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Summary Prospectus for the Public
Offering of Shares of Nova Ljubljanska
banka d.d., Ljubljana
Ljubljana, February 2011
1. Summary Prospectus for the Public Offering of Shares of Nova Ljubljanska banka
d.d., Ljubljana
2. Share issuer
Nova Ljubljanska banka d.d., Ljubljana, Trg Republike 2, 1520 Ljubljana (hereinafter: the Bank, the
NLB or the Issuer).
The share capital of the Issuer as entered in the Companies Register amounts to EUR 74,327,758.31.
3. Type of shares
The shares of the Issuer are ordinary, freely transferable, registered, no-par value shares issued in
dematerialised form, coded NLB and with the ISIN code SI0021103526. Each new share gives the
holder the same rights as the existing ordinary shares of the Bank with which the new shares form the
same class.
4. Value of the increase in share capital
Total value of the increase in share capital based on the share issue to which this Prospectus refers is
EUR 17,986,755.13 maximum.
Share capital of the Issuer, which amounts to EUR 74,327,758.31 and is divided into 8,905,952
ordinary, freely transferable, registered, no-par value shares, shall after the resolution on the share
capital increase is registered total EUR 92,314,513.44 and be divided into no more than 11,061,125
ordinary, freely transferable, registered, no-par value shares.
5. Number of shares
The Issuer shall issue no more than 2,155,173 ordinary, freely transferable, registered, no-par value
shares, which are the subject matter of this Prospectus.
6. Share selling price
The issued shares shall be sold at EUR 116.00 per share so that the total value of the issue, which is
the subject of this Prospectus, will be no more than EUR 250,000,068.00.
7. Rights attached to shares
The newly issued shares shall be according to the contents of rights equal to the existing ordinary
registered shares of the Issuer, coded NLB, and shall grant the shareholders the right to:



participate in the management of the Issuer (each share shall grant a shareholder one vote at the
General Meeting of Shareholders);
profit sharing (dividends);
a corresponding part of the remaining assets in the case of liquidation or bankruptcy initiated
against the Issuer.
According to Article 337 of the Companies Act (ZGD-1) the existing shareholders have the preemptive right to subscribe new shares in proportion to their stakes in the Issuer's share capital.
Dividends shall be paid in the manner prescribed in the resolution of the General Meeting of
Shareholders on the allocation of distributable profit.
8. Opening and closing date of the public offering
The Prospectus, the Summary Prospectus and the Notice of the Issuer's public offering
(advertisement) is published in the SEOnet system (seonet.ljse.si), the 'Delo' newspaper and on the
website of the Issuer (www.nlb.si).
The public offering of shares shall begin within 7 days of the publication of the Prospectus and shall be
carried out in two tranches; the investors will be informed of the exact dates for subscription and
payment by means of a notice in relation to the Issuer’s public share offering (advertisement).
The first tranche of offering:
The first tranche of offering shall last 15 calendar days.
In the first tranche of offering, the shares shall be offered to the Issuer's existing shareholders who are
on the day the Securities Market Agency (hereinafter: the ATVP) issues a decision approving the
Prospectus (record date) entered in the Share Register and who have the pre-emptive right to
subscribe new shares in proportion to their stakes in the Issuer share capital. The number of new
shares to which the existing shareholders are entitled on the basis of the above provision shall be
calculated on the basis of the ratio between the number of the new shares and the number of the
existing shares of the Issuer (ratio 0.241992), taking into account the number of the existing shares of
each individual holder of the pre-emptive right, whereby the number of new shares to which an eligible
shareholder is entitled shall be equal to the closest whole number.
After the first tranche of offering, individual subscribers from the first tranche are allocated as many
new shares as they have subscribed and paid in full in the first tranche, in accordance with the
previous paragraph.
Second tranche of offering
The potential second tranche of offering shall open within 7 days following the close of the first tranche
and shall last for 8 calendar days.
The remaining new shares that are not subscribed and paid in full by the existing shareholders in the
first tranche (available shares for the second tranche of offering) shall be offered to all investors in the
second tranche, whereby every investor may subscribe and pay the total number of new shares
available for the second tranche of offering.
After the completed offering of new shares in the second tranche, provided that all new shares
available for the second tranche of offering are subscribed and pail in full in the second tranche,
individual subscribers from the second tranche shall be allocated as many new shares as they have
subscribed and paid in full in the second tranche; in the case of excess subscription, each subscriber
from the second tranche of offering is allocated a number of new shares in proportion to the number of
new shares subscribed and paid in full by an individual subscriber in the second tranche of offering,
which is the same as the number of new shares available for the second tranche of offering in relation
to the total number of new shares subscribed and pail in full by all subscribers in the second tranche of
offering.
Other conditions applying to share sale
If all available shares cannot be allocated on the basis of the calculation of the number of allocated
shares in the second tranche of offering or if there are not enough available shares for allocation, the
Issuer reserves the right to round the figures in a way to enable distribution of all available shares in
the second tranche. If in spite of applying the rounding referred to in the previous sentence, it is still
not possible to distribute all available shares, the Issuer reserves the right to allocate shares according
to the order of their subscription and payment in the second tranche.
Should the subscribed and paid shares in the second tranche of offering exceed the number of shares
available for the second tranche of offering, there is a risk that a subscriber and payer of shares in the
second tranche of offering would not become the owner of the full number of shares paid.
The Issuer shall inform every shareholder who as at the cut-off date is entered in the Issuer's Share
Register about the issue procedure and the number of shares that such a shareholder is entitled to
subscribe.
In the case of excess subscription and payment of shares in the second tranche of the share offering,
the Issuer shall inform each subscriber in writing about the number of allocated shares.
The Issuer shall inform every shareholder who as at the record date is entered in the Issuer's Share
Register about the issue procedure and the number of shares that such a shareholder is entitled to
subscribe.
In the case of excess subscription and payment of shares in the second tranche of the share offering,
the Issuer shall inform each subscriber in writing about the number of allocated shares.
The Issuer shall within three working days after a tranche of offering is closed publish the results of the
offering in the SEOnet system, the 'Delo' newspaper and on its website.
The Issuer did not determine the threshold level of the offering, which means that the offering will be
successful regardless of the number of subscribed and paid shares, provided that at least one share is
subscribed and paid.
If the share capital increase is not entered in the Companies Register by 31 December 2011 at the
latest, the subscription shall be non-binding and the Issuer shall within 15 days reimburse the
subscribers all funds paid for the shares and still outstanding, together with interest charged for the
period from the funds being received in the Issuer's account until the reimbursement date at the
interest rate equalling the rate applied to sight deposits made with the Issuer, with the relevant amount
being credited to the accounts stated by the share subscribers in the subscription certificates for this
purpose. If a subscriber fails to provide to the Issuer complete data needed for reimbursement of funds
according to this paragraph, the interest accrual on these funds shall stop on the day the Issuer
reimburses funds to other subscribers who have provided such data in the subscription certificates.
After the closure of the public offering, the Issuer shall register in the shortest time possible the
resolution on the share capital increase in the Companies Register and is aware of no reason why
such a resolution should not be entered in the Companies Register by 31 December 2011.
All other terms and conditions of the offering are defined in greater detail in item 5 of the Prospectus.
9. Subscription points
Shares shall be subscribed by filling in and signing a subscription statement (subscription certificate)
at the branches of the Issuer stated below, during the regular working hours of these branches, except
for the last working day of each tranche of offering, when shares may be subscribed only until 1 p.m.
Share subscription
Shares will be subscribed at the following subscription points of the NLB in both tranches of the
offering:
Subscription point
Registered office
Town
Working hours
(only during workdays)
Ljubljana Center Branch Office
1
Quick Service and Consulting Branch
Trg republike 2
1520 Ljubljana
8.00-18.00
2
Poslovalnica Mestna hranilnica ljubljanska
Čopova ulica 3
1520 Ljubljana
8.30-13.00 and 15.00-17.00
Celovška cesta 89
1520 Ljubljana
8.30-13.00 and 15.00-17.00
Šiška - Bežigrad Branch Office
3
Šiška Branch
4
Bežigrad Branch
Linhartova cesta 3
1520 Ljubljana
8.30-13.00 and 15.00-17.00
Jerebova ulica 14
1270 Litija
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Moste Branch Office
5
Litija Branch
Vič – Notranjska Branch Office
6
Vič Branch
Cesta na Brdo 9
1520 Ljubljana
8.30-13.00 and 15.00-17.00
7
Vrhnika Branch
Trg Karla Grabeljška 2 a
1360 Vrhnika
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
8
Postojna Branch
Vojkova ulica 9
6230 Postojna
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Trg zbora odposlancev 66
1330 Kočevje
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Kočevje Branch Office
9
Kočevje Branch
Gorenjska and Kamnik Branch Office
10
Kranj Branch
Koroška cesta 21
4000 Kranj
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
11
Duplica Branch
Ljubljanska cesta 45
1241 Kamnik
9.00-17.00
Savinjsko - Šaleška Branch Office
12
Rudarska Branch
Rudarska cesta 3
3320 Velenje
9.00-18.00
13
Celje Branch
Mariborska cesta 1
3000 Celje
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Podravje Branch Office
14
Maribor Branch
Titova cesta 2
2000 Maribor
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
15
Prešernova Branch
Prešernova ulica 6
2250 Ptuj
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Dolenjska and Bela krajina Branch
Office
16
Seidlova Branch
Seidlova cesta 3
8000 Novo mesto
8.00-18.00
17
Črnomelj Branch
Trg svobode 2
8340 Črnomelj
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Trg Matije Gubca 1
8270 Krško
8.30-17.00
Trg zmage 7
9000 Murska
Sobota
8.00-17.00
Bevkov trg 3
5000 Nova Gorica
8.00 a.m.-12.00 noon and
2.30-5.00 p.m.
Pristaniška ulica 45
6000 Koper
8.00-13.00 and 15.30-17.00
Posavje-Krško Branch Office
18
Krško Branch
Pomurje Branch Office
19
Murska Sobota Branch
Nova Gorica Branch Office
20
Nova Gorica Branch
Koper Branch Office
21
Koper Branch
Domžale Branch Office
22
Domžale 1 Branch
Ljubljanska cesta 62
1230 Domžale
8.00-18.00
Glavni trg 30
2380 Slovenj
Gradec
8.30-13.00 and 15.00-17.00
Trg revolucije 25 c
1420 Trbovlje
8.00-18.00
Koroška Branch Office
23
Slovenj Gradec Branch
Zasavje Branch Office
24
Trbovlje Branch
Share payment
Shares must be paid in on the day on which they are subscribed, by the end of that working day.
The shares shall be deemed subscribed only if fully paid. The shares shall be paid in cash, in EUR, to
the transaction account of the Issuer.
The shares shall be deemed paid if the relevant amount for the payment of shares is in due time
credited to the transaction account of the Issuer stated in the subscription certificate.
10. Other important facts related to the Issuer
The year 2010 witnessed a wide expansion of the international financial crisis, the first impacts of
which started occurring already in the second half of 2007, which affected even more significantly the
operations of economies and international banking institutions – including the NLB. Therefore, the
NLB additionally reinforced all the activities related to the planning and provision of liquidity, both
operational and structural.
Unfavourable economic situation or developments in the real sector influenced the quality of the
Bank’s portfolio, which is deteriorating, thus requiring the establishment of additional impairments and
provisions. As a result of the recession and economic and financial crisis the focus of the Bank stays
on liquidity and portfolio quality management.
10.1. Key financial data of the NLB Group and the NLB
NLB Group
Table: Key financial data of the NLB Group
Income statement indicators (in millions of EUR)
Net interest income
Net non-interest income
Total costs
Profit before tax
Profit of minority shareholders
Profit after tax
Balance sheet indicators (in millions of EUR)
Total assets
Loans to non-banking sector
Deposits by non-banking sector
Capital
Minority interest
Key indicators
Return on equity (ROE) before tax
Return on average assets (ROA) before tax
Cost/income ratio
Capital adequacy
International credit ratings
Moody's
2007
2008
2009
2010*
429
254
412
183
8
131
476
189
423
38
2
21
423
215
415
-86
1
-87
437
203
393
-227
-3,7
-202
18,308
11,943
9,169
1,041
82
18,918
12,917
9,465
1,275
62
19,606
12,333
10,741
1,218
26
17,889
11,880
10,387
1,012
21
17.8%
1.1%
60.3%
10.8%
3.1%
0.2%
63.7%
11.8%
-7.5%
-0.5%
65.2%
10.7%
-17.5%
-1.1%
61.5%
10.2%
Aa3
Aa3
A1
A3
Fitch
A-
A-
A-
A-
*Data for the year 2010 have been prepared on the basis of unaudited financial statements.
Nova Ljubljanska banka d.d., Ljubljana
Table: Key financial data of NLB d.d.
Income statement indicators (in millions of EUR)
Net interest income
Net non-interest income
Total costs
Profit before tax
Profit after tax
Balance sheet indicators (in millions of EUR)
Total assets
Loans to non-banking sector
Deposits by non-banking sector
Capital
Key indicators
Return on equity (ROE) before tax
Return on average assets (ROA) before tax
Cost/income ratio
Market share in terms of total assets
Capital adequacy
Key indicators per share
Number of shares
Nominal value (in EUR)
Book value (in EUR)
Net earnings per share (EPS)
2007
2008
2009
2010*
268
197
260
148
118
286
159
262
56
49
249
177
253
-23
-24
267
152
248
-206
-184
13,918
8,927
7,075
897
14,477
9,719
7,071
1,198
15,509
9,457
8,191
1,178
13,830
9,200
7,664
986
18.8%
1.2%
55.9%
33.0%
11.6%
5.3%
0.4%
58.9%
30.5%
11.9%
-1.9%
-0.2%
59.4%
29.8
10.4%
-16.2%
-1.2%
59.3%
27.4%
10.0%
8,007,748
8.3
106.8
15.4
8,905,952
8.3
135.0
5.9
8,905,952
8.3
132.7
0
8,905,952
8.3
111.2
0
*Data for the year 2010 have been prepared on the basis of unaudited financial statements.
10.2. Other relevant facts
On 30 June 2009, the NLB's General Meeting of Shareholders adopted a resolution on the
amendment to the Articles of Association of the NLB, authorising the NLB's Management Board to
increase, during the period of five years after the entry of the said amendment to the Articles of
Association in the Court Register, the Bank’s share capital once or several times by no more than
EUR 37,163,879.15 (authorised capital), subject to the approval of the Supervisory Board and not
subject to any additional resolution of the General Meeting of Shareholders. For the amount of the
authorised capital equalling the increased share capital, a total of no more than 4,452,976 new
ordinary or preference shares may be issued at the issue price specified by the Management Board
subject to the approval of the Supervisory Board. The new shares shall be issued with the pertaining
rights, under the terms and conditions and in the manner specified in a relevant Management Board’s
resolution on capital increase and issue of new shares. New shares can be issued against payment in
cash, non-cash contribution or real takeover, if this is in accordance with the regulations applicable at
the time of adopting the resolution on increasing the share capital and on issuing new shares arising
from the authorised capital.
The amendment to the Articles of Association dated 30 June 2009 was entered into the Companies
Register on 14 July 2009.
After the capital increase based on this Prospectus, the Management Board of the Issuer may
increase share capital through authorised capital by at least EUR 19,177,124.02, for which at least
2,297,803 additional new shares may be issued.
The implementation of the adopted strategy requires active capital management, i.e. the provision of
such capital adequacy as corresponds to the requirements of the regulators and the NLB's risk profile.
To this end, an increase in the Bank's capital is projected besides other measures, which will enable
the fulfilment of regulatory requirements according to Basel III and faster achievement of strategic
goals in the field of capital.
According to the information available to the Issuer, the shareholder Republic of Slovenia expressed
an intention to exercise the pre-emptive right to subscription and payment of offered shares. The
Issuer has no information whether other shareholders holding more than 5% of the Bank's shares and
the members of the Issuer's Management Board who are shareholders will subscribe and pay shares.
The financial information in this Prospectus, referring to the business year 2010 has been compiled on
the basis of unaudited financial statements of the Issuer for 2010.
Risks associated with the Issuer and the shares


The Issuer is a commercial bank or depository financial intermediary exposed to market,
operational, financial, development and other risks during its regular operations. The Issuer
controls the abovementioned areas of risks in accordance with the mechanisms, procedures and
internal policies adapted to legal standards and regulations. The description of potential risks and
the method of managing such risks with the aim of reducing them are presented in greater detail in
Chapter 2 of this Prospectus.
The shares of the Issuer are not listed on the regulated securities market. They can be freely
traded outside the regulated securities market, which nevertheless represents the risk for the
holder due to the fact that it may not be possible to sell the shares at the desired time (liquidity
risk) and at the expected price (market risk).
Credit ratings of the Issuer
The following investment risk ratings have been assigned to the NLB by the leading international
rating agencies Moody's and FITCH:
Table: Latest credit ratings of the Issuer
Agency
Long-term
assessment of
credit risk
Short-term
assessment of
credit risk
Future outlook
Other
Slovenia
Moody’s
A3
Prime-2
Negative
Aa2
Fitch
A-
F2
Stable
Bank’s financial
strength rating:
D+
Individual
assessment: C/D
Support
assessment: 1
The rating agency Moody’s last changed its Issuer credit ratings in September 2010.
The international rating company Fitch confirmed the current credit rating of the NLB in December
2010. The Bank thus maintained the Long-term Issuer Default Rating 'A-', the Short-term Issuer
Default Rating) 'F2', the Individual Rating 'C/D' and the Support rating '1'. The assessment of the
Rating Outlook did not change either (‘stable’). The Agency included the Individual Rating on the
Rating Watch Negative and justified such decision with the deterioration of credit portfolio and the
Bank’s capital position.
AA
Changes in ratings
Other facts that are important for the decision of the investors are given in the Prospectus for the
public offering of shares.
11. The stockbrokers participating in the public offering of shares
The Issuer shall itself carry out all the procedures related to the organisation and implementation of
share subscription and payment.
12. Important notice
Together with this summary of the Prospectus, the Prospectus containing detailed data that enable an
insight into the Issuer’s legal status, its financial position, business opportunities and rights arising
from shares has also been compiled. During subscription of shares the Prospectus is available at all
subscription points, at the headquarters of the Issuer and on the website of the Issuer.
The Summary Prospectus should be considered as an introduction to the Prospectus and must be
read together with the Prospectus. An investor’s decision to buy shares must be based on the
information provided by the entire Prospectus.
If an investor initiates legal proceedings as the plaintiff in relation to the information contained in the
Prospectus, the investor shall at their expense provide the translation of the Prospectus into the official
language of the court prior to the start of proceedings.
The persons who have compiled the Prospectus, including its translation, and required its notification,
shall be liable for damages, but only if the Summary Prospectus is misleading, inaccurate or internally
inconsistent, when assessed together with other sections it contains.