19
052014

Convening of the 20th General Meeting of the Žito, d.d. Public Limited Company

On the basis of Article 20 of the company’s Articles of Association, the Management Board of the Žito, d.d. company convenes the

20th General Meeting of the Žito, d.d. public limited company taking place on Friday 20 June 2014 at Hotel Mons Ljubljana, Pot za Brdom 4, 1000 Ljubljana starting at 12:00, with the following agenda:

 

1.        Opening of the General Meeting, establishing a quorum and electing the officers of the General Meeting

Motion:

The attorney Matej KAVČIČ, M.Sc. shall be appointed as the president of the General Meeting.

Zdravko SANČANIN shall be appointed as president of the Verification Committee and Andreja KOPAČ and Uroš KRANJČEVIĆ as its members.

The invited notary public Marina RUŽIČ TRATNIK shall be attending the General Meeting.

 

2.        Presentation of the ŽITO, d.d. company and ŽITO GROUP, d.d. Annual Report, Auditor’s Report and report of the Supervisory Board on approval of the Annual Report for the 2013 financial year, familiarisation with the remuneration of Management Board and Supervisory Board members, use of distributable profit and discharge of members of the Management and Supervisory Board

Motions:

2.1. The company’s distributable profit as of 31 December 2013 totals €25,982,799.34 and shall be used in the following manner:

  • part of the distributable profit in the amount of €1,088,724.20 representing 44% of net profit in the 2013 financial year shall on the second working day following the execution of the General Meeting be divided among shareholders who have been recorded in the share register. The gross dividend totals €3.40 per share. The dividends shall be paid to shareholders on 24 October 2014 in a non-revalued amount;
  • the remaining part of distributable profit in the amount of 24,894,075.14 shall be transferred to the 2014 financial year as retained earnings.

2.2. The discharge of the Management Board for the 2013 financial year.

2.3. The discharge of the Supervisory Board for the 2013 financial year.

 

3.        Appointment of a certified auditor for financial year 2014

Motion:

The auditing firm UHY Revizija in svetovanje, d.o.o., Vurnikova ulica 2, 1000 Ljubljana shall be appointed as certified auditor for the 2014 financial year.

 

4.        Appointment of a new Supervisory Board member of the company

Motion:

It is established that Mr. Tomi RUMPF shall end his term as Supervisory Board member/president on 2 July 2014.

As of 3 July 2014, Tomi RUMPF shall be elected as Supervisory Board member for a term of four years.

 

5.     Familiarisation with the election of employee representatives to the company’s Supervisory Board

The company’s General Meeting shall be informed that Mrs. Sonja PERČIČ and Mrs. Greta DEČMAN have been elected as employee representatives in the company’s Supervisory Board by the Works Council.

Proposers of resolutions:

The proposers of resolutions under items 1 and 2 are the Management Board and Supervisory Board. However, the proposer of resolutions under item 3 and 4 of the agenda is the Supervisory Board.

Supplementation of the agenda:

The shareholders, whose common shares form twenty percent of share capital may, following the convening of the General Meeting, request in writing a supplementary agenda item. The motion for each proposed item of the agenda that should be decided by the General Meeting or substantiation of the item of the agenda in case the General Meeting does not adopt a resolution for an individual item of the agenda must be attached to the request in writing. The shareholders who meet the criteria for filing the request for supplementation of the agenda must submit the request to the company no later than seven days after the notice on convening of the General Meeting. Moreover, the shareholders may also submit requests for supplementary agenda items to the company via e-mail at skupscina@zito.si, namely in the form of a scan as an e-mail attachment which must include a handwritten signature of a natural person. However, legal entities must include a handwritten signature of a representative or the entity’s stamp if it is used. The company has the right to verify the identity of the shareholder submitting the request for adding supplementary items to the agenda via e-mail as well as to verify the authenticity of the signature.

Shareholders’ proposals:

Shareholders may provide counter motions from Article 300 of the Companies Act (ZGD-1) or election proposals for the election of Supervisory Board members or auditors from Article 301 of the Companies Act (ZGD-1) in writing to each agenda item. Moreover, the shareholders may also submit the proposals to the company via e-mail at skupscina@zito.si, namely in the same manner as was determined by the convening for submitting requests for supplementary agenda items using electronic means, The company has the right to verify the identity of the shareholder who submits to the company a counter or election proposal via e-mail as well as to verify the authenticity of their signature. The shareholders’ proposals will only be posted and communicated in the manner provided in Article 296 of the Companies Act (ZGD-1) if they are be submitted to the company within seven days after the notice convening the General Meeting whereby they will meet other statutory conditions.

Right to information:

At the General Meeting a shareholder may exercise his or her right to be informed from the 1st paragraph of Article 305 of the Companies Act (ZGD-1). The management must give the shareholders at the General Meeting reliable data on matters concerning the company if it is necessary for the assessment of the agenda. In addition, the management may issue a joint response to shareholders’ questions covering the same content. Right to information also applies to legal and business relationships of the company with associated companies.

Materials for the General Meeting and information for shareholders:

The materials for the General Meeting with motions and substantiations, Annual Report and reports to the Supervisory Board are available to shareholders at the Registry of the Company’s Management Board in Ljubljana, Šmartinska c. 154, weekdays from 10am to midday from the date of the notice convening the General Meeting up to and including the date of the General Meeting, on the website www.zito.si and in the Ljubljana Stock Exchange SEOnet electronic information system.

Information to shareholders from the 3rd paragraph of Article 296 of the Companies Act (ZGD-1), including comprehensive information on the rights of shareholders from the first paragraph of Article 298, first paragraph of Articles 300, 301 and 305 of the Companies Act (ZGD-1) are available to shareholders on the company’s website www.zito.si.

Conditions for participation and exercising of voting rights at the General Meeting:

Only those shareholders that have been entered in the central register of dematerialised securities as holders of shares at the end of the fourth day prior to the session of the General Meeting, i.e. 16 June 2014, and who register their participation at the General Meeting by submitting a written application form for participation at the General Meeting no later than by the end of the fourth day prior to the General Meeting, that is up to and including 16 June 2014, can participate at the General Meeting and exercise the voting right.

Each shareholder who is entitled to attend the General Meeting may participate and exercise rights at the General Meeting by written authorisation to an authorised representative. The written authorisation must be submitted to the company where it shall also be stored. The written authorisation may also be submitted to the company by e-mail to skupscina@zito.si, namely in a scanned form which contains the grantor’s signature. The company has the right to verify authenticity of the signature included on the authorisation.

The Management Board kindly asks the participants that on arrival at the General Meeting they register at the reception office of the General Meeting at least half an hour before the meeting and take the voting ballots. Shareholders or their authorised representatives must when registering prove their identity with a personal document, written authorisation, and legal representatives must provide an extract from the court register.

MATERIALS for the 20th General Meeting

2013 Annual Report

 

President of the Supervisory Board                                    President of the Management Board

Tomi Rumpf                                                                                    Janez Bojc

 

Member of the Management Board

Erik ŽUNIČ

Back to news' list