Opinion of the European Central Bank of 9 July 2019 on the payment of funds to uninformed 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/2019/26)
Date: 2019-07-09
Institutions: European Central Bank
Subjects: Slovenia, banking supervision, bond, credit institution, indemnification, national law, shareholder

EN 

ECB-PUBLIC 

OPINION OF THE EUROPEAN CENTRAL BANK 

of 9 July 2019 

on the payment of funds to uninformed 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/2019/26) 

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 uninformed 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, 19 

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 liabilities 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). 

 
 
 
 
                                                 
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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  Ljubljanska  banka  d.d.  on  17  December  2013  and 

registered  in  the  central  registry  of  dematerialised  securities  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 calculation 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 

liability  The  amount  to  be  paid  to  each  shareholder  is  determined  by  multiplying  the  number  of 

ordinary,  registered,  freely  transferable  shares  with  voting  rights  owned  by  each  shareholder  that 

was  registered  in  the  central  registry  of  dematerialised  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 set 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  payments  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 information and 

data were obtained on the basis of Slovenian legislation before the Single Supervisory Mechanism 
was established pursuant 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). 

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law  provides  that  Banka  Slovenije  must  provide  information  and  data  relating  to  the  holders  of 

qualified  liabilities  that  were  affected  by  the  relevant  extraordinary  measures  adopted  by  Banka 

Slovenije to the authorities. In this respect, the ECB notes the principle of financial independence of 

national central banks which requires that Member States do not put their national central banks in 

a  position  where  they  have  insufficient  financial  resources  to  carry  out  their  Eurosystem-related 
tasks,  both  from  an  operational  and  a  financial  perspective 3.  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 

substantial  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 

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4  

See ECB Convergence Report 2016, p.25.  
See  paragraph  2.5  of  Opinion  CON/2018/8.  All  ECB  opinions  are  published  on  the  ECB  website  at 
www.ecb.europa.eu. 

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