processing

of personal data, a dedicated Data Privacy Officer,

education, and training of employees. A new Slovenian

Personal Data Protection Act (ZVOP-2) was adopted in

2022 and is implemented in the Bank’s operations.

#### Fraud prevention and investigation

The Group has implemented a unified system and

standards for preventing and investigating suspected

misconduct. This framework enables anyone, both

internal and external stakeholders, to unhinderedly

report potential suspected misconduct through several

different communication channels, also anonymous.

The Bank uses various measures to ensure complete

and total protection of the informant from any potential

retaliation they could endure due to well-intended

reporting of a suspicion of harmful conduct and adheres

to commitments outlined also in the Whistleblower

Protection Act. A specialised team centrally handles

all reports received, following the detailed internal

procedures. Furthermore, the Bank has implemented

effective and appropriate reporting mechanisms for

management bodies.

In the past year, the Bank has made significant strides

in safeguarding its brand’s integrity. It has implemented

a robust brand protection tool, a testament to its

commitment to preserving the trust and confidence

that customers place in the Bank. The Bank also

implemented a range of additional controls in web &

mobile e-banking channels.

We are committed to ensuring the security of our

customers and employees, and as such, we have

strengthened our approaches to managing risks related

to cyber security and preventing unauthorized payment

transactions. We have been actively participating in The

Bank Association (ZBS) initiatives, playing a pivotal role

in educating the public about cyber and payment fraud

prevention.

We devote significant attention to employee training,

informing about identified patterns of various

types of fraud, and providing recommendations for

process improvement.

Fraud prevention in loan origination processes is

intricately linked to operational risk and requires a

comprehensive approach. We have implemented

rigorous verification processes for new loan

applications, including identity verification checks,

thorough credit history analysis, and cross-referencing

information from multiple sources to identify any

inconsistencies or fraudulent indicators.

Our involvement in these activities underscores our

dedication to fostering a secure and transparent

business environment. We remain steadfast in our

mission to uphold the highest standards of business

ethics, ensuring that our customers can engage with our

brand with absolute confidence.

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#### Overview

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SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Internal Audit

Internal Audit reviews key risks in the Group’s

operations, advises management at all levels, and

deepens understanding of the Bank’s operations.

It provides independent and impartial assurance

regarding the management of key risks, management

of the Bank, and functioning of internal controls;

thereby strengthening and protecting the value of the

Bank.

Internal Audit is an independent, objective, and

advisory control body responsible for a systematic

and professional assessment of the effectiveness

of risk management procedures, completeness

and functionality of internal control systems, and

management of the Group operations on an ongoing

basis. Internal Audit provides impartial assurance

to the Management and Supervisory Boards on the

management of risks in key areas, i.e., the internal

governance of risk data collection and risk reporting, the

ICAAP process, cyber security transformation processes,

digital banking platform, the Single Resolution Board –

SRB, ESG, anti-money laundry, outsourcing process, card

fraud management, remuneration, lending processes,

large exposure, RWA for credit and operational risk,

cash management in branches, and others.

#### Performed audits

Internal Audit performs its tasks and responsibilities

at its discretion and in compliance with the annual

audit plan approved by the Management and the

Supervisory Board. Based on its internal methodology

and comprehensive risk analysis for 2023, Internal Audit

planned 91 audits, of which 62 were completed and

covered various areas of operations in the Bank and the

Group. Moreover, 23 of these assignments were branch

inspections, four were conducted as group audits, five

were joint audits with a local auditor, three were quality

reviews in banking subsidiaries, and one new audit

was initiated. In addition, Internal Audit was involved in

several strategic projects as an advisor. Five planned

audits were postponed for objective reasons. Most of

the recommendations given in 2023 were implemented

within the agreed-upon deadlines.

#### Implementation of uniform rules

Internal Audit continuously increases efficiency. It

focuses on monitoring the implementation of audit

recommendations, training, and education, updating

the internal audit charter and manual, advising

management, and ensuring high-quality and

professional operations of the internal audit function

within the Group. Internal Audit also introduces uniform

rules of operation of the internal audit function and

regularly monitors compliance with these rules within

the Group.

#### Following the highest standards

In 2022, an external quality review of the internal audit

function was performed and confirmed that Internal

Audit and other internal audit services in the Group

operate in accordance with the following:

91

#### planned and extraordinary audits conducted in the Bank

36

#### Internal Audit experts

Code of

Internal

Auditing

Principles

Code of

Ethics of

an Internal

Auditor

International

Standards

for the

Professional

Practice of

Internal

Auditing

Banking Act

(ZBan-3) or other

relevant laws

regulating the

operations of a

Group member

![]()

#### The collective dream comes true when all hearts beat as one.

Slovenian

national soccer team

#### … as one team, towards a common goal.

![]()

128

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Corporate Governance Statements

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#### Overview

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SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### The Statement of Management’s Responsibility

8 ZTFI-1, Official Gazzete of the RoS, No. 77/18, 17/19 – corr., 66/19 in 123/21.

In accordance with the provisions of Article 134

(2

nd

paragraph) of the Market and Financial Instruments

Act

8

, the Management Board hereby confirms the

statements made in the business report, which are in

accordance with the attached financial statements as

of 31 December 2023, and represent the actual and fair

financial standing of the Bank and the NLB Group as

well as their operating results in the year that ended

31 December 2023.

The Management Board confirms that the business

report gives a fair view of developments and operating

results of the Bank and the Group and their financial

standings, including a description of the material

types of risks the Bank and the NLB Group companies

included in the consolidation that are exposed as a

whole.

Ljubljana, 10 April 2024

Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

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SB Statement

Key Highlights

#### Business

#### Report

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Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

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#### Authorisation to Perform Banking Services

NLB has an authorisation to perform banking services

pursuant to Article 5 of the Banking Act (

Official Gazette

of the RS

, No. 92/2021, with Amendments; hereinafter:

the ZBan-3). Banking services are the acceptance of

deposits and other repayable funds from the public and

the granting of credits for its own account.

The bank has an authorisation to perform mutually

recognised and additional financial services.

It may perform the following mutually recognised

financial services, pursuant to Article 5 of the ZBan-3:

1. Receiving deposits

2. Granting of loans, including:

·

consumer loans,

·

mortgage loans,

·

purchase of receivables with or without recourse

(factoring),

·

financing of commercial transactions, including

export financing based on the purchase of

non-current non-past-due receivables at a

discount and without recourse, secured by

financial instruments (forfeiting)

4. Payment services and electronic money issuing

services

5. Issuance and management of other payment

instruments (i.e. travellers’ cheques and banker’s

drafts) in the part in which this service is not

included in service of point 4 of this Article

6. Issuing of guarantees and other commitments

7. Trading for own account or for the account of

clients:

·

in money-market instruments,

·

in foreign exchange, including currency

exchange transactions,

·

financial futures and options,

·

exchange and interest-rate instruments,

·

in transferable securities

8. Participation in securities issues and the provision

of associated services

9. Corporate consultancy with regard to capital

structure, operational strategy and related matters,

and consultancy and services in connection with

corporate mergers and acquisitions

10. Monetary intermediation on interbank markets

11. Advice on portfolio management

12. Safekeeping of securities and other related services

13. Credit rating services: collecting, analyzing

and disseminating information regarding

creditworthiness

14. Leasing of safe deposit boxes

15. Investment services and transactions, and ancillary

investment services in accordance with the ZTFI

It may perform the following additional financial

services, pursuant to Article 6 of the ZBan-3:

1. insurance agency service pursuant to the law

governing the insurance industry

4. custodian and administrative services according

to the law governing investment funds and

management companies

5. credit brokerage for consumer and other types of

loans

6. other services or transactions:

6.1. intermediation in financial leasing

6.2. sale and purchase of investments in gold

Authorisation to perform banking services is published

on the official

website of the BoS

.

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Risk Management

#### Financial

#### Report

Financial Report

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#### Corporate Governance Statement of NLB

9 The Companies Act (ZGD-1; Official Gazette of the RoS, No. 65/09 and consecutive changes).

10 February 2023.

Pursuant to Article 70, paragraph 5 of the Companies

Act (ZGD-1)

9

NLB hereby gives the following Corporate

Governance Statement of NLB d.d. as part of the

Business Report of the NLB Group Annual Report 2023.

The main function of this statement is the prompt

informing of investors on the coherence of the Bank’s

corporate governance system.

1. COMPLIANCE WITH THE CORPORATE GOVERNANCE CODE

1.1. References to the Code on Corporate Governance

The recommended best corporate governance practices

contribute to a transparent and understandable

corporate governance system, which promotes both

domestic and foreign investor confidence, as well

as the confidence of employees, other stakeholders

(shareholders, regulators, suppliers, etc.), and the public.

A decision on which code the Bank will follow was made

jointly by the Management and Supervisory Boards

of the Bank by adopting the Corporate Governance

Policy of NLB.

10

Last year, the Corporate Governance

Statement of NLB was made according to the renewed

version of the Slovenian Corporate Governance Code for

Listed Companies.

Compliance with the Slovenian Corporate Governance

Code for Listed Companies is explained in this

statement on a "comply or explain basis," in which the

Bank provides an explanation regarding deviations,

reasoning for non-compliance with a certain

recommendation, or alternative practices performed

mostly due to stricter banking regulation. The statement

refers to the Bank’s system of corporate governance

from the beginning to the end of financial year, which

also corresponds to the beginning and the end of the

calendar year (from 1 January until 31 December).

The Corporate Governance Statement of NLB is included

in the

Business Report of the NLB Group Annual Report

,

and is also published as a separate report on the Bank’s

website in the chapter

Corporate Governance

.

NLB strives to increase the level of its business

transparency and informs the shareholders and

other expert community in line with the Guidelines

on the Disclosure for Listed Companies (Ljubljana

Stock Exchange, 18 December 2020) on an electronic

communications system of the

Ljubljana Stock

Exchange

, and in line with Rules and Regulation of the

Luxembourg Stock Exchange, as well as in line with the

Rules of the London Stock Exchange through Regulatory

News Services (RNS) of the London Stock Exchange.

NLB also upholds its own code of conduct. The NLB

Group Code of Conduct, which was revised in May 2023,

is a standardised document for all members of the

Group that defines values, lays down the standards of

ethical business conduct, and serves as the guideline

for all our relationships regardless of whether it involves

clients, competitors, business partners, state authorities,

regulators, shareholders, or internal relationships

between employees. At the same time, it is the basis of

the Group values and basic principles of conduct which

provide specific conduct guidelines to its employees.

The aim of this approach is to ensure compliance with

all applicable laws, regulations, and standards, and is

published on the

Bank’s website

.

The Corporate Governance system of the Bank and

all relevant information on Bank’s management that

exceeds the requirements of article 70 of the Companies

Act (ZGD-1) are published in the chapter of

Risk

Management

of this annual report, where ESG Risk

Management for the year 2023 is described, as well as

in the

Sustainability

chapter of this annual report, and

the

NLB Group Sustainability Report 2023

. Some other

aspects about the functioning of the Bank’s managing

bodies are described in the chapter on

Corporate

Governance

of this annual report, as well as in the

Corporate Governance Policy of NLB published on

NLB’s website

. Information on the Diversity Policy and

Remuneration Policy and ESG risks is also described in

the

Pillar 3 Disclosures

, according to Basel standards.

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#### Financial

#### Report

Financial Report

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2. COMPLIANCE WITH THE SLOVENIAN CORPORATE

#### GOVERNANCE CODE FOR LISTED COMPANIES

11 The second version was adopted by the Supervisory Board on 19 October 2022 and approved by the General Meeting of shareholders on 12 December 2022. The third version was adopted by the

Supervisory Board on 26 October 2023 but was not approved by the General Meeting of shareholders on 11 December 2023. Since the voting is of consultative nature it has entered into force and is

applicable as of 1 January 2024.

The Bank does not follow, or partially implement,

or adhere to different, in most cases stricter,

banking regulations with regard to the following

recommendations:

Recommendation 5.6

:

NLB does not provide an

external assessment of the adequacy of the Corporate

Governance Statement of NLB at least every three

years since NLB is a systemically important bank with

demanding regulation that takes into account high

standards of corporate governance. The Bank is highly

regulated by a regulator and examined by the external

auditor.

Recommendation 7:

The Bank has publicly disclosed

its strategic document which serves as the overarching

framework for sustainability management, replacing

the previous NLB Sustainability Framework. The Bank

has also started activities to develop the comprehensive

NLB Group Net-Zero Strategy in line with the Bank’s

commitment to a climate-positive future and its net-

zero ambition, following UNEP FI – NZBA guidance and

methodology. In December 2023, NLB Group published

the first NLB Group Net-Zero Disclosure Report which

provides a comprehensive overview of the Bank’s efforts

and progress towards transitioning the operational and

attributable GHG emissions from lending and investment

portfolios to align with pathways that are consistent with

achieving net-zero by 2050 or sooner.

Recommendation 7.2:

The Sustainability Policy in NLB

d.d. and NLB Group was adopted by the Management

Board and the Supervisory Board of the Bank.

Recommendation 7.4:

The Sustainability Policy of

NLB d.d. and NLB Group contains basic due diligence

guidelines and measures for identifying risks and

prevention of serious harm in relation to areas

covered. Additionally, due diligence guidelines and

measures for identifying risk are further elaborated

in the Policy on the Respect for Human Rights in NLB

and the NLB Group (December 2023), and in the Policy

on Conflict-of-Interest Management and Corruption

Prevention of NLB d.d. and the NLB Group (April 2023).

Recommendation 12.1:

In assessing a candidate’s

eligibility to be a Supervisory Board member, statutory

criteria are applied, however, according to the Policy

to Assess the Suitability of the Management and

Supervisory Board Members in NLB (June 2022), it

is not necessary for candidates to have a certificate

evidencing their specialised professional competence

for membership on a Supervisory Board, such as the

Certificate of Slovenian Directors’ Association, or any

other relevant certificate. However, all strict conditions

must be fulfilled according to banking legislature,

including the wide range of knowledge, skills, and

experience.

Recommendation 14.2:

Currently, valid Rules of

Procedure of the Supervisory Board of NLB (2023) are

prepared according to strict rules governing banks. They

do not include provisions on the Agreement on access

to the archives after expiration of the term of office of

the members of the Supervisory Board, as the access

to the archives after expiration of the term of office is

determined by the provisions of the Rules of Procedure

of the Supervisory Board of NLB and not in a

special agreement.

Recommendation 14.3:

The Rules of Procedure of

the Supervisory Board of NLB do not include the

scope of topics and timeframe to be respected by the

Management Board in its periodic reporting of the

Supervisory Board. However, the scope of topics and

time frames of periodic reporting to the Supervisory

Board are included in annual Action Plan of the

Supervisory Board. Competent organisational units of

the Bank take care that timely information is provided to

the Supervisory Board.

Recommendation 14.4:

In 2023, the NLB Workers’ Council

did not report to the Supervisory Board despite being

prompted. The NLB Workers’ Council will inform the

professional services of NLB if it will have the intention to

report to the Supervisory Board in the future.

Recommendation 14.6:

Access to the archives after

expiration of the term of office of the members of

the Supervisory Board is determined by the Rules of

Procedure of the Supervisory Board of NLB. Members of

the Supervisory Board do not sign a special Agreement

on the access to the archives upon taking up the

position. See also Recommendation 14.2 above.

Recommendation 17.6:

Decisions discussed at the

meeting are always available to members of the

Supervisory Board in the bank’s information system.

As soon as it is possible, but no later than two working

days after the meeting of the Supervisory Board, the

Secretariat prepares copies of the decisions adopted

at the meetings of the Supervisory Board and forwards

them to the proposer and all recipients listed in each

decision. An employee of the Secretariat, who is present

at the meeting, approves the amendments to the

resolutions and thereby confirms the consistency of the

content of the resolutions adopted at the meeting.

Recommendation 19.1:

In 2023, the Supervisory Board

members (representatives of capital and representatives

of workers) did not receive attendance fees, but received

payments for performing their function based on the

decisions of the General Meeting of shareholders dated

21 October 2019, 15 June 2020, and 11 December 2023.

Remuneration of the members of the Supervisory Board

is regulated by the Articles of Association and 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.

11

Recommendation 20:

Minutes of

the Supervisory Board are taken by a professional

employee of the bank who was specified by the

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Management Board to the Supervisory Board to assist in

the implementation of the Supervisory Board’s tasks.

Recommendation 23.5:

In accordance with regulations

and the Remuneration Policy of the Members of the

Supervisory Board of NLB d.d. and the Members of

the Management Board of the NLB d.d, in 2023, NLB

awarded to the members of its Management Board

50% of their variable remuneration in share-linked

instruments: 50% of such instruments were handed over

to the members of the Management Board without any

deferral, and the remaining 50% of such instruments

will be handed over to the members of the Management

Board during a 5-year deferral period.

Recommendation 26.6:

The Bank maintains a list of

transactions with related persons according to the

Banking Act (ZBan-3). A list of transactions with related

persons is submitted to the Supervisory Board by special

demand.

Recommendation 30.4:

NLB draws up its

Financial

Calendar

which is published on the Banks’ website,

and includes the date of the Annual General Meeting.

However, it doesn’t provide information on the dividend

payment date. Date is announced in the publication of

the Agenda and Proposed Resolutions to be passed at

the

Annual General Meeting

.

The dividend payment date

is determined based on KDD’s Operations Rules (Central

Securities Clearing Corporation).

Recommendation 32.7:

NLB does not publish the rules

of procedure of its bodies (Management Board and

Supervisory Board and its committees) on its website.

However, each year the Bank discloses the composition,

competences, and work of its managing bodies in the

Corporate Governance Statement of NLB and publishes

it in the NLB Group Annual Report, on the

Bank’s

website

, as well as on the web page of the

Ljubljana

Stock Exchange

.

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#### Report

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Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

3. MAIN FEATURES OF INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO FINANCIAL REPORTING

NLB is governed by the provisions of the Capital

Requirements Regulation (CRR), with amendments,

together with all applicable delegated acts, the Banking

Act (ZBan-3) and the Regulation on Internal Governance

Arrangements, the Management Body and the Internal

Capital Adequacy Assessment Process for Banks and

Savings Banks regulating, and relevant EBA Guidelines,

among other, the Bank’s obligation to set up, maintain

appropriate internal control, and risk management

systems. Due to the above, the NLB has developed

a steady and reliable internal governance system

encompassing the following:

3.1. Internal control mechanisms

Suitability of the internal control mechanisms are

determined by the independence, quality, and validity

of:

·

the rules for and controls of the implementation of the

Bank’s organisational, business, and work procedures

(internal controls), and

·

the internal control functions and departments (internal

control functions).

3.1.1. Internal Controls

The policy entitled "Internal Control System" defines a

system of internal controls as set of rules, procedures,

and organisational structures. The system of internal

controls in NLB is designed to ensure that for each

key risk there is a process or other measure to reduce

or manage that risk and that process or measure is

effective for that purpose.

Mentioned policy introduces a new description of the

three lines of defence, namely:

1. First-level (or line) controls are implemented into

business and non-business organisational units (OU).

2. Second-level controls are divided between Risk

Management and Compliance control functions

(including AML/CTF and Information security

management) that carry out independent controls

and supervision over the operation of the first line of

defence.

3. The third level of controls is performed by the

internal audit function, which assesses and regularly

checks the completeness, functionality, and

adequacy of the internal control system. An internal

audit is completely independent of both the first line

and the second-level control functions.

In the event of deficiencies, irregularities, or breaches

identified in the process of implementation of internal

controls the breaches are discussed at the Operational

Risk Committee (which is the collective decision-making

body appointed by the Management Board of the

Bank that is established for execution of individual

tasks within powers of the Management Board of the

Bank). The mentioned committee adopts decisions so

that appropriate actions are taken, and informs the

Management Board of the Bank about deficiencies and

actions taken on that behalf.

As NLB advances its commitment to sustainable and

responsible banking, updates to the Internal Control

System policy, implemented in November 2023,

reflect our dedication to ensuring a comprehensive

approach to ESG governance, addressing ESG risks, and

promoting responsible business practices.

3.1.2. Internal Control Functions

The internal control functions are part of the system of

the internal governance in the Bank. Internal control

functions include:

a) The Internal Audit Function

The Internal Audit function is organised according to

the Charter on the Internal Audit of NLB adopted by the

Management Board, to which the Supervisory Board of

NLB gave its approval.

The Management Board has set up an independent

internal audit function which gives assurances and

advice about risk management, internal controls

system, and management of the NLB. The mission

and the principal task of the Internal Audit is to

consolidate and secure the value of the Bank by issuing

objective assurances based on risk assessment, with

a consultancy and deep understanding of the Bank’s

operations. In addition, the Internal Audit carries out

regular control of the quality of operation of the other

internal audit departments in the Group and takes

care of constant development of the internal auditing

function.

The Supervisory Board of NLB must issue its approval

of the appointment, remuneration, and dismissal to

the Head of the Internal Audit, which ensures their

independence and so, the independence of the work of

the Internal Audit.

b) The Risk Management Function

The Risk Management Function is organised according

to the Charter of the Risk Management Function of NLB

adopted by the Management Board, in agreement with

the Supervisory Board of NLB.

The risk management function represents an important

part of overall management and governance system in

the Group. This function in NLB is organised within the

Risk stream, covered by the member of the Management

Board in charge of risk (Chief risk officer - CRO).

The risk management function is performed by

the Global Risk function. In accordance with the

competences, authorisations, and responsibilities Global

Risk is represented by its General Manager. Global

Risk is in functional and organisational terms separate

from other functions where business decisions are

adopted and where potential conflict of interest may

arise with the risk management function. The head

of the risk management function has direct access to

the Management Board of the NLB, and at the same

time has unhindered and independent access to the

Supervisory Board of NLB and the Risk Committee of the

Supervisory Board of the NLB.

Risk management and control is performed through

a clear organisational structure with defined roles

and responsibilities. The organisation and delineation

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of competencies is designed to prevent conflicts of

interest, to ensure a transparent and documented

decision-making process, and is subject to an

appropriate upward and downward flow of information.

The competence line, Risk Management in NLB,

encompasses several professional areas, and is in

charge of formulating and controlling the Group’s risk

management policies, setting limits, overseeing the

harmonisation, regular monitoring of risk exposures,

and limits based on centralised reporting at the Group

level.

In members of the Group, the risk management

function is organised according to the local legislation,

considering the bases for setup, organisation, and

activities in risk management in the members, as

defined in the document "Risk Management Standards

in the NLB Group."

c) The Compliance Function, Information Security

Function, and AML/CTF Function

Compliance and Integrity in the Group in its role as

internal control function performs control activities with

respect to the main following areas:

·

anti-money laundering and counter-terrorist financing

(separately for NLB and the Group);

·

information security and data protection;

·

personal data protection;

·

regulatory compliance management;

·

prevention of fraud and internal investigations;

·

security;

·

development of compliance risk methodologies, and

setting and monitoring ethics and integrity standards;

·

harmonisation of policies and practices within the

Group (Competence line Compliance and Integrity).

Compliance and Integrity is an organisational unit of

the Bank, placed directly under the Bank’s Management

Board in the organisational structure. The Bank adopted

the Integrity and Compliance Policy of the NLB and the

NLB Group, which was revised in December 2023. This

Policy regulates the method and scope of the activities

of the compliance function in the Bank. Supervision

over compliance of operations is within the competence

of the Compliance and Integrity. This enables the

Compliance and Integrity to operate independently from

other Bank’s departments.

The Director of Compliance and Integrity does not

perform any other function at the Bank that could

possibly lead to conflict of interests. To ensure his

independence, the Director reports directly to the

Management and Supervisory Boards. Additionally,

the Director provides regular updates to a designated

member of the Bank’s Management Board responsible

for overseeing compliance area (including information

security, personal data protection, and AML/CTF

functions). This arrangement provides additional

assurance for the independence of the Compliance and

Integrity operations.

As information security, AML/CTF, and Group AML

functions are organised within Compliance and Integrity,

CISO for NLB (Chief Information Security Officer), Group

CISO, DPO (Data Protection Officer), the head of the

AML/CTF area for NLB, and head of Group AML are

ensured full independence through equal reporting lines

as the Director of Compliance and Integrity. Following

NLB’s model, the compliance function was established

in the core members of the Group, as well based on the

Group standards for the compliance and integrity area.

3.2. Financial reporting

With the aim of ensuring appropriate financial

reporting procedures, NLB pursues the adopted Policy

on Accounting Controls. The accounting controls

are provided through the operation of the complete

accounting function with the purpose of ensuring quality

and reliable accounting information, and thereby

accurate and timely financial reporting. The principal

identified risks in this area are managed with an

appropriate system of authorisations, a segregation of

duties, compliance with accounting rules, documenting

of all business events, a custody system, posting on the

day of a business event, in-built control mechanisms

in source applications, and archiving pursuant to

the laws and internal regulations. Furthermore, the

policy precisely defines primary accounting controls,

performed in the scope of analytical bookkeeping,

and secondary accounting controls, i.e., checking the

efficiency of implementation of primary accounting

controls. With an efficient mechanism of controls in

accounting reporting, NLB ensures:

·

A reliable decision-making and operation support

system;

·

Accurate, complete, and timely accounting data, the

resulting accounting, and other reports of the Bank;

·

Compliance with legal and other requirements.

Financial statements of NLB and consolidated financial

statements of the NLB Group are audited by the

auditing company KPMG Slovenia d.o.o., Ljubljana.

The mentioned auditing company was appointed

as the auditor of NLB by the 38

th

General Meeting of

shareholders of the Bank dated 20 June 2022 for the

financial years 2023 to 2026.

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4. INFORMATION ON POINT 4, PARAGRAPH 5, OF THE ARTICLE 70 OF THE ZGD-1

#### regarding points 3, 4, 6, 8, and 9 of paragraph 6 of the same article

Explanation regarding significant direct and indirect

ownership of the company’s securities in the sense of

achieving a qualified stake as determined by the act

regulating acquisitions

(Point 3 of the sixth paragraph

of Article 70 of the ZGD-1)

Significant direct and indirect ownership of the

company’s securities in terms of achieving a qualifying

holding as defined in the Takeovers Act (as at

31 December 2023).

Shareholder

Number of

shares

Percentage

of shares

Nature of

ownership

RoS

5,000,001

25.00

shares

EBRD

(i)

/

>5 and <10

GDRs

Schroders plc

(i)

/

>5 and <10

GDRs

(i) In the form of GDRs.

More information on the Bank’s Share Capital is

available on the

NLB website

.

Explanation regarding the holders of securities that

carry special control rights

(Point 4 of the sixth paragraph

of Article 70 of the ZGD-1)

The Bank did not issue any securities carrying special

controlling rights.

Explanation regarding the restrictions related to

voting rights, in particular: (i) restrictions of voting

rights to a certain stake or certain number of votes,

(ii) deadlines for executing voting rights, and (iii)

agreements in which, based on the company’s

cooperation, the financial rights arising from securities

are separated from the rights of ownership of such

securities

(Point 6 of the sixth paragraph of

Article 70 of the ZGD-1)

The shares of the Bank are freely transferable, subject to

the provisions of the Articles of Association of the Bank

which require the approval of the Supervisory Board,

namely for the transfer of shares of the Bank by which

the acquirer, together with the shares held by the holder

before such an acquisition and the shares held by third

parties for the account of the acquirer, exceeds the

share of 25% of the Bank’s voting shares. Approval for

the transfer of shares is issued by the Supervisory Board.

The Bank rejects the request for approval of transfer

shares if the acquirer, together with the shares held by

the acquirer before the acquisition and the shares held

by third parties for the account of the acquirer, exceeded

the 25% share of the Bank with voting rights, increased

by one share.

Notwithstanding the provision mentioned in the first

paragraph, approval for the transfer of shares is not

required if the acquirer of the shares has acquired them

for the account of third parties, so that it is not entitled

to exercise voting rights from these shares at its sole

discretion, while at the same time committing to the

Bank, it will not exercise voting rights on the basis of

the instructions of an individual third party for whose

account it has acquired the shares if, together with

the instructions for voting, it does not receive a written

guarantee from that person that this person has shares

for his own account, and that this person is not, directly

or indirectly, a holder of more than 25% of the Bank’s

voting rights.

The acquirer who exceeds the share of 25% of the

Bank’s shares with voting rights and does not require

the issuance of approval for the transfer of shares, or

does not receive the approval of the Bank, may exercise

the voting right from 25% of the shares with the voting

rights.

There are no restrictions other than those mentioned

and those that are regulatory.

Explanation on the (i) company’s rules on appointment

or replacement of members of the management or

supervisory bodies, and (ii) changes to company’s

Articles of Association

(Point 8 of the sixth paragraph

of Article 70 of the ZGD-1)

The appointment or replacement of members of the

management or supervisory bodies

The Management Board

Articles of Association define that the Management

Board of the Bank is comprised of three to seven

members, one of whom is appointed President of

the Management Board of the Bank. The number

of Management Board members is determined by

a resolution of the Bank’s Supervisory Board. The

President and other members of the Management

Board are appointed and recalled by the Supervisory

Board of the Bank; the President of the Management

Board may propose to the Chair of the Supervisory

Board of the Bank to appoint or recall an individual

member or the remaining members of the Management

Board of the Bank.

The President and members of the Management

Board shall be appointed for a period of five years and

may be re-appointed for another term of office. The

President and members of the Management Board

may be recalled prior to the expiry of their term of office

in accordance with applicable laws and Articles of

Association. Each member of the Management Board of

the Bank may prematurely resign her/his term of office

with a period of notice of three months. Written notice

shall be delivered to the Chair of the Supervisory Board

of the Bank. The notice term may be shorter than three

months if requested by the resigning member of the

Management Board of the Bank in his/her notice and is

subject to the approval of the Supervisory Board of the

Bank.

A member of the Bank’s Management Board may only

be a person who fulfils the legally prescribed conditions

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for a management board member under the law on

banking and who obtained a licence from the BoS or

the ECB, if executing the competences and tasks from

Item (e) of paragraph 1 of Article 4 of Regulation (EU)

no. 1024/2013 for the performance of the function of

a bank’s management board member under the law

regulating banking. The Bank assesses every candidate

following the Bank’s Policy governing the Fit & Proper

assessment prior to the appointment.

The Supervisory Board

The Supervisory Board of the Bank consists of a total

of 10 members, of which eight members represent the

interests of shareholders and two members represent

the interests of employees. Members representing the

interests of shareholders shall be elected and recalled

by the Bank’s General Meeting from persons proposed

by shareholders or the Supervisory Board of the Bank,

and members representing the interests of employees

shall be elected and recalled by the Workers’ Council

of the Bank. Members of the Supervisory Board

representing the interests of shareholders are elected by

an ordinary majority of votes cast by the shareholders.

The term of office of the Supervisory Board members

commences on the day their appointment enters into

force (at the start of the term of office) and lasts up

until the end of the Bank’s Annual General Meeting of

shareholders which decides on the use of accumulated

profit for the fourth business year since the start of their

term of office, unless otherwise stipulated at the time

of appointment of individual members. In this context,

the first year is deemed the business year in which the

members of the Supervisory Board of the Bank started

their term of office.

The General Meeting of the Bank may dismiss an

individual or all members of the Supervisory Board

(representatives of shareholders) even before the

expiration of their term of office. A resolution on a

dismissal shall be valid if adopted with at least a three-

quarter majority of all votes cast.

The Supervisory Board of the Bank shall at its first

meeting after an appointment elect from among its

members a Chair and at least one Deputy Chair of the

Supervisory Board of the Bank. A member representing

the interests of employees cannot be elected Chair or

Deputy Chair of the Supervisory Board of the Bank. All

the Supervisory Board members shall be independent

professionals, as defined by the Articles of Association.

A member of the Bank’s Supervisory Board may only

be a person who fulfils the legally prescribed conditions

for a supervisory board Member under the banking act

and who obtained a licence from the BoS or the ECB, if

executing the competences and tasks from Item (e) of

paragraph 1 of Article 4 of Regulation (EU) no. 1024/2013

for the performance of the function of a bank’s

supervisory board member under the law regulating

banking. The Bank assesses every candidate following

the Bank’s Policy governing Fit & Proper assessment

prior to the appointment.

Amendments to Articles of Association

A qualified majority of at least 75% (seventy-five per

cent) of the votes cast by shareholders at the general

meeting of the Bank’s shareholders is required for

the adoption of any amendments of the Articles of

Association.

Explanation regarding the authorisation of

the members of the management, particularly

authorisations to issue or purchase own shares

(Point 9 of the sixth paragraph

of Article 70 of the ZGD-1)

No authorisation exists which would authorise the

members of the management to issue or purchase own

shares of the Bank.

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Risk Management

#### Financial

#### Report

Financial Report

#### Contents

5. INFORMATION ON THE WORK AND KEY POWERS OF THE SHAREHOLDERS’ MEETING

AND OF ITS KEY POWERS, AND A DESCRIPTION OF SHAREHOLDERS’ RIGHTS

AND THE METHOD OF THEIR EXERCISING

The General Meeting is a body of the Bank through

which shareholders exercise their rights, which include

among others: decisions on corporate changes

(amendments of the Articles of Association, increase

or decrease of share capital) and legal restructuring

(mergers, acquisitions), adopting decisions on all

statutory issues with respect to appointing and

discharging members of the Supervisory Board

(representatives of shareholders), and appointment

of an auditor, distribution decisions (appropriation of

distributable profit), and the granting of discharge from

liability to the Management and Supervisory Boards.

The General Meeting is convened by the Management

Board. The General Meeting may be convened by the

Supervisory Board in cases where the Management

Board fails to convene the General Meeting or where

a convocation is necessary to ensure unhindered

operations of the Bank. The Supervisory Board may

amend the agenda of the General Meeting convened in

line with the bylaws.

As a rule, the General Meeting of the Bank shall be

convened at the registered office of the Bank, yet it

may also be convened at another venue specified by

the convenor. The Management Board may stipulate

that shareholders may attend or vote before or at the

General Meeting by electronic means without physical

presence. The General Meeting of shareholders shall

adopt resolutions by simple majority of the votes

cast, unless the applicable laws or the Bank’s Articles

of Association stipulate a larger majority or other

conditions (adoption and amendments of the Articles of

Association, issue of convertible bonds or other equity

securities of the Bank, exclusion of pre-emptive right

of existing shareholders, decrease in share capital, the

status restructuring of the Bank, liquidation of the Bank

and discharge of Supervisory Board members).

The shareholders have the right to participate at

the general meeting of the Bank, the voting right,

pre-emptive right to subscribe for new shares in case of

share capital increase, the right to profit participation

(dividends), and the right to a share in surplus in the

event of liquidation or bankruptcy of the Bank and the

right to be informed.

According to Article 296 of the Companies Act, NLB

informs shareholders on their rights as shareholders

in an Information on the Rights of Shareholders that

is published among the documents for convocation

of each General Meeting (i.e., on the expansion of the

agenda, proposals by shareholders, voting proposals

by shareholders, and the shareholders right to be

informed).

There were two General Meetings of shareholders in

2023. Shareholders gathered at the 39

th

General Meeting

on 19 June 2023. At the General Meeting, shareholders

acknowledged the adopted NLB Group 2022 Annual

Report, the Report of the Supervisory Board of NLB on

the results of the examination of the NLB Group Annual

Report 2022, the Report on renumerations for the

business year 2022, and the Additional information to

the Report on remuneration for the business year 2022

based on SSH’s Baselines.

The shareholders also decided on the allocation of

distributable profit for 2022 and granted a discharge

from liability to the Management Board and Supervisory

Board of NLB for the year 2022. The distributable profit

of the Bank as at 31 December 2022 amounted to EUR

515,463,762.89. Part of that profit, in the amount of EUR

55,000,000.00, was paid out as dividends (EUR 2.75

gross per share).

The General Meeting of NLB adopted a decision on

election of members of the Supervisory Board of NLB.

As the term of office of four members of the Supervisory

Board of NLB, namely Deputy Chairman Andreas

Klingen, Shrenik Dhirajlal Davda, Gregor Rok Kastelic,

and Mark William Lane Richards had expired, the

General Meeting also appointed four members, of

whom two were already performing a function of a

member of the Supervisory Board. The shareholders

re-appointed Shrenik Dhirajlal Davda and Mark William

Lane Richards, and also appointed two new members,

namely Cvetka Selšek, and André-Marc Prudent-

Toccanier. All four were appointed for a four-year term

of office, which for the existing members began on

the day of their appointment, while Cvetka Selšek and

André-Marc Prudent-Toccanier assumed the position

of members of the Supervisory Board on 15 August

2023, after the ECB agreed to their appointment to their

position.

The General Meeting of NLB also took note on Internal

Audit Report for 2022 and Opinion of the Supervisory

Board of NLB and adopted decision on Determination of

payments to members of the Supervisory Board of NLB

and its committees.

The 41

st

General Meeting of NLB Shareholders held on

19 December 2023 confirmed payment of additional

dividends of EUR 55 million EUR (2.75 gross per

share), making a total dividend pay-out in 2023 of

EUR 110 million. With these pay-outs, NLB remains firmly

on the path to fulfil its ambition – a total capital return

through solid cash dividends in a cumulative amount of

EUR 500 million between 2022 and by the end of 2025.

At the General Meeting, the shareholders became

acquainted with the revised Remuneration Policy, which

was updated so that it ensures that the members of the

management board are rewarded in accordance with

the long-term strategic goals of the NLB Group and

with the interests and directions of the shareholders, the

relevant legislation, guidelines, and best practices with

the aim of with the aim of rewarding board members

not only for their contribution to immediate financial

success, but also to the overall sustainable development

of the NLB Group, growth and creation of long-term

value for shareholders. The policy was not confirmed

in the consultative vote, but nevertheless comes into

force. Until the next General Meeting NLB will further

improve its Remuneration Policy and present it to the

shareholders. The outcome of the vote is available to all

interested stakeholders on

NLB’s website

.

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Key Highlights

#### Business

#### Report

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Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

6. INFORMATION ABOUT THE COMPOSITION AND WORK OF THE MANAGEMENT AND SUPERVISORY BODY AND ITS COMMITTEES

6.1. Composition of the Management Board

In 2023, the Management Board of the Bank consisted

of consists of six members, namely: Blaž Brodnjak as

President & CEO, Archibald Kremser as Chief Financial

Officer (CFO), Andreas Burkhardt as Chief Risk Officer

(CRO), as well as Hedvika Usenik as Chief Marketing

Officer (CMO) – responsible for Retail Banking and

Private Banking, Antonio Argir – responsible for

Group governance, payments, and innovations, and

Andrej Lasič as CMO – responsible for Corporate and

Investment Banking.

Work of the Management Board

Despite the uncertainties caused by decelerated

economic growth, and high inflation, NLB Group

once more demonstrated its resilience and delivered

strong results. The successful performance of NLB

Group can be attributed to the vigorous emphasis on

prudent risk management and unwavering focus on

maintaining high asset quality, a strong capital base,

and robust liquidity position, while remaining committed

to ever-improving excellent customer services and

embracing opportunities for further growth. In 2023,

the Management Board continued to work on the

implementation of the NLB Group Strategy and the

inclusion of ESG factors into the NLB Group business

model.

The Management Board stayed focused on growth of

core business and was aware of all the risks possible

and eventual distress, while the bank helped customers

that faced difficulties due to strengthened market

conditions. In 2023, NLB Group delivered remarkable

business results. They enabled the Bank to pay out a

distributable profit for 2022 in the form of dividends in a

total amount of EUR 110 million, and thereby reaffirmed

NLB Group’s stable and successful business operations

and strong capital position. Dividends were paid in two

instalments, namely in the amount of EUR 55 million

in June 2023, and in the amount of EUR 55 million in

December 2023.

There are many topics that the Management Board was

working on to remain the leading group in the region.

We stayed committed to further improvement and

enhancing of the satisfaction and user experience of

customers, and to increase digital payment penetration

and innovation in the payments area. As part of the

digital agenda, we launched our new "Klik," as our

online bank "NLB Klik" and mobile bank, "Klikin" merged

into one modern digital bank "NLB Klik," which make

it easier for our customers to manage their finances.

In the business network, we focused on enhanced

advice to our customers. In order to do that, we had to

keep investing in advance technologies and peoples’

strengths.

The Management Board successfully completed

the merger of N Banka (former Sberbanka that NLB

acquired in March 2022) into NLB that was formally

completed on 1 September 2023, and continued activities

on the business aspects of integration to make sure

that former clients of the bank will benefit from best of

both worlds. In 2023, the Management Board signed

an agreement for the acquisition of the largest leasing

company in Slovenia, which also has operations in

Croatia, and an agreement for the acquisition of the

third largest asset management company in North

Macedonia. Obtaining permits for the acquisition of

the Summit Leasing, Slovenia Group together with the

Croatian branch and Generali Investments Macedonia is

in progress.

The Management Board is deeply aware of the banks’

vital role in fighting climate change by supporting the

global transition of the real economy towards net-zero,

which is why we not only strive to reinforce, accelerate,

and support the implementation of decarbonisation,

but also want to lead by example. To that extent in

December 2023, our first NLB Group Net-Zero Disclosure

Report was published, which reaffirms our commitment

to achieving Net-Zero by setting targets for reducing its

financed emissions and maintaining a coal exclusion

policy by 2050 or sooner. Besides environmental

issues, the Management Board is equally active about

addressing social and governance topics, we advocate

equal opportunities, as well as independent and

professional corporate governance. To that extent the

Management Board was extremely proud of receiving

an improved second ESG rating (December 2023)

assessed by Sustainalytics (previous ESG risk rating was

improved by of 1.7 points).

A detailed information on composition of the

Management Board can be found in

Appendix C.1

of this

statement.

6.2. Composition of the Supervisory Board

At the beginning of 2023, the Supervisory Board of

NLB consisted of 10 members, of which eight were

representatives of shareholders (in addition to Primož

Karpe (President) and Andreas Klingen (Deputy),

members were also Mark William Lane Richards,

Shrenik Dhirajlal Davda, David Eric Simon, Gregor

Rok Kastelic, Verica Trstenjak, and Osama Zekry,

while Sergeja Kočar, and Tadeja Žbontar Rems, were

representatives of the workers.

As already mentioned in this chapter, the term of office

of four members of the Supervisory Board expired.

The General Meeting on its session dated 19 June 2023

appointed four members, of whom two were existing,

while two members were new. On 31 December 2023,

the Supervisory Board of NLB consisted of Primož

Karpe (the Chairman), Shrenik Dhirajlal Davda (Deputy

Chairman), David Eric Simon, Mark William Lane

Richards, Verica Trstenjak, Islam Osama Zekry, Cvetka

Selšek, and André-Marc Prudent-Toccanier, and with

Sergeja Kočar and Tadeja Žbontar Rems serving as

representatives of the employees.

Statement of Independence of the Members of the

Supervisory Board

In accordance with Article 16 of the Articles of

Association of NLB, all Supervisory Board members

must be independent experts. Persons representing the

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interests of employees in the Supervisory Board of the

Bank are considered independent despite the existence

of an employment relationship with the Bank upon

fulfilling certain terms and conditions.

A statement of independence, in which they declare

themselves on their meeting of the criteria of conflict of

interest, is provided by a candidate for a function of a

member of the Supervisory Board, upon each change

that would mean change of his/her independence status

and once a year (with the new statements published as

of January 2024). It is published on the

Bank’s website

.

Work of the Supervisory Board

In 2023, the Supervisory Board held seven regular

and nine correspondence sessions. In its work, the

Supervisory Board of NLB received professional

assistance from five operational committees, namely:

The Audit Committee, the Risk Committee, the

Nomination Committee, the Remuneration Committee,

and the Operations and Information Technology

Committee. Mentioned committees function as

consulting bodies of the Supervisory Board as they

discuss the materials and proposals of the Management

Board related to a particular area. Based on their

findings, the Supervisory Board passed the appropriate

resolutions. Each of the five committees is composed of

at least three members of the Supervisory Board.

Through the year, the Supervisory Board monitored

the implementation and effectiveness of the NLB

Group’s Strategy and adopted the regular NLB Group

Sustainability Implementation Update and NLB Group

Payments Progress update. The Supervisory Board

issued approvals to the Management Board related

to the Bank’s Business Policy and the NLB Group 2024

Budget and Financial Projections 2025 – 2028, adopted

the NLB Group Annual Report for 2022, and NLB Group

Sustainability Report 2022, the Annual Internal Audit

Plan, the Plan of Compliance & Integrity, and adopted

the Comprehensive Opinion of the Internal Audit.

In order to implement effective corporate governance

arrangements, the Supervisory Board acted within

its powers to ensure that the bank’s business goals,

strategies, and policies were properly coordinated with

the strategies and policies for assuming and managing

risks. The Supervisory Board was regularly informed

on the risk profile of the Group, and the corresponding

types of risk to steer the Group’s fulfilment of internal

strategic objectives and fulfil all external requirements.

Consequently, the following items were discussed

and adopted – the NLB Group Risk appetite, the NLB

Group Risk strategy, ICAAP and ILAAP of NLB Group,

the Recovery Plan of NLB Group, regular Risk reports

for NLB and NLB Group, other relevant risk reports and

information on Pillar III Disclosures.

Through the year, the Supervisory Board acknowledged

regular reports on documents received from the

regulator(s), namely, the Bank of Slovenia and ECB, and

the implementation of the requirements of regulators.

As a systemically important institution, the Group was

included in the ECB Stress Test exercise aiming to assess

the resilience of the financial institution, performed in H1

2023. The Supervisory Board was acquainted with the

exercise, where the results showed that even in a very

unfavourable market condition defined by the EBA and

ECB, the Group holds sufficient resilience in terms of

capitalisation.

The Supervisory Board adopted decisions with regards

to the convocation of the two General Meetings of

shareholders. At the General Meeting of shareholders

dated 11 June 2023, the General Meeting acknowledged

itself with the Annual Report 2022, the Report of the

Supervisory Board and the Additional information

to the Report on remuneration. The General Meeting

adopted a decision on the allocation of distributable

profit for 2022, and granted a discharge from liability

to the Management and Supervisory Boards. The

General Meeting of Shareholders acknowledged

the adopted Internal Audit Report for 2022, and the

positive opinion of the Supervisory Board of NLB

granted with the resolution of the Supervisory Board

adopted on 23 February 2023. The General Meeting

adopted decisions on the four proposed candidates

for the Supervisory Board and determined payments

to members of the Supervisory Board of NLB and its

committees.

The General Meeting, dated 11 December 2023, adopted

a decision on the allocation of second tranche of

the distributable profit for 2022, and approved 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

was of a consultative nature.

During the year, the Supervisory Board adopted

periodic reports of the Internal Audit, Compliance, and

issued approval to the transactions with persons in

special relationship with the Bank, and to the conclusion

of legal transactions in accordance with Article 170 of the

Banking Act.

According to the recommendation of the Slovenian

Corporate Governance Code for Listed Companies,

the Supervisory Board adopted a decision to engage

an external advisor for the evaluation of efficiency

and self-assessment of the Supervisory Board of NLB

and the Audit Committee of NLB. It also adopted the

Internal Audit’s Annual Report for 2023, the Internal

Audit Plan (2024 & the long-term plan), the Action Plan

for Compliance & Integrity for 2024, the regular periodic

reports on the Internal Audit, Compliance, and Security.

With the aim of ensuring sustainable development, NLB

Group strives to actively contribute to a more balanced

and inclusive economic and social system through three

lines of actions: sustainable operations, sustainable

finance, and Corporate Social Responsibility. The

Supervisory Board regularly adopts decisions related to

sustainability and ESG issues.

Throughout the year, the Supervisory Board has

maintained a well-balanced professional relationship

with the Management Board and enjoyed timely,

comprehensive, and data-supported inputs from the

latter, enabling the Supervisory Board to adopt all its

decisions in line with the professional interests of the

Bank, whilst always adhering to banking regulations

and its statutory powers.

To ensure transparent decision-making at sessions of

the Supervisory Board and at sessions of committees

on which they sit, members of the Supervisory Board in

particular take into account all necessary precautionary

measures to avoid conflicts of interest.

Pursuant to Article 282 of the Companies Act (ZGD-1) and

the above report, the Supervisory Board of NLB

established and ensured that it regularly and thoroughly

monitored the Bank’s and the NLB Group’s operations

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in 2023 within its powers and efficiently supervised

the Bank’s and the NLB Group’s management and

operations.

Composition of the Supervisory Board members is

described in the

Appendix C.2

of this statement.

6.3. The Supervisory

#### Board Committees

All five Committees for the Supervisory Board function

as consulting bodies of the Supervisory Board of NLB

and discuss the material and proposals of Management

Board of NLB for the Supervisory Board meetings

related to a particular area. The Supervisory Board has

the following committees:

·

The Audit Committee

·

The Risk Committee

·

The Nomination Committee

·

The Remuneration Committee

·

The Operations and IT Committee.

Committees are composed of at least three members

of the Supervisory Board. The Worker’s Council

can nominate one Supervisory Board member – a

representative of the workers into each committee. The

member of the Committee may only be appointed from

among the members of the Supervisory Board. The

term of office of Chair, the Deputy Chair, and members

of the Committee should not exceed their term of office

as Supervisory Board members. The responsibilities of

committees are defined in the Rules of Procedure of the

Committees of the Supervisory Board of NLB.

6.3.1. The Audit Committee of the Supervisory Board

of NLB

The Audit Committee monitors and prepares draft

resolutions for the Supervisory Board on accounting

reporting, internal control and risk management,

internal audit, the compliance of operations, and

external audit, and as well monitors the implementation

of regulatory measures.

At the end of 2023, the composition of the committee was

as follows: David Eric Simon (Chairman), Cvetka Selšek

(Deputy Chairwoman), Primož Karpe, Shrenik Dhirajlal

Davda and André-Marc Prudent-Toccanier (members).

Changes in membership of the committee that occurred

during the year, as well as academic degrees of the

Audit Committee members, are reflected in the chart

on the Supervisory Board Committees (

Appendix C.2

below).

There were six regular, one extraordinary, and three

correspondence sessions of the Audit Committee in 2023.

The following is a summary of key topics considered by

the Audit Committee:

·

The NLB Group 2022 Annual Report, Key Performance

Indicators; Comprehensive Opinion of Internal Audit for

2022; Internal Audit Annual Report for 2022;Corporate

Governance Statement of NLB; Statement on

Management of Risk of the NLB, the NLB Group

Sustainability Report for 2022; the Report of the of the

Audit Committee of the Supervisory Board of NLB to

the Supervisory Board of NLB about the statutory audit

for financial year 2022; Changes to fees for statutory

audit on NLB Group level; Annual Report for the 2022

ECRA – general risk assessment regarding integrity and

compliance operations at NLB and NLB Group; Audit

planning for 2023 financial statements;

·

Regular interim reports on the operations of the

NLB Group and Business Performance Indicatory

for NLB and NLB Group, Quarterly Internal Audit

Reports, Compliance and Integrity Reports, Reports on

Information security assurance in NLB; Assessment of

the NLB Group identified employees in control functions

for 2022; Approval of the payment of deferred variable

part for Directors in control functions;

·

NLB Group Internal Audit Plan (2024 & long-term),

Action Plan for Compliance and Integrity Centre

for 2024;

·

Regular reports on overdue material recommendations

of the Internal Audit; Reports on the documents

received from the BoS and ECB and on the

implementation of the requirements of the BoS and

ECB; the Policy of the Internal Controls System; the

Report on the court proceedings exceeding EUR 0.5

million; reports on Restructuring of TOP 20 clients;

·

Information about the costs of the Management

Board and Supervisory Board;

·

Revision of Rules on the Prevention of Market Abuse

and Supervision over the Implementation of Personal

Transactions in the Provision of Investment Services

and Transactions in NLB d.d.; Revision of the Policy

Internal control system;

·

Self-assessment of the Audit Committee for 2022.

The Audit Committee performs its tasks both at the

meetings themselves and outside of the meetings.

In addition to considering materials at the meetings

themselves and preparing proposals for the Supervisory

Board, the committee also regularly meets with

representatives of professional services for individual

areas covered by the committee. The president of the

committee also meets regularly with representatives of

the external auditor and regulators.

In 2023, the Audit Committee carried out a self-

assessment of its work with the help of an external

independent evaluator, the Directors' Association of

Slovenia. Based on the findings, an action plan was

prepared, which will be discussed and approved at the

Supervisory Board meeting in March 2024.

6.3.2. The Risk Committee of the Supervisory Board

of NLB

The Risk Committee monitors and drafts resolutions

for the Supervisory Board in all risk areas relevant to

the Bank’s operations. It is consulted on the Group’s

current and future risk appetite, the corresponding

risk profile and risk management strategy, and helps

carry out control over senior management concerning

implementation of the risk management strategy.

At the end of 2023, the composition of the committee was

as follows: André-Marc Prudent-Toccanier (Chairman),

Cvetka Selšek (Deputy Chairwoman), Shrenik Davda,

Islam Osama Zekry, and David Eric Simon (members).

Changes in the membership of the committee that

occurred during the year are reflected in the chart on

Supervisory Board Committees (

Appendix C.2

below).

There were five regular sessions of the Risk Committee

in 2023. The following is a summary of key topics

considered by the Risk Committee:

·

Risk Management Strategy of the NLB Group; Risk

Appetite of the NLB Group; Risk dashboard of NLB and

NLB Group; IT Security Architecture and Protection of

NLB Group; Report on status information security in

NLB and NLB Group;

·

Internal liquidity adequacy process (ILAAP); The

Internal Capital Adequacy Assessment Process (ICAAP)

in NLB Group; the NLB Group Recovery Plan for 2022;

the Statement of Management of Risk of the NLB; the

ECB stress test findings related topics

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#### Report

Strategy

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Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

·

Regular quarterly risk reports of NLB and the NLB

Group; Pillar III Disclosures of the NLB Group for

2022 and Acknowledgement of quarterly Pillar III

Disclosures; Information on the status of information

security in NLB and NLB Group;

·

Confirmation of the goals of identified employees;

·

Report on the Top 50 groups of clients by exposure in

the NLB Group; Report on Top 20 largest restructuring

cases; Report on the material court proceedings for

NLB and NLB Group members;

·

Information of the assessment of the NLB Group and

NLB results and identified employees in control function

for the year 2022; Approval of the payment of the

deferred variable part of the salary for the Director of

the Global Risk;

·

Changes to Risk Appetite of the NLB Group; NLB Group

Non-Performing Exposure and Foreclosed Assets

Strategy for the period 2023 – 2025; Proposals for the

issuance of prior consent of the Supervisory Board

of NLB for legal transactions based on Banking Act

(ZBan-3) for large exposures; transactions with NLB

Group members; and, prior consent to conclude legal

deal with MIGA.

6.3.3. The Nomination Committee of the Supervisory

Board of NLB

The Nomination Committee drafts proposed

resolutions for the Supervisory Board concerning the

appointment and dismissal of the Management Board

members; recommends candidates for Supervisory

Board members; recommends to the Supervisory

Board the dismissal of members of the Management

and Supervisory Boards (representatives of capital);

prepares the content of executive employment contracts

for the President and members of the Management

Board; evaluates the performance of the Management

and Supervisory Boards; and assesses the knowledge,

skills, and experience of individual members of the

Management and Supervisory Boards and the bodies as

a whole.

At the end of 20223, the composition of the committee

was as follows: Primož Karpe (Chairman), Mark Richards

(Deputy Chairman), Verica Trstenjak, Sergeja Kočar

and Islam Zekry (members). Membership of the Bojana

Šteblaj was terminated on 12 September 2022. Changes

in the membership of the committee that occurred

during the year are reflected in the chart on Supervisory

Board Committees (

Appendix C.2

below).

There were five regular sessions of the Nomination

Committee in 2023. The following is a summary of key

topics considered by the Nomination Committee:

·

Determination and the appointment of the Deputy

President of the Management Board of the Bank;

·

Fit and proper assessment – Candidates for members

of the Supervisory Board of NLB;

·

The reassessment of suitability of the Supervisory

Board member;

·

Compliance and integrity – prolongation of the

mandate;

·

Annual review of the Diversity Policy.

6.3.4. The Remuneration Committee of the Supervisory

Board of NLB

The Remuneration Committee carries out expert and

independent assessments of the remuneration policies

and practices and formulates initiatives for measures

related to improving the management of the Bank’s

risks, capital, and liquidity; prepares proposals for

remuneration-related decisions of the Supervisory

Board; and supervises the remuneration of senior

management performing the risk management and

compliance functions.

At the end of 2023, the composition of the committee

was as follows: Shrenik Davda (Chairman), Mark William

Lane Richards (Deputy Chairman), Verica Trstenjak,

Tadeja Žbontar Rems, and Sergeja Kočar (members).

Changes in the membership of the committee that

occurred during the year are reflected in the chart on

Supervisory Board Committees (

Appendix C.2

below).

There were five regular and two correspondence

sessions of the Remuneration Committee in 2023. The

following is a summary of key topics considered by the

Remuneration Committee:

·

The proposed goals of the NLB Group for 2023;

Assessment of goals for the members of the

Management Board of the NLB for 2022; Proposal for

annual self-assessment of identified employees;

·

Confirmation of financial goals of the NLB Group;

financial goals of NLB and goals for each member of

the Management Board of NLB for 2022; Confirmation

of the assessment of the NLB Group and NLB results

and identified employees in control function for

the year 2021; Confirmation of goals of identified

employees in controlled and supervisory functions;

·

Salary increase of the Director of a controlled function;

Awarding of variable pay to the Management

Board members for financial years 2019 and 2020 in

instruments;

·

Remuneration Policy for Employees of NLB d.d.

and the NLB Group – annual review; Report on the

implementation of the NLB remuneration policy to the

NLB Group members.

6.3.5. The Operations and IT Committee of the

Supervisory Board of NLB

The Committee monitors and prepares draft resolutions

for the Supervisory Board, whereby the main tasks

that it performs are the following: monitors the

implementation of the IT Strategy, Information Security

Strategy, and Operations Strategy; monitors key

operations and IT KPI’s and service quality indicators;

monitors key operations and IT projects and initiatives;

monitors operating risks in the area of Operations,

IT, and Security; monitors the recommendations for

ensuring and increasing the level of information/

cyber security issued by CISO; addresses the report on

potential violations, events, and incidents in the area of

IT security; and monitors the Target Operating Model

implementation in the areas of IT, the Security Operating

System, Competence Centre, and Operations.

At the end of 2023, the composition of the committee

was as follows: Mark William Lane Richards (Chairman),

Islam Osama Zekry (Deputy Chairman), Primož Karpe,

Tadeja Žbontar Rems, and André-Marc Prudent-

Toccanier. Membership of Janja Žabjek Dolinšek was

terminated on 8 July 2022. Changes in membership

of the committee that occurred during the year are

reflected in the chart on Supervisory Board Committees

(

Appendix C.2

below).

There were five sessions of the Operations and IT

Committee 2023. The Operations and IT Committee

acknowledged itself with:

·

IT Strategy update; Procurement Strategy;

·

Review of IT KPIs and Business Priorities; Data/BI

remediation progress update; Report on process

metrics;

·

Information on the achievement of goals for 2022 in the

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Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

area of Information Technology in the Group;

·

Performance Metrics; Data/BI remediation progress

update;

·

Customer relationship management – Project update;

·

Payment IT strategy update; Payment transactions –

analysis of process of optimisation;

·

Information on Afina – N Banka integration; Digital

Banking Platform status; Artificial Intelligence and

advance analytics activities and plans in NLB Group;

BIT project rollout; OMNI project; Web project readiness

assessment.

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NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

7. DESCRIPTION POLICY ON THE PROVISION OF DIVERSITY OF THE MANAGEMENT BODY

#### AND SENIOR MANAGEMENT

7.1. Description of the policy

NLB adopted amendments to the Policy on the Provision

of Diversity of the Management Body and Senior

Management of NLB d.d. (hereinafter: Diversity Policy)

in 2022 to align it with the stipulations of the changed

legislation and to address the concerns of stakeholders.

The amended Diversity Policy was adopted at the

Annual General Meeting on 20 June 2022.

The Diversity Policy outlines specific goals for achieving

diverse representation on the Supervisory Board,

Management Board, and senior management. The

policy establishes various diversity goals, ensuring that

the composition of the management body encompasses

a collective proficiency in knowledge, skills, and

experience. This comprehensive approach aims to

foster a deep understanding of the Bank’s strategy,

challenges, and the associated risks.

This policy concurrently establishes a framework to

promote diversity across dimensions such as gender,

age, a spectrum of knowledge, skills, and experience,

international exposure, and geographical origin.

The Diversity Policy sets out the targets to be pursued

in terms of representation on the Supervisory Board,

Management Board, and senior management,

according to different diversity goals in order the

management body is composed in such a way that,

as a whole has the knowledge, skills, and experience

necessary for an in-depth understanding of the Bank’s

strategy and challenges, and the risks to which it

is exposed. The policy is annually reviewed by the

Nomination Committee of the Supervisory Board. The

Report on Diversity is adopted on the Supervisory Board

on a yearly basis.

The Bank implements the principles of the Diversity

Policy through other policies and procedures, namely

the Policy on the Selection of Suitable Candidates for

Members of the Supervisory Board, and the Policy on

the Selection of Suitable Candidates for Members of

the Management Board, as well as procedures of the

Nomination Committee of the Supervisory Board.

To achieve the objectives of this diversity policy, one of

the measure the influence the selection process is also:

if two candidates for the position of a member of the

Management Board or a member of the Supervisory

Board meet all the required tender criteria and at

the same time the target gender representation is

not achieved in a certain body, a candidate of the

underrepresented sex shall be selected.

7.2. Objectives of the policy

Considering the size of the Bank and the NLB Group, our

regional presence and business strategy, the following

goals are important to ensure diversity:

·

Gender diversity – The Bank pursues this objective

by ensuring that all stakeholders involved in the HR

process strive to construct a well-balanced pool

of candidates during the recruitment process. This

involves considering the equitable representation of

the less-represented gender and achieving a suitable

balance between both genders in alignment with the

objectives outlined in the Policy. The establishment

and implementation of a comprehensive policy for

candidate selection create incentives for diversity

within the management body.

·

Age diversity – The Bank pursues the achievement

of age diversity that accurately reflects the Bank’s

age demographics. To fulfil this objective, the Bank

employs recruitment channels designed to attract a

broad spectrum of candidates across different age

groups, ensuring representation from all demographic

segments in both the management body and senior

management. When appointing new candidates, the

Bank carefully considers the appropriate balance

between younger and older members within the

management body or the age distribution within senior

management.

·

Professional competencies, skills, and experience – The

collective expertise of the management body must

encompass a diverse spectrum of knowledge, skills,

and professional capabilities. The composition shall

adhere to specific criteria, encompassing factors such

as experience, reputation, effective management

of potential conflicts of interest, independence, time

commitment, and the overall cohesion of the body. The

requests previously mentioned apply

mutatis mutandis

to the senior management.

·

Continuity of composition of the management body

and senior management – the Bank ensures a suitable

ratio between the existing and the new members of the

management body and senior management by not

changing all members of the management body or

senior management simultaneously when mandates

expire.

·

International experience – The Bank should ensure a

suitable share of the management body and senior

management members with international experience

in different areas (e.g., foreigners and Slovenians doing

business abroad). To this end, the Bank has established

a timeframe, aligning with relevant policies for selecting

qualified candidates in the selection process.

·

Personal integrity – The management body and senior

management members must achieve a high level of

personal integrity whereby integrity represents the

expected action and responsibility of individuals and

organisations in preventing and eliminating risks of

using authority, function, authority, or other decision-

making power contrary to law, legally permissible

goals, and according to the guidelines defined in the

NLB Group Code of Conduct.

·

Geographical provenance – The Bank strives for

the management body members to have different

geographical provenances, ensuring that at the

collective level, the management body has suitable

knowledge of the culture, market characteristics, and

legal framework in the areas where the Bank operates.

Targets related to the above-defined aspects of diversity

for the management body and senior management

until the 2025 are defined in the Policy on the provision

of diversity of the management body and senior

management in NLB d.d. adopted by the General

Meeting dated 20 June 2022 (available at

www.nlb.

si/general-meetings-in-year-2022

and

www.nlb.si/

additional-disclosures-according-to-article-104-of-the-

zban-3

).

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NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

7.3. The manner the policy is implemented

To achieve the objectives outlined in this diversity

policy, the following measures are applied:

·

Upon the appointment of new members or re-

appointment of the members of the Supervisory Board

and Management Board, due consideration is given

to the Policy on the selection of suitable candidates

for members of the Supervisory Board and the Policy

on the selection of suitable candidates for members

of the Management Board. The above applies

mutatis mutandis (with necessary adjustments) to the

appointment and re-appointment of the Bank’s senior

management.

·

The pre-definition of conditions for the performance

of each function, including the required profile of

prospective members of the management body, occurs

prior to their appointment.

·

Using recruitment pathways that attract a sufficiently

wide range of different candidates.

·

Should two candidates for the position of a member

of the Management Board or a member of the

Supervisory Board meet all the required tender criteria

and at the same time the target gender representation

is not achieved in a certain body, a candidate of the

underrepresented sex shall be selected.

·

In achieving the target representation of the

Management Board, as well as by a predetermined

replacement plan and by fulfilling another member of

the Management Board, as defined by the Articles of

Association of NLB.

·

Considering the objectives of the diversity policy when

assessing the collective suitability of management and

supervisory bodies.

7.4. Results achieved

Implementation and the results achieved by the diversity

policy during the reporting period:

The Supervisory Board

It is estimated that the goals for 2023 were almost

achieved. Members of the Supervisory Board as a

whole cover an adequately wide range of knowledge,

skills, and professional experience of its members. The

Supervisory Board is composed with regard to the

following criteria: experience, reputation, management

of potential conflicts of interest, independence, available

time, and collective suitability.

Also, the Supervisory Board has a suitable ratio between

the existing and the new members considered when

appointing new members in Supervisory Board the ratio

between existing and new members is not below 70%.

The members of the Supervisory Board have a high level

of personal integrity, a suitable share of members of the

Supervisory Board have international experience, and

have suitable geographical experience as set in the plan

for the year 2023.

Since the term of office of four members of the

Supervisory Board expired in 2023, and to retain

the proportion of women in Supervisory Board this

criterion was also taken into consideration in the

recruitment process. Therefore, at the General Meeting

dated 19 June 2023 two male representatives were

re-appointed for the position, while among two new

members for the position, one member was female.

With this, we maintained the desired target value of

gender diversity almost at the planned level. The goal

for the members of the Supervisory Board has been

almost achieved with 40% of representation of women

on the Supervisory Board (on 31 December 2023) since

the plan set up for the year 2023 assumed a 42% share

of women.

Regarding the age structure of the Supervisory Board, it

is also considered appropriate, according to the plan set

up for 2023 as members of the Supervisory Board are

represented in the age groups from 40 to 60+.

The Management Board

We estimate that the goals for 2023 have been achieved

as the members of the Management Board as a

whole meet a high level of requirements related to

the set goals, namely age structure, gender structure,

professional competencies, skills and experience,

and requirements related to relevant international

experience in various fields, personal integrity, and

geographical provenance.

In terms of gender diversity, the target set for 2023 was

accomplished, maintaining a representation of 16.7%,

the equivalent of at least one woman.

The Senior Management

For 2023, we estimate that the goals were achieved, as

senior management at a high level met the requirements

relating to the range of knowledge, skills, and

professional experience. Regarding the requirements

related to international experience in various fields, it is

estimated that senior management has largely relevant

international experience. It is also estimated that 43% of

women in senior management is appropriate.

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Regarding the age structure, it is also considered

appropriate, as senior management in the age structure

is very dispersed and is thus represented in all age

groups from 30 to 60 years.

Supervisory Board

of NLB

Management Board

of NLB

Senior Management

of NLB

2023

Plan for 2023

2023

Plan for 2023

2023

Plan for 2023

Wide range of knowledge, skills and professional experience

High

High

High

High

High

High

International experience of the members in different areas

Medium High

Medium High

Medium High

Medium High

Medium High

Medium High

Continuity of composition of the management body

High

High

High

High

High

High

Personal integrity

High

High

High

High

High

High

Geographical provenance

Medium High

Medium High

Medium High

Medium High

Low

Low

Age structure

20-30 = 0

0

20-30 = 0

0

20-30 = 0

0

30-40 = 0

0

30-40 = 0

0

30-40 = 1

1

40-50 = 1

2

40-50 = 3

2

40-50 = 23

18

50-60 = 5

5

50-60 = 3

4

50-60 = 14

16

60+ = 4

5

60+ = 0

0

60+ = 2

2

Additional information on the framework, objectives,

and chart with set goals of the Diversity Policy can be

found in the

NLB Group Sustainability Report 2023

, as

well as in the chapter

Human Resources

in this Annual

Report.

7.5. Description of diversity policy from a gender perspective

As already mentioned in point 7.2: Gender diversity

– The Bank pursues this objective by ensuring that

all stakeholders involved in the HR process strive to

construct a well-balanced pool of candidates during

the recruitment process. This involves considering

the equitable representation of the less-represented

gender and achieving a suitable balance between both

genders in alignment with the objectives outlined in

the Policy. The establishment and implementation of a

comprehensive policy for candidate selection create

incentives for diversity within the management body.

In 2023, two new members of the Supervisory Board

were appointed and in order to retain the proportion

of women in Supervisory Board in the recruitment

process this criterion was also taken into consideration.

The goal for 2023 set for the Management Board was

achieved and stayed on 16.7% or one woman. It is also

estimated that 43% of women in senior management is

appropriate (the set goal was slightly higher).

7.6. Goals that are followed by the Bank

Goals followed by the bank are published in the Policy

on the provision of diversity of the management body

and senior management in NLB d.d. adopted by the

General Meeting dated 20 June 2022 (available at

www.

nlb.si/general-meetings-in-year-2022

and

www.nlb.si/

additional-disclosures-according-to-article-104-of-the-

zban-3

).

Apart from goals in the Policy the Bank also respects

and follows the initiative 40/33/2026 Slovenian Directors’

Association, by voluntarily committing to achieving the

target of gender diversity by the conclusion of the year

2026. This initiative entails achieving a representation of

40% for members of supervisory boards and an overall

33% representation for members of supervisory boards

and management boards of the underrepresented

gender in public joint-stock companies and state-owned

enterprises by 2026.

With the changed composition of the Supervisory

Board in 2023, NLB achieved the first goal, which is a

representation of 40% of women in the Supervisory

Board of NLB (4 out of 10 members are women). As far

as both goals together are concerned NLB is slightly

below 33% (5 out of 16 members). Results of the gender

diversity in public companies are checked quarterly by

Deloitte and published on the website of the

Slovenian

Directors’ Association

.

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147

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

7.7. Impact on selection procedures

Already explained in Point 7.3.

All the above criteria are considered in the selection

process for the members of the Management Board and

the Supervisory Board. In 2023, because of this objective

in the selection process, in order to maintain gender

diversity among the candidates for Supervisory Board of

NLB, one female representative was elected.

Statement on changes that occurred between the

end of accounting period up to the publication of this

statement

In accordance with Guidelines on Disclosure for Listed

Companies, point 6.3.2 (Ljubljana Stock Exchange,

18 December 2020) NLB hereby states that the following

changes occurred between the end of accounting

period up to the publication of this statement.

Ljubljana, 21 March 2024

Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

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148

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Table 35:

Composition of Management in financial year 2023 (C.1)

Name and

Surname

Position held

(President,

Member)

Area of work

covered within

the Management

Board

First appointment to

the position

Conclusion

of the position/

term of office

Citizenship

Year

of

birth

Qualification

Professional

profile

Membership in supervisory bodies

in companies not related

to the company

Blaž Brodnjak

President

CEO

6 July 2016

(i)

6 July 2026

Slovenian

1974

MBA

Banking/Finance

Banks‘ Association of Slovenia,

AmCham Slovenia,

Handball Federation of Slovenia,

Cedevita Olimpija

Archibald Kremser

Deputy CEO/

Member

CFO

31 July 2013

6 July 2026

Austrian

1971

MBA

Banking/Finance

Peter Andreas

Burkhardt

Member

CRO

18 September 2013

6 July 2026

German

1971

MBA

Banking/Finance

Antonio Argir

Member

Responsible

for Group

governance,

payments and

innovations

28 April 2022

28 April 2027

Macedonian

1975

MBA

Banking/Finance

Economic Chamber of

North Macedonia

Andrej Lasič

Member

CMO (responsible

for Corporate

and Investment

Banking)

28 April 2022

28 April 2027

Slovenian

1970

Bachelor’s

degree

Banking/Finance

Hedvika Usenik

Member

CMO (responsible

for Retail Banking

and Private

Banking)

28 April 2022

28 April 2027

Slovenian

1972

MBA

Banking/Finance

Institute for

Economic Research

(i) Member of the Management Board since 2012.

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NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Table 36:

Composition of Supervisory Board and Committees in financial year 2023 (C.2)

Name and

Surname

Position

held

(Chairman,

Deputy

Chairman,

Member)

First

appointment

to the

position

Conclusion

of the

position /

term of

office

Representative

of the company‘s

capital structure /

employees

Attendance

at SB session

in regard

to the total

number of SB

session (for

example 5/7)

applicable

on his/her

mandate

Gender

Citizenship

Year of

birth

Qualification

Professional

profile

Independence

under Article

23 of the Code

(YES/NO)

Existence

of conflict

of

interest,

in the

business

year

(YES/NO)

Membership

in supervisory

bodies in other

companies or

institutions

Primož

Karpe

Chairman

10 February

2016

2024

Representative

of the company‘s

capital structure

7/7

male

Slovenian

1970

MSc

Banking/

Finance

YES

YES

Angler d.o.o,

Aroma Global

3 Ltd.

Andreas

Klingen

Deputy

Chairman

22 June 2015

19 June 2023

Representative

of the company‘s

capital structure

3/3

male

German

1964

University

Degree

Banking/

Finance

YES

NO

Kyrgyz Investment,

Credit Bank

CISC, Nepi

Rockcastle N.V.

Shrenik

Dhirajlal

Davda

Deputy

Chairman/

Member

10 June 2019

2027

Representative

of the company‘s

capital structure

7/7

male

British

1960

MBA, LLB

Finance

YES

NO

Charity

Commission of

England and

Wales, PSO, UK

David Eric

Simon

Member

4 August 2016

2024

Representative

of the company‘s

capital structure

7/7

male

British

1948

Higher

National

Diploma in

Business

Studies

Banking/

Finance

YES

NO

Jihlavan a.s.,

Czech Aerospace

industries

sro, Central

Europe Industry

Partners a.s.

Mark

William

Lane

Richards

Member

10 June 2019

2023

Representative

of the company‘s

capital structure

7/7

male

British

1966

MSc

Banking/

Finance

YES

NO

BPL Global

(Lloyds of London

insurance Broker),

Sheffield Haworth

Ltd, Vencap

International pic

Ukraine (UK)

Gregor Rok

Kastelic

Member

10 June 2019

19 June 2023

Representative

of the company‘s

capital structure

3/3

male

Slovenian

1968

MSc

Banking/

Finance

YES

NO

Verica

Trstenjak

Member

15 June 2020

2024

Representative

of the company‘s

capital structure

7/7

female

Slovenian

1962

PhD

Law

YES

NO

Cvetka

Selšek

Member

19 June 2023

2027

Representative

of the company‘s

capital structure

3/3

female

Slovenian

1951

University

Degree

Banking/

Finance

YES

NO

Honorable

Tribunal of

Managers

Association of

Slovenia, Directors’

Association

of Slovenia

André-Marc

Prudent-

Toccanier

Member

19 June 2023

2027

Representative

of the company‘s

capital structure

3/3

male

French

1955

MSc

Banking/

Finance

YES

NO

Sergeja

Kočar

Member

17 June 2020

2024

Representative

of the company’s

employees

7/7

female

Slovenian

1968

MSc

Management

YES

NO

Tadeja

Žbontar

Rems

Member

22 January

2021

2025

Representative

of the company’s

employees

7/7

female

Slovenian

1968

MSc

IT

YES

NO

Islam

Osama

Zekry

Member

14 June 2021

2025

Representative

of the company‘s

capital structure

6/7

male

Egyptian

1977

PhD

IT

YES

NO

CIB Housing

association,

Egypt, Egyptian AI

Council (Ministry

of Communication

and Information

Technology)

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150

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Name and Surname

Membership in committees (audit, nominal,

income committee, etc.)

First appointment to the

position

Conclusion of the

position/term of office

Chairman/Deputy

Chairman/Member

Attendance at sessions of

SB’s Committees in regard

to the total number of SB’s

session (applicable on his/her

mandate)

(i)

Shrenik Dhirajlal Davda

Remuneration Committee

28 June 2019

2027

Chairman

5/5

Mark William Lane Richards

Remuneration Committee

26 June 2020

2027

Deputy Chairman

5/5

Verica Trstenjak

Remuneration Committee

18 September 2023

2024

Member

1/2

Tadeja Žbontar Rems

Remuneration Committee

18 September 2023

2025

Member

2/2

Sergeja Kočar

Remuneration Committee

26 June 2020

2024

Member

5/5

Primož Karpe

Nomination Committee

15 April 2016

2024

Chairman

5/5

Mark William Lane Richards

Nomination Committee

18 September 2023

2027

Deputy Chairman

1/1

Verica Trstenjak

Nomination Committee

26 June 2020

2024

Member

5/5

Sergeja Kočar

Nomination Committee

26 June 2020

2024

Member

5/5

Islam Osama Zekry

Nomination Committee

18 September 2023

2025

Member

1/1

David Eric Simon

Audit Committee

7 April 2016

2024

Chairman

6/6

Cvetka Selšek

Audit Committee

18 September 2023

2027

Deputy Chairwoman

1/1

Primož Karpe

Audit Committee

15 April 2016

2024

Member

5/6

André-Marc Prudent-Toccanier

Audit Committee

18 September 2023

2027

Member

1/1

Shrenik Dhirajlal Davda

Audit Committee

28 June 2019

2027

Member

6/6

André-Marc Prudent-Toccanier

Risk Committee

18 September 2023

2027

Chairman

1/1

Cvetka Selšek

Risk Committee

18 September 2023

2027

Deputy Chairwoman

1/1

Shrenik Dhirajlal Davda

Risk Committee

8 July 2021

2027

Member

5/5

David Eric Simon

Risk Committee

7 April 2016

2024

Member

5/5

Islam Osama Zekry

Risk Committee

8 July 2021

2025

Member

3/5

Mark William Lane Richards

Operational and IT Committee

28 June 2019

2027

Chairman

5/5

Islam Osama Zekry

Operational and IT Committee

8 July 2021

2025

Deputy Chairman

4/5

Primož Karpe

Operational and IT Committee

15 April 2016

2024

Member

5/5

Tadeja Žbontar Rems

Operational and IT Committee

8 April 2021

2025

Member

5/5

André-Marc Prudent-Toccanier

Operational and IT Committee

18 September 2023

2027

Member

1/1

(i) There were also extraordinary sessions of the committees that are not reflected in this table.

External member in committees (audit, nominal, income committee, etc.) - The Banking Act (ZBan-3) contains provision stipulating that, irrespective of provision of Companies Act (ZGD-1) only

members of the Supervisory Board can be appointed to Supervisory committees.

Name and Surname

Attendance at sessions of SB‘s Committees in

regard to the total number of SB‘s session

(for example 5/7)

Gender

Qualification

Year of birth

Professional profile

Membership in supervisory bodies in

companies not related to the company

none

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement of Management of Risk

NLB d.d.’s Management Board and Supervisory Board

provide herewith a concise statement of the risk

management according to Article 17 of the Decision on

Internal Governance Arrangements, the Management

Body, and the Internal Capital Adequacy Assessment

Process for Banks and Savings Banks (Official Gazette

of the RS, no. 73/15 and 115/2021), Regulation (EU)

575/2013, article 435 (Risk management objectives and

policies), points (e) and (f), as well as the EBA Guidelines

on Internal Governance (EBA/GL/2021/05) and EBA

Guidelines on Disclosure requirements (EBA GL/2016/11).

Risk management in NLB Group, representing an

important element of the Group’s overall corporate

governance, is implemented in accordance with the

set strategic guidelines, established internal policies,

and procedures that take into account the European

banking regulations, the regulations adopted by the

Bank of Slovenia, the current EBA guidelines, and the

relevant good banking practices. EU regulations are

followed by NLB Group, where the Group subsidiaries

operating outside Slovenia are also compliant with the

rules set by the local regulators. NLB Group gives high

importance to the risk culture and awareness of all

relevant risks within the entire Group. Maintaining risk

awareness is engrained in the business and risk strategy

of the Group. The business and operating environment,

relevant for the Group’s operations, is changing with

trends such as sustainability, social responsibility,

governance, changing customer behaviour, emerging

new technologies and competitors, as well as increasing

new regulatory requirements. Respectively, risk

management is continuously adapting with the aim to

detect and manage new potential emerging risks.

NLB Group uses the "three lines of defence framework"

as an important element of its internal governance,

whereby the Risk management function acts as a

second line of defence. The Group has enhanced

overall corporate governance, which is reflected in a

lower SREP requirement in recent years. The robust

and comprehensive Risk Management framework is

defined and organised with regards to the Group’s

business and risk profile, based on a forward-looking

perspective to meet internally set strategic objectives,

and all external requirements. The Proactive Risk

management and control system is primarily based on

Risk appetite and Risk strategy, which are consistent

with the Group’s Business strategy, and focused on

early risk identification and efficient risk management.

Set governance and different risk management

tools enable adequate oversight of the Group’s risk

profile, proactively support its business operations

and its management by incorporating escalation

procedures, and using different mitigation measures

when necessary. In this respect, the Group is constantly

enhancing and complementing the existing methods

and processes in all risk management segments.

NLB Group is engaged in contributing to sustainable

finance by incorporating environmental, social, and

governance (ESG) risks into its business strategies, risk

management framework, and internal governance

arrangements. With the adoption of the NLB Group

Sustainability programme, the Group implemented the

main sustainability elements into its business model.

The goal of this strategic, organisation-wide initiative

is to ensure sustainable financial performance of the

Group by considering ESG risks and opportunities in

its operations, and to actively contribute to a more

balanced and inclusive economic and social system.

Thus, sustainable finance integrates ESG criteria into

the Group’s business and investment decisions for the

lasting benefit of Group’s clients and society. Moreover,

in December 2023, NLB, as a member of the UN Net-

Zero Banking Alliance, publicly disclosed its Net-Zero

commitment. With this step, the Bank pledged to align its

lending and investment portfolio with net-zero emissions

by 2050.

The NLB Group Sustainability Committee oversees

the integration of the ESG factors into the NLB Group

business model. The management of ESG risks

addresses the Group’s overall risk management

framework, namely the credit approval process,

collateral evaluation process, and related credit

portfolio management. It follows ECB and EBA

guidelines with tendency of their comprehensive

integration into all relevant processes. The availability of

ESG data in the region where NLB Group operates is still

lacking. Nevertheless, the Group has set up the process

of obtaining relevant ESG-related data from its clients,

being a prerequisite for adequate decision-making and

the corresponding proactive management of ESG risks.

NLB Group plans a prudent risk profile, optimal

capital usage, and profitable operations in the long

run, considering the risks assumed. The Business

strategy, the Risk appetite, the Risk strategy and the

key internal risk policies of NLB Group, approved by

the Management Board and the Supervisory Board of

NLB d.d., specify the strategic objectives and guidelines

concerning risk assumption, the approaches and

methodologies of monitoring, measuring, mitigating,

and managing all types of risk at different relevant

levels. Moreover, the main strategic risk guidelines are

consistently integrated into regular business strategy

review, budgeting process, and other strategic decisions,

whereby informed decision-making is assured. NLB

Group is regularly monitoring its target risk appetite

profile and internal capital allocation, representing

the key component of proactive management. Risk

limits usage and potential deviations from limits or

target values are regularly reported to the respective

committees and/or the Management Board of the Bank,

the Risk Committee of the Supervisory Board, and the

Supervisory Board of the Bank.

Additionally, NLB Group established a comprehensive

stress testing framework and other early warning

systems in different risk areas, with the intention to

contribute to setting and pursuing the Group’s business

strategy, to support decision-making on an ongoing

basis, to strengthen the existing internal controls, and

to enable timely response when necessary. The stress

testing framework includes all material types of risk,

as well those related to ESG, and various relevant

stress scenarios or sensitivity analysis, according to

the vulnerability of the Group’s business model. Stress

testing has an important role when assessing the

Group’s resilience to stressed circumstances, namely

from profitability, capital adequacy, and in a liquidity

forward-looking perspective. As such, it is embedded

into the Group’s Risk management system, namely

Risk appetite, ICAAP, ILAAP, and the Recovery plan, as

an important component of sound risk management.

Besides internal stress testing, NLB Group as a

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Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

systemically important bank also participates in the

regulatory stress test exercises carried out by the ECB.

NLB Group is one of the largest Slovenian banking and

financial groups with an important presence in the SEE

region. In accordance with its strategic orientations,

it intends to be sustainably profitable, predominantly

working with clients in its core markets, providing

innovative but simple customer-oriented solutions,

and actively contributing to a more balanced and

inclusive economic and social system. NLB Group has

a well-diversified business model. Efficient managing

of risks and capital is crucial for the Group to sustain

long-term profitable operations. Based on the Group’s

business strategy, credit risk is the dominant risk

category, followed by credit spread risk on the banking

book portfolio, interest rate risk in the banking book,

operational risk, liquidity risk, market risk, and other

non-financial risks. ESG risks do not represent a new

risk category, but rather one of risk drivers of the

existing types of risks, such as credit, liquidity, market,

and operational risk. The Group integrates and

manages them within the established risk management

framework. Regular risk identification and their

assessment is performed within the ICAAP process with

the aim to assure their overall control and effective risk

management on an ongoing basis.

Managing risks and capital efficiently at all levels is

crucial for NLB Group sustained long-term profitable

operations. Management of credit risk, representing

the Group’s most important risk, focuses on the taking

of moderate risks – a diversified credit portfolio,

adequate credit portfolio quality, a sustainable cost

of risk, and ensuring an optimal return considering

the risks assumed. The liquidity risk tolerance is low.

The NLB Group must maintain an appropriate level of

liquidity at all times to meet its short-term liabilities,

even if a specific stress scenario is realised. Further, with

the aim of minimising this risk, the Group pursues an

appropriate structure of sources of financing. The Group

limited exposure to credit spread risk, arising from the

valuation risk of debt securities portfolio servicing as

liquidity reserves, to a moderate level. NLB Group’s basic

orientation in the management of interest rate risk is

to limit unexpected negative effects on revenues and

capital that would arise from changed market interest

rates, and therefore, a moderate tolerance for this risk

is stated. Moreover, in 2023, the Group has indicated

activities for further comprehensive enhancement of the

existing interest rate risk management. When assuming

operational risk, NLB Group pursues the orientation that

such risk must not significantly impact its operations. The

Risk appetite for operational risks is low to moderate,

with a focus on mitigation actions for important risks

and key risk indicators servicing as an early warning

system. The conclusion of transactions in derivative

financial instruments at NLB d.d. is primarily limited

to servicing customers and hedging the Bank’s own

positions. In the area of currency risk, the NLB Group

thus pursues the goals of low to moderate exposure.

Based on environmental and climate risk assessment

impact of these risks is estimated as low, except for a

transition risk in the area of credit risk which is assessed

as low to medium. The tolerance for all other risk

types, including non-financial risks, is low with a focus

on minimising their possible impacts on the Group’s

operations.

The main NLB Group Risk Appetite Statement objectives

are following:

·

preservation of regulatory and internal capital

adequacy;

·

fulfilment of MREL requirement;

·

maintenance of low leverage;

·

improvement in the quality of the credit portfolio,

sufficient NPL coverage, sustainable credit risk

volatility, sustainable cost of risk across the economic

cycle, limited Stage 2 exposures, sustainable industry

and individual concentration, sustainable exposure to

cross border, leverage, M&A and project financing;

·

maintenance of a solid liquidity position, maintaining

stable customers’ deposits as the main funding base;

·

diversification of risk in exposures to banks and

sovereigns;

·

limited exposure to credit spread risk;

·

limited exposure to interest rate risk;

·

limited exposure to foreign exchange risk;

·

sustainable exposure to ESG risks;

·

sustainable tolerance to net losses from operational

risk.

During the year 2023, sustainable ESG financing

in accordance with Environmental and Social

Management System (ESMS) was integrated in the

Group’s Risk appetite and overall risk management

framework. In addition, publicly disclosed its Net-Zero

commitment was addressed in the Group’s Risk appetite

in the beginning of the year 2024. In its initial round of

NZBA targets, NLB Group has focused on fossil fuel-

based and highly energy-intensive sectors, such as

power generation and iron and steel, and other sectors

where the Bank has substantial emissions and/or

exposure and available data. These include residential

mortgages and commercial real estate.

Values of the most important risk appetite indicators

of NLB Group as at the end of year 2023, reflecting

interconnection between strategic business orientations,

risk strategy, and targeted risk appetite profile, were

following:

·

Total capital ratio 20.3%,

·

Tier 1 capital ratio 17.0%,

·

Common Equity Tier 1 ratio (CET1) 16.4%,

·

Leverage ratio 9.6%,

·

Cost of risk -7 bps,

·

The share of non-performing exposure (NPE%) by

EBA 1.1%,

·

Non-performing loans coverage ratio (NPL CR) 64.6%,

·

Loan-to-deposit ratio (LTD) 66.2%,

·

LCR 245.7%,

·

NSFR 187.3%,

·

EVE sensitivity (of 200 bps) -4.2% of capital,

·

Transactional FX risk 1.4% of capital,

·

No new financing of coal mining and coal-fired

electricity generation (0 EUR),

·

Net losses from operational risk 20.0% of capital

requirement for operational risk.

During 2023, the Group’s credit portfolio quality

remained high-quality and well-diversified, with a

stable rating structure and lower NPLs level. The

Group recorded a slower credit portfolio growth in all

segments after strong new corporate and retail loan

origination across all markets in previous year due to

inflationary pressures, higher interest rates, and low

GDP growth. The impacts of the floods in Slovenia were

estimated as negligible, and only minor client credit

quality deterioration or received collaterals occurred.

Besides, the Group monitored the macroeconomic and

geopolitical circumstances closely, remaining very

prudent in identifying any increase in credit risk at a

very early stage, and proactive in NPL management.

The cost of risk remained at a very low level, mainly

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

due to the successful collection of previously

written-off receivables, revised risk parameters, and

stable portfolio development in the SEE region.

The Group stayed well capitalised and well above the

risk appetite at both the Group and banking member

levels. The liquidity position of the Group also remained

solid, with liquidity indicators high above the regulatory

requirements, indicating its low tolerance for this risk.

Significant attention was put into the structure and

concentration of liquidity reserves by incorporating early

warning systems, while at the same time considering

the potential adverse negative market movements.

Investment activity continued with a balanced approach

to finding attractive market opportunities while pursuing

well-managed credit spread and interest rate risk, as

well as capital consumption. Raising the interest rate

environment and corresponding increased market

demand for fixed interest rate products led to moderate

interest rate risk exposure, which stayed well within the

risk appetite tolerance.

Consequently, NLB Group concluded the year 2023

as self-funded, with strong liquidity and a very solid

capital position, demonstrating the Group’s financial

resilience. Moreover, in 2023, NLB’s ESG Risk Rating

assigned by Sustainalytics was revised and improved.

The assigned rating reflects a low risk of experiencing

material financial impacts from ESG factors. N Banka,

which legally and operationally merged at the end of

September 2023 with NLB d.d., had a similar business

model to the Bank’s or the Group’s, and so, its impact

on the Bank’s and Group’s risk profile at the end of

the year 2023 was rather limited. In addition, NLB

signed a SPA for 100% shareholding in Summit Leasing

Slovenija and its subsidiaries, while NLB Skladi signed

SPA for acquiring a majority shareholding in Generali

Investments AD Skopje. Otherwise, during 2023 there

were no other transactions of sufficiently material nature

to impact on NLB Group’s risk profile or distribution of

the risks on the Group level.

The Condensed Statement of the management of risk is

also published on the NLB intranet with the aim of strict

adherence of the banks’ employees at daily operations

of the Bank, as regards the definition and importance

of a consistent tendency of the adopted risks, and ways

to take into account when adopting its daily business

decisions.

Ljubljana, 21 March 2024

Supervisory Board of NLB

Primož Karpe

Chairman

Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

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154

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement on Non-Financial Operation

In accordance with Article 56 and in conjunction

with Article 70c of the Companies Act, the Bank has

prepared a consolidated Statement on Non-Financial

Operation as a separate report, called the

NLB Group

Sustainability Report 2023

.

The consolidated report enables interested parties to

understand the material dimensions of the NLB Group’s

development, performance, and position, and the

impact of its activities, and includes the following non-

financial information, which is disclosed in NLB Group

Sustainability Report 2023:

·

NLB Group’s business model, which is presented in

Chapters NLB Group at a Glance and Sustainability

Strategy.

·

Policy description and results on environmental, social,

and human resources matters are described in Chapter

Sustainability Strategy and related chapters, and

Climate (Net-Zero) Strategy.

·

Policy description and results on respect for human

rights are described in Chapter Respecting Human

Rights.

·

Policy description and results on anti-corruption and

anti-bribery matters are covered in Chapter Fighting

against corruption and bribery.

·

The main risks regarding the aforementioned issues

are listed in Sustainability Strategy, Climate (Net-

Zero) Strategy, Sustainable Finance and ESG Risk

Management.

·

Key non-financial performance indicators which are

important for specific activities are described in 2023

NLB Group Sustainability Report and summarised in

Chapter Sustainability KPIs and Targets.

In addition to the aforementioned information, the

report discloses information based on the following

legal bases, requirements, recommendations, and

reporting frameworks:

·

EU Taxonomy: Regulation (EU) 2020/852 establishing

a framework for the promotion of sustainable

investments and the delegated acts adopted under this

Regulation;

·

Requirements and recommendations of regulatory

authorities: Bank of Slovenia (BS), Securities Market

Agency (SMA);

·

the United Nations Principles for Responsible Banking

(UN-PRB United Nations Principle for Responsible

Banking);

·

ECB Guide on Climate and Environmental Risks;

·

the European Commission’s Guidelines on

Non-Financial Reporting;

·

the recommendations of the Task force on Climate

Related Financial Disclosures (TCFD) - in line with the

requirements and recommendations of the Financial

Conduct Authority (FCA); and

·

the Global Reporting Initiative (GRI) Sustainability

Reporting Standards.

The NLB Group Sustainability Report 2023 is published

on the Bank’s website, on the Ljubljana Stock

Exchange’s SEOnet system, on the websites of the

Agency of the Republic of Slovenia for Public Legal

Records and Related Services (AJPES), and on the

London Stock Exchange (LSE), at the same time as the

NLB Group Annual Report 2023.

The NLB Group’s Consolidated Annual Report 2023 is

thus in line with the requirements of the Companies Act

(ZGD-1), which requires public interest entities with an

average number of employees exceeding 500 on the

balance sheet cut-off date to include a Statement on

Non-Financial Operation in their business report.

Ljubljana, 10 April 2024

Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

![]()

#### It takes control, timing, and unwavering focus to win.

Slovenian

table tennis team

#### That is why NLB has been proudly supporting

#### Slovenian sports for decades.

![]()

156

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Disclosure on Shares and Shareholders of NLB

1. Information pursuant to the Companies Act (ZGD-1),

#### Article 70, paragraph 6

#### 1.1 Structure of the Bank’s share capital

The Bank has issued only ordinary registered no-par

value shares, the holders of which have a voting right

and the right to participate in the General Meeting of the

Bank’s shareholders, the pre-emptive right to subscribe

for new shares in case of a share capital increase,

the right to profit participation (dividends), the right

to a share in the surplus in the event of liquidation or

bankruptcy of the Bank, and the right to be informed. All

shares belong to a single class and are issued in book-

entry form.

Information regarding the shareholder structure

of NLB (as at 31 December 2023) is available in the

subchapter

Shareholder Structure of NLB

in the chapter

Shareholder Structure and Market Performance of NLB’s

Shares and GDRs

.

#### 1.2 All restrictions relating to the transfer of shares and the restrictions on voting rights

The shares of the Bank are freely transferable, subject to

the provisions of the Articles of Association of the Bank,

which require the approval of the Supervisory Board,

namely for the transfer of shares of the Bank by which

the acquirer, together with the shares held by the holder

before such an acquisition and the shares held by third

parties for the account of the acquirer, exceeds the

share of 25% of the Bank’s voting shares. Approval for

the transfer of shares is issued by the Supervisory Board.

The Bank rejects the request for approval of transfer

shares if the acquirer, together with the shares held by

the acquirer before the acquisition and the shares held

by third parties for the account of the acquirer, exceed

the 25% share of the Bank with voting rights, increased

by one share.

Notwithstanding the provision mentioned in the first

paragraph, approval for the transfer of shares is not

required if the acquirer of the shares has acquired them

on account of third parties so that (s)he is not entitled

to exercise voting rights from these shares at his/her

sole discretion, while at the same time committing to

the Bank, (s)he will not exercise voting rights on the

basis of the instructions of an individual third party for

whose account (s)he has acquired the shares if, together

with the instructions for voting, (s)he does not receive

a written guarantee from the person that this person

has shares on his/her own account and that this person

is not, directly or indirectly, a holder of more than 25%

of the Bank’s voting rights. The acquirer who exceeds

the share of 25% of the Bank’s shares with voting rights

and does not require the issuance of approval for the

transfer of shares or does not receive the approval of

the Bank may exercise the voting right from 25% of the

shares with the voting rights.

There are no restrictions other than those mentioned

and those that are regulatory.

#### 1.3 Qualifying holdings

This information is included in the chapter

Corporate

Governance Statement of NLB

.

#### 1.4 Securities carrying special controlling rights

This information is included in the chapter

Corporate

Governance Statement of NLB

.

1.5 The employee share scheme, if used by the company, for shares to which the scheme relates and

#### about the method of exercising control over this scheme, if the controlling rights are not

#### exercised directly by employees

NLB does not have an employee share scheme. In

accordance with the relevant remuneration policies

(when required by ZBan-3), a part of variable

remuneration of NLB’s Identified Staff shall consist

of NLB shares or NLB share-linked instruments or

equivalent non-cash instruments (the instrument used

is determined by the Supervisory Board). So far, NLB

has not used its own shares for this purpose. It currently

uses NLB share-linked instruments. More information

will be available in the

Report on Remunerations for the

Management Body of NLB d.d. in the 2023 Business Year

.

#### 1.6 Explanation regarding restrictions related to voting rights

This information is included in the chapter

Corporate

Governance Statement of NLB

.

#### 1.7 All agreements among shareholders which are known to the company and could result in

#### restrictions relating to the transfer of securities or voting rights

The Bank is not aware of such agreements.

#### 1.8 The company’s rules on the appointment or replacement of management and supervisory board members and changes

#### of the articles of association

This information is included in the chapter

Corporate

Governance Statement of NLB

.

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### 1.9 Authorisations given to management, particularly authorisations to issue or purchase own shares

This information is included in the chapter

Corporate

Governance Statement of NLB

.

#### 1.10 All major agreements to which the company is a party and which take effect, are changed

#### or cancelled following a change in control over the company resulting from a bid, as laid down

#### by the Act governing M&A, and the effects of such agreements

There are no major agreements to which the Bank is

a party and which would take effect, be changed, or

cancelled following a change in control over the Bank

resulting from a bid.

#### 1.11 All agreements between the Bank and its management or supervision bodies or its employees

#### which envisage compensation if, due to a bid as laid down by the Act governing M&A, these persons resign, are dismissed

#### without a well-founded reason, or their employment is terminated

In line with the employment contracts of the members

of the Management Board, if the Supervisory Board

recalls a member of the Management Board for other

business and economic reasons, "such a member of the

Management Board of NLB is entitled to compensation

for early termination of his term of office. The member

of the Management Board shall not be entitled to

compensation for early termination of the term of

office if he is employed in the Bank or the Group after

the termination of the term of office. In the event of

resignation, the member of the Management Board

shall not be entitled to any compensation for early

discontinuation of the term of office unless otherwise

decided by the Supervisory Board."

2. Number of shares held by members of the Supervisory Board and Management Board

Table 37:

Number of shares held by members of the

Supervisory Board and Management Board

Shares held as at

31 Dec 2023

Name of member of

Supervisory Board

Number

%

Primož Karpe

1,286

0.006%

David Eric Simon

(i)

582

0.003%

Islam Osama Zekry

—

—

Shrenik Dhirajlal Davda

—

—

Mark William Lane Richards

—

—

Verica Trstenjak

—

—

André-Marc Prudent-Toccanier

—

—

Cvetka Selšek

—

—

Sergeja Kočar

190

0.001%

Tadeja Žbontar Rems

—

—

Name of member of

Management Board

Number

%

Blaž Brodnjak

1,700

0.009%

Archibald Kremser

791

0.004%

Peter Andreas Burkhardt

800

0.004%

Andrej Lasič

325

0.002%

Hedvika Usenik

450

0.002%

Antonio Argir

620

0.003%

(i) David Eric Simon holds 2,910 GDRs, which is equal to 582 shares (as 1

share represents 5 GDRs).

3. Stock option agreements

The Bank has no stock option agreements in relation to

its listed shares.

4. Dividend taxation

Withholding tax

In 2023, a Slovenian payer was required to deduct and

withhold the amount of Slovenian corporate or personal

income tax from dividend payments made to the certain

categories of payees:

·

Individuals: 25%

·

Intermediaries: 25%

·

Legal entities (other than Intermediaries): 15%.

There are some exemptions if dividends are paid to

intermediaries and legal entities

For the purposes of Slovenian tax legislation, the GDR

depositary will qualify as an intermediary. Therefore, the

dividends paid by the custodian to the GDR depositary

will be subject to the deduction and withholding of

Slovenian tax at the rate of 25%. A holder, an owner of

a GDR or a beneficial owner will be entitled, if and to the

extent applicable, to claim a refund of the withholding

tax.

In the case of legal entities, the exemptions are related

to the characteristics of the legal entities.

Application of Double Tax Treaties

If the payee is not an intermediary, Financial

Administration of the RoS (FURS) may approve the

application of a lower tax rate specified in the double

tax treaty between the RoS and the country of residence

of the payee if the Slovenian payer provides certain

information on the payee and a confirmation that the

payee is a resident for taxation purposes in such a

country, issued by the tax authorities of such a country.

Refund of Withholding Tax

If the Slovenian tax was deducted and withheld at a

higher tax rate than it would be paid if a Slovenian

payer would make the dividend payment directly to

such person as a payee or a higher tax rate than the

one specified in the double tax treaty, the payee of the

dividend is entitled to the refund of the overpaid tax. The

tax refund is enforced by filing a claim to the Financial

Administration of the RoS (FURS).

Legal persons

Dividends with respect to the shares received by a legal

person who is a Slovenian resident are exempt from

Slovenian corporate income tax (

davek od dohodkov

pravnih oseb

).

Individuals

The amount of tax withheld from a dividend payment

received by an individual constitutes the final amount

of Slovenian Personal Income Tax (

dohodnina

) with

respect to such a dividend payment.

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158

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Annual Report

2023

#### Overview

MB Statement

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Key Highlights

#### Business

#### Report

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Outlook

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Overview

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#### Financial

#### Report

Financial Report

#### Contents

#### Events After the End of the 2023 Financial Year

On 24 January 2024, the Bank issued Tier 2 notes in the amount of EUR 300 million and 10NC5 tenor (ISIN:

XS2750306511). In parallel, the Bank conducted a liability management exercise (LME) where it repurchased EUR 219.6

million of its two outstanding Tier 2 notes with approaching call dates (ISIN: XS2080776607 and XS2113139195). The LME

was concluded on 26 January 2024

On 21 March 2024, the shareholding of Schroders plc in the Bank changed from 5.12% to 4.98%.

Notice of early redemption of subordinated notes as of 2 April 2024: NLB will, based on the obtained permission of the

European Central Bank, redeem its subordinated notes in the aggregate nominal amount of EUR 45 million, issued

on 6 May 2019 and with maturity on 6 May 2029 (ISIN: SI0022103855), before their maturity. Pursuant to the terms

and condition of the notes the early repayment of principal and accrued and unpaid interest will be made on the fifth

anniversary from the issuance, being 6 May 2024.

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#### Reconciliation of Financial Statements in Business and Financial Part of the Report

Table 38:

Income Statement of NLB Group for the annual period ended 31 December 2023

Business Report

in EUR millions

Financial Report

in EUR thousands

Notes

Net interest income

833.3

Interest and similar income

993,405

4.1.

Interest and similar expenses

(160,071)

4.1.

Net fee and commission income

278.0

Fee and commission income

398,741

4.3.

Fee and commission expenses

(120,780)

4.3.

Dividend income

0.2

Dividend income

169

4.2.

Net income from financial transactions

17.3

Gains less losses from financial assets and liabilities not

measured at fair value through profit or loss

(742)

4.4.

Gains less losses from financial assets and liabilities held for trading

32,187

4.5.

Gains less losses from non-trading financial assets

mandatorily at fair value through profit or loss

1,784

4.6.

Gains less losses from financial liabilities measured at fair value through profit or loss

(799)

Fair value adjustments in hedge accounting

3,899

5.5.a)

Foreign exchange translation gains less losses

(2,778)

4.7.

Gains less losses from modification of financial assets

(16,271)

4.12.

Net other income

(35.4)

Gains less losses on derecognition of non-financial assets

3,200

Other net operating income

(4,692)

4.8.

Cash contributions to resolution funds and deposit guarantee schemes

(39,093)

4.10.

Gains less losses from non-current assets held for sale

5,903

Net gains or losses on derecognition of investments in

subsidiaries, associates and joint ventures

(766)

5.12.b), c)

Net non-interest income

260.0

259,962

Total net operating income

1,093.3

1,093,296

Employee costs

(282.2)

Administrative expenses

(452,623)

4.9.

Other general and administrative expenses

(170.5)

Depreciation and amortisation

(49.2)

Depreciation and amortisation

(49,232)

4.11.

Total costs

(501.9)

(501,855)

Result before impairments and provisions

591.4

591,441

Impairments and provisions for credit risk

11.8

Provisions for credit losses

5,055

4.13.

Impairment of financial assets

6,717

4.14.

Other impairments and provisions

(25.9)

Provisions for other liabilities and charges

(25,925)

4.13.

Impairment of non-financial assets

53

4.14.

Impairments and provisions

(14.1)

(14,100)

Gains less losses from capital investment in

subsidiaries, associates, and joint ventures

1.1

Share of profit from investments in associates and joint

ventures (accounted for using the equity method)

1,072

5.12.g)

Result before tax

578.4

Profit before income tax

578,413

Income tax

(15.1)

Income tax

(15,090)

4.15.

Result of non-controlling interests

12.6

Attributable to non-controlling interests

12,623

Result after tax

550.7

Attributable to owners of the parent

550,700

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160

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Table 39:

Statement of Financial Position of NLB Group as at 31 December 2023

Business Report

in EUR millions

Financial Report

in EUR thousands

Notes

ASSETS

Cash, cash balances at central banks,

and other demand deposits at banks

6,103.6

Cash, cash balances at central banks and other demand deposits at banks

6,103,561

5.1.

Loans to banks

547.6

Financial assets measured at amortised cost - loans and advances to banks

547,640

5.6.b)

Net loans to customers

13,734.6

Financial assets measured at amortised cost - loans and advances to customers

13,734,601

5.6.c)

Financial assets

4,803.7

4,803,678

- Trading book

15.7

Financial assets held for trading

15,718

5.2.a)

- Non-trading book

4,788.0

Non-trading financial assets mandatorily at fair value

through profit or loss - part (without loans)

14,175

5.3.a)

Financial assets measured at fair value through other comprehensive income

2,251,556

5.4.

Financial assets measured at amortised cost - debt securities

2,522,229

5.6.a)

Investments in subsidiaries,

associates, and joint ventures

12.5

Investments in associates and joint ventures

12,519

5.12.g)

Property and equipment

278.0

Property and equipment

278,034

5.8.

Investment property

31.1

Investment property

31,116

5.9.

Intangible assets

62.1

Intangible assets

62,117

5.10.

Other assets

368.7

Financial assets measured at amortised cost - other financial assets

165,962

5.6.d)

Derivatives - hedge accounting

47,614

5.5.b)

Fair value changes of the hedged items in portfolio hedge of interest rate risk

(10,207)

5.5.c)

Current income tax assets

42

Deferred income tax assets

111,305

5.17.

Other assets

49,154

5.13.

Non-current assets held for sale

4,849

5.7.

TOTAL ASSETS

25,942.0

Total assets

25,941,985

LIABILITIES

Deposits from customers

20,732.7

Financial liabilities measured at amortised cost - due to customers

20,732,722

5.15.a)

Deposits from banks and central banks

95.3

Financial liabilities measured at amortised cost - deposits from banks and central banks

95,283

5.15.a)

Borrowings

240.1

Financial liabilities measured at amortised cost -

borrowings from banks and central banks

140,419

5.15.b)

Financial liabilities measured at amortised cost - borrowings from other customers

99,718

5.15.b)

Subordinated debt securities

509.4

Financial liabilities measured at amortised cost - debt securities issued

1,338,235

5.15.c)

Other debt securities in issue

828.8

Other liabilities

587.6

Financial liabilities held for trading

13,217

5.2.b)

Financial liabilities measured at fair value through profit or loss

4,482

5.3.b)

Financial liabilities measured at amortised cost - other financial liabilities

357,116

5.15.d)

Derivatives - hedge accounting

3,540

5.5.b)

Provisions

113,305

5.16.

Current income tax liabilities

35,879

Deferred income tax liabilities

1,426

5.17.

Other liabilities

58,653

5.19.

Equity

2,882.9

Equity and reserves attributable to owners of the parent

2,882,850

Non-controlling interests

65.1

Non-controlling interests

65,140

TOTAL LIABILITIES AND EQUITY

25,942.0

Total liabilities and equity

25,941,985

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#### Report

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#### Alternative Performance

#### Indicators

The Bank has chosen to present these APIs, either because they are in common use within the industry or because

they are commonly used by investors and as such are useful for disclosure. The APIs are used internally to monitor

and manage operations of the Bank and the Group, and are not considered to be directly comparable with similar

KPIs presented by other companies. The Bank’s APIs are described below together with definitions.

Cost of risk

– Calculated as the ratio between credit impairments and provisions annualized from the income statement

and average net loans to customers.

Table 40:

NLB Group cost of risk calculation

in EUR millions

NLB Group

2023

2022

Numerator

Credit impairments and provisions

(i)

-8.8

17.6

Denominator

Average net loans to customers

(ii)

13,432.3

12,256.6

Cost of risk (bps)

-7

14

(i) NLB internal information. Credit impairments and provisions are annualized, calculated as all established and released impairments on loans and

provisions for off balance (from the income statement) in the period divided by the number of months for reporting period and multiplied by 12. The net

established Credit impairments and provisions are shown with a positive sign, and the net released Credit impairments and provisions are shown with a

negative sign.

(ii) NLB internal information. Average net loans to customers are calculated as sum of the balance of the previous year end (31 December) and monthly

balances of the last day of each month from January to month

t

divided by (

t+1

).

Cost to income ratio (CIR)

– Indicator of cost efficiency, calculated as the ratio between the total costs and total net

operating income.

Table 41a:

NLB Group and NLB CIR calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Total costs

501.9

460.3

415.4

237.9

207.9

183.6

Denominator

Total net operating income

1,093.3

798.5

666.9

638.5

366.2

361.5

Cost to income ratio (CIR)

45.9%

57.6%

62.3%

37.3%

56.8%

50.8%

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Table 41b:

NLB Group’s banking subsidiaries CIR calculation

in EUR millions

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

N Banka,

Ljubljana

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2022

Numerator

Total cost

113.6

109.0

36.4

31.8

19.4

17.3

19.9

18.3

16.0

14.3

20.4

20.3

23.0

Denominator

Total net operating income

261.0

192.4

86.6

75.9

46.9

38.5

36.7

31.7

55.2

48.4

49.3

37.3

35.7

Cost to income ratio (CIR)

43.5%

56.6%

42.0%

41.9%

41.5%

44.9%

54.2%

57.8%

29.0%

29.7%

41.4%

54.3%

64.3%

Total average cost of funding (quarterly)

– Calculated as the ratio between interest expenses annualized and average

interest-bearing liabilities.

Table 42:

NLB Group’s average cost of funding (quarterly) calculation

in EUR millions

NLB Group

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Numerator

Interest expenses

(i)

194.1

173.8

123.2

107.6

Denominator

Average interest-bearing liabilities

(ii)

22,083.7

21,828.0

21,097.3

21,060.6

Total average cost of funding (quarterly)

0.88%

0.80%

0.58%

0.51%

(i) Interest expenses (quarterly) are annualized, calculated as the sum of interest expenses in the period divided by the number of days in the quarter and

multiplied by the number of days in the year. Interest expenses on interest bearing liabilities also include interest income from negative interest rate on

financial liabilities.

(ii) NLB internal information. Average interest-bearing liabilities (quarterly) for the NLB Group are calculated as the sum of monthly balances (t) for the

corresponding quarter and monthly balance at the end of the previous quarter divided by (t+1).

Average cost of wholesale funding

(iii)

(quarterly)

– Calculated as the ratio between interest expenses on deposits from

customers annualized and average wholesale funding.

Table 43:

NLB Group’s average cost of wholesale funding (quarterly) calculation

in EUR millions

NLB Group

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Numerator

Interest expenses from wholesale funding

(i)

96.9

94.4

62.9

58.8

Denominator

Average wholesale funding

(ii)

1,674.7

1,665.8

1,329.1

1,205.7

Average cost of wholesale funding (quarterly)

5.78%

5.66%

4.73%

4.87%

(i) Interest expenses from wholesale funding (quarterly) are annualized, calculated as the sum of interest expenses from wholesale funding in the period

divided by the number of days in the quarter and multiplied by the number of days in the year.

(ii) NLB internal information. Average wholesale funding (quarterly) for the NLB Group, calculated as the sum of monthly balances (t) for the corresponding

quarters and monthly balance at the end of the previous quarter divided by (t+1).

(iii) Wholesales funding includes deposits from banks and central banks, borrowings, debt instruments, and subordinated liabilities.

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Average interest rate for deposits from customers (quarterly)

– Calculated as the ratio between interest expenses on

deposits from customers annualized and average deposits from customers.

Table 44:

NLB Group’s average interest rate for deposits from customers (quarterly) calculation

in EUR millions

NLB Group

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Numerator

Interest expenses on deposits from customers

(i)

94.7

77.2

55.4

47.1

Denominator

Average deposits from customers

(ii)

20,409.0

20,162.2

19,768.1

19,854.9

Average interest rate for deposits from customers (quarterly)

0.46%

0.38%

0.28%

0.24%

(i) Interest expenses on deposits from customers (quaterly) are annualized, calculated as the sum of interest expenses on deposits from customers in the

period divided by the number of days in the quarter and multiplied by the number of days in the year.

(ii) NLB internal information. Average deposits from customers (quarterly) for the NLB Group, calculated as the sum of monthly balances (t) for the

corresponding quarters and monthly balance at the end of the previous quarter divided by (t+1).

Deposit beta

– Calculated as the ratio between the change of interest rate on deposits from customers and change of

ECB deposit facility interest rate over the selected period.

Table 45:

NLB Group’s Deposit beta calculation

in %, bps

NLB Group

2023

Q2 2022

Q4 2023

∆ (in bps)

Numerator

Interest rate on deposits from customers

(i)

0.09%

0.46%

37

Denominator

ECB deposit facility interest rate

(ii)

-0.5%

4.0%

450

Deposit beta

8%

(i) NLB internal information. Interest rate on deposits from customers (quarterly average).

(ii) Data from the ECB. Deposit facility interest rate (quarterly average).

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FVTPL

– Financial assets measured mandatorily at fair

value through profit or loss represent the minor part

(0.002% December 2023; 0.002% December 2022) of

the loan portfolio (before the deduction of fair value

for credit risk; loans with contractual cash flows that

are not solely payments of principal and interest on the

principal amount outstanding). Classification into stages

is calculated in the internal data source, by which the

NLB Group measures the loan portfolio quality, and

which is also published in the Business Report of Annual

and Interim Reports.

IFRS 9 requires an expected loss model, where an

allowance for the expected credit losses (ECL) is formed.

Loans measured at amortised costs (AC) are classified

into the following stages (before deduction of loan loss

allowances):

·

Stage 1

– A performing portfolio: no significant increase

of credit risk since initial recognition, NLB Group

recognises an allowance based on a 12-month period;

·

Stage 2

– An underperforming portfolio: a significant

increase in credit risk since initial recognition, NLB

Group recognises an allowance for a lifetime period;

·

Stage 3

– An impaired portfolio: NLB Group recognises

lifetime allowances for these financial assets. The

definition of default is harmonised with the EBA

guidelines.

A significant increase in credit risk is assumed: when a

credit rating significantly deteriorates at the reporting

date in comparison to the credit rating at initial

recognition; when a financial asset has material delays

over 30 days (days past due are also included in the

credit rating assessment); if NLB Group expects to grant

the client forbearance or if the client is placed on the

watch list.

Table 46a:

NLB Group Stage 1 calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 1

19,239.2

Denominator

Total gross loans and advances

20,243.9

IFRS 9 classification into Stage 1

95.0%

Table 46b:

NLB Group Stage 2 calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 2

704.1

Denominator

Total gross loans and advances

20,243.9

IFRS 9 classification into Stage 2

3.5%

Table 46c:

NLB Group Stage 3 calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 3

300.2

Total (FVTPL) non-performing loans

0.3

Denominator

Total gross loans and advances

20,243.9

IFRS 9 classification into Stage 3

1.5%

Table 46d:

NLB Group Stage 1 in the Corporate segment

calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 1 to Corporates

6,005.6

Denominator

Total gross loans to Corporates

6,629.3

Corporates - IFRS 9 classification into Stage 1

90.6%

Table 46e:

NLB Group Stage 2 in the Corporate segment

calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 2 to Corporates

454.3

Denominator

Total gross loans to Corporates

6,629.3

Corporates - IFRS 9 classification into Stage 2

6.9%

Table 46f:

NLB Group Stage 3 in the Corporate segment

calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 3 to Corporates

169.1

Total (FVTPL) non-performing loans

0.3

Denominator

Total gross loans to Corporates

6,629.3

Corporates - IFRS 9 classification into Stage 3

2.6%

Table 46g:

NLB Group Stage 1 in the Retail segment calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 1 to Retail

6,854.7

Denominator

Total gross loans to Retail

7,235.3

Retail - IFRS 9 classification into Stage 1

94.7%

Table 46h:

NLB Group Stage 2 in the Retail segment calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 2 to Retail

249.6

Denominator

Total gross loans to Retail

7,235.3

Retail - IFRS 9 classification into Stage 2

3.4%

Table 46i:

NLB Group Stage 3 in the Retail segment calculation

in EUR millions

NLB Group

2023

Numerator

Total (AC) loans in Stage 3 to Retail

131.0

Denominator

Total gross loans to Retail

7,235.3

Retail - IFRS 9 classification into Stage 3

1.8%

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Leverage ratio

– Its calculation uses Tier 1 as the numerator, and the denominator is the total exposure of all active

balance sheet and off-balance-sheet items after the adjustments are made in the context of which the exposures from

individual derivatives, exposures from transactions of security funding, and other off-balance sheet items are especially

pointed out. The leverage ratio is a non-risk based supplementary measure to the risk-based capital requirements.

A minimum leverage ratio requirement is 3%. The purpose of the leverage ratio is to limit the size of the Bank balance

sheets, and with a special emphasis on exposures which are not weighted within the framework of the existing capital

requirement calculations.

Table 47:

NLB Group and NLB leverage ratio

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Tier I

2,597.8

2,295.7

1,965.6

1,816.6

1,496.7

1,362.7

Denominator

Total Leverage Ratio exposure measure

26,927.7

25,240.5

19,229.5

16,637.0

14,553.0

10,041.1

Leverage ratio

9.6%

9.1%

10.2%

10.9%

10.3%

13.6%

Liquidity coverage ratio

– LCR refers to high liquid assets held by the financial institution to cover its net liquidity

outflows over a 30-calendar day stress period.

The LCR requires financial institutions to maintain a sufficient reserve of high-quality liquid assets (HQLA) to withstand

a crisis that puts their cash flows under pressure. The assets to hold must equal to or greater than their net cash outflow

over a 30-calendar-day stress period (having at least 100% coverage). The parameters of the stress scenario are

defined under Basel III guidelines. The calculations presented below are based on internal data sources.

Table 48:

NLB Group LCR calculation

(i)

in EUR millions

NLB Group

31 Dec

2023

30 Nov

2023

31 Oct

2023

30 Sep

2023

31 Aug

2023

31 Jul

2023

30 Jun

2023

31 May

2023

30 Apr

2023

31 Mar

2023

28 Feb

2023

31 Jan

2023

31 Dec

2022

31 Dec

2021

Numerator

Stock of HQLA

7,011.7

6,719.5

6,687.9

6,687.7

6,772.4

6,594.5

6,505.1

5,922.2

5,943.8

6,131.6

6,093.1

6,069.0

6,028.3

5,367.1

Denominator

Net liquidity outflow

2,853.9

2,736.9

2,809.2

2,799.8

2,691.4

2,648.8

2,657.4

2,541.8

2,671.8

2,651.4

2,663.4

2,649.8

2,736.6

2,125.0

LCR

245.7%

245.5%

238.1%

238.9%

251.6%

249.0%

244.8%

233.0%

222.5%

231.3%

228.8%

229.0%

220.3%

252.6%

(i) Based on the European Commission’s Delegated Act on LCR.

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Net loan to deposit ratio (LTD)

– Calculated as the ratio between net loans to customers and deposits from customers.

There is no regulatory defined limitation on the LTD, however, the aim of this measure is to restrict extensive growth of

the loan portfolio.

Table 49a:

NLB Group and NLB LTD calculation

in EUR millions

NLB Group

NLB

31 Dec 2023

31 Dec 2022

31 Dec 2021

31 Dec 2023

31 Dec 2022

31 Dec 2021

Numerator

Net loans to customers

13,734.6

13,073.0

10,587.1

7,156.1

6,062.3

5,153.0

Denominator

Deposits from customers

20,732.7

20,027.7

17,640.8

11,881.6

10,984.4

9,659.6

Net loan to deposit ratio (LTD)

66.2%

65.3%

60.0%

60.2%

55.2%

53.3%

Table 49b:

NLB Group’s banking subsidiaries LTD calculation

in EUR millions

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

N Banka,

Ljubljana

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2022

Numerator

Net loans to customers

2,811.6

2,589.2

1,216.2

1,170.7

557.0

523.2

575.6

521.3

831.3

740.8

584.5

532.3

939.2

Denominator

Deposits from customers

4,004.1

3,692.2

1,499.5

1,462.0

840.1

796.7

749.7

673.4

1,008.3

894.2

798.0

692.9

898.8

Net loan to deposit ratio (LTD)

70.2%

70.1%

81.1%

80.1%

66.3%

65.7%

76.8%

77.4%

82.5%

82.8%

73.2%

76.8%

104.5%

Net interest margin on the basis of interest-bearing assets

– Calculated as the ratio between net interest income annualized and average interest-bearing assets.

Table 50:

NLB Group’s banking subsidiaries net interest margin on the basis of interest-bearing assets calculation

(iii)

in EUR millions

NLB

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

N Banka,

Ljubljana

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2022

Numerator

Net interest income

(i)

372.6

177.0

211.3

131.6

65.4

53.9

32.5

23.6

25.5

19.5

47.2

39.8

40.3

29.6

27.8

Denominator

Average interest bearing-assets

(ii)

13,470.3

11,968.2

4,517.8

4,389.0

1,784.1

1,714.0

961.7

915.1

841.2

746.3

1,124.1

978.4

848.7

737.2

1,377.0

Net interest margin on

interest-bearing assets

2.8%

1.5%

4.7%

3.0%

3.7%

3.1%

3.4%

2.6%

3.0%

2.6%

4.2%

4.1%

4.8%

4.0%

2.0%

(i) Net interest income is

annualized, and calculated as the sum of interest income and interest expenses in the period divided by the number of days in the period and multiplied by the number of days in the year.

(ii) NLB internal information. Average interest-bearing assets for NLB are calculated as the sum of total assets of the previous year end (31 December) and daily balances in the period (from 1 January to day

d

– the last day in reporting

month) divided by (

d+1

). Average interest-bearing assets for individual bank members are calculated as the sum of balance of previous year end (31 December) and monthly balances of the last day of each month from January to

reporting month

t

divided by (

t+1

). N Banka internal information. Average interest-bearing assets for N Banka are calculated as the sum of daily balances in the period (from 1 January to day d – the last day in reporting period) divided by

number of days d.

(iii) Data for N Banka internal information.

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Net interest margin on the basis of interest-bearing assets

- Calculated as the ratio between

net interest income annualized and average interest-bearing assets.

Table 51:

NLB Group’s net interest margin on the basis of interest-bearing assets calculation

in EUR millions

NLB Group

2023

2022

Numerator

Net interest income

(i)

833.3

504.9

Denominator

Average interest-bearing assets

(ii)

23,782.7

21,988.4

Net interest margin on interest-bearing assets

3.50%

2.30%

(i) Net interest income is annualized, calculated as the sum of interest income and interest expenses in the period

divided by the number of days in the period and multiplied by the number of days in the year.

(ii) NLB internal information. Average interest-bearing assets for the Group are calculated as the sum of balance

from the previous year end (31 December) and monthly balances of the last day of each month from January to the

reporting month

t

divided by (

t+1

).

Net interest margin on the basis of interest-bearing assets (quarterly)

– Calculated as the ratio between the net interest

income annualized and average interest-bearing assets.

Table 52:

NLB Group net interest margin on the basis of interest-bearing assets calculation (quarterly)

in EUR millions

NLB Group

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Numerator

Net interest income

(i)

920.0

878.7

806.2

725.8

Denominator

Average interest-bearing assets

(ii)

24,582.1

24,127.6

23,301.0

23,106.7

Net interest margin on interest-bearing assets (quarterly)

3.74%

3.64%

3.46%

3.14%

(i) Net interest income (quarterly) is annualized, calculated as the sum of interest income and interest expenses in the period divided by the number of days in the

quarter and multiplied by the number of days in the year.

(ii) NLB internal information. Average interest-bearing assets (quarterly) for the NLB Group are calculated as the sum of monthly balances (t) for the corresponding

quarter and monthly balance at the end of the previous quarter divided by (t+1).

Net interest margin on total assets

– Calculated as the ratio between net interest income annualized, and average total assets.

Table 53:

NLB Group and NLB net interest margin on total assets calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Net interest income

(i)

833.3

504.9

409.4

372.6

177.0

139.5

Denominator

Average total assets

(ii)

24,706.3

22,975.9

20,659.0

14,728.7

13,133.2

11,853.9

Net interest margin on total assets

3.4%

2.2%

2.0%

2.5%

1.3%

1.2%

(i) Net interest income is annualized, and calculated as sum of interest income and interest expenses in the period divided by the number of days in the period and multiplied by the number of days in the year.

(ii) NLB internal information. Average total assets for the NLB Group are calculated as sum of balance of the previous year end (31 December) and monthly balances of the last day of each month from January to

month

t

divided by (

t+1

).

Average total assets for NLB are calculated as the sum of total assets of the previous year end (31 December) and daily balances in the period (from 1 January to day day

d

– the last day in

reporting month) divided by (

t+1

).

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NPE

– NPE includes risk exposure to D- and E-rated clients (includes loans and advances, debt securities, and off-

balance exposures, which are included in report Finrep18; before the deduction of allowances for the ECL). Non-

performing exposures measured by fair value loans through P&L (FVTPL) are considered at fair value increased by the

amount of negative fair changes for credit risk.

NPE per cent.

(on-balance and off-balance)/Classified on-balance and off-balance exposures – NPE per cent. in

accordance with EBA methodology: NPE as a percentage of all exposures to clients in the Finrep18 before deduction of

allowances for the ECL; the ratio is in gross terms.

Non-Performing Exposure includes risk exposure to D- and E-rated clients (including loans and advances, debt

securities, and off-balance exposures, which are included in the report Finrep18 before the deduction of allowances

for the ECL). The share of NPEs is calculated based on an internal data source, with which the NLB Group monitors the

portfolio quality. The calculations presented below are based on internal data sources.

Table 54:

NLB Group and NLB NPE (EBA def.) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Total Non-Performing on-balance and

off-balance Exposure in Finrep18

333.8

373.6

415.5

155.1

136.0

159.5

Denominator

Total on-balance and off-balance

exposures in Finrep18

30,122.3

28,133.2

24,328.0

17,874.0

15,512.0

13,869.9

NPE per cent.

1.1%

1.3%

1.7%

0.9%

0.9%

1.1%

NPE

– The NPE indicator, according to the BoS calculation, differs from the EBA methodology in the treatment of

debt instruments measured at FVOCI. Due to impairments, value adjustments increase the carrying amount of debt

instruments measured at FVOCI.

Table 55:

NLB Group and NLB NPE (EBA def.) (BoS) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Total Non-Performing on-balance and

off-balance Exposure in Finrep18

333.8

373.6

415.5

155.1

136.0

159.5

Denominator

Total on-balance and off-balance

exposures in Finrep18, where carrying

amount of FVOCI is increased by value

adjustments due to impairments

30,284.1

28,134.7

24,339.2

17,907.9

15,506.3

13,872.1

NPE per cent.

1.1%

1.3%

1.7%

0.9%

0.9%

1.1%

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Non-performing loans

include loans to D- and E-rated clients, namely loans at least 90 days past due or loans unlikely

to be repaid without recourse to collateral (before deduction of loan loss allowances).

NPL per cent.

– The share of non-performing loans in total loans: non-performing loans as a percentage of total loans

to clients before deduction of loan loss allowances; ratio in gross terms. Where non-performing loans are defined as

loans to D- and E-rated clients, namely loans at least 90 days past due or loans unlikely to be repaid without recourse

to collateral (before deduction of loan loss allowances). The share of non-performing loans is calculated based on an

internal data source, with which the NLB Group monitors the loan portfolio quality.

Table 56a:

NLB NPL calculation

in EUR millions

NLB

2023

2022

2021

Numerator

Total Non-Performing Loans

138.0

111.2

130.4

Denominator

Total gross loans

11,562.7

9,667.2

8,522.5

NPL per cent.

1.2%

1.1%

1.5%

Table 56b:

NLB Group NPL calculation

in EUR millions

NLB Group

2023

2022

2021

2020

2019

Numerator

Total Non-Performing Loans

300.5

328.3

367.4

474.7

374.7

Denominator

Total gross loans

20,243.9

18,403.9

15,541.8

13,686.6

9,793.5

NPL per cent.

1.5%

1.8%

2.4%

3.5%

3.8%

Table 56c:

NLB Group’s banking subsidiaries NPL calculation

in EUR millions

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

NLB Komercijalna Banka,

Beograd

NLB Group’s

banking

subsidiaries

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

Numerator

Total Non-Performing Loans

48.8

54.5

5.5

8.3

15.7

17.0

16.2

15.7

24.1

32.6

22.5

32.5

270.9

Denominator

Total gross loans

1,558.5

1,506.5

783.9

734.4

772.2

724.2

1,043.6

940.5

756.1

715.3

3,960.1

3,390.0

19,866.4

NPL per cent.

3.1%

3.6%

0.7%

1.1%

2.0%

2.3%

1.6%

1.7%

3.2%

4.6%

0.6%

1.0%

1.4%

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NPL coverage ratio 1

– The coverage of the gross non-performing loans portfolio with loan loss allowances on the

entire loan portfolio - loan impairment in respect of non-performing loans. It shows the level of credit provisions that

the entity has already absorbed into its profit and loss accounts with respect to the total of impaired loans. The NPL

coverage ratio 1 is calculated based on an internal data source, with which the NLB Group monitors the quality of the

loan portfolio.

Table 57a:

NLB NPL coverage ratio 1 calculation

in EUR millions

NLB

2023

2022

2021

Numerator

Loan loss allowances entire loan portfolio

121.3

95.7

97.9

Denominator

Total Non-Performing Loans

138.0

111.2

130.4

NPL coverage ratio 1 (NPL CR 1)

87.9%

86.1%

75.1%

Table 57b:

NLB Group NPL coverage ratio 1 calculation

in EUR millions

NLB Group

2023

2022

2021

2020

2019

Numerator

Loan loss allowances entire loan portfolio

330.5

324.8

316.5

388.4

334.2

Denominator

Total Non-Performing Loans

300.5

328.3

367.4

474.7

374.7

NPL coverage ratio 1 (NPL CR 1)

110.0%

98.9%

86.1%

81.8%

89.2%

NPL coverage ratio 2

– The coverage of the gross non-performing loans portfolio with loan loss allowances on the non-

performing loans portfolio. The NPL coverage ratio 2 is calculated based on an internal data source, with which the NLB

Group monitors the loan portfolio quality.

Table 58:

NLB Group and NLB NPL coverage ratio 2 calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Loan loss allowances non-

performing loan portfolio

194.2

187.4

212.9

84.4

64.5

79.0

Denominator

Total Non-Performing Loans

300.5

328.3

367.4

138.0

111.2

130.4

NPL coverage ratio 2 (NPL CR 2)

64.6%

57.1%

57.9%

61.2%

58.1%

60.6%

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Net NPL Ratio

– The share of net non-performing loans in total net loans: non-performing loans after deduction of loss

allowances on the non-performing loans portfolio as a percentage of total loans to clients after the deduction of loan

loss allowances; the ratio is in net terms. The calculations presented below are based on internal data sources.

Table 59:

NLB Group and NLB Net NPL ratio calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Net volume of non-performing loans

106.4

140.9

154.5

53.6

46.6

51.4

Denominator

Total Net Loans

19,913.3

18,079.1

15,225.4

11,441.4

9,571.5

8,424.7

Net NPL ratio per cent. (% Net NPL)

0.5%

0.8%

1.0%

0.5%

0.5%

0.6%

Received collaterals for NPLs/NPL

– The coverage of the gross non-performing loans portfolio with collateral for non-

performing loans. The collateral market value is used for this calculation. The calculations presented below are based

on internal data sources.

Table 60:

NLB Group and NLB Received collaterals for NPLs/NPL calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Gross volume of Non-Performing

Loans covered by collaterals

174.6

200.3

226.6

81.0

64.9

78.2

Denominator

Total Non-Performing Loans

300.5

328.3

367.4

138.0

111.2

130.4

Received collaterals for NPLs / NPL

58.1%

61.0%

61.7%

58.7%

58.4%

60.0%

Non-performing loans and advances (EBA def.)

– Non-performing loans include loans and advances in accordance

with EBA Methodology that are classified as D and E, namely loans at least 90 days past due or loans unlikely to be

repaid without recourse to collateral (before deduction of loan loss allowances).

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Gross NPL ratio (EBA def.)

– The gross NPL ratio is the ratio of the gross carrying amount of non-performing loans and

advances to the total gross carrying amount of loans and advances, in accordance with the EBA methodology (report

Finrep18). For this calculation, loans and advances classified as held for sale, cash balances at CBs, and other demand

deposits are excluded from the denominator and the numerator. The calculations presented below are based on

internal data sources.

Table 61:

NLB Group and NLB Gross NPL ratio (EBA def.) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Gross volume of Non-Performing

Loans and advances without loans

held for sale, cash balances at CBs

and other demand deposits

310.8

337.2

375.1

139.4

111.7

131.2

Denominator

Gross volume of Loans and

advances in Finrep18 without loans

held for sale, cash balances at CBs

and other demand deposits

14,780.1

13,796.0

11,128.8

7,520.3

6,610.8

5,498.9

Gross NPL ratio per cent. (% NPL)

2.1%

2.4%

3.4%

1.9%

1.7%

2.4%

Gross NPL ratio (EBA def.) (BoS)

– The gross NPL ratio is the ratio of the gross carrying amount of non-performing loans

and advances to the total gross carrying amount of loans and advances, in accordance with the EBA methodology

(report Finrep18). Cash balances at CBs and other demand deposits are included in the calculation. The EU banking

sector indicator is published quarterly by the EBA in the Risk dashboard. The calculations presented below are based

on internal data sources.

Table 62:

NLB Group and NLB Gross NPL ratio (EBA def.) (BoS) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Gross volume of Non-Performing

Loans and advances

310.8

337.2

375.1

139.4

111.7

131.2

Denominator

Gross volume of Loans and

advances in Finrep18

20,421.9

18,590.5

15,668.8

11,664.9

9,780.9

8,615.3

Gross NPL ratio per cent. (% NPL)

1.5%

1.8%

2.4%

1.2%

1.1%

1.5%

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NPL coverage ratio (EBA def.)

– The NPL coverage ratio is the ratio of the amount of accumulated impairment, negative

changes in fair value due to credit risk to the non-performing loans and advances, in accordance with the EBA

methodology (report Finrep18). Loans and advances classified as held for sale, cash balances at CBs and other demand

deposits are excluded from the denominator and the numerator.

Table 63:

NLB Group and NLB NPL coverage ratio (EBA def.) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Volume of allowances and value adjustments for credit losses on Non-Performing loans and advances

(i)

204.0

195.9

219.1

85.6

65.0

79.8

Denominator

Gross volume of Non-Performing loans and advances

(i)

310.8

337.2

375.1

139.4

111.7

131.2

NPL coverage ratio per cent. (% CR)

65.6%

58.1%

58.4%

61.4%

58.2%

60.8%

(i)Without loans and advances classified as held for sale, cash balances at CBs, and other demand deposits.

NPL coverage ratio (EBA def.) (BoS)

– The NPL coverage ratio is the ratio of the amount of accumulated impairment,

negative changes in fair value due to credit risk to the non-performing loans and advances, in accordance with the EBA

methodology (report Finrep18). Cash balances at CBs and other demand deposits are included in the calculation.

Table 64:

NLB Group and NLB NPL coverage ratio (EBA def.) (BoS) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Volume of allowances and value adjustments for credit losses on Non-Performing loans and advances

204.0

195.9

219.1

85.6

65.0

79.8

Denominator

Gross volume of Non-Performing loans and advances

310.8

337.2

375.1

139.4

111.7

131.2

NPL coverage ratio per cent. (% CR)

65.6%

58.1%

58.4%

61.4%

58.2%

60.8%

Collateral received/NPL (EBA def.)

– The NPL collateral ratio is the ratio of the collateral received for non-performing

loans and advances to the gross carrying amount of collateralized non-performing loans and advances, in accordance

with the EBA methodology (report Finrep18). The calculation is provided on a single loan basis. The NPLs where the

amount of collateral received exceeds the net non-performing of each loan exposure are the subject of calculation.

Table 65:

NLB Group and NLB NPL collateral coverage ratio (EBA def.) calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Volume of collateral received up to the carrying amount of each loan or advance

16.7

30.7

36.7

7.0

6.2

12.2

Denominator

Gross volume of collateralized Non-Performing loans and advances

36.6

56.1

62.5

10.4

8.2

19.4

NPL Collateral received / NPL (%)

45.6%

54.7%

58.8%

67.1%

75.6%

63.1%

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Net stable funding ratio (NSFR)

– The net stable funding ratio is a liquidity risk standard requiring financial institutions

to hold enough stable funding to cover the duration of their long-term assets.

NSFR is defined as the amount of available stable funding relative to the amount of required stable funding and is

based on the current Basel Committee guidelines. This ratio should be equal to at least 100% on an ongoing basis.

"Available stable funding" is defined as the portion of capital and liabilities expected to be reliable over the time horizon

considered by the NSFR, which extends to one year. The amount of such stable funding required of a specific institution

is a function of the liquidity characteristics and residual maturities of the various assets held by that institution and

those of its off-balance-sheet (OBS) exposures. The calculations presented below are based on internal data sources.

Table 66:

NLB Group and NLB NSFR calculation

in EUR millions

NLB Group

NLB

31 Dec 2023

31 Dec 2022

31 Dec 2021

31 Dec 2023

31 Dec 2022

31 Dec 2021

Numerator

Amount of available stable funding

21,868.5

20,409.1

18,446.7

13,375.3

11,691.2

10,815.8

Denominator

Amount of required stable funding

11,677.6

11,154.7

9,960.8

7,577.5

6,582.3

6,309.5

NSFR

187.3%

183.0%

185.2%

176.5%

177.6%

171.4%

EVE (Economic Value of Equity) method

– The EVE method measures the sensitivity of changes in market interest

rates on the economic value of financial instruments. EVE represents the present value of net future cash flows and

provides a comprehensive view of the possible long-term effects of changing interest rates under at least six prescribed

standardised interest rate shock scenarios or more if necessary, according to the situation on financial markets.

Calculations take into account behavioural and automatic options, as well as the allocation of non-maturing deposits.

The assessment of the impact of a change in interest rates of 200 bps on the economic value of the banking book

position:

Table 67:

NLB Group EVE calculation

in EUR thousands

NLB Group

31 Dec 2023

30 Sep 2023

30 Jun 2023

31 Mar 2023

31 Dec 2022

Numerator

Interest risk in banking book – EVE

-108,489.1

-69,389.2

-83,353.2

-61,615.8

-110,452.4

Denominator

Equity (Tier I)

2,589,612.0

2,281,260.0

2,269,153.0

2,254,020.0

2,166,333.0

EVE as % of Equity

-4.2%

-3.0%

-3.7%

-2.7%

-5.1%

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Operational business margin (OBM)

– Calculated as the ratio between operational business net income annualized and

average assets.

Table 68:

NLB Group and NLB OBM calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Operational business net income

(i)

1,174.7

820.0

678.1

541.3

326.8

274.3

Denominator

Average total assets

(ii)

24,706.3

22,975.9

20,659.0

14,705.7

13,147.5

11,876.0

OBM (cumulative)

4.8%

3.6%

3.3%

3.7%

2.5%

2.3%

(i) Operational business net income is annualized, and calculated as operational business income in the period divided by the number of days in the

period and multiplied by the number of days in the year. Operational business income consists of net interest income (excluding interest expenses from

subordinated securities), net fees and commissions and net gains and losses from financial assets and liabilities held for trading that derive from foreign

exchange trading.

(ii) NLB internal information. Average total assets is calculated as a sum of balance as at the end of the previous year end (31 December) and monthly

balances of the last day of each month from January to month

t

divided by (

t+1

).

Operational business margin (OBM) (quarterly)

– Calculated as the ratio between operational business net income

annualized and average assets.

Table 69:

NLB Group OBM (quarterly) calculation

in EUR millions

NLB Group

Q4 2023

Q3 2023

Q2 2023

Q1 2023

Numerator

Operational business net income

(i)

1,272.4

1,223.6

1,145.3

1,054.7

Denominator

Average total assets

(ii)

25,494.3

25,037.1

24,211.9

24,049.9

OBM (quarterly)

4.99%

4.89%

4.73%

4.39%

(i) Operational business net income (quarterly) is annualized, and calculated as operational business income in the period divided by the number of days

in the quarter and multiplied by the number of days in the year. Operational business income consists of net interest income (excluding interest expenses

from subordinated securities), net fees and commissions and net gains and losses from financial assets and liabilities held for trading that derive from

foreign exchange trading.

(ii) NLB internal information. Average total assets (quarterly) for the NLB Group are calculated as the sum of monthly balances (t) for the corresponding

quarter and monthly balance at the end of the previous quarter divided by (t+1).

Return on equity before tax (ROE b.t.)

– Calculated as the ratio between result before tax annualized and average total

equity (including non-controlling interests).

Table 70:

NLB Group and NLB ROE b.t. calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Result before tax

(i)

578.4

483.1

261.4

478.7

164.1

211.5

Denominator

Average total equity

(ii)

2,683.6

2,344.4

2,222.8

1,843.8

1,558.3

1,507.2

ROE b.t.

21.6%

20.6%

11.8%

26.0%

10.5%

14.0%

(i) The result before tax is annualized and calculated as the result before tax in the period divided by the number of months for the reporting period and

multiplied by 12.

(ii) NLB internal information. Average total equity (including non-controlling interests) is calculated as the sum of the balance as at end of the previous year

end (31 December) and monthly balances of the last day of each month from January to month

t

divided by (

t+1

).

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Return on equity after tax (ROE a.t.)

– Calculated as the ratio between result after tax annualized and average equity.

Table 71a:

NLB Group and NLB ROE a.t. calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Result after tax

(i)

550.7

446.9

236.4

514.3

159.6

208.4

Denominator

Average equity

(ii)

2,623.0

2,248.7

2,069.9

1,843.8

1,558.3

1,507.2

ROE a.t.

21.0%

19.9%

11.4%

27.9%

10.2%

13.8%

(i) The result after tax is annualized and calculated as the result after tax in the period divided by the number of months for the reporting period and

multiplied by 12.

(ii) NLB internal information. Average equity is calculated as the sum of the balance as at the end of the previous year end (31 December) and monthly

balances of the last day of each month from January to month

t

divided by (

t+1

).

Table 71b:

NLB Group (w/o negative goodwill) ROE a.t. calculation

in EUR millions

NLB Group (w/o NGW)

2022

Numerator

Result after tax

(i)

274.0

Denominator

Average equity

(ii)

2,248.7

ROE a.t.

12.2%

(i)(ii) Please refer to the notes under Table 71a.

Table 71c:

NLB Group’s banking subsidiaries ROE a.t. calculation

in EUR millions

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Numerator

Result after tax

(i)

132.3

68.2

44.5

37.9

24.3

19.3

12.8

11.4

36.0

32.4

26.7

16.6

Denominator

Average equity

(ii)

784.6

713.0

270.4

252.9

100.2

95.3

94.1

91.5

131.8

111.1

116.6

99.5

ROE a.t.

16.9%

9.6%

16.5%

15.0%

24.2%

20.2%

13.6%

12.5%

27.3%

29.2%

22.9%

16.7%

(i)(ii) Please refer to the notes under Table 71a.

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Return on equity after tax (ROE a.t.) normalized

(iii)

– Calculated as the ratio between result after tax annualized and

average risk adjusted capital.

Table 72:

NLB Group ROE a.t. normalized calculation

in EUR millions

NLB Group

2023

Numerator

Result after tax

(i)

550.7

Denominator

Average risk adjusted capital

(ii)

1,879.2

ROE a.t.

29%

(i) Result after tax is annualized, calculated as a result after tax in the period divided by the number of months for the reporting period and multiplied by 12.

(ii) NLB internal information. Average risk adjusted capital is calculated as a sum of Risk Weighted Assets (RWA) balance as at the end of the previous year

end (31 December) and monthly Risk Weighted Assets (RWA) balances of the last day of each month from January to month

t

divided by (

t+1

), multiplied by

Tier 1 regulatory capital requirement and decreased by minority shareholder capital.

(iii) Result a.t. w/o negative goodwill divided by Average risk adjusted capital. Average risk adjusted capital calculated as Tier 1 requirement of average Risk

Weighted Assets (RWA) reduced for minority shareholder capital contribution.

Return on assets before tax (ROA b.t.)

– Calculated as the ratio between result before tax annualized and average

total assets.

Table 73:

NLB Group and NLB ROA b.t. calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Result before tax

(i)

578.4

483.1

261.4

478.7

164.1

211.5

Denominator

Average total assets

(ii)

24,706.3

22,975.9

20,659.0

14,705.7

13,147.5

11,876.0

ROA b.t.

2.3%

2.1%

1.3%

3.3%

1.2%

1.8%

(i) The result before tax is annualized and calculated as the result before tax in the period divided by the number of months for the reporting period and

multiplied by 12.

(ii) NLB internal information. Average total assets are calculated as the sum of the balance as at the end of the previous year end (31 December) and the

monthly balances of the last day of each month from January to month

t

divided by (

t+1

).

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Return on assets after tax (ROA a.t.)

– Calculated as the ratio between result after tax annualized and average

total assets.

Table 74a:

NLB Group and NLB ROA a.t. calculation

in EUR millions

NLB Group

NLB

2023

2022

2021

2023

2022

2021

Numerator

Result after tax

(i)

550.7

446.9

236.4

514.3

159.6

208.4

Denominator

Average total assets

(ii)

24,706.3

22,975.9

20,659.0

14,705.7

13,147.5

11,876.0

ROA a.t.

2.2%

1.9%

1.1%

3.5%

1.2%

1.8%

(i) The result after tax is annualized and calculated as the result after tax in the period divided by the number of months for the reporting

period and multiplied by 12.

(ii) NLB internal information. Average total assets are calculated as the sum of balance as at the end of the previous year end (31 December)

and monthly balances of the last day of each month from January to month

t

divided by (

t+1

).

Table 74b:

NLB Group’s banking subsidiaries ROA a.t. calculation

in EUR millions

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

Numerator

Result after tax

(i)

132.3

68.2

44.5

37.9

24.3

19.3

12.8

11.4

36.0

32.4

26.7

16.6

Denominator

Average total assets

(ii)

4,760.5

4,668.8

1,833.2

1,771.1

1,003.6

948.7

870.9

777.6

1,135.9

987.1

911.3

795.2

ROA a.t.

2.8%

1.5%

2.4%

2.1%

2.4%

2.0%

1.5%

1.5%

3.2%

3.3%

2.9%

2.1%

(i)(ii) Please refer to the notes under Table 74a.

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Total capital ratio (TCR)

– TCR is the own funds of the institution expressed as a percentage of the total risk

exposure amount.

Table 75a:

NLB Group and NLB TCR calculation

in EUR millions

NLB Group

NLB

31 Dec

2023

31 Dec

2022

31 Dec

2021

31 Dec

2023

31 Dec

2022

31 Dec

2021

Numerator

Total capital (Own funds)

3,109.2

2,806.4

2,252.5

2,324.1

2,004.2

1,647.3

Denominator

Total risk exposure Amount (Total RWA)

15,337.2

14,653.1

12,667.4

9,207.5

7,832.7

6,708.5

Total capital ratio

20.3%

19.2%

17.8%

25.2%

25.6%

24.6%

Table 75b:

NLB Group’s banking subsidiaries TCR calculation

in EUR millions

NLB Komercijalna

Banka, Beograd

NLB Banka,

Skopje

NLB Banka,

Banja Luka

NLB Banka,

Sarajevo

NLB Banka,

Prishtina

NLB Banka,

Podgorica

N Banka,

Ljubljana

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2023

31 Dec

2022

31 Dec

2022

Numerator

Total capital

717.0

620.9

268.7

251.4

88.6

81.4

95.0

80.4

135.5

117.5

87.6

77.0

188.3

Denominator

Total risk exposure

Amount (Total RWA)

2,647.4

2,521.5

1,422.3

1,384.8

557.2

508.3

534.0

488.1

855.3

746.0

456.6

419.6

877.9

Total capital ratio

27.1%

24.6%

18.9%

18.2%

15.9%

16.0%

17.8%

16.5%

15.8%

15.7%

19.2%

18.4%

21.4%

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Legend: The chart shows voting rights shares. The Group includes entities according to the definition in the Financial Conglomerates Act (Article 2).

(i.a) 100% direct ownership Prvi Faktor, v likvidaciji, Ljubljana.

(i.b) 90% direct ownership Prvi Faktor, v likvidaciji, Ljubljana, 5% NLB, 5% SID banka d.d.

(ii) - 46.03% direct ownership of NLB d.d.

- Abanka merged into Nova KBM, which currently has a 29.22% share in Bankart.

This is over the 25% threshold set in the Founding agreement - no shareholder other than NLB can have more than 25% capital share in Bankart.

(iii) 100% direct ownership NLB Lease&Go, leasing, d.o.o., Ljubljana.

(iv) 51% direct ownership NLB Lease&Go, leasing, d.o.o., Ljubljana, 49% NLB Banka AD Skopje.

(v) 50.73% direct ownership NLB Lease&Go, leasing, d.o.o., Ljubljana, 48.91% NLB Komercijalna Banka, Beograd.

Nova Ljubljanska banka d.d., Ljubljana

Banks

Core

Non-Core

Financial institutions

Companies

Financial institutions

Companies

Slovenia

Bankart,

Ljubljana

(ii)

46.03%

46.03%

NLB Skladi,

Ljubljana

100%

100%

Prvi faktor,

v likvidaciji, Ljubljana

50%

50%

ARG-Nepremičnine,

Horjul

75%

75%

PRIVATINVEST,

Ljubljana

100%

100%

Slovenia

Slovenia

Slovenia

NLB Lease&Go, leasing,

Ljubljana

100%

100%

NLB Cultural Heritage

Management Institute

100%

100%

NLB Leasing,

Ljubljana – v likvidaciji

(iii)

100%

100%

S-REAM,

Ljubljana

100%

100%

PRO-REM,

Ljubljana – v likvidaciji

100%

100%

Foreign countries

Foreign countries

Foreign countries

Foreign countries

Foreign countries

NLB Banka,

Sarajevo

97.35%

97.35%

NLB Banka,

Podgorica

99.87%

99.87%

NLB Banka,

Prishtina

82.38%

82.38%

NLB Banka,

Banja Luka

99.85%

99.85%

NLB Banka,

Skopje

86.97%

86.97%

NLB Komercijalna Banka,

Beograd

100%

100%

KomBank Invest,

Beograd

100%

100%

NLB Lease&Go,

Skopje

(iv)

51%

100%

NLB Lease&Go Leasing,

Beograd

(v)

50.73%

99.64%

NLB DigIT,

Beograd

100%

100%

NLB InterFinanz in

Liquidation, Zürich

100%

100%

NLB InterFinanz,

Beograd – u likvidaciji

100%

100%

LHB AG,

Frankfurt am Main

100%

100%

NLB Crna Gora,

Podgorica

100%

100%

REAM,

Beograd

100%

100%

REAM,

Podgorica

100%

100%

NLB Srbija,

Beograd

100%

100%

OL Nekretnine –

u likvidaciji, Zagreb

100%

100%

Subsidiary

% direct share

% indirect share at the group level

Associate

% direct share

% indirect share at the group level

Joint Venture

% direct share

% indirect share at the group level

Prvi faktor u likvidaciji,

Zagreb

(i.a)

100%

100%

Prvi faktor-faktoring,

Beograd – u likvidaciji

(i.b)

90%

95%

#### NLB Group Chart

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#### Organisational Structure of NLB

Worker´s Council

(i)

Compliance and Integrity

Group Steering

Strategy and Business

Development

Legal and Secretariat

Brand and Communication

Human Resources and

Organization Development

Global Risk

Credit Risk - Corporate

Credit Risk - Retail

Evaluation and Control

Restructuring

Workout and Legal support

CRO

Group Real Estate Management

Controlling

Financial Accounting and

Administration

Financial Markets

CFO

CSA & Cross-border Financing

Large Corporates

Small and Mid Corporates

Trade Finance Services

Investment Banking and

Custody

NLB Group Corporate and

Investment Banking Management

Customer, Product Management

and Digital Services

Private Banking

KC 24/7

Distribution Network

Area Branch Ljubljana

Area Branch Northwest and

Central Slovenia

Area Branch Northeast Slovenia

Area Branch East Slovenia

Area Branch Southeast Slovenia

Area Branch Southwest Slovenia

Micro Enterprises

Mobile Banking

Distribution Network Coordination

CMO

IT Delivery

Data Management

IT Governance

IT Security

IT Infrastructure

Procurement

Payments and Cards Services

and Business Development

Payments Processing

Cash Processing

Financial Instruments

Processing

Corporate Customer Delivery

Retail Banking Processing

COO

Understanding of the tasks and responsibilities of Global Risk, Compliance and Integrity and Internal Audit is taken into account in accordance to the definitions of the (currently valid) Banking Act-ZBan-3.

(i) Worker´s Council is independent organisational unit with no subordinate or superior organisational units and it operates in accordance with ZSDU.

Internal Audit

Management Board

Supervisory Board

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### FINANCIAL REPORT

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Independent auditor’s report

.....................

186

Statement of management’s responsibility

........

190

Income statement for the annual period

ended 31 December

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

191

Statement of other comprehensive income

for the annual period ended 31 December

..........

192

Statement of financial position

as at 31 December

................................

193

Statement of changes in equity for the

annual period ended 31 December

.................

195

Statement of cash flows for the annual period

ended 31 December

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

197

Notes to the financial statements

..................

199

1. General information

............................

199

2. Summary of material accounting policy

information

....................................

199

2.1. Statement of compliance

.........................

199

2.2. Basis for presenting the financial statements

.....

199

2.3. Comparative amounts

...........................

200

2.4. Consolidation

...................................

201

2.5. Business combinations, goodwill,

and bargain purchases

.........................

201

2.6. Investments in subsidiaries, associates

and joint ventures

...............................

202

2.7. A combination of entities or businesses

under common control

..........................

202

2.8. Foreign currency translation

.....................

203

2.9. Interest income and expenses

. . . . . . . . . . . . . . . . . . .

203

2.10. Fee and commission income

....................

203

2.11. Dividend income

................................

204

2.12. Financial instruments

..........................

204

2.13. Allowances for financial assets

..................

207

2.14. Forborne loans

..................................

211

2.15. Repossessed assets

.............................

211

2.16. Offsetting

........................................

211

2.17. Sale and repurchase agreements

................

212

2.18. Property and equipment

.........................

212

2.19. Intangible assets

................................

212

2.20. Investment properties

...........................

212

2.21. Non-current assets and disposal groups

classified as held for sale

........................

212

2.22. Accounting for leases

............................

213

2.23. Cash and cash equivalents

......................

213

2.24. Borrowings, deposits, and issued

debt securities with characteristics of debt

.......

213

2.25. Other issued financial instruments with

characteristics of equity

.........................

214

2.26. Provisions

.......................................

214

2.27. Contingent liabilities and commitments

..........

214

2.28. Taxes

...........................................

214

2.29. Fiduciary activities

..............................

215

2.30. Employee benefits

..............................

215

2.31. Share-based payment transactions

..............

216

2.32. Share capital

....................................

216

2.33. Segment reporting

..............................

216

2.34. Critical accounting estimates and judgments

in applying accounting policies

.................

216

2.35. Implementation of the new and revised

International Financial Reporting Standards

....

219

3. Changes in the composition of the NLB Group . . .

220

4. Notes to the income statement

..................

222

4.1. Interest income and expenses

...................

222

4.2. Dividend income

................................

223

4.3. Fee and commission income and expenses

......

223

4.4. Gains less losses from financial assets

and liabilities not measured at fair value

through profit or loss

............................

226

4.5. Gains less losses from financial assets

and liabilities held for trading

...................

226

4.6. Gains less losses from non-trading

financial assets mandatorily at fair value

through profit or loss

............................

227

4.7. Foreign exchange translation gains

less losses

.......................................

227

4.8. Other net operating income

.....................

228

4.9. Administrative expenses

........................

229

4.10. Cash contributions to resolution funds

and deposit guarantee schemes

...............

230

4.11. Depreciation and amortisation

...................

231

4.12. Gains less losses from modification

of financial assets

...............................

231

4.13. Provisions

.......................................

231

4.14. Impairment charge

.............................

232

4.15. Income tax

.....................................

233

4.16. Earnings per share

.............................

235

5. Notes to the statement of financial position

......

235

5.1. Cash, cash balances at central banks,

and other demand deposits at banks

............

235

5.2. Financial instruments held for trading

...........

236

5.3. Non-trading financial instruments measured

at fair value through profit or loss

...............

237

5.4. Financial assets measured at fair value

through other comprehensive income

. . . . . . . . . . .

238

5.5. Derivatives for hedging purposes

...............

240

5.6. Financial assets measured at amortised cost

....

244

5.7. Non-current assets held for sale

................

246

5.8. Property and equipment

........................

246

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185

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

5.9. Investment property

............................

249

5.10. Intangible assets

...............................

250

5.11. Leases

...........................................

251

5.12. Investments in subsidiaries, associates

and joint ventures

..............................

254

5.13. Other assets

....................................

263

5.14. Movements in allowance for the

impairment of financial assets

.................

264

5.15. Financial liabilities, measured at

amortised cost

.................................

275

5.16. Provisions

......................................

278

5.17. Deferred income tax

............................

285

5.18. Income tax relating to components of other

comprehensive income

.........................

289

5.19. Other liabilities

.................................

289

5.20. Share capital

..................................

290

5.21. Other equity instruments issued

................

290

5.22. Accumulated other comprehensive income

and reserves

....................................

291

5.23. Capital adequacy ratios

........................

292

5.24. Off-balance sheet liabilities

....................

295

5.25. Funds managed on behalf of third parties

......

297

6. Risk management

.............................

298

6.1. Credit risk management

. . . . . . . . . . . . . . . . . . . . . . . . .

301

6.2. Market risk

......................................

324

6.3. Liquidity risk

.....................................

331

6.4. Management of non-financial risks

...............

341

6.5. Fair value hierarchy of financial and

non-financial assets and liabilities

...............

342

6.6. Environmental and climate-related risks

........

352

6.7. Offsetting financial assets

and financial liabilities

..........................

352

7. Analysis by segment for NLB Group

.............

354

8. Related-party transactions

....................

358

9. Events after the reporting date

..................

367

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186

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Independent auditor’s report

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187

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

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188

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

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189

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

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190

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Statement of management’s responsibility

The Management Board hereby confirms its

responsibility for preparing the consolidated financial

statements of NLB Group and the financial statements

of NLB for the year ending on 31 December 2023, and for

the accompanying accounting policies and notes to the

financial statements.

The Management Board is responsible for the

preparation and fair presentation of these financial

statements in accordance with the International

Financial Reporting Standards as adopted by the

European Union, and with the requirements of the

Slovenian Companies Act and the Banking Act so as

to give a true and fair view of the financial position of

NLB Group and NLB as at 31 December 2023, and their

financial results and cash flows for the year then ended.

The Management Board also confirms that the

appropriate accounting policies were consistently

applied, and that the accounting estimates were

prepared according to the principles of prudence and

good management. The Management Board further

confirms that the financial statements of NLB Group

and NLB, together with the accompanying notes, have

been prepared on a going-concern basis for NLB Group

and NLB, and in line with valid legislation and the

International Financial Reporting Standards as adopted

by the European Union.

The Management Board is also responsible for

appropriate accounting practices, the adoption of

appropriate measures for safeguarding assets, and

the prevention and identification of fraud and other

irregularities or illegal acts.

The Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

![]()

191

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

#### Income statement for the annual period ended 31 December

in EUR thousands

NLB

Group

NLB

Notes

2023

2022

2023

2022

Interest income calculated using the effective interest method

952,875

558,826

477,154

217,881

Other interest and similar income

40,530

10,950

21,184

4,081

Interest and similar income

4.1.

993,405

569,776

498,338

221,962

Interest expenses calculated using the effective interest method

(148,034)

(53,086)

(115,779)

(34,166)

Other interest and similar expenses

(12,037)

(11,768)

(9,993)

(10,769)

Interest and similar expenses

4.1.

(160,071)

(64,854)

(125,772)

(44,935)

Net interest income

833,334

504,922

372,566

177,027

Dividend income

4.2.

169

242

145,258

56,044

Fee and commission income

4.3.

398,741

381,599

170,981

166,440

Fee and commission expenses

4.3.

(120,780)

(108,249)

(42,432)

(37,291)

Net fee and commission income

277,961

273,350

128,549

129,149

Gains less losses from financial assets and liabilities not

measured at fair value through profit or loss

4.4.

(742)

866

(834)

(1,050)

Gains less losses from financial assets and liabilities held for trading

4.5.

32,187

33,451

(408)

11,332

Gains less losses from non-trading financial assets mandatorily at fair value through profit or loss

4.6.

1,784

90

2,445

(1,451)

Gains less losses from financial liabilities measured at fair value through profit or loss

(799)

286

(382)

163

Fair value adjustments in hedge accounting

5.5.a)

3,899

1,655

3,588

1,655

Foreign exchange translation gains less losses

4.7.

(2,778)

297

3,003

(1,588)

Net gains or losses on derecognition of investments in subsidiaries, associates and joint ventures

5.12.b), c)

(766)

-

(105)

-

Gains less losses on derecognition of non-financial assets

3,200

1,861

49

33

Other net operating income

4.8.

(4,692)

16,778

(4,006)

4,411

Administrative expenses

4.9.

(452,623)

(412,886)

(218,407)

(190,865)

Cash contributions to resolution funds and deposit guarantee schemes

4.10.

(39,093)

(36,144)

(11,383)

(9,713)

Depreciation and amortisation

4.11.

(49,232)

(47,390)

(19,457)

(17,001)

Gains less losses from modification of financial assets

4.12.

(16,271)

(26)

-

-

Provisions for credit losses

4.13.

5,055

(3,050)

3,074

282

Provisions for other liabilities and charges

4.13.

(25,925)

(5,932)

(14,422)

(2,325)

Impairment of financial assets

4.14.

6,717

(14,454)

(7,668)

(14,968)

Impairment of non-financial assets

4.14.

53

(5,433)

97,114

22,767

Gain from bargain purchase

5.12.e), f)

-

172,878

-

-

Share of profit from investments in associates and joint ventures

(accounted for using the equity method)

5.12.g)

1,072

781

-

-

Gains less losses from non-current assets held for sale

5,903

921

172

168

Profit before income tax

578,413

483,063

478,746

164,070

Income tax

4.15.

(15,090)

(25,230)

35,541

(4,468)

Profit for the year

563,323

457,833

514,287

159,602

Attributable to owners of the parent

550,700

446,862

514,287

159,602

Attributable to non-controlling interests

12,623

10,971

-

-

Earnings per share (in EUR per share)

4.16.

27.5

22.3

25.7

8.0

Diluted earnings per share (in EUR per share)

4.16.

27.5

22.3

25.7

8.0

The notes are an integral part of these financial statements.

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2023

#### Overview

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Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

#### Statement of other comprehensive income for the annual period ended 31 December

in EUR thousands

NLB Group

NLB

Notes

2023

2022

2023

2022

Net profit for the year after tax

563,323

457,833

514,287

159,602

Other comprehensive income after tax

84,952

(149,677)

48,078

(90,445)

Items that will not be reclassified to income statement

Actuarial gains/(losses) on defined benefit pensions plans

5.16.c)

(444)

4,031

588

2,048

Fair value changes of equity instruments measured at fair

value through other comprehensive income

5.4.c)

6,796

(2,383)

2,284

(1,925)

Share of other comprehensive income/(losses) of entities accounted for

using the equity method

45

121

-

-

Income tax relating to components of other comprehensive income

5.18.

(973)

17

(465)

80

Items that have been or may be reclassified subsequently to income statement

Foreign currency translation

1,884

596

-

-

Translation gains/(losses) taken to equity

1,884

596

-

-

Debt instruments measured at fair value through other comprehensive income

70,926

(163,055)

33,822

(92,030)

Valuation gains/(losses) taken to equity

5.4.c)

77,238

(168,593)

38,046

(98,172)

Transferred to income statement

4.4., 4.14.

(6,312)

5,538

(4,224)

6,142

Income tax relating to components of other comprehensive income

5.18.

6,718

10,996

11,849

1,382

Total comprehensive income for the year after tax

648,275

308,156

562,365

69,157

Attributable to owners of the parent

635,233

297,936

562,365

69,157

Attributable to non-controlling interests

13,042

10,220

-

-

The notes are an integral part of these financial statements.

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193

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

#### Statement of financial position as at 31 December

in EUR thousands

NLB Group

NLB

Notes

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

Cash, cash balances at central banks, and other demand deposits at banks

5.1.

6,103,561

5,271,365

4,318,032

3,339,024

Financial assets held for trading

5.2.a)

15,718

21,588

17,957

21,692

Non-trading financial assets mandatorily at fair value through profit or loss

5.3.a)

14,175

19,031

16,643

15,411

Financial assets measured at fair value through other comprehensive income

5.4.

2,251,556

2,919,203

1,023,012

1,334,061

Financial assets measured at amortised cost

- debt securities

5.6.a)

2,522,229

1,917,615

1,966,169

1,597,448

- loans and advances to banks

5.6.b)

547,640

222,965

149,011

350,625

- loans and advances to customers

5.6.c)

13,734,601

13,072,986

7,148,283

6,054,413

- other financial assets

5.6.d)

165,962

177,823

101,596

114,399

Derivatives - hedge accounting

5.5.b)

47,614

59,362

47,614

59,362

Fair value changes of the hedged items in portfolio hedge of interest rate risk

5.5.c)

(10,207)

(23,767)

(12,514)

(23,767)

Investments in subsidiaries

5.12.a)

-

-

975,757

904,040

Investments in associates and joint ventures

5.12.g)

12,519

11,677

4,823

4,571

Tangible assets

Property and equipment

5.8.

278,034

251,316

85,970

78,592

Investment property

5.9.

31,116

35,639

7,640

6,753

Intangible assets

5.10.

62,117

58,235

37,379

30,425

Current income tax assets

42

1,696

-

-

Deferred income tax assets

5.17.

111,305

55,527

109,449

34,888

Other assets

5.13.

49,154

72,543

13,907

13,161

Non-current assets held for sale

5.7.

4,849

15,436

4,048

4,235

Total assets

25,941,985

24,160,240

16,014,776

13,939,333

Financial liabilities held for trading

5.2.b)

13,217

21,589

17,510

22,150

Financial liabilities measured at fair value through profit or loss

5.3.b)

4,482

1,796

3,210

2,514

Financial liabilities measured at amortised cost

- deposits from banks and central banks

5.15.a)

95,283

106,414

147,002

212,656

- borrowings from banks and central banks

5.15.b)

140,419

198,609

82,797

57,292

- due to customers

5.15.a)

20,732,722

20,027,726

11,881,563

10,984,411

- borrowings from other customers

5.15.b)

99,718

82,482

-

216

- debt securities issued

5.15.c)

1,338,235

815,990

1,338,235

815,990

- other financial liabilities

5.15.d)

357,116

294,463

198,020

164,567

Derivatives - hedge accounting

5.5.b)

3,540

2,124

1,420

2,124

Provisions

5.16.

113,305

122,652

48,456

45,216

Current income tax liabilities

35,879

12,420

14,762

3,940

Deferred income tax liabilities

5.17.

1,426

2,569

-

-

Other liabilities

5.19.

58,653

49,081

32,350

25,387

Total liabilities

22,993,995

21,737,915

13,765,325

12,336,463

Equity and reserves attributable to owners of the parent

Share capital

5.20.

200,000

200,000

200,000

200,000

Share premium

5.22.a)

871,378

871,378

871,378

871,378

Other equity instruments

5.21.

84,178

84,184

84,178

84,184

Accumulated other comprehensive income

5.22.b)

(76,118)

(160,588)

(36,316)

(81,677)

Profit reserves

5.22.a)

13,522

13,522

13,522

13,522

Retained earnings

1,789,890

1,357,089

1,116,689

515,463

2,882,850

2,365,585

2,249,451

1,602,870

Non-controlling interests

65,140

56,740

-

-

Total equity

2,947,990

2,422,325

2,249,451

1,602,870

Total liabilities and equity

25,941,985

24,160,240

16,014,776

13,939,333

The notes are an integral part of these financial statements.

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194

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

The Management Board of NLB

Hedvika Usenik

Andrej Lasič

Archibald Kremser

Peter Andreas Burkhardt

Antonio Argir

Blaž Brodnjak

Member

Member

Member

Member

Member

Chief executive officer

Ljubljana, 10 April 2024

The Management Board of NLB has authorised

for issue the financial statements and the

accompanying notes.

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195

NLB Group

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

#### Statement of changes in equity for the annual period ended 31 December

in EUR thousands

Accumulated other

comprehensive income

NLB Group

Share

capital

Share

premium

Other equity

instruments

Fair value

reserve of

financial

assets

measured at

FVOCI

Foreign

currency

translation

reserve

Other

Profit

reserves

Retained

earnings

Equity

attributable

to owners of

the parent

Equity

attributable

to non-

controlling

interests

Total

equity

Notes

5.20.

5.22.a)

5.21.

5.22.b)

5.22.b)

5.22.b)

5.22.a)

Balance as at 1

January 2023

200,000

871,378

84,184

(142,909)

(16,485)

(1,194)

13,522

1,357,089

2,365,585

56,740

2,422,325

- Net profit for the year

-

-

-

-

-

-

-

550,700

550,700

12,623

563,323

- Other comprehensive

income

-

-

-

82,953

1,897

(317)

-

-

84,533

419

84,952

Total comprehensive

income after tax

-

-

-

82,953

1,897

(317)

-

550,700

635,233

13,042

648,275

Dividends

-

-

-

-

-

-

-

(110,000)

(110,000)

(4,634)

(114,634)

Transactions with

non-controlling

interests (note 3.)

-

-

-

-

-

-

-

8

8

(8)

-

Transfer of fair

values reserve

-

-

-

(63)

-

-

-

63

-

-

-

Other

-

-

(6)

-

-

-

-

(7,970)

(7,976)

-

(7,976)

Balance as at

31 December 2023

200,000

871,378

84,178

(60,019)

(14,588)

(1,511)

13,522

1,789,890

2,882,850

65,140

2,947,990

in EUR thousands

Accumulated other

comprehensive income

NLB Group

Share

capital

Share

premium

Other equity

instruments

Fair value

reserve of

financial

assets

measured at

FVOCI

Foreign

currency

translation

reserve

Other

Profit

reserves

Retained

earnings

Equity

attributable

to owners of

the parent

Equity

attributable

to non-

controlling

interests

Total

equity

Notes

5.20.

5.22.a)

5.21.

5.22.b)

5.22.b)

5.22.b)

5.22.a)

Balance as at 1

January 2022

200,000

871,378

-

11,366

(17,184)

(4,734)

13,522

1,004,385

2,078,733

137,390

2,216,123

- Net profit for the year

-

-

-

-

-

-

-

446,862

446,862

10,971

457,833

- Other comprehensive

income

-

-

-

(153,255)

632

3,697

-

-

(148,926)

(751)

(149,677)

Total comprehensive

income after tax

-

-

-

(153,255)

632

3,697

-

446,862

297,936

10,220

308,156

Dividends

-

-

-

-

-

-

-

(100,000)

(100,000)

(4,568)

(104,568)

Other equity

instruments issued

-

-

82,000

-

-

-

-

-

82,000

-

82,000

Transactions with

non-controlling

interests (note 3.)

-

-

-

(1,020)

67

(140)

-

8,230

7,137

(86,358)

(79,221)

Transfer of fair

values reserve

-

-

-

-

-

(17)

-

17

-

-

-

Other

-

-

2,184

-

-

-

-

(2,405)

(221)

56

(165)

Balance as at 31

December 2022

200,000

871,378

84,184

(142,909)

(16,485)

(1,194)

13,522

1,357,089

2,365,585

56,740

2,422,325

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196

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Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

in EUR thousands

Accumulated other

comprehensive income

NLB

Share

capital

Share

premium

Other equity

instruments

Fair value

reserve of

financial assets

measured at

FVOCI

Other

Profit

reserves

Retained

earnings

Total

equity

Notes

5.20.

5.22.a)

5.21.

5.22.b)

5.22.b)

5.22.a)

5.20.

Balance as at 1 January 2023

200,000

871,378

84,184

(79,743)

(1,934)

13,522

515,463

1,602,870

- Net profit for the year

-

-

-

-

-

-

514,287

514,287

- Other comprehensive income

-

-

-

47,521

557

-

-

48,078

Total comprehensive income after tax

-

-

-

47,521

557

-

514,287

562,365

Dividends

-

-

-

-

-

-

(110,000)

(110,000)

Merger of subsidiary

-

-

-

(2,889)

172

-

204,904

202,187

Other

-

-

(6)

-

-

-

(7,965)

(7,971)

Balance as at 31 December 2023

200,000

871,378

84,178

(35,111)

(1,205)

13,522

1,116,689

2,249,451

in EUR thousands

Accumulated other

comprehensive income

NLB

Share

capital

Share

premium

Other equity

instruments

Fair value

reserve of

financial assets

measured at

FVOCI

Other

Profit

reserves

Retained

earnings

Total

equity

Notes

5.20.

5.22.a)

5.21.

5.22.b)

5.22.b)

5.22.a)

5.20.

Balance as at 1 January 2022

200,000

871,378

-

12,464

(3,696)

13,522

458,266

1,551,934

- Net profit for the year

-

-

-

-

-

-

159,602

159,602

- Other comprehensive income

-

-

-

(92,207)

1,762

-

-

(90,445)

Total comprehensive income after tax

-

-

-

(92,207)

1,762

-

159,602

69,157

Dividends

-

-

-

-

-

-

(100,000)

(100,000)

Other equity instruments issued

-

-

82,000

-

-

-

-

82,000

Other

-

-

2,184

-

-

-

(2,405)

(221)

Balance as at 31 December 2022

200,000

871,378

84,184

(79,743)

(1,934)

13,522

515,463

1,602,870

The notes are an integral part of these financial statements.

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Statement of cash flows for the annual period ended 31 December

in EUR thousands

NLB Group

NLB

Notes

2023

2022

2023

2022

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received

997,912

624,528

494,577

247,675

Interest paid

(135,715)

(50,824)

(110,439)

(30,982)

Dividends received

417

965

138,327

75,071

Fee and commission receipts

397,366

382,354

164,611

162,129

Fee and commission payments

(120,892)

(105,086)

(41,809)

(37,183)

Realised gains from financial assets and financial liabilities not at fair value through profit or loss

94

3,365

2

1

Net gains/(losses) from financial assets and liabilities held for trading

29,374

32,799

4,287

12,073

Payments to employees and suppliers

(467,937)

(428,539)

(216,407)

(186,831)

Other receipts

16,913

19,148

11,141

10,159

Other payments

(63,413)

(43,260)

(24,090)

(11,955)

Income tax (paid)/received

(33,404)

(18,336)

(7,750)

3,635

Cash flows from operating activities before changes in operating assets and liabilities

620,715

417,114

412,450

243,792

(Increases)/decreases in operating assets

(74,575)

(1,002,409)

(14,214)

(819,088)

Net (increase)/decrease in trading assets

200

(213)

200

(213)

Net (increase)/decrease in non-trading financial assets mandatorily at fair value through profit or loss

6,416

3,357

648

(3,048)

Net (increase)/decrease in financial assets measured at fair value through other comprehensive income

733,788

349,351

400,123

76,653

Net (increase)/decrease in loans and receivables measured at amortised cost

(818,626)

(1,357,757)

(414,239)

(890,003)

Net (increase)/decrease in other assets

3,647

2,853

(946)

(2,477)

Increases/(decreases) in operating liabilities

854,231

476,590

280,488

621,876

Net increase/(decrease) in deposits and borrowings measured at amortised cost

847,289

476,083

274,363

617,277

Net increase/(decrease) in other liabilities

6,942

507

6,125

4,599

Net cash flows from operating activities

1,400,371

(108,705)

678,724

46,580

CASH FLOWS FROM INVESTING ACTIVITIES

Receipts from investing activities

445,345

211,536

196,331

138,980

Proceeds from sale of property, equipment, and investment property

11,314

19,675

224

2,915

Proceeds from sale of subsidiaries, net of cash and cash equivalents

5.12.b), c)

12,776

-

20,068

21,130

Proceeds from non-current assets held for sale

16,786

1,081

944

645

Proceeds from disposals of debt securities measured at amortised cost

404,469

190,780

175,095

114,290

Payments from investing activities

(1,083,639)

(252,726)

(551,632)

(442,731)

Purchase of property, equipment, and investment property

(42,681)

(26,910)

(10,152)

(5,748)

Purchase of intangible assets

(19,305)

(14,273)

(12,587)

(6,684)

Purchase of subsidiaries, net of cash acquired and increase in subsidiaries‘ equity

3., 5.12.e), f)

-

198,241

-

(120,944)

Purchase of debt securities measured at amortised cost

(1,021,653)

(409,784)

(528,893)

(309,355)

Net cash flows from investing activities

(638,294)

(41,190)

(355,301)

(303,751)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from financing activities

497,708

599,338

497,708

598,902

Issuance of subordinated bonds

5.15.c)

-

217,873

-

217,873

Issuance of senior preferred notes

5.15.c)

497,708

299,029

497,708

299,029

Issuance of ordinary shares and other equity instruments

5.21.

-

82,000

-

82,000

Other proceeds related to financing activities

-

436

-

-

Payments from financing activities

(122,273)

(131,745)

(111,264)

(100,974)

Dividends paid

(114,749)

(104,586)

(110,000)

(100,000)

Purchase of subsidiary‘s treasury shares

-

(19,042)

-

-

Lease payments

(7,524)

(8,117)

(1,264)

(974)

Net cash flows from financing activities

375,435

467,593

386,444

497,928

Effects of exchange rate changes on cash and cash equivalents

(595)

6,213

1,039

(1,106)

Net increase/(decrease) in cash and cash equivalents

1,137,512

317,698

709,867

240,757

Cash and cash equivalents at beginning of year

5,500,222

5,176,311

3,494,435

3,254,784

Cash and cash equivalents of merged bank at the date of the merger

-

-

118,158

-

Cash and cash equivalents at end of year

6,637,139

5,500,222

4,323,499

3,494,435

The notes are an integral part of these financial statements.

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in EUR thousands

NLB Group

NLB

Notes

31 Dec 2023

31 Dec 2022

31 Dec 2023

31 Dec 2022

Cash and cash equivalents comprise:

Cash, cash balances at central banks, and other demand deposits at banks

5.1.

6,104,851

5,272,538

4,318,499

3,339,381

Loans and advances to banks with original maturity up to three months

506,266

208,404

5,000

155,054

Debt securities measured at fair value through other comprehensive

income with original maturity up to three months

26,022

19,280

-

-

Total

6,637,139

5,500,222

4,323,499

3,494,435

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#### Notes to the financialstatements

1. General information

Nova Ljubljanska banka d.d. Ljubljana (hereinafter:

‘NLB’ or ‘the Bank’) is a Slovenian joint-stock entity

providing universal banking services. NLB Group

consists of NLB and its subsidiaries located in nine

countries, mainly in Slovenia and the SEE market.

Information on NLB Group’s structure is disclosed in note

5.12. Information on other related party relationships of

NLB Group is provided in note 8.

NLB is incorporated and domiciled in Slovenia. The

address of its registered office is Trg Republike 2, 1000

Ljubljana. NLB’s shares are listed on the Ljubljana Stock

Exchange, and the global depositary receipts (‘GDR’)

representing ordinary shares of NLB, are listed on the

London Stock Exchange. Five GDRs represent one share

of NLB.

As at 31 December 2023 and as at 31 December 2022, the

largest shareholder of NLB with significant influence is

the Republic of Slovenia, owning 25.00% plus one share.

All amounts in the financial statements and in the notes

to the financial statements are expressed in thousands of

euros unless otherwise stated.

2. Summary of material

#### accounting policyinformation

The material accounting policy information adopted

for the preparation of the separate and consolidated

financial statements are set out below. The policies

have been consistently applied to all the years

presented, except for changes in accounting policies

resulting from the application of new standards or

changes to standards.

2.1. Statement of compliance

The principal accounting policies applied in the

preparation of the separate and consolidated

financial statements were prepared in accordance

with the International Financial Accounting Standards

(hereinafter: ‘the IFRS’) as adopted by the European

Union (hereinafter: ‘EU’). Additional requirements under

the national legislation are included where appropriate.

The separate and consolidated financial statements

are comprised of the income statement and statement

of other comprehensive income, the statement of

financial position, the statement of changes in equity,

the statement of cash flows, material accounting policy

information, and the notes.

2.2. Basis for presenting

#### the financial statements

The financial statements have been prepared

on a going-concern basis, under the historical

cost convention as modified by the revaluation of

financial assets measured at fair value through other

comprehensive income, financial assets, and financial

liabilities at fair value through profit or loss, including all

derivative contracts, hedged items in fair value hedge

accounting relationships, non-current assets held for

sale, and investment property.

The preparation of financial statements in accordance

with the IFRS requires the use of estimates and

assumptions that affect the reported amounts of assets

and liabilities, the disclosure of contingent assets and

liabilities on the date of the financial statements, and

the reported amounts of revenue and expenses during

the reporting period. Although these estimates are

based on management’s best knowledge of current

events and activities, actual results may ultimately

differ from those estimates. Accounting estimates and

underlying assumptions are reviewed on an ongoing

basis. Revisions of accounting estimates are recognised

in the period in which the estimate is revised. Critical

accounting estimates and judgements in applying

accounting policies are disclosed in note 2.34.

This document contains both the separate financial

statements of NLB, and the consolidated financial

statements of NLB Group. The presented accounting

policies apply to both sets of financial statements, with

the exception of policies described in notes 2.4. and 2.5.,

which only apply to the consolidated financial statements

and policies described in note 2.6., where differences in

the accounting treatment for investments in subsidiaries,

and associated and joint ventures between separate and

consolidated financial statements are described. Data

relating to separate financial statements is marked ‘NLB,’

while data relating to consolidated financial statements is

marked ‘NLB Group.’

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2.3. Comparative amounts

Except when a standard or an interpretation permits

or requires otherwise, all amounts are reported or

disclosed with comparative amounts. Where IAS 8 applies,

comparative figures have been adjusted to conform to the

changes in presentation in the current year.

Compared to the presentation of the financial statements

for the year ended 31 December 2022, subtotals of line

items ‘Interest income/expenses calculated using the

effective interest method’ and ‘Other interest and similar

income/expenses’ in the Income statement and note

4.1. were changed due to reclassification of line item

income/expenses’ to section ‘Interest income/expenses

calculated using the effective interest method,’ and

separately disclosed line item ‘Finance leases,’ which

was in the previous year presentation included in the line

item ‘Loans and advances to customers at amortised

cost.’ Comparative amounts have been adjusted to reflect

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |  |
| 31 Dec 2022 |  |  | NLB Group |  |  | NLB |  |
|  |  | Old  presentation | New  presentation |  | Old  presentation | New  presentation |  |
|  | Notes | Change | Change |
|  |  |  |  |
| Income statement |  |  |  |  |  |  |  |
| Interest income calculated using the effective interest method |  | 561,467 | 558,826 | 2,641 | 214,163 | 217,881 | (3,718) |
| Other interest and similar income |  | 8,309 | 10,950 | (2,641) | 7,799 | 4,081 | 3,718 |
| Interest and similar income | 4.1. | 569,776 | 569,776 | - | 221,962 | 221,962 | - |
| Interest expenses calculated using the effective interest method |  | (43.785) | (53,086) | 9,301 | (27,373) | (34,166) | 6,793 |
| Other interest and similar expenses |  | (21,069) | (11,768) | (9,301) | (17,562) | (10,769) | (6,793) |
| Interest and similar expenses | 4.1. | (64,854) | (64,854) | - | (44,935) | (44,935) | - |
| Net interest income |  | 504,922 | 504,922 | - | 177,027 | 177,027 | - |
| Note 4.1. Interest income and expenses |  |  |  |  |  |  |  |
| Analysis by type of assets and liabilities |  |  |  |  |  |  |  |
| Interest and similar income |  |  |  |  |  |  |  |
| Interest income calculated using the effective interest method |  | 561,467 | 558,826 | 2,641 | 214,163 | 217,881 | (3,718) |
| Loans and advances to customers at amortised cost |  | 489,999 | 483,392 | 6,607 | 174,543 | 174,543 | - |
| Negative interest |  | - | 3,966 | (3,966) | - | 3,718 | (3,718) |
| Other interest and similar income |  | 8,309 | 10,950 | (2,641) | 7,799 | 4,081 | 3,718 |
| Finance leases |  | - | 6,607 | (6,607) | - | - | - |
| Negative interest |  | 3,966 | - | 3,966 | 3,718 | - | 3,718 |
| Interest and similar expenses |  |  |  |  |  |  |  |
| Interest expenses calculated using the effective interest method |  | 43,785 | 53,086 | (9,301) | 27,373 | 34,166 | (6,793) |
| Negative interest |  | - | 9,301 | (9,301) | - | 6,793 | (6,793) |
| Other interest and similar expenses |  | 21,069 | 11,768 | 9,301 | 17,562 | 10,769 | 6,793 |
| Negative interest |  | 9,301 | - | 9,301 | 6,793 | - | 6,793 |

‘Negative interest’ from section ‘Other interest and similar

these changes in the presentation.

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Compared to the presentation of the financial statements

for the year ended 31 December 2022, some subtotals

in the Statement of cash flows were change due to

separately disclosed line item ‘Lease payments’ in

section ‘Cash flows from financing activities,’ which was

in previous years included in the line item ‘Net increase/

(decrease) in deposits and borrowings measured at

amortised cost’ under the section ‘Cash flows from

operating activities.’ Comparative amounts have been

adjusted to reflect these changes in the presentation.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  | NLB Group |  |  | NLB |  |
|  | Old  presentation | New  presentation | Change | Old  presentation | New  presentation | Change |
|  |  |  |
| Statement of cash flows |  |  |  |  |  |  |
| CASH FLOWS FROM OPERATING ACTIVITIES |  |  |  |  |  |  |
| Increases/(decreases) in operating liabilities | 468,473 | 476,590 | (8,117) | 620,902 | 621,876 | (974) |
| Net increase/(decrease) in deposits and borrowings measured at amortised cost | 467,966 | 476,083 | (8,117) | 616,303 | 617,277 | (974) |
| Net cash flows from operating activities | (116,822) | (108,705) | (8,117) | 45,606 | 46,580 | (974) |
| CASH FLOWS FROM FINANCING ACTIVITIES |  |  |  |  |  |  |
| Payments from financing activities | (123,628) | (131,745) | 8,117 | (100,000) | (100,974) | 974 |
| Lease payments | - | (8,117) | 8,117 | - | (974) | 974 |
| Net cash flows from financing activities | 475,710 | 467,593 | 8,117 | 498,902 | 497,928 | 974 |

2.4. Consolidation

In the consolidated financial statements (NLB Group),

subsidiaries which are directly or indirectly controlled

by NLB have been fully consolidated. Subsidiaries are

consolidated from the date on which effective control is

transferred to NLB Group.

NLB controls an entity when all three elements of control

are met:

• it has power over the entity;

• it is exposed or has rights to variable returns from its

involvement with the entity; and

• it has the ability to use its power over the entity to affect

the amount of the entity’s returns.

NLB reassesses whether it controls an entity if facts

and circumstances indicate there are changes to one

or more of the three elements of control. If the loss of

control of a subsidiary occurs, the subsidiary is no longer

consolidated from the date that the control ceases.

Where necessary, the accounting policies of subsidiaries

have been amended to ensure consistency with the

policies adopted by NLB. The financial statements of

consolidated subsidiaries are prepared as at the parent

entity’s reporting date. Non-controlling interests are

disclosed in the consolidated statement of changes in

equity. Non-controlling interest is that part of the net

results, and of the equity of a subsidiary, attributable

to interests which NLB does not own, either directly or

indirectly. NLB Group measures non-controlling interest

on a transaction-by-transaction basis, either at fair

value, or by the non-controlling interest’s proportionate

share of net assets of the acquiree.

Inter-company transactions, balances, and unrealised

gains on transactions between NLB Group entities are

eliminated. Unrealised losses are also eliminated unless

the transaction provides evidence of impairment of the

asset transferred.

NLB Group treats transactions with non-controlling

interests as transactions with equity owners of NLB

Group. For purchases of subsidiaries from non-controlling

interests, the difference between any consideration paid

and the relevant share acquired of the carrying value of

net assets of the subsidiary is deducted from the equity.

For sales to non-controlling interests, the differences

between any proceeds received and the relevant share

of non-controlling interests are also recorded in the

equity. All effects are presented in the line item ‘Equity

Attributable to Non-controlling Interest.’

2.5. Business combinations,

#### goodwill, and bargainpurchases

NLB Group accounts for business combinations using

the acquisition method when the acquired set of

activities and assets meets the definition of a business,

and control is transferred to the Group. In determining

whether a particular set of activities and assets is a

business, the Group assesses whether the set of assets

and activities acquired includes, at a minimum, an input

and substantive process, and whether the acquired set

has the ability to produce outputs. The acquired process

is considered substantive if it is critical to the ability to

continue producing outputs; and the inputs acquired

include an organised workforce with the necessary

skills, knowledge, or experience to perform that process

or it significantly contributes to the ability to continue

producing outputs and is considered unique or scarce

or cannot be replaced without significant cost, effort, or

delay in the ability to continue producing outputs.

The consideration transferred is measured at the

fair value of the assets transferred, equity interest

issued, liabilities incurred or assumed, including

the fair value of assets or liabilities from contingent

consideration arrangements and fair value of any

pre-existing equity interest in the subsidiary. However,

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this excludes amounts related to the settlement of

pre-existing relationships which are recognised in profit

or loss. Acquisition-related costs such as advisory,

legal, valuation, and similar professional services are

recognised in profit or loss as well. Transaction costs

incurred for issuing equity instruments are deducted

from the equity, and all other transaction costs

associated with the acquisition are expensed.

Identifiable assets acquired and liabilities assumed in

a business combination are, with limited exceptions,

measured initially at their fair values at the

acquisition date.

A contingent consideration classified as equity is not re-

measured and its subsequent settlement is accounted

for within equity. A contingent consideration classified

as an asset or liability that is a financial instrument

and within the scope of IFRS 9 Financial Instruments

is measured at fair value at each reporting date, and

changes in fair value are recognised in the statement of

profit or loss in accordance with IFRS 9. Other contingent

considerations that are not within the scope of IFRS 9

are measured at fair value at each reporting date, and

changes in fair value are recognised in profit or loss.

For each business combination, NLB Group elects

whether to measure the non-controlling interests in

the acquiree at fair value or at the present ownership

instruments’ proportionate share in the recognised

amounts of the acquiree’s identifiable net assets

at the date of acquisition. All other components

of non-controlling interests are measured at

their acquisition-date fair values, unless another

measurement basis is required by IFRSs.

Goodwill is measured as the excess of the aggregate of

the consideration transferred measured at fair value, the

amount of any non-controlling interest in the acquiree,

and the fair value of an interest in the acquiree held

immediately before the acquisition date over the net

amounts of the identifiable assets acquired, as well as

the liabilities assumed. Any negative amount, a gain on

a bargain purchase, is recognised in profit or loss after

management reassesses whether it has identified all

the assets acquired and all the liabilities and contingent

liabilities assumed, and reviews the appropriateness of

their measurement.

Goodwill is tested annually for impairment. For the

purpose of impairment testing, goodwill arising from

a business combination is, from the acquisition date,

allocated to the Group’s cash-generating units (CGUs)

or groups of CGUs that are expected to benefit from the

synergies of the combination. Where goodwill has been

allocated to a cash-generating unit (CGU) and part of

the operation within that unit is disposed of, the goodwill

associated with the disposed operation is included in

the carrying amount of the operation when determining

the gain or loss on disposal. Goodwill disposed in these

circumstances is measured based on the relative values

of the disposed operation and the portion of the cash-

generating unit retained.

The goodwill of associates and joint ventures is included

in the carrying value of investments.

In a business combination achieved in stages, NLB

Group remeasures its previously held equity interest

in the acquiree at its acquisition-date fair value, and

recognises the resulting gain or loss, if any, in profit

or loss.

2.6. Investments in subsidiaries,

#### associates and joint ventures

In the separate financial statements (NLB), investments

in subsidiaries, associates and joint ventures are

accounted for with the cost method. Dividends from

subsidiaries, joint ventures, or associates are recognised

in the income statement when NLB’s right to receive the

dividend has been established.

In the consolidated financial statements, investments in

associates are accounted for using the equity method of

accounting. These are generally undertakings in which

NLB Group holds between 20% and 50% of the voting

rights, and over which NLB Group exercises significant

influence, but does not have control.

Joint ventures are entities over whose activities NLB

Group has joint control, established by contractual

agreement. In the consolidated financial statements,

investments in joint ventures are accounted for using the

equity method of accounting.

NLB Group’s share of its associates and joint ventures

post-acquisition profits or losses is recognised in

the consolidated income statement, and its share of

other comprehensive income is recognised in other

comprehensive income. The cumulative post-acquisition

movements are adjusted against the carrying amount of

the investment. When NLB Group’s share of losses in an

associate and joint venture equals or exceeds its interest

in the associate and joint venture, including any other

unsecured receivables, NLB Group does not recognise

further losses unless it has incurred obligations or made

payments on behalf of the associate and joint venture.

NLB Group resumes recognising its share of those profits

only after its share of the profits equals the share of

losses not recognised (note 5.12.g).

NLB Group’s subsidiaries, associates and joint ventures

are presented in note 5.12.

2.7. A combination of entities or

#### businesses under commoncontrol

A merger of entities within NLB Group is a business

combination involving entities under common control.

For such mergers, members of NLB Group apply merger

accounting principles, and use the carrying amounts

of merged entities as reported in the consolidated

financial statements.

Mergers of entities within NLB Group do not affect the

consolidated financial statements.

When accounting for a merger in separate financial

statements (the merger of a parent company and its

subsidiary) if a surviving entity is the parent company,

NLB applies an accounting policy to recognise the

difference between: (1) the amounts assigned to the

assets and liabilities in the parents separate financial

statements after the merger; and (2) the carrying

amounts of the investments in the merged subsidiary

before the merger, directly in equity. In such case, the

acquired assets and assumed liabilities are recognised

at the carrying amounts from the consolidated financial

statements of merged subsidiary as of the date of the

merger, including any recognised goodwill and fair

value adjustments related to merged subsidiary’s assets

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and liabilities. The comparative amounts in separate

financial statements are not restated.

2.8. Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of

NLB Group’s entities are measured using the currency of

the primary economic environment in which the entity

operates (i.e., the functional currency). The financial

statements are presented in euros, which is NLB Group’s

presentation currency.

Transactions and balances

Foreign currency transactions are translated into the

functional currency at the exchange rates prevailing

at the dates of the transactions. Foreign exchange

gains and losses resulting from the settlement of such

transactions and from the translation of monetary

assets and liabilities denominated in foreign currencies

are recognised in the income statement, except when

deferred in other comprehensive income as qualifying

cash flow hedges.

Translation differences resulting from changes in the

amortised cost of monetary items denominated in

a foreign currency and classified as financial assets

measured at fair value through other comprehensive

income, are recognised in the income statement.

Translation differences on non-monetary items, such as

equity instruments at fair value through profit or loss,

are reported as part of the fair value gain or loss in

the income statement. Translation differences on non-

monetary items, such as equity instruments classified

as financial assets measured at fair value through

other comprehensive income, are included together

with valuation reserves in the valuation (losses)/

gains taken to other comprehensive income and

accumulated in the equity.

Gains and losses resulting from foreign currency

purchases and sales for trading purposes are included

in the income statement as gains less losses from

financial assets and liabilities held for trading.

NLB Group entities

The financial statements of all NLB Group entities

that have a functional currency different from

the presentation currency are translated into the

presentation currency as follows:

• assets and liabilities for each statement of financial

position presented are translated at the closing rate at

the date of statement of financial position;

• income and expenses for each income statement are

translated at average annual exchange rates; and

• components of equity are translated at the historical

rate.

Goodwill and fair value adjustments arising from the

acquisition of a foreign entity are treated as assets

and liabilities of the foreign entity and translated at the

closing rate.

In the consolidated financial statements, exchange

differences arising from the translation of the net

investment in foreign operations are recognised in other

comprehensive income. When control over a foreign

operation is lost, the previously recognised exchange

differences on translations to a different presentation

currency are reclassified from other comprehensive

income to profit and loss for the year. On the partial

disposal of a subsidiary without loss of control, the

related portion of accumulated currency translation

differences is reclassified as a non-controlling interest

within the equity.

2.9. Interest income and expenses

Interest income and expenses for all financial instruments

measured at amortised cost, and financial assets

measured at fair value through other comprehensive

income are recognised in the income statement for

all interest-bearing instruments on an accrual basis

using the effective interest method. Interest income

on all trading assets and financial assets mandatorily

required to be measured at fair value through profit

or loss is recognised using the contractual interest

rate. The effective interest method is used to calculate

the amortised cost of a financial asset or financial

liability, and to allocate the interest income or interest

expenses over the relevant period. The effective interest

rate is the rate that exactly discounts estimated future

cash payments or receipts over the expected life of

the financial instrument, or a shorter period (when

appropriate) to the gross carrying amount of the financial

asset or to the amortised cost of a financial liability.

Interest income includes coupons earned on fixed-

yield investments and trading securities, and accrued

discounts and premiums on securities. The calculation of

the effective interest rate includes all fees and points paid

or received by parties to the contract and all transaction

costs, but excludes future credit risk losses.

Interest income is calculated by applying the effective

interest rate to the gross carrying amount of financial

assets other than credit-impaired assets.

When a financial asset becomes credit-impaired and

is, therefore, classified in Stage 3, interest income is

calculated by applying the effective interest rate to the

net amortised cost of the financial asset. If the financial

asset cures and is no longer credit-impaired, interest

income is again calculated on a gross basis.

In the case of purchased or originated credit-impaired

financial assets (POCI), the credit-adjusted effective

interest rate is applied to the amortised cost of the

financial asset from initial recognition. The credit-

adjusted effective interest rate is the interest rate that, at

initial recognition, discounts the estimated future cash

flows (including credit losses) to the amortised cost of

the purchased or originated credit-impaired financial

asset. At the NLB Group level, most POCI exposures

relate to the initial recognition of non-performing

exposures in the case of a business combination.

2.10. Fee and commission income

Fees and commissions mainly include fees received from

credit cards and ATMs, customer transaction accounts,

payment services, investment funds, and commissions

from guarantees. Fee and commission income are

recognised at an amount that reflects the consideration

to which the NLB Group expects to be entitled, in

exchange for providing the services. The performance

obligations, as well as the timing of their satisfaction,

are identified and determined at the inception of the

contract. The Group’s revenue contracts do not include

multiple performance obligations.

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When the NLB Group provides a service to its customers,

the consideration is invoiced and generally due

immediately upon satisfaction of a service provided at

a point in time. When the service is provided over time,

the consideration is invoiced and due in line with the

contractual provisions.

The NLB Group has generally concluded that it is

the principal in its revenue arrangements because it

typically controls the services before transferring them

to the customer.

Fees and commissions that are integral to the effective

interest rate of financial assets and liabilities are

presented within interest income or expenses.

2.11. Dividend income

Dividends are recognised in the income statement

within the line item ‘Dividend income’ when NLB

Group’s right to receive payment has been established

and an inflow of economic benefits is probable. In the

consolidated financial statements, dividends received

from associates and joint ventures reduce the carrying

value of the investment.

2.12. Financial instruments

a) Classification and measurement

Financial instruments are initially measured at

fair value plus or minus, in the case of a financial

instrument not measured at fair value through profit

or loss, transaction costs that are directly attributable

to the acquisition or issue of the financial instrument.

Subsequent measurement depends on the classification

of the instrument.

Financial assets

All debt financial assets need to be assessed based

on a combination of the Group’s business model for

managing the assets and the instruments’ contractual

cash flow characteristics. The measurement categories

of financial assets are as follows:

• Financial assets, measured at amortised costs (AC);

• Financial assets at fair value through other

comprehensive income (FVOCI);

• Financial assets held for trading (FVTPL); and

• Non-trading financial assets, mandatorily at fair value

through profit or loss (FVTPL).

Financial assets are measured at AC if they are held

within a business model for the purpose of collecting

contractual cash flows (‘held to collect’), and if cash

flows are solely payments of principal and interest

on the principal amount outstanding. After initial

recognition, they are measured at the amortised cost

using the effective interest method and are subject

to impairment. Interest income calculated using the

effective interest method, foreign exchange gains and

losses, and impairment are recognised in profit or loss.

Each of them is presented as a separate line item in the

income statement. Any gain or loss on derecognition is

recognised in profit or loss in line item ‘Gains less losses

from financial assets and liabilities not measured at fair

value through profit or loss.’

Debt financial instruments are measured at FVOCI if

they are held within a business model for the purpose of

both collecting contractual cash flows and selling (‘held

to collect and sell’), and if cash flows are solely payments

of principal and interest on the principal amount

outstanding. FVOCI results in the debt instruments being

recognised at fair value in the statement of financial

position and at the AC in the income statement. Interest

income is calculated using the effective interest method,

foreign exchange gains and losses, and impairments are

recognised separately in the income statement. Other net

gains and losses are recognised in other comprehensive

income, until the instrument is derecognised. At

derecognition of the debt financial instrument, the

cumulative gains and losses previously recognised in

other comprehensive income are reclassified to the

income statement under the line item ‘Gains less losses

from financial assets and liabilities not classified at fair

value through profit or loss.’

Equity instruments that are not held for trading may be

irrevocably designated as FVOCI, with no subsequent

reclassification of gains or losses to the income

statement. Dividends are recognised as income in

profit or loss unless the dividend clearly represents a

recovery of part of the cost of the investment, in which

case, such gains are recorded in other comprehensive

income. Other net gains and losses are recognised in

other comprehensive income and are never reclassified

to profit or loss. In NLB Group, the most material equity

instrument irrevocably designated as FVOCI is the

investment in the National Resolution Fund (note 5.4.a).

NLB Group decided to use this presentation alternative

because the fund was established based on the law, and

it has a highly regulated investment strategy in order to

ensure safety, low risk, and the high liquidity of the fund.

All other financial assets are mandatorily measured at

FVTPL, including financial assets within other business

models such as financial assets managed at fair value

or held for trading and financial assets with contractual

cash flows that are not solely payments of principal and

interest on the principal amount outstanding. Net gains

and losses, including any interest or dividend income,

are recognised in profit or loss.

IFRS 9 includes an option to designate financial assets

at fair value through profit or loss if doing so eliminates

or significantly reduces a measurement or recognition

inconsistency that would otherwise arise from

measuring assets or liabilities, or recognising the gains

or losses on them on different bases.

Financial liabilities

Financial liabilities are subsequently measured at the

amortised cost or at fair value through profit or loss,

when they are held for trading, derivative instruments,

or the fair value designation is applied.

Upon initial recognition, financial liability may be

irrevocably designated as measured at fair value

through profit or loss if that eliminates or significantly

reduces a measurement or recognition inconsistency

that would otherwise arise from measuring assets or

liabilities or recognising the gains or losses on them on

different bases, or if the liabilities are part of a group

of financial instruments which are managed and

their performance evaluated on a fair value basis in

accordance with a documented risk management or

investment strategy.

Changes in the fair value of financial liabilities

designated as measured at fair value through profit or

loss are recognised in profit or loss, with the exception

of movement in the fair value due to changes of NLB

Group’s own credit risk. Such changes are presented

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in other comprehensive income with no subsequent

reclassification to the income statement.

Other financial liabilities are subsequently measured

at amortised cost using the effective interest method.

Interest expenses and foreign exchange gains and

losses are recognised in profit or loss. Any gain or loss

on the derecognition of a financial liability is recognised

in profit or loss. In the event of derecognition of a

financial liability measured at amortised cost, the gains

and losses are recognised in the line item ‘Gains less

losses from financial assets and liabilities not classified

at fair value through profit or loss.’ Gains and losses on

disposals of financial liabilities designated as measured

at fair value through profit or loss are also presented

separately from those held for trading.

Assessment of NLB Group’s business model

NLB Group has determined its business model

separately for each reporting unit within NLB Group, and

is based on observable factors for different portfolios

that best reflect how the Group manages groups of

financial assets to achieve its business objective, such as:

• how the performance of the business model and the

financial assets held within that business model are

evaluated and reported to key management personnel;

• the risks that affect the performance of the business

model and, in particular, the way those risks are

managed;

• how the managers of the business are compensated

(e.g., whether the compensation is based on the fair

value of the assets or on collection of contractual cash

flows); and

• the expected frequency, value, and timing of sales.

The business model assessment is based on reasonably

expected scenarios without taking worst-case and

stress case scenarios into consideration. In general,

the business model assessment of the Group can be

summarised as follows:

• Loans and deposits given are included in a business

model ‘held to collect’ since the primary objective

of NLB Group for the loan portfolio is to collect the

contractual cash flows;

• Debt securities are divided into three business models:

• the first group of debt securities presents ‘held for

trading’ category;

• debt securities in the second group are held under

a business model ‘held to collect and sale’ with the

intention of collecting the contractual cash flows and

sale of financial assets, and forms part of the Group’s

liquidity reserves;

• the third part of debt securities is held within the

business model for holding them with objective to

collect contractual cash flows.

With regard to debt securities within the ‘held to collect’

business model, the sales which are related to the

increase of the issuers’ credit risk, sales made close to the

final maturity, or sales in order to meet liquidity needs

in a stress case scenario are permitted. Other sales,

which are not due to an increase in credit risk may still

be consistent with a held to collect business model if such

sales are incidental to the overall business model, and:

• are insignificant in value both individually and in

aggregate, even when such sales are frequent;

• are infrequent even when they are significant in value.

A review of instruments’ contractual cash flow

characteristics (the SPPI test – solely payment of

principal and interest on the principal amount

outstanding)

The second step in the classification of the financial

assets in portfolios being ‘held to collect’ and ‘held to

collect and sell’ relates to the assessment of whether

the contractual cash flows are consistent with the SPPI

test. The principal amount reflects the fair value at

initial recognition less any subsequent changes, e.g.

due to repayment. The interest must represent only the

consideration for the time value of money, credit risk,

other basic lending risks, and a profit margin consistent

with basic lending features. If the cash flows introduce

more than

de minimis

exposure to risk or volatility that is

not consistent with basic lending features, the financial

asset is mandatorily measured at fair value through

profit or loss.

NLB Group reviews the portfolio within ‘held to collect’

and ‘held to collect and sale’ for standardised products

on a level of a product and for non-standardised

products on a single exposure level. The Group has

established a procedure for SPPI identification as part of

regular investment process with defined responsibilities

for primary and secondary controls. Special emphasis

is put on new and non-standardised characteristics of

loan agreements.

Accounting policy for modified financial assets

When contractual cash flows of a financial asset

are modified, NLB Group assesses if the terms and

conditions have been modified to the extent that,

substantially, it becomes a new financial asset. The

following factors are, amongst others, considered when

making such assessment:

• reason for modification of cash flows;

• change in currency of the loan;

• introduction of an equity feature;

• replacement of initially agreed debtor with a new

debtor that is not related party to initial debtor; and

• if the modification changes the result of the SPPI test.

If the modification results in derecognition of a

financial asset, the new financial asset is initially

recognised at fair value, with the difference recognised

as a derecognition gain or loss, to the extent that an

impairment loss has not already been recorded. If

the modification does not result in cash flows that are

substantially different, the modification does not result

in derecognition. In such cases, NLB Group recalculates

the gross carrying amount of the financial asset and

recognises modification gain or loss in the income

statement. The gross carrying amount is recalculated

as the present value of the renegotiated or modified

contractual cash flows that are discounted at the

financial asset’s original effective interest rate (or

credit-adjusted effective interest rate for purchased or

originated credit-impaired financial assets).

b) Reclassification

Financial assets can be reclassified when and only

when NLB Group’s business model for managing those

assets changes. The reclassification takes place from

the start of the reporting period following the change.

Such changes are expected to be very infrequent, and

none occurred during the presented periods. Financial

liabilities shall not be reclassified.

c) Day one gains or losses

The best evidence of fair value at initial recognition

is the transaction price (i.e., the fair value of the

consideration given or received), unless the fair value of

that instrument is evidenced by a comparison with other

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observable current market transactions in the same

instrument (i.e., without modification or repackaging), or

based on a valuation technique whose variables only

include data from observable markets.

If the transaction price on a non-active market is

different than the fair value from other observable

current market transactions in the same instrument,

or is based on a valuation technique whose variables

only include data from observable markets, the

difference between the transaction price and fair value

is recognised immediately in the income statement (‘day

one gains or losses’).

In cases where the data used for valuation are not fully

observable in financial markets, day one gains or losses

are not recognised immediately in the income statement.

The timing of recognition of deferred day one gains or

losses is determined individually. It is either amortised

over the life of the transaction, deferred until the

instrument’s fair value can be determined using market

observable inputs, or realised through settlement.

d) Derecognition

A financial asset is derecognised when the contractual

rights to the cash flows from the financial asset expire,

or when the financial asset is transferred, and the

transfer qualifies for derecognition. A financial liability

is derecognised only when it is extinguished, i.e., when

the obligation specified in the contract is discharged,

cancelled, or expires.

e) Write-offs

NLB Group writes off financial assets in their entirety

or a portion thereof when it has exhausted all practical

recovery efforts and has no reasonable expectations of

recovery. Criteria indicating that there is no reasonable

expectation of recovery include default period, quality

of collateral, and different stages of enforcement

procedures. NLB Group may write off financial assets

that are still subject to enforcement activities, but this

does not affect its rights in the enforcement procedures.

NLB Group still seeks to recover all amounts it is legally

entitled to in full. A write-off reduces the gross carrying

amount of a financial asset and allowance for the

impairment. Any subsequent recoveries are credited

to credit loss expenses. Write-offs and recoveries are

disclosed in note 5.14.a) and b).

f) Fair value measurement principles

The fair value of financial instruments traded on active

markets is based on the price that would be received

to sell the assets or transfer liability (exit price) being

measured at the reporting date, excluding transaction

costs. If there is no active market, the fair value of the

instruments is estimated using discounted cash flow

techniques or pricing models.

If discounted cash flow techniques are used, estimated

future cash flows are based on management’s best

estimates; and the discount rate is a market-based

rate at the reporting date for an instrument with similar

terms and conditions. If pricing models are used, inputs

are based on market-based measurements at the

reporting date.

g) Derivative financial instruments and

hedge accounting

Derivative financial instruments – including forward

and futures contracts, swaps, and options – are initially

recognised in the statement of financial position at fair

value. Derivative financial instruments are subsequently

re-measured at their fair value. Fair values are

obtained from quoted market prices, discounted cash

flow models, or pricing models, as appropriate. All

derivatives are carried at their fair value within assets

when the derivative position is favourable to NLB Group,

and within liabilities when the derivative position is

unfavourable to NLB Group.

The method of recognising the resulting fair value gain

or loss depends on whether the derivative is designated

as a hedging instrument and, if so, the nature of the item

being hedged. NLB Group designates certain derivatives

as either:

• hedges of the fair value of recognised assets or

liabilities or firm commitments (fair value hedge);

• hedges of highly probable future cash flows

attributable to a recognised asset or liability, or a

highly probable forecasted transaction (cash flow

hedge); or

• hedges of a net investment in a foreign operation (net

investment hedge).

Hedge accounting is used when certain criteria are

met. NLB Group and NLB have exercised the option to

continue applying the existing IAS 39 hedge accounting

requirements in accordance with the policy choice

permitted under IFRS 9. However, disclosures that are

required by the IFRS 9 related amendments to IFRS 7

‘Financial Instruments: Disclosures’ are implemented.

At the inception of the transaction, NLB Group

documents the relationship between hedged items and

hedging instruments, as well as its risk management

objective, valuation methodology, and strategy for

undertaking various hedge transactions. NLB Group

also documents its assessment, both at the hedge

inception and on an ongoing basis, of whether the

derivatives used in hedging transactions are highly

effective in offsetting changes in fair values or cash flows

of hedged items. The actual results of a hedge must

always fall within a range of 80–125%.

Fair value hedge

Changes in the fair value of derivatives that are

designated and qualify as fair value hedges are

recognised in the income statement together with any

changes in the fair value of the hedged asset or liability

that are attributable to the hedged risk. Effective changes

in the fair value of hedging instruments and related

hedged items are reflected in ‘Fair Value Adjustments

in Hedge Accounting’ in the income statement.

Any ineffectiveness from derivatives is recognised

immediately in the income statement, recorded in the

same line as change in fair value of hedging instruments

and hedged item if they are different.

If a hedge no longer meets the hedge accounting

criteria, the adjustment to the carrying amount of the

hedged item for which the effective interest method is

used is amortised to profit or loss over the remaining

period to maturity. The adjustment to the carrying

amount of a hedged equity security is included in the

income statement upon disposal of the equity security.

Cash flow hedge

The effective portion of changes in the fair value of

derivatives that are designated and qualify as cash flow

hedges is recognised in other comprehensive income.

The gain or loss relating to the ineffective portion is

immediately recognised in the income statement.

Amounts accumulated in equity are recycled as a

reclassification from other comprehensive income to the

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income statement in the periods when the hedged item

affects the profit or loss.

When a hedging instrument expires or is sold, or when

a hedge no longer meets hedge accounting criteria, any

cumulative gain or loss existing in other comprehensive

income and previously accumulated in equity at that

time remains in other comprehensive income and in

equity, and is recognised in profit or loss only when the

forecasted transaction is ultimately recognised in the

income statement. When a forecasted transaction is no

longer expected to occur, the cumulative gain or loss

that was reported in other comprehensive income is

immediately transferred to the income statement.

Hedge of a net investment in a foreign operation

Hedges of net investments in foreign operations are

accounted for in consolidated financial statements

similar to cash flow hedges. Any gain or loss on the

hedging instrument relating to the effective portion

of the hedge is recognised directly in equity. The gain

or loss relating to the ineffective portion is recognised

immediately in the consolidated income statement in

‘Gains Less Losses on Financial Assets and Liabilities

Held for Trading.’ Gains and losses accumulated in other

comprehensive income are included in the consolidated

income statement when the foreign operation is

disposed of as part of the gain or loss on the disposal.

2.13. Allowances for financial assets

a) Expected credit losses for collective allowances

IFRS 9 applies an expected loss model that provides an

unbiased and probability-weighted estimate of credit

losses by evaluating a range of possible outcomes that

incorporates forecasts of future economic conditions.

The expected loss model requires NLB Group to

recognise not only credit losses that have already

occurred, but also losses that are expected to occur

in the future. An allowance for expected credit losses

(ECL) is required for all loans and other debt financial

assets not measured at FVTPL, together with loan

commitments and financial guarantee contracts.

In the general model, the allowance is based on the

expected credit losses associated with the probability

of default in the next 12 months unless there has been a

significant increase in credit risk since initial recognition,

in which case, the allowance is based on the probability

of default over the life of the financial asset (LECL). When

determining whether the risk of default has increased

significantly since initial recognition, the Group considers

reasonable and supportable information that is

relevant and available without undue cost or effort. This

includes both quantitative and qualitative information

and analysis, based on the Group’s historical data,

experience, expert credit assessment, and incorporation

of forward-looking information.

Classification into stages

NLB Group prepared a methodology for ECL defining the

criteria for classification into stages, transition criteria

between stages, models for risk indicators calculation,

forward-looking scenarios, and the validation of

models. The Group classifies financial instruments into

Stage 1, Stage 2, and Stage 3, based on the applied ECL

allowance methodology as described below:

• Stage 1 – performing portfolio: no significant increase

of credit risk since initial recognition, NLB Group

recognises an allowance based on 12-month period;

• Stage 2 – underperforming portfolio: significant

increase in credit risk (SICR) since initial recognition,

NLB Group recognises an allowance for lifetime period;

and

• Stage 3 – impaired portfolio: NLB Group recognises

lifetime allowances for these defaulted financial assets.

The Bank has aligned its definition of credit impaired

assets under IFRS 9 to the new European Banking

Authority (EBA) definition of non-performing loans

(NPLs) as at 31 December 2020. The Bank uses a unified

definition of past due and default exposures; defaulted

clients are rated D, DF, or E based on the internal rating

system and contains the clients with material delays

over 90 days, as well as the clients that were assessed

as unlikely to pay. All facilities of retail clients obtain a

unified credit rating.

A significant increase in credit risk is assumed:

• when a credit rating significantly deteriorates at the

reporting date in comparison to the credit rating

at initial recognition a significant deterioration is a

3-notch rating decrease taking into consideration the

NLB Group’s long rating scale (with 9 performing rating

classes) or deterioration from invest/invest with care to

speculative investment rating grade on the short rating

scale (with only 3 performing rating groups),

• when a threefold increase of LPD since initial

recognition is detected (comparing the LPD assessed

using the PD curve calculated at instrument origination

and the last available PD curve),

• when a financial asset has material delays over

30 days with a healing period of 3 months and the

materiality limit aligned with the one used as a

default trigger (the materiality limit is aligned with the

regulatory limit for default definition, the holding period

of 3 months is applied),

• if NLB Group grants a forbearance to the borrower

where the rules of forbearance expiry are aligned with

the ECB Guidelines,

• if the facility is placed on the watch list or intensive

care list,

• if a retail client is placed on the watch list based on

features which lead to increased credit risk (such as

spending habits, decreased employment security,

political risk and similar).

The methodology of credit rating for banks and

sovereign classification depends on the existence or

non-existence of a rating from international credit rating

agencies – Fitch, Moody’s, or the S&P. Ratings are set

on a basis of the average international credit rating.

If there are no international credit ratings available,

the credit rating classification is based on the internal

Methodology Rating Classification for Financial

Markets clients' segments in NLB d.d. and NLB Group.

For banks without an international credit rating, we

obtain information from Bureau van Dijk, a Moody's

Analytics Company, using the modules BankScore and

BankFocus. Additionally, information is obtained by an

analyst from the annual reports with the assistance of

the central relationship manager.

The classification into stages is based on the facility

level. Nevertheless, occurring delays on one facility may

trigger the stage deterioration of other facilities of the

same client. When the SICR criteria no longer exist, the

facility may be transferred to a more favourable stage

subject to the prescribed cure period of three months.

The ECL for Stage 1 financial assets is calculated based

on 12-month PDs or shorter period PDs, if the remaining

maturity of the financial asset is shorter than 1 year.

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The 12-month PD already includes the macroeconomic

impact effect. Allowances in Stage 1 are designed to

reflect expected credit losses that had been incurred in

the performing portfolio, but have not been identified.

The ECL for Stage 2 financial assets is calculated based

on lifetime PDs (LPD) because their credit risk has

increased significantly since their initial recognition.

This calculation is also based on a forward-looking

assessment that considers several economic scenarios

in order to recognise the probability of losses associated

with the predicted macro-economic forecasts.

For financial instruments in Stage 3, the same treatment

is applied as for those considered to be credit impaired.

Exposures below the materiality threshold obtain

collective allowances using a PD of 100%. Financial

instruments will be transferred out of Stage 3 if they

no longer meet the criteria of being credit-impaired

after a probation period. Special treatment applies

for purchased or originated credit-impaired financial

instruments (POCI), where only the cumulative changes

in lifetime expected losses since the initial recognition

are recognised as a loss allowance.

The calculation of collective allowances is performed

by multiplying the EAD (exposure at default) at the

end of each month with an appropriate PD and LGD

(loss-given default). The obtained result for each

month is discounted to the present time using the

original effective interest rate of the facility. For Stage

1 exposures, the ECL only takes a 12-month period into

account, while for Stage 2 or 3 all potential losses until

the maturity date are included. Risk parameters are

calculated separately for each of the three possible

scenarios. The final ECL for each facility is calculated as

a weighted average ECL for each scenario.

The EAD represents the anticipated outstanding amount

owed by the obligor, which is determined as the sum of

on-balance exposure and expected future drawings of

the off-balance exposure. The drawings are assessed by

applying the CCF (credit conversion factor) based on the

Bank’s historic experience with similar types of facilities.

The PD is the estimation of the likelihood of default

over a given time horizon. The estimation is performed

separately for each unique segment (corporate

clients by size, institutions, or central government), or

by product group (mortgage, consumer loans, and

other retail products). Through the cycle, the PD is

supplemented with the forward-looking aspect using

three possible scenarios.

Risk parameter calculations are based on the data from

each subsidiary, while the calculations and modelling

are performed centrally. In the case where the data

samples are not sufficiently large, hurdle rates are

applied based on the regulatory or other benchmarks.

Expected Life

When measuring ECL, the NLB Group must consider the

maximum contractual period over which the NLB Group

is exposed to credit risk. For certain revolving credit

facilities that do not have a fixed maturity, the expected

life is estimated based on the period over which the

NLB Group is exposed to credit risk and where the credit

losses would not be mitigated by management actions.

Forward-looking information

During 2023, NLB Group reviewed the IFRS 9

provisioning by testing the relevant macroeconomic

scenarios to accurately reflect the current circumstances

and their future impacts.

NLB Group established multiple scenarios (i.e., baseline,

optimistic, and severe) for the ECL calculation, aiming

to create a unified projection of macroeconomic and

financial variables for the Group, aligned with the Bank’s

consolidated view of the future of economic development

in the SEE. The Group formed three probable scenarios

with an associated probability of occurrence for forward-

looking assessment of risk provisioning in the context

of the IFRS 9. These IFRS 9 macroeconomic scenarios

incorporate the forward-looking and probability-

weighted aspects of the ECL impairment calculation.

Both features may change when material changes in the

future development of the economy are recognised and

not embedded in previous forecasts.

The baseline scenario presents an expected forecast

macroeconomic view for all the countries of the

Group. This scenario is based on recent official and

professional forecasts, with specific adjustments for

individual countries of the Group. Key characteristics

include no additional supply shocks, decreasing

inflation due to an increased ECB key rate and

quantitative tightening, a slightly less tight labour

market, GDP growth supported by declining interest

rates and positive expectations, regional containment

of political tensions, and limited spill over effects of

financial system issues on the real economy.

The alternative scenarios are based on plausible drivers

of economic development for the next three years. The

optimistic scenario is supply- and demand-driven, with

a mild winter and sufficient energy supplies easing price

pressures in the euro area. China’s decision to abandon

strict COVID restrictions supports the euro area exports,

and stimulating demand. Lower inflation leads to

an optimistic financial market outlook, and the first

year shows positive growth expectations, followed by

additional ECB support and moderated growth potential

in the following two years.

The severe, supply- and demand-driven scenario

depicts sluggish economic growth due to lower

consumer purchasing power, geopolitical disruption,

and elevated inflation. The NLB Group home countries

experience near-zero real economic growth, leading

to substantial upward shocks in financial markets.

Political tensions persist, causing supply disruptions,

and inflation remains higher than expected, resulting

in increased long-term inflation expectations. GDP

growth remains low as the ECB implements a restrictive

monetary policy. Despite a slow increase in the

unemployment rate, many industries still face a tight

labour market. The financial system stabilises, allowing

the ECB to focus on taming inflation. The Bank considers

these scenarios in calculating expected credit losses in

the context of the IFRS 9.

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Macroeconomic scenarios for explanatory variables, developed for each country in the NLB Group used in 2022 (in %):

|  |  |
| --- | --- |
|  |  |
|  |  | Optimistic scenario |  |  | Baseline scenario |  |  | Severe scenario |  |
|  | 2022 | 2023 | 2024 | 2022 | 2023 | 2024 | 2022 | 2023 | 2024 |
| Slovenia |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.7 | 5.5 | 4.0 | 3.5 | 3.1 | 2.8 | 1.5 | 0.6 | 1.8 |
| Unemployment rate | 4.3 | 4.2 | 4.0 | 4.4 | 4.4 | 4.3 | 4.6 | 5.6 | 7.9 |
| Bosnia and Herzegovina |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.0 | 4.9 | 4.6 | 2.4 | 2.3 | 3.0 | (0.1) | (0.7) | 1.8 |
| Unemployment rate | 15.4 | 15.4 | 14.8 | 15.3 | 15.1 | 14.4 | 18.3 | 18.9 | 18.3 |
| Montenegro |  |  |  |  |  |  |  |  |  |
| Real GDP | 6.2 | 6.9 | 5.2 | 4.2 | 3.9 | 3.2 | 1.2 | (0.1) | 1.7 |
| Unemployment rate | 16.2 | 15.8 | 14.9 | 16.1 | 15.5 | 14.5 | 16.2 | 16.2 | 16.5 |
| North Macedonia |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.1 | 6.0 | 5.2 | 2.9 | 3.6 | 4.0 | (0.1) | 0.1 | 2.5 |
| Unemployment rate | 15.0 | 14.4 | 13.9 | 15.2 | 14.9 | 14.6 | 15.5 | 16.4 | 19.1 |
| Serbia |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.8 | 6.5 | 5.0 | 3.6 | 4.1 | 3.8 | 1.6 | 1.6 | 2.8 |
| Unemployment rate | 9.9 | 9.2 | 8.8 | 10.0 | 9.4 | 9.1 | 10.4 | 11.5 | 15.3 |
| Kosovo |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.4 | 6.5 | 5.1 | 2.8 | 3.9 | 3.5 | 0.3 | 0.9 | 2.3 |
| Unemployment rate | 23.7 | 22.9 | 22.2 | 23.6 | 22.6 | 21.8 | 23.7 | 23.3 | 23.8 |

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Risk Management

#### FinancialReport

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#### Contents

Macroeconomic scenarios for explanatory variables, developed for each country in the NLB Group used in 2023 (in %):

|  |  |
| --- | --- |
|  |  |
|  |  | Optimistic scenario |  |  | Baseline scenario |  |  | Severe scenario |  |
|  | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 | 2023 | 2024 | 2025 |
| Slovenia |  |  |  |  |  |  |  |  |  |
| Real GDP | 2.4 | 3.4 | 2.5 | 0.6 | 2.2 | 2.5 | (0.6) | 0.4 | 0.7 |
| Unemployment rate | 3.9 | 4.0 | 4.1 | 4.0 | 4.2 | 4.2 | 4.5 | 5.0 | 5.3 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |
| Bosnia and Herzegovina |  |  |  |  |  |  |  |  |  |
| Real GDP | 2.3 | 2.9 | 2.4 | 1.0 | 2.0 | 2.3 | 0.3 | 0.9 | 1.2 |
| Unemployment rate | 15.0 | 14.0 | 14.2 | 15.2 | 15.1 | 14.8 | 15.9 | 16.2 | 16.2 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |
| Montenegro |  |  |  |  |  |  |  |  |  |
| Real GDP | 6.0 | 5.5 | 3.4 | 2.6 | 3.2 | 3.2 | 0.6 | 0.1 | 0.1 |
| Unemployment rate | 13.5 | 12.2 | 12.3 | 13.7 | 13.3 | 12.9 | 14.4 | 14.4 | 14.3 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |
| North Macedonia |  |  |  |  |  |  |  |  |  |
| Real GDP | 3.6 | 4.3 | 3.3 | 1.6 | 3.0 | 3.3 | 0.3 | 1.1 | 1.4 |
| Unemployment rate | 13.7 | 12.7 | 12.8 | 13.9 | 13.7 | 13.4 | 15.3 | 16.0 | 16.3 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |
| Serbia |  |  |  |  |  |  |  |  |  |
| Real GDP | 3.3 | 4.2 | 3.6 | 1.8 | 3.1 | 3.4 | 1.1 | 2.0 | 2.3 |
| Unemployment rate | 9.4 | 8.6 | 8.7 | 9.5 | 9.2 | 9.0 | 10.2 | 10.4 | 10.6 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |
| Kosovo |  |  |  |  |  |  |  |  |  |
| Real GDP | 4.1 | 4.6 | 3.8 | 2.4 | 3.5 | 3.8 | 1.4 | 2.0 | 2.3 |
| Unemployment rate | 16.3 | 14.9 | 14.6 | 16.5 | 16.0 | 15.2 | 17.2 | 17.1 | 16.6 |
| EURIBOR (6 months) | 2.4 | 2.1 | 2.2 | 2.7 | 2.3 | 2.3 | 4.6 | 4.5 | 4.6 |

NLB Group formed three probable scenarios with an

associated probability of occurrence for forward-

looking assessment of risk provisioning in the context of

IFRS 9. IFRS 9 macroeconomic scenarios incorporate the

forward-looking and probability-weighted aspects of

ECL impairment calculation. Both features may change

when material changes in the future development of

the economy are recognised and not embedded in

previous forecasts. On this basis, for the year 2023, the

Group assigned weights of 20%-60%-20% (alternative

scenarios receiving 20% each, and the baseline

scenario 60%), with minor changes in some entities

to reflect the likelihood of relevant future economic

conditions in their environment.

Effects of changed risk parameters

The effects of the changed risk parameters on the

amount of expected credit losses are disclosed in notes

5.14. and 5.16.b).

b) Individual assessment of allowances for impaired

financial assets

NLB Group assesses impairments of financial assets

separately for all individually significant assets

classified in Stage 3. The materiality threshold is set at

a EUR 0.5 million exposure for legal entities, and EUR

0.1 million for private persons on the level of NLB, while

the Group members apply lower thresholds applicable

to their portfolio size. All other financial assets obtain

collective allowances.

The amount of loss is measured as the difference

between the asset’s carrying amount and the present

value of estimated future cash flows, which are

discounted to the estimation date. The scenario of

expected cash flows can be based on the ‘going concern’

assumption, where the cash flow from operations is

considered along with the sale of collateral that is not

crucial for future business. In the case of the ‘gone

concern’ principle, the repayments are based on

expected cash flows from the sale of collateral. The

expected payment from the collateral is calculated from

the appraised market value of the collateral, the haircut

is used as defined in the Haircut Methodology, and

discounted. Off-balance sheet liabilities are also assessed

individually and, where necessary, related allowances

are recognised as liabilities.

The carrying amount of financial assets measured at

amortised cost is reduced through an allowance account

and the loss is recognised in the income statement line

item ‘Impairment of financial assets.’ If the amount of

allowances for ECL decreases subsequently due to an

event occurring after the impairment was recognised

(e.g., repayment in the collection process exceeds the

assessed expected payment from collateral), the reversal

of the loss is recognised as a reduction in the allowance

account, and the gain is recognised in the same income

statement item. For off-balance exposures, the amount

of ECL is recognised in the statement of financial position

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in the line item ‘Provisions’ and in the income statement

in the line item ‘Provisions for credit losses.’

The ECLs for debt instruments measured at fair value

through other comprehensive income do not reduce

the carrying amount of these financial assets in the

statement of financial position, which remains at fair

value. Instead, an amount equal to the allowance that

would arise if the assets were measured at amortised

cost is recognised in other comprehensive income as an

accumulated impairment amount, with a corresponding

charge to profit or loss. The accumulated loss recognised

in other comprehensive income is recycled to the profit

or loss upon derecognition of the assets, or when the

amount of allowances for ECL decreases due to an event

occurring after the impairment was recognised.

2.14. Forborne loans

A forborne loan (or restructured financial asset) arises

as a result of a debtor’s inability to repay a debt under

the originally agreed terms, either by modifying the

terms of the original contract (via an annex) or by

signing a new contract under which the contracting

parties agree the partial or total repayment of the

original debt. When receivables from the client receive

restructuring status, the debtor must be classified in the

rating grade C or lower.

The definitions of forborne loans closely follow

definitions that were developed by the European

Banking Authority (EBA). These definitions aim to

achieve comprehensive coverage of exposures to which

forbearance measures have been extended.

The accounting treatment of forborne loans depends

on the type of restructuring. When NLB Group embarks

on a forborne loan via the modified terms of repayment

proceeding from extending the deadline for the

repayment of the principal and/or interest, and/or a

forbearance of the repayment of the principal, and/

or interest or a reduction in the interest rate, and/or

other expenses, it adjusts the carrying amount of the

forborne loan on the basis of the discounted value of

the estimated future cash flows under the modified

terms, and recognises the resulting effect in profit or

loss. In the event of the reduction of a claim against the

debtor via the reduction in the amount of the claims

as a result of a contractually agreed debt waiver and

ownership restructuring or debt to equity swap, NLB

Group derecognises the claim in the part relating to

the write-down or the contractually agreed upon debt

waiver. The new estimate of the future cash flows for

the residual claim, not yet written down, is based on an

updated estimate of the probability of loss. NLB Group

considers the debtor’s modified position, the economic

expectations, and the collateral of the forborne loan.

When NLB Group is embarking on the forborne loan by

taking possession of other assets (i.e., property, plant

and equipment; securities; and other financial assets),

including investments in the equity of debtors obtained

via debt-to-equity swaps, it recognises the acquired

assets in the statement of financial position at fair value,

recognising the difference between the fair value of the

asset and the carrying amount of the eliminated claim in

profit or loss.

Forborne exposures may be identified in both the

performing and non-performing parts of the portfolio.

Where the forborne loan is classified in the non-

performing part of the portfolio, it can be reclassified

to the performing part when exposure is no longer

considered as impaired or defaulted, when determined

amounts were repaid, when one year has passed

from the latest of the events defined (introduction of

forbearance, classification in the non-performing part,

repayment of the last overdue amount, end of the grace

period), and after the introduction of forbearance there

have been no overdue amounts or doubts concerning

the repayment of the entire exposure, under the terms

and conditions after the forbearance. The absence of

doubt is confirmed by analysis of the financial situation

of the debtor.

The forborne status is withdrawn when:

• at least a 2-year probation period has passed since the

latest of:

• the moment of extending the restructuring measures,

or

• the forborne exposure was deemed performing;

• regular payments of the principal or interest were

made, in a substantial total amount, during at least half

the probation period;

• no exposure, in the probation period, is more than 30

days in default of more than EUR 100;

• the client fulfils determined financial indicators.

In the case of a deferral of payment approved due to the

COVID-19 crisis, the probation period is extended for the

period of deferral.

2.15. Repossessed assets

In certain circumstances, assets are repossessed

following the foreclosure on loans that are in default.

Repossessed assets are initially recognised in the

financial statements at their fair value and classified in

the appropriate category according to their purpose

and are sold as soon as it is feasible in order to reduce

exposure (note 6.1.l). After initial recognition, the

repossessed assets are measured and accounted for in

accordance with the policies applicable to the relevant

asset categories. Non-financial repossessed assets

mainly represent items of real estate that NLB Group

classifies within investment properties measured in

accordance with an IAS 40 Investment property (note

2.20.), and other assets measured in accordance with

IAS 2 Inventories.

Real estate obtained as collateral from the foreclosure

of loans and receivables, classified as other assets

are initially recognised at fair value less costs to sell

(realisable value), wherein only the direct costs of

sales can be considered, but up to the amount of gross

carrying amount of foreclosed loan. At subsequent

measurement, the realisable value is verified at least

annually. Valuations of the fair value of real estate are

performed by certified real estate appraisers. The real

estate is impaired when the carrying value exceeds the

realisable value. The effect of impairment is recognised

as the impairment of other assets, and the reversal

of impairment as income from the reversal of the

impairment of other assets.

2.16. Offsetting

Financial assets and liabilities are offset, and the net

amount reported in the statement of financial position

when there is a legally enforceable right to offset the

recognised amounts, and there is an intention to settle

on a net basis, or to realise the asset and settle the

liability simultaneously.

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2.17. Sale and repurchase

#### agreements

Securities sold under sale and repurchase agreements

(repos) are retained in the financial statements, and the

counterparty liability is recognised in financial liabilities

measured at an amortised cost. Securities sold subject

to sale and repurchase agreements are reclassified in

the financial statements as pledged assets when the

transferee has the right by contract or custom to sell or

re-pledge the collateral. Securities purchased under

agreements to resell (reverse repos) are presented as

loans to other banks or customers, as appropriate.

In financial statements, the difference between the sale

and repurchase price is treated as interest and accrued

over the life of the repo agreements using the effective

interest method.

2.18. Property and equipment

All items of property and equipment are initially

recognised at cost. They are subsequently measured

at cost less any accumulated depreciation and any

accumulated impairment loss.

Each year, NLB Group assesses whether there are

indications that property and equipment may be

impaired. If any such indication exists, the recoverable

amounts are estimated. The recoverable amount is the

higher of the fair value less costs to sell and value in use.

If the recoverable amount exceeds the carrying value, the

assets are not impaired. If the carrying amount exceeds

the recoverable amount, the difference is recognised as

an impairment loss in the income statement.

Items of a largely independent property and

equipment which do not generate cash flows are

included in the cash-generating unit and later tested

for possible impairment.

Depreciation is calculated on a straight-line basis over

the assets’ estimated useful lives. The following annual

depreciation rates were applied:

|  |  |
| --- | --- |
|  |  |
| NLB Group and NLB | in % |
| Buildings | 2 – 5 |
| Leasehold improvements | 5 – 25 |
| Computers | 14.3 – 50 |
| Furniture and equipment | 10 – 33.3 |
| Motor vehicles | 12.5 – 25 |

Depreciation does not begin until the assets are

available for use.

The assets’ residual values and useful lives are reviewed

and adjusted if appropriate on each reporting date.

Gains and losses on the disposal of items of property and

equipment are determined as the difference between

the sale proceeds and their carrying amount, and are

recognised in the income statement.

Maintenance and repairs are charged to the income

statement during the financial period in which they

are incurred. Subsequent costs that increase future

economic benefits are recognised in the carrying

amount of an asset, and the replaced part, if any,

is derecognised.

2.19. Intangible assets

Intangible assets include software licenses, goodwill

(note 2.5.), and identifiable intangible assets acquired

in a business combination. Intangible assets other than

goodwill, have a finite useful life and are in the statement

of financial position stated at cost, less accumulated

amortisation and impairment losses. Amortisation is

calculated on a straight-line basis at rates designed

to write-down the cost of an intangible asset over

its estimated useful life. The core banking system is

amortised over a period of 10 years, and other software

over a period of three to five years. Amortisation does

not begin until the assets are available for use.

The identifiable intangible assets acquired in a

business combination and recognised separately from

goodwill, are recorded at fair value on the acquisition

date if the intangible asset is separable or arises from

contractual or other legal rights. After initial recognition,

intangible assets acquired in a business combination

are measured in accordance with IAS 38 Intangible

Assets. Other intangible assets acquired in a business

combination (note 5.10.) relate to core deposits and

trade name. Their useful life is assessed to be five

years. Amortisation of a trade name is calculated on a

straight-line basis, while for core deposits accelerated

amortisation is applied, since it better reflects the

pattern of the asset’s consumption.

2.20. Investment properties

Investment properties include properties held to

earn rentals, or to increase the value of a long-term

investment, rather than to be used by NLB Group.

Investment properties are carried at fair value

determined by a certified appraiser. Fair value is based

on current market prices. Any gain or loss arising from

a change in the fair value is recognised in the income

statement.

2.21. Non-current assets and

#### disposal groups classified asheld for sale

Non-current assets and disposal groups are classified

as held for sale if their carrying amount will be

recovered through a sale transaction rather than

through continuing use. This condition is deemed to

be met only when the sale is highly probable, and the

asset is available for immediate sale in its present

condition. Management must be committed to the sale,

which should be expected to qualify for recognition

as a completed sale within one year from the date of

classification. Non-current assets and disposal groups

classified as held for sale are measured at the lower of

the assets’ previous carrying amount and fair value less

costs to sell.

In the case of business combinations, NLB Group

measures an acquired non-current asset (or disposal

group) that is classified as held for sale at the acquisition

date in accordance with IFRS 5 Non-current Assets Held

for Sale and Discontinued Operations at fair value less

costs to sell.

During subsequent measurement, certain assets and

liabilities of a disposal group that are outside the scope

of IFRS 5 measurement requirements are measured

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in accordance with the applicable standards (e.g.,

deferred tax assets, assets arising from employee

benefits, financial instruments, investment property

measured at fair value, and contractual rights under

insurance contracts). Tangible and intangible assets are

not depreciated. The effects of sale and valuation are

included in the income statement as a gain or loss from

non-current assets held for sale.

Liabilities directly associated with disposal groups are

reclassified and presented separately in the statement

of financial position.

2.22. Accounting for leases

A lease is a contract, or part of a contract which creates

enforceable rights and obligations and conveys the

right to control the use of an identified asset for a

period of time in exchange for a consideration. Thus,

IFRS 16 requires determination whether a contract is, or

contains, a lease.

NLB Group as a lessee

NLB Group recognises a liability to make lease

payments and an asset representing the right to use the

underlying asset (i.e., the right-of-use asset) during the

lease term for all leases, except for short-term leases

and leases of low-value. Short-term leases are defined

as those which at the commencement date have a lease

term of 12 months or less without the option to purchase

the underlying asset. Leases of underlying assets with a

value, when new, lower, or equal to EUR 5 thousand are

defined as low value leases, and are thus recognised as

expenses on a straight-line basis over the lease term.

Right-of-use assets

At the commencement date, NLB Group measures the

right-of-use asset at cost. The cost of right-of-use assets

consists of the amount of lease liabilities recognised,

the initial direct costs incurred, an estimate of costs to

be incurred by the lessee in dismantling and removing

the underlying asset to the condition required by the

terms and conditions of the lease and lease payments

made at or before the commencement date less any

lease incentives received. After the commencement date,

NLB Group measures the right-of-use asset using a cost

model (the asset is measured at cost, reduced by any

accumulated depreciation and impairment losses, and

adjusted for any remeasurement of lease liabilities) and

recognises depreciation of the right-of-use assets on a

straight-line basis over the lease term, and (separately)

interest on the lease liabilities. In the statement of

financial position, right-of-use assets are presented in

the line item ‘Property and equipment.’

Lease liabilities

At the commencement date, NLB Group measures the

lease liability at the present value of the lease payments

that are not paid at that date. The lease payments

consist of fixed payments, variable lease payments that

depend on an index or a rate, amounts expected to

be paid under residual value guarantees, the exercise

price of a purchase option if there exists a reasonable

certainty for it to be exercised, and payments of

penalties for terminating the lease if the lease term

reflects exercising the option to terminate. Subsequently

(after the commencement date), NLB Group measures

the lease liability by:

• increasing the carrying amount to reflect interest on the

lease liability;

• reducing the carrying amount to reflect the lease

payments made;

• remeasuring the carrying amount to reflect any

reassessment or lease modifications.

In the statement of financial position, lease liabilities are

presented in line item ‘Other financial liabilities.’

NLB Group as a lessor

Payments under operating leases are recognised

as income on a straight-line basis over the period of

the lease. Assets leased under operating leases are

presented in the statement of financial position as

investment property or as property and equipment.

NLB Group classifies a lease as a finance lease when the

risks and rewards incidental to ownership of a leased

asset lie with the lessee. When assets are leased under

a finance lease, the present value of the lease payments

is recognised as a receivable. Income from finance lease

transactions is amortised over the lifetime of the lease

using the interest rate implicit in the lease. Finance lease

receivables are recognised at an amount equal to the

net investment in the lease, /including the unguaranteed

residual value and any initial direct costs of the lessor.

Sale-and-leaseback transactions

NLB Group also enters into sale-and-leaseback

transactions (in which NLB Group is primarily a

lessor) under which the leased assets are purchased

from, and then leased back to the lessee. These

contracts are classified as finance leases or operating

leases, depending on the contractual terms of the

leaseback agreement.

Leases recognised in a business combination

In most leases acquired in business combinations,

the acquiree is the lessee. For such leases, NLB Group

applies the IFRS 16 initial measurement provisions

(with exceptions for leases with remaining term of 12

months or less and low value leases), and recognises the

acquired lease liability as if the lease contract was a new

lease at the acquisition date. The right-of-use asset is

measured at an amount equal to the recognised liability.

There are no favourable or unfavourable terms of the

leases relative to market terms, which would require the

adjustment of the right-of-use assets.

2.23. Cash and cash equivalents

For the purpose of the statement of cash flows, cash

and cash equivalents comprise cash and balances with

central banks and other demand deposits at banks, loans

to banks and debt securities not held for trading with an

original maturity of up to three months. Cash and cash

equivalents are disclosed under the cash flow statement.

2.24. Borrowings, deposits, and

#### issued debt securities withcharacteristics of debt

Loans and deposits received and issued debt securities

are initially recognised at fair value. Borrowings are

subsequently measured at the amortised cost. The

difference between the value at initial recognition and

the final value is recognised in the income statement as

interest expenses, applying the effective interest rate.

Repurchased own debt is disclosed as a reduction of

liabilities in the statement of financial position. The

difference between the book value and the price at

which own debt was repurchased is disclosed in the

income statement.

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2.25. Other issued financial

#### instruments withcharacteristicsof equity

Upon initial recognition, other issued financial

instruments are classified in part or in full as equity

instruments if the contractual characteristics of the

instruments are such that NLB Group must classify

them as equity instruments in accordance with IAS 32

Financial Instruments: Presentation. An issued financial

instrument is only considered an equity instrument if that

instrument does not represent a contractual obligation

for payment.

Issued financial instruments with characteristics of

equity are recognised in equity in the statement of

financial position. Transaction costs incurred for issuing

such instruments are deducted from retained earnings.

The corresponding interest is recognised directly in

retained earnings.

The carrying value of an issued financial instrument

with characteristics of equity is presented in the

statement of changes in equity in the line item ‘Other

Equity Instruments.’

2.26. Provisions

Provisions are recognised when NLB Group has a

present legal or constructive obligation as a result

of past events, and it is probable that an outflow of

resources embodying economic benefits will be required

to settle the obligation, and a reliable estimate of

the amount of the obligation can be made. They are

recognised in the amount that is the best estimate of the

expenditure required to settle the present obligation at

the end of the reporting period. When the effect of the

time value of money is material, NLB Group determines

the level of provisions by discounting the expected

cash flows at a pre-tax rate reflecting the current rates

specific to the liability.

2.27. Contingent liabilities and

#### commitments

Financial and non-financial guarantees

Financial guarantees are contracts that require the

issuer to make specific payments to reimburse the

holder for a loss it incurs because a specific debtor fails

to make payments when due, in accordance with the

terms of debt instruments. Such financial guarantees are

given to banks, financial institutions, and other bodies

on behalf of the customer to secure loans, overdrafts,

and other banking facilities.

The issued guarantees covering non-financial

obligations of the clients represent the obligation of

the Bank (guarantor) to pay if the client fails to perform

certain works in accordance with the terms of the

commercial contract.

Financial and non-financial guarantees are initially

recognised at fair value, which is usually evidenced by

the fees received. The fees are amortised to the income

statement over the contract term using the straight-line

method. NLB Group’s liabilities under guarantees are

subsequently measured at the greater of:

• the initial measurement, less amortisation calculated to

recognise fee income over the period of guarantee; or

• ECL provisions as set out in note 2.13.

Documentary letters of credit

Documentary (and standby) letters of credit constitute

a written and irrevocable commitment of the issuing

(opening) bank on behalf of the issuer (importer) to

pay the beneficiary (exporter) the value set out in the

documents by a defined deadline:

• if the letter of credit is payable on sight; and

• if the letter of credit is payable for deferred payment, the

bank will pay according to the contractual agreement

when and if the beneficiary (exporter) presents the bank

with documents that are in line with the conditions and

deadlines set out in the letter of credit.

A commitment may also take the form of a letter

of credit confirmation, which is usually done at the

request or authorisation of the issuing (opening)

bank and constitutes a firm commitment by the

confirming bank, in addition to that of the issuing bank,

which independently assumes a commitment to the

beneficiary under certain conditions.

Other contingent liabilities and commitments

Other contingent liabilities and commitments represent

undrawn loan commitments to extend credit, uncovered

letters of credit, and other commitments.

The nominal contractual values of guarantees, letters

of credit, and undrawn loan commitments where the

loan agreed to be provided is on market terms, are not

recognised in the statement of financial position.

Contingent liabilities recognised in a business

combination

A contingent liability recognised in a business

combination is initially measured at its fair value and

is recognised in the statement of financial position in

the line item ‘Provisions.’ After initial recognition, it is

measured at the higher of:

• the amount that would be recognised in accordance

with IAS 37 Provisions, Contingent Liabilities and

Contingent Assets; or

• the amount initially recognised less, if appropriate, the

cumulative amount of income recognised in accordance

with the principles of IFRS 15 Revenue from Contracts

with Customers. This requirement does not apply to

contracts accounted for in accordance with IFRS 9.

2.28. Taxes

Income tax expenses comprises current and deferred

income tax.

Current corporate income tax in NLB Group is calculated

on taxable profits at the applicable tax rate in the

respective jurisdiction. Income tax rates within NLB

Group ranges from 9 to 32%. The corporate income tax

rate for 2023 in Slovenia was 19% (2022: 19%). According

to Reconstruction, Development and Provision of

Financial Resources Act, the corporate income tax rate is

increased to 22% from 2024 to 2028.

Current and deferred taxes are recognised in profit or

loss, except to the extent that they relate to a business

combination or taxes related to effects recognised

directly in equity (deferred tax related to the fair value

re-measurement of financial assets measured at fair

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value through other comprehensive income, cash flow

hedges, and actuarial gains and losses on defined

benefit pension plans is charged or credited directly to

other comprehensive income).

Deferred income tax is calculated using the balance

sheet liability method for temporary differences arising

between the tax bases of assets and liabilities, and their

carrying amounts for financial reporting purposes.

Deferred tax assets are recognised if it is probable

that future taxable profit will be available in the

foreseeable future against which the temporary

differences can be utilised.

Deferred tax assets and liabilities are measured at

tax rates enacted or substantively enacted at the end

of the reporting period that are expected to apply to

the period when the asset is realised, or the liability is

settled. At each reporting date, NLB Group reviews the

carrying amount of deferred tax assets and assesses

future taxable profits against which temporary taxable

differences can be utilised.

Deferred tax assets for temporary differences arising

from impairments of investments in subsidiaries,

associates and joint ventures are recognised only to the

extent that it is probable that:

• the temporary differences will be reversed in the

foreseeable future; and

• taxable profit will be available.

NLB Group recognises a deferred tax liability for

all taxable temporary differences associated with

investments in subsidiaries to the extent that NLB is

able to control the timing of reversal of the temporary

differences and that it is probably that the temporary

differences will reverse in the foreseeable future. As NLB

controls the dividend policy of its subsidiaries, NLB Group

recognised the deferred tax liability on withholding tax

payable on future planned dividend pay-out.

In the case of business combination, deferred tax

balances are recognised if related to temporary

differences and carry-forwards of an acquiree that exist

at the acquisition date, or if they arise as a result of the

acquisition. Income taxes are measured in accordance

with IAS 12 Income Taxes.

Slovenian tax law does not set deadlines by which

uncovered tax losses must be utilised.

A tax on financial services is a tax on fees, paid for

prescribed financial services rendered (financial services,

exempt from value-added tax (with the exception of

securities transactions) and the services of insurance

brokers and agents), paid in Slovenia. The tax rate is 8.5%

(2022: 8.5%) and the tax is paid monthly. Given that the tax

on financial services is classified as a sales tax, it reduces

accrued revenues in the financial statements.

2.29. Fiduciary activities

NLB Group provides asset management services to

its clients. Assets held in a fiduciary capacity are not

reported in NLB Group’s financial statements as they do

not represent assets of NLB Group. Fee and commission

income and expenses relating to fiduciary activities are

generally recognised in the income statement when the

service has been provided (see also note 2.10.). Fee and

commission income charged for this type of service is

broken down by items in note 4.3.b). Further details on

transactions managed on behalf of third parties are

disclosed in note 5.25.

Based on the requirements of Slovenian legislation, NLB

Group has, in note 5.25., additionally disclosed the assets

and liabilities on accounts used to manage financial

assets from fiduciary activities, i.e., information related

to the receipt, processing, and execution of orders and

related custody activities.

2.30. Employee benefits

Employee benefits include:

• short-term employee benefits (such as salary,

compensations, annual holiday allowance, separation

allowance, and non-monetary benefits);

• reimbursement of commuting costs, meal allowance,

compensation for use of own resources;

• retirement indemnity bonuses (post-employment

benefits);

• other employment benefits (jubilee long-service

benefits, voluntary supplementary pension insurance);

• variable remuneration.

Short-term employee benefits are recognised in the

period to which they relate and included in the income

statement line item ‘Administrative expenses.’ Among

others, they include the payment of contributions for

pension and disability insurance, which according to

Slovenian local legislation (for employer) amount to

8.85% of the gross salaries.

According to legislation, employees retire after they

fulfil certain conditions and are entitled to a lump-sum

severance payment. Employees are also entitled to a

long-service bonus for every 10 years of service in NLB.

These obligations are measured at the present value of

future cash outflows considering future salary increases

and other conditions, and then apportioned to past and

future employee service based on the benefit plan’s

terms and conditions.

Service costs are included in the income statement in

the line item ‘Administrative expenses’ as defined benefit

costs, while interest expenses on the defined benefit

liability are recognised in the line item ‘Interest and

similar expenses.’ These interest expenses represent

the change during the period in the defined benefit

liability that arises from the passage of time. For post-

employment benefits, actuarial gains and losses

from the effect of changes in actuarial assumptions

and experience adjustments (differences between

the realised and expected payments) are recognised

in other comprehensive income under the line item

‘Actuarial Gains/(Losses) on Defined Benefit Pensions

Plans,’ and will not be recycled to the income statement.

Actuarial gains and losses that relate to other

employment benefits are recognised in the income

statement as defined benefit costs. In the statement of

financial position, liabilities for short-term employee

benefits are included in the line item ‘Other liabilities,’

while liabilities for post-employment benefits and other

employment benefits (jubilee long-service benefits) are

included in the line item ‘Provisions.’

In the case of a business combination employee benefits

are recognised and measured in accordance with IAS 19

Employee Benefits, i.e., not at fair value.

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2.31. Share-based payment

#### transactions

Cash-settled share-based payment transactions

If certain conditions are met, members of the

Management Board and employees performing special

work (i.e., those who can significantly impact the risk

profile of the Group in the scope of their tasks and

activities) receive part of their variable remuneration

in the form of financial instruments, whose value is

linked to the value of NLB share. Upon expiration of the

legally prescribed period (up to five years), beneficiaries

receive cash payments depending on the value of a

NLB share. The first contracts, including share-based

payment transactions, were concluded in the second

quarter of 2022.

In the statement of financial position, a liability is

recognised in the line item ‘Financial liabilities measured

at fair value through profit or loss.’ Its fair value is

measured initially and at each reporting date up to and

including the settlement date, with changes in fair value

recognised in the income statement line item ‘Gains less

losses from financial liabilities measured at fair value

through profit or loss.’

Equity-settled share-based payment transactions

NLB Group does not have any equity-settled share-

based payment transactions.

2.32. Share capital

Dividends on ordinary shares

Dividends on ordinary shares are recognised in

equity in the period in which they are approved by

NLB’s shareholders.

Treasury shares

If NLB or another member of NLB Group purchases NLB

shares, the consideration paid is deducted from the total

shareholders’ equity as treasury shares. If such shares

are subsequently sold, any consideration received is

included in equity. If NLB shares are purchased by NLB

itself or other NLB Group entities, NLB creates reserves

for treasury shares in equity.

Share issue costs

Costs directly attributable to the issue of new shares

are recognised in equity as a reduction in the share

premium account.

2.33. Segment reporting

Operating segments are reported in a manner

consistent with internal reporting to the Management

Board of the Bank, which is the executive body that

makes decisions regarding the allocation of resources

and assesses the performance of a specific segment.

Transactions between organisational units (OUs) are

managed under normal operating conditions. Interest

income among individual OUs in the parent bank (NLB)

and N Banka is allocated using a fund transfer pricing

method and shown within the net interest income of

each OU. Net non-interest income is allocated to the

OU that actually provides the service that generates

income. Direct costs are attributed to the segment

that is directly related to the provided service, and

indirect costs (costs which service centres provide for

profit centres) are attributed to the segment for which

the service is provided, whereas overhead costs are

allocated according to general keys. External net income

is the net income of NLB Group from the consolidated

income statement. Income tax is not allocated between

segments. Analysis by segment for NLB Group is

presented in note 7.

In accordance with IFRS 8, NLB Group has the following

reportable segments: Retail Banking in Slovenia,

Corporate and Investment Banking in Slovenia, Strategic

Foreign Markets, Financial Markets in Slovenia, Non-

core members, and Other Activities.

2.34. Critical accounting estimates

#### and judgments in applyingaccounting policies

NLB Group’s financial statements are influenced by

accounting policies, assumptions, estimates, and

management’s judgment. NLB Group makes estimates

and assumptions that affect the reported amounts of

assets and liabilities within the next financial year. All

estimates and assumptions required in conformity with

the IFRS are best estimates undertaken in accordance

with the applicable standard. Estimates and judgments

are evaluated on a continuing basis, and are based

on past experience and other factors, including

expectations with regard to future events.

a) Allowances for expected credit losses on loans

and advances

NLB Group monitors and checks the quality of the

loan portfolio at the individual and portfolio levels to

continuously estimate the necessary allowances for ECL.

NLB Group creates individual allowances for individually

significant financial assets attributed to Stage 3. Such

an assignment is based on information regarding the

fulfilment of contractual obligations or other financial

difficulties of the debtor, and other important facts.

Individual assessments are based on the expected

discounted cash flows from operations and/or the

assessed expected payment from collateral.

Allowances are assessed collectively for financial assets

assigned to Stage 1 or 2, or for financial assets in Stage 3

with exposure below the materiality threshold. The ECL

in this group of assets are estimated based on expected

value of risk parameters combining the historic

movements with the future macroeconomic predictions

for three separate scenarios. The models used to

estimate future risk parameters are validated and back-

tested on a regular basis to make the loss estimations as

realistic as possible.

NLB Group applies 3 different macroeconomic scenarios

to collectively assess the allowances for credit risk:

optimistic, baseline, and severe scenario. The key features

of each scenario are described in note 2.13.a) Forward-

looking information. Recognised allowances represent a

weighted average of the results of the three scenarios.

In terms of credit risk parameters, the scenarios differ

in the level of default rates (transfer of assets from

performing to non-performing status) and loss rates (the

% of exposure that will not be repaid in case of default

occurrence). Applying a 100% probability on each of the

scenario provides an overview of severity or optimism

reflected in the two remaining scenarios.

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The results for NLB Group show the following deviations

of the severe and optimistic scenario from the baseline

as at 31 December 2023:

|  |  |  |  |
| --- | --- | --- | --- |
|  | Optimistic  scenario | Baseline  scenario | Severe  scenario |
|  |
| Level of  collective allowances | 91% | 100% | 137% |
|  |
|  |

The result shows that the optimistic scenario would

result in 91% of the baseline provisions, while the severe

scenario and its conservative assumptions lead to an

increase of 37% compared to the baseline.

b) Fair value of financial instruments

The fair values of financial investments traded on the

active market are based on current bid prices (financial

assets) or offer prices (financial liabilities).

The fair values of financial instruments that are not

traded on the active market are determined by using

valuation models. These include a comparison with

recent transaction prices, the use of a discounted cash

flow model, valuation based on comparable entities,

and other frequently used valuation models. These

valuation models at their best estimate reflect current

market conditions at the measurement date, which

may not be representative of market conditions either

before or after the measurement date. Management

reviewed all applied models as at the reporting date

to ensure they appropriately reflect current market

conditions, including the relative liquidity of the market

and the applied credit spread. Changes in assumptions

regarding these factors could affect the reported fair

values of financial instruments held for trading, and

financial assets measured at fair value through other

comprehensive income.

The fair values of derivative financial instruments are

determined on the basis of market data (mark-to-

market), in accordance with NLB Group’s methodology

for the valuation of financial instruments. The market

exchange rates, interest rates, yield, and volatility curves

used in valuations are based on the market snapshot

principle. Market data are saved daily at 4 p.m., and later

used for the calculation of the fair values (market value,

NPV) of financial instruments. NLB Group applies market

yield curves for valuation, and fair values are additionally

adjusted for credit risk of the counterparty.

The fair value hierarchy of financial instruments is

disclosed in note 6.5.

c) Impairment of investments in subsidiaries,

associates and joint ventures

The process of identifying and assessing the impairment

of investments in subsidiaries, associates and joint

ventures is inherently uncertain, as the forecasting of

cash flows requires the significant use of estimates,

which themselves are sensitive to the assumptions used.

The review of impairment represents management’s

best estimate of the facts and assumptions such as:

• Future cash flows from individual investments present

the estimated cash flow for periods for which adopted

business plans are available. For core members,

estimated cash flows are based on a five-year business

plan. For non-core members, estimated cash flows

are based on a period in line with the strategy of

divestment. The business plans of individual entities are

based on an assessment of future economic conditions

that will impact an individual member’s business and

the quality of the credit portfolio;

• The growth rate in cash flows for the period following

the adopted business plan is between 2.8 and 4.0%;

• The target capital adequacy ratio of an individual bank

is between 14 and 17%;

• The discount rate derived from the capital asset

pricing model that is used to discount future cash

flows is based on the cost of equity allocated to an

individual investment. The discount rate reflects the

impact of a range of financial and economic variables,

including the risk-free rate and risk premium. The value

of variables used is subject to fluctuations outside

management’s control. The pre-tax discount rate is

between 10.2 and 20.25% (31 December 2022: between

13.1 and 22.2%).

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d) Employee benefits

Liabilities for certain employee benefits are calculated

by an independent actuary. The main assumptions

included in the actuarial calculation are as follows:

|  |  |
| --- | --- |
|  |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Actuarial assumptions |  |  |  |  |
| Discount factor | 3.6% - 8.0% | 3.1% - 8.3% | 4.0% | 3.1% |
| Wage growth based on inflation, promotions, and wage growth based on past years of service | 2.4% - 13.4% | 2.3% - 14.2% | 2.4% - 8.0% | 3.0% - 7.0% |
| Other assumptions |  |  |  |  |
| Number of employees eligible for benefits | 7,177 | 7,154 | 2,519 | 2,369 |

A sensitivity analysis of significant actuarial assumptions

for post-employment benefit:

|  |  |
| --- | --- |
|  |  |
| 31 Dec 2023 |  | NLB Group |  |  |  | NLB |  |  |
|  | Discount rate | | Future salary increases | | Discount rate | | Future salary increases | |
|  | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. |
| Impact on provisions for employee benefits |  |  |  |  |  |  |  |  |
| - post-employment benefits (in %) | (4.4) | 4.8 | 4.8 | (4.5) | (4.2) | 4.5 | 4.5 | (4.2) |

|  |  |
| --- | --- |
|  |  |
| 31 Dec 2022 |  | NLB Group |  |  |  | NLB |  |  |
|  | Discount rate | | Future salary increases | | Discount rate | | Future salary increases | |
|  | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. | +0.5 p.p. | -0.5 p.p. |
| Impact on provisions for employee benefits |  |  |  |  |  |  |  |  |
| - post-employment benefits (in %) | (4.7) | 5.0 | 5.1 | (4.8) | (4.5) | 4.8 | 4.9 | (4.7) |

Individual analysis is done by changing one assumption

for +/- 0.5 percentage points, while all other

assumptions stay the same.

The breakdown of actuarial gains and losses for post-

employment benefit by causes:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Actuarial gains and losses due to changed financial assumptions | (470) | 4,093 | 614 | 1,759 |
| Actuarial gains and losses due to changes in demographic assumptions | 141 | - | - | - |
| Actuarial gains and losses due to experience | (115) | (62) | (26) | 289 |
| Total actuarial gains and losses for the year | (444) | 4,031 | 588 | 2,048 |

The weighted average duration of liabilities in years:

|  |  |
| --- | --- |
|  |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Post-employment benefit | 9.6 - 20.9 | 11.1 - 22.0 | 10.9 | 11.1 |

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e) Taxes

NLB Group operates in countries governed by different

laws. The deferred tax assets recognised as at 31

December 2023 are based on profit forecasts and

take the expected manner of recovery of the assets

into account. Changes in assumptions regarding

the likely manner of recovering assets or changes in

profit forecasts can lead to the recognition of currently

unrecognised deferred tax assets or derecognition

of previously created deferred tax assets. If profit

projections used for estimation of the amount of

deferred tax assets which are expected to be reversed

in the foreseeable future (i.e., within five years) would

change by 10%, the estimated amount of deferred tax

assets would change by approximately EUR 10.7 million

(notes 4.15. and 5.17.).

2.35. Implementation of the new and

#### revised International FinancialReporting Standards

During the current year, NLB Group adopted all new

and revised standards and interpretations issued by the

International Accounting Standards Board (hereinafter:

‘the IASB’) and the International Financial Reporting

Interpretations Committee (hereinafter: ‘the IFRIC’), and

that are endorsed by the EU that are effective for annual

accounting periods beginning on 1 January 2023.

Accounting standards and amendments to existing

standards effective for annual periods beginning on

1 January 2023 that were endorsed by the EU and

adopted by NLB Group

• IAS 1 (amendment) – Presentation of Financial

Statements and IFRS Practice Statement 2 – Disclosure

of Accounting policies is effective for annual periods

beginning on or after 1 January 2023. The amendments

to IAS 1 require companies to disclose their material

accounting policy information rather than their

significant accounting policies. The amendments to

IFRS Practice Statement 2 provide guidance on how

to apply the concept of materiality to accounting

policy disclosures. There was no impact on NLB Group

financial statements.

• IAS 8 (amendment) – Accounting policies, Changes

in Accounting Estimates and Errors: Definition of

Accounting Estimates is effective for annual periods

beginning on or after 1 January 2023. The amendments

clarify how companies should distinguish changes

in accounting policies from changes in accounting

estimates. That distinction is important because

changes in accounting estimates are applied

prospectively only to future transactions and other

future events, but changes in accounting policies

are generally also applied retrospectively to past

transactions and other past events. There was no

impact on NLB Group financial statements.

Insurance Contracts is effective for annual periods

beginning on or after 1 January 2023. The new

standard provides a comprehensive principle-based

framework for the measurement and presentation of

all insurance contracts. The new standard will replace

IFRS 4 Insurance Contracts and requires insurance

contracts to be measured using current fulfilment

cash flows, and for revenue to be recognised – as the

service is provided over the coverage period. The

additionally issued amendments to IFRS 17 simplify

some requirements and explanation of financial

performance, and provide additional transition reliefs

to reduce the complexity of applying standard for the

first time. There was no impact on NLB Group financial

statements.

related to Assets and Liabilities arising from a Single

Transaction is effective for annual periods beginning

on or after 1 January 2023. IAS 12 specifies how a

company accounts for income tax, including deferred

tax, which represents tax payable or recoverable in

the future. In specified circumstances, companies

are exempt from recognising deferred tax when they

recognise assets or liabilities for the first time. The

amendments clarify that the exemption does not apply

and that companies are required to recognise deferred

tax on such transactions. There was no impact on NLB

Group financial statements.

Tax Reform – Pillar Two Model Rules is effective for

annual periods beginning on or after 1 January 2023.

The amendments to IAS 12 introduce a temporary

exception from accounting for deferred taxes arising

from the implementation of the OECD Pillar Two Model

Rules. Applying the exception, an entity does not

recognise deferred tax assets and liabilities related

to the OECD Pillar Two income taxes. It also does not

disclose any information about these deferred tax

assets and liabilities. In periods in which Pillar Two

legislation is enacted or substantively enacted, but not

yet in effect, an entity is required to disclose known or

reasonably estimable information that helps users of

financial statements understand the entity’s exposure

to Pillar Two income taxes arising from that legislation.

NLB Group has disclosed impact on financial

statements in note 4.15.

Accounting standards and amendments to existing

standards that were endorsed by the EU, but not

adopted early by NLB Group

New and revised accounting standards and

interpretations endorsed by the EU that are not

mandatory for annual accounting periods beginning

on 1 January 2023, were not adopted early by NLB

Group. These standards and amendments are not

expected to have a material impact on the consolidated

financial statements of NLB Group in the future reporting

periods and on foreseeable future transactions.

NLB Group plans to adopt the accounting standards

and amendments listed below for reporting periods

commencing on or after the effective date.

• IAS 1 (amendment and deferral of effective date) –

Presentation of Financial Statements: Classification

of Liabilities as Current or Non-current

is effective for

annual periods beginning on or after 1 January 2024.

The amendments clarify that liabilities are classified

as either current or non-current, depending on the

rights that exist at the end of the reporting period.

Classification is unaffected by the expectations of the

entity or events after the reporting date. The amendment

also clarifies what IAS 1 means when it refers to the

‘settlement’ of a liability. NLB Group does not expect an

impact on the financial statements.

• IAS 1 (amendment) –

Presentation of Financial

Statements: Non-current Liabilities with Covenants

is effective for annual periods beginning on or after

1 January 2024. The amendments improved the

information an entity provides when its right to defer

settlement of a liability for at least 12 months is subject

to compliance with covenants. The amendments

also responded to stakeholders’ concerns about the

classification of such a liability as current or non-

current. NLB Group does not expect an impact on the

financial statements.

• IFRS 17 (new standard including amendments) –

• IAS 12 (amendment) – Income Taxes: Deferred Tax

• IAS 12 (amendment) – Income taxes: International

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#### FinancialReport

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• IFRS 16 (amendment) –

Leases: Lease Liability

in a Sale and Leaseback

is effective for annual

periods beginning on or after 1 January 2024. The

amendments affect only the subsequent measurement

of lease liabilities arising from a sale and leaseback

transaction with variable lease payments, which

occurred from the date of initial application of IFRS

16 and for which the seller-lessee’s accounting policy

differs from the requirements specified in these

amendments. NLB Group does not expect an impact

on the financial statements.

Accounting standards and amendments to existing

standards, but not endorsed by the EU

• IAS 7 (amendment) –

Statement of Cash Flows

and IFRS

7

(amendment)

– Financial Instruments: Disclosures:

Supplier Finance Arrangements

is effective for annual

periods beginning on or after 1 January 2024. The

amendments add a disclosure objective to IAS 7 stating

that an entity is required to disclose information about

its supplier finance arrangements that enables users

of financial statements to assess the effects of those

arrangements on the entity’s liabilities and cash flows,

and the entity’s exposure to liquidity risk. Supplier

finance arrangements are characterised by one or

more finance providers offering to pay amounts an

entity owes its suppliers and the entity agreeing to

pay according to the terms and conditions of the

arrangements at the same date as, or a date later

than, suppliers are paid. The amendments note that

arrangements that are solely credit enhancements

for the entity or instruments used by the entity to

settle directly with a supplier the amounts owed are

not supplier finance arrangements. Meanwhile, the

amendments to IFRS 7 require from an entity to disclose

a description of how it manages the liquidity risk

resulting from financial liabilities. The amendments

include as an additional factor whether the entity

has accessed, or has access to, supplier finance

arrangements that provide the entity with extended

payment terms or the entity’s suppliers with early

payment terms. NLB Group does not expect an impact

on the financial statements.

• IAS 21 (amendment) –

The Effects of Changes in Foreign

Exchange Rates: Lack of Exchangeability

is effective for

annual periods beginning on or after 1 January 2025.

The amendments clarify how an entity should assess

whether a currency is exchangeable and how it should

determine a spot exchange rate when exchangeability

is lacking. A currency is exchangeable when an entity

is able to exchange that currency for another currency

through market or exchange mechanisms that create

enforceable rights and obligations without undue delay

at the measurement date and for a specified purpose.

If a currency is not exchangeable at the measurement

date, the entity is required to estimate the spot exchange

rate as the rate that would have applied to an orderly

exchange transaction between market participants

at the measurement date under prevailing economic

conditions, and disclose expected affects to the entity’s

financial statements. NLB Group does not expect an

impact on the financial statements.

3. Changes in thecomposition of theNLB Group

Changes in 2023

Capital changes:

• In January 2023, NLB Lease&Go, leasing, d.o.o.,

Ljubljana increased share capital in the form of a cash

contribution in the amount of EUR 2,100 thousand in

company Zastava Istrabenz Lizing, d.o.o., Beograd.

Ownership interest increased from 95.20% to 99%.

In January 2023, the company was renamed to ‘NLB

Lease&Go leasing d.o.o. Beograd.’

• In June 2023, NLB Lease&Go, leasing, d.o.o., Ljubljana

increased share capital in the form of a cash

contribution in the amount of EUR 1,195 thousand

in company NLB Lease&Go leasing d.o.o. Beograd.

Ownership interest increased from 99% to 99.30%.

• In September 2023, NLB Komercijalna banka a.d.

Beograd increased share capital in the form of a cash

contribution in the amount of EUR 767 thousand in

company KomBank Invest a.d. Beograd.

• In September 2023, NLB Lease&Go, leasing, d.o.o.,

Ljubljana and NLB Banka a.d., Skopje increased

share capital in the form of a cash contribution in the

total amount of EUR 1,571 thousand in company NLB

Lease&Go, d.o.o. Skopje.

• In December 2023, NLB Komercijalna banka a.d.

Beograd increased share capital in the form of a cash

contribution in the amount of EUR 3,804 thousand

in company NLB Lease&Go leasing d.o.o. Beograd.

After that, NLB Lease&Go, leasing, d.o.o., Ljubljana

ownership of NLB Lease&Go leasing d.o.o. Beograd

is 50.73%, meanwhile, NLB Komercijalna banka a.d.

Beograd ownership of NLB Lease&Go leasing d.o.o.

Beograd is 48.91%.

Other changes:

• In April 2023, after merging with REAM d.o.o., Beograd,

subsidiary SPV 2 d.o.o., Beograd ceased to exist. All its

assets and liabilities were transferred to REAM d.o.o.,

Beograd which become after merger its universal

legal successor.

• In May 2023, NLB Group sold its subsidiary Tara Hotel

d.o.o. Budva (note 5.12.c).

• In July 2023, a purchase agreement was signed for the

sale of NLB Group`s subsidiary Optima Leasing d.o.o.,

Zagreb – u likvidaciji. The transfer of the ownership was

entered into Register of Companies on 13 September

2023 (note 5.12.b).

• In August 2023, NLB received an authorisation of the

ECB for the merger of the N Banka. On 1 September

2023, with entry of the merger in the Register of

Companies, the process of legal merger of N Banka

with NLB was closed. As at the date of the merger, N

Banka ceased to exist as an independent legal entity,

and NLB as a universal successor, took over all of its

rights and obligations (note 5.12.d).

• In September 2023, NLB Leasing d.o.o., Beograd – u

likvidaciji was liquidated. In accordance with the court

order, the company was removed from the court register.

• In September 2023, after cross boarder merging with

S-REAM d.o.o., Ljubljana, subsidiary REAM d.o.o,

Zagreb ceased to exist. All its assets and liabilities were

transferred to S-REAM d.o.o., Ljubljana, which become

after merger its universal legal successor.

• On 30 November 2023, NLB concluded a purchase

agreement for the acquisition of a 100% stake in the

company SLS HOLDCO d.o.o., the parent company of

Summit Leasing Slovenija d.o.o. and its subsidiaries

from funds managed by affiliates of Apollo Global

Management, Inc. and the European Bank for

Reconstruction and Development. The purchase price

for the mentioned deal is equal to the book value of

Summit Leasing with an additional small mark-up.

Completion of the transaction depends on obtaining

regulatory approvals and approvals from competent

authorities/institutions for the protection of competition

and is expected in the second half of 2024.

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Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

Changes in 2022

Capital changes:

• In March 2022, in accordance with Resolution and

Compulsory Winding-Up of Banks Act, NLB became

an owner of 100% shares of Sberbank banka d.d.,

Ljubljana. The purchase price for the bank was EUR

5,109 thousand and was fully paid in cash (note 5.12.e).

At the General Meeting of Shareholders of Sberbank

banka d.d., Ljubljana, held in April 2022, a decision was

made to rename Sberbank banka d.d., Ljubljana to ‘N

Banka d.d., Ljubljana.’

• In March 2022, Komercijalna banka a.d. Beograd

bought 2.90% of all ordinary shares in the amount of

EUR 19,047 thousand of treasury shares from dissenting

shareholders, which Komercijalna banka a.d. Beograd

should dispose of within 12 months of their takeover.

• In April 2022, NLB established IT services company

named ‘NLB DigIT d.o.o., Beograd.’

• In May 2022, NLB acquired an additional 442,799

ordinary shares of NLB Komercijalna banka a.d.

Beograd and combined with existing shareholding

reached the ownership of 90.2155% of the basic capital

and 91.7294% of shares with voting rights. The increase

in capital investment was recognised in the amount of

EUR 15,715 thousand.

• In July 2022, NLB successfully squeezed out the

remaining shareholders of NLB Komercijalna banka

a.d. Beograd and thereby became the owner of 100%

of this Serbian bank. Prior to the squeeze-out process,

NLB owned 90.2155% of share capital and 91.7294% of

voting rights. Through the squeeze-out process, NLB

acquired 1,528,110 regular shares and 316,260 preferred

shares with a total value of EUR 61,865 thousand.

• In September 2022, an increase in share capital in the

form of a cash contribution in the amount of EUR 306

thousand in NLB Lease&Go, leasing, d.o.o., Ljubljana

for the purpose of achieving NLB Group’s leasing

strategy.

• In September 2022, NLB Lease&Go, leasing, d.o.o.,

Ljubljana (51%) and NLB Banka a.d., Skopje (49%)

established the financial company named ‘NLB Liz&Go

d.o.o. Skopje.’ In December 2022, the company was

renamed to ‘NLB Lease&Go d.o.o. Skopje.’

• In November 2022, NLB Lease&Go, leasing, d.o.o.,

Ljubljana became an owner of 95.20% of financial

company ‘Zastava Istrabenz Lizing, d.o.o., Beograd.’

The purchase price for the company was EUR 1,036

thousand and was fully paid in cash (note 5.12.f). In

January 2023, the company was renamed to ‘NLB

Lease&Go leasing d.o.o. Beograd.’

• In December 2022, an increase in share capital in the

form of a cash contribution in the amount of EUR 2,100

thousand in NLB Lease&Go, leasing, d.o.o., Ljubljana

for the purpose of achieving NLB Group’s leasing

strategy.

• In December 2022, an increase in share capital in the

form of a cash contribution in the amount of EUR 21,130

thousand in S-REAM d.o.o., Ljubljana for the purpose of

consolidation of real estate companies in Slovenia.

Other changes:

• After obtaining all regulatory licenses, as well as by

registering the merger with the Business Registers

Agency, the integration process of Komercijalna

banka a.d. Beograd and NLB Banka a.d., Beograd,

was successfully completed. From 30 April 2022, the

bank operates under the new name NLB Komercijalna

banka a.d. Beograd. Based on the merger of NLB

Banka a.d., Beograd to Komercijalna banka a.d.

Beograd as the acquirer, NLB Komercijalna banka a.d.

Beograd is its universal legal successor.

• In November 2022, NLB Komercijalna banka a.d.

Beograd sold its 23.97% ownership interest in NLB

Banka a.d., Podgorica to NLB.

• In December 2022, NLB sold its 100% ownership

interest in PRO-REM d.o.o., Ljubljana – v likvidaciji to

S-REAM d.o.o., Ljubljana.

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#### BusinessReport

Strategy

Risk Factors &

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Sustainability

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Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

4. Notes to the income statement

4.1. Interest income and expenses

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| Analysis by type of assets and liabilities |  |  |  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Interest and similar income |  |  |  |  |
| Interest income calculated using the effective interest method | 952,875 | 558,826 | 477,154 | 217,881 |
| Financial assets measured at fair value through |  |  |  |  |
|  | 38,645 | 38,840 | 9,184 | 11,215 |
| other comprehensive income |  |  |  |  |
| Securities measured at amortised cost | 36,886 | 16,791 | 24,237 | 11,431 |
| Deposits with banks and central banks | 130,829 | 12,067 | 122,807 | 10,868 |
| Loans and advances to banks measured at amortised cost | 21,616 | 3,770 | 9,584 | 6,106 |
| Loans and advances to customers at amortised cost | 724,899 | 483,392 | 311,342 | 174,543 |
| Negative interest | - | 3,966 | - | 3,718 |
| Other interest and similar income | 40,530 | 10,950 | 21,184 | 4,081 |
| Financial assets held for trading | 6,213 | 3,732 | 6,459 | 3,352 |
| Non-trading financial assets mandatorily at |  |  |  |  |
|  | 48 | 48 | 417 | 166 |
| fair value through profit or loss |  |  |  |  |
| Derivatives - hedge accounting | 14,529 | 559 | 14,308 | 559 |
| Finance leases | 18,959 | 6,607 | - | - |
| Other | 781 | 4 | - | 4 |
| Total | 993,405 | 569,776 | 498,338 | 221,962 |
|  |  |  |  |  |
| Interest and similar expenses |  |  |  |  |
| Interest expenses calculated using the effective interest method | 148,034 | 53,086 | 115,779 | 34,166 |
| Deposits from banks and central banks | 3,372 | 795 | 6,914 | 692 |
| Borrowings from banks and central banks | 1,880 | 1,236 | 712 | 617 |
| Due to customers | 68,784 | 19,464 | 36,266 | 5,116 |
| Borrowings from other customers | 1,515 | 939 | - | - |
| Subordinated liabilities | 35,155 | 12,737 | 35,155 | 12,737 |
| Debt securities issued | 36,579 | 8,183 | 36,579 | 8,183 |
| Lease liabilities (note 5.11.a) | 728 | 431 | 132 | 28 |
| Negative interest | 21 | 9,301 | 21 | 6,793 |
| Other interest and similar expenses | 12,037 | 11,768 | 9,993 | 10,769 |
| Derivatives - hedge accounting | 4,470 | 7,468 | 4,444 | 7,468 |
| Financial liabilities held for trading | 5,595 | 3,497 | 5,191 | 3,144 |
| Interest expenses on defined employee benefits (note 2.30., 5.16.c) | 668 | 374 | 330 | 144 |
| Other | 1,304 | 429 | 28 | 13 |
| Total | 160,071 | 64,854 | 125,772 | 44,935 |
|  |  |  |  |  |
| Net interest income | 833,334 | 504,922 | 372,566 | 177,027 |

The line item ‘Negative interest’ classified under the

line item ‘Interest income calculated using the effective

interest method’ in 2022 mainly includes the interest from

targeted longer-term refinancing operations (TLTRO) in

the amount of EUR 3,902 thousand for NLB Group and

EUR 3,677 thousand for NLB (note 5.15.b).

The line item ‘Negative interest’ classified under the line

item ‘Interest expenses calculated using the effective

interest method’ in 2022 includes the interest from

deposits with banks and central banks in the amount

of EUR 8,746 thousand for NLB Group and EUR 6,238

thousand for NLB. It also includes interest from deposits

with financial organisations in the amount of EUR 186

thousand for NLB Group and NLB, and interest from

securities with a negative yield in the amount of EUR 369

thousand for NLB Group and NLB.

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Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Financial assets measured at fair value through  other comprehensive income | 116 | 173 | - | - |
| - related to investments held at the end of reporting period | 116 | 173 | - | - |
| Investments in subsidiaries | - | - | 144,930 | 55,244 |
| Investments in associates and joint ventures | - | - | 275 | 754 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 53 | 69 | 53 | 46 |
| Total | 169 | 242 | 145,258 | 56,044 |

4.3. Fee and commission income and expenses

a) Fee and commission income and expenses relating to activities of NLB Group and NLB

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Fee and commission income |  |  |  |  |
| Fee and commission income relating to financial |  |  |  |  |
|  |  |  |  |  |
| instruments not at fair value through profit or loss |  |  |  |  |
| Credit cards and ATMs | 130,460 | 113,358 | 50,094 | 44,476 |
| Customer transaction accounts | 93,527 | 89,277 | 53,355 | 52,120 |
| Other fee and commission income |  |  |  |  |
| Payments | 88,334 | 94,035 | 24,977 | 24,005 |
| Investment funds | 32,994 | 29,640 | 9,916 | 9,034 |
| Agency of insurance products | 13,425 | 10,511 | 9,679 | 7,973 |
| Other services | 10,381 | 17,336 | 3,816 | 11,019 |
| Total fee and commission income from contracts with customers | 369,121 | 354,157 | 151,837 | 148,627 |
| Guarantees | 17,954 | 16,417 | 9,577 | 8,418 |
| Total | 387,075 | 370,574 | 161,414 | 157,045 |
| Fee and commission expenses |  |  |  |  |
| Fee and commission expenses relating to financial |  |  |  |  |
| instruments not at fair value through profit or loss |  |  |  |  |
| Credit cards and ATMs | 91,543 | 78,291 | 33,387 | 28,390 |
| Other fee and commission expenses |  |  |  |  |
| Payments | 13,169 | 13,812 | 1,351 | 1,148 |
| Insurance for holders of personal accounts and gold cards | 1,516 | 1,335 | 888 | 841 |
| Investment banking | 4,627 | 4,036 | 679 | 944 |
| Guarantees | 1,691 | 1,713 | 1,598 | 1,580 |
| Other services | 4,314 | 5,594 | 606 | 917 |
| Total | 116,860 | 104,781 | 38,509 | 33,820 |
| Net fee and commission income related to banking activities | 270,215 | 265,793 | 122,905 | 123,225 |

4.2. Dividend income

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b) Fee and commission income and expenses relating to fiduciary activities

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Fee and commission income related to fiduciary activities |  |  |  |  |
| Receipt, processing, and execution of orders | 1,661 | 1,928 | 1,546 | 1,657 |
| Management of financial instruments portfolio | 1,724 | 1,601 | - | - |
| Initial or subsequent underwriting and/or placing of financial |  |  |  |  |
|  | 228 | 143 | 228 | 143 |
| instruments without a firm commitment basis |  |  |  |  |
| Custody and similar services | 6,027 | 5,150 | 5,842 | 5,426 |
| Management of clients‘ account of non-materialised securities | 1,942 | 1,696 | 1,942 | 1,696 |
| Safe-keeping of clients‘ financial instruments | 75 | 34 | - | - |
| Advice to companies on capital structure, business |  |  |  |  |
| strategy, and related matters and advice, and services | 9 | 473 | 9 | 473 |
| relating to mergers and acquisitions of companies |  |  |  |  |
| Total | 11,666 | 11,025 | 9,567 | 9,395 |
|  |  |  |  |  |
| Fee and commission expenses related to fiduciary activities |  |  |  |  |
| Fee and commission related to Central Securities |  |  |  |  |
|  | 3,844 | 3,374 | 3,847 | 3,377 |
| Clearing Corporation and similar organisations |  |  |  |  |
| Fee and commission related to stock exchange and similar organisations | 76 | 94 | 76 | 94 |
| Total | 3,920 | 3,468 | 3,923 | 3,471 |
|  |  |  |  |  |
| Net fee income related to fiduciary activities | 7,746 | 7,557 | 5,644 | 5,924 |
|  |  |  |  |  |
| Total fee and commission income a) and b) | 398,741 | 381,599 | 170,981 | 166,440 |
| Total fee and commission expenses a) and b) | 120,780 | 108,249 | 42,432 | 37,291 |
|  |  |  |  |  |
| Total net fee and commission a) and b) | 277,961 | 273,350 | 128,549 | 129,149 |

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Risk Management

#### FinancialReport

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#### Contents

c) Analysis of fee and commission income and expenses by type and by segments

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |  |
|  |  |  |  | NLB Group |  |  |  |  |
| 2023 | Retail Banking  in Slovenia | Corporate and  Investment  Banking in  Slovenia | Strategic  Foreign  Markets | Financial  Markets in  Slovenia | Non-Core  Members | Other  activities | Intercompany  relations | Total |
|  |
|  |
|  |
|  |
|  |
|  |
| Fee and commission income |  |  |  |  |  |  |  |  |
| Fee and commission income relating to financial  instruments not at fair value through profit or loss | 84,170 | 22,043 | 117,756 | 125 | - | 14 | (121) | 223,987 |
|  |
| Other fee and commission | 71,260 | 23,400 | 71,358 | 493 | 46 | 2,763 | (12,520) | 156,800 |
| Total fee and commission income from contracts with customers |  |  |  |  |  |  |  |  |
| Guarantees | 120 | 10,361 | 7,545 | 35 | - | 13 | (120) | 17,954 |
| Total | 155,550 | 55,804 | 196,659 | 653 | 46 | 2,790 | (12,761) | 398,741 |
|  |  |  |  |  |  |  |  |  |
| Fee and commission expenses | (41,434) | (15,593) | (72,547) | (2,727) | (122) | (1,118) | 12,761 | (120,780) |
| Total | (41,434) | (15,593) | (72,547) | (2,727) | (122) | (1,118) | 12,761 | (120,780) |
|  |  |  |  |  |  |  |  |  |
| Net fee and commission income | 114,116 | 40,211 | 124,112 | (2,074) | (76) | 1,672 | - | 277,961 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |  |
|  |  |  |  | NLB Group |  |  |  |  |
| 2022 | Retail Banking  in Slovenia | Corporate and  Investment  Banking in  Slovenia | Strategic  Foreign  Markets | Financial  Markets in  Slovenia | Non-Core  Members | Other  activities | Intercompany  relations | Total |
|  |
|  |
|  |
|  |
|  |
|  |
| Fee and commission income |  |  |  |  |  |  |  |  |
| Fee and commission income relating to financial  instruments not at fair value through profit or loss | 76,956 | 19,022 | 106,491 | 635 | - | 11 | (480) | 202,635 |
|  |
| Other fee and commission | 71,481 | 29,072 | 70,320 | 687 | 182 | 2,132 | (11,327) | 162,547 |
| Total fee and commission income from contracts with customers |  |  |  |  |  |  |  |  |
| Guarantees | 120 | 9,365 | 7,014 | 32 | - | - | (114) | 16,417 |
| Total | 148,557 | 57,459 | 183,825 | 1,354 | 182 | 2,143 | (11,921) | 381,599 |
|  |  |  |  |  |  |  |  |  |
| Fee and commission expenses | (35,312) | (13,907) | (65,087) | (3,012) | (184) | (2,668) | 11,921 | (108,249) |
| Total | (35,312) | (13,907) | (65,087) | (3,012) | (184) | (2,668) | 11,921 | (108,249) |
|  |  |  |  |  |  |  |  |  |
| Net fee and commission income | 113,245 | 43,552 | 118,738 | (1,658) | (2) | (525) | - | 273,350 |

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4.4. Gains less losses from financial assets and liabilities

not measured at fair value through profit or loss

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Debt instruments measured at fair value through |  |  |  |  |
| other comprehensive income |  |  |  |  |
| - gains | 94 | 96 | 2 | - |
| - losses | (836) | (1,764) | (836) | (316) |
| Debt instruments measured at amortised cost |  |  |  |  |
| - gains | - | 3,269 | - | 1 |
| - losses | - | (735) | - | (735) |
| Total | (742) | 866 | (834) | (1,050) |

Sales of debt instruments measured at amortised cost in

2022 were made due to increase in credit risk.

4.5. Gains less losses from financial assets and liabilities held for trading

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Foreign exchange trading |  |  |  |  |
| - gains | 35,774 | 43,213 | 12,308 | 19,388 |
| - losses | (7,394) | (13,988) | (7,299) | (11,465) |
| Debt instruments |  |  |  |  |
| - gains | 188 | 237 | 134 | 195 |
| - losses | (28) | (175) | (28) | (175) |
| Derivatives |  |  |  |  |
| - currency | 2,462 | 3,636 | (1,512) | 2,768 |
| - interest rate | 1,182 | 512 | (4,014) | 605 |
| - securities | 3 | 16 | 3 | 16 |
| Total | 32,187 | 33,451 | (408) | 11,332 |

Interest income from financial assets held for trading is

included in the income statement line item ‘Interest and

similar income’ and interest expenses from financial

liabilities held for trading in line item ‘Interest and similar

expenses’ (note 4.1.).

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4.6. Gains less losses from non-trading financial assets mandatorily

at fair value through profit or loss

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Equity securities |  |  |  |  |
| - gains | 2,667 | 3,481 | 1,901 | 2,699 |
| - losses | (985) | (3,162) | (712) | (1,925) |
| Debt securities |  |  |  |  |
| - gains | 122 | 70 | - | - |
| - losses | (44) | (299) | - | - |
| Loans and advances to customers |  |  |  |  |
| - gains | 24 | - | 1,256 | (2,225) |
| Total | 1,784 | 90 | 2,445 | (1,451) |

Interest income from non-trading financial assets

mandatorily at fair value through profit or loss is

included in the income statement line item ‘Interest and

similar income’ (note 4.1.)

4.7. Foreign exchange translation gains less losses

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Financial assets and liabilities not measured as |  |  |  |  |
|  | (2,549) | (95) | 3,232 | (1,980) |
| at fair value through profit or loss |  |  |  |  |
| Financial assets measured at fair value through profit or loss | (7) | (11) | (7) | (11) |
| Other | (222) | 403 | (222) | 403 |
| Total | (2,778) | 297 | 3,003 | (1,588) |

.

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4.8. Other net operating income

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Other operating income |  |  |  |  |
| Income from non-banking services | 7,933 | 6,952 | 6,862 | 6,367 |
| - cash transportation | 3,455 | 3,327 | 3,481 | 3,383 |
| - operating leases of movable property | 2,133 | 1,252 | 485 | 475 |
| - IT services | 221 | 254 | 1,249 | 1,020 |
| - other | 2,124 | 2,119 | 1,647 | 1,489 |
| Rental income from investment property | 1,755 | 2,912 | 359 | 459 |
| Revaluation of investment property to fair value (note 5.9.) | 617 | 3,766 | 223 | 85 |
| Sale of investment property | 427 | 2,450 | 17 | 393 |
| Other operating income | 6,676 | 7,366 | 2,915 | 2,912 |
| Total | 17,408 | 23,446 | 10,376 | 10,216 |
| Other operating expenses |  |  |  |  |
| Donations | 12,008 | 1,535 | 11,564 | 3,597 |
| Expenses related to issued service guarantees | 545 | 451 | 545 | 451 |
| Revaluation of investment property to fair value (note 5.9.) | 1,734 | 674 | 41 | 1 |
| Other operating expenses | 7,813 | 4,008 | 2,232 | 1,756 |
| Total | 22,100 | 6,668 | 14,382 | 5,805 |
| Other net operating income | (4,692) | 16,778 | (4,006) | 4,411 |

The line item ‘Donations,’ classified under the ‘Other

operating expenses’ in year 2023 also include donations

of NLB for floods mitigation in Slovenia to municipalities

in the total amount of EUR 4,000 thousand, and to the

Budget of the Republic of Slovenia to a particular budget

line to raise funds to recover the consequences of the

August floods in the amount of EUR 5,000 thousand.

Other operating expenses mainly include expenses

associated with the changes in proportional deduction

of VAT, licences, penalties and damages.

Other operating income mainly include reimbursement

of costs and taxes and income from sale of gold.

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4.9. Administrative expenses

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Employee costs |  |  |  |  |
| Gross salaries, compensations, and other short-term benefits | 252,731 | 230,277 | 118,962 | 104,278 |
| Defined contribution scheme | 17,424 | 16,343 | 8,225 | 7,217 |
| Social security contributions | 12,612 | 11,404 | 6,864 | 6,002 |
| Defined benefit expenses (note 5.16.c) | (602) | (365) | (279) | (207) |
| Post-employment benefits | (1,134) | (82) | (452) | (38) |
| Other employee benefits | 532 | (283) | 173 | (169) |
| Total | 282,165 | 257,659 | 133,772 | 117,290 |
| Other general and administrative expenses |  |  |  |  |
| Material | 6,672 | 6,091 | 1,624 | 1,529 |
| Services | 46,735 | 47,053 | 26,824 | 24,748 |
| Intellectual services | 18,385 | 20,393 | 9,768 | 9,932 |
| Costs of supervision | 4,942 | 5,422 | 2,806 | 3,325 |
| Costs of other services | 23,408 | 21,238 | 14,250 | 11,491 |
| Other tax expenses | 4,454 | 4,096 | 1,040 | 956 |
| Membership fees and similar | 903 | 833 | 359 | 322 |
| Business travel | 1,684 | 1,230 | 561 | 326 |
| Marketing | 17,373 | 15,340 | 9,213 | 7,916 |
| Buildings and equipment | 32,680 | 33,092 | 15,290 | 15,230 |
| Electricity | 8,285 | 10,212 | 4,307 | 5,740 |
| Rents and leases | 3,012 | 2,079 | 526 | 273 |
| Maintenance costs | 9,370 | 8,846 | 4,977 | 4,335 |
| Costs of security | 5,952 | 6,181 | 2,203 | 1,935 |
| Insurance for tangible assets | 656 | 689 | 152 | 156 |
| Other costs related to buildings and equipment | 5,405 | 5,085 | 3,125 | 2,791 |
| Technology | 43,093 | 32,735 | 23,100 | 16,349 |
| Maintenance of software and hardware | 22,527 | 15,792 | 10,232 | 6,140 |
| Licences | 12,612 | 9,725 | 8,829 | 6,760 |
| Data assets and subscription costs | 3,267 | 3,022 | 2,157 | 1,876 |
| Other technology costs | 4,687 | 4,196 | 1,882 | 1,573 |
| Communications | 12,490 | 11,146 | 4,567 | 4,423 |
| Postal services | 4,868 | 4,043 | 2,814 | 2,612 |
| Telecommunication and internet | 5,141 | 4,717 | 558 | 649 |
| Other communication costs | 2,481 | 2,386 | 1,195 | 1,162 |
| Other general and administrative costs | 4,374 | 3,611 | 2,057 | 1,776 |
| Total | 170,458 | 155,227 | 84,635 | 73,575 |
| Total administrative expenses | 452,623 | 412,886 | 218,407 | 190,865 |
| Number of employees | 7,982 | 8,228 | 2,554 | 2,418 |

Costs of other services include costs for cash transport,

archiving costs, costs for certification agency and

e-business, and other attorneys and notaries

services costs.

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In the table below are presented expenses related to the

services of the statutory auditor:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| External audit services |  |  |  |  |
| Audit of annual report | 944 | 750 | 333 | 275 |
| Other audit services | 28 | 412 | 28 | 287 |
| Total | 972 | 1,162 | 361 | 562 |

The contractual amount of remuneration of auditor for

audit of annual report (without VAT, predefined costs

and inflation, if exceeds 3% in individual state of the NLB

Group member) in 2023 in the NLB Group amounted to

EUR 757 thousand of which in NLB EUR 341 thousand.

Additionally, to the services included in the

paragraph

above, the statutory auditor in 2023 performed

also other assurance services in the amount of

EUR 343 thousand (

Group

: EUR

350

thousand) and non-

assurance services in the amount of EUR 7 thousand

(

Group

: EUR

17

thousand), both related to the issuance

of bonds. Amounts are presented without VAT. Payment

was included in the calculation of the effective interest

rate on the instrument issued. In 2023 and 2022,

the statutory auditor did not perform any other

non-audit services.

Tax on banks’ balance sheets

For the years 2024-2028 tax on banks’ balance sheets

was introduced in Slovenia. The yearly tax liability is

estimated to be more than EUR 30 million.

4.10. Cash contributions to resolution funds and deposit guarantee schemes

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Cash contributions to deposit guarantee schemes | 36,946 | 33,884 | 9,686 | 7,614 |
| Cash contributions to resolution funds | 2,147 | 2,260 | 1,697 | 2,099 |
| Total | 39,093 | 36,144 | 11,383 | 9,713 |

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4.11. Depreciation and amortisation

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Amortisation of intangible assets (note 5.10.) | 16,402 | 15,757 | 7,528 | 5,769 |
| Depreciation of property and equipment: |  |  |  |  |
| - own property and equipment (note 5.8.b) | 24,832 | 22,941 | 10,508 | 10,260 |
| - right-of-use assets (note 5.11.a) | 7,998 | 8,692 | 1,421 | 972 |
| Total | 49,232 | 47,390 | 19,457 | 17,001 |

4.12. Gains less losses from modification of financial assets

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |  |
|  | 2023 | | | | 2022 | | | |
| NLB Group | 12-month  expected  credit  losses | Lifetime  ECL not  credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit  losses | Lifetime  ECL not  credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |
|  |
|  |
|  |
|  |
| Financial assets modified during the period |  |  |  |  |  |  |  |  |
| Amortised cost before modification | 510,682 | 4,141 | 4,145 | 518,968 | 1,046 | 1,361 | 698 | 3,105 |
| Net modification gains/(losses) | (16,043) | (123) | (105) | (16,271) | (56) | 5 | 25 | (26) |

The majority of modification loss of financial assets in

2023 refers to the Decision on temporary measures

for banks in relation to housing loans to natural

persons, which limited the interest rates of housing

loans in Serbia.

The loss represents the difference between the balance

of the loan on the modification date and the discounted

value of the cash flows of the modified repayment plans

using the original effective interest rate.

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
| NLB Group | 31 Dec 2023 | 31 Dec 2022 |
| Financial assets modified since initial recognition |  |  |
| Gross carrying amount of financial assets for which loss allowance has  changed to 12-month measurement during the period | 775 | - |

4.13. Provisions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Provisions for credit losses | (5,055) | 3,050 | (3,074) | (282) |
| Guarantees and commitments (note 5.16.b) | (5,055) | 3,050 | (3,074) | (282) |
| Provisions for other liabilities and charges | 25,925 | 5,932 | 14,422 | 2,325 |
| Restructuring provisions (note 5.16.d) | 3,654 | 10,325 | 3,800 | - |
| Provisions for legal risks (note 5.16.e) | 7,280 | 1,645 | (2,678) | 125 |
| Other provisions (note 5.16.f) | 14,991 | (6,038) | 13,300 | 2,200 |
| Total | 20,870 | 8,982 | 11,348 | 2,043 |

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4.14. Impairment charge

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Impairment of financial assets |  |  |  |  |
| Cash balances at central banks, and other demand deposits at banks | (504) | (6,600) | 110 | 10 |
| Loans and advances to banks measured at amortised cost (note 5.14.a) | 23 | 67 | (80) | 34 |
| Loans and advances to individuals measured at amortised cost (note 5.14.a) | 37,632 | 17,140 | 15,689 | 13,523 |
| Loans and advances to other customers measured  at amortised cost (note 5.14.a) | (41,396) | (2,629) | (4,254) | (4,744) |
| Debt securities measured at fair value through  other comprehensive income (note 5.14.b) | (7,054) | 3,870 | (5,058) | 5,826 |
| Debt securities measured at amortised cost (note 5.14.b) | 1,749 | 474 | 672 | 161 |
| Other financial assets measured at amortised cost (note 5.14.a) | 2,833 | 2,132 | 589 | 158 |
| Total impairment of financial assets | (6,717) | 14,454 | 7,668 | 14,968 |
| Impairment of investments in subsidiaries, associates and joint ventures |  |  |  |  |
| Investments in subsidiaries | - | - | (96,876) | (22,685) |
| Investments in associates and joint ventures | - | - | (241) | (88) |
| Total | - | - | (97,117) | (22,773) |
| Impairment of other assets |  |  |  |  |
| Property and equipment (note 5.8.b) | 47 | 1,620 | - | - |
| Other assets | (100) | 3,813 | 3 | 6 |
| Total | (53) | 5,433 | 3 | 6 |
| Total impairment of non-financial assets | (53) | 5,433 | (97,114) | (22,767) |
| Total impairment | (6,770) | 19,887 | (89,446) | (7,799) |

Impairment of financial assets in 2022 includes EUR

8,900 thousand of 12-month expected credit losses for

Stage 1 financial assets, acquired through a business

combination (note 5.12.e). Of that, EUR 8,894 thousand

relates to financial assets measured at amortised cost,

EUR 5 thousand to financial assets measured at fair

value through other comprehensive income, and EUR 1

thousand to cash balances at central banks and other

demand deposits at banks.

Impairment of debt securities measured at amortised

cost in 2022 relates mainly to impairment of Russian

sovereign debt, which was sold in February 2023

(note 5.4.).

In 2023, NLB released impairments related to equity

investments in subsidiaries and an associate in total

amount of EUR 97,847 thousand (2022: EUR 23,388

thousand). Release of impartments in subsidiaries was

due to increase in their estimated recoverable amounts.

The recoverable amounts have been calculated based

on value in use, determining by discounting the future

cash flows expected to be generated from holding the

investments. The values assigned to the key assumptions

represent management’s assessment of future trends in

the relevant sectors and have been based on historical

data from both internal and external sources (discount

rate from 10.2% to 20.25%; growth rate from 2.8% to 4%;

target capital adequacy ratio between 14% and 17%).

Details of the assumptions used in the estimates are

presented in note 2.34.c).

In 2023, NLB impaired equity investment in non-core

subsidiary in amount of EUR 730 thousand (2022: EUR

615 thousand), which is included in the amount in the line

item ‘Investments in subsidiaries.’

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4.15. Income tax

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Current income tax | 66,072 | 26,753 | 25,210 | 5,992 |
| Deferred income tax (note 5.17.) | (50,982) | (1,523) | (60,751) | (1,524) |
| Total | 15,090 | 25,230 | (35,541) | 4,468 |

Reconciliations of differences from the amount of tax

determined by applying the Slovenian statutory tax rate

and reconciliation of effects:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 2023 |  | 2022 |  | 2023 |  | 2022 |  |
| Profit before tax | 578,413 |  | 483,063 |  | 478,746 |  | 164,070 |  |
| Tax calculated at prescribed rate of 19% | 109,898 | 19.0% | 91,782 | 19.0% | 90,962 | 19.0% | 31,173 | 19.0% |
| Tax effect of: |  |  |  |  |  |  |  |  |
| Income not subject to tax | (13,180) | -2.3% | (45,621) | -9.4% | (45,966) | -9.6% | (14,548) | -8.9% |
| Non-deductible expenses | 10,572 | 1.8% | 7,332 | 1.5% | 3,130 | 0.7% | 1,605 | 1.0% |
| Utilization of previously non-deductible expenses | (16,034) | -2.8% | (3,370) | -0.7% | (2,578) | -0.5% | (3,370) | -2.1% |
| Tax reliefs | (3,324) | -0.6% | (4,132) | -0.8% | (3,301) | -0.7% | (2,792) | -1.7% |
| Use of previously unrecognised tax losses | (22,266) | -3.8% | (5,022) | -1.0% | (21,898) | -4.6% | (4,641) | -2.8% |
| Unrecognised deferred tax assets on current period tax losses | 14,218 | 2.4% | 487 | 0.1% | - | - | - | - |
| Recognition of previously unrecognised deferred tax on tax losses | (46,697) | -8.1% | - | - | (46,697) | -9.8% | - | - |
| Recognition of previously unrecognised deferred |  |  |  |  |  |  |  |  |
|  | (1,918) | -0.3% | (4,688) | -1.0% | (1,918) | -0.4% | (4,688) | -2.9% |
| tax on deductible temporary differences |  |  |  |  |  |  |  |  |
| Changes in deferred taxes due to the increase of tax rate | (13,491) | -2.3% | - | - | (13,544) | -2.8% | - | - |
| Effect of different tax rates in other countries | (18,636) | -3.2% | (12,963) | -2.7% | - | - | - | - |
| Withholding tax for which no tax credit was available | 6,920 | 1.2% | 1,617 | 0.3% | 6,920 | 1.4% | 1,617 | 1.0% |
| Deferred tax liability on undistributed profits | 9,626 | 1.7% | - | - | - | - | - | - |
| Adjustment to tax in respect of prior years | 50 | - | (282) | -0.1% | (3) | - | - | - |
| Other | (648) | -0.1% | 90 | - | (648) | -0.1% | 112 | 0.1% |
| Total | 15,090 | 2.6% | 25,230 | 5.2% | (35,541) | -7.4% | 4,468 | 2.7% |

Each member of NLB Group (disclosed in note 5.12.a) is

taxable as required by local tax legislation. Income tax

rates within NLB Group ranges from 9 to 32%.

A tax rate of 19% was applied in Slovenia in 2023 (2022:

19%). For the years 2024-2028 the rate in Slovenia will

be 22%.

The effect of income not subject to tax of NLB in 2023,

related to:

• dividends in 2023 amounted EUR 26,219 thousand (2022:

EUR 10,116 thousand). They are based on non-taxable

dividend income in 2023 which amounts to EUR 137,994

thousand (2022: EUR 53,242 thousand).

• release of impairments of equity investments in 2023

amounted to EUR 18,591 thousand (2022: EUR 4,444

thousand). They are based on non-taxable income

from release of impairments of equity investments in

2023 in amount of EUR 97,847 thousand (2022: EUR

23,388 thousand).

The effect of income not subject to tax of NLB Group for

2022 mostly relates to the gain from a bargain purchase

of N Banka, and amounted to EUR 32,834 thousand

(non-taxable income in 2022 amounts to EUR 172,810

thousand).

NLB recognised deferred tax assets accrued on the

basis of temporary differences in an amount that, given

future profit estimates, is expected to be reversed in the

foreseeable future (i.e., within five years). Due to some

uncertainties regarding external factors (regulatory

environment, market situation, etc.), a lower range of

expected outcomes was considered for the purposes of

deferred tax assets calculation.

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Based on a highly successful year in 2023 and

substantially increased profit projections for the

upcoming 5 years, NLB increased recognised deferred

tax assets for EUR 56,668 thousand in 2023. The

increased amount consists of recognition of previously

unrecognised deferred tax on tax losses in the amount

of EUR 46,697 thousand, recognition of previously

unrecognised deferred tax on deductible temporary

differences (tax non-deductible impairments of non-

core equity investments) in the amount of EUR 1,681

thousand, and recognition of unrecognised deferred tax

assets for valuation of financial instruments which was

recognised in other comprehensive income in amount of

EUR 8,290 thousand.

Deferred tax assets were also increased by EUR 14,924

thousand due to an increase of the tax rate to 22% for

the next 5 years (2024 to 2028), of which EUR 13,544

thousand was recognised in the income statement, and

EUR 1,380 thousand in other comprehensive income.

In 2023, NLB recognised deferred tax assets on all

temporary differences (non-recognised deferred tax

assets on temporary differences in 2022 are disclosed in

note 5.17. Deferred Income tax). The deferred tax assets

for tax losses in 2023 are recognised in the amount

that takes into account other recognised deferred

tax assets, reaches the total amount of deferred tax

assets, for which a reversal is expected within five

years (in 2022 deferred tax assets for tax loses were not

recognised, due to the consideration of the total amount

of recognised deferred tax assets). The deferred tax

assets with respect to which simultaneously deferred

tax liabilities are recognised are excluded from this

calculation (e.g., deferred tax assets for temporary non-

deductible expenses for impairment of debt securities

measured at fair value through other comprehensive

income and deferred tax assets related to fair value

hedge accounting).

NLB Group members did not recognise deferred tax

assets for tax losses if there is uncertainty about whether

the tax losses can be utilised, because it is not probable

that future taxable profits will be available against which

the deferred tax assets can be utilised. The majority

of the impact of unrecognised deferred tax assets on

current period tax losses

for 2023 relates to the tax

loss of a non-strategic subsidiary that realised tax loss

due to the utilisation of previously tax non-deductible

expenses for impairments in the subsidiary, which was

divested in 2023.

Deferred tax liability related to undistributed profits

includes withholding tax which shall be paid in the year

2024 on projected dividends.

The tax authorities may audit operations of NLB Group

entities. In general, tax inspection, which may result in

the emergence of additional tax liability, default interest,

and penalties, may be initiated at any time within four

to six years from the date of tax statement or from the

year in which tax should have been assessed. NLB is

not aware of any circumstances that could give rise to a

potential material tax liability in this respect.

NLB has a special tax status at the Financial

Administration of the Republic of Slovenia (FURS).

The purpose of the status is to establish cooperation

between FURS and the taxpayers, with the aim of

encouraging voluntary compliance and reduce

administrative burdens on financial supervision. FURS

cooperates with NLB and responds quickly to resolve

NLB’s tax compliance issues, which reduces NLB’s tax

risks and uncertain tax positions.

Global minimum tax

The Minimum Tax Act was adopted in Slovenia in

December 2023, providing a global minimum tax for

multinational and large domestic groups. It is expected

that the parent company NLB will be liable to pay

the top-up tax concerning subsidiaries in non-EU

jurisdictions that have a statutory tax rate below 15%

and have not enacted the new legislation on Global

minimum tax in domestic legislation. Based on first

estimates for the year 2024, we expect that the tax

liability will amount to approximately EUR 4 million.

However, since the newly enacted legislation in Slovenia

is only effective from 1 January 2024, there is no current

tax impact for the year 2023.

The NLB Group applied a mandatory temporary

exception from the requirements of IAS 12, according to

which information on deferred tax assets and liabilities

related to Global minimum tax are not recognised.

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4.16. Earnings per share

Earnings per share are calculated by dividing the net

profit by the weighted average number of ordinary

shares in issue, less treasury shares.

Diluted earnings per share are the same as basic

earnings per share for NLB Group and NLB, since

subordinated bonds and other issued debt securities

have no future conversion options, and consequently

there are no dilutive potential ordinary shares.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Net profit attributable to the owners of  the parent (in EUR thousands) | 550,700 | 446,862 | 514,287 | 159,602 |
|  |
| Weighted average number of ordinary shares (in thousands) | 20,000 | 20,000 | 20,000 | 20,000 |
| Basic earnings per share (in EUR per share) | 27.5 | 22.3 | 25.7 | 8.0 |
| Diluted earnings per share (in EUR per share) | 27.5 | 22.3 | 25.7 | 8.0 |

5. Notes to the statement of financial position

5.1. Cash, cash balances at central banks, and other demand deposits at banks

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Balances and obligatory reserves with central banks | 5,435,460 | 4,536,526 | 4,077,399 | 3,104,442 |
| Cash | 470,902 | 489,197 | 181,735 | 180,483 |
| Demand deposits at banks | 198,489 | 246,815 | 59,365 | 54,456 |
|  | 6,104,851 | 5,272,538 | 4,318,499 | 3,339,381 |
| Allowance for impairment | (1,290) | (1,173) | (467) | (357) |
| Total | 6,103,561 | 5,271,365 | 4,318,032 | 3,339,024 |

Slovenian banks are required to maintain a compulsory

reserve with the Bank of Slovenia relative to the volume

and structure of their customer deposits. Other banks in

NLB Group maintain a compulsory reserve in accordance

with local legislation. NLB and other banks in NLB Group

fulfil their compulsory reserve deposit requirements.

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5.2. Financial instruments held for trading

a) Financial assets held for trading

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Derivatives, excluding hedging instruments |  |  |  |  |
| Swap contracts | 13,867 | 16,169 | 16,135 | 16,274 |
| - currency swaps | 3,687 | 743 | 3,712 | 849 |
| - interest rate swaps | 10,180 | 15,426 | 12,423 | 15,425 |
| Options | 1,249 | 2,312 | 1,249 | 2,312 |
| - interest rate options | 1,229 | 2,295 | 1,229 | 2,295 |
| - securities options | 20 | 17 | 20 | 17 |
| Forward contracts | 602 | 2,904 | 573 | 2,903 |
| - currency forward | 602 | 2,904 | 573 | 2,903 |
| Total derivatives | 15,718 | 21,385 | 17,957 | 21,489 |
| Securities |  |  |  |  |
| Treasury bills | - | 203 | - | 203 |
| Total securities | - | 203 | - | 203 |
| Total | 15,718 | 21,588 | 17,957 | 21,692 |
| - quoted securities | - | 203 | - | 203 |
| of these debt instruments | - | 203 | - | 203 |

The notional amounts of derivative financial instruments

are disclosed in note 5.24.b).

b) Financial liabilities held for trading

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Derivatives, excluding hedging instruments |  |  |  |  |
| Swap contracts | 11,139 | 15,903 | 15,440 | 16,535 |
| - currency swaps | 2,035 | 1,550 | 4,216 | 1,963 |
| - interest rate swaps | 9,104 | 14,353 | 11,224 | 14,572 |
| Options | 1,573 | 2,800 | 1,573 | 2,742 |
| - interest rate options | 1,573 | 2,800 | 1,573 | 2,742 |
| Forward contracts | 505 | 2,886 | 497 | 2,873 |
| - currency forward | 505 | 2,886 | 497 | 2,873 |
| Total | 13,217 | 21,589 | 17,510 | 22,150 |

The notional amounts of derivative financial instruments

are disclosed in note 5.24.b).

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5.3. Non-trading financial instruments measured

#### at fair value through profit or loss

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Assets |  |  |  |  |
| Shares | 6,300 | 5,579 | 6,300 | 5,211 |
| Investment funds | 2,658 | 10,336 | 2,558 | 2,308 |
| Bonds | 5,217 | 3,116 | - | - |
| Loans and advances to companies | - | - | 7,785 | 7,892 |
| Total | 14,175 | 19,031 | 16,643 | 15,411 |
| - quoted securities | 5,217 | 3,484 | - | - |
| of these equity instruments | - | 368 | - | - |
| of these debt instruments | 5,217 | 3,116 | - | - |
| - unquoted securities | 8,958 | 15,547 | 8,858 | 7,519 |
| of these equity instruments | 8,958 | 15,547 | 8,858 | 7,519 |

As at 31 December 2023, NLB Group did not have any

assets received by taking possession of collateral

and included in financial assets mandatorily at fair

value through profit or loss (31 December 2022: EUR

368 thousand). As at 31 December 2023 and as at 31

December 2022, NLB did not have any assets received

by taking possession of collateral and included in

financial assets mandatorily at fair value through profit

or loss (note 6.1.l).

b) Financial liabilities measured at fair value through profit or loss

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Liabilities |  |  |  |  |
| Loans and advances to companies | - | - | 1,234 | 1,786 |
| Other financial liabilities (note 2.31.) | 4,482 | 1,796 | 1,976 | 728 |
| Total | 4,482 | 1,796 | 3,210 | 2,514 |

a) Financial assets mandatorily at fair value through profit or loss

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Contents5.4. Financial assets measured at fair valuethrough other comprehensive income

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Bonds | 1,836,604 | 2,506,224 | 962,084 | 1,196,760 |
| - governments | 1,398,036 | 1,895,891 | 523,516 | 586,427 |
| - Republic of Slovenia | 246,155 | 269,853 | 210,509 | 199,224 |
| - other EU members | 200,914 | 271,464 | 194,599 | 253,346 |
| - Republic of Serbia | 579,333 | 898,531 | 4,482 | 3,913 |
| - other non-EU members | 371,634 | 456,043 | 113,926 | 129,944 |
| - banks | 413,926 | 578,552 | 413,926 | 578,552 |
| - other issuers | 24,642 | 31,781 | 24,642 | 31,781 |
| Shares | 26,467 | 22,285 | 303 | 269 |
| National Resolution Fund | 60,625 | 58,122 | 60,625 | 42,515 |
| Treasury bills | 301,838 | 310,748 | - | 94,517 |
| - Republic of Slovenia | 19,902 | 52,723 | - | 32,908 |
| - other EU members | 247,827 | 170,382 | - | 10,888 |
| - other non-EU members | 34,109 | 87,643 | - | 50,721 |
| Commercial bills | 26,022 | 21,824 | - | - |
| Total | 2,251,556 | 2,919,203 | 1,023,012 | 1,334,061 |
| of these debt securities | 2,164,464 | 2,838,796 | 962,084 | 1,291,277 |
| of these equity securities | 87,092 | 80,407 | 60,928 | 42,784 |
| Allowance for impairment (note 5.14.b) | (7,329) | (15,876) | (2,448) | (8,799) |
| - quoted securities | 1,997,126 | 2,612,330 | 962,084 | 1,291,277 |
| of these debt instruments | 1,992,263 | 2,593,533 | 962,084 | 1,291,277 |
| of these equity instruments | 4,863 | 18,797 | - | - |
| - unquoted securities | 254,430 | 306,873 | 60,928 | 42,784 |
| of these debt instruments | 172,201 | 245,263 | - | - |
| of these equity instruments | 82,229 | 61,610 | 60,928 | 42,784 |

As at 31 December 2023, the Bank does not have any

exposure towards the Russia anymore. A Russian

government bond in the nominal amount of USD 8,000

thousand that would otherwise mature in September

2023, was sold at the beginning of February 2023.

The credit quality analysis for financial assets and

contingent liabilities is disclosed in note 6.1.j) and

movements in allowance for the impairment of debt

securities in note 5.14.b).

a) Analysis by type of financial assets measured at fair value through other comprehensive income

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b) Movements of financial assets measured at fair value through other comprehensive income

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | | |
|  | 2023 | | 2022 | | 2023 | | 2022 | |
|  | Debt    securities | Equity  securities | Debt  securities | Equity  securities | Debt  securities | Equity  securities | Debt  securities | Equity  securities |
|  |
|  |
| Balance as at 1 January | 2,838,796 | 80,407 | 3,3 95,26 1 | 66,599 | 1,291,277 | 42,784 | 1,541,042 | 44,709 |
| Effects of translation of foreign operations  to presentation currency | (293) | (34) | 1,358 | 30 | - | - | - | - |
|  |
| Acquisition of subsidiary (note 5.12.e) | - | - | 53,223 | 16,164 | - | - | - | - |
| Additions | 1,446,746 | - | 1,699,839 | - | 59,345 | - | 290,245 | - |
| Derecognition | (2,249,943) | (82) | (2,141,377) | - | (479,962) | - | (414,666) | - |
| Net interest income | 38,624 | - | 38,471 | - | 9,163 | - | 10,846 | - |
| Exchange differences on monetary assets | 1,901 | - | 3,104 | - | (766) | - | 4,484 | - |
| Changes in fair values | 88,633 | 6,801 | (211,083) | (2,386) | 49,410 | 2,284 | (140,674) | (1,925) |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 33,617 | 15,860 | - | - |
| Balance as at 31 December | 2,164,464 | 87,092 | 2,838,796 | 8 0,407 | 962,084 | 60,928 | 1,291,277 | 42,784 |

As at 31 December 2023, and as at 31 December 2022,

NLB Group and NLB do not have any equity instruments

measured at fair value through other comprehensive

income obtained by taking possession of collateral in

the statement of financial position (note 6.1.l).

c) Accumulated other comprehensive income related to financial assets measured at fair value through other comprehensive income

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | | |
|  | 2023 | | 2022 | | 2023 | | 2022 | |
|  | Debt    securities | Equity  securities | Debt  securities | Equity  securities | Debt  securities | Equity  securities | Debt  securities | Equity  securities |
|  |
|  |
| Balance as at 1 January | (144,578) | 1,332 | 7,481 | 3,257 | (78,283) | (1,460) | 12,365 | 99 |
| Effects of translation of foreign operations  to presentation currency | (31) | (5) | (12) | 3 | - | - | - | - |
|  |
| Net gains/(losses) from changes in fair value | 77,269 | 6,801 | (168,581) | (2,386) | 38,046 | 2,284 | (98,172) | (1,925) |
| Gains/losses transferred to net profit on disposal (note 4.4.) | 742 | - | 1,668 | - | 834 | - | 316 | - |
| Impairment (note 4.14.) | (7,054) | - | 3,870 | - | (5,058) | - | 5,826 | - |
| Transfer of gains/losses to retained earnings | - | (63) | - | - | - | - | - | - |
| Deferred income tax (note 5.17.) | 6,718 | (1,054) | 10,996 | 458 | 11,849 | (434) | 1,382 | 366 |
| Merger of subsidiary | - | - | - | - | (2,643) | (246) | - | - |
| Balance as at 31 December | (66,934) | 7,011 | (144,578) | 1,332 | (35,255) | 144 | (78,283) | (1,460) |

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5.5. Derivatives for hedging purposes

NLB Group entities measure exposure to interest rate

risk using repricing gap analysis and by calculating the

sensitivity of the statement of financial position and off-

balance-sheet items in terms of the economic value of

equity. The portfolio duration is used as a measure of risk

in the management of securities in the banking book.

NLB Group entities use interest rate swaps (IRS) to

close open positions in an individual maturity bucket.

Micro and macro fair value hedges are used for that

purpose, i.e., the swapping of a fixed interest rate on a

hedged item for a variable interest rate. Micro cash flow

hedges are also occasionally used, i.e. the swapping

of a variable interest rate on a hedged item for a fixed

interest rate. All fair value hedges are made on assets

and liability items.

Hedge accounting principles (i.e., fair value and cash

flow hedging) were applied in the hedging of interest rate

risk using interest rate swaps. These hedge relationships

are designated in such a way that the characteristics

of the hedging instrument and those of the hedged

item match (i.e., the principal terms match), while the

dollar-offset method is used to regularly measure hedge

effectiveness retrospectively. Efficiency is considered

when total difference is within range 80%–125% or within

materiality threshold defined at origination of hedge.

Prospective testing of hedge effectiveness is carried out

regularly for macro hedges where the characteristics of

both items in the hedge relationship do not fully match

by comparing the change in the fair value of both items

to the shift in the yield curve.

Sources of hedge ineffectiveness may arise from to

the different of discount rates used for valuation of

hedged and hedging instruments, notional and timing

differences, as well differences in the amortisation plan

between hedged items and the hedging instrument.

Hedge effectiveness is assessed monthly, by comparing

changes in the fair value of the hedged item that are

attributable to a hedged risk with changes in the fair

value of the hedging instrument.

a) Fair value adjustment in hedge accounting recognised in profit or loss

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Fair value hedge from assets items | 2,735 | 1,655 | 2,424 | 1,655 |
| Net effects from hedging instruments | (24,799) | 89,894 | (22,803) | 89,894 |
| - interest rate swap for micro hedge | (15,677) | 57,981 | (13,681) | 57,981 |
| - interest rate swap for macro hedge | (9,122) | 31,913 | (9,122) | 31,913 |
| Net effects from hedged items | 27,534 | (88,239) | 25,227 | (88,239) |
| - loans measured at amortised cost - micro hedge | (3) | (57) | (3) | (57) |
| - bonds measured at amortised cost - micro hedge | 2,684 | (14,834) | 2,684 | (14,834) |
| - bonds measured at fair value through OCI - micro hedge | 11,293 | (42,499) | 11,293 | (42,499) |
| - loans measured at amortised cost- macro hedge | 13,560 | (30,849) | 11,253 | (30,849) |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Fair value hedge from liability items | 1,164 | - | 1,164 | - |
| Net effects from hedging instruments | 6,505 | - | 6,505 | - |
| - interest rate swap for micro hedge | 6,505 | - | 6,505 | - |
| Net effects from hedged items | (5,341) | - | (5,341) | - |
| - debt securities issued | (5,341) | - | (5,341) | - |

In both years presented, all fair value hedges were

effective, with actual results of the hedge ratio within a

range of 80–125%, therefore, no discontinuation of the

hedge accounting was required.

As at 31 December 2023 and 2022, NLB Group and

NLB had no relationships designated for cash flow

hedge accounting or for hedge of a net investment in

a foreign operation. NLB Group applied a hedge of a

net investment in a foreign operation in years 2011 and

2012, and at that time recognised a EUR 754 thousand

gain on the hedging instrument in other comprehensive

income (note 5.22.b). This gain will be included in the

consolidated income statement when the foreign

operation is disposed of as a part of the gain or loss on

the disposal.

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b) Notional amounts of interest rate swaps

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | | |
|  |  | Fair value | | Change in fair value  of hedging instrument  used for calculating  hedge ineffectiveness | Notional  amount | Fair value | | Change in fair value  of hedging instrument  used for calculating  hedge ineffectiveness |
| Fair value hedge of assets items | Notional  amount | Asset | Liability | Asset | Liability |
|  |
|  |
|  |
|  |
| 31 Dec 2023 | 633,798 | 38,738 | 3,540 | 19,708 | 573,798 | 38,738 | 1,420 | 17,843 |
| 31 Dec 2022 | 644,132 | 59,362 | 2,124 | 90,439 | 644,132 | 59,362 | 2,124 | 90,439 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | | |
|  |  | Fair value | | Change in fair value  of hedging instrument  used for calculating  hedge ineffectiveness | Notional  amount | Fair value | | Change in fair value  of hedging instrument  used for calculating  hedge ineffectiveness |
| Fair value hedge of liability items | Notional  amount | Asset | Liability | Asset | Liability |
|  |
|  |
|  |
| 31 Dec 2023 | 450,000 | 8,876 | - | 8,774 | 450,000 | 8,876 | - | 8,774 |
| 31 Dec 2022 | - | - | - | - | - | - | - | - |

The hedging instrument is included in the statement

of financial position in the line item Derivatives –

hedge accounting.

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c) Accumulated fair value adjustments arising from the

corresponding continuing hedge relationships

The table below presents accumulated fair value

adjustments arising from the corresponding continuing

hedge relationships, irrespective of whether there

has been a change in the hedge designation during

presented in the same line of statement of financial

position as a hedged item, except for macro fair

value hedges. In such relationships, hedged items are

presented in the line item ‘Financial assets measured

at amortised cost,’ while the accumulated fair value

adjustment is presented in a separate line item ‘Fair

value changes of the hedged items in portfolio hedge of

interest rate risk.’

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | | |
|  | 2023 | | 2022 | | 2023 | | 2022 | |
|  | Carrying    amount of  hedged items | Accumulated  amount of FV  adjustments  on the hedged  item | Carrying  amount of  hedged items | Accumulated  amount of FV  adjustments  on the hedged  item | Carrying  amount of  hedged items | Accumulated  amount of FV  adjustments  on the hedged  item | Carrying  amount of  hedged items | Accumulated  amount of FV  adjustments  on the hedged  item |
|  |
|  |
|  |
|  |
| Micro fair value hedges |  |  |  |  |  |  |  |  |
| Fixed rate corporate loans measured at AC | - | - | 573 | 3 | - | - | 573 | 3 |
| Fixed rate bonds measured at AC | 108,494 | (4,349) | 108,979 | (6,721) | 108,494 | (4,349) | 108,979 | (6,721) |
| Fixed rate bonds measured at FVOCI | 242,347 | (15,841) | 261,879 | (27,205) | 242,347 | (15,841) | 261,879 | (27,205) |
| Fixed rate issued bonds | 464,393 | 5,341 | - | - | 464,393 | 5,341 | - | - |
| Macro fair value hedges |  |  |  |  |  |  |  |  |
| Fixed rate retail loans | 267,908 | (10,207) | 153,594 | (23,767) | 205,601 | (12,514) | 153,594 | (23,767) |

The change in fair value of the hedge item used as the

basis for recognising hedge ineffectiveness:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Micro fair value hedges | 3,591 | 57,201 | 3,591 | 57,201 |
| Macro fair value hedges | 10,577 | 31,122 | 8,540 | 31,122 |

d) IBOR reform

NLB Group continuously monitors the development

of Benchmark Interest Rate Reform and is actively

preparing for the changes imposed by the regulation. In

2018, NLB formed a special working group which deals

with the preparation for the discontinuation of some

important reference interest rates and reports on this to

the NLB Group ALCO.

NLB Group no longer offers new pr

od

ucts that would

be tied to reference rates in termination. With regards

to the reference rates, the

NLB

Group offers only

products related to EURIBOR, which is not scheduled for

discontinuation. Therefore, NLB Group’s attention in the

past few years has been focused on the modification of

new contractual relationships with customers in which

EURIBOR occurs.

the year. The accumulated fair value adjustment is

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EURIBOR’s possible discontinuation

Due to the timely transition to the new hybrid EURIBOR

methodology which meet the BMR requirements,

EURIBOR can continue to be used in new and legacy

contracts for the foreseeable future.

EU-supervised entities are bound to include robust

fallback clauses into contractual documentation with the

clients. In November 2019, the Euro risk-free rates (RFR)

Working Group published high level recommendations

for fallback provisions for products referencing

EURIBOR. The inclusion of robust fallback language is a

requirement in contracts subject to the EU Benchmark

Regulation. The Bank already incorporated the generic

fallback clause into all new EURIBOR (both retail and

corporate) contracts.

In May 2021, the Euro RFR Working Group produced

its recommendations on EURIBOR fallback trigger

events and €STR-based EURIBOR fallback rates. Our

mid-term activities are expected to undertake on the

implementation of more precise fallback provisioning,

based on these recommendations. NLB identified

potential €STR-based fallbacks for EURIBOR, in line

with the current market consensus on those fallbacks

and intends to proceed with the activities for inclusion

on EURIBOR fallbacks into all new EURIBOR-based

contracts. In the next step, the Bank is also expected to

include fallback provisions in legacy contracts. The exact

timing depends on regulatory/market development and

best practice.

NLB as a supervised entity, is required to comply

with the Benchmark regulation and, as a user of

benchmarks, must produce and maintain a robust

written plan setting out the actions NLB would take

in the event that a benchmark materially changes or

ceases to be provided. NLB has prepared a plan, which

sets out an inexhaustive/summary action list, and will

continue to closely follow market standards to identify

alternative benchmarks that could be referenced in

substitute of existing benchmarks.

LIBOR discontinuation

Since many LIBOR settings ceased to exist at the

beginning of 2022, the Bank finished the process of

winding-down the exposures in a most efficient way.

Incremental LIBOR transactions were not allowed

unconditionally.

NLB Group activities for implementation of LIBOR

transition were as follows:

· review of outstanding LIBOR referencing loans,

· identification of alternative reference rate to be used

for loan portfolio,

· analysis of how the alternative reference rate will

be calculated and how to calculate any economic

difference between LIBORs and the selected alternative

reference rates,

· consideration of IT system accommodation with

alternative reference rates,

· documentation of the transition of the loans.

The tables indicate the notional amount and weighted

average maturity of derivatives on the NLB Group level

and separately NLB d.d. sole in hedging relationships

that will be affected by the IBOR reform, analysed on an

interest rate basis. The derivative hedging instruments

provide a close approximation to the extent of the

risk exposure NLB Group manages through hedging

relationships.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | 2023 | | 2022 | |
|  | Notional amount  (in EUR  thousands) | Weighted  average  maturity (years) | Notional amount  (in EUR  thousands) | Weighted  average  maturity (years) |
| NLB Group |
|  |
| Interest rate swaps (assets) |  |  |  |  |
| EURIBOR (3 months) | 318 ,509 | 8.94 | 280,981 | 10.01 |
| EURIBOR (6 months) | 315,289 | 5.68 | 355,651 | 6.06 |
| USD LIBOR (6 months) | - | - | 7,500 | 0.71 |
| Interest rate swaps (liabilities) |  |  |  |  |
| EURIBOR (3 months) | 350,000 | 2.49 | - | - |
| EURIBOR (6 months) | 100,000 | 2.49 | - | - |

in EUR thousands

2023

2022

Notional amount

Weighted

Notional amount

Weighted

NLB

(in EUR

average

(in EUR

average

thousands)

maturity (years)

thousands)

maturity (years)

Interest rate swaps (assets)

EURIBOR (3 months)

258,509

9.72

280,981

10.01

EURIBOR (6 months)

315,289

5.68

355,651

6.06

USD LIBOR (6 months)

-

-

7,500

0.71

Interest rate swaps (liabilities)

EURIBOR (3 months)

350,000

2.49

-

-

EURIBOR (6 months)

100,000

2.49

-

-

As can be seen from the table, the majority of long-

term derivatives in hedging relationships are exposed

to EURIBOR, therefore, the uncertainty arising from

interest rate benchmark reform derives mainly from

derivatives with longer maturities, when a change of

EURIBOR could be expected. As at 31 December 2023,

derivatives with remaining maturity of five or more

years amount to EUR 285,280 thousand (31 December

2022: EUR 295,580 thousand).

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Risk Management

#### FinancialReport

Financial Report

Contents5.6. Financial assets measured at amortised cost

Analysis by type

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Debt securities | 2,522,229 | 1,917,615 | 1,966,169 | 1,597,448 |
| Loans and advances to banks | 547,640 | 222,965 | 149,011 | 350,625 |
| Loans and advances to customers | 13,734,601 | 13,072,986 | 7,148,283 | 6,054,413 |
| Other financial assets | 165,962 | 177,823 | 101,596 | 114,399 |
| Total | 16,970,432 | 15,391,389 | 9,365,059 | 8,116,885 |

The credit quality analysis for financial assets and

contingent liabilities is disclosed in note 6.1.j).

a) Debt securities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Governments | 1,898,725 | 1,486,496 | 1,347,161 | 1,184,601 |
| Companies | 79,679 | 84,979 | 72,458 | 64,913 |
| Banks | 536,096 | 323,944 | 536,096 | 323,944 |
| Financial organisations | 13,251 | 25,980 | 13,251 | 25,980 |
|  | 2,527,751 | 1,921,399 | 1,968,966 | 1,599,438 |
| Allowance for impairment (note 5.14.b) | (5,522) | (3,784) | (2,797) | (1,990) |
| Total | 2,522,229 | 1,917,615 | 1,966,169 | 1,597,448 |

b) Loans and advances to banks

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Loans | 623 | 782 | 119,914 | 127,717 |
| Time deposits | 249,765 | 118,241 | 25,865 | 221,271 |
| Reverse sale and repurchase agreements | 294,069 | 102,358 | - | - |
| Purchased receivables | 3,482 | 1,853 | 3,482 | 1,853 |
|  | 547,939 | 223,234 | 149,261 | 350,841 |
| Allowance for impairment (note 5.14.a) | (299) | (269) | (250) | (216) |
| Total | 547,640 | 222,965 | 149,011 | 350,625 |

c) Loans and advances to customers

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Loans | 13,117,311 | 12,626,259 | 6,946,199 | 5,873,443 |
| Overdrafts | 449,145 | 425,135 | 236,792 | 208,499 |
| Finance lease receivables (note 5.11.b) | 337,610 | 193,948 | - | - |
| Credit card business | 154,664 | 148,870 | 82,457 | 64,460 |
| Called guarantees | 4,498 | 2,772 | 2,403 | 1,423 |
|  | 14,063,228 | 13,396,984 | 7,267,851 | 6,147,825 |
| Allowance for impairment (note 5.14.a) | (328,627) | (323,998) | (119,568) | (93,412) |
| Total | 13,734,601 | 13,072,986 | 7,148,283 | 6,054,413 |

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Analysis of loans and advances to customers by sector

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Governments | 386,291 | 303,443 | 118,220 | 124,736 |
| Financial organisations | 91,523 | 116,078 | 384,995 | 286,504 |
| Companies | 6,169,972 | 6,031,795 | 3,101,465 | 2,606,674 |
| Individuals | 7,086,815 | 6,621,670 | 3,543,603 | 3,036,499 |
| Total | 13,734,601 | 13,072,986 | 7,148,283 | 6,054,413 |

d) Other financial assets

Analysis by type of other financial assets

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Receivables in the course of settlement  and other temporary accounts | 43,608 | 36,712 | 20,207 | 19,370 |
| Credit card receivables | 54,748 | 41,364 | 42,753 | 30,544 |
| Debtors | 9,265 | 8,516 | 2,013 | 2,710 |
| Fees and commissions | 9,734 | 8,737 | 2,924 | 2,359 |
| Receivables to brokerage firms and others for  the sale of securities and custody services | - | 31,587 | - | 31,081 |
| Accrued income | 7,171 | 3,390 | 6,247 | 3,413 |
| Prepayments | 2,176 | 2,563 | - | - |
| Other financial assets | 50,065 | 53,988 | 29,066 | 25,935 |
|  | 176,767 | 186,857 | 103,210 | 115,412 |
| Allowance for impairment (note 5.14.a) | (10,805) | (9,034) | (1,614) | (1,013) |
| Total | 165,962 | 177,823 | 101,596 | 114,399 |

Receivables in the course of settlement are temporary

balances which will be transferred to the appropriate

item in the days following their occurrence.

Other financial assets in the amount of EUR 22,745

thousand (31 December 2022: EUR 23,508 thousand)

relate to a receivable recognised in accordance with the

‘Act for Value Protection of Republic of Slovenia’s Capital

Investment in Nova Ljubljanska banka d.d., Ljubljana’

(note 5.16.a). The remaining balance includes claims for

fees and legal costs, and claims from refunds.

Analysis of other financial assets by sector

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Banks | 51,020 | 38,362 | 19,779 | 11,918 |
| Government | 44,233 | 78,285 | 25,756 | 55,708 |
| Financial organisations | 30,715 | 23,644 | 23,554 | 17,578 |
| Companies | 5,062 | 6,368 | 723 | 670 |
| Individuals | 34,932 | 31,164 | 31,784 | 28,525 |
| Total | 165,962 | 177,823 | 101,596 | 114,399 |

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e) Movement of called non-financial guarantees

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 397 | 717 | 90 | 420 |
| Effects of translation of foreign  operations to presentation currency | (1) | 1 | - | - |
|  |
| Called guarantees | 1,184 | 891 | - | 82 |
| Paid guarantees | (534) | (1,087) | - | (287) |
| Merger of subsidiary | - | - | 32 | - |
| Write-offs | (62) | (125) | (62) | (125) |
| Balance as at 31 December | 984 | 397 | 60 | 90 |

5.7. Non-current assets held for sale

The line item ‘Non-current assets held for sale’ includes

business premises and assets received as collateral

that are in the process of being sold. As at 31 December

2023, the value of assets received by taking possession

of collateral and included in non-current assets

held for sale by NLB Group amounted to EUR 474

thousand (31 December 2022: EUR 651 thousand). As at

31 December 2023, and as at 31 December 2022, NLB

did not have any non-current assets obtained by taking

possession of collateral and included in non-current

assets held for sale (note 6.1.l).

Analysis of movements of non-current assets held for sale

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 15,436 | 7,051 | 4,235 | 4,089 |
| Effects of translation of foreign  operations to presentation currency | 11 | 9 | - | - |
| Transfer from/(to) property and  equipment (note 5.8.) | 584 | 8,226 | 584 | 617 |
| Disposals | (10,861) | (637) | (655) | (532) |
| Valuation | (321) | 787 | (116) | 61 |
| Balance as at 31 December | 4,849 | 15,436 | 4,048 | 4,235 |

5.8. Property and equipment

a) Analysis by type

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Own property and equipment | 249,920 | 228,944 | 80,240 | 75,262 |
| Right-of-use assets (note 5.11.) | 28,114 | 22,372 | 5,730 | 3,330 |
| Total | 278,034 | 251,316 | 85,970 | 78,592 |

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b) Movement of own property and equipment

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | | NLB | | | | |
|  | Land &    Buildings | Computers | Other equipment | | Total | Land &  Buildings | Computers | Other equipment | | Total |
|  |
|  |
|  |  |  | for own use | in  operating  lease |  |  |  | for own use | in  operating  lease |  |
|  |
|  |
| Cost |  |  |  |  |  |  |  |  |  |  |
| Balance as at 1 January 2023 | 347,252 | 84,875 | 95,075 | 9,304 | 536,506 | 195,685 | 42,180 | 43,783 | 3,722 | 285,370 |
| Effects of translation of foreign operations |  |  |  |  |  |  |  |  |  |  |
|  | (68) | (20) | (3) | - | (91) | - | - | - | - | - |
| to presentation currency |  |  |  |  |  |  |  |  |  |  |
| Additions | 16,827 | 14,104 | 15,217 | 7,604 | 53,752 | 3,527 | 4,737 | 2,829 | 482 | 11,575 |
| Disposals | (5,519) | (4,969) | (5,627) | (1,904) | (18,019) | - | (1,357) | (2,403) | (2) | (3,762) |
| Transfer to/from investment property (note 5.9.) | 86 | - | - | - | 86 | - | - | - | - | - |
| Transfer to/from non-current assets held for sale (note 5.7.) | (1,051) | - | - | - | (1,051) | (1,051) | - | - | - | (1,051) |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | - | 3,919 | 992 | 657 | - | 5,568 |
| Disposal of subsidiaries (note 5.12.b), c) | - | (22) | (50) | - | (72) | - | - | - | - | - |
| Balance as at 31 December 2023 | 357,527 | 93,968 | 104,612 | 15,004 | 571,111 | 202,080 | 46,552 | 44,866 | 4,202 | 297,700 |
| Depreciation and impairment |  |  |  |  |  |  |  |  |  |  |
| Balance as at 1 January 2023 | 177,896 | 53,340 | 72,310 | 4,016 | 307,562 | 138,264 | 29,619 | 38,891 | 3,334 | 210,108 |
| Effects of translation of foreign operations |  |  |  |  |  |  |  |  |  |  |
|  | (10) | (3) | 11 | - | (2) | - | - | - | - | - |
| to presentation currency |  |  |  |  |  |  |  |  |  |  |
| Disposals | (914) | (4,615) | (4,845) | (335) | (10,709) | - | (1,350) | (2,359) | (2) | (3,711) |
| Depreciation (note 4.11.) | 6,782 | 10,123 | 6,412 | 1,515 | 24,832 | 3,750 | 4,635 | 1,884 | 239 | 10,508 |
| Impairment (note 4.14.) | 47 | - | - | - | 47 | - | - | - | - | - |
| Transfer to/from non-current assets held for sale (note 5.7.) | (467) | - | - | - | (467) | (467) | - | - | - | (467) |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | - | 233 | 515 | 274 | - | 1,022 |
| Disposal of subsidiaries (note 5.12.b), c) | - | (22) | (50) | - | (72) | - | - | - | - | - |
| Balance as at 31 December 2023 | 183,334 | 58,823 | 73,838 | 5,196 | 321,191 | 141,780 | 33,419 | 38,690 | 3,571 | 217,460 |
| Net carrying value |  |  |  |  |  |  |  |  |  |  |
| Balance as at 31 December 2023 | 174,193 | 35,145 | 30,774 | 9,808 | 249,920 | 60,300 | 13,133 | 6,176 | 631 | 80,240 |
| Balance as at 1 January 2023 | 169,356 | 31,535 | 22,765 | 5,288 | 228,944 | 57,421 | 12,561 | 4,892 | 388 | 75,262 |

As at 31 December 2023, the value of assets received by

taking possession of collateral and included in property

and equipment by NLB Group amounted to EUR 11,641

thousand (31 December 2022: EUR 11,962 thousand). As

at 31 December 2023 and as at 31 December 2022, NLB

did not have any assets received by taking possession

of collateral and included in property and equipment

(note 6.1.l).

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#### Contents

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | | NLB | | | | |
|  | Buildings  Land & | Computers | Other equipment | | Total | Buildings  Land & | Computers | Other equipment | | Total |
|  |  |  | for own use | in  operating  lease |  |  |  | for own use | in  operating  lease |  |
|  |
|  |
| Cost |  |  |  |  |  |  |  |  |  |  |
| Balance as at 1 January 2022 | 346,858 | 80,131 | 94,729 | 5,609 | 527,327 | 195,852 | 43,899 | 46,143 | 3,519 | 289,413 |
| Effects of translation of foreign operations  to presentation currency | 39 | 13 | 3 | - | 55 | - | - | - | - | - |
| Acquisition of subsidiary (note 5.12. e), f) | 4,552 | 818 | 1,154 | - | 6,524 | - | - | - | - | - |
| Additions | 8,118 | 13,508 | 10,767 | 4,262 | 36,655 | 1,448 | 3,072 | 1,420 | 271 | 6,211 |
| Disposals | (1,242) | (9,595) | (11,550) | (567) | (22,954) | - | (4,791) | (3,780) | (68) | (8,639) |
| Impairment (note 4.14.) | 79 | - | - | - | 79 | - | - | - | - | - |
| Transfer to/from investment property (note 5.9.) | (1,358) | - | (28) | - | (1,386) | - | - | - | - | - |
| Transfer to/from non-current assets held for sale (note 5.7.) | (9,794) | - | - | - | (9,794) | (1,615) | - | - | - | (1,615) |
| Balance as at 31 December 2022 | 347,252 | 84,875 | 95,075 | 9,304 | 536,506 | 195,685 | 42,180 | 43,783 | 3,722 | 285,370 |
| Depreciation and impairment |  |  |  |  |  |  |  |  |  |  |
| Balance as at 1 January 2022 | 172,160 | 53,833 | 74,415 | 3,326 | 303,734 | 135,514 | 30,087 | 37,782 | 3,125 | 206,508 |
| Effects of translation of foreign operations  to presentation currency | (3) | 7 | 4 | - | 8 | - | - | - | - | - |
| Disposals | (1,109) | (9,608) | (8,084) | (134) | (18,935) | - | (4,713) | (904) | (45) | (5,662) |
| Depreciation (note 4.11.) | 7,030 | 9,108 | 5,979 | 824 | 22,941 | 3,748 | 4,245 | 2,013 | 254 | 10,260 |
| Impairment (note 4.14.) | 1,699 | - | - | - | 1,699 | - | - | - | - | - |
| Transfer to/from investment property (note 5.9.) | (313) | - | (4) | - | (317) | - | - | - | - | - |
| Transfer to/from non-current assets held for sale (note 5.7.) | (1,568) | - | - | - | (1,568) | (998) | - | - | - | (998) |
| Balance as at 31 December 2022 | 177,896 | 53,340 | 72,310 | 4,016 | 307,562 | 138,264 | 29,619 | 38,891 | 3,334 | 210,108 |
| Net carrying value |  |  |  |  |  |  |  |  |  |  |
| Balance as at 31 December 2022 | 169,356 | 31,535 | 22,765 | 5,288 | 228,944 | 57,421 | 12,561 | 4,892 | 388 | 75,262 |
| Balance as at 1 January 2022 | 174,698 | 26,298 | 20,314 | 2,283 | 223,593 | 60,338 | 13,812 | 8,361 | 394 | 82,905 |

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5.9. Investment property

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 35,639 | 47,624 | 6,753 | 9,181 |
| Effects of translation of foreign operations  to presentation currency | (14) | 22 | - | - |
|  |
| Acquisition of subsidiaries (note 5.12.e), f) | - | 766 | - | - |
| Additions | - | 70 | - | - |
| Disposals | (3,392) | (17,004) | (79) | (2,512) |
| Transfer from/(to) property and equipment (note 5.8.) | (86) | 1,069 | - | - |
| Transfer from/(to) other assets | 86 | - | - | - |
| Net valuation to fair value (note 4.8.) | (1,117) | 3,092 | 182 | 84 |
| Merger of subsidiary (note 5.12.d) | - | - | 784 | - |
| Balance as at 31 December | 31,116 | 35,639 | 7,640 | 6,753 |

As at 31 December 2023, the value of assets received

by taking possession of collateral and included in

investment property by NLB Group amounted to

EUR 21,253 thousand (31 December 2022: EUR 25,326

thousand), and in NLB amounted to EUR 2,263 thousand

(31 December 2022: EUR 1,901 thousand) (note 6.1.l).

Operating expenses arising from investment properties:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Leased to others | 1,986 | 2,496 | 373 | 355 |
| Not leased to others | 459 | 564 | 298 | 300 |
| Total | 2,445 | 3,060 | 671 | 655 |

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5.10. Intangible assets

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB |
|  | Software licenses | Other  intangible assets | Goodwill | Total | Software licenses |
| Cost |  |  |  |  |  |
| Balance as at 1 January 2023 | 259,684 | 13,227 | 32,336 | 305,247 | 207,769 |
| Effects of translation of foreign operations to presentation currency | (25) | (13) | - | (38) | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 979 |
| Additions | 20,697 | - | - | 20,697 | 13,797 |
| Disposals | (4) | - | - | (4) | - |
| Write-offs | (7,740) | - | - | (7,740) | (4,366) |
| Disposal of subsidiary (note 5.12.b) | (167) | - | - | (167) | - |
| Balance as at 31 December 2023 | 272,445 | 13,214 | 32,336 | 317,995 | 218,179 |
| Amortisation and impairment |  |  |  |  |  |
| Balance as at 1 January 2023 | 210,821 | 7,384 | 28,807 | 247,012 | 177,344 |
| Effects of translation of foreign operations  to presentation currency | (16) | (13) | - | (29) | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 294 |
| Disposals | (4) | - | - | (4) | - |
| Amortisation (note 4.11.) | 14,037 | 2,365 | - | 16,402 | 7,528 |
| Write-offs | (7,336) | - | - | (7,336) | (4,366) |
| Disposal of subsidiary (note 5.12.b) | (167) | - | - | (167) | - |
| Balance as at 31 December 2023 | 217,335 | 9,736 | 28,807 | 255,878 | 180,800 |
| Net carrying value |  |  |  |  |  |
| Balance as at 31 December 2023 | 55,110 | 3,478 | 3,529 | 62,117 | 37,379 |
| Balance as at 1 January 2023 | 48,863 | 5,843 | 3,529 | 58,235 | 30,425 |

Other intangible assets represent additionally identified

intangible assets in a business combination, namely

core deposits and trade name.

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|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB |
|  | Software licenses | Other  intangible assets | Goodwill | Total | Software licenses |
| Cost |  |  |  |  |  |
| Balance as at 1 January 2022 | 245,607 | 13,211 | 32,336 | 291,154 | 201,028 |
| Effects of translation of foreign operations  to presentation currency | (7) | 16 | - | 9 | - |
| Acquisition of subsidiaries (note 5.12.e), f) | 1,444 | - | - | 1,444 | - |
| Additions | 14,170 | - | - | 14,170 | 6,741 |
| Disposals | (535) | - | - | (535) | - |
| Write-offs | (995) | - | - | (995) | - |
| Balance as at 31 December 2022 | 259,684 | 13,227 | 32,336 | 305,247 | 207,769 |
| Amortisation and impairment |  |  |  |  |  |
| Balance as at 1 January 2022 | 198,997 | 4,274 | 28,807 | 232,078 | 171,575 |
| Effects of translation of foreign operations  to presentation currency | (8) | 8 | - | - | - |
| Amortisation (note 4.11.) | 12,655 | 3,102 | - | 15,757 | 5,769 |
| Write-offs | (823) | - | - | (823) | - |
| Balance as at 31 December 2022 | 210,821 | 7,384 | 28,807 | 247,012 | 177,344 |
| Net carrying value |  |  |  |  |  |
| Balance as at 31 December 2022 | 48,863 | 5,843 | 3,529 | 58,235 | 30,425 |
| Balance as at 1 January 2022 | 46,610 | 8,937 | 3,529 | 59,076 | 29,453 |

5.11. Leases

a) NLB Group as a lessee

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Right-of-use assets |  |  |  |  |
| Land and buildings | 24,541 | 19,567 | 2,794 | 2,241 |
| Vehicles | 92 | 130 | 2,681 | 1,089 |
| Computers | 395 | - | 255 | - |
| Furniture and equipment | 3,086 | 2,675 | - | - |
| Total | 28,114 | 22,372 | 5,730 | 3,330 |
| Lease liabilities | 28,944 | 23,840 | 5,793 | 3,349 |

In the statement of financial position, right-of-use assets

are included in the line item ‘Property and equipment’

and lease liabilities are included in the line item ‘Other

financial liabilities.’

Additions to the right-of-use assets during 2023 in NLB

Group amounted to EUR 19,149 thousand (2022: EUR 6,411

thousand), and in NLB EUR 4,656 thousand of which

EUR 500 thousand from N Banka merger (2022: EUR

1,751 thousand).

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The income statement shows the following amounts

relating to leases:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Depreciation of right-of-use assets (note 4.11.) |  |  |  |  |
| Land and buildings | 6,519 | 7,092 | 692 | 511 |
| Vehicles | 160 | 276 | 705 | 448 |
| Computers | 61 | - | 24 | - |
| Furniture and equipment | 1,258 | 1,324 | - | 13 |
| Total | 7,998 | 8,692 | 1,421 | 972 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Interest expenses on lease liabilities (note 4.1.) | (728) | (431) | (132) | (28) |
| Expenses relating to short-term leases  (included in administrative expenses) | (1,554) | (855) | (403) | (158) |
| Expenses relating to leases of low-value assets  that are not shown above as short-term leases  (included in administrative expenses) | (1,237) | (1,129) | (182) | (185) |
| Income from sub-leasing right-of-use assets  (included in other operating income) | 140 | 77 | - | - |

The total cash outflow for leases in 2023 in NLB Group

was EUR 8,242 thousand (2022: EUR 8,547 thousand), and

in NLB EUR 1,386 thousand (2022: EUR 1,001 thousand).

NLB Group leases various offices, branches, vehicles, and

other equipment used in its business. Rental contracts

for offices and branches generally have lease terms

between 5 to 20 years, while some contracts are made

for indefinite periods. Contracts for indefinite periods are

included in the measurement of the liability in accordance

with planning projections. Normally, a lease term of

five years is assumed, with the exemption of business

premises on strategic locations where management

assesses a different (longer) lease term. Vehicles and

other equipment generally have lease terms between

1 and 5 years. There are several lease contracts that

include extension and termination options. These options

are negotiated by management to align with the Group’s

business needs. Lease payments to be made under

reasonably certain extension options are included in

measurement of the liability.

Lease terms are negotiated on an individual basis and

contain a range of different terms and conditions. The

lease agreements do not impose any covenants other

than the security interests in the leased assets that are

held by the lessor. Leased assets may not be used as

security for borrowing purposes.

NLB Group also has certain leases of other equipment

with a lease term of 12 months or less, and equipment

with low value. For these leases, NLB Group applies

the short-term lease and the lease of low-value assets

recognition exemptions. Lease payments on short-term

leases and leases of low-value assets are recognised as

expenses on a straight-line basis over the lease term.

For calculation of the net present value of the future

lease payments, NLB Group applies the internal transfer

price as a discount rate.

NLB Group and NLB do not have expenses relating to

variable payments and gains or losses arising from a

sale and leaseback transactions.

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The following table sets out a maturity analysis of lease liabilities.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Up to 1 Month | 448 | 3,440 | 149 | 82 |
| 1 Month to 3 Months | 446 | 431 | 258 | 155 |
| 3 Months to 1 Year | 2,125 | 2,913 | 1,187 | 664 |
| 1 Year to 5 Years | 15,693 | 16,300 | 3,592 | 2,056 |
| Over 5 Years | 10,232 | 756 | 607 | 392 |
| Total | 28,944 | 23,840 | 5,793 | 3,349 |

The increase in lease liabilities in the NLB Group in

2023 arising from the newly concluded long-term lease

contracts for business premises.

b) NLB Group as a lessor

Finance and operating leases of motor vehicles

and operating leases of business premises and POS

terminals represent the majority of agreements in which

NLB Group acts as a lessor.

Most of the lease agreements entered into by NLB Group

as lessor contracts are finance lease agreements. Most

of the finance lease agreements are concluded for a

non-cancellable period of between 48 and 60 months.

By paying the last instalment at the end of the contract,

the leasing object becomes the lessee’s property. The

financial leasing receivables are secured by the object

of financing. NLB Group does not have finance lease

contracts with variable payments not included in the

measurement of the net investment in the lease.

The investment properties are leased to the lessee

under operating leases with rentals payable monthly.

There are no variable lease payments that depend on

an index or a rate. The investment properties generally

have lease terms between 2 and 10 years. Some

contracts are made for an indefinite period.

Finance leases

Loans and advances to customers in NLB Group include

finance lease receivables.

The following table sets out a maturity analysis of lease

receivables, showing the undiscounted lease payments

to be received after the reporting date.

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
| NLB Group | 2023 | 2022 |
| Less than 1 year | 115,449 | 70,629 |
| 1 to 2 years | 89,047 | 46,515 |
| 2 to 3 years | 76,876 | 39,899 |
| 3 to 4 years | 62,091 | 29,423 |
| 4 to 5 years | 31,172 | 17,422 |
| More than 5 years | 20,787 | 13,878 |
| Total undiscounted  lease receivable | 395,422 | 217,766 |
| Unearned finance income | (57,812) | (23,818) |
| Net investment in the lease | 337,610 | 193,948 |

During 2023, NLB Group recognised interest income on

lease receivables in the amount of EUR 18,959 thousand

(2022: EUR 6,607 thousand).

Operating lease

A maturity analysis of lease payments, showing the

undiscounted lease payments to be received after the

reporting date.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Less than  1 year | 4,991 | 2,580 | 300 | 345 |
| 1 to 2 years | 2,920 | 1,657 | 297 | 343 |
| 2 to 3 years | 1,678 | 1,028 | 271 | 340 |
| 3 to 4 years | 1,434 | 694 | 254 | 315 |
| 4 to 5 years | 1,013 | 488 | 189 | 315 |
| More than  5 years | 689 | 1,314 | 592 | 1,224 |
| Total | 12,725 | 7,761 | 1,903 | 2,882 |

NLB Group realised rental income arising from:

investment properties in the amount of EUR 1,755

thousand (2022: EUR 2,912 thousand); and movable

property in the amount of EUR 2,133 thousand (2022:

EUR 1,252 thousand). NLB realised rental income arising

from: investment properties in the amount of EUR 359

thousand (2022: EUR 459 thousand); and movable

property in the amount of EUR 485 thousand (2022: EUR

475 thousand) (note 4.8.).

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5.12. Investments in subsidiaries, associates and joint ventures

a) Analysis by type of investment in subsidiaries

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
| NLB | 31 Dec 2023 | 31 Dec 2022 |
| Banks | 901,765 | 813,362 |
| Other financial organisations | 30,407 | 32,126 |
| Enterprises | 43,585 | 58,552 |
| Total | 975,757 | 904,040 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| Data of subsidiaries as included in the consolidated financial statements of NLB Group as at 31 December 2023: | | | | | | | |
|  | Nature of  Business | Country of  Incorporation | Equity as at  31 Dec 2023  (in EUR  thousands) | Profit/(loss)  for 2023  (in EUR  thousands) | NLB Group | | NLB | |
| Shareholding  (in %) | Voting rights  (in %) | Shareholding  (in %) | Voting rights  (in %) |
|  |
|  |
|  |
| Core members |  |  |  |  |  |  |  |  |
| NLB Banka a.d., Skopje | Banking | North  Macedonia | 279,987 | 44,517 | 86.97 | 86.97 | 86.97 | 86.97 |
| NLB Banka a.d., Podgorica | Banking | Montenegro | 120,390 | 26,658 | 99.87 | 99.87 | 99.87 | 99.87 |
| NLB Banka a.d., Banja Luka | Banking | Bosnia and  Herzegovina | 107,270 | 24,269 | 99.85 | 99.85 | 99.85 | 99.85 |
| NLB Banka sh.a., Prishtina | Banking | Kosovo | 149,669 | 35,968 | 82.38 | 82.38 | 82.38 | 82.38 |
| NLB Banka d.d., Sarajevo | Banking | Bosnia and  Herzegovina | 95,980 | 12,819 | 97.34 | 97.35 | 97.34 | 97.35 |
| NLB Komercijalna banka a.d. Beograd | Banking | Serbia | 827,575 | 132,313 | 100 | 100 | 100 | 100 |
| KomBank Invest a.d. Beograd | Finance | Serbia | 769 | (1,201) | 100 | 100 | - | - |
| NLB Skladi d.o.o., Ljubljana | Finance | Slovenia | 13,707 | 9,498 | 100 | 100 | 100 | 100 |
| NLB Lease&Go, leasing, d.o.o., Ljubljana | Finance | Slovenia | 21,251 | 1,664 | 100 | 100 | 100 | 100 |
| NLB Lease&Go, d.o.o. Skopje\*\* | Finance | North  Macedonia | 1,493 | (605) | 100 | 100 | - | - |
| NLB Lease&Go leasing d.o.o. Beograd\*\*\* | Finance | Serbia | 7,115 | (736) | 99.64 | 99.64 | - | - |
| NLB Zavod za upravljanje kulturne dediščine, Ljubljana | Cultural  heritage  management | Slovenia | 3,500 | 86 | 100 | 100 | 100 | 100 |
|  |
|  |
| NLB DigIT d.o.o., Beograd | IT services | Serbia | 2,569 | 204 | 100 | 100 | 100 | 100 |
| Non-core members |  |  |  |  |  |  |  |  |
| NLB Leasing d.o.o., Ljubljana - v likvidaciji\* | Finance | Slovenia | 2,021 | 1,487 | 100 | 100 | - | - |
| NLB Crna Gora d.o.o., Podgorica | Finance | Montenegro | 3,643 | 348 | 100 | 100 | 100 | 100 |
| NLB InterFinanz AG, Zürich in Liquidation | Finance | Switzerland | 9,762 | (2,321) | 100 | 100 | 100 | 100 |
| NLB InterFinanz d.o.o., Beograd | Finance | Serbia | 3 | 1 | 100 | 100 | - | - |
| LHB AG, Frankfurt | Finance | Germany | 684 | (402) | 100 | 100 | 100 | 100 |
| REAM d.o.o., Podgorica | Real estate | Montenegro | 2,156 | 389 | 100 | 100 | 100 | 100 |
| REAM d.o.o., Beograd - Novi Beograd | Real estate | Serbia | 2,042 | (576) | 100 | 100 | 100 | 100 |
| S-REAM d.o.o., Ljubljana | Real estate | Slovenia | 22,452 | (384) | 100 | 100 | 100 | 100 |
| PRO-REM d.o.o., Ljubljana - v likvidaciji | Real estate | Slovenia | 20,447 | 635 | 100 | 100 | - | - |
| OL Nekretnine d.o.o., Zagreb - u likvidaciji | Real estate | Croatia | 1,153 | (314) | 100 | 100 | - | - |
| NLB Srbija d.o.o., Beograd | Real estate | Serbia | 18,252 | (603) | 100 | 100 | 100 | 100 |
| Privatinvest d.o.o., Ljubljana | Real estate | Slovenia | 110 | (11) | 100 | 100 | 100 | 100 |

\*100% ownership of NLB Lease&Go, leasing, d.o.o., Ljubljana.

\*\*51% ownership of NLB Lease&Go, leasing, d.o.o., Ljubljana and 49% ownership of NLB Banka a.d., Skopje.

\*\*\*50.73% ownership of NLB Lease&Go, leasing, d.o.o., Ljubljana and 48.91% NLB Komercijalna banka a.d. Beograd.

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|  |  |
| --- | --- |
|  |  |
| Data of subsidiaries as included in the consolidated financial statements of NLB Group as at 31 December 2022: | | | | | | | | |
|  | Nature of  Business | Country of  Incorporation | Equity as at  31 Dec 2022  (in EUR  thousands) | Profit/(loss)  for 2022  (in EUR  thousands) | NLB Group | | NLB | |
|  |
|  |
| Shareholding  (in %) | Voting rights  (in %) | Shareholding  (in %) | Voting rights  (in %) |
|  |
|  |
| Core members |  |  |  |  |  |  |  |  |
| NLB Banka a.d., Skopje | Banking | North  Macedonia | 265,844 | 37,874 | 86.97 | 86.97 | 86.97 | 86.97 |
| NLB Banka a.d., Podgorica | Banking | Montenegro | 106,937 | 16,613 | 99.87 | 99.87 | 99.87 | 99.87 |
| NLB Banka a.d., Banja Luka | Banking | Bosnia and  Herzegovina | 96,237 | 19,281 | 99.85 | 99.85 | 99.85 | 99.85 |
| NLB Banka sh.a., Prishtina | Banking | Kosovo | 113,844 | 32,402 | 82.38 | 82.38 | 82.38 | 82.38 |
| NLB Banka d.d., Sarajevo | Banking | Bosnia and  Herzegovina | 90,608 | 11,436 | 97.34 | 97.35 | 97.34 | 97.35 |
| NLB Komercijalna banka a.d. Beograd | Banking | Serbia | 737,972 | 66,014 | 100 | 100 | 100 | 100 |
| KomBank Invest a.d. Beograd | Finance | Serbia | 1,203 | (148) | 100 | 100 | - | - |
| N Banka d.d., Ljubljana | Banking | Slovenia | 186,423 | 11,085 | 100 | 100 | 100 | 100 |
| Privatinvest d.o.o., Ljubljana | Real estate | Slovenia | 123 | (99) | 100 | 100 | - | - |
| NLB Skladi d.o.o., Ljubljana | Finance | Slovenia | 12,598 | 8,404 | 100 | 100 | 100 | 100 |
| NLB Lease&Go, leasing, d.o.o., Ljubljana | Finance | Slovenia | 19,578 | 810 | 100 | 100 | 100 | 100 |
| NLB Lease&Go, d.o.o. Skopje\*\* | Finance | North  Macedonia | 529 | (68) | 100 | 100 | - | - |
| NLB Lease&Go leasing d.o.o. Beograd | Finance | Serbia | 766 | (390) | 95.20 | 95.20 | - | - |
| NLB Zavod za upravljanje kulturne  dediščine, Ljubljana | Cultural  heritage  management | Slovenia | 3,414 | 2,601 | 100 | 100 | 100 | 100 |
| NLB DigIT d.o.o., Beograd | IT services | Serbia | 2,368 | (36) | 100 | 100 | 100 | 100 |
| Non-core members |  |  |  |  |  |  |  |  |
| NLB Leasing d.o.o., Ljubljana - v likvidaciji\* | Finance | Slovenia | 16,936 | 366 | 100 | 100 | - | - |
| Optima Leasing d.o.o., Zagreb - „u likvidaciji“ | Finance | Croatia | 821 | (434) | 100 | 100 | - | - |
| NLB Leasing d.o.o., Beograd - u likvidaciji | Finance | Serbia | 5,899 | (91) | 100 | 100 | 100 | 100 |
| NLB Crna Gora d.o.o., Podgorica | Finance | Montenegro | 3,295 | 165 | 100 | 100 | 100 | 100 |
| NLB InterFinanz AG, Zürich in Liquidation | Finance | Switzerland | 10,029 | (2,213) | 100 | 100 | 100 | 100 |
| NLB InterFinanz d.o.o., Beograd | Finance | Serbia | 4 | 1 | 100 | 100 | - | - |
| LHB AG, Frankfurt | Finance | Germany | 1,086 | (646) | 100 | 100 | 100 | 100 |
| Tara Hotel d.o.o., Budva | Real estate | Montenegro | 13,546 | (3,255) | 100 | 100 | 12.71 | 12.71 |
| REAM d.o.o., Podgorica | Real estate | Montenegro | 1,767 | 71 | 100 | 100 | 100 | 100 |
| REAM d.o.o., Beograd - Novi Beograd | Real estate | Serbia | 1,758 | (90) | 100 | 100 | 100 | 100 |
| SPV 2 d.o.o., Beograd - Novi Beograd | Real estate | Serbia | 867 | 35 | 100 | 100 | 100 | 100 |
| S-REAM d.o.o., Ljubljana | Real estate | Slovenia | 23,141 | (184) | 100 | 100 | 100 | 100 |
| REAM d.o.o., Zagreb | Real estate | Croatia | 994 | 66 | 100 | 100 | - | - |
| PRO-REM d.o.o., Ljubljana - v likvidaciji | Real estate | Slovenia | 19,974 | 162 | 100 | 100 | - | - |
| OL Nekretnine d.o.o., Zagreb - u likvidaciji | Real estate | Croatia | 1,467 | 153 | 100 | 100 | - | - |
| NLB Srbija d.o.o., Beograd | Real estate | Serbia | 31,591 | (709) | 100 | 100 | 100 | 100 |

\*100% ownership of NLB Lease&Go, leasing, d.o.o., Ljubljana.

\*\*51% ownership of NLB Lease&Go, leasing, d.o.o., Ljubljana and 49% ownership of NLB Banka a.d., Skopje.

Changes in ownership interest in the subsidiaries of NLB Group in 2023 and 2022 are presented in note 3.

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Data of subsidiaries with significant non-controlling interests, before intercompany eliminations:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Banka,    Skopje |  | NLB Banka,  Prishtina |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Non-controlling interest in equity in % | 13.03 | 13.03 | 17.62 | 17.62 |
| Non-controlling interest‘s voting rights in % | 13.03 | 13.03 | 17.62 | 17.62 |
| Income statement and statement of comprehensive income |  |  |  |  |
| Revenues | 111,640 | 94,624 | 68,468 | 58,296 |
| Profit/(loss) for the year | 44,517 | 37,874 | 35,968 | 32,402 |
| Attributable to non-controlling interest | 5,801 | 4,935 | 6,339 | 5,710 |
| Other comprehensive income | 3,363 | (5,071) | (141) | (309) |
| Total comprehensive income | 47,880 | 32,803 | 35,827 | 32,093 |
| Attributable to non-controlling interest | 6,239 | 4,274 | 6,314 | 5,656 |
| Paid dividends to non-controlling interest | 4,391 | 1,332 | - | 3,014 |
| Statement of financial position |  |  |  |  |
| Current assets | 867,333 | 826,723 | 716,000 | 563,629 |
| Non-current assets | 1,034,922 | 1,020,798 | 513,757 | 520,009 |
| Current liabilities | 1,393,480 | 1,404,491 | 856,340 | 806,646 |
| Non-current liabilities | 228,788 | 177,186 | 223,748 | 163,148 |
| Equity | 279,987 | 265,844 | 149,669 | 113,844 |
| Attributable to non-controlling interest | 36,482 | 34,639 | 26,376 | 20,063 |

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In September 2023, NLB Group sold its subsidiary

Optima Leasing d.o.o., Zagreb – u likvidaciji.

The assets and liabilities derecognised from NLB Group

financial statements as a result of disposal are as follows:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Cash, cash balances at central banks and other demand deposits at banks | 713 |
| Financial assets measured at amortised cost |  |
| - other financial assets | 4 |
| Other assets | 104 |
| Total assets | 821 |
| Provisions | 30 |
| Other liabilities | 22 |
| Total liabilities | 52 |
| Net assets of subsidiary | 769 |
| Total disposal consideration | 470 |
| Cash and cash equivalents in subsidiary sold | (713) |
| Cash outflow on disposal | (243) |
| Consideration for disposal of the subsidiary | 470 |
| Carrying amount of net assets disposed of | 769 |
| Loss from disposal of subsidiary in consolidated financial statements | (299) |

At sale of subsidiary Optima Leasing d.o.o., Zagreb – u

likvidaciji, NLB Group realised a loss in the amount of

EUR 299 thousand.

c) Disposal of subsidiary Tara Hotel d.o.o., Budva

In May 2023, NLB Group sold its subsidiary Tara Hotel

d.o.o., Budva.

The assets and liabilities derecognised from NLB Group

financial statements as a result of disposal are as follows:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Cash, cash balances at central banks and other demand deposits at banks | 2 |
| Financial assets measured at amortised cost |  |
| - other financial assets | 19 |
| Other assets | 13,938 |
| Total assets | 13,959 |
| Financial liabilities measured at amortised cost |  |
| - borrowings from banks and central banks | 178 |
| - other financial liabilities | 20 |
| Deferred income tax liabilities | 193 |
| Other liabilities | 82 |
| Total liabilities | 473 |
| Net assets of subsidiary | 13,486 |
| Total disposal consideration | 13,019 |
| Cash inflow on disposal | 13,019 |
| Consideration for disposal of the subsidiary | 13,019 |
| Carrying amount of net assets disposed of | 13,486 |
| Loss from disposal of subsidiary in consolidated financial statements | (467) |

At sale of Tara Hotel d.o.o., Budva NLB Group realised a

loss in the amount of EUR 467 thousand and NLB in the

amount of EUR 105 thousand.

b) Disposal of subsidiary Optima Leasing d.o.o., Zagreb – u likvidaciji

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d) Merger of N Banka d.d., Ljubljana

On 1 September 2023, with entry of the merger in the

Register of Companies, the process of legal merger of

N Banka d.d. with NLB d.d. was closed.

As at the date of

the merger, N Banka ceased to exist as an independent

legal entity, and NLB, as a universal legal successor,

took over all of its rights and obligations.

Merger was accounted for using merger accounting

principles, due to the fact that such a merger is

considered to be a business combination involving

entities under common control. NLB has applied for the

merger the following accounting policy:

• As of 1 September 2023 all assets, liabilities and off-

balance sheet items of N Banka were recognised as

they were reported for the purposes of NLB Group

financial statements as of 31 August 2023 in relevant

line items of assets, liabilities and off-balance sheet

items of merged bank; and

• As of 1 September 2023 all income and expenses of

N Banka were recognised as they were reported

for the purposes of NLB Group financial statements

as of 31 August 2023 directly into retained earnings.

Therefore only income and expenses from 1 September

2023 onwards were recognised in the income statement

of merged bank.

As at the day of the merger, NLB also took over

control of the company Privatinvest d.o.o., which was

100% owned by N Banka and whose assets consist

only of repossessed real estate. N Banka also had an

investment in Bankart d.o.o., Ljubljana, which was on the

day of the merger transferred to NLB.

Items of the statement of financial position at the day of the merger were as follows:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Cash, cash balances at central banks and other demand deposits at banks | 118,158 |
| Financial assets measured at fair value through other comprehensive income | 49,477 |
| Financial assets measured at amortised cost |  |
| - debt securities | 13,044 |
| - loans and advances to banks | 3 |
| - loans and advances to customers | 765,552 |
| - other financial assets | 2,664 |
| Investments in associates and joint ventures | 134 |
| Tangible assets |  |
| Property and equipment | 4,884 |
| - own property and equipment | 4,546 |
| - right-of-use assets | 338 |
| Investment property | 784 |
| Intangible assets | 685 |
| Deferred income tax assets | 2,426 |
| Other assets | 68 |
| Total assets | 957,879 |
| Financial liabilities held for trading | 189 |
| Financial liabilities measured at amortised cost |  |
| - deposits from banks and central banks | 131,070 |
| - borrowings from banks and central banks | 40,084 |
| - due to customers | 574,747 |
| - other financial liabilities | 2,193 |
| Provisions | 7,881 |
| Current income tax liabilities | 1,026 |
| Other liabilities | 943 |
| Total liabilities | 758,133 |
| Equity | 199,746 |
| Total liabilities and equity | 957,879 |

As a result of the merger, NLB’s off-balance sheet

liabilities increased by EUR 200,933 thousand:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Guarantees | 108,673 |
| Commitments to extend credit | 92,260 |
| Total | 200,933 |

Items of the N Banka income statement for the period

1 January - 31 August 2023 as they were reported for the

purposes of NLB Group financial statements:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Net interest income | 27,822 |
| Net fee and commission income | 6,016 |
| Profit for the year | 13,389 |

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e) Acquisition of N Banka d.d., Ljubljana

On the level of the European Central Bank and the

Single Resolution Board, a decision was made on 28

February 2022 to suspend the business operations of

the banking group Sberbank Europe AG, which also

had a subsidiary bank in Slovenia. At the same time,

a transitional period or short-term moratorium was

adopted, during which a solution for the Slovenian

subsidiary, Sberbank banka d.d., was found with the

aim to ensure the continuity of the business operations

for all of its clients. On 1 March 2022, in order to maintain

financial stability in Slovenia, the Single Resolution

Board, in cooperation with the Bank of Slovenia,

adopted a scheme and resolution plan for Sberbank

banka d.d., Ljubljana. Based on this resolution, the

Bank of Slovenia issued a decision using the instrument

of sale of operation in a way that all shares are

transferred from the shareholders to the transferee. In

the process of finding a new owner of Sberbank banka

d.d., Ljubljana, a sale agreement was concluded with

NLB, which became an owner of 100% of the bank’s

shares as at 1 March 2022. At the date of acquisition,

the acquired bank had one 100% owned subsidiary,

company Privatinvest d.o.o., whose assets consist only

of repossessed real estate. It also had an investment

into Bankart d.o.o., Ljubljana, which is in individual

financial statements of the acquired bank accounted for

as financial asset measured at fair value through other

comprehensive income, while on the level of NLB Group

it is an associate.

In April 2022, Sberbank banka d.d., Ljubljana was

renamed to N Banka d.d., Ljubljana.

The purchase price for the bank was EUR 5,109 thousand

and was fully paid in cash. There are no contingent

consideration arrangements. At the acquisition date, cash

in acquired entities amounted to EUR 265,062 thousand,

therefore the net inflow of cash amounted to EUR 259,953

thousand (included in the statement of cash flows within

payments from investing activities).

The assets and liabilities recognised as a result of the acquisition are as follows:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Cash, cash balances at central banks and other demand deposits at banks | 265,062 |
| Financial assets held for trading | 4,788 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 332 |
| Financial assets measured at fair value through other comprehensive income | 69,387 |
| Financial assets measured at amortised cost |  |
| - debt securities | 12,819 |
| - loans and advances to banks | 2,489 |
| - loans and advances to customers | 1,148,615 |
| - other financial assets | 3,465 |
| Investments in associates and joint ventures | 11 |
| Tangible assets |  |
| Property and equipment | 10,905 |
| - own property and equipment (note 5.8.b) | 6,387 |
| - right-of-use assets | 4,518 |
| Investment property | 464 |
| Intangible assets | 1,424 |
| Current income tax assets | 46 |
| Deferred income tax assets | 4,481 |
| Other assets | 2,169 |
| Total assets | 1,526,457 |
| Financial liabilities held for trading | 4,698 |
| Financial liabilities measured at amortised cost |  |
| - deposits from banks and central banks | 24,937 |
| - borrowings from banks and central banks | 190,008 |
| - due to customers | 1,072,411 |
| - other financial liabilities | 30,155 |
| Provisions | 21,896 |
| Current income tax liabilities | 2,249 |
| Other liabilities | 2,184 |
| Total liabilities | 1,348,538 |
| Net identifiable assets acquired | 177,919 |
| Consideration given | 5,109 |
| Gain from bargain purchase | 172,810 |

NLB owns 100% of N Banka, therefore no non-controlling

interests were recognised as a result of acquisition.

The acquisition of N Banka resulted in a gain from

a bargain purchase in the amount of EUR 172,810

thousand, which is recognised in the income statement

under the line item ‘Gain from bargain purchase.’

Current market conditions, when banks are generally

valued below their net book values, usually result in

recognition of a gain from a bargain purchase, which is

in the case of N Banka even higher than it would be as

a result of an orderly transaction, since the bank was

acquired in the process of resolution. Gain from bargain

purchase is not taxable.

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As a result of the acquisition, NLB Group’s off-balance

sheet liabilities increased by EUR 277,772 thousand:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Guarantees | 136,309 |
| - financial | 41,615 |
| - non-financial | 94,694 |
| Commitments to extend credit | 138,749 |
| Letters of credit | 2,714 |
| Total | 277,772 |

Since the bank was acquired within a very short

timeframe in the process of resolution, acquisition-

related costs were immaterial.

NLB obtained all the necessary information for

measuring fair values, therefore no amounts were

measured and recognised on a provisional basis.

The valuation techniques used for measuring the fair value of material assets and liabilities acquired were as follows:

|  |  |
| --- | --- |
|  |  |
| Assets acquired | Valuation technique | |
| Performing loans | Discounted cash flow approach:  Since these are performing loans, it was assumed that they would be  repaid by future cash flows in accordance with amortisation schedules. Credit risk was considered for  loans which are classified in Stage 2 in N Banka individual financial statements, by reducing future cash  flows accordingly. Also prepayment risk was estimated for consumer and mortgage loans.  The discount rates used for fair value measurement of loans were based on the publicly available interest  rates published by Bank of Slovenia, that represent market rates and are thus considered the most  appropriate. Discount rates differ based on product type, client segment, maturity and currency. |
|  |
|  |
|  |
|  |
|  |
|  |  |
| Non-performing loans | Discounted cash flow approach  Since these are non-performing loans, it could generally not be assumed  that they would be repaid with cash flows from client’s regular business. Instead, gone concern principle was  used, taking into account liquidation value of collateral as expected cash flows. Appropriate haircuts for age  of valuations, type of collateral, type of location, and type of real estate were used to estimate the liquidation  value of collateral, which was then discounted for a period of 4 years, with the required yield of 15%.  : |
|  |
|  |
|  |
|  |  |
|  | For debt securities classified in Level 1 of fair value hierarchy, fair values were determined by an  observable market price in an active market for an identical asset. For valuing debt securities in Level 2,  income approach was used, based on the estimation of future cash flows discounted to the present value.  The input parameters used in the income approach were the risk-free yield curve and the spread over the  yield curve (credit, liquidity, country). |
| Debt securities |  |
|  |
|  |
|  |  |
| Real estate | Three approaches were used for estimating the value of real estate - the income capitalisation approach,  the sale comparison approach and the residual land value approach. Each views the valuation from  different perspectives and considers data from different market sources. The most suitable approach  depends on the characteristics and use of individual real estate. |
|  |
|  |
|  |
| The income capitalization approach:  Values property by the amount of income - cash flow that it can  potentially generate. The value of the property is derived by converting the expected income generated  from a property into a present value estimate using market capitalization rate. This method is commonly  used for valuing income-generating properties. |  |
|  |
|  |
|  |
| The sale comparison approach:  Values property by comparing similar properties that have been sold  recently. This approach is sometimes referred to as the ‘direct sales comparison approach.’ The reliability  of an indication found by this method depends on the quality of comparable data found in the marketplace  and application of adequate adjustments for individually appraised real estate. When sale transactions  are not available, the direct sales comparison approach is not applicable. |  |
|  |
|  |
|  |
|  |
| Residual land value approach:  is a method for calculating the value of development land. It is performed  by subtracting from the total value of a development project, all costs associated with the development  project, including profit but excluding the cost of the land. It is applicable only for development/  construction land. |  |
|  |
|  |
|  |
| Liabilities acquired | Valuation technique |
|  | Discounted cash flow approach:  Aggregated future cash flows were discounted by applying market  interest rates for term deposits. As a discount rate, average market rates on the deposits, published by  Bank of Slovenia, were used. |
| Deposits |  |
|  |  |

The fair value of acquired loans and advances to

customers is EUR 1,148,615 thousand, of which EUR

1,127,261 thousand relates to performing portfolio and

EUR 21,354 thousand to non-performing portfolio.

The latter was recognised as purchased or originated

credit-impaired financial assets (POCI). The gross

contractual amount for performing loans and advances

to customers is EUR 1,135,072 thousand and for this

exposure 12-month expected credit losses in the amount

of EUR 8,552 thousand were recognised through the

income statement. The gross contractual amount for

non-performing loans and advances to customers

is EUR 49,641 thousand, and it is expected that

approximately EUR 23 million of the contractual cash

flows will not be collected.

Immediately after acquisition, 12-month expected credit

losses for Stage 1 financial assets in the amount of

EUR 8,900 thousand and attributable deferred taxes

in the amount of EUR 1,691 thousand were recognised.

Additionally, EUR 39,657 thousand of revenue, EUR 18,294

thousand of gain after tax, and EUR 2,650 thousand of

other comprehensive loss were recognised in NLB Group

financial statements since the acquisition date. Had the

acquisition occurred on 1 January 2022, management

estimates that the consolidated revenue (excluding gain

from bargain purchase) would have been approximately

EUR 960 million, and the consolidated profit for the year

(excluding gain from bargain purchase) approximately

EUR 265 million. The exact result is difficult to determine

due to the changed circumstances during the year,

especially the impact of the war in Ukraine.

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f) Acquisition of NLB Lease&Go leasing d.o.o. Beograd

In November 2022, NLB Lease&Go, leasing, d.o.o.,

Ljubljana became an owner of 95.20% of financial

company Zastava Istrabenz Lizing, d.o.o., Beograd.

In January 2023, Zastava Istrabenz Lizing, d.o.o., Beograd

was renamed to NLB Lease&Go leasing d.o.o. Beograd.

The purchase price for the company was EUR 1,036

thousand and was fully paid in cash. There are

no contingent consideration arrangements. At the

acquisition date, cash in acquired entity amounted to EUR

117 thousand, therefore the net outflow of cash amounted

to EUR 919 thousand (included in the statement of cash

flows within payments from investing activities).

The assets and liabilities recognised as a result of the

acquisition are as follows:

|  |  |
| --- | --- |
|  |  |
|  | in EUR thousands |
| Cash, cash balances at central banks and other demand deposits at banks | 117 |
| Financial assets measured at amortised cost |  |
| - loans and advances to banks | 171 |
| - loans and advances to customers | 913 |
| - other financial assets | 5 |
| Tangible assets |  |
| Property and equipment | 137 |
| - own property and equipment (note 5.8.b) | 137 |
| Investment property | 302 |
| Intangible assets | 20 |
| Current income tax assets | 5 |
| Other assets | 2 |
| Total assets | 1,672 |
| Financial liabilities measured at amortised cost |  |
| - borrowings from other customers | 490 |
| - other financial liabilities | 7 |
| Provisions | 7 |
| Other liabilities | 8 |
| Total liabilities | 512 |
| Net identifiable assets acquired (100%) | 1,160 |
| Less: non-controlling interests | 56 |
| Net assets acquired (NLB Group share) | 1,104 |
| Consideration given | 1,036 |
| Gain from bargain purchase | 68 |

NLB Group recognises non-controlling interests in NLB

Lease&Go leasing d.o.o. Beograd at the non-controlling

interest’s proportionate share of the acquired entity’s net

identifiable assets.

The acquisition of NLB Lease&Go leasing d.o.o. Beograd

resulted in a gain from a bargain purchase in the

amount of EUR 68 thousand, which is recognised in the

income statement under the line item ‘Gain from bargain

purchase.’ Gain from bargain purchase is not taxable.

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g) Analysis by type of investment in associates and joint ventures

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Carrying amount of the NLB Group‘s interest |  |  |  |  |
| Other financial organisations | 12,519 | 11,677 | 4,293 | 4,282 |
| Enterprises | - | - | 530 | 289 |
| Total | 12,519 | 11,677 | 4,823 | 4,571 |

NLB Group’s associates

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
| 2023 |  |  |  |  |  | in % |
|  |  |  | NLB Group |  | NLB |  |
|  | Nature of  Business | Incorporation  Country of | Shareholding | Voting rights | Shareholding | Voting rights |
| Bankart d.o.o., Ljubljana | processing  Card | Slovenia | 46.03 | 46.03 | 46.03 | 46.03 |
| ARG - Nepremičnine d.o.o.,  Horjul | Real estate | Slovenia | 75.00 | 75.00 | 75.00 | 75.00 |

2022

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in % |
|  |  |  |  | NLB Group |  | NLB |
|  | Nature of  Business | Country of  Incorporation | Shareholding | Voting rights | Shareholding | Voting rights |
| Bankart d.o.o., Ljubljana | Card  processing | Slovenia | 46.03 | 46.03 | 45.64 | 45.64 |
| ARG - Nepremičnine d.o.o.,  Horjul | Real estate | Slovenia | 75.00 | 75.00 | 75.00 | 75.00 |

By contractual agreement between the shareholders,

NLB does not control ARG-Nepremičnine, Horjul, but

does have a significant influence. Therefore, the entity is

accounted as an associate.

The carrying amount of interests in associates included

in the consolidated financial statements of NLB Group:

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
|  | 2023 | 2022 |
| Carrying amount of the NLB Group‘s interest | 12,519 | 11,677 |
| NLB Group‘s share of: |  |  |
| - Profit for the year | 1,072 | 781 |
| - Other comprehensive income | 45 | 121 |
| - Total comprehensive income | 1,117 | 902 |

NLB Group’s interest in an associate was in previous

years reduced to zero, consequently NLB Group did

not recognise a share of profit in the amount of EUR

347 thousand in 2023 (2022: EUR 87 thousand). The

cumulative unrecognised share of losses of an associate

as at 31 December 2023 amounted to EUR 1,742 thousand

(31 December 2022: EUR 2,083 thousand).

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NLB Group’s joint ventures

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in % |
|  |  |  | 2023 | 2022 |
|  | Nature of  Business | Incorporation  Country of | Voting rights | Voting rights |
| Prvi Faktor Group, Ljubljana | Finance | Slovenia | 50 | 50 |

NLB Group’s interest in a joint venture was in previous

years reduced to zero, consequently NLB Group did

not recognise a share of profit in the amount of EUR

751 thousand in 2023 (2022: EUR 429 thousand). The

cumulative unrecognised share of losses of a joint

venture as at 31 December 2023 amounted to EUR 13,645

thousand (31 December 2022: EUR 14,396 thousand).

h) Movements of investments in associates

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
| NLB Group | 2023 | 2022 |
| Balance as at 1 January | 11,677 | 11,525 |
| Acquisition of subsidiary (note 5.12.e) | - | 11 |
| Share of result before tax | 1,394 | 827 |
| Share of tax | (322) | (46) |
| Net gains/(losses) recognised in other comprehensive income | 45 | 121 |
| Dividends received | (275) | (761) |
| Balance as at 31 December | 12,519 | 11,677 |

5.13. Other assets

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Assets, received as collateral (note 6.1.l) | 27,637 | 51,586 | 3,129 | 3,170 |
| Deferred expenses | 12,313 | 12,200 | 6,915 | 6,929 |
| Inventories | 5,825 | 4,961 | 2,943 | 2,324 |
| Claim for taxes and other dues | 1,599 | 1,509 | 531 | 417 |
| Prepayments | 1,780 | 2,287 | 389 | 321 |
| Total | 49,154 | 72,543 | 13,907 | 13,161 |

Assets, received as collateral on NLB Group in the

amount of EUR 27,122 thousand (31 December 2022: EUR

50,913 thousand), and on NLB in the amount of EUR

3,129 thousand (31 December 2022: EUR 3,170 thousand)

consist of real estate (note 6.1.l).

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5.14. Movements in allowance for the impairment of financial assets

a) Movements in allowance for the impairment of loans and receivables measured at amortised cost

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2023 | Effects of  translation  of foreign  operations to  presentation  currency | Transfers | Increases/  (Decreases) | Write-offs | Changes in  models/risk  parameters | Foreign  exchange  differences  and other  movements | Disposal of  subsidiary | Balance as at  31 Dec 2023 | Repayments  of written-off  receivables |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |  |
|  |  |  |  |  |
| Notes |  |  |  | 4.14. |  | 4.14. |  |  | 5.6.b), c), d) | 4.14. |  |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 161 | - | - | 49 | - | - | 3 | - | 213 | - |
| Loans and advances to individuals | 31,385 | (13) | 31,614 | (22,681) | (221) | (419) | 3 | - | 39,668 | - |
| Loans and advances to other customers | 59,840 | (17) | (1,229) | 5,634 | - | (13,134) | (7) | - | 51,087 | - |
| Other financial assets | 1,246 | - | (17) | (201) | (42) | (117) | (225) | (20) | 624 | - |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | 14,582 | (5) | (28,704) | 34,051 | (18) | 5,121 | 24 | - | 25,051 | - |
| Loans and advances to other customers | 31,230 | 1 | (1,988) | (9,837) | (8) | 156 | 224 | - | 19,778 | - |
| Other financial assets | 38 | - | (36) | 82 | (17) | (26) | (1) | - | 40 | - |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 108 | - | - | (26) | - | - | 4 | - | 86 | - |
| Loans and advances to individuals | 75,807 | (5) | (2,910) | 29,543 | (23,445) | 720 | 4,070 | - | 83,780 | 8,703 |
| Loans and advances to other customers | 111,154 | 645 | 3,217 | (8,614) | (19,399) | (364) | 22,624 | - | 109,263 | 15,237 |
| Other financial assets | 7,750 | - | 53 | 3,374 | (764) | (18) | 17 | (271) | 10,141 | 261 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | (499) | - | - | (414) | (456) | - | 2,393 | - | 1,024 | 1,377 |
| Loans and advances to other customers | (3,134) | (6) | - | (4,817) | (1,026) | - | 14,968 | - | 5,985 | 2,012 |
| Other financial assets | 185 | (2) | - | 185 | - | - | 863 | - | 1,231 | - |

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Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2022 | Effects of  translation  of foreign  operations to  presentation  currency |  |  |  |  |  |  |  |
| Transfers |  |  |  | Foreign  exchange  differences  and other  movements | Balance as at  31 Dec 2022 | Repayments  of written-off  receivables |
| Increases/  (Decreases) | Write-offs | Changes in  models/risk  parameters |
|  |
|  |
|  |
|  |
|  |
|  |
|  |  |  |
|  |  |  |  |  |  |  |  |  |
| Notes |  |  |  | 4.14. |  | 4.14. |  | 5.6.b), c), d) | 4.14. |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 198 | 1 | - | (46) | - | 5 | 3 | 161 | - |
| Loans and advances to individuals | 18,336 | (6) | 19,708 | (12,932) | (239) | 6,521 | (3) | 31,385 | - |
| Loans and advances to other customers | 50,961 | 6 | (4,026) | 18,487 | (1) | (5,585) | (2) | 59,840 | - |
| Other financial assets | 476 | 1 | (263) | 911 | (72) | 20 | 173 | 1,246 | - |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | 7,398 | (4) | (12,893) | 16,206 | (18) | 3,897 | (4) | 14,582 | - |
| Loans and advances to other customers | 26,624 | 2 | 2,175 | 2,943 | (1) | (493) | (20) | 31,230 | - |
| Other financial assets | 36 | (1) | 13 | 1 | (26) | 12 | 3 | 38 | - |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | - | - | - | 108 | - | - | - | 108 | - |
| Loans and advances to individuals | 76,047 | 4 | (6,815) | 28,969 | (21,199) | (751) | (448) | 75,807 | 8,213 |
| Loans and advances to other customers | 136,607 | 626 | 1,851 | (9,912) | (27,759) | 144 | 9,597 | 111,154 | 24,770 |
| Other financial assets | 5,714 | (3) | 250 | 1,556 | (1,136) | (22) | 1,391 | 7,750 | 346 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | (157) | 1 | - | 24 | (219) | - | (148) | (499) | 1,537 |
| Loans and advances to other customers | 613 | (2) | - | (11,136) | (244) | - | 7,635 | (3,134) | 3,546 |
| Other financial assets | (608) | - | - | (1,034) | - | - | 1,827 | 185 | 12 |

Column Increases/(Decreases) also includes 12-month

expected credit losses recognised at the acquisition of

N Banka in the amount of EUR 187 thousand for Loans

and advances to banks, in the amount of EUR 8,552

thousand for Loans and advances to customers, and

in the amount of EUR 95 thousand for Other financial

assets (notes 4.14. and 5.12.e).

Other movements relate mainly to income from

repayments of non-performing exposures in NLB

Komercijalna banka a.d. Beograd and N Banka, which

were at acquisition recognised at fair value, without a

corresponding allowance for the impairment and to

expenses due to initial recognition of non-performing

exposure at fair value in NLB.

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Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  |  | in EUR thousands |
| NLB | Balance as at  1 Jan 2023 | Transfers | (Decreases)  Increases/ | Write-offs | Changes in  models/risk  parameters | Foreign  differences  and other  exchange  movements | Merger of  subsidiary | Balance as at  31 Dec 2023 |  |
| Repayments  receivables  of written-off |
|  |  |  |  |  |  |  |  |  |
| Notes |  |  | 4.14. |  | 4.14. |  | 5.12.d) | 5.6.b), c), d) | 4.14. |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 216 | - | (54) | - | 2 | - | - | 164 | - |
| Loans and advances to individuals | 6,161 | 15,744 | (14,192) | (189) | (603) | 1 | 1,151 | 8,073 | - |
| Loans and advances to other customers | 14,880 | (1,199) | (2,541) | - | (3,622) | 25 | 5,939 | 13,482 | - |
| Other financial assets | 203 | (193) | (92) | (7) | (34) | (1) | 222 | 98 | - |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | 7,385 | (14,921) | 15,949 | (10) | 2,127 | 24 | 935 | 11,489 | - |
| Loans and advances to other customers | 800 | 1,344 | (2,647) | (1) | (444) | - | 3,501 | 2,553 | - |
| Other financial assets | 2 | (6) | 7 | (1) | - | - | - | 2 | - |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to banks | - | - | (28) | - | - | 4 | 110 | 86 | - |
| Loans and advances to individuals | 34,286 | (823) | 15,358 | (5,797) | 17 | 819 | 1,803 | 45,663 | 2,967 |
| Loans and advances to other customers | 29,900 | (145) | 11,822 | (7,292) | (29) | 1,677 | 2,375 | 38,308 | 6,793 |
| Other financial assets | 808 | 199 | 785 | (296) | - | (8) | 26 | 1,514 | 77 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | - | - | 1,672 | (20) | - | 88 | 15 | 1,755 | - |
| Loans and advances to other customers | 638 | - | 4,661 | (247) | - | 626 | - | 5,678 | - |
| Other financial assets | 1 | - | - | - | - | 1 | - | 2 | - |

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#### BusinessReport

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Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  | in EUR thousands |
| NLB | Balance as at  1 Jan 2022 | Transfers | Increases/  (Decreases) | Write-offs | Changes in  models/risk  parameters | Foreign  exchange  differences  and other  movements | Balance as at  31 Dec 2022 | Repayments  of written-off  receivables |
|  |
|  |
|  |
|  |
|  |
|  |  |  |  |  |  |  |  |
| Notes |  |  | 4.14. |  | 4.14. |  | 5.6.b), c), d) | 4.14. |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |
| Loans and advances to banks | 182 | - | 34 | - | - | - | 216 | - |
| Loans and advances to individuals | 3,503 | 7,665 | (6,686) | (238) | 1,916 | 1 | 6,161 | - |
| Loans and advances to other customers | 10,101 | 833 | 5,358 | (1) | (1,440) | 29 | 14,880 | - |
| Other financial assets | 62 | 16 | 95 | (17) | 46 | 1 | 203 | - |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | 2,421 | (6,808) | 8,313 | (15) | 3,474 | - | 7,385 | - |
| Loans and advances to other customers | 1,787 | 1,192 | (2,277) | (1) | 100 | (1) | 800 | - |
| Other financial assets | 1 | - | 2 | (1) | - | - | 2 | - |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |
| Loans and advances to individuals | 31,497 | (857) | 9,321 | (5,761) | (279) | 365 | 34,286 | 2,536 |
| Loans and advances to other customers | 47,110 | (2,025) | 3,922 | (11,178) | (94) | (7,835) | 29,900 | 10,313 |
| Other financial assets | 1,090 | (16) | 225 | (491) | - | - | 808 | 210 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |  |
| Loans and advances to other customers | 838 | - | 4,801 | - | - | (5,001) | 638 | - |
| Other financial assets | 6 | - | (5) | - | - | - | 1 | - |

Other movements relate mainly to expenses due to initial

recognition of non-performing exposure at fair value.

The contractual amount outstanding on financial

assets that were written off during the year ending 31

December 2023 and that are still subject to enforcement

activity for NLB Group amounted to EUR 43,080

thousand (31 December 2022: EUR 29,654 thousand), and

for NLB amounted to EUR 15,715 thousand (31 December

2022: EUR 9,949 thousand), of which EUR 2,962 thousand

in NLB Group (31 December 2022: EUR 1,730 thousand)

and EUR 1,904 thousand in NLB (31 December 2022: EUR

1,140 thousand) represent interest receivables that have

not been recognised in the income statement prior to the

write-off.

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b) Movements in allowance for the impairment of debt securities

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2023 | Effects of  translation  of foreign  operations to  presentation  currency | Transfers | Increases/  (Decreases) | Write-offs | Changes in  models/risk  parameters | Foreign exchange  differences and  other movements | Balance as at  31 Dec 2023 |
|  |
|  |
|  |
|  |
|  |
|  |
|  |  |
|  |  |  |  |  |  |  |  |
| Notes |  |  |  | 4.14. |  | 4.14. |  | 5.4.a), 5.6.a) |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 3,519 | 2 | (52) | 1,478 | - | 9 | (10) | 4,946 |
| Debt securities measured at fair value  through other comprehensive income | 9,029 | 4 | - | (2,470) | - | (87) | (1) | 6,475 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 265 | (1) | 52 | (253) | - | 515 | (2) | 576 |
| Debt securities measured at fair value  through other comprehensive income | 70 | - | - | (13) | - | (1) | - | 56 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |
| Debt securities measured at fair value  through other comprehensive income | 6,777 | - | - | (4,483) | (1,537) | - | 41 | 798 |

Release of lifetime ECL credit-impaired debt securities

measured at fair value through other comprehensive

income relates to impairment of Russian sovereign debt,

which was sold in February 2023.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2022 | Effects of  translation  of foreign  operations to  presentation  currency | Transfers | Increases/  (Decreases) | Changes in models/  risk parameters | Foreign exchange  differences and  other movements | Balance as at  31 Dec 2022 |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |  |  |  |  |  |  |
| Notes |  |  |  | 4.14. | 4.14. |  | 5.4.a), 5.6.a) |
| 12-month expected credit losses |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 3,253 | (2) | - | 158 | 104 | 6 | 3,519 |
| Debt securities measured at fair value  through other comprehensive income | 11,148 | 5 | (25) | (2,049) | (67) | 17 | 9,029 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 52 | 1 | - | 271 | (59) | - | 265 |
| Debt securities measured at fair value  through other comprehensive income | 70 | - | (803) | 739 | 12 | 52 | 70 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |
| Debt securities measured at fair value  through other comprehensive income | 798 | - | 828 | 5,235 | - | (84) | 6,777 |

Column Increases/(Decreases) includes also 12-month

expected credit losses recognised at the acquisition of

N Banka in the amount of EUR 60 thousand for Debt

securities measured at amortised cost, and in the

amount of EUR 5 thousand for Debt securities measured

at fair value through other comprehensive income (notes

4.14. and 5.12.e).

Impairment of debt securities measured at fair value

through other comprehensive income relates mainly to

impairment of Russian sovereign debt (note 5.4.).

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2023

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Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
| NLB |  |  |  |  | Changes in  models/risk  parameters | Merger of  subsidiary | Foreign exchange  differences and  other movements | Balance as at  31 Dec 2023 |
| Balance as at  1 Jan 2023 | Transfers | Increases/  (Decreases) | Write-offs |
|  |
|  |
|  |  |  |  |  |
| Notes |  |  | 4.14. |  | 4.14. | 5.12.d) |  | 5.4.a), 5.6.a) |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 1,990 | (52) | 585 | - | (36) | 140 | (3) | 2,624 |
| Debt securities measured at fair value  through other comprehensive income | 2,022 | - | (554) | - | (21) | 204 | (1) | 1,650 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | - | 52 | 123 | - | - | - | (2) | 173 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |
| Debt securities measured at fair value  through other comprehensive income | 6,777 | - | (4,483) | (1,537) | - | - | 41 | 798 |

Release of lifetime ECL credit-impaired debt securities

measured at fair value through other comprehensive

income relates to impairment of Russian sovereign debt,

which was sold in February 2023.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | Changes in  models/risk  parameters | Foreign exchange  differences and o  ther movements | Balance as at  31 Dec 2022 |
| NLB | Balance as at  1 Jan 2022 | Transfers | Increases/  (Decreases) |
|  |
|  |
|  |  |  |  |
| Notes |  |  | 4.14. | 4.14. |  | 5.4.a), 5.6.a) |
| 12-month expected credit losses |  |  |  |  |  |  |
| Debt securities measured  at amortised cost | 1,826 | - | 119 | 42 | 3 | 1,990 |
| Debt securities measured at fair value  through other comprehensive income | 2,203 | (25) | (192) | 32 | 4 | 2,022 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |
| Debt securities measured at fair value  through other comprehensive income | - | (803) | 751 | - | 52 | - |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |
| Debt securities measured at fair value  through other comprehensive income | 798 | 828 | 5,235 | - | (84) | 6,777 |

Impairment of debt securities measured at fair value

through other comprehensive income relates mainly to

impairment of Russian sovereign debt (note 5.4.).

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2023

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c) Explanation of how significant changes in the gross carrying amount of financial instruments contributed to changes in the loss allowance

Movement of gross carrying amount of loans to banks

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | |
|  | 2023 | | 2022 | | 2023 | | 2022 |
|  | 12-month    expected  credit losses | Lifetime  ECL credit-  impaired | 12-month  expected  credit losses | Lifetime  ECL credit-  impaired | 12-month  expected  credit losses | Lifetime  ECL credit-  impaired | 12-month  expected  credit losses |
|  |
|  |
| Balance as at 1 January | 223,126 | 108 | 140,881 | - | 350,841 | - | 199,469 |
| Effects of translation of foreign operations to presentation currency | (105) | - | 74 | - | - | - | - |
| Acquisition of subsidiaries (note 5.12.e), f) | - | - | 2,660 | - | - | - | - |
| Increases/(Decreases) | 322,034 | 5 | 75,516 | - | (202,175) | - | 150,644 |
| Exchange differences on monetary assets | 2,771 | - | 4,103 | - | 482 | - | 728 |
| Transfers | - | - | (108) | 108 | - | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | - | 113 | - |
| Balance as at 31 December | 547,826 | 113 | 223,126 | 108 | 149,148 | 113 | 350,841 |

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#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
| Individuals | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |  |
| Balance as at 1 January 2023 | 6,422,877 | 190,121 | 130,446 | 6,743,444 | 2,922,907 | 101,744 | 59,680 | 3,084,331 |
| Effects of translation of foreign operations  to presentation currency | (1,606) | (24) | (12) | (1,642) | - | - | - | - |
| Transfers | (103,434) | 70,870 | 32,564 | - | (48,707) | 34,682 | 14,025 | - |
| Increases/(Decreases) | 551,995 | (12,564) | (7,469) | 531,962 | 204,972 | 5,439 | (346) | 210,065 |
| Write-offs | (221) | (18) | (23,445) | (23,684) | (189) | (10) | (5,797) | (5,996) |
| Exchange differences on monetary assets | 783 | 124 | 186 | 1,093 | 1,914 | 127 | 189 | 2,230 |
| Modification losses (note 4.12.) | (15,669) | (85) | (105) | (15,859) | - | - | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 298,616 | 10,279 | 9,303 | 318,198 |
| Balance as at 31 December 2023 | 6,854,725 | 248,424 | 132,165 | 7,235,314 | 3,379,513 | 152,261 | 77,054 | 3,608,828 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
| Individuals | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |
| Balance as at 1 January 2022 | 5,372,551 | 120,235 | 128,285 | 5,621,071 | 2,570,925 | 66,035 | 57,396 | 2,694,356 |
| Effects of translation of foreign operations  to presentation currency | 672 | (12) | 8 | 668 | - | - | - | - |
| Acquisition of subsidiaries (note 5.12.e) | 411,068 | - | 6,583 | 417,651 | - | - | - | - |
| Transfers | (106,876) | 78,073 | 28,803 | - | (46,023) | 35,084 | 10,939 | - |
| Increases/(Decreases) | 746,532 | (8,179) | (12,059) | 726,294 | 396,545 | 596 | (2,932) | 394,209 |
| Write-offs | (239) | (18) | (21,199) | (21,456) | (238) | (15) | (5,761) | (6,014) |
| Exchange differences on monetary assets | (746) | 34 | 12 | (700) | 1,698 | 44 | 38 | 1,780 |
| Modification losses (note 4.12.) | (85) | (12) | 13 | (84) | - | - | - | - |
| Balance as at 31 December 2022 | 6,422,877 | 190,121 | 130,446 | 6,743,444 | 2,922,907 | 101,744 | 59,680 | 3,084,331 |

In year 2023, the loss allowance for loans and advances

to individuals increased by EUR 26,725 thousand at the

NLB Group level, while at the NLB level it increased by

EUR 17,393 thousand. The reasons for increases are

also changed risk parameters, which increased the loss

allowance by EUR 5,422 thousand at the NLB Group level,

and by EUR 1,541 thousand at NLB level. At the NLB level,

it also increased due to the merger of N Banka by EUR

3,889 thousand. At the NLB Group level, the gross carrying

amount increased by EUR 491,870 thousand, mainly due

to increased exposure, while at the NLB level it increased

by EUR 524,497 thousand due to increased exposure and

the merger of N Banka (EUR 318,198 thousand).

In year 2022, the loss allowance for loans and advances

to individuals increased by EUR 19,993 thousand at

the NLB Group level, while at the NLB level it increased

by EUR 10,411 thousand. The main reasons for these

increases are changed risk parameters, which increased

loss allowance by EUR 9,667 thousand at the NLB Group

level, and by EUR 5,111 thousand at NLB level and an

increase of the gross carrying amount. At the NLB Group

level, the gross carrying amount increased by EUR

1,122,373 thousand, mainly due to increased exposure

and the acquisition of subsidiaries, while at the NLB level

it increased by EUR 389,975 thousand.

Acquisition of subsidiaries in 2022 (note 5.12.f)

contributed EUR 417,651 thousand to the gross carrying

amount of loans and advances to individuals on the NLB

Group level.

Movement of gross carrying amount of loans and advances to individuals

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Movement of gross carrying amount of loans and advances to other customers

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
| Other customers | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |
| Balance as at 1 January 2023 | 6,028,285 | 423,671 | 201,584 | 6,653,540 | 2,960,455 | 51,906 | 51,133 | 3,063,494 |
| Effects of translation of foreign operations  to presentation currency | (1,887) | (128) | 960 | (1,055) | - | - | - | - |
| Transfers | (94,306) | 80,889 | 13,417 | - | (41,456) | 36,860 | 4,596 | - |
| Increases/(Decreases) | 277,557 | (53,135) | (27,449) | 196,973 | 115,612 | 26,546 | (2,303) | 139,855 |
| Write-offs | - | (8) | (19,399) | (19,407) | - | (1) | (7,292) | (7,293) |
| Exchange differences on monetary assets | (1,622) | (97) | (6) | (1,725) | (91) | - | - | (91) |
| Modification losses (note 4.12.) | (374) | (38) | - | (412) | - | - | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 400,313 | 47,665 | 15,080 | 463,058 |
| Balance as at 31 December 2023 | 6,207,653 | 451,154 | 169,107 | 6,827,914 | 3,434,833 | 162,976 | 61,214 | 3,659,023 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
|  | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
| Other customers |
|  |
| Balance as at 1 January 2022 | 4,630,485 | 412,184 | 239,354 | 5,282,023 | 2,351,275 | 123,304 | 72,637 | 2,547,216 |
| Effects of translation of foreign operations  to presentation currency | 1,189 | 87 | 893 | 2,169 | - | - | - | - |
| Acquisition of subsidiaries (note 5.12.e), f) | 716,577 | - | 15,300 | 731,877 | - | - | - | - |
| Transfers | (154,654) | 123,967 | 30,687 | - | 34,662 | (37,337) | 2,675 | - |
| Increases/(Decreases) | 835,299 | (112,477) | (56,944) | 665,878 | 572,648 | (34,158) | (13,056) | 525,434 |
| Write-offs | (1) | (1) | (27,759) | (27,761) | (1) | (1) | (11,178) | (11,180) |
| Exchange differences on monetary assets | (639) | (106) | 41 | (704) | 1,871 | 98 | 55 | 2,024 |
| Modification losses (note 4.12.) | 29 | 17 | 12 | 58 | - | - | - | - |
| Balance as at 31 December 2022 | 6,028,285 | 423,671 | 201,584 | 6,653,540 | 2,960,455 | 51,906 | 51,133 | 3,063,494 |

In 2023, the gross carrying amount of loans and advances

to other customers increased by EUR 174,374 thousand at

the NLB Group level mostly in Stage 1 due to the increased

exposure. Irrespective of that, the loss allowance

decreased by EUR 22,096 thousand. The main reason for

the decrease were write-offs in the amount of EUR 19,407

thousand. Also, in 2023, the gross carrying amount of

loans and advances to other customers increased by EUR

595,529 thousand at the NLB level, mostly due to merger

of N Bank (EUR 463,058 thousand). The loss allowance

increased by EUR 8,925 thousand, the main reason was

the merger of N Banka (EUR 11,815 thousand).

In 2022, the gross carrying amount of loans and

advances to other customers increased by EUR 1,371,517

thousand at the NLB Group level and EUR 516,278

thousand at the NLB level, mostly in Stage 1 due to the

acquisition of subsidiaries and the increased exposure.

Regardless of that, the loss allowance decreased by EUR

11,968 thousand at the NLB Group level and EUR 12,631

thousand at the NLB level, mainly in Stage 3. The main

reason for the decrease were write-offs in the amount

of EUR 27,761 thousand at the NLB Group level and EUR

11,180 thousand at the NLB level.

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Movement of gross carrying amount of other

financial assets

The gross carrying amount of other financial assets

in 2023 decreased (by EUR 10,090 thousand at the

NLB Group level and EUR 12,202 thousand at the NLB

level), with the majority of these decreases relating

to receivables for the sale of securities. As these

receivables are by their nature short-term, they did

not contribute significantly to the decrease of the loss

allowance. Therefore, the loss allowance for other

financial assets in year 2023 on the NLB Group level

increased only by EUR 1,771 thousand, while at the NLB

level by EUR 601 thousand. The main reason for this

moderate increase at the NLB Group level and on the

NLB level are write-offs (EUR 823 thousand at the NLB

Group level and EUR 304 thousand at the NLB level).

The gross carrying amount of other financial assets in

2022 increased (by EUR 58,402 thousand at the NLB

Group level and EUR 21,855 thousand at the NLB level),

with the majority of this increase relating to credit card

receivables and receivables for the sale of securities. As

these receivables are by their nature short-term, they

did not contribute significantly to the increase of the

loss allowance. Therefore, the loss allowance for other

financial assets in year 2022 on the NLB Group level

increased only by EUR 2,808 thousand, while at the

NLB level it decreased by EUR 140 thousand. The main

reason for this moderate increase at the NLB Group level

and decrease on the NLB level are write-offs (EUR 1,234

thousand at the NLB Group level and EUR 509 thousand

at the NLB level).

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands |
|  | NLB Group | | | | NLB | | |
|  | 2023 | | 2022 | | 2023 | | 2022 |
|  | 12-month    expected  credit losses | Lifetime ECL  not credit -  impaired | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | 12-month  expected  credit losses |
|  |
|  |
| Balance as at 1 January | 1,914,170 | 7,229 | 1,713,711 | 7,220 | 1,599,438 | - | 1,438,250 |
| Effects of translation of foreign operations to presentation currency | (344) | (8) | (187) | 9 | - | - | - |
| Acquisition of subsidiaries (note 5.12.e) | - | - | 12,819 | - | - | - | - |
| Additions | 1,023,233 | - | 411,724 |  | 531,650 | - | 310,394 |
| Derecognition | (453,836) | (24) | (226,884) | - | (200,534) | (24) | (146,939) |
| Net interest income | 36,750 | 136 | 16,791 | - | 24,101 | 136 | 11,431 |
| Exchange differences on monetary assets | (2,234) | (5) | 1,030 | - | (1,664) | (5) | 1,136 |
| Other | 2,684 | - | (14,834) | - | 2,684 | - | (14,834) |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 13,184 | - | - |
| Transfers | (4,993) | 4,993 | - | - | (4,993) | 4,993 | - |
| Balance as at 31 December | 2,515,430 | 12,321 | 1,914,170 | 7,229 | 1,963,866 | 5,100 | 1,599,438 |

Movement of gross carrying amount of debt securities measured at amortised cost

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Movement of gross carrying amount of debt securities measured at fair value through other comprehensive income

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
|  | 12-month    expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |
| Balance as at 1 January 2023 | 2,999,030 | 165 | 8,337 | 3,007,532 | 1,367,496 | - | 8,337 | 1,375,833 |
| Effects of translation of foreign operations  to presentation currency | (262) | - | - | (262) | - | - | - | - |
| Additions | 1,446,746 | - | - | 1,446,746 | 59,345 | - | - | 59,345 |
| Derecognition | (2,233,255) | (21) | (7,526) | (2,240,802) | (463,403) | - | (7,526) | (470,929) |
| Net interest income | 38,624 | - | - | 38,624 | 9,163 | - | - | 9,163 |
| Exchange differences on monetary assets | 1,914 | - | (13) | 1,901 | (753) | - | (13) | (766) |
| Merger of subsidiary | - | - | - | - | 37,085 | - | - | 37,085 |
| Balance as at 31 December 2023 | 2,252,797 | 144 | 798 | 2,253,739 | 1,008,933 | - | 798 | 1,009,731 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | NLB | | | |
|  | 12-month    expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total | 12-month  expected  credit losses | Lifetime ECL  not credit -  impaired | Lifetime  ECL credit-  impaired | Total |
|  |
|  |
| Balance as at 1 January 2022 | 3,396,101 | 184 | 798 | 3,397,083 | 1,526,972 | - | 798 | 1,527,770 |
| Effects of translation of foreign operations  to presentation currency | 1,370 | - | - | 1,370 | - | - | - | - |
| Acquisition of subsidiaries (note 5.12.e) | 53,223 | - | - | 53,223 | - | - | - | - |
| Additions | 1,699,839 | - | - | 1,699,839 | 290,245 | - | - | 290,245 |
| Derecognition | (2,171,808) | (13,750) | - | (2,185,558) | (443,781) | (13,731) | - | (457,512) |
| Net interest income | 38,554 | 38 | (121) | 38,471 | 10,929 | 38 | (121) | 10,846 |
| Exchange differences on monetary assets | 2,054 | 973 | 77 | 3,104 | 3,434 | 973 | 77 | 4,484 |
| Transfers | (20,303) | 12,720 | 7,583 | - | (20,303) | 12,720 | 7,583 | - |
| Balance as at 31 December 2022 | 2,999,030 | 165 | 8,337 | 3,007,532 | 1,367,496 | - | 8,337 | 1,375,833 |

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Contents5.15. Financial liabilities, measured at amortised cost

Analysis by type of financial liabilities, measured at the amortised cost

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Deposits from banks and central banks | 95,283 | 106,414 | 147,002 | 212,656 |
| Borrowings from banks and central banks | 140,419 | 198,609 | 82,797 | 57,292 |
| Due to customers | 20,732,722 | 20,027,726 | 11,881,563 | 10,984,411 |
| Borrowings from other customers | 99,718 | 82,482 | - | 216 |
| Debt securities issued | 1,338,235 | 815,990 | 1,338,235 | 815,990 |
| Other financial liabilities | 357,116 | 294,463 | 198,020 | 164,567 |
| Total | 22,763,493 | 21,525,684 | 13,647,617 | 12,235,132 |

a) Deposits from banks and central banks and amounts due to customers

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Deposit on demand |  |  |  |  |
| - banks and central banks | 75,756 | 86,892 | 127,726 | 193,523 |
| - other customers | 17,454,515 | 17,386,022 | 10,674,541 | 10,268,908 |
| - governments | 351,313 | 421,770 | 64,406 | 151,251 |
| - financial organisations | 285,540 | 306,836 | 225,295 | 254,948 |
| - companies | 4,639,997 | 4,374,028 | 2,543,280 | 2,241,793 |
| - individuals | 12,177,665 | 12,283,388 | 7,841,560 | 7,620,916 |
| Other deposits |  |  |  |  |
| - banks and central banks | 19,527 | 19,522 | 19,276 | 19,133 |
| - other customers | 3,278,207 | 2,641,704 | 1,207,022 | 715,503 |
| - governments | 61,880 | 91,662 | 35,813 | 42,049 |
| - financial organisations | 215,457 | 237,758 | 90,590 | 95,637 |
| - companies | 718,230 | 646,944 | 378,340 | 282,560 |
| - individuals | 2,282,640 | 1,665,340 | 702,279 | 295,257 |
| Total | 20,828,005 | 20,134,140 | 12,028,565 | 11,197,067 |

b) Borrowings from banks and central banks and other customers

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Loans |  |  |  |  |
| - banks and central banks | 140,419 | 198,609 | 82,797 | 57,292 |
| - other customers | 99,718 | 82,482 | - | 216 |
| - governments | 20,357 | 21,535 | - | - |
| - financial organisations | 79,361 | 60,731 | - | - |
| - companies | - | 216 | - | 216 |
| Total | 240,137 | 281,091 | 82,797 | 57,508 |

As at 31 December 2023, NLB Group and NLB had EUR

95,249 thousand in undrawn borrowings (31 December

2022: EUR 96,878 thousand).

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Targeted longer-term refinancing operations (TLTRO)

In December 2021, N Banka participated in ECB TLTRO

III.10 operation and had drawn a credit tranche of EUR

93,000 thousand for three years. In December 2022,

N Banka repaid a part of the loan early in the amount

of EUR 30,000 thousand. In June 2023, N Banka also

repaid the remaining part of the loan early in the

amount of EUR 63,000 thousand.

In June 2021, NLB participated in the ECB TLTRO III.8

operation and had drawn a credit tranche of EUR

750,000 thousand for three years. The loan was repaid

early in June 2022.

NLB Group accounted for these loans according to the

requirements of IFRS 9 and recognises interest income

by applying the expected effective interest rate (note 4.1.).

The expected effective interest rate was estimated based

on the expectation of achieving a lending performance

threshold, and in the case of NLB, also expected early

repayment was taken into account. As the lending

performance threshold was achieved in both banks,

there were no changes in estimates of payments due to

the revised assessment of meeting the eligibility criteria.

Changes in the interest rate applied by the ECB were

implemented prospectively. NLB Group does not consider

these loans as loans at below-market rate of interest, as

these targeted longer-term refinancing operations were

available to all banks under the same conditions.

c) Debt securities issued

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
| NLB Group and NLB |  |  | 31 Dec 2023 |  | 31 Dec 2022 |  |
| Currency | Due date | Interest rate | Carrying  amount | Nominal  value | Carrying  amount | Nominal  value |
| Subordinated bonds |  |  |  |  |  |  |
| EUR | 06.05.2029 | 4.20% to 06.05.2024, thereafter 5Y MS + 4.159% p.a. | 45,980 | 45,000 | 45,941 | 45,000 |
| EUR | 19.11.2029 | 3.65% to 19.11.2024, thereafter 5Y MS + 3.833% p.a. | 119,781 | 120,000 | 119,677 | 120,000 |
| EUR | 05.02.2030 | 3.40% to 05.02.2025, thereafter 5Y MS + 3.658% p.a. | 123,176 | 120,000 | 123,106 | 120,000 |
| EUR | 28.11.2032 | 10.75% to 28.11.2027, thereafter 5Y MS + 8.298% p.a. | 220,458 | 225,000 | 220,054 | 225,000 |
| Total Subordinated bonds |  |  | 509,395 | 510,000 | 508,778 | 510,000 |
| Senior Preferred notes |  |  |  |  |  |  |
| EUR | 19.07.2025 | 6% to 19.07.2024, thereafter 1Y MS + 4.835% p.a. | 307,507 | 300,000 | 307,212 | 300,000 |
| EUR | 27.06.2027 | 7.125% to 27.07.2026, thereafter 1Y MS + 3.606% p.a. | 521,333 | 500,000 | - | - |
| Total Senior Preferred notes |  |  | 828,840 | 800,000 | 307,212 | 300,000 |
| Total Debt securities issued |  |  | 1,338,235 | 1,310,000 | 815,990 | 810,000 |

All issued subordinated bonds represent non-

convertible Tier 2 instruments (note 5.23.). In the event

of bankruptcy or liquidation of the issuer, obligations

arising from Tier 2 instruments shall be repaid:

a) after repayment of all unsubordinated obligations of

the Issuer, as well as at all subordinated obligations

(if any) which are expressed to rank in priority to Tier 2

instruments;

b) with the same priority (

pari passu

) as, and

proportionally with the obligations arising from other

instruments which qualify as Tier 2 instruments or

have the same priority of repayment as the Tier 2

instruments;

c) in priority to the obligations arising from shares

or other instruments which qualify as Common

Equity Tier 1 capital instruments or Additional Tier 1

instruments or have the same priority of repayment as

these instruments.

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Movement of debt securities issued

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB Group and NLB | Subordinated bonds |  | Senior Preferred notes |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 508,778 | 288,519 | 307,212 | - |
| Cash flow items: | (34,538) | 207,523 | 479,708 | 299,029 |
| - new issued | - | 217,873 | 497,708 | 299,029 |
| - repayments of interest | (34,538) | (10,350) | (18,000) | - |
| Non-Cash flow items: | 35,155 | 12,736 | 41,920 | 8,183 |
| - accrued interest | 35,155 | 12,736 | 36,579 | 8,183 |
| - other | - | - | 5,341 | - |
| Balance as at 31 December | 509,395 | 508,778 | 828,840 | 307,212 |

d) Other financial liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Items in the course of settlement | 93,425 | 70,232 | 17,957 | 16,281 |
| Debit or credit card payables | 113,398 | 72,148 | 90,495 | 54,920 |
| Suppliers | 22,872 | 19,608 | 16,614 | 13,455 |
| Lease liabilities (note 5.11.a) | 28,944 | 23,840 | 5,793 | 3,349 |
| Accrued expenses | 35,628 | 33,574 | 17,065 | 15,898 |
| Fees and commissions | 1,242 | 751 | 1,133 | 633 |
| Liabilities to brokerage firms and others for  securities purchase and custody services | 288 | 224 | 268 | 205 |
| Other financial liabilities | 61,319 | 74,086 | 48,695 | 59,826 |
| Total | 357,116 | 294,463 | 198,020 | 164,567 |

Other financial liabilities in the amount of EUR 24,025

thousand (31 December 2022: EUR 24,788 thousand)

relate to a liability recognised in accordance with the

‘Act for Value Protection of Republic of Slovenia’s Capital

Investment in Nova Ljubljanska banka d.d., Ljubljana’

(note 5.16.a). The remaining balance also includes

liabilities to insurance companies, liabilities for received

EIB financial initiatives, that can be used for specified

purposes, received warranties, and obligations for the

purchase of securities.

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5.16. Provisions

a) Analysis by type of provisions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Provisions for guarantees and commitments (note 5.24.a) | 32,548 | 37,609 | 17,941 | 20,299 |
| Stage 1 | 18,429 | 18,826 | 7,653 | 8,156 |
| Stage 2 | 1,655 | 1,953 | 319 | 378 |
| Stage 3 | 12,464 | 16,830 | 9,969 | 11,765 |
| Employee benefit provisions | 17,892 | 18,026 | 11,795 | 11,876 |
| Restructuring provisions | 12,592 | 21,036 | 7,198 | 7,288 |
| Provisions for legal risks | 44,833 | 43,209 | 6,219 | 3,584 |
| Other provisions | 5,440 | 2,772 | 5,303 | 2,169 |
| Total | 113,305 | 122,652 | 48,456 | 45,216 |

Provisions for guarantees and commitments represent

expected credit losses in accordance with IFRS 9,

employee benefits are recognised in accordance

with IAS 19, while all other provisions are recognised

according to IAS 37.

Legal risks

Provisions for legal risks are formed based on

expectations regarding the probable outcome of legal

disputes. As at 31 December 2023, NLB Group was

involved in 41 (31 December 2022: 41) legal disputes with

material claims against Group members in the total

amount of EUR 463,122 thousand, excluding accrued

interest (31 December 2022: EUR 462,564 thousand). As at

31 December 2023, NLB was involved in 21 (31 December

2022: 17) legal disputes with material monetary claims

against NLB. The total amount of these claims, excluding

accrued interest, was EUR 236,727 thousand (31

December 2022: EUR 219,847 thousand).

In connection with legal risks, the largest amount of

material monetary claims relates to civil claims filed

by Privredna banka Zagreb (the PBZ) and Zagrebačka

banka (the ZaBa) against NLB, referring to the old

savings of LB Branch Zagreb savers, which were

transferred to these two banks in a principal amount

of approximately EUR 174.4 million (as per 31 December

2023). Due to the fact the proceedings had been pending

for such a long time, the penalty interest already

exceeds the principal amount. As NLB is not liable for

the old foreign currency savings, based on numerous

process and content-related reasons, NLB has all along

objected to these claims. Two key reasons NLB is not

liable for the old foreign currency savings are that it was

only founded on the basis of the Constitutional Act on 27

July 1994 (at the time the savings were deposited with LB

Branch Zagreb, NLB did not yet exist), and NLB did not

assume any such obligations. Moreover, this is a former

Yugoslavia succession matter, as the governments of the

Republic of Slovenia and the Republic of Croatia agreed

in a Memorandum of Understanding signed in 2013

whose intent was to find a solution to the transferred

foreign currency savings of Ljubljanska banka in Croatia

(LB) on the basis of the Agreement on Succession

Issues. The Memorandum also said that the Republic

of Croatia would ensure the stay of all the proceedings

commenced by the PBZ and the ZaBa in relation to the

transferred foreign currency savings until the issue was

finally resolved.

Despite the agreement in the Memorandum of

Understanding to stay all of the proceedings

commenced, the Court of Appeal, the County Court of

Zagreb, ruled in six claims (as explained below in detail)

in favour of the plaintiff. In four of those cases, NLB

filed a constitutional suit after an extraordinary legal

measure of NLB with the Supreme Court of the Republic

of Croatia was not successful, and in two, NLB filed an

extraordinary legal measure with the Supreme Court of

the Republic of Croatia.

Contrary to the decisions of the court described above

in another case, a claim filed by the PBZ was refused

and the judgment became final in favour of NLB. The

extraordinary legal measure with the Supreme Court

of the Republic of Croatia, filed by the plaintiff, was

dismissed by the Supreme Court on 16 June 2015.

In the other cases, with respect to which court

procedures described above are pending, final court

decisions have not yet been issued.

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The table below summarises the amounts according to final court decisions (not including penalty interest):

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  |  |
| Date of the ruling | Plaintiff | Principal  amount | Costs of the  proceedings | Measures taken by NLB |
| May 2015 | PBZ | 254.76 EUR | 2,094.53 EUR | Constitutional suit against the final judgement, as NLB found the court decision contrary to the legislation in force and  constitutional principles and as well contrary to the Memorandum concluded between the Republic of Slovenia and the  Republic of Croatia. Constitutional Court of the Republic of Croatia rejected the constitutional appeal of NLB d.d. on  21 May 2018. |
|  |
|  |
|  |
|  |
| April 2018 | PBZ | 222,426.39 EUR | 33,616.48 EUR | Constitutional suit against the court decisions (including the decision of the Supreme Court of the Republic of Croatia in  the revision proceeding), as NLB found the court decision contrary to the legislation in force and constitutional principles,  and as well contrary to the Memorandum concluded between the Republic of Slovenia and the Republic of Croatia.  Constitutional Court of the Republic of Croatia rejected the constitutional appeal of NLB d.d. on 5 October 2021. |
|  |
|  |
|  |
|  |
| September 2017 | ZaBa | 492,430.53 EUR | 99,354.14 EUR | Constitutional suit against the court decisions (including the decision of the Supreme Court of the Republic of Croatia in  the revision proceeding), as NLB found the court decision contrary to the legislation in force and constitutional principles,  and as well contrary to the Memorandum concluded between the Republic of Slovenia and the Republic of Croatia.  Constitutional Court of the Republic of Croatia rejected the constitutional appeal of NLB d.d. on 5 October 2021. |
|  |
|  |
|  |
|  |
| November 2017 | PBZ | 220,115.98 EUR | 91,348.88 EUR | NLB challenged the judgments with the extraordinary legal measure (revision) on the Supreme Count of the Republic  of Croatia, which rejected NLB‘s revision on 22 November 2023 (judgment received on 5 January 2024). NLB intends to  challenge the judgment in question with a constitutional lawsuit before the Constitutional Court of the Republic  of Croatia. |
|  |
|  |
|  |
|  |
| December 2018 | PBZ | 3,855,173.35 SEK | 90,241.70 EUR | Constitutional suit against the court decisions (including the decision of the Supreme Court of the Republic of Croatia  in the revision proceeding), as NLB found the court decision contrary to the legislation in force and constitutional  principles and as well contrary to the Memorandum concluded between the Republic of Slovenia and the Republic of  Croatia. Constitutional Court of the Republic of Croatia rejected the constitutional appeal of NLB d.d. on 3 October 2023 |
|  |
|  |
|  |
|  |
| March 2019 | PBZ |  | 424,548.41 EUR | NLB challenged the judgment with the extraordinary legal measure (revision) on the Supreme Count of the Republic of  Croatia and later, if necessary, will challenge the judgment with all other available remedies of the obligations of the old  foreign currency savings in accordance with Slovenian Constitutional Law are not the liabilities of NLB. |
| 9,185,141.76 USD |
|  |  |  |  |

The NLB Shareholders’ Meeting provided the

Management Board of NLB with instructions how to act

in the event of existing or potential new final decisions

by Croatian courts against LB and NLB regarding the

transferred foreign currency deposits, especially not

to voluntarily settle the adjudicated amounts, and also

gave some additional instructions on the usage of

legal remedies and regarding the management of the

property from that perspective.

On 19 July 2018, the National Assembly of the Republic

of Slovenia passed the ‘Act for Value Protection of

Republic of Slovenia’s Capital Investment in Nova

Ljubljanska banka d.d., Ljubljana’ (Zakon za zaščito

vrednosti kapitalske naložbe Republike Slovenije v

Novi Ljubljanski banki d.d., Ljubljana, hereinafter: ‘the

ZVKNNLB’) which entered into force on 14 August 2018.

In accordance with the ZVKNNLB, the Succession Fund

of the Republic of Slovenia (Sklad Republike Slovenije

za nasledstvo, javni sklad, hereinafter: ‘the Fund’),

shall compensate NLB for the sums recovered from

NLB by enforcement of final judgements delivered by

Croatian courts with regard to the transferred foreign

currency deposits, that is the principle amount, accrued

interest, expenses of court, attorney’s expenses and

other expenses of the plaintiff, and expenses related

to enforcement with the accrued interest, and shall

not compensate NLB for its own costs or for the

difference between the book value of its assets sold

in enforcement proceedings and the price obtained

for such assets in enforcement proceedings. There

shall be no compensation for any voluntarily made

payments by NLB. In accordance with the ZVKNNLB

and pursuant to the agreement between NLB and

the Fund, as envisaged by the ZVKNNLB (which was

concluded on 14 August 2018), NLB has to contest the

claims made against it in court proceedings in relation

to transferred foreign currency deposits, and use

against court decisions that are disadvantageous for

NLB, all reasonable legal remedies and to continue to

actively challenge the judicial decisions of the courts of

the Republic of Croatia in relation to transferred foreign

currency deposits on the basis of which enforcement

took place, leading, on the basis of ZVKNNLB, to the

compensation of the sums recovered from NLB by

enforcement. In the aforementioned case from May

2015, the Succession Fund of the Republic of Slovenia

has already compensated the sums recovered from NLB

by enforcement.

Provisions for legal risks for existing claims filed by PBZ

and ZaBa are not formed, since NLB believes that based

on the factual and legal evaluation there are greater

prospects for the court proceedings to end in favour of

NLB than the opposite.

Regardless of the negative outcomes for claims for

which the final ruling was issued, in the financial

statements NLB Group did not recognise the negative

impact on profit and loss due to protection provided

by the ZVKNNLB. For final judgements, NLB Group

recognised the liabilities and related assets, which are

included within other financial assets (note 5.6.d) and

other financial liabilities (note 5.15.d).

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b) Provisions for guarantees and commitments

Movements in provisions for guarantees and commitments

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2023 | Effects of  translation  of foreign  operations to  presentation  currency | Transfer | Increases/  (Decreases) | Changes in  models/risk  parameters | Foreign  exchange  differences  and other  movements | Balance as at  31 Dec 2023 |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
| Notes |  |  |  | 4.13. | 4.13. |  | 5.16.a) |
| 12-month expected credit losses |  |  |  |  |  |  |  |
| Guarantees and commitments | 18,826 | (3) | 583 | 2,609 | (3,587) | 1 | 18,429 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |
| Guarantees and commitments | 1,953 | - | (263) | (873) | 837 | 1 | 1,655 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |
| Guarantees and commitments | 16,830 | - | (320) | (4,039) | (2) | (5) | 12,464 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |
| Guarantees and commitments | 4,095 | 1 | - | (1,015) | - | 14 | 3,095 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
| NLB Group | Balance as at  1 Jan 2022 | Effects of  translation  of foreign  operations to  presentation  currency | Acquisition of  subsidiaries | Transfer | Increases/  (Decreases) | Changes in  models/risk  parameters | Foreign  exchange  differences  and other  movements | Balance as at  31 Dec 2022 |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
| Notes |  |  | 5.12.e) |  | 4.13. | 4.13. |  | 5.16.a) |
| 12-month expected credit losses |  |  |  |  |  |  |  |  |
| Guarantees and commitments | 12,912 | 2 | 921 | 740 | 1,468 | 2,765 | 18 | 18,826 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |  |  |
| Guarantees and commitments | 1,640 | (1) | - | (55) | 291 | 76 | 2 | 1,953 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |  |  |
| Guarantees and commitments | 18,889 | (1) | 180 | (685) | (1,462) | (88) | (3) | 16,830 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |  |  |
| Guarantees and commitments | 4,344 | - | 180 | (11) | (444) | - | 26 | 4,095 |

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|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  | Balance as at  1 Jan 2023 | Transfer | Increases/  (Decreases) | Changes in  models/risk  parameters | Merger of  subsidiary | Balance as at  31 Dec 2023 |
|  |
| NLB |
|  |
|  |
| Notes |  |  | 4.13. | 4.13. | 5.12.d) | 5.16.a) |
| 12-month expected credit losses |  |  |  |  |  |  |
| Guarantees and commitments | 8,156 | 158 | (146) | (1,142) | 627 | 7,653 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |
| Guarantees and commitments | 378 | 147 | (616) | 387 | 23 | 319 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |
| Guarantees and commitments | 11,765 | (305) | (1,589) | 32 | 66 | 9,969 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |
|  |  |  |  |  |  |
| Guarantees and commitments | 2,876 | - | (3) | - | 62 | 2,935 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  | Balance as at  1 Jan 2022 | Transfer | Increases/  (Decreases) | Changes in  models/risk  parameters | Foreign  exchange  differences  and other  movements | Balance as at  31 Dec 2022 |
|  |
|  |
| NLB |
|  |
|  |
|  |
| Notes |  |  | 4.13. | 4.13. |  | 5.16.a) |
| 12-month expected credit losses |  |  |  |  |  |  |
| Guarantees and commitments | 3,909 | 570 | (229) | 3,910 | (4) | 8,156 |
| Lifetime ECL not credit-impaired |  |  |  |  |  |  |
| Guarantees and commitments | 141 | 60 | 192 | (15) | - | 378 |
| Lifetime ECL credit-impaired |  |  |  |  |  |  |
| Guarantees and commitments | 16,510 | (630) | (4,146) | 6 | 25 | 11,765 |
| Of which: Purchased or  originated credit-impaired |  |  |  |  |  |  |
|  |  |  |  |  |  |
| Guarantees and commitments | 4,041 | (11) | (1,179) | - | 25 | 2,876 |

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Movement of contractual amounts of guarantees and commitments in off-balance sheet

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 12-month    expected credit  losses | Lifetime ECL not  credit - impaired | Lifetime ECL  credit-impaired | Total | 12-month  expected credit  losses | Lifetime ECL not  credit - impaired | Lifetime ECL  credit-impaired | Total |
| Balance as at 1 January 2023 | 3,843,293 | 83,270 | 26,897 | 3,953,460 | 2,397,742 | 35,243 | 15,019 | 2,448,004 |
| Effects of translation of foreign  operations to presentation currency | (837) | (28) | (2) | (867) | - | - | - | - |
| Increases/(Decreases) | 224,499 | (9,271) | (7,960) | 207,268 | 216,455 | 1,071 | (2,041) | 215,485 |
| Foreign exchange differences | 231 | - | - | 231 | 152 | - | - | 152 |
| Transfers | (34,627) | 32,645 | 1,982 | - | (28,955) | 28,362 | 593 | - |
| Merger of subsidiary (note 5.12.d) | - | - | - | - | 198,583 | 1,943 | 407 | 200,933 |
| Balance as at 31 December 2023 | 4,032,559 | 106,616 | 20,917 | 4,160,092 | 2,783,977 | 66,619 | 13,978 | 2,864,574 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands |  |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 12-month    expected credit  losses | Lifetime ECL not  credit - impaired | Lifetime ECL  credit-impaired | Total | 12-month  expected credit  losses | Lifetime ECL not  credit - impaired | Lifetime ECL  credit-impaired | Total |
|  |
|  |
|  |
|  |
| Balance as at 1 January 2022 | 3,027,971 | 97,536 | 38,998 | 3,164,505 | 1,913,572 | 49,102 | 26,903 | 1,989,577 |
| Effects of translation of foreign  operations to presentation currency | 541 | 24 | 4 | 569 | - | - | - | - |
|  |
|  |
| Acquisition of subsidiary (note 5.12.f) | 277,325 | - | 447 | 277,772 | - | - | - | - |
| Increases/(Decreases) | 543,028 | (14,927) | (18,212) | 509,889 | 477,730 | (8,465) | (11,491) | 457,774 |
| Foreign exchange differences | 703 | 16 | 6 | 725 | 631 | 16 | 6 | 653 |
| Transfers | (6,275) | 621 | 5,654 | - | 5,809 | (5,410) | (399) | - |
| Balance as at 31 December 2022 | 3,843,293 | 83,270 | 26,897 | 3,953,460 | 2,397,742 | 35,243 | 15,019 | 2,448,004 |

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c) Movements in employee benefit provisions

Post-employment benefits

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 16,021 | 19,227 | 10,672 | 12,781 |
| Effects of translation of foreign  operations to presentation currency | (3) | 2 | - | - |
| Acquisition of subsidiaries (note 5.12.e), f) | - | 1,393 | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | 531 | - |
| Additional provisions (note 4.9.) | 227 | 1,046 | 587 | 635 |
| Provisions released (note 4.9.) | (1,361) | (1,128) | (1,039) | (673) |
| Interest expenses (note 4.1.) | 587 | 335 | 297 | 130 |
| Utilised during year (payments) | (447) | (823) | (91) | (153) |
| Actuarial gains and losses | 444 | (4,031) | (588) | (2,048) |
| Balance as at 31 December | 15,468 | 16,021 | 10,369 | 10,672 |

Other employee benefits

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 2,005 | 2,220 | 1,204 | 1,425 |
| Effects of translation of foreign  operations to presentation currency | (1) | - | - | - |
| Acquisition of subsidiary (note 5.12.e) | - | 167 | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | 79 | - |
| Additional provisions (note 4.9.) | 636 | 275 | 173 | 90 |
| Provisions released (note 4.9.) | (104) | (558) | - | (259) |
| Interest expenses (note 4.1.) | 81 | 39 | 33 | 14 |
| Utilised during year | (193) | (138) | (63) | (66) |
| Balance as at 31 December | 2,424 | 2,005 | 1,426 | 1,204 |

Other employee benefits include NLB Group’s obligations for jubilee long-service benefits.

d) Movements in restructuring provisions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 21,036 | 19,217 | 7,288 | 11,131 |
| Effects of translation of foreign  operations to presentation currency | (1) | 10 | - | - |
| Additional provisions (note 4.13.) | 4,006 | 10,335 | 3,800 | - |
| Provisions released (note 4.13.) | (352) | (10) | - | - |
| Utilised during year | (12,097) | (8,516) | (3,890) | (3,843) |
| Balance as at 31 December | 12,592 | 21,036 | 7,198 | 7,288 |

Additional restructuring provisions recognised during

the year 2023 relate mainly to NLB for the purpose of

continuing the reorganisation, optimisation of work

processes/business in individual segments and HR

restructuring (restructuring of workforce in accordance

with business demands) and the related reduction in the

number of employees.

Additional restructuring provisions recognised during

the year 2022 relate mainly to N Banka and NLB

Komercijalna banka a.d. Beograd and are based on

reorganisation plans in both banks.

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e) Movements in provisions for legal risks

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 43,209 | 4 5,288 | 3,584 | 3,466 |
| Effects of translation of foreign  operations to presentation currency | 8 | 54 | - | - |
|  |
|  |
| Acquisition of subsidiary (note 5.12.e) | - | 1,790 | - | - |
| Disposal of subsidiaries (note 5.12.b) | (30) | - | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | 5,382 | - |
| Additional provisions (note 4.13.) | 16,354 | 7,595 | 899 | 125 |
| Provisions released (note 4.13.) | (9,074) | (5,950) | (3,577) | - |
| Utilised during year | (5,634) | (5,568) | (69) | (7) |
| Balance as at 31 December | 44,833 | 43,209 | 6,219 | 3,584 |

f) Movements in other provisions

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 2,772 | 11 | 2,169 | - |
| Effects of translation of foreign  operations to presentation currency | 1 | - | - | - |
|  |
|  |
| Acquisition of subsidiary (note 5.12.e) | - | 17,452 | - | - |
| Merger of subsidiary (note 5.12.d) | - | - | 1,173 | - |
| Additional provisions (note 4.13.) | 15,019 | 2,372 | 13,300 | 2,200 |
| Provisions released (note 4.13.) | (28) | (8,410) | - | - |
| Utilised during year | (12,324) | (106) | (11,339) | (31) |
| Other | - | (8,547) | - | - |
| Balance as at 31 December | 5,440 | 2,772 | 5,303 | 2,169 |

Other provisions in year 2023 in the NLB Group and NLB

relate mainly to liability in relation to reimbursement of

fees in case of early loan repayment.

At the acquisition of N Banka on 1 March 2022, other

provisions increased by EUR 17,452 thousand, which

represents the assessed fair value of contingent

liabilities of N Banka as at the acquisition date. During

March 2022, some unfavourable events, which were

taken into account already at assessing initial fair

values realised, therefore EUR 8,547 thousand of

provisions were used to decrease the amount of related

receivables, mainly for unsettled derivative transactions.

Additionally, the amount of other provisions significantly

decreased in December 2022 (for EUR 8,400 thousand),

when possible obligation ceased to exist.

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5.17. Deferred income tax

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |  |
|  |  | NLB Group |  |  |  | NLB |  |  |
| 31 Dec 2023 | Deferred income  tax assets | Deferred income  tax liabilities | Included in the  income statement | Included  in other  comprehensive  income | Deferred income  tax assets | Deferred income  tax liabilities | Included in the  income statement | Included  in other  comprehensive  income |
|  |
|  |
|  |
|  |
| Valuation of financial instruments  and capital investments | 59,640 | 7,218 | 8,055 | 4,322 | 55,098 | 3,556 | 7,517 | 10,244 |
|  |
|  |
| Impairment of financial assets | 9,704 | 3,589 | 801 | 1,342 | 1,153 | 538 | (961) | 1,171 |
| Provisions for liabilities and charges | 9,047 | - | (928) | 81 | 1,856 | - | 23 | (31) |
| Depreciation and valuation  of non-financial assets | 4,141 | 1,304 | (452) | - | 123 | 168 | 9 | - |
|  |
|  |
| Fair value adjustments of financial  assets measured at amortised cost | 1,940 | 6,651 | (1,398) | - | 1,412 | - | 94 | - |
|  |
|  |
| Tax losses | 54,069 | - | 54,069 | - | 54,069 | - | 54,069 | - |
| Undistributed profit of subsidiaries | - | 9,626 | (9,626) | - | - | - | - | - |
| Other | 248 | 522 | 461 | - | - | - | - | - |
| Total | 138,789 | 28,910 | 50,982 | 5,745 | 113,711 | 4,262 | 60,751 | 11,384 |

The table above does not include the effects of the merger of N Banka.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
| 31 Dec 2022 | Deferred income  tax assets | Deferred income  tax liabilities | Included in the  income statement | Included  in other  comprehensive  income | Deferred income  tax assets | Deferred income  tax liabilities | Included in the  income statement | Included  in other  comprehensive  income |
|  |
|  |
| Valuation of financial instruments  and capital investments | 48,415 | 8,375 | 6,416 | 12,346 | 38,028 | 5,283 | 4,819 | 2,850 |
| Impairment of financial assets | 9,480 | 5,501 | 2,934 | (892) | 2,050 | 1,672 | 1,133 | (1,102) |
| Provisions for liabilities and charges | 9,899 | - | (1,718) | (441) | 1,819 | - | (555) | (286) |
| Depreciation and valuation  of non-financial assets | 4,737 | 1,641 | 962 | - | 109 | 163 | 3 | - |
| Fair value adjustments of financial  assets measured at amortised cost | 2,046 | 5,366 | (2,540) | - | - | - | - | - |
| Unpaid dividends | - | - | (3,876) | - | - | - | (3,876) | - |
| Tax losses | - | - | (253) | - | - | - | - | - |
| Tax reliefs | - | - | (945) | - | - | - | - | - |
| Other | 141 | 877 | 543 | - | - | - | - | - |
| Total | 74,718 | 21,760 | 1,523 | 11,013 | 42,006 | 7,118 | 1,524 | 1,462 |

Temporary differences on which NLB did not recognise

deferred tax assets, as related deferred tax assets would

exceed the amount of deferred tax assets expected to be

reversed in five years are presented in the table below,

together with non-recognised deferred tax assets.

a) Analysis by type of deferred income taxes

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|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | 31 Dec 2023 |  | 31 Dec 2022 |  |
| NLB | Temporary  difference | deferred tax assets  Non-recognised | Temporary  difference | deferred tax assets  Non-recognised |
| Tax loss | 580,388 | 127,686 | 950,469 | 180,589 |
| Impairments and valuation of capital investments and financial instruments | - | - | 116,913 | 22,213 |

Due to highly successful year 2023 and the projected

good profits in the 5 years profit projections and also

due to the increase of tax rate to 22% for the years

2024-2028, NLB importantly increased the amount of

recognised deferred tax assets in 2023. NLB recognised

all previously non-recognised deferred tax assets for

impairments and valuation of capital investments and

financial instruments and deferred tax assets for tax

loss in amount of EUR 54,069 thousand. The tax loss on

which NLB did not recognise deferred tax assets, as at

31 December 2023 amounts to EUR 580,388 thousand

(31 December 2022: EUR 950,469 thousand). Slovenian

tax law does not set deadlines by which uncovered tax

losses must be utilised, but the use of tax loss is limited

to 50% of the actual tax base. Other banking members

have no tax losses.

NLB did not recognise deferred tax assets on

temporary differences arising from the impairments of

investments in subsidiaries and associates where it is

not probable that the temporary difference will reverse

in the foreseeable future. These temporary differences

amount to EUR 189,311 thousand as at 31 December

2023 (31 December 2022: EUR 282,092 thousand).

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b) Movements in deferred income taxes

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  |  | in EUR thousands |  |
| NLB Group | Provisions for  liabilities and  charges | Valuation  of financial  instruments  and capital  investments | Depreciation  and  valuation of  non-financial  assets | Impairment  of financial  assets | Unpaid  dividends | Tax  losses | Tax  relief | Fair value  adjustments  of financial  assets  measured at  amortised cost | Other | Total |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
| Balance as at 1 January 2022 | 10,128 | 33,002 | 3,505 | 5,879 | 3,876 | 253 | 945 | 320 | 62 | 57,970 |
| Effects of translation of  foreign operations to  presentation currency | 6 | 2 | 3 | 7 | - | - | - | - | - | 18 |
|  |
|  |
| (Charged)/credited to  profit and loss | (1,718) | 4,837 | 1,229 | 3,583 | (3,876) | (253) | (945) | (516) | 79 | 2,420 |
|  |
|  |
| (Charged)/credited to other  comprehensive income | (441) | 10,270 | - | - | - | - | - | - | - | 9,829 |
|  |
|  |
| Acquisition of subsidiary  (note 5.12.e) | 1,924 | 304 | - | 11 | - | - | - | 2,242 | - | 4,481 |
|  |
|  |
| Balance as at 31 December 2022 | 9,899 | 48,415 | 4,737 | 9,480 | - | - | - | 2,046 | 141 | 74,718 |
| Effects of translation of  foreign operations to  presentation currency | (5) | 1 | - | (8) | - | - | - | 2 | - | (10) |
|  |
|  |
| (Charged)/credited to  profit and loss | (928) | 7,490 | (596) | 232 | - | 54,069 | - | (108) | 107 | 60,266 |
|  |
|  |
| (Charged)/credited to other  comprehensive income | 81 | 3,734 | - | - | - | - | - | - | - | 3,815 |
|  |
|  |
| Balance as at 31 December 2023 | 9,047 | 59,640 | 4,141 | 9,704 | - | 54,069 | - | 1,940 | 248 | 138,789 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  | in EUR thousands |  |
| NLB | Provisions for  liabilities and  charges | Valuation  of financial  instruments  and capital  investments | Depreciation  and valuation  of non-financial  assets | Impairment of  financial assets | Tax  losses | Fair value  adjustments of  financial assets  measured at  amortised cost | Unpaid  dividends | Total |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
| Balance as at 1 January 2022 | 2,660 | 31,696 | 112 | 917 | - | - | 3,876 | 39,261 |
| (Charged)/credited to  profit and loss | (555) | 4,688 | (3) | 1,133 | - | - | (3,876) | 1,387 |
|  |
|  |
| (Charged)/credited to other  comprehensive income | (286) | 1,644 | - | - | - | - | - | 1,358 |
|  |
|  |
| Balance as at 31 December 2022 | 1,819 | 38,028 | 109 | 2,050 | - | - | - | 42,006 |
| (Charged)/credited to  profit and loss | 23 | 7,517 | 14 | (961) | 54,069 | 94 | - | 60,756 |
|  |
|  |
| (Charged)/credited to other  comprehensive income | (31) | 8,517 | - | - | - | - | - | 8,486 |
|  |
|  |
| Merger of subsidiary (note 5.12.d) | 45 | 1,036 | - | 64 | - | 1,318 | - | 2,463 |
| Balance as at 31 December 2023 | 1,856 | 55,098 | 123 | 1,153 | 54,069 | 1,412 | - | 113,711 |

Deferred income tax assets

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Deferred income tax liabilities

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
| NLB Group | Impairment of  financial assets | Valuation  of financial  instruments  and capital  investments | Depreciation and  valuation of  non-financial  assets | Undistributed  profit of  subsidiaries | Fair value  adjustments of  financial assets  measured at  amortised cost | Other | Total |
| Balance as at 1 January 2022 | 3,960 | 12,026 | 1,374 | - | 3,338 | 1,340 | 22,038 |
| Effects of translation of foreign operations  to presentation currency | - | 4 | - | - | 4 | 1 | 9 |
| Charged/(credited) to profit and loss | 649 | (1,579) | 267 | - | 2,024 | (464) | 897 |
| Charged/(credited) to other comprehensive income | 892 | (2,076) | - | - | - | - | (1,184) |
| Balance as at 31 December 2022 | 5,501 | 8,375 | 1,641 | - | 5,366 | 877 | 21,760 |
| Effects of translation of foreign operations  to presentation currency | (1) | (4) | - | - | (5) | (1) | (11) |
| Charged/(credited) to profit and loss | (569) | (565) | (144) | 9,626 | 1,290 | (354) | 9,284 |
| Charged/(credited)to other comprehensive income | (1,342) | (588) | - | - | - | - | (1,930) |
| Disposal of subsidiaries | - | - | (193) | - | - | - | (193) |
| Balance as at 31 December 2023 | 3,589 | 7,218 | 1,304 | 9,626 | 6,651 | 522 | 28,910 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB | Impairment of  financial assets | Valuation  of financial  instruments  and capital  investments | Depreciation and  valuation of  non-financial  assets | Total |
| Balance as at 1 January 2022 | 570 | 6,620 | 169 | 7,359 |
| Charged/(credited) to profit and loss | - | (131) | (6) | (137) |
| Charged/(credited) to other comprehensive income | 1,102 | (1,206) | - | (104) |
| Balance as at 31 December 2022 | 1,672 | 5,283 | 163 | 7,118 |
| Charged/(credited) to profit and loss | - | - | 5 | 5 |
| Charged/(credited) to other comprehensive income | (1,171) | (1,727) | - | (2,898) |
| Merger of subsidiary (note 5.12.d) | 37 | - | - | 37 |
| Balance as at 31 December 2023 | 538 | 3,556 | 168 | 4,262 |

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Contents5.18. Income tax relating to components of other comprehensive income

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
| 2023 |  | NLB Group |  |  | NLB |  |
|  | Before tax | Tax expense | Net of tax | Before tax | Tax expense | Net of tax |
| Actuarial gains and losses | (444) | 81 | (363) | 588 | (31) | 557 |
| Financial assets measured at fair value through other comprehensive income | 77,722 | 5,664 | 83,386 | 36,106 | 11,415 | 47,521 |
| Share of associates and joint ventures | 45 | - | 45 | - | - | - |
| Total | 77,323 | 5,745 | 83,068 | 36,694 | 11,384 | 48,078 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
| 2022 |  | NLB Group |  |  | NLB |  |
|  | Before tax | Tax expense | Net of tax | Before tax | Tax expense | Net of tax |
| Actuarial gains and losses | 4,031 | (441) | 3,590 | 2,048 | (286) | 1,762 |
| Financial assets measured at fair value through other comprehensive income | (165,438) | 11,454 | (153,984) | (93,955) | 1,748 | (92,207) |
| Share of associates and joint ventures | 121 | - | 121 | - | - | - |
| Total | (161,286) | 11,013 | (150,273) | (91,907) | 1,462 | (90,445) |

5.19. Other liabilities

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Accrued salaries | 28,228 | 21,948 | 19,461 | 14,014 |
| Unused annual leave | 7,657 | 6,886 | 2,761 | 2,569 |
| Deferred income | 11,376 | 11,177 | 4,376 | 4,749 |
| Taxes payable | 7,015 | 5,724 | 4,895 | 4,023 |
| Payments received in advance | 4,377 | 3,346 | 857 | 32 |
| Total | 58,653 | 49,081 | 32,350 | 25,387 |

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5.20. Share capital

The share capital of NLB amounts to EUR 200,000

thousand and did not change in 2023. It is comprised of

20,000,000 no-par-value ordinary registered shares,

with the corresponding value of EUR 10.0 for one share.

All issued shares are fully paid and there are no un-

issued authorised shares. As at 31 December 2023, the

major shareholder of NLB with significant influence is the

Republic of Slovenia, who owns 25.00% plus one share.

The book value of a NLB share on a consolidated level

as at 31 December 2023 was EUR 139.9 (31 December

2022: EUR 114.1), and on a solo level was EUR 108.3

(31 December 2022: EUR 75.9). It is calculated as the

ratio of net assets’ book value excluding other equity

instruments issued and the number of shares.

Distributable profit as at 31 December 2023 amounts to

EUR 1,116,689 thousand (31 December 2022: EUR 515,463

thousand) and consists of NLB net profit for 2023 in the

amount of EUR 514,287 thousand (2022: EUR 159,602

thousand), and retained earnings from previous years in

the amount of EUR 405,463 thousand, increased for the

N Banka merger effect in the amount of EUR 204,904

thousand and reduced for the interests of subordinated

bonds issued in the year 2023 – which are considered

instruments of additional basic capital in the amount of

EUR 7,965 thousand. Its allocation will be subject to a

decision by the Bank’s General Assembly. The proposal

for the General Assembly will be prepared by the

Management and the Supervisory Board, considering

restrictions imposed by the regulators, the Group’s risk

appetite, the target capital adequacy at the Group’s

level and actual prevailing capital position at the time of

the proposal.

The shares give to their holders the right to vote at the

NLB’s meeting of shareholders where, as a rule, each

share entitles its holder to one vote. Nevertheless, a

shareholder who acquires shares which, together with

the shares already held by such shareholder or by a

third person on behalf of such shareholder, represent

more than 25% of the NLB’s share capital, may only

exercise its voting rights under such shares if NLB’s

Supervisory Board approves such an acquisition. The

Supervisory Board’s approval may only be rejected

if, following such an acquisition, such a person would

hold shares representing more than 25% of NLB’s

issued share capital plus one share. The approval

shall be considered given if not expressly rejected in

20 days. No such approval is necessary with respect

to the shares acquired by a person on behalf of third

persons provided that such a person is not entitled to

exercise the voting rights arising out of such shares at

its own discretion and undertakes to NLB that it will not

exercise the voting rights based on voting instructions

unless such voting instructions are accompanied with

a confirmation that the person giving such instructions

is the beneficial owner of the shares with respect to

which votes are to be exercised and does not hold in the

aggregate, directly or indirectly 25% or more NLB shares

with voting rights.

The shares also give their holders the right to be

informed, as well as the pre-emptive right to subscribe

for new shares on a pro rata basis in the case of a

share capital increase, the right to a pro-rata share of

remaining assets in case of bankruptcy or liquidation

or NLB, and the right to receive a dividend. In 2023,

NLB paid dividends for the previous year in the amount

of EUR 5.5 per share (2022: EUR 5.0 per share), which

decreased retained earnings by EUR 110,000 thousand

(2022: EUR 100,000 thousand).

As at 31 December 2023 and 31 December 2022,

NLB holds no own shares. In June 2019, the General

Assembly of NLB authorised the Management Board

that in the period of 36 months from the adoption of

the shareholders’ resolution, it can buy own shares of

the Bank for the payment of variable remuneration to

certain employees as required by the Banking Act and

other relevant regulations. NLB did not buy any own

shares based on this authorisation.

5.21. Other equity instruments issued

On 23 September 2022, NLB issued subordinated notes

intended to qualify as Additional Tier 1 Instruments in

the aggregate nominal amount of EUR 82 million. The

notes have no scheduled maturity date. The issuer

has the option for early redemption of the notes in the

period between 23 September 2027 and 23 March 2028,

and on each distribution payment date after 23 March

2028. Until 23 March 2028, the interest on the principal

of the notes will accrue at the interest rate of 9.721% per

annum, and for each subsequent 5-year period, will

accrue at the applicable interest rate, which shall be

reset prior to the commencement of each such period

(5Y MS + 7.20% per annum). The coupon payments are

discretionary and non-cumulative. The notes terms

provide for a temporary write-down in the event that

the Common Equity Tier 1 ratio of NLB Group and/or

NLB drop(s) below 5.125%. The issue price was equal to

100% of the nominal amount of the notes. The ISIN code

of the notes is SI0022104275. The carrying amount as at

31 December 2023 is EUR 84,178 thousand (31 December

2022: EUR 84,184 thousand).

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Contents5.22. Accumulated othercomprehensive incomeand reserves

a) Reserves

The share premium account as at 31 December 2023 and

31 December 2022 comprises paid-up premiums in the

amount of EUR 822,173 thousand and the revaluation of

share capital from previous years in the amount of EUR

49,205 thousand.

As at 31 December 2023 and 31 December 2022, profit

reserves in the amount of EUR 13,522 thousand relate

entirely to legal reserves in accordance with the

Companies Act.

In 2023, NLB recorded a net profit in the amount of EUR

514,287 thousand (2022: net profit EUR 159,602 thousand)

which is included in the retained earnings as at 31

December 2023.

b) Accumulated other comprehensive income

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Financial assets measured at fair value through  other comprehensive income - debt securities | (66,666) | (143,954) | (35,255) | (78,283) |
|  |
|  |
| Financial assets measured at fair value through  other comprehensive income - equity securities | 6,647 | 1,045 | 144 | (1,460) |
|  |
|  |
| Actuarial defined benefit pension plans | (2,265) | (1,948) | (1,205) | (1,934) |
| Foreign currency translation | (14,588) | (16,485) | - | - |
| Hedge of a net investment in a foreign operation | 754 | 754 | - | - |
| Total | (76,118) | (160,588) | (36,316) | (81,677) |

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5.23. Capital adequacy ratios

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Paid up capital instruments | 200,000 | 200,000 | 200,000 | 200,000 |
| Share premium | 871,378 | 871,378 | 871,378 | 871,378 |
| Retained earnings - from previous years | 1,235,363 | 908,965 | 602,402 | 355,861 |
| Profit eligible - from current year | 327,398 | 334,297 | 159,833 | 49,602 |
| Accumulated other comprehensive income | (75,662) | (98,470) | (36,316) | (50,527) |
| Other reserves | 13,522 | 13,522 | 13,522 | 13,522 |
| Minority interest | 28,798 | 26,806 | - | - |
| Prudential filters: Additional Valuation Adjustments (AVA) | (2,295) | (2,981) | (1,067) | (1,385) |
| (-) Goodwill | (3,529) | (3,529) | - | - |
| (-) Other intangible assets | (37,153) | (41,351) | (20,846) | (23,675) |
| (-) Deferred tax assets | (47,002) | - | (54,069) | - |
| (-) Insufficient coverage for non-performing exposures | (907) | (418) | (246) | (80) |
| COMMON EQUITY TIER 1 CAPITAL (CET1) | 2,509,911 | 2,208,219 | 1,734,591 | 1,414,696 |
| Capital instruments eligible as AT1 Capital | 82,000 | 82,000 | 82,000 | 82,000 |
| Minority interest | 5,907 | 5,481 | - | - |
| Additional Tier 1 capital | 87,907 | 87,481 | 82,000 | 82,000 |
| TIER 1 CAPITAL | 2,597,818 | 2,295,700 | 1,816,591 | 1,496,696 |
| Capital instruments and subordinated loans eligible as Tier 2 capital | 507,516 | 507,516 | 507,516 | 507,516 |
| Minority interest | 3,874 | 3,159 | - | - |
| TIER 2 CAPITAL | 511,390 | 510,675 | 507,516 | 507,516 |
| TOTAL CAPITAL | 3,109,208 | 2,806,375 | 2,324,107 | 2,004,212 |
| RWA for credit risk | 12,168,121 | 11,797,851 | 7,449,829 | 6,356,959 |
| RWA for market risks | 1,447,713 | 1,359,476 | 818,113 | 776,963 |
| RWA for credit valuation adjustment risk | 14,200 | 85,600 | 15,613 | 86,138 |
| RWA for operational risk | 1,707,128 | 1,410,132 | 923,943 | 612,654 |
| TOTAL RISK EXPOSURE AMOUNT (RWA) | 15,337,162 | 14,653,059 | 9,207,498 | 7,832,714 |
| Common Equity Tier 1 Ratio | 16.4% | 15.1% | 18.8% | 18.1% |
| Tier 1 Ratio | 16.9% | 15.7% | 19.7% | 19.1% |
| Total Capital Ratio | 20.3% | 19.2% | 25.2% | 25.6% |

European banking capital legislation – CRD IV, is based

on the Basel III guidelines. The legislation defines three

capital ratios reflecting a different quality of capital:

- Common Equity Tier 1 ratio (ratio between common

or CET1 capital and risk-weighted exposure amount

or RWA), which must be at least 4.5%,

- Tier 1 capital ratio (Tier 1 capital to RWA), which must

be at least 6%, and

- Total capital ratio (total capital to RWA), which must

be at least 8%.

In addition to the aforementioned ratios which form the

Pillar 1 requirement, NLB must meet other requirements

and recommendations that are imposed by the

supervisory institutions or by the legislation:

- The Pillar 2 Requirement (SREP requirement): bank-

specific, obligatory requirement set by the supervisory

institution through the SREP process (together with the

Pillar 1 requirement it represents the minimum total

SREP capital requirement – TSCR),

- The applicable combined buffer requirement (CBR):

a system of capital buffers to be added on top of

TSCR – breaching of the CBR is not a breach of capital

requirement, but triggers limitations in the payment of

dividends and other distributions from capital. Some

of the buffers are prescribed by law for all banks and

some of them are bank-specific, set by the supervisory

institution (CBR and TSCR together form the overall

capital requirement – OCR),

- Pillar 2 Capital Guidance: capital recommendation

set by the supervisory institution through the SREP

process. It is bank-specific and is a recommendation,

and not obligatory. Any non-compliance does not

affect dividends or other distributions from capital;

however, it might lead to intensified supervision and

the imposition of measures to re-establish a prudent

level of capital (including preparation of capital

restoration plan).

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Overall capital requirements of NLB Group on consolidated level:

|  |  |
| --- | --- |
|  |  |
| SREP requirement |  | 2023 | 2022 | 2021 |
| Pillar 1 (P1R) | CET1 | 4.5% | 4.5% | 4.5% |
| AT1 | 1.5% | 1.5% | 1.5% |
| T2 | 2.0% | 2.0% | 2.0% |
| Pillar 2 (P2R) | CET1 | 1.35% | 1.46% | 1.55% |
| Tier 1 | 1.80% | 1.95% | 2.06% |
| Total Capital | 2.40% | 2.60% | 2.75% |
| Total SREP Capital Requirement (TSCR) | CET1 | 5.85% | 5.96% | 6.05% |
| Tier 1 | 7.80% | 7.95% | 8.06% |
| Total Capital | 10.40% | 10.60% | 10.75% |
| Combined buffer requirement (CBR) |  |  |  |  |
| Capital Conservation buffer | CET1 | 2.50% | 2.5% | 2.5% |
| O-SII buffer | CET1 | 1.25% | 1.0% | 1.0% |
| Systemic risk buffer | CET1 | 0.10% | 0.0% | 0.0% |
| Countercyclical buffer | CET1 | 0.26% | 0.0% | 0.0% |
| Overall capital requirement (OCR) = MDA threshold | CET1 | 9.96% | 9.46% | 9.55% |
| Tier 1 | 11.91% | 11.45% | 11.56% |
| Total Capital | 14.51% | 14.10% | 14.25% |
| Pillar 2 Guidance (P2G) | CET1 | 1.0% | 1.0% | 1.0% |
| OCR + P2G | CET1 | 10.96% | 10.46% | 10.55% |
| Tier 1 | 12.91% | 12.45% | 12.56% |
| Total Capital | 15.51% | 15.10% | 15.25% |

As at December 31, 2023, the Group’s Overall Capital

Requirement (OCR) on a consolidated basis was 14.51%.

This requirement has two components:

· The Total SREP Capital Requirement (TSCR) is

10.40%, including 8.00% Pillar 1 and 2.40% Pillar

2 Requirements. As at 1 January 2023, the Pillar 2

Requirement decreased by 0.2 p.p. to 2.40% due to a

better overall SREP assessment.

· The second component is the Combined Buffer

Requirement (CBR), which is 4.11%, and includes a

2.50% Capital Conservation Buffer, a 1.25% O-SII Buffer,

a 0.26% Countercyclical Buffer and a 0.10% Systemic

risk buffer.

In addition to the above requirements, the Pillar 2

Guidance (P2G) is 1.0% of Common Equity Tier 1 (CET1).

Effective from 1 January 2024, NLB has lower capital

requirements. On 1 December 2023, NLB received

a new SREP decision on a consolidated basis for

2024. As per the decision, the Pillar 2 Requirement

decreased by 0.28 p.p. to 2.12% since the overall SREP

assessment improved.

Effective as at 1 January 2025, there will be some

changes in the capital buffer rates for Slovenia. The

countercyclical capital buffer rate for exposures in

Slovenia will increase from 0.5% to 1.0%. At the same

time, the sectoral systemic risk buffer for retail exposures

to natural persons secured by residential real estate will

decrease from 1.0% to 0.5%.

The Bank and NLB Group’s capital covers all the current

and announced regulatory capital requirements,

including capital buffers and other currently known

requirements, as well as the P2G.

As at 31 December 2023, NLB Group capital ratios on a

consolidated basis stand at:

· 16.4% CET1 ratio,

· 16.9% Tier 1 ratio,

· 20.3% Total Capital ratio.

In the scope of regulatory risks, which include credit

risk, operational risk, and market risk, NLB Group

uses a standardised approach for credit and market

risks, while the calculation of capital requirement

for operational risks is made according to a basic

indicator approach. The same approaches are used

for calculating the capital requirements for NLB on

a standalone basis, except for the calculation of the

capital requirement for operational risks where the

standardised approach is used.

As at 31 December 2023, the TCR for the NLB Group

stood at 20.3% (or 1.1 p.p. increase compared to 31

December 2022), and the CET1 ratio stood at 16.4%

(1.3 p.p. increase compared to 31 December 2022), well

above requirements. The higher total capital adequacy

derives from higher capital (EUR 302.8 million compared

to 31 December 2022), which compensated for the

increase of the RWA (EUR 684.1 million compared to 31

December 2022). The NLB Group increased its capital

with a partial inclusion of 2023 profit (EUR 327.4 million).

Temporary treatment of FVOCI for sovereign securities

ceased to apply as at 1 January 2023, which decreased

capital by EUR 61.6 million. This effect was compensated

with EUR 84.5 million in revaluation adjustments. In

December 2023, a deduction item related to deferred

taxes appeared in EUR 47.0 million.

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In 2023, the RWA of Group for credit risk increased

by EUR 370.3 million, mainly as the consequence of

ramping up lending activity in all NLB Group banks,

the most in the Bank, NLB Komercijalna banka a.d.

Beograd and NLB Banka Pristina. Higher RWA for

exposures associated with particularly high risk due

to new project financing loans given, mainly in the

Bank and NLB Komercijalna banka a.d. Beograd, was

partially offset by repayments or by withdrawing the

high-risk flag after fulfilling the relevant conditions. In

contrast, an RWA decrease was observed for liquidity

assets, mainly in NLB Komercijalna banka a.d. Beograd,

due to the maturity of some Serbian bonds and

higher MIGA guarantee for assets at central banks in

a foreign currency (EUR). The higher MIGA guarantee

also reduced the RWA for exposures nominated in

EUR at the central bank in Skopje. Furthermore, RWA

also decreased due to the maturity of Macedonian

bonds and Bosnian bonds of Republika Srpska. The

RWA decline for liquidity assets was partly mitigated

by the RWA increase at institutions, mainly in the Bank

due to the purchase of bank bonds, larger volume of

deposits at commercial banks and higher risk weights

for institutions from countries outside the EEA that

are not on the third-party equivalent list (e.g., the

United Kingdom). Repayments, higher impairments

and provisions, upgrades, and improved data of real

estate collaterals for CRR eligibility resulted in the RWA

reduction for non-performing exposures.

The increase in RWAs for market risks and Credit Value

Adjustments (CVA) in the amount of EUR 16.8 million

compared to 31 December 2022 was the result of higher

RWA for FX risk of EUR 86.6 million (mainly the result of

more opened positions in domestic currencies of non-

euro subsidiary banks – mostly RSD), lower RWA for CVA

risk of EUR 71.4 million (due to a change of calculating

exposure value for derivative transactions subject to

CRR risk based on OEM method) and higher RWA for TDI

risk of EUR 1.2 million (mostly IRS derivatives).

The increase in the RWA for operational risks (EUR 297.0

million compared to 31 December 2022) derived from

the higher net interests, mainly from the Bank and NLB

Komercijalna banka a.d. Beograd, resulting in a higher

three-year average of relevant income. There were no

significant deviations from previous years in the other

components used in the calculations.

The most important goal of internal capital adequacy

assessment process (ICAAP) in NLB Group, set up in

accordance with ECB Guidelines, is ensuring adequate

capital and sustainability on an ongoing basis. The

purpose of this process is to have in place sound,

effective, and comprehensive strategies and processes

to assess and maintain capital on an ongoing basis,

as well the adequate distribution of internal capital for

covering the nature and level of the risks to which NLB

Group is or might be exposed. In addition, NLB Group

gives strong emphasis on its integration into the overall

risk management system in order to assure proactive

support for informed decision-making.

From an economic perspective, NLB Group manages

its capital adequacy by ensuring that all its risks are

adequately covered by internal capital. A normative

perspective is a multiyear forward-looking assessment

of NLB Group which shows its ability to fulfil all of its

capital-related regulatory and supervisory requirements

and risk appetite of NLB Group. Within these capital

constraints, NLB Group defines its management buffers

in the Risk appetite above the regulatory and supervisory

requirement, and the internal capital needs that allow it

to sustainably follow its business strategy. A normative

perspective includes several stress scenarios which are

integrated into NLB Group’s annual business plan review

and budgeting process.

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Contents5.24. Off-balance sheet liabilities

a) Contractual amounts of off-balance sheet financial instruments

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Short-term guarantees | 369,849 | 407,967 | 205,731 | 176,535 |
| - financial | 154,769 | 220,786 | 88,373 | 96,473 |
| - non-financial | 215,080 | 187,181 | 117,358 | 80,062 |
| Long-term guarantees | 1,261,764 | 1,103,341 | 817,646 | 613,061 |
| - financial | 513,523 | 427,743 | 309,909 | 230,318 |
| - non-financial | 748,241 | 675,598 | 507,737 | 382,743 |
| Loan commitments | 2,469,800 | 2,388,468 | 1,822,847 | 1,635,498 |
| Letters of credit | 41,026 | 35,029 | 10,446 | 13,204 |
| Other | 17,653 | 18,655 | 7,904 | 9,706 |
|  | 4,160,092 | 3,953,460 | 2,864,574 | 2,448,004 |
| Provisions (note 5.16.b) | (32,548) | (37,609) | (17,941) | (20,299) |
| Total | 4,127,544 | 3,915,851 | 2,846,633 | 2,427,705 |

Fee income from issued non-financial guarantees

amounted to EUR 8,628 thousand (2022: EUR 7,535

thousand) in NLB Group, and to EUR 5,552 thousand

(2022: EUR 4,574 thousand) in NLB.

In addition to the instruments presented in the table

above, NLB Group and NLB have also some low-

risk off-balance sheet items, for which a 0% credit

conversion factor is applied in accordance with the

Capital Requirements Regulation (credit and other lines

which can be irrevocably cancelled by a bank). As at

31 December 2023, these items at the NLB Group level

amount to EUR 915,450 thousand (31 December 2022:

EUR 657,232 thousand), and at the NLB level EUR 412,330

thousand (31 December 2022: EUR 316,977 thousand).

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b) Analysis of derivative financial instruments by notional amounts

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 31 Dec 2023 |  | 31 Dec 2022 |  | 31 Dec 2023 |  | 31 Dec 2022 |  |
|  | Short-term | Long-term | Short-term | Long-term | Short-term | Long-term | Short-term | Long-term |
| Swaps | 486,874 | 1,526,962 | 257,015 | 1,111,946 | 715,173 | 1,586,962 | 359,978 | 1,111,690 |
| - currency swaps | 482,463 | 10,799 | 256,820 | - | 710,762 | 10,799 | 359,587 | - |
| - interest rate swaps | 4,411 | 1,516,163 | 195 | 1,111,946 | 4,411 | 1,576,163 | 391 | 1,111,690 |
| Options | - | 45,924 | 72 | 60,626 | - | 45,924 | 72 | 60,626 |
| - interest rate options | - | 30,189 | 72 | 46,963 | - | 30,189 | 72 | 46,963 |
| - securities options | - | 15,735 | - | 13,663 | - | 15,735 | - | 13,663 |
| Forward contracts | 74,351 | 6,640 | 54,660 | 11,720 | 72,120 | 6,640 | 54,384 | 11,720 |
| - currency forward | 74,351 | 6,640 | 54,660 | 11,720 | 72,120 | 6,640 | 54,384 | 11,720 |
| Total | 561,225 | 1,579,526 | 311,747 | 1,184,292 | 787,293 | 1,639,526 | 414,434 | 1,184,036 |
|  | 2,140,751 | | 1,496,039 | | 2,426,819 |  | 1,598,470 | |

As at 31 December 2023, the NLB Group held interest

rate swaps intended as fair value hedges of assets

with a total nominal value of EUR 633,798 thousand (31

December 2022: EUR 644,132 thousand) and intended to

hedge the fair value of bonds issued in 2023 with a total

nominal value of EUR 450,000 thousand (note 5.5.b).

As at 31 December 2023, the NLB held interest rate

swaps intended as fair value hedges of assets with

a total nominal value of EUR 573,798 thousand (31

December 2022: EUR 644,132 thousand) and intended to

hedge the fair value of bonds issued in 2023 with a total

contractual value of EUR 450,000 thousand (note 5.5.b).

Derivatives that qualify for hedge accounting are used

to hedge interest rate risk.

The fair values of derivative financial instruments are

disclosed in notes 5.2. and 5.5.

c) Capital commitments

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Capital commitments for purchase of: |  |  |  |  |
| - property and equipment | 3,131 | 1,651 | 3,022 | 1,496 |
| - intangible assets | 2,901 | 5,246 | 2,470 | 5,206 |
| Total | 6,032 | 6,897 | 5,492 | 6,702 |

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Funds managed on behalf of third parties are

accounted separately from NLB Group’s funds. Income

and expenses arising with respect to these funds are

charged to the respective fund, and no liability falls on

NLB Group in connection with these transactions. NLB

Group charges fees for its services.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Fiduciary activities | 30,241,726 | 26,935,868 | 28,278,498 | 24,990,075 |
| Settlement and other services | 1,085,213 | 1,247,360 | 1,010,624 | 1,156,361 |
| Total | 31,326,939 | 28,183,228 | 29,289,122 | 26,146,436 |

|  |  |
| --- | --- |
|  |  |
|  |  |  | in EUR thousands |  |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Assets |  |  |  |  |
| Clearing or transaction account claims for client assets | 30,196,860 | 26,886,137 | 28,243,725 | 24,950,876 |
| From financial instruments | 30,196,322 | 26,866,494 | 28,243,237 | 24,931,891 |
| - receipt, processing, and execution of orders | 11,217,662 | 10,004,881 | 10,407,489 | 9,166,585 |
| - management of financial instruments portfolio | 573,177 | 509,000 | - | - |
| - custody services | 18,405,483 | 16,352,613 | 17,835,748 | 15,765,306 |
| To Central Securities Clearing Corporation or bank  settlement account for sold financial instrument | 128 | 891 | 78 | 233 |
|  |
|  |
| To other settlement systems and institutions for  bought financial instrument (debtors) | 410 | 18,752 | 410 | 18,752 |
|  |
|  |
| Clients‘ money | 44,866 | 49,731 | 34,773 | 39,199 |
| - at settlement account for client assets | 27,082 | 22,037 | 16,989 | 22,037 |
| - at bank transaction accounts | 17,784 | 27,694 | 17,784 | 17,162 |
|  |  |  |  |  |
| Liabilities |  |  |  |  |
| Clearing or transaction liabilities for client assets | 30,241,726 | 26,935,868 | 28,278,498 | 24,990,075 |
| To clients from cash and financial instruments | 30,238,652 | 26,931,466 | 28,275,954 | 24,986,135 |
| - receipt, processing, and execution of orders | 11,233,595 | 10,024,193 | 10,423,422 | 9,185,897 |
| - management of financial instruments portfolio | 582,790 | 519,728 | - | - |
| - custody services | 18,422,267 | 16,387,545 | 17,852,532 | 15,800,238 |
| To Central Securities Clearing Corporation or bank  settlement account for bought financial instrument | 138 | 444 | 138 | 444 |
|  |
|  |
| To other settlement systems and institutions for  bought financial instrument (creditors) | 2,532 | 3,540 | 2,002 | 3,078 |
|  |
|  |
| To bank or settlement bank account for fees and costs, etc. | 404 | 418 | 404 | 418 |

Fee income for funds managed on behalf of third parties

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 2023 | 2022 | 2023 | 2022 |
| Fiduciary activities (note 4.3.b) | 11,666 | 11,025 | 9,567 | 9,395 |
| Settlement and other services | 912 | 1,372 | 806 | 1,363 |
| Total | 12,578 | 12,397 | 10,373 | 10,758 |

5.25. Funds managed on behalf of third parties

Funds managed on behalf of third parties

Fiduciary activities

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6. Risk management

Risk management in NLB Group is implemented in

accordance with the set strategic guidelines, established

internal policies, and procedures which take into account

European banking regulations, the regulations adopted

by the Bank of Slovenia, current EBA guidelines, and

relevant good banking practices. In addition, the Group

is constantly enhancing and complementing the existing

approaches, methodologies, and processes in all risk

management segments with the aim to proactively

support decision-making.

Managing risks and capital efficiently is crucial for NLB

Group sustained long-term profitable operations. A

robust Risk Management framework is comprehensively

integrated into decision-making, steering, and mitigation

processes within the Group. NLB Group gives high

importance to the risk culture and awareness of all

relevant risks within the entire Group.

NLB Group’s Risk management framework supports

business decision-making on strategic and operating

levels, comprehensive steering, proactive risk

management, and mitigation by incorporating:

- risk appetite statement and risk strategy orientations;

- yearly review of strategic business goals, budgeting,

and the capital planning process;

- internal capital adequacy assessment process (ICAAP)

and internal liquidity adequacy assessment process

(ILAAP);

- recovery plan activities;

- other internal stress-testing capabilities, early warning

systems, and regular risk analysis;

- regulatory and internal management reporting.

NLB Group uses the ‘three lines of defence framework’

as an important element of its internal governance,

whereby the Risk management function acts as a

second line of defence. Set governance and different

risk management tools enable adequate oversight of

the Group’s risk profile. Moreover, they support business

operations and enable efficient risk management by

incorporating escalation procedures and different

mitigation measures when necessary.

a) Risk management strategies and processes

The key goal of NLB Group’s Risk Management is to

proactively manage, assess, and monitor risks within

the Group. Sound and holistic understanding of risk

management is embedded into the entire organisation,

focusing on risk identification at a very early stage,

efficient risk management, and mitigation of them with

the aim of ensuring the prudent use of its capital and

adequate liquidity structure to support the financial

resilience of the Group.

Key strategic risk management principles of NLB Group

are defined by its Risk Appetite and Risk Strategy,

designed in accordance with the Group’s business model,

integrating forward-looking perspective. The Strategy

of NLB Group, the Risk Appetite, Risk Strategy, and the

key internal policies of NLB Group – which are approved

by the Management and Supervisory Boards – specify

the strategic goals, risk appetite guidelines, approaches,

and methodologies for monitoring, measuring, and

managing all types of risk in order to meet internal

strategic objectives and fulfil all external requirements.

The main strategic risk guidelines are comprehensively

integrated into decision-making, including the business

plan review and budgeting process.

NLB Group plans a prudent risk profile and optimal

capital usage, representing an important element of its

business strategy and related mid-term financial targets.

The management of credit risk, which is the most

important risk category in NLB Group, concentrates on

taking moderate risks – a diversified credit portfolio,

adequate credit portfolio quality, the sustainable costs

of risk, and ensuring an optimal return considering the

risks assumed. As regards liquidity risk, the tolerance

is low, while the activities are geared towards ensuring

an adequate liquidity position on an ongoing basis. The

Group limited exposure to credit spread risk, arising

from the valuation risk of debt securities portfolio

servicing as liquidity reserves, to moderate level. The

fundamental orientation in the management of interest

rate risk is to limit unexpected negative effects on

revenues and capital, therefore, a moderate tolerance

for this risk is stated. When assuming operational

risk, the Group pursues the orientation that such a

risk must not significantly impact its operations. On

this basis, changes of control activities, processes,

and/or organisation are performed when necessary.

Besides, the Group also focuses on proactive mitigation,

prevention, and minimisation of potential damage.

The conclusion of transactions with derivative financial

instruments at NLB is primarily limited to servicing

customers and hedging Bank’s own positions. In the

area of currency risk, NLB Group pursues the goals of

low to moderate exposure. The tolerance for other risk

types is low and focuses on minimising their possible

impacts on NLB Group’s entire operations.

Environmental, social, and governance (ESG) risks

do not represent a new risk category, but rather one

of risk drivers of the existing types of risks, such as

credit, liquidity, market and operational risk. The Group

integrates and manages them within the established

risk management framework. The management of ESG

risks follows ECB and EBA guidelines with the tendency

to comprehensively integrate them into all relevant

processes. Based on environmental and climate risk

assessment impact of these risks is estimated as low,

except for transition risk in the area of credit which is

assessed as low to medium. With the NZBA commitment

the Bank made a pledge to align the Bank’s lending

and investment portfolio with net-zero emissions by

2050.The availability of ESG data in the region where

NLB Group operates is still lacking. Nevertheless, the

Group made a large progress in the process of obtaining

relevant ESG related data from its clients, being

prerequisite for adequate decision-making and the

corresponding proactive management of ESG risks.

Risk management focuses on managing and mitigating

risks in line with the Group’s Risk Appetite and Risk

Strategy. Within these frameworks, the Group monitors

a range of risk metrics, including internal capital

allocation in order to assure the Group’s risk profile

is in line with its risk appetite. The usage of risk limits

and potential deviations from limits and target values

are regularly reported to the respective committees

and/or the Management Board of the Bank. The

banking subsidiaries within NLB Group adapted a

corresponding approach to monitor and manage their

target risk profiles.

NLB Group established a comprehensive stress-testing

framework and other early warning systems in different

risk areas with the intention to strengthen the existing

internal controls and timely response when necessary.

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Robust and uniform stress-testing programme includes

all material types of risk and relevant stress scenario

analysis, according to the vulnerability of the Group’s

business model. The Group established an internal ESG

stress-testing concept to identify most relevant financial

vulnerabilities stemming from climate risk, which will

be further enhanced by considering disposable ESG-

related data. Stress testing is integrated into the risk

appetite, ICAAP, ILAAP, Recovery Plan, and budgeting

process to support proactive management of the

Group’s risk profile, namely the capital and liquidity

positions in a forward-looking perspective. In addition,

the Group also performs reverse stress tests with the aim

to test its maximum recovery capacity. Other partial risk

assessments are covered by other risk analysis, based

on relevant risk parameters, and integrated into the

process of setting a risk management limit system.

For the purpose of an efficient risk mitigation process,

NLB Group applies a single set of standards to retail

and corporate loan collateral, representing a secondary

source of repayment with the aim of efficient credit

risk management and optimal capital consumption.

The Group has a system for monitoring and reporting

collateral at fair (market) value in accordance with the

International Valuation Standards (IVS). The eligibility

of collateral, by types and ratios referring to prudent

lending criteria, is set within internal lending guidelines.

Credit risk mitigation principles and rules in NLB Group

are described in more relevant details in the section

‘Credit risk management.’ When hedging market risks,

namely interest rate risk and foreign exchange risk, in

line with the set risk appetite, NLB Group follows the

principle of natural hedge or using derivatives in line

with hedge accounting principles.

b) Risk management structure and organisation

NLB Group’s corporate governance framework is based

on the principles of sound and responsible governance,

in accordance with the applicable legislation of the

Republic of Slovenia, particularly the provisions of the

Companies Act (ZGD-1) and the Banking Act (ZBan-3),

the Regulation on Internal Governance Arrangements,

the Management Body, and the Internal Capital

Adequacy Assessment Process for Banks and Savings

Banks, the EBA Guidelines on internal governance, the

EBA Guidelines on the assessment of the suitability of

members of the management body, and key function

holders, as well as the EBA Guidelines on remuneration

practices. Several layers of management provide

cohesive risk management governance in NLB Group.

NLB Group established the three lines of a defence

framework with the aim of managing risks effectively.

The three lines of defence concept provides a

clear division of activities and defines roles and

responsibilities for risk management at different levels

within the Group. Risk management in the Group acts as

a second line of defence, accountable for appropriate

managing, assessing, monitoring, and reporting of risks

in the Bank as the main entity in Slovenia, and as the

competence centre in charge of six banking members,

leasing members, and other non-core subsidiaries

which are in a controlled wind-out.

Overall, the organisation and delineation of

competencies in NLB Group’s risk management

structure is designed to prevent conflicts of interest

and ensure a transparent and documented decision-

making process, subject to an appropriate upward and

downward flow of information. Risk management in

NLB Group is managed within the Risk management

competence line, which is a specialised competence

line encompassing several professional areas for which

the Global Risk Department, the Credit Risk – Corporate

Department, the Credit Risk – Retail Department and

the Evaluation and Control Department are responsible

within NLB, and which reports to the Management

Board, Assets and Liabilities Committee (ALCO)

Risk Committee (RICO) and Credit Committee of the

Management Board and the Risk Committee of the

Supervisory Board. The risk management competence

line is in charge of formulating and controlling the

risk management policies of NLB Group, setting

limits, establishing methodologies, overseeing the

harmonisation of risk management policies within the

NLB Group, monitoring NLB Group’s risk exposures, and

preparing external and internal reports.

All members of NLB Group that are included in the

financial statements of NLB Group, report their

exposure to risks to the competent organisational

units within the Risk management competence line.

These organisational units then report all relevant

risk information to the Management Board and its

respective Committees and the Supervisory Board its

respective Committees, which is where appropriate

measures are adopted.

The credit ratings of clients that are materially important

to NLB Group and the issuing of credit risk opinions

are centralised via the Credit Committee of NLB. The

process follows the co-decision principle, in which the

credit committee of the respective Group member first

approves their decision, following which the Credit

Committee of NLB gives their opinion. The resolution of

the Credit Committee of NLB is made on the basis of all

available documentation, including a non-binding rating

opinion prepared by the underwriting department of

NLB. This same principle and process is also set for the

issuing of credit exposures for the materially important

clients of NLB Group.

Risk monitoring in NLB Group members is operating

within an independent and/or separate organisational

unit. This way, monitoring of risks is established based

on standardised and systemic risk management

approaches. This monitoring enables a comprehensive

overview of the Group’s and of each member’s statement

of financial position. In compliance with the risk appetite,

risk management strategy, and policies of NLB Group,

risk monitoring in each NLB Group member is separated

from its management and/or business function to

maintain the objectivity required when assessing

business decisions (three lines of defence concept). The

organisational unit for managing risks directly reports

to the Management Board and its committees (Credit

Committee, ALCO, RICO and the Operational Risk

Committee) and Management Board, which report to the

Supervisory Board (the Risk Committee of the Supervisory

Board or Board of Directors).

c) Risk measurement and reporting systems

As a systemic banking group, NLB Group is subject

to the Single Supervisory Mechanism (SSM), which is

supervised by the Joint Supervisory Team (JST) of the

ECB and the Bank of Slovenia. The Group member

complies with the ECB regulation, while NLB Group

subsidiaries operating outside Slovenia are also

compliant with the rules set by the local regulators. A

third-party equivalent was approved in Serbia, Bosnia

and Herzegovina, and North Macedonia, resulting

in alignment of local regulation with CRR rules. With

regards to capital adequacy, based on the provisions of

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the Directive (CRD), Decision (CRR), NLB Group applies

a standardised approach to credit and market risk, and

the basic approach (a simplified approach with less data

granularity) to operational risks, with the exception of

NLB which applies the standardised approach.

Across the Group, risks are assessed, monitored,

managed, or mitigated in a uniform manner, as defined

in the Group’s Risk management standards, and

consider the specifics of the markets in which individual

NLB Group members operate. For the purposes of

measuring exposure to credit risk, liquidity risk, interest

rate, and credit spread risk in the banking book,

operational risk, market risk, ESG, and non-financial

risks, in addition to the prescribed regulations, NLB

Group uses internal methodologies and approaches

that enable more detailed monitoring and management

of risks. These internal methodologies are aligned with

ECB, EBA, and Basel guidelines, as well as best practices

in banking methodologies.

As for risk reporting, NLB Group’s internal guidelines

reflect, in addition to internal requirements, the

substance and frequency of reporting required by the

Bank of Slovenia and the ECB. In addition, each member

of NLB Group also complies with the requirements of its

local regulations. Risk reporting is carried out in the form

of standardised reports, pursuant to risk management

policies based on common methodologies for

measuring exposure to risks, uniform database structure

within Data Warehouse (DWH), comprehensive data

quality assurance, and automated report preparation,

which ensures the quality of reports and reduces the

possibility of errors.

d) Data and IT system

Risk data are calculated and stored in NLB Group DWH

and collected from NLB and other Group member’s

DWH. The established process provides an integrated

information in common reference structure where

business users can access in a consistent and subject-

oriented format. Data are regularly checked and

validated. Data used for internal risk assessment,

management, and reporting are the same as data which

NLB Group uses for regulatory reporting.

The Group has established a strong and robust data

governance program that aligns with the goals and

objectives of the Group’s risk management function. NLB

Group data governance and data quality framework

consists of identifying risks, developing policies and

controls on data confidentiality, integrity, accuracy, and

availability, and by executing the second line of defence

controls by an independent validation unit under the

responsibility of Group Data Governance Officer. This

framework covers agreed service level standards for

both in-house and outsourced data-related processes.

e) Main emphasis of risk management in 2023

Efficient managing of risks and capital remains

crucial for NLB Group to sustain long-term profitable

operations. The Group further enhanced the robustness

of its risk management system in all respective risk

categories in order to manage them proactively,

comprehensively, and prudently. Risk identification

in a very early stage, its efficient managing, and the

corresponding mitigation processes represent essential

steps in such a system. The business and operating

environment relevant for NLB Group operations is

changing with trends, such as sustainability, social

responsibility, governance, changing customer

behaviours, emerging new technologies and

competitors, as well as increasing new regulatory

requirements. Respectfully, the risk management

framework is regularly adapted with the aim of

detecting and managing new potential emerging risks.

The NLB Group gives special focus on the inclusion

of risk analysis into the decision-making process on

strategic and operating levels, diversification in order to

avoid a large concentration, optimal usage of internal

capital, appropriate risk-adjusted pricing, regular

education/trainings at all levels of management, and the

assurance of overall compliance with internal policies/

rules and relevant regulations.

During 2023, the Group’s credit portfolio quality

remained of high quality, well diversified, with a stable

rating structure and lower level of NPLs. In the light

of inflationary pressures, higher interest rates and

low GDP growth, the Group recorded a slower credit

portfolio growth in all segments. Impacts of the floods

in Slovenia were estimated as negligible, and only

minor client credit quality deteriorations or received

collaterals were recorded. Besides, the Group monitored

the macroeconomic and geopolitical circumstances

closely, remaining prudent in identifying any increase

in credit risk at a very early stage and proactive in NPL

management. The cost of risk remained at low level,

mainly due to the successful collection of previously

written-off receivables, revised risk parameters, and a

stable portfolio development.in the whole region. The

liquidity position of the Group remained very robust.

Even if a highly unfavourable liquidity scenario would

materialise, the Group holds a sufficient level of high-

quality liquidity reserves. Significant attention was put

into the structure and concentration of liquidity reserves

by incorporating early warning systems, while keeping in

mind the potential adverse negative market movements.

The management of ESG risks follows ECB and EBA

guidelines with a tendency of their comprehensive

integration into all relevant processes. It addresses

the Group’s overall credit approval process and

related credit portfolio management. Sustainable ESG

financing in accordance with Environmental and Social

Management System is integrated into the Group’s Risk

Appetite Statement. As part of its strategy, the Group

does not finance companies that extract fossil fuels or

operate coal-fired power plants. Moreover, in December

2023 NLB as a member of the UN Net-Zero Banking

Alliance, publicly disclosed its Net-Zero commitment.

With this step, the Bank made a pledge to align the

Bank’s lending and investment portfolio with net-zero

emissions by 2050.

As a systemically important institution, the Group was

included in the ECB Stress Test exercise performed in H1

2023. On 30 July, the results of stress tests carried out for

important banks by the ECB to assess the resilience of

the financial institutions were disclosed. The final results

of the bottom-up stress test showed that even in a very

unfavourable market condition defined by the EBA and

ECB, the Group holds sufficient resilience in terms of

capitalisation. The qualitative outcomes were included

in the determination of capital requirements by the ECB,

namely setting Pillar 2 Guidance.

Besides, the Group is also included in two ECB Stress

test exercises – 2024 EBA Fit-for-55 climate risk scenario

analysis and the 2024 ECB Cyber Resilience Stress Test

Exercise, which started in Q3 2023 and will be concluded

in H1 2024.

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SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

6.1. Credit risk management

a) Introduction

In its operations, NLB Group is exposed to credit risk,

or the risk of losses due to the failure of a debtor to

settle its liabilities to NLB Group. For that reason, it

proactively and comprehensively monitors and assesses

the aforementioned risk. In that process, NLB Group

follows the International Financial Reporting Standards,

regulations issued by the European Central Bank or

Bank of Slovenia, and the EBA guidelines. This area is

governed in greater detail by the internal methodologies

and procedures set out in internal acts.

Through regular reviews of the business practices and

the credit portfolios of NLB entities, NLB ensures that

the credit risk management of those entities function

in accordance with NLB Group’s risk management

standards to enable meaningfully uniform procedures at

the consolidated level.

NLB Group manages credit risk at two levels:

- At the level of the individual customer/group of

customers appropriate procedures are followed in

various phases of the relationship with a customer

prior to, during, and after the conclusion of an

agreement. Prior to concluding an agreement, a

customer’s performance, financial position, and past

cooperation with NLB are assessed. To objectively

assess a client’s operation, internal scoring models for

particular client segments or product types have been

developed. It is also important to secure high-quality

collateral even though it does not affect a customer’s

credit rating. This is followed by various forms of

monitoring a customer, in particular an assessment

of its ability to generate sufficient cash flows for the

regular settlement of its liabilities and contractual

obligations. In this part of the credit process, regular

monitoring of clients within the Early Warning System

(EWS) is important. In the case of client default,

restructuring or work-out is initiated depending on the

severity of the client’s position.

- The quality and trends in the credit portfolio,

including on-balance and off-balance sheet

exposures, are actively monitored and analysed at

the level of the overall portfolio of NLB Group and

single banking entities.

Comprehensive analyses are regularly performed

to assure monitoring of the portfolio quality through

time and to identify any breach of limits or targets.

Great emphasis is placed on the evolution of portfolio

structure in terms of client segmentation, credit rating

structure, structure by stages (based on IFRS 9), and

NPL ratios. Furthermore, the coverage of NPL is an

important indicator of potential future losses that is

closely monitored.

Apart from analysing the portfolio as a whole, the

quality of new loans production is monitored to test the

conservativity of the lending standards, which should

ensure the portfolio quality is maintained within the

Group Risk Appetite.

Beside default risk, the portfolio management is also

focused on monitoring single name and industry

concentration, migration, FX lending, and the

Environmental and climate risks of the credit portfolio.

Increasing emphasis is also placed on stress tests that

forecast the effects of adverse negative macroeconomic

movements on the portfolio, on the level of impairments

and provisions, and on capital adequacy. Capital

requirements for credit risk at NLB Group level

within the first pillar are calculated according to the

Standardised approach, while within the second pillar

an internal IRB approach is used to estimate the RWA

for default, migration, and FX lending risk. In addition,

a single name concentration add-on is based on the

Granularity adjustment methodology, and an industry

concentration add-on is estimated based on the HHI

concentration indexes.

NLB and other NLB Group members assess the level

of credit risk losses on an individual basis for material

claims, and at the collective level for the rest of

the portfolio.

An individual review is performed for material Stage

3 financial assets which have been rated as non-

performing based on the information regarding

significant financial problems encountered by a

customer, actual breaches of contractual obligations

such as arrears in the settlement of liabilities, whether

financial assets will be restructured for economic

or legal reasons, and the likelihood that a customer

will enter bankruptcy or a financial reorganisation.

Expected future cash flows (from ordinary operations

and possible redemption of collateral) are assessed

following an individual review. If their discounted value

differs from the book value of the financial asset in

question, impairment must be recognised.

Collective ECL allowances are made for the remainder

of the portfolio, which is not assessed on an individual

basis. Based on IFRS 9 requirements, financial assets

measured at amortised cost or at fair value through

other comprehensive income are attributed to the

appropriate stage based on the estimated increase of

credit risk of a single exposure since initial recognition.

The stage of financial assets determines whether a

12-month or lifetime ECL must be considered. The ECL

calculation is based on the forward-looking probability

of default (PD) and loss given default (LGD), which are

calculated using historic data and statistical modelling,

as well as predicted macroeconomic parameters for

different scenarios. For off-balance financial assets,

the probability of the redemption of guarantees is

considered when creating collective provisions. The

models used to estimate future risk parameters are

validated and backtested on a regular basis to make

loss estimations as realistic as possible.

The management of ESG risks addresses the Group’s

overall credit approval process and related credit

portfolio management. Sustainable financing is

implemented through amended documentary

framework:

- Lending Policy for Non-Financial Companies in

NLB d.d. and NLB Group where in the special

chapter Environmental and Social Framework three

categories are defined (prohibited, restricted, normal

activities);

- Policy Environmental and Social Transaction Policy

Framework in NLB d.d. and NLB Group applies to

certain transactions with the greatest potential for

significant E&S impact (exclusion list, regulatory

compliance check, category A list);

- Methodology Environmental and Social Transaction

Categorisation Methodology Framework in NLB d.d.

and NLB Group provides a guide to the typical level of

inherent environmental and social risk according to

NACE codes.

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Key Highlights

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Strategy

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Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

Beside addressing ESG risks in all relevant stages of

the credit-granting process relevant ESG criteria were

also considered in the collateral evaluation process. On

the portfolio level, the Group does not face any large

concentration towards specific NACE industrial sectors

exposed to climate risk, whereby the role of transitional

risk is more prevailing. The availability of ESG data in

the region where NLB Group operates is still lacking,

nevertheless the Group has made material progress

in this respect in 2022 and has ambitious plans for the

following year.

b) Main emphasis in 2023

In the process of constantly complementing and

enhancing credit risk management, NLB Group focuses

on taking moderate risks, and at the same time ensuring

an optimal return considering the risks assumed.

Preserving high credit portfolio quality represents the

most important key aim, with a focus on the quality of

new placements leading to a diversified portfolio of

customers. The Group is actively present on the market

in the region, financing existing and new creditworthy

clients. To further enhance existing risk management

tools, the Group is constantly developing a wide range of

advanced approaches supported by mathematical and

statistical models in credit risk assessment in line with

best banking practises, while at the same time enabling

faster responsiveness towards clients.

Lending growth, which was observed in the Corporate,

as well as in the Retail segment in 2022 no longer

prevailed in 2023 due rising interest rates that led to less

favourable lending conditions. In the circumstances of

the growing EURIBOR, there was certain transfer to fixed

interest rates, especially in the housing loans market. In

the Corporate segment, the Bank seized opportunities

to finance some of the top corporate clients in the region

while keeping the focus on SME as its key segment.

Credit portfolio remains well-diversified, there is no large

concentration in any specific industry or client segment.

The share of retail portfolio in the whole credit portfolio

is quite substantial, with still prevailing segment of

mortgage loans.

In 2023, the Group’s credit portfolio quality remained

solid with a stable rating structure and diversified

portfolio. Great emphasis was placed on intensive and

proactive handling of problematic customers and an

early warning system for detecting increased credit

risk at a very early stage. The stock of NPE volume

decreased, as a result of active workout management.

As at 31 December 2023, the share of non-performing

exposure by EBA methodology in NLB Group was 1.1%

(1.3% at the end of 2022). Moreover, the coverage ratio

remains high at 64.6%, which is above the EU average

published by the EBA (42.6% in 3Q 2023).

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Risk Management

#### FinancialReport

Financial Report

#### Contents

c) Maximum exposure to credit risk

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Cash, cash balances at central banks, and  other demand deposits at banks | 6,103,561 | 5,271,365 | 4,318,032 | 3,339,024 |
| Financial assets held for trading | 15,718 | 21,588 | 17,957 | 21,692 |
| Non-trading financial assets mandatorily  at fair value through profit or loss | 5,217 | 3,116 | 7,785 | 7,892 |
| Financial assets at fair value through  other comprehensive income | 2,164,464 | 2,838,796 | 962,084 | 1,291,277 |
| Financial assets at amortised cost |  |  |  |  |
| Debt securities | 2,522,229 | 1,917,615 | 1,966,169 | 1,597,448 |
| Loans to governments | 386,291 | 303,443 | 118,220 | 124,736 |
| Loans to banks | 547,640 | 222,965 | 149,011 | 350,625 |
| Loans to financial organisations | 91,523 | 116,078 | 384,995 | 286,504 |
| Loans to individuals | 7,086,815 | 6,621,670 | 3,543,603 | 3,036,499 |
| Loans to companies | 6,169,972 | 6,031,795 | 3,101,465 | 2,606,674 |
| Other financial assets | 165,962 | 177,823 | 101,596 | 114,399 |
| Derivatives - hedge accounting | 47,614 | 59,362 | 47,614 | 59,362 |
| Total net financial assets | 25,307,006 | 23,585,616 | 14,718,531 | 12,836,132 |
| Guarantees | 1,631,613 | 1,511,308 | 1,023,377 | 789,596 |
| Financial guarantees | 668,292 | 648,529 | 398,282 | 326,791 |
| Non-financial guarantees | 963,321 | 862,779 | 625,095 | 462,805 |
| Loan commitments | 2,469,800 | 2,388,468 | 1,822,847 | 1,635,498 |
| Other potential liabilities | 58,679 | 53,684 | 18,350 | 22,910 |
| Total contingent liabilities | 4,160,092 | 3,953,460 | 2,864,574 | 2,448,004 |
| Total maximum exposure to credit risk | 29,467,098 | 27,539,076 | 17,583,105 | 15,284,136 |

Maximum exposure to credit risk is a presentation of NLB

Group’s exposure to credit risk separately by individual

types of financial assets and contingent liabilities.

Exposures stated in the above table are shown for the

balance sheet items in their net book value as reported

in the statement of financial position, and for off-balance

sheet items in the amount of their nominal value.

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Risk Management

#### FinancialReport

Financial Report

#### Contents

d) Collaterals from financial assets measured at amortised cost

in EUR thousands

31 Dec 2023

NLB Group

Fully/over collateralised

Financial assets not or not fully covered

financial assets

with collateral

Gross value of

Net value of

Fair value of

Gross value of

Net value of

Fair value of

financial assets

financial assets

collateral

financial assets

financial assets

collateral

Financial assets at amortised cost

Loans to banks

-

-

-

113

27

-

Loans to individuals

47,586

28,634

133,472

83,423

17,964

4,511

Loans to other customers

102,763

47,238

343,157

66,332

12,606

20,506

Other financial assets

119

57

4,507

10,484

405

54

Total

150,468

75,929

481,136

160,352

31,002

25,071

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Loans to banks | - | - | - | 108 | - | - |
| Loans to individuals | 46,587 | 32,322 | 135,480 | 81,523 | 19,235 | 5,607 |
| Loans to other customers | 127,938 | 69,180 | 426,805 | 71,733 | 19,227 | 22,607 |
| Other financial assets | 249 | 104 | 7,301 | 8,979 | 1,374 | 46 |
| Total | 174,774 | 101,606 | 569,586 | 162,343 | 39,836 | 28,260 |

Collaterals from credit impaired financial assets measured at amortised cost

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#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2023 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Loans to banks | - | - | - | 113 | 27 | - |
| Loans to individuals | 32,400 | 20,097 | 76,149 | 43,943 | 10,579 | 3,189 |
| Loans to other customers | 41,759 | 18,968 | 145,806 | 19,456 | 3,938 | 4,028 |
| Other financial assets | 7 | 2 | 355 | 1,655 | 146 | 10 |
| Total | 74,166 | 39,067 | 222,310 | 65,167 | 14,690 | 16,374 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2022 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Loans to banks | - | - | - | - | - | - |
| Loans to individuals | 22,988 | 16,518 | 50,403 | 36,692 | 8,876 | 3,311 |
| Loans to other customers | 36,494 | 17,154 | 93,719 | 14,637 | 4,079 | 2,130 |
| Other financial assets | 3 | 2 | 379 | 830 | 23 | 7 |
| Total | 59,485 | 33,674 | 144,501 | 52,159 | 12,978 | 5,448 |

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#### FinancialReport

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#### Contents

Collaterals from financial assets measured at amortised cost classified into Stage 1 and 2

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Debt securities | 113,822 | 113,724 | 113,161 | 2,413,929 | 2,408,505 | - |
| Loans to banks | 216 | 216 | 1,037 | 547,610 | 547,397 | - |
| Loans to individuals | 3,358,508 | 3,351,490 | 7,084,152 | 3,745,797 | 3,688,727 | 184,220 |
| Loans to other customers | 2,489,620 | 2,466,593 | 5,645,989 | 4,169,199 | 4,121,349 | 620,595 |
| Other financial assets | 1,440 | 1,436 | 3,296 | 164,724 | 164,064 | 487 |
| Total | 5,963,606 | 5,933,459 | 12,847,635 | 11,041,259 | 10,930,042 | 805,302 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Debt securities | 123,860 | 123,753 | 123,860 | 1,797,539 | 1,793,862 | - |
| Loans to banks | 480 | 475 | 972 | 222,646 | 222,490 | - |
| Loans to individuals | 3,245,998 | 3,240,439 | 6,636,980 | 3,369,336 | 3,329,674 | 169,791 |
| Loans to other customers | 2,467,255 | 2,430,478 | 5,536,384 | 3,986,614 | 3,932,431 | 645,861 |
| Other financial assets | 607 | 604 | 2,387 | 177,022 | 175,741 | 138 |
| Total | 5,838,200 | 5,795,749 | 12,300,583 | 9,553,157 | 9,454,198 | 815,790 |

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#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2023 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Debt securities | 113,822 | 113,724 | 113,161 | 1,855,144 | 1,852,445 | - |
| Loans to banks | - | - | - | 149,148 | 148,984 | - |
| Loans to individuals | 1,902,110 | 1,900,201 | 4,027,602 | 1,630,374 | 1,612,726 | 38,207 |
| Loans to other customers | 1,024,057 | 1,025,532 | 2,437,145 | 2,573,752 | 2,556,242 | 311,166 |
| Other financial assets | 44 | 44 | 130 | 101,504 | 101,404 | 18 |
| Total | 3,040,033 | 3,039,501 | 6,578,038 | 6,309,922 | 6,271,801 | 349,391 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2022 | Fully/over collateralised    financial assets | | | Financial assets not or not fully covered  with collateral | | |
|  |
|  |
| Gross value of    financial assets | Net value of  financial assets | Fair value of  collateral | Gross value of  financial assets | Net value of  financial assets | Fair value of  collateral |
|  |
|  |
| Financial assets at amortised cost |  |  |  |  |  |  |
| Debt securities | 123,860 | 123,753 | 123,860 | 1,475,578 | 1,473,695 | - |
| Loans to banks | - | - | - | 350,841 | 350,625 | - |
| Loans to individuals | 1,611,092 | 1,610,129 | 3,256,002 | 1,413,559 | 1,400,976 | 37,933 |
| Loans to other customers | 837,771 | 836,196 | 1,630,471 | 2,174,592 | 2,160,485 | 331,673 |
| Other financial assets | 6 | 6 | 19 | 114,573 | 114,368 | 11 |
| Total | 2,572,729 | 2,570,084 | 5,010,352 | 5,529,143 | 5,500,149 | 369,617 |

e) Collateral from loans mandatorily at fair value through profit or loss

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | 31 Dec 2023 | | | | 31 Dec 2022 | | | |
| NLB | Fully/over collateralised loans | | Loans not or not fully covered  with collateral | | Fully/over collateralised loans | | Loans not or not fully covered  with collateral | |
|  |
|  |
|  |
|  | Fair value  of loans | Fair value  of collateral | Fair value  of loans | Fair value  of collateral | Fair value  of loans | Fair value  of collateral | Fair value  of loans | Fair value  of collateral |
|  |
| Loans mandatorily at fair  value through profit or loss | 70 | 149 | 7,715 | 5,800 | 4,345 | 4,699 | 3,547 | 2,000 |
|  |
|  |

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f) Credit protection policy

NLB Group applies a single set of standards to retail

and corporate loan collateral, as developed by

NLB Group members in accordance with regulatory

requirements. The master document regulating loan

collateral in the NLB Group is the Loan Collateral

Policy in NLB d.d. and NLB Group. The Policy has been

adopted by the Management Board of NLB Group. The

Policy represents the basic principles that NLB Group’s

employees must take into account when signing,

evaluating, monitoring, and reporting collateral, with

the aim of reducing credit risk.

In line with the policy, the primary source of loan

repayment is the debtor’s solvency, and the accepted

collateral is a secondary source of repayment in case

the debtor ceases to repay the contractual obligations.

NLB Group primarily accepts collateral complying with

the Basel II requirements with the aim of improving

credit risk management and consuming capital

economically. In accordance with Basel II, collateral may

consist of pledged deposits, government guarantees,

bank guarantees, debt securities issued by central

governments and central banks, bank debt securities,

and real-estate mortgages (the real estate must be,

beside other criteria, located in the European Economic

Area or in country recognised in EBA’s third party

equivalent list for the effect on capital to be recognised).

Loans made to companies and sole proprietors may

be secured by other forms of collateral, as well (e.g., a

lien on movable property, a pledge of an equity stake,

investment coupons, collateral by pledged/assigned

receivables, etc.) if it is assessed that the collateral could

generate a cash flow if it were needed as a secondary

source of payment. If there is of a lower probability that

this type of collateral would generate a cash flow, NLB

Group takes a conservative approach and accepts the

collateral while reporting its value as zero.

In September 2023, the operational merger of N Banka

into NLB was successfully completed with the transfer of

all customers and their business. During the transition

period prior to the merger, N Banka has adopted all

relevant internal acts in the field of collaterals, thus

facilitating the integration into NLB system.

g) The processes for valuing collateral

In compliance with relevant regulations, NLB Group

has established a system for monitoring and reporting

collateral at fair (market) value.

The market value of real estate used as collateral is

obtained from valuation reports of licensed appraisers.

The market value of movable property is obtained

from valuation reports of licensed appraisers or from

sales agreements. Both, valuation reports and sales

agreements must not be older than one year. In NLB

and members of NLB Group, most reports of external

real estate appraisers are controlled. Controls are

performed by internal appraisers. The subject of

control is the content, value, scope, and format of the

report, its compliance with international valuation

standards, and the estimated value. If they notice

deviations, they estimate the needed correction of the

value of the external valuation (in %) and correct the

value of the external valuation. The value adjustment

can only be negative and can be applied only in a

limited range. For the purposes of business decisions

and the calculation of the necessary impairments and

provisions, additional deductions (haircuts) are applied

to the eventual adjusted market value, depending on

the type of collateral. These haircuts for purpose of

liquidation value are for real estate in the range of 30 to

70%, depending on the type of real estate and location,

and for movables they range between 50 and 100%,

depending on the type of movable.

The market value of financial instruments held by NLB

Group is obtained from the organised market – such

as the stock exchange, for listed financial instruments

or determined in accordance with the internal

methodology for unlisted financial instruments (such

collateral is used exceptionally and on a small scale in

loans granted to companies and sole proprietors).

NLB has compiled a reference list of licensed real estate

appraisers for real estate. All appraisals must be made

for the purpose of secured lending and in accordance

with the international valuation standards (IVS, EVS, and

RICS). Appraisals related to retail loans are generally

ordered only from appraisers with whom the NLB has

a contract for real-estate valuations. For corporate

loans, appraisals are usually submitted by clients. If

a client submits an appraisal that is not made by an

appraiser included on the NLB’s reference list, the NLB’s

expert department which employs certified real estate

appraisers in construction with licences granted by the

Slovenian Ministry of Justice, and certified real-estate

value appraisers with licences granted by the Slovenian

Institute of Auditors, will verify the appraisal. The expert

department is also responsible for reviewing valuations

of real estate serving as collateral for large loans.

Other NLB Group members obtain valuations from

in-house appraisers and outsourced appraisers, all

possessing the necessary licences. NLB Group has

compiled a reference list of appraisers for valuations

of real estate located outside the Republic of Slovenia.

Appraisals must be made in accordance with the

international valuation standards, and for larger

exposures, real-estate evaluations must also be reviewed

by an internal licensed appraiser with knowledge of

the local real-estate market. If the appraisal does not

correspond to the international valuation standards or

if the value adjustment is greater than certain limit, the

appraisal is rejected as inadequate.

When assuring collateral, NLB Group follows the internal

regulations which define the minimum security or

pledge ratios. NLB Group strives to obtain collateral with

a higher value than the underlying exposure (depending

on the borrower’s rating, loan maturity, etc.) with the

aim of reducing negative consequences resulting from

any major swings in market prices of the assets used as

collateral. If real estate, movable property, and financial

instruments serve as collateral, NLB Group’s lien on such

assets should be top ranking. Exceptionally, where the

value of the mortgaged real estate is large enough, the

lien can have a different priority order.

NLB Group monitors the value of collateral during

the loan repayment period in accordance with the

mandatory periods and internal instructions. For

example, the value of collateral using mortgaged

real estate is monitored annually, either by preparing

individual assessments or by using the internal

methodology for preparing an own value appraisal

of real estate, based either on public records and

indexes of real-estate value published by the relevant

government authorities (the Surveying and Mapping

Authority in the Republic of Slovenia) or on analyses

carried out. The value of pledged movable property

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is monitored once a year (in NLB automated, with

a straight-line depreciation over the period of the

remaining useful life).

h) The main types of collateral taken by the NLB Group

NLB Group accepts different forms of material and

personal security as loan collateral.

Material loan collateral gives the right in the case of

a debtor (borrower) defaulting on their contractual

obligations to sell a specific property to recover

claims, keep specific non-cash property or cash, or

reduce or offset the amount of exposure against the

counterparty’s debt to the Bank.

NLB Group accepts the following material types of loan

collateral:

- Collateral in the form of business and residential

real estate: land, buildings, and individual parts of

buildings in a storeyed property intended for living in

or performing a business activity, such as land in the

area foreseen for construction, apartments, residential

buildings, garages and holiday homes, business

premises, industrial buildings, offices, shops, hotels,

branches and warehouses, forests, parking spaces, etc.

The objects can be completed or under construction.

Priority is given to property where the pledge right of

the Bank is entered in the first place and real estate

is already owned by the debtor and/or the pledger.

For real estate, there must be a market, and it must be

redeemable within a reasonable time;

- Collateral in the form of movable property: priority

is given to the types of movable property, that are

highly likely to be sold in the event of execution, and

the funds received are used to repay the collateralised

claims (their market value must be estimated with

considerable reliability). Among the appropriate types

of movable property, the Bank includes motor vehicles,

agricultural machinery, construction machinery,

production lines, and series-produced machines, and

some custom-made production machines;

- Collateral by a pledge of financial assets (bank

deposits or cash-like instruments, debt securities

of different issuers, investment fund units, equity

securities, or convertible bonds):

-

Cash receivable collateral: bank deposits and

savings with Bank are appropriate in domestic and

foreign currency;

-

Debt and equity securities: bonds and shares which,

according to the Bank’s assessment, are suitable for

securing investments and are traded on a regulated

market (marketable securities of higher-quality

Slovenian and foreign issuers);

-

The pledge of investment coupons of mutual

funds managed by management companies (a

priority company NLB Skladi) and are, according

to the Bank’s assessment, suitable for insurance of

investments.

-

A pledge of an equity stake: non-marketable capital

shares with a credit rating of at least B are adequate;

-

A pledge or assignment of receivables as collateral:

cash receivables must have longer maturities than the

maturity of the investment and they must not be due

and not be paid;

-

Other material forms of loan collateral (e.g., life

insurance policies pledged to NLB): The Bank

accepts products of Vita, life insurance company d.d.

Ljubljana – a pledge of an investment life insurance

policy and a life insurance policy with a guaranteed

return that includes saving, in addition to insurance.

Personal loan collateral is a method for reducing credit

risk whereby a third party undertakes to pay the debt in

case of the primary debtor (borrower) defaulting.

NLB Group accepts the following types of personal loan

collateral:

-

Joint and several guarantees by retail and corporate

clients: for the collateralisation of private individuals’

loans, employees, or pensioners are adequate

guarantors. They must not be in the process of

personal bankruptcy. They are responsible for

fulfilling the debtor’s obligations for loans with a

repayment period not exceeding 60 months. For

the collateralisation of legal entities investments,

legal entities, individuals, or private individuals are

adequate guarantors;

-

Bank guarantees;

-

Government guarantees (e.g., of the Republic of

Slovenia);

-

Guarantees by national and regional development

agencies with which the Bank has a contract on

the acceptance of guarantees (e.g. the Slovenian

Enterprise Fund);

-

Other types of personal loan collateral.

Loans are very often secured by a combination of

collateral types. The general recommendations on loan

collateral are specified in the internal instructions and

include the elements specified below. The decision on the

type of collateral and the coverage of loan by collateral

depends on the client’s creditworthiness (credit rating),

loan maturity, and varies depending on whether the loan

is granted to retail or a corporate client.

NLB has also created, in the area of real-estate loan

collateral, an ‘online’ connection with the Surveying and

Mapping Authority in the Republic of Slovenia, which

allows direct and immediate verification of the existence

of property.

NLB Group strives to ensure the best possible collateral

for long-term loans, in particular mortgages where

possible. As a result, the mortgaging of real estate is

the most frequent form of loan collateral of corporate

and retail clients. In corporate exposures, the next

most frequent forms of collateral are government

and corporate guarantees, while in retail loans, it is

guarantors.

i) Risks, deriving from valuation of received collateral

Client/counterparty credit risk is the key decision

parameter when approving exposures. Collateral is a

secondary source of repayment, and therefore decisions

on the approvals of exposures should not primarily be

based on the provided collateral. However, collateral is

an important comfort element in the approval process

and, depending on the credit rating of the client, a

prerequisite. NLB Group has prescribed the minimum

ratios between the value of collateral and the loan

amount, depending on the type of collateral, loan

maturity, and the client rating. The ratios are based on

experience and regulatory guidelines.

NLB Group pays particular attention to closely

monitoring the fair value of collateral, and to receiving

regular and independent revaluations by applying

the International Valuation Standards. Through a

detailed examination of all collateral received, NLB has

ensured that only collateral from which payment can be

realistically expected if it is liquidated, is considered.

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Risk Management

#### FinancialReport

Financial Report

#### Contents

NLB Group has the largest concentration of collaterals

arising from mortgages on real estate, which is a

relatively reliable and quality type of collateral. Due to

the possible decrease of real estate market prices, the

Group closely monitors the real-estate collateral values

and, where required, establishes higher amounts of

impairments and provisions for non-performing loans

secured by real estate, based on estimated discounts of

the real-estate value, which are expected to be achieved

in a sale (expected payment from collateral). Priority is

given to property where the pledge right of the Group is

entered in the first place and the real estate is already

owned by the debtor and/or the pledger. For real estate,

there must be a market, and it must be redeemable

within a reasonable time.

Collateral consisting of securities entails market risk,

specifically the risk of changes in the prices of securities

on capital markets. To limit such risks and restrict

the possibility of the value of instruments received

as collateral falling below approved limits, the Rules

determine minimum pledge ratios for securing loans

based on pledged securities and equity shares in

NLB. Deviations from the Rules are subject to the prior

approval of the respective decision bodies of the Bank.

The ratio between the loan amount and the securities’

value is determined regarding the rating of the issuer,

the securities’ liquidity, maturity, and correlation with

changes in market indexes, i.e., by considering the key

features reflecting the level of volatility of market prices,

and the ability to sell the securities at the market price.

Collateral consisting of the sureties of corporate clients,

sureties of private individuals, and bank guarantees

entail the credit risk of the provider of the collateral. NLB

Group includes the amount of the guarantees received

in the exposure of the guarantor, and guarantees are

only taken into account as collateral if the guarantor has

sufficient overall creditworthiness.

The Business Rules – Collateral for Retail and Corporate

Loans regulate which forms of collateral are acceptable,

and which preconditions a type of collateral needs to

fulfil to be able to be considered.

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j) Credit quality analysis for financial assets and contingent liabilities

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  | in EUR thousands |  |
|  |  | NLB Group |  |  |  |  |  | NLB |  |  |
| 31 Dec 2023 | 12-month  expected  credit  losses | Lifetime  ECL not  credit -  impaired | Lifetime  ECL credit-  impaired | Purchased  credit-  impaired  financial  assets | Total | 12-month  expected  credit  losses | Lifetime  ECL not  credit -  impaired | Lifetime  ECL credit-  impaired | Purchased  credit-  impaired  financial  assets | Total |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
|  |
| Debt securities at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 1,779,525 | - | - | - | 1,779,525 | 1,590,676 | - | - | - | 1,590,676 |
| B | 735,905 | - | - | - | 735,905 | 373,190 | - | - | - | 373,190 |
| C | - | 12,321 | - | - | 12,321 | - | 5,100 | - | - | 5,100 |
| Loss allowance | (4,946) | (576) | - | - | (5,522) | (2,624) | (173) | - | - | (2,797) |
| Carrying amount | 2,510,484 | 11,745 | - | - | 2,522,229 | 1,961,242 | 4,927 | - | - | 1,966,169 |
| Loans and advances to banks at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 166,615 | - | - | - | 166,615 | 145,666 | - | - | - | 145,666 |
| B | 381,211 | - | - | - | 381,211 | 3,482 | - | - | - | 3,482 |
| D and E | - | - | 113 | - | 113 | - | - | 113 | - | 113 |
| Loss allowance | (213) | - | (86) | - | (299) | (164) | - | (86) | - | (250) |
| Carrying amount | 547,613 | - | 27 | - | 547,640 | 148,984 | - | 27 | - | 149,011 |
| Loans and advances to individuals at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 6,787,523 | 111,211 | - | 632 | 6,899,366 | 3,373,404 | 77,225 | - | 313 | 3,450,942 |
| B | 64,863 | 55,590 | - | 10 | 120,463 | 6,109 | 31,221 | - | 8 | 37,338 |
| C | 2,339 | 81,623 | - | 514 | 84,476 | - | 43,815 | - | 389 | 44,204 |
| D and E | - | - | 126,743 | 4,266 | 131,009 | - | - | 72,822 | 3,521 | 76,343 |
| Loss allowance | (39,668) | (25,051) | (82,756) | (1,024) | (148,499) | (8,072) | (11,489) | (43,908) | (1,755) | (65,224) |
| Carrying amount | 6,815,057 | 223,373 | 43,987 | 4,398 | 7,086,815 | 3,371,441 | 140,772 | 28,914 | 2,476 | 3,543,603 |
| Loans and advances to other customers at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 1,344,256 | 3,758 | - | - | 1,348,014 | 1,167,563 | 1,961 | - | - | 1,169,524 |
| B | 4,724,560 | 158,829 | - | 12 | 4,883,401 | 2,182,739 | 59,001 | - | - | 2,241,740 |
| C | 138,837 | 288,567 | - | - | 427,404 | 84,531 | 102,014 | - | - | 186,545 |
| D and E | - | - | 152,759 | 16,336 | 169,095 | - | - | 49,049 | 12,166 | 61,215 |
| Loss allowance | (51,087) | (19,778) | (103,278) | (5,985) | (180,128) | (13,482) | (2,553) | (32,631) | (5,678) | (54,344) |
| Carrying amount | 6,156,566 | 431,376 | 49,481 | 10,363 | 6,647,786 | 3,421,351 | 160,423 | 16,418 | 6,488 | 3,604,680 |
| Other financial assets at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 125,514 | 77 | - | - | 125,591 | 83,727 | 25 | - | - | 83,752 |
| B | 39,042 | 156 | - | - | 39,198 | 17,580 | 50 | - | - | 17,630 |
| C | 819 | 556 | - | - | 1,375 | 122 | 44 | - | - | 166 |
| D and E | - | - | 9,346 | 1,257 | 10,603 | - | - | 1,658 | 4 | 1,662 |
| Loss allowance | (624) | (40) | (8,910) | (1,231) | (10,805) | (98) | (2) | (1,512) | (2) | (1,614) |
| Carrying amount | 164,751 | 749 | 436 | 26 | 165,962 | 101,331 | 117 | 146 | 2 | 101,596 |
| Debt instruments at fair value through other comprehensive income |  |  |  |  |  |  |  |  |  |  |
| A | 1,221,592 | - | - | - | 1,221,592 | 854,472 | - | - | - | 854,472 |
| B | 1,031,205 | - | - | - | 1,031,205 | 154,461 | - | - | - | 154,461 |
| C | - | 144 | - | - | 144 | - | - | - | - | - |
| D and E | - | - | 798 | - | 798 | - | - | - | 798 | 798 |
| Loss allowance | (6,475) | (56) | (798) | - | (7,329) | (1,650) | - | - | (798) | (2,448) |
| Contingent liabilities |  |  |  |  |  |  |  |  |  |  |
| A | 1,691,834 | 26,522 | - | 37 | 1,718,393 | 1,358,079 | 25,286 | - | 10 | 1,383,375 |
| B | 2,286,997 | 33,489 | - | 11 | 2,320,497 | 1,383,937 | 25,497 | - | 1 | 1,409,435 |
| C | 53,728 | 46,605 | - | 170 | 100,503 | 41,961 | 15,836 | - | 56 | 57,853 |
| D and E | - | - | 17,221 | 3,478 | 20,699 | - | - | 10,613 | 3,298 | 13,911 |
| Loss allowance | (18,429) | (1,655) | (9,369) | (3,095) | (32,548) | (7,653) | (319) | (7,034) | (2,935) | (17,941) |
| Carrying amount | 4,014,130 | 104,961 | 7,852 | 601 | 4,127,544 | 2,776,324 | 66,300 | 3,579 | 430 | 2,846,633 |

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Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB Group |  |  |  |  | NLB |  |  |
| 31 Dec 2022 | expected  12-month  losses  credit | impaired  Lifetime  ECL not  credit - | ECL credit-  impaired  Lifetime | Purchased  impaired  financial  credit-  assets | Total | expected  12-month  losses  credit | impaired  Lifetime  ECL not  credit - | ECL credit-  impaired  Lifetime | Purchased  impaired  financial  credit-  assets | Total |
| Debt securities at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 1,388,564 | - | - | - | 1,388,564 | 1,318,134 | - | - | - | 1,318,134 |
| B | 525,606 | - | - | - | 525,606 | 281,304 | - | - | - | 281,304 |
| C | - | 7,229 | - | - | 7,229 | - | - | - | - | - |
| Loss allowance | (3,519) | (265) | - | - | (3,784) | (1,990) | - | - | - | (1,990) |
| Carrying amount | 1,910,651 | 6,964 | - | - | 1,917,615 | 1,597,448 | - | - | - | 1,597,448 |
| Loans and advances to banks at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 87,422 | - | - | - | 87,422 | 350,138 | - | - | - | 350,138 |
| B | 135,704 | - | - | - | 135,704 | 703 | - | - | - | 703 |
| D and E | - | - | 108 | - | 108 | - | - | - | - | - |
| Loss allowance | (161) | - | (108) | - | (269) | (216) | - | - | - | (216) |
| Carrying amount | 222,965 | - | - | - | 222,965 | 350,625 | - | - | - | 350,625 |
| Loans and advances to individuals at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 6,327,508 | 82,441 | - | 772 | 6,410,721 | 2,915,578 | 37,725 | - | - | 2,953,303 |
| B | 80,749 | 40,465 | - | 50 | 121,264 | 7,329 | 29,299 | - | - | 36,628 |
| C | 14,620 | 67,215 | - | 1,514 | 83,349 | - | 34,720 | - | - | 34,720 |
| D and E | - | - | 122,350 | 5,760 | 128,110 | - | - | 59,680 | - | 59,680 |
| Loss allowance | (31,385) | (14,582) | (76,306) | 499 | (121,774) | (6,161) | (7,385) | (34,286) | - | (47,832) |
| Carrying amount | 6,391,492 | 175,539 | 46,044 | 8,595 | 6,621,670 | 2,916,746 | 94,359 | 25,394 | - | 3,036,499 |
| Loans and advances to other customers at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 1,366,495 | 1,405 | - | - | 1,367,900 | 1,007,159 | 91 | - | - | 1,007,250 |
| B | 4,508,706 | 146,749 | - | 15 | 4,655,470 | 1,907,775 | 23,418 | - | - | 1,931,193 |
| C | 153,084 | 275,517 | - | 1,898 | 430,499 | 45,521 | 28,397 | - | 2 | 73,920 |
| D and E | - | - | 178,206 | 21,465 | 199,671 | - | - | 47,824 | 3,307 | 51,131 |
| Loss allowance | (59,840) | (31,230) | (114,288) | 3,134 | (202,224) | (14,880) | (800) | (29,262) | (638) | (45,580) |
| Carrying amount | 5,968,445 | 392,441 | 63,918 | 26,512 | 6,451,316 | 2,945,575 | 51,106 | 18,562 | 2,671 | 3,017,914 |
| Other financial assets at amortised cost |  |  |  |  |  |  |  |  |  |  |
| A | 138,353 | 57 | - | - | 138,410 | 102,414 | 2 | - | - | 102,416 |
| B | 37,103 | 169 | - | - | 37,272 | 11,362 | 19 | - | - | 11,381 |
| C | 1,370 | 577 | - | - | 1,947 | 759 | 23 | - | - | 782 |
| D and E | - | - | 7,940 | 1,288 | 9,228 | - | - | 832 | 1 | 833 |
| Loss allowance | (1,246) | (38) | (7,565) | (185) | (9,034) | (203) | (2) | (807) | (1) | (1,013) |
| Carrying amount | 175,580 | 765 | 375 | 1,103 | 177,823 | 114,332 | 42 | 25 | - | 114,399 |
| Debt instruments at fair value through other comprehensive income |  |  |  |  |  |  |  |  |  |  |
| A | 1,453,671 | - | - | - | 1,453,671 | 1,159,704 | - | - | - | 1,159,704 |
| B | 1,545,358 | - | - | - | 1,545,358 | 207,791 | - | - | - | 207,791 |
| C | - | 165 | - | - | 165 | - | - | - | - | - |
| D and E | - | - | 8,338 | - | 8,338 | - | - | 8,338 | - | 8,338 |
| Loss allowance | (9,029) | (70) | (6,777) | - | (15,876) | (2,022) | - | (6,777) | - | (8,799) |
| Contingent liabilities |  |  |  |  |  |  |  |  |  |  |
| A | 1,500,489 | 6,657 | - | 34 | 1,507,180 | 1,118,801 | 4,426 | - | - | 1,123,227 |
| B | 2,294,429 | 38,878 | - | 318 | 2,333,625 | 1,256,792 | 17,906 | - | 101 | 1,274,799 |
| C | 48,375 | 37,735 | - | 88 | 86,198 | 22,149 | 12,911 | - | 25 | 35,085 |
| D and E | - | - | 20,134 | 6,323 | 26,457 | - | - | 11,575 | 3,318 | 14,893 |
| Loss allowance | (18,826) | (1,953) | (12,735) | (4,095) | (37,609) | (8,156) | (378) | (8,889) | (2,876) | (20,299) |
| Carrying amount | 3,824,467 | 81,317 | 7,399 | 2,668 | 3,915,851 | 2,389,586 | 34,865 | 2,686 | 568 | 2,427,705 |

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MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

NLB Group’s client credit rating classification is based

on an internally developed methodology, drawing from

internal statistical analyses, good banking practices,

as well as Bank of Slovenia regulations, and ECB and

EBA guidelines and requirements. The aligned rating

methodology is used across the entire NLB Group. It

includes a uniform credit grade scale of 12 rating classes,

out of which nine represent performing clients and three

non-performing clients.

Rating Group A (AAA to A rating classes) includes the

best clients with a low degree of default probability,

characterised by high coverage of financial liabilities

with free cash flow. The Rating Group A is considered as

investment grade classification.

Rating Group B (BBB to B rating classes) includes

clients with a low credit risk, starting one notch lower

than ‘A’ rating group clients. These clients show

stable performance, acceptable financial ratios, and

qualitative elements, and have sufficient cash flow to

settle their obligations, but may be more sensitive to

changes in the industry or the economy. The Rating

Group B classification is an investment grade for BBB,

and an ‘invest with care’ for BB and B.

Rating Group C (CCC to C rating classes) includes clients

who are exposed to a higher and above-average level

of credit risk. CCC rated clients are financed by the Bank

only in the case when such support brings more positive

effects for the Bank; however, Rating Group C is overall

considered as a substantial risk. The Bank reasonably

restricts cooperation with such clients and decreases its

exposure to them.

Rating Groups D (D and DF rating classes) and E

represent non-performing clients that are treated

as defaulted. D, DF, and E rating classified clients

are ordinarily transferred to the specialised units for

restructuring (which performs business and financial

restructuring with a goal of minimising losses and

restoring the client to a performing status) or workout

and legal support (with the goal of minimising losses

due to default).

The NLB Group ratings in the master scale are mapped

to the following PD structure:

|  |  |
| --- | --- |
| Rating class | Average PD in % |
| AAA | 0.05 |
| AA | 0.15 |
| A | 0.30 |
| BBB | 0.60 |
| BB | 1.20 |
| B | 2.40 |
| CCC | 4.80 |
| CC | 9.60 |
| C | 19.20 |
| D | 100 |
| DF | 100 |
| E | 100 |

In 2020, NLB Group applied a new default definition

based on the EBA guidelines, where the materiality

threshold for delays is determined in absolute and

relative terms (EUR 100 for retail and EUR 500 for the

non-retail segment and 1% of the total on-balance

exposure on the client level). At the same time, the

assessment of rating for private individuals was

improved by establishing a common rating on the client

level. In 2023, a scoring model for private individual

clients came into effect, which will enable higher degree

of differentiation among the clients as it introduces 9

performing rating classes (instead of the previous 3).

A standard corporate rating methodology, with

the prescribed set of parameters (qualitative and

quantitative) applies to all the NLB Group bank entities.

Groups of connected clients are treated as materially

important for the NLB Group whenever exposure

exceeds EUR 7 million, or EUR 15 million for NLB Group

members with total assets greater than EUR 1.5 billion.

Materially important clients are submitted to the NLB

Credit Committee.

NLB regularly reviews the business practices and credit

portfolios of NLB Group entities to make sure they

are operating in accordance with the minimum risk

management standards of NLB Group. This ensures

appropriate standard processes for managing and

reporting credit risks at the consolidated level.

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314

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Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

k) Forborne loans

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | All forborne exposures | | | | Impairment, provisions and value  adjustments | | Collateral  and financial  guarantees  received on  forborne  exposures |
|  |
|  |
|  |
| Gross  carrying  amount | Performing | Non - performing | | Performing  forborne  exposures | Non-performing  forborne  exposures |
|  |
|  |
|  |
|  |
|  |
| Impaired | Defaulted |
| Loans and advances (including at  amortised cost and fair value) | 246,402 | 116,477 | 129,874 | 129,925 | (7,883) | (81,121) | 92,352 |
|  |
|  |
| Governments | 624 | 419 | 205 | 205 | (22) | (205) | - |
| Other financial organisations | 1,388 | - | 1,388 | 1,388 | - | (1,388) | - |
| Non-financial organisations | 168,726 | 77,709 | 90,966 | 91,017 | (3,857) | (59,606) | 58,611 |
| Households | 75,664 | 38,349 | 37,315 | 37,315 | (4,004) | (19,922) | 33,741 |
| Debt instruments other than held for trading | 246,402 | 116,477 | 129,874 | 129,925 | (7,883) | (81,121) | 92,352 |
| Loan commitments given | 434 | 84 | 350 | 350 | (1) | (27) | 352 |
| Total exposures with forbearance measures | 246,836 | 116,561 | 130,224 | 130,275 | (7,884) | (81,148) | 92,704 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | All forborne exposures | | | | Impairment, provisions and value  adjustments | | Collateral  and financial  guarantees  received on  forborne  exposures |
|  |
|  |
| Gross  carrying  amount | Performing | Non - performing | | Performing  forborne  exposures | Non-performing  forborne  exposures |
|  |
| Impaired | Defaulted |
| Loans and advances (including at  amortised cost and fair value) | 272,249 | 117,808 | 154,385 | 154,441 | (9,929) | (79,535) | 121,376 |
|  |
|  |
| Governments | 840 | 604 | 236 | 236 | (12) | (234) | - |
| Other financial organisations | 1,526 | 201 | 1,325 | 1,325 | (6) | (1,325) | - |
| Non-financial organisations | 207,473 | 89,871 | 117,546 | 117,602 | (7,267) | (61,900) | 87,245 |
| Households | 62,410 | 27,132 | 35,278 | 35,278 | (2,644) | (16,076) | 34,131 |
| Debt instruments other than held for trading | 272,249 | 117,808 | 154,385 | 154,441 | (9,929) | (79,535) | 121,376 |
| Loan commitments given | 1,392 | 743 | 649 | 649 | (2) | (209) | 740 |
| Total exposures with forbearance measures | 273,641 | 118,551 | 155,034 | 155,090 | (9,931) | (79,744) | 122,116 |

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315

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB |  |  |  |
|  | All forborne exposures | | | | Impairment, provisions and value  adjustments | | Collateral  and financial  guarantees  received on  forborne  exposures |
| 31 Dec 2023 |
|  | Gross  carrying  amount | Performing | Non - performing | | Performing  forborne  exposures | Non-performing  forborne  exposures |
|  |
|  | Impaired | Defaulted |
| Loans and advances (including at  amortised cost and fair value) | 110,905 | 42,584 | 68,270 | 68,321 | (3,718) | (41,050) | 53,937 |
| Other financial organisations | 1,388 | - | 1,388 | 1,388 | - | (1,388) | - |
| Non-financial organisations | 50,979 | 15,166 | 35,762 | 35,813 | (70) | (23,142) | 27,232 |
| Households | 58,538 | 27,418 | 31,120 | 31,120 | (3,648) | (16,520) | 26,705 |
| Debt instruments other than held for trading | 110,905 | 42,584 | 68,270 | 68,321 | (3,718) | (41,050) | 53,937 |
| Loan commitments given | 434 | 84 | 350 | 350 | (1) | (27) | 352 |
| Total exposures with forbearance measures | 111,339 | 42,668 | 68,620 | 68,671 | (3,719) | (41,077) | 54,289 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB |  |  |  |
| 31 Dec 2022 | All forborne exposures | | | | Impairment, provisions and value  adjustments | | Collateral  and financial  guarantees  received on  forborne  exposures |
|  |
|  |
| Gross  carrying  amount | Performing | Non - performing | | Performing  forborne  exposures | Non-performing  forborne  exposures |
|  |
| Impaired | Defaulted |
| Loans and advances (including at  amortised cost and fair value) | 84,694 | 16,694 | 67,944 | 68,000 | (1,628) | (37,260) | 38,474 |
|  |
|  |
| Other financial organisations | 1,526 | 201 | 1,325 | 1,325 | (6) | (1,325) | - |
| Non-financial organisations | 42,470 | 3,521 | 38,893 | 38,949 | (40) | (22,935) | 19,073 |
| Households | 40,698 | 12,972 | 27,726 | 27,726 | (1,582) | (13,000) | 19,401 |
| Debt instruments other than held for trading | 84,694 | 16,694 | 67,944 | 68,000 | (1,628) | (37,260) | 38,474 |
| Loan commitments given | 687 | 41 | 646 | 646 | (2) | (207) | 416 |
| Total exposures with forbearance measures | 85,381 | 16,735 | 68,590 | 68,646 | (1,630) | (37,467) | 38,890 |

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316

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

Forborne exposures of debt instruments by periods of forbearance

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |
| 31 Dec 2023 | Up to 3 months | 3 to 6 months | 6 to 12 months | Over 12 months |
| Performing exposures | 7,519 | 1,813 | 8,140 | 91,122 |
| Non-performing exposures | 1,569 | 6,838 | 5,071 | 35,275 |
| Total exposures with forbearance measures | 9,088 | 8,651 | 13,211 | 126,397 |
| 31 Dec 2022 |  |  |  |  |
| Performing exposures | 2,930 | 45,452 | 4,714 | 54,783 |
| Non-performing exposures | 4,343 | 3,472 | 13,351 | 53,684 |
| Total exposures with forbearance measures | 7,273 | 48,924 | 18,065 | 108,467 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  |  | NLB |  |  |
| 31 Dec 2023 | Up to 3 months | 3 to 6 months | 6 to 12 months | Over 12 months |
| Performing exposures | 7,059 | 1,690 | 2,880 | 27,237 |
| Non-performing exposures | 1,312 | 6,634 | 2,455 | 16,819 |
| Total exposures with forbearance measures | 8,371 | 8,324 | 5,335 | 44,056 |
| 31 Dec 2022 |  |  |  |  |
| Performing exposures | 2,063 | 608 | 1,864 | 10,531 |
| Non-performing exposures | 1,939 | 1,261 | 7,300 | 20,184 |
| Total exposures with forbearance measures | 4,002 | 1,869 | 9,164 | 30,715 |

The main forbearance measurements used by NLB

Group and NLB are: deferral of payment, reduction

of interest rates, acquisition of collateral for partial

repayment of claims, and others, either as a single

forbearance measurement or as a combination of those.

l) Repossessed assets

NLB Group and NLB received the following assets by

taking possession of collateral held as security and held

them at the reporting date:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
| Net value | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Nature of assets |  |  |  |  |
| Equity securities mandatorily measured at  fair value through profit or loss (note 5.3.a) | - | 368 | - | - |
| Investment property (note 5.9.) | 21,253 | 25,326 | 2,263 | 1,901 |
| Property and equipment (note 5.8.) | 11,641 | 11,962 | - | - |
| Investments in subsidiaries and associates | - | - | 530 | 2,049 |
| Real estates (note 5.13.) | 27,122 | 50,913 | 3,129 | 3,170 |
| Other assets (note 5.13.) | 515 | 673 | - | - |
| Non-current assets held for sale (note 5.7.) | 474 | 651 | - | - |
| Total | 61,005 | 89,893 | 5,922 | 7,120 |

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317

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

m) Analysis of loans and advances by industry sectors

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| NLB Group |  | 31 Dec 2023 |  |  |  | 31 Dec 2022 |  |  |
| Industry sector | Gross loans | Impairment  provisions | Net loans | (%) | Gross loans | Impairment  provisions | Net loans | (%) |
| Banks | 547,939 | (299) | 547,640 | 3.79 | 223,234 | (269) | 222,965 | 1.65 |
| Finance | 154,385 | (2,321) | 152,064 | 1.05 | 235,737 | (2,579) | 233,158 | 1.73 |
| Electricity, gas, and water | 599,988 | (9,284) | 590,704 | 4.09 | 601,556 | (10,704) | 590,852 | 4.39 |
| Construction industry | 535,444 | (23,798) | 511,646 | 3.54 | 547,251 | (27,686) | 519,565 | 3.86 |
| Heavy industry | 1,487,769 | (29,619) | 1,458,150 | 10.09 | 1,415,304 | (25,553) | 1,389,751 | 10.31 |
| Education | 14,278 | (481) | 13,797 | 0.10 | 13,246 | (1,313) | 11,933 | 0.09 |
| Agriculture, forestry, and fishing | 108,204 | (3,536) | 104,668 | 0.72 | 98,813 | (3,063) | 95,750 | 0.71 |
| Public sector | 390,522 | (4,234) | 386,288 | 2.67 | 285,495 | (4,737) | 280,758 | 2.08 |
| Individuals | 7,235,314 | (148,499) | 7,086,815 | 49.05 | 6,743,441 | (121,771) | 6,621,670 | 49.14 |
| Mining | 45,801 | (1,733) | 44,068 | 0.31 | 53,854 | (2,747) | 51,107 | 0.38 |
| Entrepreneurs | 388,668 | (7,604) | 381,064 | 2.64 | 389,376 | (9,162) | 380,214 | 2.82 |
| Services | 929,438 | (34,385) | 895,053 | 6.19 | 809,891 | (41,343) | 768,548 | 5.70 |
| Transport and communications | 884,162 | (20,676) | 863,486 | 5.98 | 920,149 | (19,476) | 900,673 | 6.68 |
| Trade industry | 1,254,749 | (41,550) | 1,213,199 | 8.40 | 1,239,161 | (53,113) | 1,186,048 | 8.80 |
| Health care and social security | 34,506 | (907) | 33,599 | 0.23 | 43,710 | (751) | 42,959 | 0.32 |
| Other financial assets | 176,767 | (10,805) | 165,962 | 1.15 | 186,857 | (9,034) | 177,823 | 1.32 |
| Total | 14,787,934 | (339,731) | 14,448,203 | 100.00 | 13,807,075 | (333,301) | 13,473,774 | 100.00 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| NLB |  | 31 Dec 2023 |  |  |  | 31 Dec 2022 |  |  |
| Industry sector | Gross loans | Impairment  provisions | Net loans | (%) | Gross loans | Impairment  provisions | Net loans | (%) |
| Banks | 149,261 | (250) | 149,011 | 2.01 | 350,841 | (216) | 350,625 | 5.37 |
| Finance | 440,080 | (2,914) | 437,166 | 5.90 | 383,781 | (3,167) | 380,614 | 5.83 |
| Electricity, gas, and water | 429,569 | (2,577) | 426,992 | 5.76 | 371,356 | (1,467) | 369,889 | 5.67 |
| Construction industry | 131,462 | (8,652) | 122,810 | 1.66 | 150,715 | (9,714) | 141,001 | 2.16 |
| Heavy industry | 847,052 | (11,135) | 835,917 | 11.29 | 688,517 | (6,161) | 682,356 | 10.45 |
| Education | 3,509 | (63) | 3,446 | 0.05 | 3,529 | (19) | 3,510 | 0.05 |
| Agriculture, forestry, and fishing | 14,566 | (65) | 14,501 | 0.20 | 15,432 | (70) | 15,362 | 0.24 |
| Public sector | 116,388 | (824) | 115,564 | 1.56 | 104,303 | (1,176) | 103,127 | 1.58 |
| Individuals | 3,608,827 | (65,224) | 3,543,603 | 47.84 | 3,084,331 | (47,832) | 3,036,499 | 46.52 |
| Mining | 19,996 | (71) | 19,925 | 0.27 | 23,736 | (185) | 23,551 | 0.36 |
| Entrepreneurs | 83,802 | (2,753) | 81,049 | 1.09 | 64,471 | (1,722) | 62,749 | 0.96 |
| Services | 607,989 | (15,368) | 592,621 | 8.00 | 342,882 | (12,336) | 330,546 | 5.06 |
| Transport and communications | 580,244 | (3,814) | 576,430 | 7.78 | 589,152 | (3,155) | 585,997 | 8.98 |
| Trade industry | 370,514 | (5,521) | 364,993 | 4.93 | 308,724 | (6,143) | 302,581 | 4.64 |
| Health care and social security | 21,638 | (587) | 21,051 | 0.28 | 24,788 | (265) | 24,523 | 0.38 |
| Other financial assets | 103,210 | (1,614) | 101,596 | 1.37 | 115,412 | (1,013) | 114,399 | 1.75 |
| Total | 7,528,107 | (121,432) | 7,406,675 | 100.00 | 6,621,970 | (94,641) | 6,527,329 | 100.00 |

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MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| n) Analysis of net loans and advances by geographical sectors |  |  |  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
| Country | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Slovenia | 6,705,660 | 6,704,603 | 6,701,924 | 5,824,477 |
| Other European Union members | 414,732 | 274,795 | 222,556 | 180,842 |
| Serbia | 3,306,766 | 2,790,892 | 193,376 | 184,530 |
| Other countries | 4,021,045 | 3,703,484 | 288,819 | 337,480 |
| Total | 14,448,203 | 13,473,774 | 7,406,675 | 6,527,329 |

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319

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
| o) Analysis of debt securities and derivative financial instruments by geographical sectors |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2023 |  | NLB Group |  |  |  | NLB |  |
| Country | Financial assets  measured at  amortised cost | Financial assets  measured at fair  value through OCI | Non-trading  financial assets  mandatorily at FV  through profit or loss | Derivative financial  instruments | Financial assets  amortised cost  measured at | Financial assets  measured at fair  value through OCI | Derivative financial  instruments |
| Slovenia | 428,163 | 274,855 | - | 1,092 | 416,679 | 219,307 | 1,092 |
| Other members of European Union | 1,567,873 | 805,334 | 5,217 | 35,121 | 1,440,075 | 551,192 | 35,121 |
| - Austria | 113,531 | 77,472 | 707 | - | 105,552 | 46,541 | - |
| - Belgium | 173,326 | 84,471 | 706 | 7,819 | 156,407 | 34,407 | 7,819 |
| - Bulgaria | 34,226 | 1,002 | - | - | 34,226 | 1,002 | - |
| - Czech Republic | 12,975 | - | - | - | 12,975 | - | - |
| - Cyprus | 18,172 | 1,550 | - | - | 18,172 | 1,550 | - |
| - Denmark | 16,662 | 8,187 | - | - | 16,662 | 8,187 | - |
| - Finland | 67,257 | 90,419 | 707 | - | 59,293 | 57,919 | - |
| - France | 239,395 | 136,115 | - | 9,227 | 211,895 | 92,483 | 9,227 |
| - Germany | 167,538 | 107,278 | 505 | 12,301 | 136,969 | 54,500 | 12,301 |
| - Hungary | 45,211 | 5,639 | - | - | 45,211 | 5,639 | - |
| - Ireland | 58,793 | 31,191 | - | 2,677 | 52,634 | 29,141 | 2,677 |
| - Italy | 51,566 | 5,989 | 100 | - | 51,566 | 5,989 | - |
| - Latvia | 23,276 | - | - | - | 23,276 | - | - |
| - Lithuania | 20,596 | - | - | - | 20,596 | - | - |
| - Luxembourg | 69,567 | 7,337 | - | - | 69,567 | 7,337 | - |
| - Malta | 27,442 | - | - | - | 27,442 | - | - |
| - Netherlands | 117,309 | 112,840 | 2,492 | 3,097 | 91,519 | 70,653 | 3,097 |
| - Poland | 35,024 | 7,126 | - | - | 35,024 | 7,126 | - |
| - Portugal | 42,677 | 16,574 | - | - | 42,677 | 16,574 | - |
| - Romania | 53,190 | 5,013 | - | - | 53,190 | 5,013 | - |
| - Slovakia | 63,406 | 18,900 | - | - | 58,488 | 18,900 | - |
| - Spain | 67,471 | 40,190 | - | - | 67,471 | 40,190 | - |
| - Sweden | 41,597 | 48,041 | - | - | 41,597 | 48,041 | - |
| - Other | 7,666 | - | - | - | 7,666 | - | - |
| United States of America | 37,158 | 58,889 | - | - | 6,831 | 7,427 | - |
| Other countries | 489,035 | 1,025,385 | - | 27,119 | 102,584 | 184,158 | 29,358 |
| - Bosnia and Herzegovina | 59,073 | 132,027 | - | - | 4,064 | 2,917 | - |
| - Kosovo | - | 48,614 | - | 20 | - | - | 20 |
| - Montenegro | 60,109 | 22,665 | - | - | 6,760 | 3,008 | 2,243 |
| - North Macedonia | 154,398 | 115,535 | - | 29 | 13,129 | 46,539 | 7 |
| - Serbia | 140,796 | 579,332 | - | 821 | 3,972 | 4,482 | 839 |
| - Albania | - | 27,819 | - | - | - | 27,819 | - |
| - Canada | 26,681 | 12,133 | - | - | 26,681 | 12,133 | - |
| - Great Britain | 1,638 | 51,436 | - | 26,249 | 1,638 | 51,436 | 26,249 |
| - Iceland | 7,737 | 8,205 | - | - | 7,737 | 8,205 | - |
| - Israel | 7,408 | 9,062 | - | - | 7,408 | 9,062 | - |
| - Kazakhstan | - | 7,507 | - | - | - | 7,507 | - |
| - Norway | 19,303 | 6,465 | - | - | 19,303 | 6,465 | - |
| - Other | 11,892 | 4,585 | - | - | 11,892 | 4,585 | - |
| Total | 2,522,229 | 2,164,463 | 5,217 | 63,332 | 1,966,169 | 962,084 | 65,571 |

Other members of the European Union included in the line item ‘Other’ are Estonia and Greece.

Other members of the ‘Other countries’ in the line item ‘Other’ are Egypt, Uzbekistan, South Korea and Oman.

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320

NLB Group

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  |  | NLB Group |  |  |  | NLB |  |  |
| Country | Financial assets  amortised cost  measured at | Financial assets  held for trading | Financial assets  through OCI  at fair value  measured | Non-trading  financial assets  at FV through  mandatorily  profit or loss | Derivative  financial  instruments | Financial assets  amortised cost  measured at | Financial assets  held for trading | Financial assets  through OCI  at fair value  measured | instruments  Derivative  financial |
| Slovenia | 360,623 | - | 331,539 | - | 2,450 | 347,976 | - | 241,095 | 2,449 |
| Other members of European Union | 1,214,523 | - | 951,992 | 2,267 | 36,606 | 1,184,663 | - | 774,380 | 36,606 |
| - Austria | 96,349 | - | 79,119 | - | - | 96,349 | - | 51,193 | - |
| - Belgium | 129,217 | - | 94,088 | - | 11,397 | 129,217 | - | 55,622 | 11,397 |
| - Bulgaria | 41,233 | - | 3,029 | - | - | 41,233 | - | 3,029 | - |
| - Czech Republic | 12,901 | - | - | - | - | 12,901 | - | - | - |
| - Cyprus | 10,187 | - | 1,553 | - | - | 10,187 | - | 1,553 | - |
| - Denmark | 5,975 | - | 13,333 | - | - | 5,975 | - | 13,333 | - |
| - Finland | 57,440 | - | 114,292 | - | - | 57,440 | - | 84,477 | - |
| - France | 184,831 | - | 169,157 | - | 10,087 | 179,844 | - | 137,668 | 10,087 |
| - Germany | 139,370 | - | 105,082 | - | 10,447 | 114,497 | - | 70,207 | 10,447 |
| - Greece | - | - | 10,888 | - | - | - | - | 10,888 | - |
| - Hungary | 37,346 | - | 5,260 | - | - | 37,346 | - | 5,260 | - |
| - Ireland | 53,384 | - | 31,592 | - | - | 53,384 | - | 29,525 | - |
| - Italy | 37,472 | - | 13,544 | 99 | - | 37,472 | - | 13,544 | - |
| - Latvia | 15,507 | - | - | - | - | 15,507 | - | - | - |
| - Lithuania | 16,798 | - | - | - | - | 16,798 | - | - | - |
| - Luxembourg | 91,588 | - | 27,256 | - | - | 91,588 | - | 27,256 | - |
| - Netherlands | 57,523 | - | 112,907 | 2,168 | 4,675 | 57,523 | - | 99,933 | 4,675 |
| - Poland | 19,772 | - | 17,691 | - | - | 19,772 | - | 17,691 | - |
| - Portugal | 46,750 | - | 16,440 | - | - | 46,750 | - | 16,440 | - |
| - Romania | 37,802 | - | 4,827 | - | - | 37,802 | - | 4,827 | - |
| - Slovakia | 31,523 | - | 31,592 | - | - | 31,523 | - | 31,592 | - |
| - Spain | 55,076 | - | 39,097 | - | - | 55,076 | - | 39,097 | - |
| - Sweden | 24,753 | - | 61,245 | - | - | 24,753 | - | 61,245 | - |
| - Other | 11,726 | - | - | - | - | 11,726 | - | - | - |
| United States of America | 25,966 | - | 62,170 | 849 | - | 4,690 | - | 11,859 | - |
| Other countries | 316,503 | 203 | 1,493,095 | - | 41,691 | 60,119 | 203 | 263,943 | 41,796 |
| - Bosnia and Herzegovina | 7,648 | - | 177,746 | - | - | 4,056 | - | 2,905 | - |
| - Kosovo | - | - | 58,034 | - | 17 | - | - | - | 17 |
| - Montenegro | 40,672 | - | 20,949 | - | - | 6,780 | - | 2,819 | - |
| - North Macedonia | 189,383 | - | 134,268 | - | 5 | 15,260 | - | 54,590 | 31 |
| - Serbia | 25,490 | - | 898,531 | - | - | - | - | 3,913 | 79 |
| - Albania | - | - | 25,866 | - | - | - | - | 25,866 | - |
| - Canada | 3,007 | - | 21,147 | - | - | 3,007 | - | 21,147 | - |
| - Great Britain | - | - | 54,178 | - | 41,669 | - | - | 54,178 | 41,669 |
| - Iceland | 7,746 | - | 7,892 | - | - | 7,746 | - | 7,892 | - |
| - Israel | - | - | 9,053 | - | - | - | - | 9,053 | - |
| - Kazakhstan | - | - | 12,970 | - | - | - | - | 12,970 | - |
| - Norway | 16,186 | - | 11,206 | - | - | 16,186 | - | 11,206 | - |
| - Russia | - | - | 2,026 | - | - | - | - | 2,026 | - |
| - Switzerland | 19,287 | 203 | 54,572 | - | - | - | 203 | 50,721 | - |
| - Other | 7,084 | - | 4,657 | - | - | 7,084 | - | 4,657 | - |
| Total | 1,917,615 | 203 | 2,838,796 | 3,116 | 80,747 | 1,597,448 | 203 | 1,291,277 | 80,851 |

Other members of the European Union included in the line item ‘Other’ are Malta and Estonia.

Other members of the ‘Other countries’ in the line item ‘Other’ are Egypt, Uzbekistan, and Oman.

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SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

p) Internal rating of derivatives counterparties

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in % |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| A | 92.94 | 88.90 | 93.80 | 90.18 |
| B | 6.91 | 11.10 | 6.06 | 9.82 |
| C | 0.08 | 0.00 | 0.07 | 0.00 |
| D and E | 0.08 | 0.00 | 0.07 | 0.00 |
| Total | 100.00 | 100.00 | 100.00 | 100.00 |

All derivatives in the banking book are entered into with

counterparties with an external investment-grade rating.

When derivatives are entered into on behalf of NLB

Group’s customers, such customers usually do not have

an external rating, but all such transactions are covered

through back-to-back transactions involving third

parties with an external investment-grade rating.

r) Debt financial instruments in NLB Group’s and NLB’s portfolio that represent subordinated liabilities for the issuer

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  | in EUR thousands |  |
| 31 Dec 2023 |  | NLB Group |  |  |  |  |  | NLB |  |  |
| Internal rating | A | B | C | D | Total | A | B | C | D | Total |
| Financial assets measured at fair value  through other comprehensive income | 28,421 | - | - | - | 28,421 | 28,421 | - | - | - | 28,421 |
|  |
|  |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |  |  |  |
| - debt securities | 9,484 | - | - | - | 9,484 | 9,484 | - | - | - | 9,484 |
| - loans and advances to banks | - | - | - | - | - | 90,153 | - | - | - | 90,153 |
| - loans and advances to customers | - | - | - | - | - | - | - | 7,050 | - | 7,050 |
| Total | 37,905 | - | - | - | 37,905 | 128,058 | - | 7,050 | - | 135,108 |

|  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  |  | in EUR thousands |  |
| 31 Dec 2022 |  |  | NLB Group |  |  |  |  | NLB |  |  |
| Internal rating | A | B | C | D | Total | A | B | C | D | Total |
| Financial assets measured at fair value  through other comprehensive income | 28,014 | - | - | - | 28,014 | 28,014 | - | - | - | 28,014 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |  |  |  |
| - debt securities | 2,612 | - | - | - | 2,612 | 2,612 | - | - | - | 2,612 |
| - loans and advances to banks | - | - | - | - | - | 84,713 | - | - | - | 84,713 |
| - loans and advances to customers | - | - | - | - | - | - | - | 6,613 | - | 6,613 |
| Total | 30,626 | - | - | - | 30,626 | 115,339 | - | 6,613 | - | 121,952 |

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MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

s) Presentation of net financial instruments by measurement category

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | Financial assets  held for trading | Non-trading financial  assets mandatorily  at FV through P&L | Financial assets  measured at FV  through OCI | Financial assets  amortised cost  measured at | Financial  leases | Derivatives for  hedge accounting | Total |
| Cash and obligatory reserves  with central banks, and other  demand deposits at banks | - | - | - | 6,103,561 | - | - | 6,103,561 |
|  |
|  |
| Securities | - | 14,175 | 2,251,556 | 2,522,229 | - | - | 4,787,960 |
| - Bonds | - | 5,217 | 1,836,604 | 2,522,229 | - | - | 4,364,050 |
| - Shares | - | 6,300 | 87,092 | - | - | - | 93,392 |
| - Commercial bills | - | - | 26,022 | - | - | - | 26,022 |
| - Treasury bills | - | - | 301,838 | - | - | - | 301,838 |
| - Investment funds | - | 2,658 | - | - | - | - | 2,658 |
| Derivatives | 15,718 | - | - | - | - | 47,614 | 63,332 |
| Loans and receivables | - | - | - | 13,945,973 | 336,268 | - | 14,282,241 |
| - Loans to governments | - | - | - | 386,059 | 232 | - | 386,291 |
| - Loans to banks | - | - | - | 547,640 | - | - | 547,640 |
| - Loans to financial organisations | - | - | - | 91,460 | 63 | - | 91,523 |
| - Loans to individuals | - | - | - | 6,986,045 | 100,770 | - | 7,086,815 |
| - Loans to other customers | - | - | - | 5,934,769 | 235,203 | - | 6,169,972 |
| Other financial assets | - | - | - | 165,962 | - | - | 165,962 |
| Total financial assets | 15,718 | 14,175 | 2,251,556 | 22,737,725 | 336,268 | 47,614 | 25,403,056 |

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | Financial assets  held for trading | Non-trading financial  assets mandatorily  at FV through P&L | Financial assets  measured at FV  through OCI | Financial assets  measured at  amortised cost | Financial  leases | Derivatives for  hedge accounting | Total |
|  |
|  |
|  |
|  |
| Cash and obligatory reserves  with central banks, and other  demand deposits at banks | - | - | - | 5,271,365 | - | - | 5,271,365 |
|  |
|  |
| Securities | 203 | 19,031 | 2,919,203 | 1,917,615 | - | - | 4,856,052 |
| - Bonds | - | 3,116 | 2,506,224 | 1,917,615 | - | - | 4,426,955 |
| - Shares | - | 5,579 | 80,407 | - | - | - | 85,986 |
| - Commercial bills | - | - | 21,824 | - | - | - | 21,824 |
| - Treasury bills | 203 | - | 310,748 | - | - | - | 310,951 |
| - Investment funds | - | 10,336 | - | - | - | - | 10,336 |
| Derivatives | 21,385 | - | - | - | - | 59,362 | 80,747 |
| Loans and receivables | - | - | - | 13,102,729 | 193,222 | - | 13,295,951 |
| - Loans to governments | - | - | - | 303,086 | 357 | - | 303,443 |
| - Loans to banks | - | - | - | 222,965 | - | - | 222,965 |
| - Loans to financial organisations | - | - | - | 116,046 | 32 | - | 116,078 |
| - Loans to individuals | - | - | - | 6,550,704 | 70,966 | - | 6,621,670 |
| - Loans to other customers | - | - | - | 5,909,928 | 121,867 | - | 6,031,795 |
| Other financial assets | - | - | - | 177,823 | - | - | 177,823 |
| Total financial assets | 21,588 | 19,031 | 2,919,2 0 3 | 20,469,532 | 193,222 | 59,362 | 23,681,938 |

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SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

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Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2023 | Financial assets  held for trading | Non-trading financial  assets mandatorily  at FV through P&L | Financial assets  measured at FV  through OCI | Financial assets  measured at  amortised cost | Derivatives for  hedge accounting | Total |
|  |
|  |
|  |
|  |
| Cash and obligatory reserves with central banks,  and other demand deposits at banks | - | - | - | 4,318,032 | - | 4,318,032 |
|  |
|  |
| Securities | - | 8,858 | 1,023,012 | 1,966,169 | - | 2,998,039 |
| - Bonds | - | - | 962,084 | 1,966,169 | - | 2,928,253 |
| - Shares | - | 6,300 | 60,928 | - | - | 67,228 |
| - Investment funds | - | 2,558 | - | - | - | 2,558 |
| Derivatives | 17,957 | - | - | - | 47,614 | 65,571 |
| Loans and receivables | - | 7,785 | - | 7,297,294 | - | 7,305,079 |
| - Loans to governments | - | - | - | 118,220 | - | 118,220 |
| - Loans to banks | - | - | - | 149,011 | - | 149,011 |
| - Loans to financial organisations | - | - | - | 384,995 | - | 384,995 |
| - Loans to individuals | - | - | - | 3,543,603 | - | 3,543,603 |
| - Loans to other customers | - | 7,785 | - | 3,101,465 | - | 3,109,250 |
| Other financial assets | - | - | - | 101,596 | - | 101,596 |
| Total financial assets | 17,957 | 16,643 | 1,023,012 | 13,683,091 | 47,614 | 14,788,317 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2022 | Financial assets  held for trading | Non-trading financial  assets mandatorily  at FV through P&L | Financial assets  measured at FV  through OCI | Financial assets  measured at  amortised cost | Derivatives for  hedge accounting | Total |
|  |
|  |
|  |
|  |
| Cash and obligatory reserves with central banks,  and other demand deposits at banks | - | - | - | 3,339,024 | - | 3,339,024 |
|  |
|  |
| Securities | 203 | 7,519 | 1,334,061 | 1,597,448 | - | 2,939,231 |
| - Bonds | - | - | 1,196,760 | 1,597,448 | - | 2,794,208 |
| - Shares | - | 5,211 | 42,784 | - | - | 47,995 |
| - Treasury bills | 203 | - | 94,517 | - | - | 94,720 |
| - Investment funds | - | 2,308 | - | - | - | 2,308 |
| Derivatives | 21,489 | - | - | - | 59,362 | 80,851 |
| Loans and receivables | - | 7,892 | - | 6,405,038 | - | 6,412,930 |
| - Loans to governments | - | - | - | 124,736 | - | 124,736 |
| - Loans to banks | - | - | - | 350,625 | - | 350,625 |
| - Loans to financial organisations | - | - | - | 286,504 | - | 286,504 |
| - Loans to individuals | - | - | - | 3,036,499 | - | 3,036,499 |
| - Loans to other customers | - | 7,892 | - | 2,606,674 | - | 2,614,566 |
| Other financial assets | - | - | - | 114,399 | - | 114,399 |
| Total financial assets | 21,692 | 15,411 | 1,334,061 | 11,455,909 | 59,362 | 12,886,435 |

As at 31 December 2023 and 31 December 2022, all of

NLB Group’s financial liabilities, except for derivatives

designated as hedging instruments, trading liabilities,

and financial liabilities measured at fair value through

profit or loss, were carried at amortised cost.

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SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

6.2. Market risk

NLB Group defines market risk as the risk of potential

financial losses due to changes in rates and/or market

prices (exchange rates, credit spreads, and equity

prices), or in parameters that affect prices (volatilities

and correlations). Losses may impact profit or loss

directly, for example in the case of trading book

positions. However, for the banking book positions they

are reflected in the revaluation reserve. The exposure

to the market risk is to a certain degree integrated into

the banking industry and offers an opportunity to create

financial results and value.

The Global Risk Department of NLB is independent

from the trading activities and reports to the Bank’s

Assets and Liabilities Committee (ALCO). Global Risk

also monitors and manages exposure to market

risks separately for the banking and trading books.

Exposures and limits are monitored daily and reported

to the ALCO committee on a regular basis.

The Bank uses a wide selection of quantitative and

qualitative tools for measuring, managing, and reporting

market risks such as value-at-risk (VaR), sensitivity

analysis, stress-testing, backtesting, scenarios, other

market risk mitigants (concentration of exposures, gap

limits, stop-loss limits, etc.), net interest income sensitivity,

economic value of equity, and economic capital. Stress-

testing provides an indication of the potential losses that

could occur in severe market conditions.

In the area of currency risk, NLB Group pursues the

goal of low to medium exposure. NLB monitors the

open position of NLB Group on an ongoing basis.

The orientation of NLB Group in interest rate risk

management is to prevent negative effects on the net

interest income and economic value of equity arising

from changed market interest rates. The conclusion of

transactions involving derivatives at NLB is limited to

the servicing of the clients’ and hedging of the Group’s

own open positions. In accordance with the provisions

of the Strategy on trading with financial instruments in

NLB Group, the trading activities in other NLB Group

members are very restricted.

For monitoring and managing NLB Group’s exposure

to market risks, uniform guidelines and exposure limits

for each type of risk are set for individual NLB Group

entities. The methodologies are in line with regulatory

requirements on individual and consolidated levels,

while reporting to the regulator on the consolidated

level is carried out using the standardised approach.

Pursuant to the relevant policies, NLB Group entities

must monitor and manage exposure to market risks and

report to NLB accordingly. The exposure of an individual

NLB Group entity is regularly monitored and reported to

the Assets and Liabilities Committee of NLB Group (NLB

Group ALCO).

6.2.1. Currency risk (FX)

Foreign currency risk (FX) is a risk of the potential

losses from the open FX positions due to the changes

of the foreign currency rates. The exposures of NLB to

the movement of the FX rates have an impact on the

financial position and cash flows of the Bank. The Bank

measures and manages the FX risk with a usage of

combination of sensitivity analysis, VaR, scenarios, and

stress-testing.

In the trading book, similar to the other market risks,

risk is managed on the basis of VaR limits that are

approved by the Management Board of the Bank and in

accordance with the adopted policy of managing market

risk in the trading book of NLB. The trading FX risk is

managed on an integrated basis at a portfolio level.

NLB monitors and manages FX risk in the banking book

according to the policy of managing FX risk in NLB.

The policy is primarily composed to protect Common

Equity Tier 1 against the negative effects of the volatility

of the FX rates, whilst limiting the volatility in the income

statement. FX exposures in banking book result from

core banking business activities.

Each member is responsible for its own currency risk

policy, which also includes a limit system and is in line

with the parent Bank’s guidelines and standards, as well

as local regulatory requirements. Policies are confirmed

by either the local Management Board or Supervisory

Board. NLB monitors and manages NLB Group currency

risk exposure on a monthly basis for each member and

on the consolidated level.

NLB Group banks follow the guidelines for managing FX

lending in NLB Group. The guidelines’ goal is to address

risks stemming from the potential excessive growth of

FX lending, to identify hidden risks, and tail-event risks

related to FX lending, to mitigate the respective risk, to

internalise the respective costs, and to hold adequate

capital with respect to FX lending.

The positions of all currencies in the statement of

financial position of NLB, for which a daily limit is set,

are monitored daily. FX positions are managed on the

currency level so that they are always within the limits.

Regarding structural FX positions on a consolidation

level, assets, and liabilities held in foreign operations are

translated into euro currency at the closing FX rate on

the reporting date. Foreign exchange differences of non-

euro assets and liabilities against euro are recognised in

OCI, and therefore affect shareholder’s equity and CET1

capital. NLB Group ALM employs strategies to manage

this foreign currency exposure, including matched

funding of assets and liabilities.

Exposure to currency risks is discussed at daily liquidity

meetings and monthly meetings of the ALCO committee

of the NLB Group, and quarterly on the consolidated

level.

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325

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

a) Analysis of financial instruments by currency exposure

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | EUR | RSD | USD | CHF | Other | Total |
| Financial assets |  |  |  |  |  |  |
| Cash, cash balances at central banks, and other demand deposits at banks | 5,117,465 | 468,397 | 37,052 | 38,933 | 441,714 | 6,103,561 |
| Financial assets held for trading | 15,718 | - | - | - | - | 15,718 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 7,875 | - | 6,300 | - | - | 14,175 |
| Financial assets measured at fair value through other comprehensive income | 1,629,595 | 389,392 | 138,401 | - | 94,168 | 2,251,556 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |
| - debt securities | 2,112,344 | 117,940 | 96,660 | - | 195,285 | 2,522,229 |
| - loans and advances to banks | 173,510 | 294,884 | 41,070 | 28,361 | 9,815 | 547,640 |
| - loans and advances to customers | 11,215,215 | 1,049,206 | 19,600 | 47,409 | 1,403,171 | 13,734,601 |
| - other financial assets | 95,883 | 18,890 | 23,091 | 47 | 28,051 | 165,962 |
| Derivatives - hedge accounting | 47,614 | - | - | - | - | 47,614 |
| Fair value changes of the hedged items in portfolio hedge of interest rate risk | (10,207) | - | - | - | - | (10,207) |
| Total financial assets | 20,405,012 | 2,338,709 | 362,174 | 114,750 | 2,172,204 | 25,392,849 |
| Financial liabilities |  |  |  |  |  |  |
| Financial liabilities held for trading | 13,217 | - | - | - | - | 13,217 |
| Financial liabilities measured at fair value through profit or loss | 2,914 | 532 | - | - | 1,036 | 4,482 |
| Derivatives - hedge accounting | 3,540 | - | - | - | - | 3,540 |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |
| - deposits from banks and central banks | 55,741 | 14,320 | 5,113 | 6,199 | 13,910 | 95,283 |
| - borrowings from banks and central banks | 127,206 | - | 13,213 | - | - | 140,419 |
| - due to customers | 16,968,455 | 1,418,343 | 360,062 | 212,261 | 1,773,601 | 20,732,722 |
| - borrowings from other customers | 99,718 | - | - | - | - | 99,718 |
| - debt securities issued | 1,338,235 | - | - | - | - | 1,338,235 |
| - other financial liabilities | 249,881 | 41,067 | 36,216 | 1,808 | 28,144 | 357,116 |
| Total financial liabilities | 18,858,907 | 1,474,262 | 414,604 | 220,268 | 1,816,691 | 22,784,732 |
| Net on-balance sheet financial position | 1,546,105 | 864,447 | (52,430) | (105,518) | 355,513 | 2,608,117 |
| Derivative financial instruments | (233,578) | (25,498) | 55,204 | 123,650 | 59,879 | (20,343) |
| Net financial position | 1,312,527 | 838,949 | 2,774 | 18,132 | 415,392 | 2,587,774 |
| 31 Dec 2022 |  |  |  |  |  |  |
| Total financial assets | 19,235,733 | 1,834,866 | 323,743 | 209,176 | 2,054,653 | 23,658,171 |
| Total financial liabilities | 18,039,672 | 1,188,425 | 416,320 | 208,949 | 1,697,827 | 21,551,193 |
| Net on-balance sheet financial position | 1,196,061 | 646,441 | (92,577) | 227 | 356,826 | 2,106,978 |
| Derivative financial instruments | (75,897) | 42,632 | 82,411 | (2,031) | 51,477 | 98,592 |
| Net financial position | 1,120,164 | 689,073 | (10,166) | (1,804) | 408,303 | 2,205,570 |

Other mostly relates to exposures in currency MKD and BAM.

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326

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2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2023 | EUR | RSD | USD | CHF | Other | Total |
| Financial assets |  |  |  |  |  |  |
| Cash, cash balances at central banks, and other demand deposits at banks | 4,284,634 | 544 | 7,518 | 8,844 | 16,492 | 4,318,032 |
| Financial assets held for trading | 17,957 | - | - | - | - | 17,957 |
| Non-trading financial assets mandatorily at fair value through profit or loss | 10,343 | - | 6,300 | - | - | 16,643 |
| Financial assets measured at fair value through other comprehensive income | 989,555 | - | 28,234 | - | 5,223 | 1,023,012 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |
| - debt securities | 1,891,752 | - | 59,625 | - | 14,792 | 1,966,169 |
| - loans and advances to banks | 149,011 | - | - | - | - | 149,011 |
| - loans and advances to customers | 7,085,715 | - | 13,205 | 49,112 | 251 | 7,148,283 |
| - other financial assets | 78,522 | 3 | 23,036 | 4 | 31 | 101,596 |
| Derivatives - hedge accounting | 47,614 | - | - | - | - | 47,614 |
| Fair value changes of the hedged items in portfolio hedge of interest rate risk | (12,514) | - | - | - | - | (12,514) |
| Total financial assets | 14,542,589 | 547 | 137,918 | 57,960 | 36,789 | 14,775,803 |
| Financial liabilities |  |  |  |  |  |  |
| Financial liabilities held for trading | 17,510 | - | - | - | - | 17,510 |
| Financial liabilities measured at fair value through profit or loss | 3,210 | - | - | - | - | 3,210 |
| Derivatives - hedge accounting | 1,420 | - | - | - | - | 1,420 |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |
| - deposits from banks and central banks | 111,289 | 78 | 6,915 | 11,607 | 17,113 | 147,002 |
| - borrowings from banks and central banks | 69,584 | - | 13,213 | - | - | 82,797 |
| - due to customers | 11,595,732 | 23 | 148,346 | 84,643 | 52,819 | 11,881,563 |
| - debt securities issued | 1,338,235 | - | - | - | - | 1,338,235 |
| - other financial liabilities | 173,942 | 2 | 23,703 | 135 | 238 | 198,020 |
| Total financial liabilities | 13,310,922 | 103 | 192,177 | 96,385 | 70,170 | 13,669,757 |
| Net on-balance sheet financial position | 1,231,667 | 444 | (54,259) | (38,425) | (33,381) | 1,106,046 |
| Derivative financial instruments | (157,517) | 5 | 55,204 | 39,957 | 40,143 | (22,208) |
| Net financial position | 1,074,150 | 449 | 945 | 1,532 | 6,762 | 1,083,838 |
| 31 Dec 2022 |  |  |  |  |  |  |
| Total financial assets | 12,552,661 | 474 | 130,881 | 115,791 | 62,861 | 12,862,668 |
| Total financial liabilities | 11,905,320 | 104 | 196,776 | 86,245 | 73,475 | 12,261,920 |
| Net on-balance sheet financial position | 647,341 | 370 | (65,895) | 29,546 | (10,614) | 600,748 |
| Derivative financial instruments | (79,626) | - | 65,535 | (29,451) | 24,326 | (19,216) |
| Net financial position | 567,715 | 370 | (360) | 95 | 13,712 | 581,532 |

Other mostly relates to exposures in currency GBP and CAD.

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|  |  |  |
| --- | --- | --- |
| b) FX sensitivity analysis |  |  |
|  | NLB Group and NLB |  |
| Scenarios | 31 Dec 2023 | 31 Dec 2022 |
| USD | +/-13.32% | +/-9.27% |
| CHF | +/-9.67% | +/-7.88% |
| CZK | +/-7.10% | +/-5.70% |
| RSD | +/-0.55% | +/-0.40% |
| MKD | +/-1.82% | +/-1.62% |
| JPY | +/-19.69% | +/-12.35% |
| AUD | +/-9.20% | +/-9.91% |
| HUF | +/-20.39% | +/-13.43% |
| HRK | - | +/-0.98% |
| BAM | +/-0% | +/-0% |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | 31 Dec 2023 |  |  |  | 31 Dec 2022 |  |  |
|  | NLB Group |  | NLB |  | NLB Group |  | NLB |  |
|  | Effects on income  statement | Effects on other  comprehensive  income | Effects on income  statement | Effects on other  comprehensive  income | Effects on income  statement | Effects on other  comprehensive  income | Effects on income  statement | Effects on other  comprehensive  income |
| Appreciation of |  |  |  |  |  |  |  |  |
| USD | (342) | - | (294) | 248 | (333) | - | (482) | 423 |
| CHF | (730) | 1,330 | 53 | - | (662) | 463 | 7 | - |
| CZK | - | - | - | - | (2) | - | 1 | - |
| RSD | (125) | 4,775 | 2 | - | 11 | 3,167 | 1 | - |
| MKD | 4 | 5,234 | 4 | - | 1 | 4,518 | 1 | - |
| Other | 100 | 93 | 102 | - | 251 | 48 | 144 | - |
| Effects on comprehensive income | (1,093) | 11,432 | (133) | 248 | (734) | 8,196 | (328) | 423 |
| Depreciation of |  |  |  |  |  |  |  |  |
| USD | 262 | - | 225 | (190) | 277 | - | 400 | (351) |
| CHF | 601 | (1,096) | (44) | - | 565 | (396) | (6) | - |
| CZK | - | - | - | - | 2 | - | (1) | - |
| RSD | 124 | (4,724) | (2) | - | (11) | (3,142) | (1) | - |
| MKD | (4) | (5,047) | (4) | - | (1) | (4,375) | (1) | - |
| Other | (70) | (93) | (71) | - | (203) | (48) | (121) | - |
| Effects on comprehensive income | 913 | (10,960) | 104 | (190) | 629 | (7,961) | 270 | (351) |

The effect on the other comprehensive income

statement of NLB Group has increased due to the higher

translation positions in MKD and RSD currencies, and

because of the higher volatility growths’ scenarios for

MKD and RSD currencies.

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6.2.2. Managing market risks in the trading book

Market risk exposure in the trading book arises mostly

as a result of the changes in interest rates, credit

spreads, FX rates, and equity prices.

The Management Board determines low total risk

appetite and limits by the risk type. The limits are

monitored daily by the Global Risk Department.

NLB uses an internal VaR model based on the variance-

covariance method for other market risks. The daily

calculation of the VAR value is adjusted to Basel

standards (99% confidence interval, a monitored period

of 250 business days, a 10-day holding position period).

6.2.3. Interest rate risk

Interest rate risk is the risk to NLB Group’s capital and

profit or loss arising from changes in market interest

rates. Interest rate risk management of NLB Group

includes all interest rate-sensitive on- and off-balance

sheet assets and liabilities which are divided into the

trading and banking book according to regulatory

standards. It takes into account the positions in each

currency. Interest rate risk management in NLB Group

is adopted in accordance with the risk appetite and

risk strategy, based on general Basel standards on

interest rate management in the banking book (IRRBB;

hereinafter: ‘Standards’) and European Banking

Authority guidelines.

In the trading book, interest rate risk is measured

on the basis of the VaR method and BPV method, in

accordance with the adopted policy for managing

market risk in the trading book of NLB.

The interest rate risk in the banking book is measured

and monitored within a framework of interest rate

risk management policy that establishes consistent

methodologies, models, and limit systems. NLB Group

manages interest rate risk exposure through application

of two main measures:

· Economic value sensitivity – using BPV method (Basis

Point Value), which measures the extent to which the

economic value of the banking book would change if

interest rates change according to the scenario;

· Sensitivity of net interest income – which measures the

impact of the interest rate change on future net interest

income over a one-year period, assuming constant

balance sheet volume and structure.

NLB Group regularly measures interest rate risk

exposure in the banking book under various

standardised and additional scenarios of changes

in the level and shape of interest rate yield curve,

including all significant sources of risk, taking into

account behavioural and modelling assumptions. Part

of non-maturing deposits, which is considered as a

core part is allocated long-term by using replicating

portfolio approach. Optionality risk is mainly derived

from behavioural options, reflected in prepayments

and withdrawals, and embedded options such as caps

and floors. Moreover, considering expected cash flows,

non-performing exposures, as well as off-balance sheet

items are considered when measuring interest rate risk

exposure.

The interest rate risk is closely measured, monitored,

and managed within approved risk limits and controls.

The Group manages interest rate positions and stabilises

its interest rate margin primarily with the pricing policy

and a fund transfer pricing policy. An important part

of the interest rate risk management is presented by

the banking book securities portfolio, whose primary

purpose is to maintain adequate liquidity reserves, while

it also contributes to the stability of the interest rate

margin.

NLB Group also manages interest rates risk by using

plain vanilla derivative financial instruments (interest

rate swaps, overnight index swaps, cross currency

swaps, and forward rate agreements), most of which are

treated according to hedge accounting rules.

Each member of NLB Group is responsible for its

own interest rate risk policy, which includes the limit

system and is in line with the parent Bank’s guidelines

and standards, as well as with the local regulatory

requirements. NLB regularly monitors the interest rate

risk exposure of each individual member of NLB Group

in accordance with the Standards for Risk Management

in NLB Group. The document comprises guidelines for

uniform and effective interest rate risk management

within individual NLB Group members.

Interest rate risk in the banking book is measured,

monitored, and reported by the Global Risk Department

(weekly in the case of NLB and monthly on Group level),

while positions are managed by Financial Markets.

Exposure to interest rate risk is discussed on ALCO

monthly on NLB’s individual level and quarterly on the

consolidated level.

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a) Analysis of financial instruments according to the

exposure to interest rate risk

The following table presents open net interest rate risk

positions by the most important currencies of

NLB Group. Financial instruments without maturity

such as sight deposits are presented in the first gap

irrespective of their behavioural characteristics and the

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| 31 Dec 2023 |  | NLB Group |  |  |
| Currency | 1 - 3 years | 3 - 5 years | 5 - 10 years | Over 10 Years |
| EUR | (2,109,587) | 1,278,722 | 1,519,103 | 756,545 |
| RSD | 573,943 | 195,097 | 69,386 | 5 |
| MKD | 253,734 | 25,929 | (5,110) | 5,960 |
| Other | (206,743) | 130,171 | 87,324 | 3,970 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  | NLB Group |  |  |
| Currency | 1 - 3 years | 3 - 5 years | 5 - 10 years | Over 10 Years |
| EUR | (2,061,940) | 1,461,068 | 1,389,104 | 667,013 |
| RSD | 338,852 | 213,972 | 52,070 | 2 |
| MKD | 192,033 | 13,086 | 17,792 | 10,070 |
| Other | (131,316) | 73,414 | 52,832 | 6,652 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| 31 Dec 2023 |  | NLB |  |  |
| Currency | 1 - 3 years | 3 - 5 years | 5 - 10 years | Over 10 Years |
| EUR | (1,772,291) | 1,004,157 | 1,436,836 | 645,084 |
| Other | (176,222) | 19,729 | 20,418 | - |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  | NLB |  |  |
| Currency | 1 - 3 years | 3 - 5 years | 5 - 10 years | Over 10 Years |
| EUR | (1,871,890) | 1,050,116 | 1,023,946 | 550,833 |
| Other | (81,512) | 29,436 | 395 | 7,189 |

NLB Group’s expectations.

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b) Net interest income sensitivity analysis and an

economic view of interest rate risk in the banking book

The analysis of interest income sensitivity for the horizon

of the next 12 months assumes a sudden parallel interest

rate shock down by 50 basis points for EUR or 100 basis

points for other currencies. The analysis assumes that

the positions used remain unchanged.

The assessment of the impact of a change in interest

rates of 50/100 basis points on the amount of net

interest income of the banking book position:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |  |
|  |  | NLB Group |  | NLB |  |
|  |  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Net interest income sensitivity |  | 57,595 | 43,713 | 33,281 | 21,393 |
| Net interest income sensitivity - as % of Equity |  | 2.22% | 2.02% | 1.84% | 1.48% |

The ‘EVE’ (Economic Value of Equity) method is a

measure of the sensitivity of changes in market interest

rates on the economic value of financial instruments.

The EVE represents the present value of net future

cash flows and provides a comprehensive view of the

possible long-term effects of changing interest rates

at least under the six prescribed standardised interest

rate shock scenarios or more if necessary, according

to the situation on financial markets. Calculations are

considering behavioural and automatic options, as well

as the allocation of non-maturing deposits.

The assessment of the impact of a change in interest

rates of 200 basis points on the economic value of the

banking book position:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Interest risk in banking book - EVE | 108,489 | 122,276 | 60,747 | 82,714 |
| Interest risk in banking book - EVE as % of Equity | 4.19% | 5.60% | 3.36% | 5.72% |

The applied sudden parallel interest rate shock up is

by 200 basis points, which represents a “worst case”

scenario for NLB Group. The calculation takes into the

account allocation of the core part of non-maturing

deposits and other behavioural assumptions.

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6.3. Liquidity risk

Liquidity risk is the risk of the NLB Group being unable

to fulfil current or future expected and unexpected

cash requirements, across all time horizons. The risk

may stem from the reduction in funding sources or a

reduction in the liquidity of certain assets.

Liquidity risk is related to funding liquidity risk (the NLB

Group’s liquidity on the liabilities-side) and market

liquidity risk (counterbalancing capacity on the assets-

side). On the liabilities-side, liquidity risk can result in

a loss if the Bank is unable to settle all its liabilities or

when the Bank, because of its incapacity to provide

sufficient funds to settle its obligations, is forced to

raise the necessary funds at a cost which significantly

exceeds the normal cost. On the assets-side, the liquidity

risk is related to the market value of counterbalancing

capacity and arises in case of significant reduction of

market value of an individual financial instrument and

may result in insufficient value of counterbalancing

capacity to cover the NLB Group’s liquidity needs.

Intraday liquidity risk is the capacity required during

the business day to enable financial institutions to make

payments and settle obligations.

In the risk identification process, first the reasons

for the realisation of each identified material risk

are analysed and grouped together in short risk

descriptions. Material risks are then classified into three

groups based on what part of liquidity is affected by

the realisation of the material risks: the liabilities side,

the assets side, and intraday liquidity risk. The origin

of each risk is determined as being internal, external,

or a combination of internal and external (internal

shock, meaning it originates within the Bank, or external

shock; meaning it comes from outside the Bank – e.g.,

a major macroeconomic event, physical or transition

event, ESG rating downgrade). Based on the identified

material risks, key liquidity risk drivers are defined. Key

risk drivers of the liquidity position are factors that are

expected to trigger a substantial deterioration of the

Group’s liquidity position. This deterioration may take

place in the form of an increase in outflows, a decrease

in inflows or a decrease in the liquidity value of the

counterbalancing capacity.

Liquidity risk is defined as an important risk type for NLB

Group, and one which must be managed carefully. NLB

Group has a liquidity risk management framework in

place that enables maintaining a low risk tolerance for

liquidity risk. NLB Group formulated a set of liquidity risk

metrics and limits to manage liquidity position within

the requirements set by the regulator. By maintaining a

smooth long-term maturity profile, limiting dependence

on wholesale funding, and holding a solid liquidity

reserve, the NLB Group maintains a sound and

robust liquidity position, even under severely adverse

conditions.

The Management Board approves the Liquidity Risk

Management Policy, which outlines the key principles

for the Bank’s liquidity management. ALCO receives

a regular report on the liquidity position and the

performance against approved limits and targets. ALCO

oversees the development of the Bank’s funding and

liquidity position and decides on liquidity risk-related

issues in NLB Group.

Risk tolerance for liquidity risk is low, therefore NLB

Group must be able to provide sufficient funds for

settling its liabilities at all times, even if a specific stress

scenario is realised. NLB Group measures and manages

its liquidity in two stages:

- Static view (current exposure),

- Forward-looking and stress-testing.

The objectives of monitoring and managing liquidity risk

in NLB Group are as follows:

-

ensuring a sufficient amount of liquidity for the

settlement of all NLB Group’s liabilities;

-

minimising the costs of maintaining liquidity;

-

determining an adequate amount of counterbalancing

capacity and optimal liquidity management;

-

ensuring adequate control environment;

-

ensuring an appropriate level of liquidity for different

situations and stress scenarios;

- anticipating emergencies or crisis conditions, and

implementing contingency plans in the event of

extraordinary circumstances;

-

ensuring regular projections of future cash flows and

stress-testing of liquidity risk;

-

preparing proposals for establishing additional

financial assets as collateral for sources of funding;

- to ensure that climate-related and environmental

risks which could have a material impact on net

cash outflows or liquidity reserves, are incorporate

into liquidity risk management and liquidity reserves

calibration.

Overall assessment of the liquidity position of NLB

Group is assessed in the Internal Liquidity Adequacy

Assessment Process (ILAAP) at least once per year for

NLB Group, and it includes a clear formal statement

on liquidity adequacy, supported by an analysis of

ILAAP outcomes. The ILAAP process is integral to risk

management frameworks and is aligned with the

NLB Group’s risk appetite which is consistent with the

business model and approved by the management

board. Based on the Risk Appetite, the NLB Group

prepares a business plan and financial forecasts which

are crucial for defining internal capital needs (the

ICAAP process) and an internal liquidity assessment

(ILAAP process). Both processes are conducted

from the normative and economic perspectives and

supplemented by the stress-testing programme.

NLB Group performs stress tests on a regular basis

for a variety of bank-specific and market-wide stress

scenarios (individually and in combination) to identify

sources of potential liquidity strain and to ensure

that current exposures remain in accordance with

the NLB Group’s established liquidity risk tolerance.

Stress test outcomes are used to adjust its liquidity risk

management strategies, policies, and positions, define

minimum amount of counterbalancing capacity, and to

develop effective contingency plans.

NLB Group has a formal liquidity contingency plan

(LCP) that clearly sets out the procedures for addressing

liquidity shortfalls in stressed situations. The plan

outlines procedures to manage a range of stress

environments, establish clear lines of responsibility,

include clear invocation and escalation procedures,

and is regularly tested and updated to ensure that it is

operationally robust.

NLB Group maintains a sufficient amount of liquidity

reserves in the form of high credit quality debt securities

that are eligible for refinancing via the ECB/central bank

or on the market. In the current situation, NLB Group

also strives to follow as closely as possible the long-term

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trend of diversification on both the liability and asset

sides of the balance sheet. NLB Group regularly performs

stress tests with the aim of testing the liquidity stability

and the availability of liquidity reserves in various stress

situations. In addition, special attention is given to the

fulfilment of the liquidity regulation (CRR/CRD), with

monitoring and reporting of the liquidity coverage ratio

(LCR) according to the Delegated Act and net stable

funding ratio (NSFR). This also includes monitoring and

reporting of Additional Liquidity Monitoring Metrics

(ALMM) on solo and consolidated levels. In accordance

with the Commission Implementing Regulation (EU), NLB

Group regularly monitors and issues quarterly reports on

asset encumbrance.

The Group manages its liquidity position (liquidity within

one day) daily, for a period of several days or weeks in

advance, based on the planning and monitoring of cash

flows. Each NLB Group member is responsible for its own

liquidity position and carries out the following activities:

- managing intraday liquidity;

- planning and monitoring cash flows;

- monitoring and complying with the liquidity regulations

of the central bank;

- adopting business decisions;

- forming and managing liquidity reserves; and

- performing a liquidity stress test to define the liquidity

reserves for smooth functioning of the payment system

in stressed circumstances.

NLB Group members actively manage liquidity over the

course of a day, taking into account the characteristics

of payment settlements to ensure the timely settlement

of liabilities in normal and stressed circumstances.

Liquidity risk management in NLB Group is under strict

monitoring by NLB as a parent bank. Reporting to NLB

by all Group members is performed daily. Global Risk

gives guidelines and defines minimal standards for

Group members regarding liquidity risk management

in NLB Group Risk Management Standards. Each

Group member is responsible for ensuring adequate

liquidity via the necessary sources of funding and

their appropriate diversification and maturity, and

by managing liquidity reserves and fulfilling the

requirements of regulations governing liquidity. The

exposure of an individual NLB Group member towards

liquidity risk is regularly monitored and reported to

ALCO, and to local Assets and Liabilities Committees.

a) Managing NLB Group’s liquidity reserves

NLB Group has liquidity reserves available to cover

liabilities that fall or may become due. Liquidity reserves

must become available on short notice. Liquidity

reserves are comprised of cash, the settlement account

at the central bank above reserve requirement, debt

securities valued at market value, and loans eligible

as collateral for the Eurosystem’s liquidity providing

operations on the basis of which the Bank may generate

the requisite liquidity at any time. The available liquidity

reserves are liquidity reserves decreased by the required

balances for the continuous performance of payment

transactions, encumbered securities, and/or credit

claims for different purposes (secured funding).

The structure of liquidity reserves is shown in the

following table.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Liquidity reserves |  |  |  |  |
| Cash, cash balances at central banks\* | 4,958,969 | 4,020,397 | 4,142,013 | 3,180,523 |
| Trading book securities\*\* | - | 203 | - | 203 |
| Banking book securities\*\* | 4,569,721 | 4,542,597 | 2,810,064 | 2,679,404 |
| ECB eligible loans | 678,445 | 624,278 | 678,445 | 624,278 |
| Total available liquidity reserves | 10,207,135 | 9,187,475 | 7,630,522 | 6,484,408 |
| Encumbered liquidity reserves | 41,502 | 122,963 | 41,502 | 5,451 |

\*above reserve requirement

As at 31 December 2023, 79.5% (31 December 2022:

81.0%) of debt securities in the banking book of

NLB Group were government securities (including

government guaranteed bonds – GGB), and 11.9% (31

December 2022: 9.1%) were senior unsecured bonds.

The purpose of banking book securities is to provide

liquidity, along with stabilisation of the interest margin

and the interest rate risk management, simultaneously.

When managing the portfolio, NLB Group uses

conservative principles, particularly with respect to the

portfolio’s structure in terms of issuers’ ratings and asset

class. The general rules and principles for managing the

banking book securities are laid in the Framework for

managing debt securities in the banking book.

The ECB-eligible credit claims comprise loans which

fulfil the high eligibility criteria set by the ECB itself and

for domestic loans are specified in the general terms

about execution of monetary policy framework (Part

4) adopted by the Bank of Slovenia. NLB is the only

member of NLB Group that classifies as an eligible

counterparty to the Eurosystem. As such, these ECB

credit claims are included among liquidity reserves.

Members of NLB Group manage their liquid assets

on a decentralised basis in compliance with the local

liquidity regulation and valid policies and standards of

NLB Group.

\*\*market value

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b) Encumbered/unencumbered assets

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
| 31 Dec 2023 | Carrying amount  of encumbered  assets | Fair value of  encumbered  securities | Carrying amount  of unencumbered  assets | Fair value of  unencumbered  securities | Carrying amount  of encumbered  assets | Fair value of  encumbered  securities | Carrying amount  of unencumbered  assets | Fair value of  unencumbered  securities |
|  |
|  |
| Loans on demand | 1,241,906 | - | 4,390,753 | - | 118,356 | - | 4,017,941 | - |
| Equity instruments | 1,002 | 1,002 | 95,048 | 95,048 | - | - | 69,786 | 69,786 |
| Debt securities | 42,739 | 41,502 | 4,649,171 | 4,568,776 | 42,739 | 41,502 | 2,885,514 | 2,810,064 |
| Loans and advances other  than loans on demand | 15,171 | - | 14,433,032 | - | 8,067 | - | 7,398,608 | - |
| Other assets | - | - | 1,073,163 | - | - | - | 1,473,765 | - |
| Total | 1,300,818 |  | 24,641,167 |  | 169,162 |  | 15,845,614 |  |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | Carrying amount  of encumbered  assets | Fair value of  encumbered  securities | Carrying amount  of unencumbered  assets | Fair value of  unencumbered  securities | Carrying amount  of encumbered  assets | Fair value of  encumbered  securities | Carrying amount  of unencumbered  assets | Fair value of  unencumbered  securities |
| 31 Dec 2022 |
|  |
| Loans on demand | 1,109,016 | - | 3,673,152 | - | 112,804 | - | 3,045,737 | - |
| Equity instruments | 742 | 742 | 95,580 | 95,580 | - | - | 50,303 | 50,303 |
| Debt securities | 77,522 | 74,992 | 4,682,208 | 4,516,292 | 57,041 | 54,510 | 2,831,887 | 2,679,423 |
| Loans and advances other  than loans on demand | 27,000 | - | 13,446,808 | - | 11,413 | - | 6,515,916 | - |
|  |
|  |
| Other assets | - | - | 1,048,212 | - | - | - | 1,314,232 | - |
| Total | 1,214,280 |  | 22,945,960 |  | 181,258 |  | 13,758,075 |  |

c) Collateral received – unencumbered

The table below shows the nominal value of collateral

received and own debt securities issued not available

for encumbrance.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | NLB Group |  | NLB |  |
|  | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Equity instruments | 293,343 | 262,947 | 265,757 | 239,405 |
| Loans and advances other  than loans on demand | 175,307 | 167,431 | 51,190 | 16,867 |
| Other assets | 13,599,848 | 12,876,402 | 6,408,890 | 4,721,729 |
| Total | 14,068,498 | 13,306,780 | 6,725,837 | 4,978,001 |

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d) Sources of encumbrance

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 31 Dec 2023 | | 31 Dec 2022 | | 31 Dec 2023 | | 31 Dec 2022 | |
|  | Collateralised    liability | Assets given as  collateral | Collateralised  liability | Assets given as  collateral | Collateralised  liability | Assets given as  collateral | Collateralised  liability | Assets given as  collateral |
|  |
|  |
| Derivatives | 2,486 | 9,638 | 3,238 | 13,753 | 2,486 | 9,638 | 9,607 | 20,051 |
| Deposits | - | - | 62,755 | 65,048 | - | - | 13,001 | 12,971 |
| Other sources of encumbrance | 2,861 | 1,291,180 | 2,901 | 1,135,479 | - | 159,524 | - | 148,235 |
| Total | 5,347 | 1,300,818 | 68,894 | 1,214,280 | 2,486 | 169,162 | 22,608 | 181,257 |

As at 31 December 2023, NLB Group and NLB had a

large share of unencumbered assets. Other sources of

encumbrance mostly relate to the obligatory reserve.

On the NLB Group level, the amount of encumbered

assets equalled EUR 1,301 million (31 December 2022:

EUR 1,214 million).

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e) Non-derivative cash flows

The tables below illustrate the cash flows from non-

derivative financial instruments by residual maturities

at the end of the year. The amounts disclosed in the

table are the undiscounted contractual cash flows

determined on the basis of spot rates at the end of the

reporting period.

|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | Carrying amount | Total | Up to 1 Month | to 3 Months  1 Month | 3 Months  to 1 Year | to 5 Years  1 Year | Over 5 Years |
| Cash, cash balances at central banks, and  other demand deposits at banks | 6,103,561 | 6,103,561 | 6,103,561 | - | - | - | - |
| Non-trading financial assets mandatorily  at fair value through profit or loss | 14,175 | 14,175 | 1,009 | 707 | 11,586 | 873 | - |
| Financial assets measured at fair value  through other comprehensive income | 2,251,556 | 2,408,707 | 283,269 | 222,258 | 434,430 | 1,212,748 | 256,002 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |
| - debt securities | 2,522,229 | 2,825,397 | 64,238 | 115,969 | 273,677 | 1,310,387 | 1,061,126 |
| - loans and advances to banks | 547,640 | 547,646 | 500,739 | 43,829 | 1,572 | 1,502 | 4 |
| - loans and advances to customers | 13,734,601 | 16,818,381 | 691,501 | 622,566 | 3,068,830 | 7,109,179 | 5,326,305 |
| - other financial assets | 165,962 | 165,962 | 132,368 | 1,150 | 1,732 | 6,705 | 24,007 |
| Total financial assets | 25,339,724 | 28,883,829 | 7,776,685 | 1,006,479 | 3,791,827 | 9,641,394 | 6,667,444 |
| Financial liabilities measured at fair  value through profit or loss | 4,482 | 4,482 | - | - | - | 4,144 | 338 |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |  |
| - deposits from banks and central banks | 95,283 | 95,726 | 75,818 | - | 15,330 | 4,332 | 246 |
| - borrowings from banks and central banks | 140,419 | 147,519 | 1,198 | 1,417 | 11,311 | 16,181 | 117,412 |
| - due to customers | 20,732,722 | 20,857,070 | 17,921,304 | 258,812 | 1,661,298 | 928,654 | 87,002 |
| - borrowings from other customers | 99,718 | 114,387 | 1,101 | 1,835 | 8,261 | 9,021 | 94,169 |
| - debt securities issued | 1,338,235 | 1,852,163 | - | 4,079 | 84,166 | 871,459 | 892,459 |
| - other financial liabilities | 357,116 | 357,116 | 274,348 | 6,915 | 9,111 | 26,557 | 40,185 |
| Credit risk related commitments | 3,196,771 | 3,196,771 | 3,196,771 | - | - | - | - |
| Non-financial guarantees | 963,321 | 963,321 | 76,594 | 97,262 | 338,287 | 380,994 | 70,184 |
| Total financial liabilities and credit-related commitments | 26,928,067 | 27,588,555 | 21,547,134 | 370,320 | 2,127,764 | 2,241,342 | 1,301,995 |

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|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | Carrying amount | Total | Up to 1 Month | to 3 Months  1 Month | 3 Months  to 1 Year | to 5 Years  1 Year | Over 5 Years |
| Cash, cash balances at central banks, and  other demand deposits at banks | 5,271,365 | 5,271,370 | 5,271,370 | - | - | - | - |
| Non-trading financial assets mandatorily  at fair value through profit or loss | 19,031 | 19,031 | 6,028 | - | - | - | 13,003 |
| Financial assets measured at fair value  through other comprehensive income | 2,919,203 | 3,155,399 | 622,857 | 210,878 | 413,150 | 1,600,987 | 307,527 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |
| - debt securities | 1,917,615 | 2,015,086 | 21,204 | 93,066 | 220,454 | 991,980 | 688,382 |
| - loans and advances to banks | 222,965 | 223,182 | 216,396 | 763 | 4,495 | 1,526 | 2 |
| - loans and advances to customers | 13,072,986 | 15,075,576 | 625,837 | 674,761 | 2,959,896 | 6,047,276 | 4,767,806 |
| - other financial assets | 177,823 | 177,822 | 145,170 | 5,804 | 3,100 | 23,699 | 49 |
| Total financial assets | 23,600,988 | 25,937,466 | 6,908,862 | 985,272 | 3,601,095 | 8,665,468 | 5,776,769 |
| Financial liabilities measured at fair  value through profit or loss | 1,796 | 1,796 | - | - | - | 1,796 | - |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |  |
| - deposits from banks and central banks | 106,414 | 106,787 | 85,924 | 101 | 164 | 20,598 | - |
| - borrowings from banks and central banks | 198,609 | 201,625 | 1,386 | 2,067 | 5,809 | 129,289 | 63,074 |
| - due to customers | 20,027,726 | 20,069,028 | 17,972,715 | 301,188 | 958,293 | 819,684 | 17,148 |
| - borrowings from other customers | 82,482 | 85,495 | 651 | 1,413 | 6,247 | 35,338 | 41,846 |
| - debt securities issued | 815,990 | 1,176,970 | - | 4,427 | 52,572 | 473,176 | 646,795 |
| - other financial liabilities | 294,463 | 294,463 | 200,302 | 8,979 | 22,610 | 61,190 | 1,382 |
| Credit risk related commitments | 3,090,681 | 3,090,681 | 3,090,286 | 70 | 75 | 250 | - |
| Non-financial guarantees | 862,779 | 862,779 | 238,213 | 65,243 | 155,752 | 323,300 | 80,271 |
| Total financial liabilities and credit-related commitments | 25,480,940 | 25,889,624 | 21,589,477 | 383,488 | 1,201,522 | 1,864,621 | 850,516 |

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|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands |
|  |  |  |  | NLB |  |  |  |
| 31 Dec 2023 | Carrying amount | Total | Up to 1 Month | to 3 Months  1 Month | 3 Months  to 1 Year | to 5 Years  1 Year | Over 5 Years |
| Cash, cash balances at central banks, and  other demand deposits at banks | 4,318,032 | 4,318,032 | 4,318,032 | - | - | - | - |
| Non-trading financial assets mandatorily  at fair value through profit or loss | 16,643 | 17,515 | 4 | 43 | 12,714 | 154 | 4,600 |
| Financial assets measured at fair value  through other comprehensive income | 1,023,012 | 1,063,468 | 11,640 | 38,854 | 241,365 | 632,002 | 139,607 |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |
| - debt securities | 1,966,169 | 2,202,821 | 6,764 | 30,167 | 154,110 | 1,057,182 | 954,598 |
| - loans and advances to banks | 149,011 | 201,826 | 5,933 | 6,719 | 15,928 | 42,789 | 130,457 |
| - loans and advances to customers | 7,148,283 | 8,487,918 | 405,580 | 212,509 | 1,284,363 | 3,621,788 | 2,963,678 |
| - other financial assets | 101,596 | 101,597 | 70,972 | 1,131 | 1,583 | 5,035 | 22,876 |
| Total financial assets | 14,722,746 | 16,393,177 | 4,818,925 | 289,423 | 1,710,063 | 5,358,950 | 4,215,816 |
| Financial liabilities measured at fair  value through profit or loss | 3,210 | 3,210 | 1,234 | - | - | 1,976 | - |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |  |
| - deposits from banks and central banks | 147,002 | 147,442 | 127,726 | - | 15,330 | 4,142 | 244 |
| - borrowings from banks and central banks | 82,797 | 83,851 | - | - | 1,654 | 1,967 | 80,230 |
| - due to customers | 11,881,563 | 11,919,187 | 10,985,068 | 97,176 | 540,607 | 278,051 | 18,285 |
| - debt securities issued | 1,338,235 | 1,852,163 | - | 4,079 | 84,166 | 871,459 | 892,459 |
| - other financial liabilities | 198,020 | 198,020 | 149,601 | 6,481 | 6,871 | 9,902 | 25,165 |
| Credit risk related commitments | 2,239,479 | 2,239,479 | 2,239,479 | - | - | - | - |
| Non-financial guarantees | 625,095 | 625,095 | 29,712 | 68,768 | 196,286 | 265,632 | 64,697 |
| Total financial liabilities and credit-related commitments | 16,515,401 | 17,068,447 | 13,532,820 | 176,504 | 844,914 | 1,433,129 | 1,081,080 |

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|  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |  |
|  |  |  |  | NLB |  |  |  |
| 31 Dec 2022 | Carrying amount | Total | Up to 1 Month | 1 Month  to 3 Months | 3 Months  to 1 Year | 1 Year  to 5 Years | Over 5 Years |
|  |
|  |
| Cash, cash balances at central banks, and  other demand deposits at banks | 3,339,024 | 3,339,024 | 3,339,024 | - | - | - | - |
|  |
|  |
| Non-trading financial assets mandatorily  at fair value through profit or loss | 15,411 | 16,201 | 553 | 102 | 330 | 7,378 | 7,838 |
|  |
|  |
| Financial assets measured at fair value  through other comprehensive income | 1,334,061 | 1,398,203 | 66,285 | 105,372 | 212,998 | 834,228 | 179,320 |
|  |
|  |
| Financial assets measured at amortised cost |  |  |  |  |  |  |  |
| - debt securities | 1,597,448 | 1,681,693 | 20,826 | 30,251 | 141,751 | 848,140 | 640,725 |
| - loans and advances to banks | 350,625 | 390,583 | 112,305 | 55,403 | 40,168 | 101,332 | 81,375 |
| - loans and advances to customers | 6,054,413 | 6,975,507 | 326,426 | 210,512 | 1,174,802 | 2,828,633 | 2,435,134 |
| - other financial assets | 114,399 | 114,399 | 90,598 | 375 | 89 | 23,320 | 17 |
| Total financial assets | 12,805,381 | 13,915,610 | 3,956,017 | 402,015 | 1,570,138 | 4,643,031 | 3,344,409 |
| Financial liabilities measured at fair  value through profit or loss | 2,514 | 2,514 | 1,786 | - | - | 728 | - |
|  |
|  |
| Financial liabilities measured at amortised cost |  |  |  |  |  |  |  |
| - deposits from banks and central banks | 212,656 | 212,967 | 193,526 | - | - | 19,441 | - |
| - borrowings from banks and central banks | 57,292 | 58,819 | 13,086 | 681 | - | 45,052 | - |
| - due to customers | 10,984,411 | 10,996,371 | 10,604,437 | 60,516 | 119,935 | 208,066 | 3,417 |
| - borrowings from other customers | 216 | 216 | 1 | - | - | 215 | - |
| - debt securities issued | 815,990 | 1,176,970 | - | 4,427 | 52,572 | 473,176 | 646,795 |
| - other financial liabilities | 164,567 | 164,567 | 122,875 | 4,891 | 6,494 | 29,915 | 392 |
| Credit risk related commitments | 1,985,199 | 1,985,199 | 1,985,199 | - | - | - | - |
| Non-financial guarantees | 462,805 | 462,805 | 23,682 | 52,473 | 106,608 | 243,618 | 36,424 |
| Total financial liabilities and credit-related commitments | 14,685,650 | 15,060,428 | 12,944,592 | 122,988 | 285,609 | 1,020,211 | 687,028 |

When determining the gap between the financial

liabilities and financial assets in the maturity bucket of

up to one month, it is necessary to be aware of the fact

that financial liabilities include total demand deposits,

and that NLB may apply a stability weight of 60% to

demand deposits when ensuring compliance with the

central bank’s regulations concerning calculation of

the liquidity position. To ensure NLB Group’s and NLB’s

liquidity, and based on its approach to risk, in previous

years, NLB Group compiled a substantial amount of

high-quality liquid investments, mostly government

securities and selected loans, which are accepted as

adequate financial assets by the ECB.

Liabilities and credit-related commitments are

included in maturity buckets based on their residual

contractual maturity.

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f) Derivative cash flows

The table below illustrates cash flows from derivatives,

broken down into the relevant maturity buckets based on

residual maturities. The amounts disclosed in the table

are the contractual undiscounted cash flows prepared on

the basis of spot rates on the reporting date.

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |  |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2023 | Up to 1 Month | 1 Month  to 3 Months | 3 Months  to 1 Year | 1 Year  to 5 Years | Over 5 Years | Total |
|  |
|  |
| Foreign exchange derivatives |  |  |  |  |  |  |
| - Forwards |  |  |  |  |  |  |
| - Outflow | (52,767) | (12,024) | (15,874) | (250) | - | (80,915) |
| - Inflow | 52,821 | 12,035 | 15,890 | 250 | - | 80,996 |
| - Swaps |  |  |  |  |  |  |
| - Outflow | (264,488) | (150,003) | (77,229) | - | - | (491,720) |
| - Inflow | 264,597 | 150,432 | 78,250 | - | - | 493,279 |
| Interest rate derivatives |  |  |  |  |  |  |
| - Interest rate swaps and cross-currency swaps |  |  |  |  |  |  |
| - Outflow | (1,000) | (5,613) | (27,240) | (51,905) | (22,798) | (108,556) |
| - Inflow | 3,250 | 4,043 | 34,172 | 79,633 | 37,296 | 158,394 |
| - Caps and floors |  |  |  |  |  |  |
| - Outflow | (211) | (51) | (768) | (586) | (6) | (1,622) |
| - Inflow | 179 | 37 | 629 | 416 | 3 | 1,264 |
| Total outflow | (318,466) | (167,691) | (121,111) | (52,741) | (22,804) | (682,813) |
| Total inflow | 320,847 | 166,547 | 128,941 | 80,299 | 37,299 | 733,933 |

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |  |
|  |  |  | NLB Group |  |  |  |
| 31 Dec 2022 | Up to 1 Month | 1 Month  to 3 Months | 3 Months  to 1 Year | 1 Year  to 5 Years | Over 5 Years | Total |
|  |
|  |
| Foreign exchange derivatives |  |  |  |  |  |  |
| - Forwards |  |  |  |  |  |  |
| - Outflow | (31,846) | (22,128) | (5,856) | (6,475) | - | (66,305) |
| - Inflow | 31,895 | 22,136 | 5,863 | 6,487 | - | 66,381 |
| - Swaps |  |  |  |  |  |  |
| - Outflow | (194,674) | (52,726) | (10,042) | - | - | (257,442) |
| - Inflow | 193,719 | 53,098 | 9,996 | - | - | 256,813 |
| Interest rate derivatives |  |  |  |  |  |  |
| - Interest rate swaps and cross-currency swaps |  |  |  |  |  |  |
| - Outflow | (819) | (2,100) | (10,699) | (105,839) | (24,177) | (143,634) |
| - Inflow | 816 | 2,560 | 19,982 | 76,356 | 44,616 | 144,330 |
| - Caps and floors |  |  |  |  |  |  |
| - Outflow | (14) | (36) | (667) | (16,104) | (8,632) | (25,453) |
| - Inflow | 45 | 30 | 850 | 1,468 | 15 | 2,408 |
| Total outflow | (227,353) | (76,990) | (27,264) | (128,418) | (32,809) | (492,834) |
| Total inflow | 226,475 | 77,824 | 36,691 | 84,311 | 44,631 | 469,932 |

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|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  |  |  | NLB |  |  |  |
| 31 Dec 2023 | Up to 1 Month | 1 Month to 3  Months | 3 Months  to 1 Year | to 5 Years  1 Year | Over 5 Years | Total |
| Foreign exchange derivatives |  |  |  |  |  |  |
| - Forwards |  |  |  |  |  |  |
| - Outflow | (50,861) | (11,715) | (15,874) | (250) | - | (78,700) |
| - Inflow | 50,894 | 11,726 | 15,890 | 250 | - | 78,760 |
| - Swaps |  |  |  |  |  |  |
| - Outflow | (310,781) | (279,104) | (131,949) | - | - | (721,834) |
| - Inflow | 310,647 | 278,819 | 132,095 | - | - | 721,561 |
| Interest rate derivatives |  |  |  |  |  |  |
| - Interest rate swaps and cross-currency swaps |  |  |  |  |  |  |
| - Outflow | (1,455) | (5,763) | (29,050) | (57,044) | (23,651) | (116,963) |
| - Inflow | 3,605 | 4,162 | 35,869 | 87,326 | 38,276 | 169,238 |
| - Caps and floors |  |  |  |  |  |  |
| - Outflow | (211) | (51) | (768) | (586) | (6) | (1,622) |
| - Inflow | 179 | 37 | 629 | 416 | 3 | 1,264 |
| Total outflow | (363,308) | (296,633) | (177,641) | (57,880) | (23,657) | (919,119) |
| Total inflow | 365,325 | 294,744 | 184,483 | 87,992 | 38,279 | 970,823 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  | in EUR thousands |  |
|  |  |  | NLB |  |  |  |
| 31 Dec 2022 | Up to 1 Month | 1 Month to 3  Months | 3 Months  to 1 Year | 1 Year  to 5 Years | Over 5 Years | Total |
|  |
|  |
| Foreign exchange derivatives |
| - Forwards |  |  |  |  |  |  |
| - Outflow | (31,557) | (22,128) | (5,856) | (6,475) | - | (66,016) |
| - Inflow | 31,618 | 22,136 | 5,863 | 6,487 | - | 66,104 |
| - Swaps |  |  |  |  |  |  |
| - Outflow | (249,950) | (110,588) | - | - | - | (360,538) |
| - Inflow | 248,993 | 110,595 | - | - | - | 359,588 |
| Interest rate derivatives |  |  |  |  |  |  |
| - Interest rate swaps and cross-currency swaps |  |  |  |  |  |  |
| - Outflow | (844) | (2,027) | (12,366) | (41,180) | (22,621) | (79,038) |
| - Inflow | 819 | 2,567 | 20,349 | 77,243 | 44,616 | 145,594 |
| - Caps and floors |  |  |  |  |  |  |
| - Outflow | (50) | (55) | (919) | (1,824) | (41) | (2,889) |
| - Inflow | 45 | 30 | 850 | 1,468 | 15 | 2,408 |
| Total outflow | (282,401) | (134,798) | (19,141) | (49,479) | (22,662) | (508,481) |
| Total inflow | 281,475 | 135,328 | 27,062 | 85,198 | 44,631 | 573,694 |

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MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

Contents6.4. Management ofnon-financial risks

a) Operational risk

When assuming operational risks, NLB Group follows

the guideline that such risks may not materially impact

its operations and, therefore, the risk appetite for

operational risks is low to moderate. The risk is also

gradually decreasing due to the reduced complexity of

operations in NLB Group, with the disinvestment process

of non-core activities and optimisation of internal

processes. NLB Group has set up a system of collecting

loss events, identification, assessment, and management

of operational risks, all with the aim of ensuring quality

management of operational risks. This is particularly

valid in strategic banking members.

All NLB Group banking members monitor risk appetite

limits for operational risk. The upper tolerance limit is

defined as the limit amount of net loss that an individual

member still allows in its operations. If the sum of net

loss exceeds the tolerance limit, a special treatment of

major loss events is required and, if necessary, takes

additional measures for the prevention or mitigation of

the same or similar loss events are taken. The warning

and critical limit of loss events are also defined, which

in case of exceeding require escalation procedures an

acceptance of possible additional risk management

measures. In addition, the Bank does not allow

certain risks in its business – for them a so-called ‘zero

tolerance’ was defined. For monitoring some specific

more important key risk indicators that could show

a possible increase of an operational risk, the Bank

developed a specific methodology as an early warning

system. Such risks are periodically monitored in different

business areas, and the results are discussed at the

Operational Risk Committee. The latter was named as

the highest decision-making authority in the area of

operational risk management. Relevant operational risk

committees were also appointed at other NLB Group

banks. The Management Board serves in this role at

other subsidiaries. The main task of the aforementioned

bodies is to discuss the most significant operational

risks and loss events, and to monitor and support the

effective management of operational risks including

their mitigation within an individual entity. All NLB

Group entities, which are included in the consolidation,

have adopted relevant documents that are in line

with NLB Group standards. In banking members,

these documents are in line with the development of

operational risk management and regularly updated.

The whole NLB Group uses uniform software support,

which is also regularly upgraded.

In NLB Group, the reported incurred net loss arising

from loss events in 2023 was higher than in the previous

year but remaining within the set tolerance limits for

operational risk.

In general, considerable attention is paid to reporting

loss events, their mitigation measures, and defining

operational risks in all segments. To treat major loss

events appropriately and as soon as possible, the Bank

introduced an escalation scale for reporting bigger or

more important loss events to the top levels of decision-

making at NLB and the Supervisory Board of NLB.

Additional attention is paid to the reporting of potential

loss events in order to improve the internal controls, and

thus minimise those and similar events. Furthermore, the

methodology to monitor, analyse, and report key risk

indicators is established, servicing as an early warning

system. The aim is to improve business and supporting

processes, as well enabling prompt response.

Through comprehensive identification of operational

risks, possible future losses are identified, estimated,

and appropriately managed. Each year, special

emphasis is placed on current risks as a result of the

risk identification process, including ESG risks. For the

later key risk indicators (KRIs) have been also addressed

for ESG risks, servicing as an early warning system.

The major operational risks are actively managed with

the measures taken to reduce them. An operational

risk profile is prepared once a year based on the

operational risk identification. Special emphasis is put

on the most topical risks, among which in particular

are those with a low probability of occurrence and very

high potential financial influence. For this purpose, the

Bank has developed the methodology of stress-testing

for operational risk. The methodology is a combination

of modelling loss event data and scenario analysis for

exceptional, but plausible events. Scenario analyses are

made based on experience and knowledge of experts

from various critical areas.

The capital requirement for operational risk is calculated

using the basic indicator approach at the NLB Group

level and using the standardised approach at the NLB

level.

b) Business Continuity Management (BCM)

In NLB Group, business continuity management is

carried out to protect lives, goods, and reputation.

Business continuity plans are prepared to be used in

the event of natural disasters, IT disasters, epidemic/

pandemic, and the undesired effects of the environment

to mitigate their consequences.

The concept of the action plan that is prepared each year

is such that the activities contribute to the upgrading or

improvement of the Business Continuity Management

System. In 2023, Business Continuity Management was

upgraded and optimised – rationalisation of Business

Impact Analysis (hereinafter BIA).

The basis for modernising the business continuity plans

is the regular annual Business Impact Analysis (BIA). On

its basis, the adequacy of the plans for Organisational

Unit Plans (merged office buildings and HR plans) and IT

plans are checked. The best indicator of the adequacy

of the business continuity plans is testing. In 2023, NLB

tested Manual Procedures, backup locations, and

the IT Disaster Recovery Plan and external. No major

deviations were identified.

In NLB Group, know-how and methodologies are

transferred to its members. The members have adopted

appropriate documents which are in line with the

standards of NLB and revised in accordance with the

development of business continuity management. The

activity of the members is monitored throughout the

year, and expert assistance is provided if necessary.

For more efficient functioning of the business continuity

management system in NLB Group, training courses and

visits to individual banking members are also provided.

All preventive and response measures with regard to

business continuity are regularly sent to the members

with the purpose to help and act in the uniform

way. Besides, workshops are performed to present

development of Business Continuity Management

System to all the NLB Group members to be more

resilient in all relevant circumstances.

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#### Overview

MB Statement

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Key Highlights

#### BusinessReport

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Outlook

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Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

With regards to natural disasters (floods) and IT failures,

the Bank successfully used the business continuity plans

and instructions for manual procedures, and thus also

ensured business operations in emergency situations.

c) Management of other types of non-financial risks –

strategic risks, reputation risk, and profitability risk

Risks not included in the regulatory capital

requirements (standardised approach) but have or

might have an important influence on the risk profile

of NLB Group, are regularly assessed, monitored,

and managed. In addition, they are integrated into

internal capital adequacy assessment process (ICAAP).

NLB Group established internal methodologies for

identifying and assessing specific types of risk, referring

to the Group’s business model or arising from other

external circumstances. If a certain risk is assessed

as a materially important risk, relevant disposable

preventive and mitigation measures are applied,

including regular monitoring of their effectiveness.

On this basis, internal capital is considered, and its

consumption regularly monitored.

6.5. Fair value hierarchy of financial

#### and non-financial assets andliabilities

Fair value is the price that would be received when

selling an asset or paid to transfer a liability in an

orderly transaction between market participants

at the measurement date. NLB Group uses various

valuation techniques to determine fair value. IFRS

13 specifies a fair value hierarchy with respect to the

inputs and assumptions used to measure financial

and non-financial assets and liabilities at fair value.

Observable inputs reflect market data obtained from

independent sources, while unobservable inputs reflect

the assumptions of NLB Group. This hierarchy gives

the highest priority to observable market data when

available, and the lowest priority to unobservable

market data. NLB Group considers relevant and

observable market prices in its valuations, where

possible. The fair value hierarchy comprises the

following levels:

- Level 1 – Quoted prices (unadjusted) on active markets.

This level includes listed equities, debt instruments,

gold, derivatives, units of investment funds, and other

unadjusted market prices of assets and liabilities.

When an asset or liability may be exchanged in

multiple active markets, the principal market for the

asset or liability must be determined. In the absence of

a principal market, the most advantageous market for

the asset or liability must be determined.

-

Level 2 – A valuation technique where inputs are

observable, either directly (i.e., prices) or indirectly (i.e.,

derived from prices). Level 2 includes prices quoted for

similar assets or liabilities in active markets and prices

quoted for identical or similar assets, and liabilities

in markets that are not active. The sources of input

parameters for financial instruments, such as yield

curves, credit spreads, foreign exchange rates, and the

volatility of interest rates and foreign exchange rates,

is Bloomberg.

-

Level 3 – A valuation technique where inputs are not

based on observable market data. Unobservable

inputs are used to the extent that relevant observable

inputs are not available. Unobservable inputs must

reflect the assumptions that market participants

would use when pricing an asset or liability. This

level includes non-tradable shares and bonds, and

derivatives associated with these investments and

other assets and liabilities for which fair value cannot

be determined with observable market inputs.

Wherever possible, fair value is determined as an

observable market price in an active market for an

identical asset or liability. An active market is a market

in which transactions for an asset or liability are

executed with sufficient frequency and volume to provide

pricing information on an ongoing basis. Assets and

liabilities measured at fair value in active markets are

determined as the market price of a unit (e.g., share)

at the measurement date, multiplied by the quantity

of units owned by NLB Group. The fair value of assets

and liabilities whose market is not active is determined

using valuation techniques. These techniques bear a

different intensity level of estimates and assumptions,

depending on the availability of observable market

inputs associated with the asset or liability that is the

subject of the valuation. Unobservable inputs shall

reflect the estimates and assumptions that other market

participants would use when pricing the asset or liability.

For non-financial assets measured at fair value and

not classified at Level 1, fair value is determined based

on valuation reports provided by certified valuators.

Valuations are prepared in accordance with the

International Valuation Standards (IVS).

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| a) Financial and non-financial assets and liabilities measured at fair value in the financial statements |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | in EUR thousands |  |
| 31 Dec 2023 |  | NLB Group |  |  |  | NLB |  |  |
|  | Level 1 | Level 2 | Level 3 | Total  fair value | Level 1 | Level 2 | Level 3 | Total  fair value |
|  |
|  |
| Financial assets |  |  |  |  |  |  |  |  |
| Financial instruments held for trading | - | 15,698 | 20 | 15,718 | - | 17,937 | 20 | 17,957 |
| Derivatives | - | 15,698 | 20 | 15,718 | - | 17,937 | 20 | 17,957 |
| Derivatives - hedge accounting | - | 47,614 | - | 47,614 | - | 47,614 | - | 47,614 |
| Financial assets measured at fair value  through other comprehensive income | 1,456,684 | 793,516 | 1,356 | 2,251,556 | 955,638 | 67,071 | 303 | 1,023,012 |
|  |
|  |
| Debt instruments | 1,451,824 | 712,570 | 70 | 2,164,464 | 955,638 | 6,446 | - | 962,084 |
| Equity instruments | 4,860 | 80,946 | 1,286 | 87,092 | - | 60,625 | 303 | 60,928 |
| Non-trading financial assets mandatorily at  fair value through profit and loss | 5,317 | - | 8,858 | 14,175 | - | - | 16,643 | 16,643 |
|  |
|  |
| Debt instruments | 5,217 | - | - | 5,217 | - | - | - | - |
| Equity instruments | 100 | - | 8,858 | 8,958 | - | - | 8,858 | 8,858 |
| Loans | - | - | - | - | - | - | 7,785 | 7,785 |
| Financial liabilities |  |  |  |  |  |  |  |  |
| Financial instruments held for trading | - | 13,217 | - | 13,217 | - | 17,510 | - | 17,510 |
| Derivatives | - | 13,217 | - | 13,217 | - | 17,510 | - | 17,510 |
| Derivatives - hedge accounting | - | 3,540 | - | 3,540 | - | 1,420 | - | 1,420 |
| Financial liabilities measured at fair value through profit or loss | - | 4,482 | - | 4,482 | - | 3,210 | - | 3,210 |
| Non-financial assets |  |  |  |  |  |  |  |  |
| Investment properties | - | 10,927 | 20,189 | 31,116 | - | 7,640 | - | 7,640 |
| Non-current assets held for sale | - | 4,048 | 801 | 4,849 | - | 4,048 | - | 4,048 |
| Non-financial assets impaired during the year |  |  |  |  |  |  |  |  |
| Recoverable amount of property and equipment | - | - | 89 | 89 | - | - | - | - |
| Recoverable amount of investments in  subsidiaries, associates and joint ventures | - | - | - | - | - | - | 1,646 | 1,646 |
|  |
|  |

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  | NLB Group |  |  |  | NLB |  |  |
|  | Level 1 | Level 2 | Level 3 | Total  fair value | Level 1 | Level 2 | Level 3 | Total  fair value |
| Financial assets |  |  |  |  |  |  |  |  |
| Financial instruments held for trading | 203 | 21,368 | 17 | 21,588 | 203 | 21,472 | 17 | 21,692 |
| Debt instruments | 203 | - | - | 203 | 203 | - | - | 203 |
| Derivatives | - | 21,368 | 17 | 21,385 | - | 21,472 | 17 | 21,489 |
| Derivatives - hedge accounting | - | 59,362 | - | 59,362 | - | 59,362 | - | 59,362 |
| Financial assets measured at fair value  through other comprehensive income | 1,746,405 | 1,169,306 | 3,492 | 2,919,203 | 1,282,584 | 49,182 | 2,295 | 1,334,061 |
| Debt instruments | 1,745,896 | 1,090,664 | 2,236 | 2,838,796 | 1,282,584 | 6,667 | 2,026 | 1,291,277 |
| Equity instruments | 509 | 78,642 | 1,256 | 80,407 | - | 42,515 | 269 | 42,784 |
| Non-trading financial assets mandatorily at  fair value through profit and loss | 11,512 | - | 7,519 | 19,031 | - | - | 15,411 | 15,411 |
| Debt instruments | 3,116 | - | - | 3,116 | - | - | - | - |
| Equity instruments | 8,396 | - | 7,519 | 15,915 | - | - | 7,519 | 7,519 |
| Loans | - | - | - | - | - | - | 7,892 | 7,892 |
| Financial liabilities |  |  |  |  |  |  |  |  |
| Financial instruments held for trading | - | 21,589 | - | 21,589 | - | 22,150 | - | 22,150 |
| Derivatives | - | 21,589 | - | 21,589 | - | 22,150 | - | 22,150 |
| Derivatives - hedge accounting | - | 2,124 | - | 2,124 | - | 2,124 | - | 2,124 |
| Financial liabilities measured at fair value through profit or loss | - | 1,796 | - | 1,796 | - | 2,514 | - | 2,514 |
| Non-financial assets |  |  |  |  |  |  |  |  |
| Investment properties | - | 12,192 | 23,447 | 35,639 | - | 6,753 | - | 6,753 |
| Non-current assets held for sale | - | 4,235 | 11,201 | 15,436 | - | 4,235 | - | 4,235 |
| Non-financial assets impaired during the year |  |  |  |  |  |  |  |  |
| Recoverable amount of property and equipment | - | - | 30,636 | 30,636 | - | - | - | - |
| Recoverable amount of investments in  subsidiaries, associates and joint ventures | - | - | - | - | - | - | 3,301 | 3,301 |

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b) Significant transfers of financial instruments

between levels of valuation

NLB Group’s policy of transfers of financial instruments

between levels of valuation is illustrated in the table

below.

|  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair value  hierarchy | Equities | Equity stake | Gold | Funds | Debt securities | Loans | Derivatives | | |
| Equities | Currency | Interest |
| 1 | market value from  exchange market |  | market value from  spot market | official price by  fund management  company | market value from  exchange market |  |  |  |  |
| 2 |  |  |  |  | valuation model |  | valuation model  (underlying  in level 1) | valuation model | valuation model |
| 3 | valuation model | valuation model |  | valuation model | valuation model | valuation model | valuation model  (underlying  instrument  in level 3) |  |  |
| Transfers |  |  |  |  |  |  |  |  |  |
|  | from level 1 to 3  equity excluded  from exchange  market |  |  | from level 1 to 3  fund management  company stops  publishing regular  valuation | from level 1 to 2  debt securities  excluded from  exchange market |  | from level 2 to 3  underlying  instrument  excluded from  exchange market |  |  |
|  | from level 1 to 3  companies  in insolvency  proceedings |  |  | from level 3 to 1  fund management  company starts  publishing regular  valuation | from level 1 to 2  debt securities not  liquid (not trading  for 6 months) |  | from level 3 to 2  underlying  instrument  included in  exchange market |  |  |
|  | from level 1 to 3  equity not liquid  (not trading for  2 months) |  |  |  | from level 1 to 3  and from 2 to 3  companies  in insolvency  proceedings |  |  |  |  |
|  | from level 3 to 1  equity included in  exchange market |  |  |  | from level 2 to 1  and from 3 to 1  start trading with  debt securities on  exchange market |  |  |  |  |
|  |  |  |  |  | from level 3 to 2  until valuation  parameters are  confirmed on    ALCO (at least on  quarterly basis) |  |  |  |  |

For 2023, neither NLB Group nor NLB had any

significant transfers between levels of valuation of

financial instruments measured at fair value in financial

statements.

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c) Financial and non-financial assets and liabilities at

Level 2 regarding the fair value hierarchy

Financial instruments on Level 2 of the fair value

hierarchy at NLB Group and NLB include:

- debt securities: mostly bonds not quoted on active

markets and valuated by a valuation model;

-

derivatives: derivatives except forward derivatives and

options on equity instruments that are not quoted on

active markets; and

-

the National Resolution Fund.

Non-financial assets on Level 2 of the fair value

hierarchy at NLB Group and NLB include investment

properties and non-current assets held for sale.

When valuing bonds classified on Level 2, NLB Group

primarily uses the income approach based on an

estimation of future cash flows discounted to the present

value.

The input parameters used in the income approach are

the risk-free yield curve and the spread over the yield

curve (credit, liquidity, country).

Fair values for derivatives are determined using a

discounted cash flow model based on the risk-free

yield curve. Fair values for options are determined

using valuation models for options (the Garman and

Kohlhagen model, the binomial model, and the Black-

Scholes model).

At least one of the three valuation methods are used

for the valuation of investment property. The majority

of investment property is valued using the income

approach where the present value of future expected

returns is assessed.

When valuing an investment property, average rents

at similar locations and capitalisation ratios such as:

the risk-free yield, risk premium, and the risk premium

to account for capital preservation are used. Rents at

similar locations are generated from various sources,

like data from lessors and lessees, web databases, and

own databases. NLB Group has observable data for all

investment property at its disposal. If observable data

for similar locations are not available, NLB Group uses

data from wider locations and adjusts it appropriately.

d) Financial and non-financial assets and liabilities at

Level 3 of the fair value hierarchy

Financial instruments on Level 3 of the fair value

hierarchy in NLB Group and NLB include:

-

equities: mainly financial equities that are not quoted

on active markets;

-

debt instruments: bonds not quoted on active markets

and valuated by valuation model with inputs which are

not based on observable market data;

-

derivative financial instruments: forward derivatives

and options on equity instruments that are not quoted

on an active organised market. Fair values for forward

derivatives are determined using the discounted

cash flow model. Fair values for equity options are

determined using valuation models for options (the

Garman and Kohlhagen model, the binomial model,

and Black-Scholes model). Unobservable inputs

include the fair values of underlying instruments

determined using valuation models. The source of

observable market inputs is the Bloomberg information

system;

-

loans measured at fair value, which according to IFRS 9

do not pass the SPPI test. Fair value is calculated on the

basis of the discounted expected future cash flows with

the required rate of return. In defining the expected

cash flows for loans, the value of collateral and other

pay off estimates can be used.

Non-financial assets on Level 3 of the fair value

hierarchy at NLB Group include investment properties

and non-current assets held for sale.

NLB Group uses three valuation methods for the

valuation of equity financial assets mentioned in first

bullet: income, market, and cost approaches.

NLB Group selects valuation model and values of

unobservable input data within a reasonable possible

range, but uses model and input data that other market

participants would use.

At least one of the three valuation methods are used

for the valuation of investment property. The majority

of investment property is valued using the income

approach where the present value of future expected

returns is assessed.

When valuing an investment property, average rents

at similar locations and capitalisation ratios such as:

the risk-free yield, risk premium, and the risk premium

to account for capital preservation are used. Rents at

similar locations are generated from various sources,

like data from lessors and lessees, web databases, and

own databases. NLB Group has observable data for all

investment property at its disposal. If observable data

for similar locations are not available, NLB Group uses

data from wider locations and adjusts it appropriately.

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#### FinancialReport

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#### Contents

Movements of financial assets and liabilities at Level 3

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |
|  | Financial instruments    held for trading | Financial assets measured  at fair value through OCI | | Non-trading financial  assets mandatorily  at fair value through  profit or loss | Total financial assets |
|  |
|  |
|  |
|  |
| NLB Group | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Balance as at 1 January 2022 | 1 | 351 | 1,136 | 4,472 | 5,960 |
| Effects of translation of foreign operations to presentation currency | - | - | (2) | - | (2) |
| Acquisition of subsidiaries | - | - | 12 | - | 12 |
| Valuation: |  |  |  |  |  |
| - through profit or loss | 16 | - | - | 477 | 493 |
| - recognised in other comprehensive income | - | 239 | 110 | - | 349 |
| Foreign exchange differences | - | (25) | - | 262 | 237 |
| Increases | - | - | - | 2,873 | 2,873 |
| Decreases | - | (141) | - | (565) | (706) |
| Transfers to Level 3 | - | 1,812 | - | - | 1,812 |
| Balance as at 31 December 2022 | 17 | 2,236 | 1,256 | 7,519 | 11,028 |
| Valuation: |  |  |  |  |  |
| - through profit or loss | 3 | - | - | 1,362 | 1,365 |
| - recognised in other comprehensive income | - | 5,768 | 49 | - | 5,817 |
| Foreign exchange differences | - | 21 | - | (173) | (152) |
| Increases | - | - | - | 150 | 150 |
| Decreases | - | (6,418) | (19) | - | (6,437) |
| Write-offs | - | (1,537) | - | - | (1,537) |
| Balance as at 31 December 2023 | 20 | 70 | 1,286 | 8,858 | 10,234 |

|  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands |
|  | Financial instruments    held for trading | Financial assets measured  at fair value through OCI | | Non-trading financial  assets mandatorily  at fair value through  profit or loss | Total financial assets |
|  |
|  |
|  |
|  |
| NLB | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Balance as at 1 January 2022 | 1 | - | 219 | 4,472 | 4,692 |
| Valuation: |  |  |  |  |  |
| - through profit or loss | 16 | - | - | 477 | 493 |
| - recognised in other comprehensive income | - | 239 | 50 | - | 289 |
| Foreign exchange differences | - | (25) | - | 262 | 237 |
| Increases | - | - | - | 2,873 | 2,873 |
| Decreases | - | - | - | (565) | (565) |
| Transfers to Level 3 | - | 1,812 | - | - | 1,812 |
| Balance as at 31 December 2022 | 17 | 2,026 | 269 | 7,519 | 9,831 |
| Valuation: |  |  |  |  |  |
| - through profit or loss | 3 | - | - | 1,362 | 1,365 |
| - recognised in other comprehensive income | - | 5,768 | 19 | - | 5,787 |
| Foreign exchange differences | - | 21 | - | (173) | (152) |
| Increases | - | - | - | 150 | 150 |
| Decreases | - | (6,278) | - | - | (6,278) |
| Write-offs | - | (1,537) | - | - | (1,537) |
| Merger of subsidiary | - | - | 15 | - | 15 |
| Balance as at 31 December 2023 | 20 | - | 303 | 8,858 | 9,181 |

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NLB Group and NLB recognise the effects from valuation

of trading instruments in income statement line item

‘Gains less losses from financial assets and liabilities held

for trading,’ the effects from valuation of non-trading

equity instruments and loans mandatorily measured at

fair value through profit or loss in the income statement

line item ‘Gains less losses from non-trading financial

assets mandatorily at fair value through profit or

loss,’ and the effects from valuation of financial assets

measured at fair value through other comprehensive

income in the accumulated other comprehensive income

line item ‘Financial assets measured at fair value through

other comprehensive income.’

In 2023 and in 2022, NLB Group and NLB recognised

the following unrealised gains or losses for financial

instruments that were at Level 3 as at 31 December:

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB Group | Financial assets  held for trading | Financial assets measured at fair value  through OCI | | Non-trading financial  assets mandatorily at  fair value through  profit or loss |
|  |
|  |
|  |
|  |
| 2023 | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Items of Income statement |  |  |  |  |
| Gains less losses from financial assets and liabilities held for trading | 3 | - | - | - |
| Gains less losses from non-trading assets mandatorily at fair value through profit or loss | - | - | - | 1,362 |
| Foreign exchange translation gains less losses | - | - | - | (173) |
| Item of Other comprehensive income |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income | - | - | 49 | - |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB Group | Financial assets  held for trading | Financial assets measured at fair value  through OCI | | Non-trading financial  assets mandatorily at  fair value through  profit or loss |
|  |
|  |
| 2022 | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Items of Income statement |  |  |  |  |
| Gains less losses from financial assets and liabilities held for trading | 16 |  | - | - |
| Gains less losses from non-trading assets mandatorily at fair value through profit or loss | - | - | - | 477 |
| Foreign exchange translation gains less losses | - | ( 25 ) | - | 262 |
| Item of Other comprehensive income |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income | - | 239 | 110 | - |

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|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB | Financial assets  held for trading | Financial assets measured at fair value  through OCI | | Non-trading financial  assets mandatorily at  fair value through  profit or loss |
|  |
|  |
| 2023 | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Items of Income statement |  |  |  |  |
| Gains less losses from financial assets and liabilities held for trading | 3 | - | - | - |
| Gains less losses from non-trading assets mandatorily at fair value through profit or loss | - | - | - | 1,362 |
| Foreign exchange translation gains less losses | - | - | - | (173) |
| Item of Other comprehensive income |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income | - | - | 19 | - |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
|  | Financial assets  held for trading | Financial assets measured at fair value  through OCI | | Non-trading financia l  assets mandatorily at  fair value through  profit or loss |
| NLB |
|  |
| 2022 | Derivatives | Debt instruments | Equity instruments | Equity instruments |
| Items of Income statement |  |  |  |  |
| Gains less losses from financial assets and liabilities held for trading | 16 | - | - | - |
| Gains less losses from non-trading assets mandatorily at fair value through profit or loss | - | - | - | 477 |
| Foreign exchange translation gains less losses | - | (25) | - | 262 |
| Item of Other comprehensive income |  |  |  |  |
| Financial assets measured at fair value through other comprehensive income | - | 239 | 50 | - |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| Movements of non-financial assets at Level 3 |  |  |  |  |
|  |  |  | in EUR thousands |  |
|  | Investment property | | Non-current assets  held for sale | |
| NLB Group | 2023 | 2022 | 2023 | 2022 |
| Balance as at 1 January | 23,447 | 27,642 | 11,201 | 2,962 |
| Effects of translation of foreign operations to presentation currency | (14) | 22 | 11 | 9 |
| Acquisition of subsidiaries (note 5.12.f) | - | 302 | - | - |
| Additions | - | 3 | - | 7,609 |
| Disposals | (1,954) | (7,578) | (10,206) | (105) |
| Transfer from/(to) property and equipment | (86) | 434 | - | - |
| Transfer from/(to) other assets | 86 | - | - | - |
| Net valuation to fair value | (1,290) | 2,622 | (205) | 726 |
| Balance as at 31 December | 20,189 | 23,447 | 801 | 11,201 |

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e) Fair value of financial instruments not measured at

fair value in financial statements

Financial instruments not measured at fair value

in financial statements are not managed on a fair

value basis. For respective instruments fair values are

calculated for disclosure purposes only, and do not

impact NLB Group statement of financial position or

income statement.

The table below shows estimated fair values of financial

instruments not measured at fair value in the statement

of financial position.

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |  | NLB |  |  |
|  | 31 Dec 2023 | | 31 Dec 2022 | | 31 Dec 2023 | | 31 Dec 2022 | |
|  | Carrying value | Fair value | Carrying value | Fair value | Carrying value | Fair value | Carrying value | Fair value |
| Financial assets measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - debt securities | 2,522,229 | 2,440,596 | 1,917,615 | 1,749,169 | 1,966,169 | 1,889,481 | 1,597,448 | 1,442,453 |
| - loans and advances to banks | 547,640 | 547,555 | 222,965 | 223,077 | 149,011 | 149,011 | 350,625 | 362,422 |
| - loans and advances to customers | 13,734,601 | 13,256,192 | 13,072,986 | 12,883,859 | 7,148,283 | 6,895,232 | 6,054,413 | 5,965,468 |
| - other financial assets | 165,962 | 165,962 | 177,823 | 177,823 | 101,596 | 101,596 | 114,399 | 114,399 |
| Financial liabilities measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - deposits from banks  and central banks | 95,283 | 95,657 | 106,414 | 106,627 | 147,002 | 147,379 | 212,656 | 212,880 |
|  |
|  |
| - borrowings from banks  and central banks | 140,419 | 134,020 | 198,609 | 193,774 | 82,797 | 75,152 | 57,292 | 52,897 |
|  |
|  |
| - due to customers | 20,732,722 | 20,746,603 | 20,027,726 | 20,031,938 | 11,881,563 | 11,892,641 | 10,984,411 | 10,989,255 |
| - borrowings from other customers | 99,718 | 101,649 | 82,482 | 80,684 | - | - | 216 | 216 |
| - debt securities issued | 1,338,235 | 1,363,301 | 815,990 | 788,892 | 1,338,235 | 1,363,301 | 815,990 | 788,892 |
| - other financial liabilities | 357,116 | 357,116 | 294,463 | 294,463 | 198,020 | 198,020 | 164,567 | 164,567 |

Loans and advances to banks

The estimated fair value of deposits is based on

discounted cash flows using prevailing market interest

rates for instruments with similar credit risk and residual

maturities. The fair value of overnight deposits equals

their carrying value.

Loans and advances to customers

The estimated fair value of loans and advances

represents the discounted amount of estimated future

cash flows expected to be received. Expected cash flows

are discounted at current market rates for debts with

similar credit risk and residual maturities to determine

their fair value.

Deposits and borrowings

The fair value of sight deposits and overnight deposits

equals their carrying value. However, their actual value

for NLB Group depends on the timing and amounts

of cash flows, current market rates, and the credit risk

of the depository institution itself. A portion of sight

deposits is stable, similar to term deposits. Therefore,

their economic value for NLB Group differs from the

carrying amount.

The estimated fair value of other deposits and

borrowings from customers is based on discounted cash

flows using interest rates for new deposits with similar

residual maturities.

Debt securities measured at amortised cost and debt

securities issued

The fair value of debt securities measured at amortised

cost and debt securities issued is based on their quoted

market price or value calculated by using a discounted

cash flow method and the prevailing money market

interest rates.

Loan commitments

For credit facilities that are drawn soon after the NLB

Group grants loans (drawn at market rates) and loan

commitments to those clients that are not impaired,

the fair value is close to zero. For loan commitments

to clients that are impaired, fair value represents the

amount of the recognised provisions.

Other financial assets and liabilities

The carrying amount of other financial assets and

liabilities is a reasonable approximation of their fair

value as they mainly relate to short-term receivables

and payables.

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2023 |  | NLB Group |  |  |  | NLB |  |  |
|  | Level 1 | Level 2 | Level 3 | Total  fair value | Level 1 | Level 2 | Level 3 | Total  fair value |
| Financial assets measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - debt securities | 2,030,120 | 403,255 | 7,221 | 2,440,596 | 1,779,995 | 109,486 | - | 1,889,481 |
| - loans and advances to banks | - | 547,555 | - | 547,555 | - | 149,011 | - | 149,011 |
| - loans and advances to customers | - | - | 13,256,192 | 13,256,192 | - | - | 6,895,232 | 6,895,232 |
| - other financial assets | - | - | 165,962 | 165,962 | - | - | 101,596 | 101,596 |
| Financial liabilities measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - deposits from banks  and central banks | - | 95,657 | - | 95,657 | - | 147,379 | - | 147,379 |
| - borrowings from banks  and central banks | - | 134,020 | - | 134,020 | - | 75,152 | - | 75,152 |
| - due to customers | - | 20,746,603 | - | 20,746,603 | - | 11,892,641 | - | 11,892,641 |
| - borrowings from other customers | - | - | 101,649 | 101,649 | - | - | - | - |
| - debt securities issued | 1,363,301 | - | - | 1,363,301 | 1,363,301 | - | - | 1,363,301 |
| - other financial liabilities | - | - | 357,116 | 357,116 | - | - | 198,020 | 198,020 |

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| 31 Dec 2022 |  | NLB Group |  |  |  | NLB |  |  |
|  | Level 1 | Level 2 | Level 3 | Total  fair value | Level 1 | Level 2 | Level 3 | Total  fair value |
| Financial assets measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - debt securities | 1,476,615 | 265,325 | 7,229 | 1,749,169 | 1,350,003 | 92,450 | - | 1,442,453 |
| - loans and advances to banks | - | 223,077 | - | 223,077 | - | 362,422 | - | 362,422 |
| - loans and advances to customers | - | - | 12,883,859 | 12,883,859 | - | - | 5,965,468 | 5,965,468 |
| - other financial assets | - | - | 177,823 | 177,823 | - | - | 114,399 | 114,399 |
| Financial liabilities measured  at amortised cost |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  |  |
| - deposits from banks  and central banks | - | 106,627 | - | 106,627 | - | 212,880 | - | 212,880 |
| - borrowings from banks  and central banks | - | 193,774 | - | 193,774 | - | 52,897 | - | 52,897 |
| - due to customers | - | 20,031,938 | - | 20,031,938 | - | 10,989,255 | - | 10,989,255 |
| - borrowings from other customers | - | - | 80,684 | 80,684 | - | - | 216 | 216 |
| - debt securities issued | 748,958 | 39,934 | - | 788,892 | 748,958 | 39,934 | - | 788,892 |
| - other financial liabilities | - | - | 294,463 | 294,463 | - | - | 164,567 | 164,567 |

Fair value hierarchy of financial instruments not measured at fair value in financial statements

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Contents6.6. Environmental and climate-related risks

The NLB Group is engaged in contributing to sustainable

finance by incorporating environmental, social, and

governance (ESG) risks into its business strategies, risk

management framework, and internal governance

arrangements. With the adoption of the NLB Group

Sustainability programme, NLB Group implemented

sustainability elements into its business model. Thus,

sustainable finance integrates ESG criteria into the

Group’s business and investment decisions for the lasting

benefit of the Group’s clients and society. The NLB Group

Sustainability Committee oversees the integration of the

ESG factors to the NLB Group business model.

ESG risks do not represent a new risk category, but

rather one of the risk drivers of the existing type of

risks. The Group integrates and manages them within

the established risk management framework in the

areas of credit, liquidity, market, and operational

risk. The management of ESG risks follows ECB

and EBA guidelines, following the tendency of their

comprehensive integration into all relevant processes.

The management of ESG risks is incorporated into

the Group’s overall credit approval process and the

related credit portfolio management. Sustainable

financing is implemented in accordance with the Group’s

Environmental and Social Management System (ESMS).

In addition to addressing ESG risks in all relevant stages

of the credit-granting process, relevant ESG criteria were

also considered in the collateral evaluation process.

The NLB Group conducts a materiality assessment as

part of its overall risk identification process to determine

the level of transitional and physical risk to which the

Group is exposed. In this process, the identification

of environmental risk factors, relevant transmission

channels, and their materiality and impact on the Group’s

financial performance in short-, mid- and long-term

periods are assessed. From the perspective of physical

risk, the most relevant natural disasters are floods,

landslides, and drought, while hail and windstorms are

also frequent, but less material. Despite this, the Group

can expect its impact to increase in the long run if no

adequate policy changes are implemented in a timely

manner. Chronic risk is not determined as a material

risk. Transition risks already arise in the short term

due to the determination of the EU to reduce carbon

emissions, according to its ambitious net zero strategy by

2050. With the NZBA commitment and implementation

of NLB Group’s Net Zero Strategy in 2023, its impacts

are expected to diminish gradually in the long run.

Nevertheless, the Group assessed them more materially

than physical risk.

As a systemically important institution, the NLB Group

was included in the ECB Stress test exercise – 2024 EBA

Fit-for-55 climate risk scenario analysis. The exercise

started in December 2023 and will be concluded in March

2024. By performing this exercise, the ECB assessed

how banks were prepared to deal with financial and

economic shocks stemming from climate risk.

6.7. Offsetting financial assets and

#### financial liabilities

NLB Group has entered into bilateral foreign exchange

netting arrangements with certain banks and

corporates. Cash flows from such transactions that are

due on the same day in the same currency, are settled

on a net basis, i.e., a single cash flow for each currency.

The settlement of all interest rates derivatives is also

carried out by netting of both legs of transaction. Assets

and liabilities related to these netting arrangements

are not presented in a net amount in the statement of

financial position because netting rules apply to cash

flows and not to the entire financial instrument.

NLB Group also holds certain standardised derivatives

(some interest rate swaps) with a clearing house or

central counterparty. A system of daily margins assures

the mitigation and collateralisation of exposures, as well

as the daily settlement of cash flows for each currency.

All derivatives are conducted under the conditions of

signed Master Agreements (MA), with international

banks. The ISDA MA is in place along with CSA annex

and for corporates domestic MA is in place, which

enable daily evaluation and exchange of margining.

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|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |
| 31 Dec 2023 | Amounts not set off  in the statement of financial position | | | |
|  |
|  |
| Financial assets/liabilities | Gross amounts  of recognised  financial assets/  liabilities | Impact of  master netting  agreements | Financial  instruments  collateral | Net amount |
|  |
|  |
|  |
|  |
|  |
|  |
| Derivatives - assets | 63,283 | 4,992 | 52,103 | 6,188 |
| Derivatives - liabilities | 16,714 | 4,992 | 1,563 | 10,159 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  |  | NLB Group |  |  |
| 31 Dec 2022 | Amounts not set off  in the statement of financial position | | | |
|  |
|  |
| Financial assets/liabilities | Gross amounts  of recognised  financial assets/  liabilities | Impact of  master netting  agreements | Financial  instruments  collateral | Net amount |
|  |
|  |
|  |
|  |
|  |
|  |
| Derivatives - assets | 80,724 | 3,053 | 72,204 | 5,467 |
| Derivatives - liabilities | 17,482 | 3,053 | 1,959 | 12,470 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  | NLB | | | |
| 31 Dec 2023 | Amounts not set off  in the statement of financial position | | | |
|  |
|  |
| Financial assets/liabilities | Gross amounts  of recognised  financial assets/  liabilities | Impact of  master netting  agreements | Financial  instruments  collateral | Net amount |
|  |
|  |
|  |
|  |
|  |
| Derivatives - assets | 65,551 | 5,013 | 54,346 | 6,192 |
| Derivatives - liabilities | 18,929 | 5,013 | 1,563 | 12,353 |

|  |  |
| --- | --- |
|  |  |
|  |  |  |  | in EUR thousands |
|  |  | NLB |  |  |
| 31 Dec 2022 |  | Amounts not set off  in the statement of financial position |  |  |
| Financial assets/liabilities | Gross amounts  of recognised  financial assets/  liabilities | Impact of  master netting  agreements | Financial  instruments  collateral | Net amount |
| Derivatives - assets | 80,834 | 3,133 | 72,204 | 5,497 |
| Derivatives - liabilities | 24,273 | 3,133 | 8,251 | 12,889 |

NLB Group and NLB have no financial assets/liabilities

set off in the statement of financial position.

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7. Analysis by segment for NLB Group

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| a) Segments |  |  |  |  |  |  |  |  |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | | | | |
| 2023 | Retail Banking  in Slovenia | Corporate and  Investment  Banking in  Slovenia | Strategic  Foreign  Markets | Financial  Markets in  Slovenia | Non-Core  Members | Other  activities | Unallocated | Total |
|  |
|  |
|  |
|  |
|  |
|  |
| Total net income | 366,988 | 149,184 | 541,624 | 40,437 | (131) | 5,574 | - | 1,103,676 |
| Net income from external customers | 246,811 | 204,868 | 541,098 | 95,748 | (578) | 5,349 | - | 1,093,296 |
| Intersegment net income | 120,177 | (55,684) | 526 | (55,311) | 447 | 225 | - | 10,380 |
| Net interest income | 264,707 | 106,462 | 423,249 | 37,752 | 1,540 | (376) | - | 833,334 |
| Net interest income from external customers | 147,803 | 161,103 | 429,464 | 94,023 | 1,444 | (503) | - | 833,334 |
| Intersegment net interest income | 116,904 | (54,641) | (6,215) | (56,271) | 96 | 127 | - | - |
| Administrative expenses | (141,132) | (63,955) | (223,239) | (9,202) | (13,230) | (12,740) | - | (463,498) |
| Depreciation and amortisation | (12,675) | (6,240) | (27,990) | (689) | (508) | (635) | - | (48,737) |
| Reportable segment profit/(loss) before  impairment and provision charge | 213,181 | 78,989 | 290,395 | 30,546 | (13,869) | (7,801) | - | 591,441 |
|  |
|  |
| Other net gains/(losses) from equity investments  in associates and joint ventures | 1,072 | - | - | - | - | - | - | 1,072 |
|  |
|  |
| Impairment and provisions charge | (32,592) | 7,909 | 1,124 | 4,757 | 3,729 | 973 | - | (14,100) |
| Profit/(loss) before income tax | 181,661 | 86,898 | 291,519 | 35,303 | (10,140) | (6,828) | - | 578,413 |
| Owners of the parent | 181,661 | 86,898 | 278,896 | 35,303 | (10,140) | (6,828) | - | 565,790 |
| Non-controlling interests | - | - | 12,623 | - | - | - | - | 12,623 |
| Income tax | - | - | - | - | - | - | (15,090) | (15,090) |
| Profit for the year |  |  |  |  |  |  |  | 550,700 |
| Reportable segment assets | 3,778,767 | 3,376,370 | 11,058,835 | 7,232,457 | 47,097 | 435,940 | - | 25,929,466 |
| Investments in associates and joint ventures | 12,519 | - | - | - | - | - | - | 12,519 |
| Reportable segment liabilities | 9,381,016 | 2,512,801 | 9,329,079 | 1,540,000 | 3,419 | 227,680 | - | 22,993,995 |
| Additions to non-current assets | 19,775 | 9,826 | 40,239 | 505 | 4 | 4,099 | - | 74,448 |

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|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands | |
|  | NLB Group | | | | | | | |
| 2022 | Retail Banking  in Slovenia | Corporate and  Investment  Banking in  Slovenia | Strategic  Foreign  Markets | Financial  Markets in  Slovenia | Non-Core  Members | Other  activities | Unallocated | Total |
|  |
|  |
|  |
|  |
|  |
|  |
| Total net income | 211,474 | 105,198 | 427,519 | 46,601 | 4,697 | 10,024 | - | 805,513 |
| Net income from external customers | 227,590 | 121,042 | 429,999 | 5,558 | 4,426 | 9,934 | - | 798,549 |
| Intersegment net income | (16,116) | (15,844) | (2,480) | 41,043 | 271 | 90 | - | 6,964 |
| Net interest income | 104,809 | 52,930 | 298,042 | 47,304 | 267 | 1,570 | - | 504,922 |
| Net interest income from external customers | 125,541 | 71,832 | 303,349 | 2,169 | 453 | 1,578 | - | 504,922 |
| Intersegment net interest income | (20,732) | (18,902) | (5,307) | 45,135 | (186) | (8) | - | - |
| Administrative expenses | (132,893) | (60,471) | (199,593) | (8,812) | (12,109) | (7,309) | - | (421,187) |
| Depreciation and amortisation | (11,149) | (4,629) | (28,538) | (618) | (498) | (621) | - | (46,053) |
| Reportable segment profit/(loss) before  impairment and provision charge | 67,432 | 40,098 | 199,388 | 37,171 | (7,910) | 2,094 | - | 338,273 |
|  |
|  |
| Other net gains/(losses) from equity investments  in associates and joint ventures | 781 | - | - | - | - | - | - | 781 |
|  |
|  |
| Gain from bargain purchase | - | - | 68 | - | - | 172,810 | - | 172,878 |
| Impairment and provisions charge | (21,435) | 12,156 | (12,325) | (3,363) | (829) | (3,073) | - | (28,869) |
| Profit/(loss) before income tax | 46,778 | 52,254 | 187,131 | 33,808 | (8,739) | 171,831 | - | 483,063 |
| Owners of the parent | 46,778 | 52,254 | 176,160 | 33,808 | (8,739) | 171,831 | - | 472,092 |
| Non-controlling interests | - | - | 10,971 | - | - | - | - | 10,971 |
| Income tax | - | - | - | - | - | - | (25,230) | (25,230) |
| Profit for the year |  |  |  |  |  |  |  | 446,862 |
| Reportable segment assets | 3,665,110 | 3,372,047 | 10,179,396 | 6,514,047 | 61,563 | 356,400 | - | 24,148,563 |
| Investments in associates and joint ventures | 11,677 | - | - | - | - | - | - | 11,677 |
| Reportable segment liabilities | 9,108,497 | 2,777,001 | 8,539,025 | 1,118,681 | 3,754 | 190,957 | - | 21,737,915 |
| Additions to non-current assets | 10,717 | 6,088 | 29,042 | 261 | 99 | 4,688 | - | 50,895 |

Segment reporting is presented in accordance with the

strategy on the basis of the organisational structure

used in management reporting of NLB Group’s results.

NLB Group’s segments are business units that focus on

different customers and markets. They are managed

separately because each business unit requires different

strategies and service levels.

The business activities of the parent bank (NLB) and

N Banka are divided into several segments. Interest

income and expenses are reallocated between

segments on the basis of fund transfer prices (FTP).

Other NLB Group members are, based on their business

activity, included in only one segment except NLB

Lease&Go Ljubljana, which is according to its business

activities divided into two segments.

The segments of NLB Group are divided into core and

non-core segments.

The core segments are the following:

• Retail Banking in Slovenia, which includes banking with

individuals and micro companies (NLB and N Banka),

asset management (NLB Skladi), and part of subsidiary

NLB Lease&Go Ljubljana that includes operations with

retail clients, as well as the contribution to the result of

the associated company Bankart.

• Corporate and Investment Banking in Slovenia, which

includes banking with Key Corporate Clients, SMEs,

Cross-border corporate financing, Investment Banking

and Custody, Restructuring and Workout in NLB and

N Banka, and part of the subsidiary NLB Lease&Go

Ljubljana that includes operations with corporate clients.

•

Strategic Foreign Markets, which consist of the

operations of strategic Group banks in the strategic

markets (North Macedonia, Bosnia and Herzegovina,

Kosovo, Montenegro, and Serbia), as well as investment

company KomBank Invest, Beograd, NLB DigIT,

Beograd, NLB Lease&Go Skopje, and NLB Lease&Go

leasing Beograd.

•

Financial Markets in Slovenia include treasury activities

and trading with financial instruments, while they also

present the results of asset and liabilities management

(ALM) in both NLB and N Banka.

•

Other activities include categories in NLB and N Banka

whose operating results cannot be allocated to specific

segments, including gain from bargain purchase from

acquisition of N Banka in 2022, as well as subsidiaries NLB

Cultural Heritage Management Institute and Privatinvest.

Non-Core Members include the operations of non-core

NLB Group members, namely REAM and leasing entities

in liquidation, NLB Srbija, and NLB Crna Gora.

NLB Group is primarily a financial group, and net

interest income represents the majority of its net

revenues. NLB Group’s main indicator of a segment’s

efficiency is net profit before tax.

No revenues were generated from transactions with a

single external customer that would amount to 10% or

more of NLB Group’s revenues.

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

b) Geographical information

Geographical analysis includes a breakdown of items

with respect to the country in which individual NLB

Group entities are located.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | Revenues | | Net income | | Profit/(loss) before income tax | | Income tax | |
| NLB Group | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Slovenia | 729,170 | 445,749 | 556,854 | 367,121 | 275,533 | 288,563 | 19,447 | (9,719) |
| South East Europe | 663,042 | 505,855 | 538,752 | 431,267 | 305,507 | 194,764 | (34,525) | (15,487) |
| Bosnia and Herzegovina | 104,460 | 84,065 | 85,158 | 71,205 | 40,677 | 33,475 | (3,467) | (2,635) |
| Croatia | - | 23 | (557) | 473 | (527) | (170) | - | (45) |
| Kosovo | 68,279 | 58,297 | 56,374 | 49,251 | 39,797 | 35,922 | (3,995) | (3,693) |
| Montenegro | 62,625 | 49,528 | 51,658 | 38,251 | 32,032 | 15,436 | (5,502) | (1,838) |
| North Macedonia | 111,599 | 94,660 | 90,233 | 78,369 | 49,895 | 41,807 | (4,910) | (3,795) |
| Serbia | 316,079 | 219,282 | 255,886 | 193,718 | 143,633 | 68,294 | (16,651) | (3,481) |
| Western Europe | 103 | 13 | (2,310) | 161 | (2,627) | (264) | (12) | (24) |
| Germany | - | - | 51 | 58 | (402) | (647) | - | - |
| Switzerland | 103 | 13 | (2,361) | 103 | (2,225) | 383 | (12) | (24) |
| Total | 1,392,315 | 951,617 | 1,093,296 | 798,549 | 578,413 | 483,063 | (15,090) | (25,230) |

The column ‘Revenues’ includes interest and

similar income, dividend income, and fee and

commission income.

The column ‘Net Income’ includes net interest income,

dividend income, net fee and commission income, the

net effect of financial instruments, foreign exchange

translation, the effect on the derecognition of assets, net

operating income, and gain less losses from non-current

assets held for sale.

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  | in EUR thousands |
|  | Non-current assets | | Total assets | | Number of employees | |
| NLB Group | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 | 31 Dec 2023 | 31 Dec 2022 |
| Slovenia | 160,574 | 152,037 | 14,851,067 | 13,935,167 | 2,689 | 2,833 |
| South East Europe | 223,185 | 204,802 | 11,072,317 | 10,216,136 | 5,291 | 5,392 |
| Bosnia and Herzegovina | 38,861 | 35,550 | 1,934,891 | 1,799,877 | 990 | 971 |
| Croatia | - | 377 | 1,194 | 3,557 | 1 | 6 |
| Kosovo | 13,810 | 14,289 | 1,229,426 | 1,082,474 | 468 | 467 |
| Montenegro | 23,163 | 17,416 | 928,913 | 825,400 | 390 | 380 |
| North Macedonia | 34,276 | 36,348 | 1,895,297 | 1,832,477 | 962 | 954 |
| Serbia | 113,075 | 100,822 | 5,082,596 | 4,672,351 | 2,480 | 2,614 |
| Western Europe | 27 | 28 | 18,601 | 8,937 | 2 | 3 |
| Germany | 27 | 28 | 552 | 691 | - | 1 |
| Switzerland | - | - | 18,049 | 8,246 | 2 | 2 |
| Total | 383,786 | 356,867 | 25,941,985 | 24,160,240 | 7,982 | 8,228 |

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MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

The table below presents data on NLB Group

members before intercompany eliminations and

consolidation journals:

|  |  |
| --- | --- |
|  |  |
|  |  |  |  |  |  |  |  | in EUR thousands |
|  | Revenues | | Net income | | Profit/(loss) before  income tax | | Income tax | |
| NLB Group | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Slovenia | 909,550 | 523,774 | 704,971 | 431,187 | 511,693 | 191,900 | 28,958 | (9,153) |
| South East Europe | 670,510 | 507,243 | 542,776 | 429,307 | 308,129 | 199,981 | (34,879) | (15,952) |
| Bosnia and Herzegovina | 105,503 | 84,107 | 83,567 | 70,211 | 40,555 | 33,352 | (3,467) | (2,635) |
| Croatia | - | 128 | (385) | 617 | (366) | (170) | - | (45) |
| Kosovo | 68,468 | 58,296 | 55,182 | 48,391 | 39,963 | 36,095 | (3,995) | (3,693) |
| Montenegro | 64,729 | 49,738 | 50,465 | 37,822 | 32,836 | 18,374 | (5,502) | (1,838) |
| North Macedonia | 111,933 | 94,624 | 86,612 | 75,882 | 48,822 | 41,601 | (4,910) | (3,795) |
| Serbia | 319,877 | 220,350 | 267,335 | 196,384 | 146,319 | 70,729 | (17,005) | (3,946) |
| Western Europe | 118 | 25 | (2,467) | (12) | (2,711) | (2,835) | (12) | (24) |
| Germany | - | 1 | 51 | 54 | (402) | (646) | - | - |
| Switzerland | 118 | 24 | (2,518) | (66) | (2,309) | (2,189) | (12) | (24) |
| Total | 1,580,178 | 1,031,042 | 1,245,280 | 860,482 | 817,111 | 389,046 | (5,933) | (25,129) |

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

8. Related-party transactions

A related party is a person or entity that is related to

NLB Group in such a manner that it has control or joint

control, has a significant influence, or is a member

of the key management personnel of the reporting

entity. Related parties of NLB Group and NLB include:

key management personnel (Management Board,

other key management personnel and their family

members); the Supervisory Board; companies in which

members of the Management Board, key management

personnel, or their family members have control, joint

control, or a significant influence; a major shareholder

of NLB with significant influence, subsidiaries,

associates and joint ventures.

Related-party transactions with Management Board

and other key management personnel, their family

members and companies these related parties have

control, joint control, or significant influence

A number of banking transactions are entered into

with related parties within regular course of business.

The volume of related-party transactions and the

outstanding balances are as follows:

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  |  | in EUR thousands |
| NLB Group | Management Board and other Key  management personnel | | Family members of the Management  Board and other key management  personnel | | Companies in which members  family members have control, joint  management personnel or their  of the Management Board, key  control or a significant influence | | Supervisory Board | |
|  |
|  |
|  | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Loans issued |  |  |  |  |  |  |  |  |
| Balance at 1 January | 2,173 | 2,097 | 469 | 415 | - | 532 | 54 | 60 |
| Increase | 1,214 | 1,526 | 307 | 324 | - | 8 | 46 | 76 |
| Decrease | (1,532) | (1,450) | (332) | (270) | - | (540) | (76) | (82) |
| Balance at 31 December | 1,855 | 2,173 | 444 | 469 | - | - | 24 | 54 |
| Interest income | 57 | 41 | 17 | 10 | - | - | 1 | - |
| Deposits received |  |  |  |  |  |  |  |  |
| Balance at 1 January | 2,556 | 2,170 | 926 | 718 | 218 | 590 | 348 | 505 |
| Increase | 2,617 | 2,938 | 1,440 | 634 | 496 | 6,413 | 407 | 398 |
| Decrease | (2,806) | (2,552) | (1,213) | (426) | (442) | (6,785) | (338) | (555) |
| Balance at 31 December | 2,367 | 2,556 | 1,153 | 926 | 272 | 218 | 417 | 348 |
| Interest expenses | (33) | (7) | (6) | - | - | - | (5) | (2) |
| Other financial liabilities | 1 | 2 | - | - | 12 | 3 | - | - |
| Other financial liabilities  measured at fair value through  profit or loss (note 2.31.) | 2,075 | 801 | - | - | - | - | - | - |
|  |
|  |
| Other operating liabilities | 11,066 | 6,559 | - | - | - | - | - | - |
| Guarantees issued and  loan commitments | 287 | 237 | 64 | 70 | - | - | 14 | 17 |
| Fee income | 19 | 19 | 8 | 7 | 3 | 66 | 1 | 2 |
| Other income | 16 | 17 | - | - | - | - | - | - |
| Other expenses | - | - | - | - | (94) | (382) | (1) | - |

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Annual Report

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#### Overview

MB Statement

SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | in EUR thousands | |
| NLB | Management Board and other Key  management personnel | | Family members of the Management  Board and other key management  personnel | | Companies in which members  of the Management Board, key  management personnel or their  family members have control, joint  control or a significant influence | | Supervisory Board | |
|  |
|  |
|  |
|  |
|  |
|  |
|  | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Loans issued |  |  |  |  |  |  |  |  |
| Balance at 1 January | 2,172 | 2,097 | 469 | 415 | - | 532 | 54 | 60 |
| Increase | 1,203 | 1,480 | 307 | 324 | - | 8 | 46 | 76 |
| Decrease | (1,521) | (1,405) | (332) | (270) | - | (540) | (76) | (82) |
| Balance at 31 December | 1,854 | 2,172 | 444 | 469 | - | - | 24 | 54 |
| Interest income | 57 | 41 | 17 | 10 | - | - | 1 | - |
| Deposits received |  |  |  |  |  |  |  |  |
| Balance at 1 January | 2,536 | 2,170 | 926 | 718 | 218 | 590 | 348 | 505 |
| Increase | 2,555 | 2,643 | 1,440 | 634 | 496 | 6,413 | 407 | 398 |
| Decrease | (2,734) | (2,277) | (1,213) | (426) | (442) | (6,785) | (338) | (555) |
| Balance at 31 December | 2,357 | 2,536 | 1,153 | 926 | 272 | 218 | 417 | 348 |
| Interest expenses | (33) | (7) | (6) | - | - | - | (5) | (2) |
| Other financial liabilities | 1 | 2 | - | - | 12 | 3 | - | - |
| Other financial liabilities  measured at fair value through  profit or loss (note 2.31.) | 1,975 | 728 | - | - | - | - | - | - |
|  |
|  |
| Other operating liabilities | 11,080 | 6,539 |  |  |  |  |  |  |
| Guarantees issued and  loan commitments |  |  |  |  |  |  |  |  |
| 279 | 223 | 64 | 70 | - | - | 14 | 17 |
|  |  |  |  |  |  |  |  |
| Fee income | 19 | 18 | 8 | 7 | 3 | 66 | 1 | 2 |
| Other income | 16 | 17 | - | - | - | - | - | - |
| Other expenses | - | - | - | - | (94) | (382) | (1) | - |

Key management compensation

The remuneration for the 2023 for the members of the

Supervisory Board of NLB d.d. and the Management

Board of NLB d.d. is regulated in 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 remuneration for the identified employees and

other employees is regulated in Remuneration Policy for

employees of NLB d.d. and NLB Group.

In the Remuneration Policy and based thereon and in

accordance with Commission Delegated regulation (EU)

2021/923, the Bank designates identified employees.

In designating identified employees, the internal

organisation and the nature, scope, and complexity of

the Bank’s activities are taken into account. The criteria

fully take into account the risks that the Bank or the NLB

Group is or could be exposed to its given risk profile

and risk appetite. The Remuneration Policy includes

members of the Supervisory Board, members of the

Management Board, senior management, and other

identified employees who are included in the Policy on

the basis of the Bank’s self-assessment.

Members of the Supervisory Board may, in relation to

their function of a member of the Supervisory Board,

only receive remuneration that is compliant with the

relevant resolutions of the Bank’s General Meeting.

The Supervisory Board members are entitled to a

remuneration for performing their function and/or

attendance fees for their membership in the Supervisory

Board of the Bank and the committees of the

Supervisory Board of the Bank, which are determined in

accordance with respective applicable resolution by the

General Meeting of the Bank, and to reimbursement of

travel expenses, daily allowances, and accommodation

costs up to the amount provided by the regulations

governing reimbursement of costs related to work and

other income not included in the tax base.

The Bank’s General Meeting may determine and change

the remuneration of the members of the Supervisory

Board independently from the Remuneration Policy, and

may change, repeal, or replace any of its resolutions in

relation to the remuneration of the Supervisory Board

members at any time, or adopt a new resolution in

relation to the remuneration of the Supervisory Board

members. The last changes of the remuneration of

members of the Supervisory Board were adopted at the

General Meeting of NLB d.d. 19 June 2023.

The performance of key management is defined by

financial and non-financial criteria. In addition to the

salary determined in their employment contract, they

are entitled to the annual variable part of the salary

based on their achievement of the financial and non-

financial performance criteria, which encompass

the goals of NLB Group or NLB, the goals of the

organisational unit, and the personal goals of the

employee performing special work.

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#### Overview

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#### BusinessReport

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Segment Analysis

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#### FinancialReport

Financial Report

#### Contents

The objectives and performance assessment criteria

of each member of the Management Board shall

be determined each year by the Supervisory Board

NLB d.d. at the time of adoption of the Bank’s annual

business plan. Also, the Supervisory Board of NLB

d.d. confirm the objectives of the heads of control or

supervisory functions. The objectives and performance

assessment criteria for the identified employees are

determined by the Management Board.

The variable portion of receipts for a given financial

year may not exceed nine salaries of a member of

the Management Board in the financial year. Other

identified employees are entitled to a variable part of

remuneration according to the category of employee

in the maximum amount of three to six salaries. Key

management shall be entitled to a variable part of

the performance benefit only in proportional part to

the actual period of employment (duration of the term

of office) of the Bank during the period to which the

variable part of the performance benefit relates.

The non-deferred part of variable remuneration is

paid no later than three months after the adoption of

the Annual Report of NLB Group for the business year

to which the variable remuneration relates. Variable

remuneration part of payment of an identified employee

is awarded and paid in cash, provided that the amount

does not exceed EUR 50 thousand or/and is higher

than one-third of his/her total remuneration for each

financial year, and if this is permissible in accordance

with the relevant regulation.

If the variable remuneration part of payment of an

identified employee exceeds EUR 50 thousand or/and

is higher than one-third of his/her total remuneration

for each financial year and if this is permissible in

accordance with the relevant regulation, then at least

50% of the variable remuneration must consist of

instruments. The part of the variable remuneration of an

identified employee consisting of instruments shall be

awarded and paid under the terms and conditions in the

valid Remuneration Policy in instruments whose value is

based on the value of the share of NLB d.d. (with these

instruments not giving any dividends or other yields).

The deferred part of the variable part of the salary must

be deferred for a period of at least five years of the

day on which the non-deferred part of such variable

remuneration is paid and it is paid in proportional

shares, according to the relevant legislation.

The table below shows payments in presented periods:

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | in EUR thousands | |
| NLB Group and NLB | Management Board | | Other key management  personnel | | Supervisory Board | |
|  | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Short-term benefits | 3,076 | 2,282 | 6,604 | 6,148 | 728 | 696 |
| Cost refunds | 9 | 6 | 112 | 98 | 104 | 74 |
| Long-term bonuses: |  |  |  |  |  |  |
| - severance pay | - | - | 120 | - | - | - |
| - other benefits | 53 | 7 | 163 | 77 | - | - |
| - variable part of payments | 299 | 276 | 1,252 | 1,425 | - | - |
| Total | 3,437 | 2,571 | 8,251 | 7,748 | 832 | 770 |

Short-term benefits include:

- monetary benefits (gross salaries, supplementary

insurance, holiday allowances, and other bonuses);

- non-monetary benefits (company cars, health care,

residential facilities, etc.).

The reimbursement of cost comprises food allowances,

travel expenses, and use of own resources.

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#### BusinessReport

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Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |
| --- | --- |
|  |  |
| Payments to individual members of the Management Board |  |  |  |
|  |  |  | in EUR |
| Member / Mandate |  | 2023 | 2022 |
| Blaž Brodnjak | Short-term benefits: |  |  |
| 1.12.2012 | - gross salary and holiday allowance | 662,159 | 542,370 |
|  | - benefits and other short-term bonuses | 9,040 | 6,908 |
|  | Costs refunds | 1,490 | 1,318 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 2,904 | 1,912 |
|  | - variable part of payments | 92,854 | 95,214 |
|  | Total | 768,447 | 647,722 |
| Peter Andreas  Burkhardt | Short-term benefits: |  |  |
| 18.09.2013 | - gross salary and holiday allowance | 552,167 | 486,438 |
|  | - benefits and other short-term bonuses | 46,318 | 33,588 |
|  | Costs refunds | 1,540 | 1,243 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 3,364 | 1,452 |
|  | - variable part of payments | 83,480 | 89,132 |
|  | Total | 686,869 | 611,853 |
| Archibald Kremser | Short-term benefits: |  |  |
| 31.07.2013 | - gross salary and holiday allowance | 632,159 | 517,370 |
|  | - benefits and other short-term bonuses | 33,364 | 39,220 |
|  | Costs refunds | 1,324 | 1,302 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 3,364 | 1,452 |
|  | - variable part of payments | 88,539 | 91,870 |
|  | Total | 758,750 | 651,214 |
| Antonio Argir | Short-term benefits: |  |  |
| 28.04.2022 | - gross salary and holiday allowance | 352,909 | 205,291 |
|  | - benefits and other short-term bonuses | 64,854 | 30,077 |
|  | Costs refunds | 1,515 | 796 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 37,140 | 859 |
|  | - variable part of payments | 34,047 | - |
|  | Total | 490,465 | 237,023 |
| Andrej Lasič | Short-term benefits: |  |  |
| 28.04.2022 | - gross salary and holiday allowance | 352,909 | 205,292 |
|  | - benefits and other short-term bonuses | 3,756 | 4,216 |
|  | Costs refunds | 1,469 | 796 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 3,364 | 859 |
|  | - variable part of payments | 34,047 | - |
|  | Total | 395,545 | 211,163 |
| Hedvika Usenik | Short-term benefits: |  |  |
| 28.04.2022 | - gross salary and holiday allowance | 352,909 | 205,292 |
|  | - benefits and other short-term bonuses | 13,234 | 5,512 |
|  | Costs refunds | 1,507 | 782 |
|  | Long-term bonuses: |  |  |
|  | - other benefits | 2,904 | 859 |
|  | - variable part of payments | 34,047 | - |
|  | Total | 404,601 | 212,445 |

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SB Statement

Key Highlights

#### BusinessReport

Strategy

Risk Factors &

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Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |
| --- | --- | --- | --- |
| Payments to individual members of the Supervisory Board |  |  |  |
|  |  |  | in EUR |
| Member / Mandate |  | 2023 | 2022 |
| Primož Karpe | Annual compensation | 103,680 | 96,000 |
| 11.02.2016 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 9,300 | 10,952 |
| David Eric Simon | Annual compensation | 87,480 | 81,000 |
| 04.08.2016 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 13,162 | 7,931 |
| Shrenik Dhirajlal Davda | Annual compensation | 83,683 | 72,000 |
| 10.06.2019 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 19,444 | 8,767 |
| Mark William Lane Richards | Annual compensation | 87,480 | 81,000 |
| 10.06.2019 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 18,141 | 9,493 |
| Verica Trstenjak | Annual compensation | 73,254 | 66,000 |
| 15.06.2020 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 3,490 | 1,473 |
| Sergeja Kočar | Annual compensation | 23,659 | 8,327 |
| 17.06.2020 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 1,017 | 1,183 |
| Islam Osama Bahgat Zekry | Annual compensation | 77,760 | 72,000 |
| 14.06.2021 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 17,656 | 17,622 |
| Tadeja Žbontar Rems | Annual compensation | 44,774 | 31,215 |
| 22.01.2021 | Other bonuses - benefit | 279 | 382 |
|  | Costs refunds | 309 | 185 |
| Cvetka Selšek | Annual compensation | 30,102 | - |
| 15.08.2023 | Other bonuses - benefit | 279 | - |
|  | Costs refunds | 2,580 | - |
| André Marc Richard Prudent Toccanier | Annual compensation | 33,063 | - |
| 15.08.2023 | Other bonuses - benefit | 279 | - |
|  | Costs refunds | 6,773 | - |
| Gregor Rok Kastelic | Annual compensation | 38,025 | 81,000 |
| 10.06.2019 - 19.06.2023 | Other bonuses - benefit | - | 382 |
|  | Costs refunds | 4,527 | 9,340 |
| Andreas Klingen | Annual compensation | 42,250 | 90,000 |
| 22.06.2015 - 19.06.2023 | Other bonuses - benefit | - | 382 |
|  | Costs refunds | 7,917 | 7,360 |
| Bojana Šteblaj | Annual compensation | - | 12,014 |
| 17.06.2020 - 12.09.2022 | Other bonuses - benefit | - | - |
|  | Costs refunds | - | - |
| Janja Žabjek Dolinšek | Annual compensation | - | 1,473 |
| 20.11.2020 - 08.07.2022 | Other bonuses - benefit | - | - |
|  | Costs refunds | - | 32 |

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Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| Related-party transactions with subsidiaries, associates and joint ventures |  |  |  |  |
|  |  |  |  | in EUR thousands |
| NLB Group | Associates | | Joint ventures | |
|  | 2023 | 2022 | 2023 | 2022 |
| Loans issued |  |  |  |  |
| Balance at 1 January | 1,057 | 1,011 | 201 | 201 |
| Acquisition of subsidiaries | - | 77 | - | - |
| Increase | 1,161 | 145 | 2 | 2 |
| Decrease | (2,208) | (176) | (203) | (2) |
| Balance at 31 December | 10 | 1,057 | - | 201 |
| Interest income | 63 | 39 | 1 | 3 |
| Impairment | 825 | (8) | 6 | 2 |
| Deposits received |  |  |  |  |
| Balance at 1 January | 5,375 | 7,967 | 3,071 | 3,492 |
| Effects of translation of foreign operations to presentation currency | - | - | (3) | 3 |
| Increase | 10,378 | 5,982 | 6,902 | 1,073 |
| Decrease | (9,585) | (8,574) | (8,519) | (1,497) |
| Balance at 31 December | 6,168 | 5,375 | 1,451 | 3,071 |
| Interest expenses | - | - | (36) | (46) |
| Other financial assets | 7 | 7 | 1 | - |
| Other financial liabilities | 1,460 | 1,116 | - | 1 |
| Guarantees issued and loan commitments | 30 | 2,034 | - | - |
| Income/(expenses) provisions for guaranties and commitments | 2 | (1) | - | - |
| Fee income | 8 | 69 | - | - |
| Fee expenses | (16,167) | (12,894) | - | - |
| Other income | 53 | 92 | 5 | 5 |
| Other expenses | (1,174) | (571) | - | - |

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Sustainability

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Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

|  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  | in EUR thousands |
| NLB | Subsidiaries | | Associates | | Joint ventures | |
|  | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 |
| Loans issued |  |  |  |  |  |  |
| Balance at 1 January | 337,900 | 250,303 | 982 | 1,011 | 201 | 201 |
| Increase | 660,088 | 536,279 | 1,161 | 145 | 2 | 2 |
| Decrease | (539,304) | (448,682) | (2,133) | (174) | (203) | (2) |
| Balance at 31 December | 458,684 | 337,900 | 10 | 982 | - | 201 |
| of which at amortised cost | 450,213 | 328,641 | 10 | 982 | - | 201 |
| of which at fair value through profit or loss | 8,471 | 9,259 | - | - | - | - |
| Interest income | 19,938 | 7,461 | 63 | 39 | 1 | 3 |
| Impairment | 11 | (645) | 861 | 27 | 6 | 2 |
| Valuation | 1,231 | (2,225) | - | - | - | - |
| Deposits |  |  |  |  |  |  |
| Balance at 1 January | 223,492 | 83,948 | - | - | - | - |
| Increase | 1,120,256 | 2,171,418 | - | - | - | - |
| Decrease | (1,321,986) | (2,031,874) | - | - | - | - |
| Balance at 31 December | 21,762 | 223,492 | - | - | - | - |
| Interest income | 985 | 940 | - | - | - | - |
| Interest expenses | - | (5) | - | - | - | - |
| Impairment | 43 | (18) | - | - | - | - |
| Loans received |  |  |  |  |  |  |
| Balance at 1 January | 13,001 | 44,484 | - | - | - | - |
| Increase | 36,887 | 13,001 | - | - | - | - |
| Decrease | (49,888) | (44,484) | - | - | - | - |
| Balance at 31 December | - | 13,001 | - | - | - | - |
| Interest income | - | 9 | - | - | - | - |
| Interest expenses | (12) | (2) | - | - | - | - |
| Deposits received |  |  |  |  |  |  |
| Balance at 1 January | 165,778 | 68,372 | 5,375 | 7,967 | 40 | 27 |
| Increase | 87,107,211 | 23,967,799 | 10,378 | 5,982 | 418 | 82 |
| Decrease | (87,168,040) | (23,870,393) | (9,585) | (8,574) | (63) | (69) |
| Balance at 31 December | 104,949 | 165,778 | 6,168 | 5,375 | 395 | 40 |
| Interest expenses | (5,205) | (465) | - | - | - | - |
| Derivatives |  |  |  |  |  |  |
| Fair value | 54 | (6,681) | - | - | - | - |
| Contractual amount | 298,290 | 113,711 | - | - | - | - |
| Interest income | 25 | 312 | - | - | - | - |
| Interest expenses | (208) | (181) | - | - | - | - |
| Other financial assets | 2,058 | 2,514 | 7 | 7 | - | - |
| Impairment | 3 | 5 | - | - | - | - |
| Other financial liabilities | 4,615 | 2,710 | 1,340 | 972 | - | - |
| Guarantees issued and loan commitments | 87,094 | 46,366 | 30 | 2,034 | - | - |
| Income/(expenses) provisions for guaranties and commitments | (76) | (85) | 2 | (1) | - | - |
| Received loan commitments and financial guarantees | 10,741 | 10,983 | - | - | - | - |
| Fee income | 10,632 | 10,200 | 8 | 69 | - | - |
| Fee expenses | (5) | (280) | (12,698) | (9,964) | - | - |
| Other income | 1,959 | 1,543 | 43 | 92 | 2 | 2 |
| Other expenses | (5,087) | (5,864) | (1,137) | (559) | - | - |
| Gains less losses from financial assets and liabilities held for trading | (1,898) | (7,132) | - | - | - | - |

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Sustainability

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Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

Related-party transactions with major shareholder with significant influence

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
| The volumes of related party transactions with major shareholder are as follows: |  |  |  |  |
|  |  |  |  | in EUR thousands |
|  | NLB Group | | NLB | |
|  | 2023 | 2022 | 2023 | 2022 |
| Loans issued |  |  |  |  |
| Balance at 1 January | 17,595 | 20,534 | 17,595 | 20,534 |
| Increase | 2,731 | 3,708 | 2,731 | 3,708 |
| Decrease | (6,942) | (6,647) | (6,942) | (6,647) |
| Balance at 31 December | 13,384 | 17,595 | 13,384 | 17,595 |
| Interest income | 713 | 713 | 713 | 713 |
| Investments in securities |  |  |  |  |
| Balance at 1 January | 564,287 | 534,522 | 473,389 | 483,656 |
| Exchange difference on opening balance | (27) | 36 | - | - |
| Acquisition of subsidiaries | - | 151,047 | 33,617 | - |
| Increase | 550,561 | 672,692 | 409,682 | 553,823 |
| Decrease | (548,065) | (746,698) | (410,346) | (521,066) |
| Valuation | 10,773 | (47,312) | 10,584 | (43,024) |
| Balance at 31 December | 577,529 | 564,287 | 516,926 | 473,389 |
| Interest income | 7,131 | 5,816 | 5,692 | 5,844 |
| Interest expenses | (21) | - | (21) | - |
| Other financial assets | 65 | 31,141 | 65 | 31,141 |
| Other financial liabilities | 20 | 2 | 20 | 2 |
| Guarantees issued and loan commitments | 1,466 | 1,194 | 1,466 | 1,194 |
| Fee income | 574 | 350 | 574 | 350 |
| Fee expenses | (28) | (28) | (28) | (28) |
| Other income | 272 | 257 | 272 | 257 |
| Other expenses | (5,009) | (3) | (5,009) | (3) |
| Gains less losses from financial assets and liabilities not measured at fair value through profit or loss | (656) | - | (656) | - |
| Gains less losses from financial assets and liabilities held for trading | - | (66) | - | (66) |

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#### BusinessReport

Strategy

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Sustainability

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Risk Management

#### FinancialReport

Financial Report

#### Contents

NLB Group and NLB disclose all transactions with

the major shareholder with significant influence.

For transactions with other government-related

entities, NLB Group discloses individually significant

transactions with exposure above EUR 40 million and

their business accounts.

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB Group and NLB | Amount of significant transactions  concluded during the year | | Number of significant transactions  concluded during the year | |
|  | 2023 | 2022 | 2023 | 2022 |
| Guarantees issued and loan commitments | 50,000 | 188,000 | 1 | 3 |

|  |  |  |  |  |
| --- | --- | --- | --- | --- |
|  |  |  |  | in EUR thousands |
| NLB Group and NLB | Year-end balance of all  significant transactions | | Number of significant transactions  at year-end | |
|  | 2023 | 2022 | 2023 | 2022 |
| Loans | 406,005 | 565,330 | 10 | 10 |
| Debt securities measured at amortised cost | 64,132 | 64,913 | 1 | 1 |
| Borrowings, deposits and business accounts | 30,399 | 108,606 | 3 | 3 |
| Guarantees issued and loan commitments | 152,500 | 152,500 | 2 | 2 |

|  |  |  |
| --- | --- | --- |
|  |  | in EUR thousands |
| NLB Group and NLB | Effects in income statement  during the year | |
|  | 2023 | 2022 |
| Interest income from loans | 18,489 | 5,130 |
| Fees and commissions income | 51 | 777 |
| Interest income from debt securities measured at amortised cost and net valuation effects from hedge accounting | 2,411 | (4,940) |
| Interest expenses from borrowings, deposits, and business accounts | - | (99) |

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#### BusinessReport

Strategy

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Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### FinancialReport

Financial Report

#### Contents

9. Events after the reporting date

Subordinated notes

On 24 January 2024, NLB issued subordinated Tier 2

notes in the total nominal amount of EUR 300 million,

10NC5 tenor and ISIN code XS2750306511. In parallel,

NLB conducted a liability management exercise where

it repurchased EUR 219.6 million of its two outstanding

subordinated Tier 2 notes with approaching call dates

with ISIN code XS2080776607 and XS2113139195. The

liability management exercise was concluded on 26

January 2024.

Notice of early redemption of subordinated notes

as of 2 April 2024

NLB will, based on the obtained permission of the

European Central Bank, redeem its subordinated notes

in the aggregate nominal amount of EUR 45 million,

issued on 6 May 2019 and with maturity on 6 May

2029 (ISIN code SI0022103855), before their maturity.

Pursuant to the terms and condition of the notes the

early repayment of principal and accrued and unpaid

interest will be made on the fifth anniversary from the

issuance, being 6 May 2024.

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SB Statement

Key Highlights

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#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### NLB Group Directory

Nova Ljubljanska banka d.d., Ljubljana

Trg republike 2

1000 Ljubljana, Slovenia

Tel: +386 1 476 39 00, +386 1 477 20 00

E-mail: info@nlb.si

www.nlb.si

Blaž Brodnjak, CEO

Antonio Argir, Responsible for Group governance, payments and innovations

Peter Andreas Burkhardt, CRO

Archibald Kremser, CFO

Andrej Lasič, CMO (responsible for Corporate and Investment Banking)

Hedvika Usenik, CMO (responsible for Retail Banking and Private Banking)

#### Slovenian network

Area Branch Ljubljana

Trg republike 2

1000 Ljubljana, Slovenia

Area Branch Northwest and Central Slovenia

Ljubljanska cesta 62

1230 Domžale, Slovenia

Area Branch East Slovenia

Titova cesta 2

2000 Maribor, Slovenia

Area Branch Northeast Slovenia

Rudarska cesta 3

3320 Velenje, Slovenia

Area Branch Southeast Slovenia

Seidlova cesta 3

8000 Novo mesto, Slovenia

Area

Branch Southwest Slovenia

Cesta Zore Perello - Godina 7

6000 Koper, Slovenia

Private Banking

Trg republike 2

1000 Ljubljana, Slovenia

Micro Enterprises

Trg republike 2

1000 Ljubljana, Slovenia

Mobile banking

Trg republike 2

1000 Ljubljana, Slovenia

#### Small and Mid-corporates

Central region

Trg republike 2

1000 Ljubljana, Slovenia

Northwest region

Ljubljanska cesta 62

1230 Domžale, Slovenia

Primorsko-Goriška region

Cesta Zore Perello - Godina 7

6000 Koper, Slovenia

Podravsko-Pomurska region

Titova cesta 2

2000 Maribor, Slovenia

Savinjsko-Koroška region

Kocenova 1

3000 Celje, Slovenia

Dolenjsko-Posavska region

Seidlova cesta 3

8000 Novo mesto, Slovenia

#### CSA & Cross-Border

#### Financing

Trg republike 2

1000 Ljubljana, Slovenia

#### Large corporates

Institutional Investors

Trg republike 2

1000 Ljubljana, Slovenia

Large Corporates

Trg republike 2

1000 Ljubljana, Slovenia

#### Investment Banking and Custody

Trg republike 2

1000 Ljubljana, Slovenia

#### Trade Finance Services

Trg republike 2

1000 Ljubljana, Slovenia

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SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Members of NLB Group

NLB Komercijalna Banka AD Beograd

Bulevar Mihajla Pupina 165v

11070 New Belgrade, Serbia

E-mail: kontakt.centar@nlbkb.rs

www. nlbkb.rs

Vlastimir Vuković, President of the Management Board

Dejan Janjatović, Deputy of the President of the

Management Board

Vladimir Bošković, Member of the Management Board

Bojana Kaličanin - Stojanović, Member of the

Management Board

NLB Banka AD Skopje

Vodnjanska 1

1000 Skopje, North Macedonia

E-mail: info@nlb.mk

www.nlb.mk

Branko Greganović, President of the Management Board

Peter Zelen, Member of the Management Board

Igor Davčevski, Member of the Management Board

NLB Banka a.d. Banja Luka

Milana Tepića 4

78000 Banja Luka, Republic of Srpska,

Bosnia and Herzegovina

E-mail: helpdesk@nlb-rs.ba

www.nlb-rs.ba

Goran Babić, President of the Management Board

Marjana Usenik, Member of the Management Board

12

Ljiljana Krsman, Member of the Management Board

NLB Banka d.d., Sarajevo

Ul. Koševo br. 3

71000 Sarajevo, Bosnia and Herzegovina

E-mail: info@nlb.ba

www.nlb.ba

Lidija Žigić, President of the Management Board

Denis Hasanić, Member of the Management Board

Jure Peljhan, Member of the Management Board

12 Marjana Usenik was a Member of the Management Board until 31 December 2023. Martin Mavrič and Živko Šiftar were appointed as Members of the Management Board starting from 1 January 2024.

13

Mirsad Haskaj was appointed as Member of the Management Board as of 1 January 2024 and Ardian Hasa as of 1 February 2024.

NLB Banka sh.a., Prishtina

Rr. Ukshin Hoti nr. 124

10000 Prishtina, Kosovo

E-mail: qendrakontaktuese@nlb-kos.com

www.nlb-kos.com

Gazmend Kadriu, President of the Management Board

Gem Maloku, Member of the Management Board

13

NLB Banka a.d., Podgorica

Bulevar Stanka Dragojevića 46

81000 Podgorica, Montenegro

E-mail: info@nlb.me

www.nlb.me

Martin Leberle, President of the Management Board

Dražen Vujošević, Member of the Management Board

Lana Đurasović, Member of the Management Board

NLB DigIT d.o.o. Beograd

Omladinskih brigada 90b

11070 New Belgrade, Serbia

E-mail: office@nlbdigit.rs

www.nlbdigit.rs

Vladimir Rupar, Director

Mina Popović, Director

KomBank Invest a.d. Beograd

Kralja Petra 19

11000 Belgrade, Serbia

E-mail: vladimir.garic@kombankinvest.com

www.kombankinvest.com

Vladimir Garić, Director

NLB Lease&Go, leasing, d.o.o., Ljubljana

Šlandrova ulica 2

1231 Ljubljana - Črnuče, Slovenia

E-mail: info@nlbleasego.si

www.nlbleasego.si

Andrej Pucer, Director

Anže Pogačnik, Director

Claus-Peter Martin Mueller, Director

NLB Lease&Go d.o.o. Skopje

Vodnjanska 1

1000 Skopje, North Macedonia

E-mail: info@nlbleasego.mk

www.nlbleasego.mk

Gregor Martinuč, Director

Gjore Andonovski, Director

NLB Lease&Go Leasing d.o.o., Beograd

Mihajla Pupina 165v (prvi sprat)

11070 New Belgrade, Serbia

E-mail: office@nlbleasego.rs

www.nlbleasego.rs

Boris Stević, Chairman of the Executive Board

Michael Krenn, Member of the Executive Board

NLB Cultural Heritage Management Institute, Ljubljana

Čopova ulica 3

1000 Ljubljana, Slovenia

E-mail: irena.cuk@nlb.si

www.bankarium.si

Irena Čuk, Director

NLB Leasing d.o.o., Ljubljana – v likvidaciji

Šlandrova ulica 2

1231 Ljubljana - Črnuče, Slovenia

E-mail: anze.pogacnik@nlbleasing.si

Anže Pogačnik, Liquidator

Prvi faktor d.o.o., v likvidaciji, Ljubljana

Slovenska cesta 17

1000 Ljubljana, Slovenia

E-mail: france.zupan@prvifaktor.si

iztok.zupanc@prvifaktor.si

France Zupan, Liquidator

Iztok Zupanc, Liquidator

Prvi faktor – faktoring d.o.o., Beograd – u likvidaciji

Bulevar Mihajla Pupina 165v

11070 New Belgrade, Serbia

E-mail: zeljko.atanaskovic@prvifaktor.rs

Željko Atanasković, Liquidator

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SB Statement

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#### Report

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Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

Prvi faktor d.o.o. u likvidaciji, Zagreb

Miramarska cesta 24

10000 Zagreb, Croatia

E-mail: info@prvifaktor.hr

Vjekoslav Budimir, Liquidator

NLB InterFinanz AG in Liquidation, Zürich

Beethovenstrasse 48

8002 Zürich, Switzerland

E-mail: info@nlbinterfinanz.ch

Jean-David Barnezet Llort, Liquidator

Polona Žižmund, Liquidator

NLB InterFinanz d.o.o., Beograd – u likvidaciji

Bulevar Mihajla Pupina 165v

11070 New Belgrade, Serbia

Liljana Zoraja, Liquidator

NLB Skladi, upravljanje premoženja, d.o.o., Ljubljana

Tivolska cesta 48

1000 Ljubljana, Slovenia

E-mail: info@nlbskladi.si

www.nlbskladi.si

Luka Podlogar, President of the Management Board

Blaž Bračič, Member of the Management Board

Bankart d.o.o., Ljubljana

Celovška cesta 150

1000 Ljubljana, Slovenia

E-mail: info@bankart.si

www.bankart.si

Aleksander Kurtevski, Director

Tomaž Borštner, Director

LHB Aktiengesellschaft, Frankfurt am Main

Silberbornstrasse 14

D-60320 Frankfurt, Germany

E-mail: matjaz.jevnisek@lhb.de

Matjaž Jevnišek, President of the Management Board

PRIVATINVEST d.o.o. Ljubljana

Dunajska cesta 128A

1000 Ljubljana, Slovenia

E-mail: info@privatinvest.si

Anže Boris Dugar, Director

Julijana Milić, Director

PRO-REM d.o.o., Ljubljana – v likvidaciji

Čopova 3

1000 Ljubljana, Slovenia

E-mail: info@prorem.si

www.nlbrealestate.com

Nataša Batagelj, Liquidator

Andrej Novak, Liquidator

REAM d.o.o., Podgorica

Bul. Džordža Vašingtona br. 102, I. sprat/20

81000 Podgorica, Montenegro

E-mail: gligor.bojic@nlb.me

www.nlbrealestate.com

Gligor Bojić, Director

Marko Furlan, Authorised Representative

OL Nekretnine d.o.o. u likvidaciji, Zagreb

Miramarska 24

10000 Zagreb, Croatia

E-mail: ivan.strek@olnekretnine.hr

Vjekoslav Budimir, Liquidator

Ivan Štrek, Liquidator

REAM d.o.o., Beograd

Bulevar Mihajla Pupina 165v

11070 New Belgrade, Serbia

E-mail: miroslav.zivkovic@ream-srb.com

www.nlbrealestate.com

Miroslav Živković, Director

Bojana Kostandinović, Director

NLB Srbija d.o.o., Beograd

Bulevar Mihajla Pupina 165v

11070 New Belgrade, Serbia

E-mail: office@nlbsrbija.co.rs

www.nlbsrbija.co.rs

Željko Atanasković, Director

NLB Crna Gora d.o.o., Podgorica

Bulevar Džordža Vašingtona 102,

II sprat/38

81000 Podgorica, Montenegro

E-mail: goran.lalicevic@nlb.me

Goran Laličević, Executive Director

Barbara Šink, Authorised Representative

Marko Čelebić, Authorised Representative

S-REAM d.o.o., Ljubljana

Čopova 3

1000 Ljubljana, Slovenia

E-mail: nepremicnine@s-ream.com

www.nlbrealestate.com

Lamija Hadžiosmanović, Director

Miroslav Živković, Director

ARG – Nepremičnine d.o.o.

Vrhniška cesta 30

1354 Horjul, Slovenia

E-mail: matic.kermavnar@cbre.com

Matic Kermavnar, Director

#### Branches and representative Offices of NLB Group members outside their country of residence

NLB InterFinanz AG in Liquidation

Ljubljana Branch in liquidation

Puharjeva ulica 3

1000 Ljubljana, Slovenia

Marko Čelebić, Director

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Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

#### Definitions and Glossary of Selected Terms

AC

Amortised Costs

ALCO

Asset and Liability Committee

ALM

Asset and Liability Management

ALMM

Additional Liquidity Monitoring Metrics

AML/CTF

Anti-Money Laundering and Counter-Terrorism Financing

AT1

Additional Tier 1 capital

AuM

Assets under Management

B2C

Business-to-Consumer

BCA

Baseline Credit Assessment

BCM

Business Continuity Management

BIA

Business Impact Analysis

BiH

Bosnia and Herzegovina

BMR

Benchmarks Regulation

BoS

Bank of Slovenia

bps

Basis Points

BPV

Basis Point Value

CB

Central Bank

CBR

Combined Buffer Requirement

CEE

Central Eastern Europe

CEO

Chief Executive Officer

CET1

Common Equity Tier 1 capital

CFO

Chief Financial Officer

CGU

Cash-Generating Units

CIR

Cost-to-Income Ratio

CISO

Chief Information Security Officer

CMO

Chief Marketing Officer

CoR

Cost of Risk

CRD

Capital Requirements Directive

CRE

Commercial Real Estate

CRM

Customer Relationship Management

CRO

Chief Risk Officer

CRR

Capital Requirements Regulation

CSA

Credit Support Annex

CSD

Central Security Depository

CSR

Corporate Social Responsibility

CSRD

Corporate Sustainable Reporting Directive

CVA

Credit Value Adjustments

DGS

Deposit Guarantee Scheme

DTA

Deferred Tax Asset

DWH

Data Warehouse

EAD

Exposure at Default

EaR

Earnings at Risk

EBA

European Banking Authority

EBRD

European Bank for Reconstruction and Development

ECB

European Central Bank

ECL

Expected Credit Losses

ECRA

Enterprise Compliance Risk Assessment

EEA

European Economic Area

EIB

European Investment Bank

EMIR

European Market Infrastructure Regulation

EPS

Earnings Per Share

ESEF

European Single Electronic Format

E&S

Environmental and Social

ESG

Environmental, Social and Governance

ESMS

Environmental and Social Management System

EU

European Union

EVE

Economic Value of Equity

EWS

Early Warning System

FDI

Foreign Direct Investment

FTE

Full Time Equivalent

FTP

Fund Transfer Pricing

FURS

Financial Administration of the Republic of Slovenia

FVOCI

Fair Value Through Other Comprehensive Income

FVTPL

Fair Value Through Profit or Loss

FX

Foreign Exchange

GAR

Green Asset Ratio

GDP

Gross Domestic Product

GDPR

General Data Protection Regulation

GDR

Global Depositary Receipts

GGB

Government Guaranteed Bonds

HHI

Herfindahl-Hirschman Index

HR

Human Resources

IAS

International Accounting Standard

IASB

International Accounting Standards Board

ICAAP

Internal Capital Adequacy Assessment Process

ICMA

International Capital Market Association

IFRIC

International Financial Reporting Interpretations Committee

IFRS

International Financial Reporting Standard

ILAAP

Internal Liquidity Adequacy Assessment Process

IRB

Internal ratings-based

IRRBB

Interest Rate Risks for Banking Book

IRS

Interest Rate Swaps

ISDA

International Swaps and Derivatives Association

IVS

International Valuation Standards

JST

Joint Supervisory Team

KB

Komercijalna Banka

KDD

Central Securities Clearing Corporation

KPI

Key Performance Indicator

KRI

Key Risk Indicators

LCP

Liquidity Contingency Plan

LCR

Liquidity Coverage Ratio

LECL

Lifetime Expected Credit Losses

![]()

372

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

LGD

Loss Given Default

LPD

Lifetime Probability of a Default

LRE

Leverage Ratio Exposure

LTD

Loan-to-Deposit Ratio

M&A

Mergers and Acquisitions

MA

Master Agreements

MAR

Market Abuse Regulation

MiFID II

Markets in Financial Instruments Directive

MiFIR

Markets in Financial Instruments Regulation Rules

MIGA

Multilateral Investment Guarantee Agency (part of the World Bank Group)

MREL

Minimum Requirement of Own Funds and Eligible Liabilities

MS

Mid-swap

NACE

Statistical Classification of Economic Activities in the European Community

NFC

Non-Financial Corporation

NGW

Negative Goodwill, i.e. Gains from Bargain Purchase

NLB or the Bank

NLB d.d.

NPE

Non-Performing Exposures

NPL

Non-Performing Loans

NPS

Net Promoter Score

NPV

Net Present Value

NSFR

Net stable funding ratio

NZBA

Net-Zero Banking Alliance

OBM

Operational Business Margin

OCI

Other Comprehensive Income

OCR

Overall Capital Requirement

OEM

Original Exposure Method

O-SII

Other Systemically Important Institutions

OU

Organisational Units

p.p.

Percentage Point(s)

P1R

Pillar 1 Requirement

P2eM

Person to e-Merchant

P2G

Pillar 2 Guidance

P2M

Person to Merchant

P2P

Person to Person

P2R

Pillar 2 Requirements

PD

Probability of Default

PMI

Purchasing Managers’ Index

POCI

Purchased or Originated Credit-Impaired

POS

Point of Sale

PSD2

Payments Services Directive

REAM

Real Estate Asset Management

RFR

Risk-Free Rates

RICO

Risk Committee

RICS

Royal Institution of Chartered Surveyors

ROA

Return on Assets

ROE

Return on Equity

RORAC

Return On Risk-Adjusted Capital

RoS

Republic of Slovenia

RSD

Serbian dinar

RWA

Risk Weighted Assets

SEE

South-Eastern Europe

SICR

Significant Increase of Credit Risk

SLA

Service Level Agreements

SME

Small and Medium-sized Enterprises

SPPI

Solely Payment of Principal and Interest

SRB

Single Resolution Board

SREP

Supervisory Review and Evaluation Process

SRF

Single Resolution Fund

SSM

Single Supervisory Mechanism

TCFD

Task force on Climate Related Financial Disclosures

TCR

Total Capital Ratio

TDI

Traded Debt Instruments

The Group

NLB Group

TLTRO

Targeted Longer-Term Refinancing Operations

TREA

Total Risk exposure Amount

TSCR

Total SREP Capital Requirement

UN

United Nations

UN SDG

United Nations Sustainable Development Goals

UNEP FI PRB

United Nations Environment Programme Finance

Initiative’s Principles for Responsible Banking

VaR

Value-at-Risk

VAT

Value Added Tax

ZBan-3

Slovenian Banking Act

ZGD-1

Companies Act

ZPIZ

Slovenian Pension and Disability Insurance Act

ZPPDFT-2

Prevention of Money Laundering and Terrorist Financing Act

ZPPDFT-2A

Act Amending the Prevention of Money Laundering

and Terrorist Financing Act

ZTFI-1

Financial Instruments Market Act

ZVKNNLB

Slovenian Act for Value Protection of Republic of Slovenia’s

Capital Investment in Nova Ljubljanska banka d.d., Ljubljana

ZVOP-2

Slovenian Personal Data Protection Act

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373

NLB Group

Annual Report

2023

#### Overview

MB Statement

SB Statement

Key Highlights

#### Business

#### Report

Strategy

Risk Factors &

Outlook

Sustainability

Performance

Overview

Segment Analysis

Risk Management

#### Financial

#### Report

Financial Report

#### Contents

NLB d.d., Ljubljana

nlb.si

NLB d.d.

Production:

Saatchi & Saatchi Ljubljana

Photographs:

Archive of NLB

and

Archives of Sports Associations and Clubs

All rights reserved: NLB d.d., Ljubljana

Ljubljana, April 2024