22
052013

Additional item and cleartext of the agenda

The ŽITO, d.d. management board in accordance with Article 298 and in relation to Article 296 of the Companies Act (ZGD-1) publishes
ADDITIONAL ITEM AND CLEARTEXT OF THE AGENDA
19th General Meeting of Shareholders of ŽITO, d.d., on the10 June, 2013,
at Hotel Mons Ljubljana, Pot za Brdom 4, 1000 Ljubljana,
starting at 12:00.

On the 14 May, 2013, the ŽITO, d.d. company received a request from the shareholder Modra zavarovalnica, d.d. on expanding the agenda of the 19th General Meeting of Shareholders of the ŽITO, d.d. company, convened for 10 June, 2013. Taking into account the abovementioned, the management board of the ŽITO, d.d. company supplemented the agenda of the 19th General Meeting of Shareholders of ŽITO, d.d. with an additional item of agenda and a proposed motion. The additional item of agenda is listed before the published 2nd item of agenda. The already published items 2 to 4 of the agenda are renumbered accordingly. The additional item of agenda reads as follows:

2. Detailed familiarisation with the transfer of assets in financial year 2012 from Žito, d.d. to Šumi nepremičnine, d.o.o.

Motion:
The management board is invited to in detail familiarise the company shareholders in relation to the transfer of: real estate at Šmartinska cesta 154, Ljubljana and financial assets of Mlinotest and Mlinopek (597,162 ordinary registered no-par value freely transferable shares with symbol MAJG, by the issuer MLINOTEST Živilska industrija d.d. and 111,557 ordinary registered no-par value freely transferable shares with symbol PMMG, by the issuer MLINOPEK, Podjetje za mlinarstvo in pekarstvo d.d. Murska Sobota) from the Žito, d.d. company to the Šumi nepremičnine, d.o.o. company so that shareholders of the company Žito, d.d. are able to view all documentation in relation with the abovementioned transfers at the general meeting and most of all to familiarise themselves with the following:
valuation reports of transfers,
report on transfer prices in section that pertains to the abovementioned transfers,
all liabilities between the affiliated companies Žito, d.d. and Šumi nepremičnine, d.o.o. (such as for example the amount of rent for transferred real estate, etc.), and
planned financial effects of these transactions in the 2013financial year, particularly on the income statement of the company Žito, d.d.
Taking into account the abovementioned supplementation to the agenda of the 19th General Meeting of Shareholders of the ŽITO, d.d. company, the cleartext of the agenda of the 19th General Meeting of Shareholders of the ŽITO, d.d. company that shall take place on the 10 June, 2013 at Hotel Mons Ljubljana, Pot za Brdom 4, 1000 Ljubljana, starting at 12:00, reads as follows:

1. Opening of the general meeting, establishing quorum and electing the officers of the general meeting

Motion:
The attorney Matej KAVČIČ, M.Sc. shall be appointed president at the general meeting
Zdravko SANČANIN shall be appointed as president of the verification committee and Andreja KOPAČ and Uroš KRANJČEVIĆ as members.
The notary public Marina RUŽIČ TRATNIK shall be attending the general meeting.

2. Detailed familiarisation with the transfer of assets in financial year 2012 from Žito, d.d. to Šumi nepremičnine, d.o.o.

Motion:
The management board is invited to in detail familiarise the company shareholders in relation to the transfer of: real estate at Šmartinska cesta 154, Ljubljana and the financial assets of Mlinotest and Mlinopek (597,162 ordinary registered no-par value freely transferable shares with symbol MAJG, by the issuer MLINOTEST Živilska industrija d.d. and 111,557 ordinary registered no-par value freely transferable shares with symbol PMMG, by the issuer MLINOPEK, Podjetje za mlinarstvo in pekarstvo d.d. Murska Sobota) from the Žito, d.d. company to the Šumi nepremičnine, d.o.o. company so that shareholders of the company Žito, d.d. are able to view all documentation in relation with the abovementioned transfers at the general meeting and most of all to familiarise themselves with the following:
valuation reports of transfers,
report on transfer prices in section that pertains to the abovementioned transfers,
all liabilities between the affiliated companies Žito, d.d. and Šumi nepremičnine, d.o.o. (such as for example the amount of rent for transferred real estate, etc.), and
planned financial effects of these transactions in the 2013financial year, particularly on the income statement of the company Žito, d.d.

3. Presentation of the ŽITO, d.d. company and ŽITO GROUP, d.d. annual report, auditor’s report and reports of the supervisory board on confirmation of the annual report for the 2012financial year, familiarisation with remuneration of the management board and supervisory board members, use of distributable profit and discharge of members of the management and supervisory board

Motions:

3.1. The company’s distributable profit that as at 31 December, 2012 amounts to € 25,471,393.96 shall be used in the following manner:
– part of the distributable profit in the amount of € 352,746.00 that presents 47% of net profit in the 2012 financial year shall on the second working day following the execution of the general meeting be divided among shareholders of the Žito, d.d. company who are registered in the share register. The gross dividend is € 1.00 per share. The dividends shall be paid to shareholders on 24 October, 2013 in a non-revalued amount;
– the remaining distributable profit in the amount of € 25,118,647.96 shall be transferred to the 2013financial year as retained earnings.

3.2. The discharge of the management board for the 2012 financial year.

3.3. The discharge of the supervisory board for 2012 financial year.

4. Appointment of authorised auditors for the 2013 financial year

Motion:
The auditing firm UHY Revizija in svetovanje, d.o.o., Vurnikova ulica 2, 1000 Ljubljana shall be appointed as the authorised auditors for the 2013 financial year.

5. Appointment of a new supervisory board member

Motion:
It is established that Adrijan Rožič shall end his term as a supervisory board member on 6 July. 2013.
As of 7 July, 2013 and for a period of no more than four years for supervisory board member shall be elected:
Adrijan Rožič.
Materials
Request for supplementation of the agenda together with the rest of general meeting material can be viewed by shareholders at the company’s registered office in Ljubljana, Šmartinska 154 every working day between 10 and 12. In addition, it is published at the www.zito.si website and in the electronic notification system SEOnet of the Ljubljana Stock Exchange, d.d.
Zahteva za razširitev dnevnega reda 19. skupščine delničarjev -pdf
ŽITO. d.d.
Management Board

Back to news' list