Publishing of the Decisions Taken at the 24Th General Metting of Deželna Banka Slovenije

Publishing of the decisions taken at the 25th General Meeting of Deželna banka Slovenije

The Management Board of Deželna banka Slovenije d.d. does hereby publish decisions taken at the 25th General Meeting of the shareholders on the 16-06-2011, which took place at the seat of the bank at Kolodvorska 9, Ljubljana. The shareholders holding 3.644.201 shares, which represents 97,36 % of the subscribed capital of the Bank, were present at the General Meeting. The capital of the bank is divided into 3.783.000 shares, of which 3.754.033 shares had voting rights.

The part of the voting rights of the first five biggest shareholders represented 88,94 % with regards to all the shareholders present, or 86,60 % with regards to all the shares of the Bank

with voting rights.

The biggest shareholders present at the Meeting and their part with regards to all shares with voting right:

1. Kapitalska zadruga, z. o. o, Ljubljana 46,32 %

2. KD Group, d. d., Ljubljana 21,07 %

3. KD Kapital, d.o.o., Ljubljana, 10,08 %

4. Banca di Cividale, S.p.A., Cividale, Italy 5,62 %

5. Zadružna zveza, Ljubljana 3,50 %

Decisions taken at the General Meeting

1. Opening of the AGM, electing the AGM Chairman and Verification Committee, and recording the presence of the notary public.

Proposed resolution:

The Management Board and Supervisory Board propose that the AGM pass the following resolution:

1.1. The AGM hereby elects:

a) AGM Chairman: dr. Konrad Plauštajner

b) Verification Committee:

- Chairman: Miroslav Pirc

- Member: Betka Tavčer Jurček.

1.2. The notarial protocol of the AGM will be drawn up by notary public Bojan Podgoršek.

The decision was taken in the proposed substance. 100% of the shares voted for its adoption.

2. Supervisory Board report on its work and Supervisory Board Report on Reviewing and Approving the Deželna banka Slovenije d. d. Annual Report for financial year 2010, and Supervisory Board's opinion of the Independent Auditor's Report for financial year 2010.

Proposed resolution:

The Management Board and Supervisory Board propose that the AGM pass the following resolution:

2.1. The AGM of Deželna banka Slovenije d. d. has considered the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and has accepted the Supervisory Board Report on Reviewing and Approving the Deželna banka Slovenije d. d. Annual Report for financial year 2010, along with the Board's affirmative opinion with respect to the Independent Auditor's Report for financial year 2010 as issued by certified auditors UHY Revizija in svetovanje d.o.o., Ljubljana.

The decision was taken in the proposed substance. 100% of the present shares voted for the adoption.

The shareholder KD Group d.d. has put forward a counter proposal with the following substance:

»2.1. The AGM of Deželna banka Slovenije d. d. has considered the Deželna banka Slovenije d. d. Annual Report for financial year 2010 and the Supervisory Board Report on Reviewing and Approving the Deželna banka Slovenije d. d. Annual Report for financial year 2010 along with the Board's affirmative opinion with respect to the Independent Auditor's Report for financial year 2010 as issued by certified auditors UHY Revizija in svetovanje d. o. o., Ljubljana.«

The decision was adopted in the substance, proposed by the Management Board and Supervisory Board. 66,205 % of the present shares (2.303.316 shares) voted for the adoption. 33,795 % of the present shares voted against the adoption.

3. Internal Audit Department Report on Internal Auditing of the Bank in 2010, and Supervisory Board's opinion.

Proposed resolution:

The Management Board and Supervisory Board propose that the AGM pass the following resolution:

3.1. The AGM of Deželna banka Slovenije d. d. has accepted the Internal Audit Department Report on Internal Auditing of the Bank in 2010 along with the Supervisory Board's affirmative opinion.

The shareholder KD Group d.d. has put forward a counter proposal with the following substance:

»3.1. The AGM of Deželna banka Slovenije d. d. has considered the Internal Audit Department Report on Internal Auditing of the Bank in 2010 along with the Supervisory Board's affirmative opinion.«

4. Declaration of and proposed distribution of accumulated profit for financial year 2010, and proposed discharges from liability of the Management Board and Supervisory Board for financial year 2010.

Proposed resolution:

The Management Board and Supervisory Board propose that the AGM pass the following resolution:

4.1. Accumulated profit for financial year 2010, amounting to a total EUR 1,104,471.61, shall be distributed as follows:

- EUR 828,353.71 to other revenue reserves,

- EUR 276,117.90 to retained earnings.

4.2. The AGM hereby discharges the Bank's Management Board from liability in respect of their management for financial year 2010.

4.3. The AGM hereby discharges the Bank's Supervisory Board from liability in respect of their supervision for financial year 2010.

The decision was adopted in the proposed substance. 99,726 % of the present shares (3.634.201 shares) voted for the adoption of decision 4.1., while 0,274 % of the present shares voted against the adoption.

63,205 % of the present shares (2.303.316 shares) voted for the adoption of decision 4.2 and 4.3., while 33,795 % of the present shares voted against the adoption.

5. Report on acquisition of own shares.

Proposed resolution:

The Management and Supervisory Boards propose that the AGM pass the following resolution:

5.1. The AGM has considered the report on the acquisition of own shares in the period from 18 May 2010 to 10 May 2011.

The shareholder KD Group d.d. has put forward a counter proposal with the following substance:

»5.1. Within eight working days after the AGM the Management Board will have publicly disclosed the requisite report on the acquisition of own shares.«

The decision was adopted in the substance, proposed by the Management Board and Supervisory Board. 66,205 % of the present shares (2.303.316 shares) voted for the adoption and 33,795 % of the present shares voted against the adoption.

6. Appointing the auditor to audit the Deželna banka Slovenije d. d. Annual Report and the Deželna banka Slovenije d. d. Group Annual Report for financial year 2011.

Proposed resolution:

The Management and Supervisory Boards propose that the AGM pass the following resolution:

6.1. The AGM of Deželna banka Slovenije d. d. hereby appoints certified auditors Deloitte Revizija d.o.o., Davčna ulica 1, Ljubljana, to audit the Deželna banka Slovenije d. d. Annual Report and the Deželna banka Slovenije d. d. Group Annual Report for financial year 2011.

The decision was taken in the proposed substance. 100% of the shares voted for its adoption.

7. Amendments and supplements of the Deželna banka Slovenije d. d. Statutes.

Proposed resolution:

The Management and Supervisory Boards propose that the AGM pass the following resolution:

7.1. The AGM hereby adopts the amendments and supplements of the Deželna banka Slovenije d. d. Statutes, which are an integral part of this resolution.

7.2. The AGM hereby authorizes the notary public here present to draw up a clean copy of the Statutes, including therein all the adopted amendments and supplements as mentioned in the previous item of this resolution.

The shareholder KD Group d.d. has put forward a counter proposal with the following substance:

Our counterproposal to the proposed amendments of the Statutes includes all the proposed amendments and supplements as proposed by the DBS d. d. Management Board and Supervisory Board under the respective item of the agenda, together with the following additional proposals:

Proposed amendment of Article 8 of the Statutes:

We propose that the provisions of paragraphs 1, 2 and 3 of Article 8 be deleted.

Proposed supplement of the Statutes by adding a new Article, no. 28 a, reading:

»The Bank's bodies shall act in compliance with corporate governance standards as stipulated by the Slovene Corporate Governance Code in force from time to time. The General Meeting may approve potential deviations from it as proposed by the Management Board and Supervisory Board, provided that a ¾ majority of the Bank's represented share capital present votes in favour.«

Proposed supplement of Article 48 of the Statutes by adding a new indent, no. 11, reading:

» – approving deviations from the Corporate Governance Code,«

63,205 % of the present shares (2.303.316 shares) voted for the adoption of decision, proposed by the Management Board and the Supervisory Board. 33,795 % of the present shares voted against the adoption.

36.795 % of the present shares (1.340.885 shares) voted for the adoption of decision, proposed by the shareholder. 63,205 % of the present shares voted against the adoption. None of the proposed decision was adopted. (75 %-majority voting was required for the adoption of either decision.)

8. Approval of authorized capital with respect to the Bank’s issue of bonds under the guarantee of the Republic of Slovenia (additional supplement of the Deželna banka Slovenije d. d. Statutes).

Proposed resolution:

The Management and Supervisory Boards propose that the AGM pass the following resolution:

8.1. A new Article, no 16, shall be added to the Deželna banka Slovenije d. d. Statutes (notarized clean copy dated 27 June 2008), which shall read:

»Authorized Capital / Article 16:

The Bank Management Board is authorized to increase the Bank's share capital by issuing shares for non-cash contributions (authorized capital), whereby the increase may amount to max. EUR 7,893,089.74, which is one half of the Bank total share capital. The capital shall be increased in the five-year period after this amendment of the Statutes had been entered into the court register of companies and only after the Management Board had obtained prior consent from the Supervisory Board.

Shares shall only be issued provided they are paid in by the Republic of Slovenia by means of a non-cash contribution – its claim with the Bank from calling on a guarantee as provided for in Article 86 a of the Public Finance Act. The auditor need not examine the issue of shares for non-cash contributions provided the legal requirements are met. In case of a new issue of shares for non-cash contributions the pre-emptive right of existing shareholders shall be fully excluded to the benefit of the Republic of Slovenia.

Over the course of the relevant five years the Management Board may increase share capital several times; however, the aggregate amount of capital increases from all resolutions cannot exceed the nominal amount stipulated in this provision.«

8.2. The AGM hereby authorizes the present notary public to draw up a clean copy of the Statutes to include the additional supplement from the previous item of this resolution.

63,205 % of the present shares (2.303.316 shares) voted for the adoption of decision. 33,795 % of the present shares voted against the adoption. The decision was not adopted (75 %-majority voting was required for the adoption.)

Announced actions for annulment.

There were no actions for annulment announced at the General Meeting.

Deželna banka Slovenije d.d.

Management Board