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Minority shareholders challenge NLB Komercijalna Banka’s forced buyout

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During three days in April, minority shareholders of NLB Komercijalna banka, who owned priority shares, will continue non-litigation proceedings before the Commercial Court in Belgrade. They aim to prove that the majority shareholder, Slovenian NLB, undervalued their shares in the forced buyout.

While owners of ordinary shares received 4,532.2 dinars each, the buyer set aside only 1,000 dinars for priority securities. NLB Komercijalna banka argues that everything was done in accordance with applicable laws.

Nova Ljubljanska banka exercised its right to forcibly buy out the remaining shares of NLB Komercijalna banka after acquiring 90% ownership in the summer of 2022. This initiated a prolonged struggle for minority co-owners to prove they were harmed.

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The key difference between common and preferred shares is that the owners of preferred shares do not participate in decision-making.

“The price at which the shares will be bought back is determined in accordance with Article 475 of the Law on Business Companies and the Report of the authorized auditor BDO doo Belgrade dated May 30, 2022. It represents the highest determined value of ordinary and preferred shares,” stated the notice sent to shareholders by the Executive Board of NLB Komercijalna banka.

The dispute arose because NLB marked the nominal value of shares as the book value during the forced buyout. Minority shareholders argue this is contrary to regulations, corporate practice, and bank-provided data.

“We cannot do anything about it except initiate this expensive and lengthy non-litigation procedure,” stated Dragomir Ostojić, one of the affected shareholders.

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NLB Komercijalna banka responded that the shares were bought at prices determined by applicable regulations and that the non-litigation proceedings are ongoing.

The last hearing in the procedure has been postponed, and new dates are set for April 10th, 11th, and 12th. If the minority shareholders prove they were deprived, other shareholders not involved in the procedure may also be entitled to the higher price.

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