EN ECB -PUBLIC  
 
OPINION OF THE EUROPEAN CENTRAL BANK  
of 9 July 2019 
on the payment of funds to un informed holders of subordinated bonds and minority shareholders 
who held shares in  banks  in which the Republic of Slovenia  had a majority shareholding  affected 
by Banka Slovenije’s extraordinary measures  
(CON/201 9/26) 
 
Introduction and legal basis  
On 10 May  2019  the European Central Bank (ECB) received a request from the President of the 
Slovenian National Assembly  for an opinion on a draft law on payment of funds to un inform ed holders of 
subordinated bonds and minority shareholders who held shares in banks  in which the state had a majority 
shareholding  affected by  Banka Slovenije’s extraordinary measures adopted on 17 December 2013, 1 9 
November 2014 and 16 December 2014 ( hereinafter the ‘draft law ’). 
The ECB’s competence to deliver an opinion is based on Articles  127(4) and 282(5)  of the Treaty on the 
Functioning of the European Union and the third indent of Article 2(1) of Council Decision 98/415/EC1, as 
the draft law relates to Banka Slovenije, as well as  the specific  tasks conferred upon the ECB pursuant to 
Article 127(6) of the Treaty concerning the prudential supervision of credit institutions . In accordance with 
the first sentence of Article 17.5 of the Rules of Procedure of the European Central Bank, the Governing 
Council has adopted this opinion.  
 
1. Purpose  of the draft law  
1.1 The purpose of the draft law is to compensate the minority shareholders of credit institutions  in 
which the state had a majority shareholding for politically motivated, non- economical and 
ineffective governance of the relevant  credit institutions by the Republic of Slovenia and to 
compensate the holders of qualified  liabilitie s who were misled into investing in subordinated bonds 
by those credit institutions.  
1.2 The draft law sets out  the grounds and procedural rules for payment of compensation to the 
minority shareholders in the relevant credit institutions and  holders of qualified liabilities in the 
relevant credit institutions which were written off as a consequence of the extraordinary measures 
concerning the recapitalisation of six Slovenian credit institutions adopted by  Banka Slovenije on 
17 December 2013, 19 November 2014 and 16 December 2014. Banka Slovenije ordered the 
                                                 
1   Council Decision 98/415/EC of 29 June 1998 on the consultation of the European Central Bank by national 
authorities regarding draft legislative provisions (OJ L 189, 3.7.1998, p. 42).  
ECB -PUBLIC  
2 credit institutions to write- off all eligible liabilities, including equity capital, hybrid capital and 
subordinated debt , without offering compensation.  
1.3 The beneficiaries under the draft law are natural persons who were:  (1) minority shareholders of 
Nova Kreditna banka Maribor d.d. or Nova L jubljanska banka d.d. on 17 December 2013 and 
registered in the central registry of dematerialised securit ies as such , and (2) holders of qualified 
liabilities in the credit institutions affected by  the relevant extraordinary measures adopted by 
Banka Slovenije  on 17 December 2013, 19 November 2014 and 16 December 2014.  
1.4 The draft law regulates the calculati on of payments and limits the amount of payments to be made 
to beneficiaries to a maximum  of EUR 10  000 per shareholder and EUR 100  000 per qualified 
liabilit y The amount to be paid to each shareholder is determined by multiplying the number of 
ordinary, regist ered, freely transferable shares with voting rights owned by each shareholder that 
was registered in the central registr y of demateriali sed securities on 17 December 2013 by the 
book value of such shares  as on 31 December 2012.  The basis for the compensation to be paid to 
the former holders of qualified liabilities is the principal amount increased by the amount of interest 
agreed between the creditor and the bank  at the time the purchase agreement was concluded.  The 
beneficiaries will be compensated within 30 days after the draft law enters into force.  Moreover, the 
draft law specifies that in cases where beneficiaries are awarded damages in other court 
proceedings, any amounts paid under the draft law would be s et off against such damages.  
1.5 Banka Slovenije has an obligation under the draft law to gather information and data regarding 
each beneficiary  who is a holder of qualified liabilities affected by  the relevant extraordinary 
measures adopted by  Banka Slovenije, including the name and address of such beneficiaries and 
the date and amount of their claims . Banka Slovenije must  provide the detailed information to the 
relevant ministry within three working days after the adoption of the draft law.  
1.6 The draft law provides that all costs related to the pay ments will be paid by the Republic of 
Slovenia.  
 
2. Observations    
2.1 The ECB understands that the information and data to be provided by Banka Slovenije under the 
draft law is limited to information and data relating to the holders of qualified liabilities that were 
affected by  the relevant extraordinary measures adopted by  Banka Slovenije. This i nformation and 
data were obtained on the basis of Slovenian legislation before the Single Supervisory Mechanism  
was established pur suant to Council Regulation (EU) No 1024/20132 and, in any case,  will not be 
used under the draft law in a way that would affect the tasks conferred upon the ECB pursuant to 
that Regulation.  
2.2 The ECB understands that the draft law constitutes  a cooperation arrangement between Banka 
Slovenije and the relevant ministry  responsible for the implementation of the draft law. The draft 
                                                 
2  Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the European Central Bank 
concerning policies relating to the prudential supervision of credit institutions ( OJ L 287,  29.10.2013,  p. 63) . 
ECB -PUBLIC  
3 law provides that Banka Slovenije must  provide information and data relat ing to the holders of 
qualified liabilities that were affected by  the relevant extraordinary measures adopted by  Banka 
Slovenije  to the authorities . In this respect, t he ECB notes the principle of financial independence of 
national central banks  which requires that Member States do not put their national central bank s in 
a position where they have insufficient financial resources to carry out their Eurosystem -related 
tasks, both from an operational and a financial perspective3. The ECB understands that  the 
cooperation arrangement with the relevant ministry should not create any material financial risks for 
Banka Slovenije in this respect  since the duty of Banka Slovenije is confined to providing the 
relevant information on a one- off basis to the relevant ministry within three working days after the 
draft law is adopted. Should the practical implications  of the draft law  cause  a regular, lasting and 
substanti al engagement of Banka Slovenije ’s resources to the extent that such assistance 
constitutes  a new task  for Banka Slovenije, then the ECB must  be informed in order to reassess 
the draft law and the obligations imposed on Banka Slovenije in relation to the prohibition on 
monetary financing under Article 123 of the Treaty.4 
 
This opinion will be published on the ECB’s website.  
 
Done at Frankfurt am Main, 9 July 2019 . 
 
 [signed]  
 
The President of the ECB  
Mario DRAGHI  
                                                 
3  See ECB Convergence Report 2016, p.25.  
4  See paragraph 2. 5 of  Opinion CON/2018/8.  All ECB opinions are published on the ECB website at 
www.ecb.europa.eu.