18
052015

Convocation of the 21th General Meeting of the joint stock company Žito d.d.

On the basis of Article 20 of the Articles of Association, the Management of the company ŽITO, d.d., convenes

the General Meeting of the company Žito d.d.,

which will be held on Friday, on 06/19/2015,

in the Grand Hotel Union Business, Miklošičeva 3, 1000 Ljubljana

starting at 11.00, with the following

agenda:

Opening of the General Meeting, determining the quorum and the election of working bodies of the Meeting

Decision proposal:

Attorney Matej KAVČIČ, M.Sc, shall be elected as President of the General Meeting.

For the Verification Committe, Zdravko SANČANIN shall be appointed as president and Aleš GEBERT and Uroš KRANJČEVIĆ as members.

The General Meeting is attended by Notary Marina RUŽIČ TRATNIK.

Presentation of the annual report of the company ŽITO d.d. and the GROUP ŽITO, auditor’s report and the report of the Supervisory Board on the approval of the Annual Report for the financial year 2014, getting acquainted with the remuneration of members of the Management and the Supervisory Board, utilization of the distributable profits and the accumulated profit and discharge of the Management and Supervisory Board

Decision proposals:

2.1. The distributable profit of the company that amounts to € 25,861,078.62 as of 12/31/2015 shall remain undistributed and shall be transferred to the financial year 2015 as undistributed profit.

2.2. Discharge for the financial year 2014 shall be given to the Management Board.

2.3. Discharge for the financial year 2014 shall be given to the Supervisory Board.

Appointment of a certified auditor for the financial year 2015

Decision proposal:

The auditing firm UHY Revizija in svetovanje d.o.o., Vurnikova ulica 2, 1000 Ljubljana is appointed as the certified auditor.

Amendment of the Articles of Association-amendment of Article 6 (Activities of the company)

Decision proposal:

The amendments and additions to the Articles of Association in the proposed text are adopted and are annexed to and form a part of this decision.

Proposers of decisions:

Decisions under points 1, 2 and 4 were proposed by the Management and the Supervisory and the decisions under point 3 by the Supervisory Board.

Amendment to the agenda:

Shareholders, whose total holdings amount to one twentieth of the share capital may request in writing an additional agenda item, after the convocation of the General Meeting has been published. The request must be accompanied by a written decision proposal, on which the General Meeting shall decide, or, if the General Meeting does not adopt the decision in the particular agenda item, by a explanation of the agenda items. Shareholders who are eligible to submit a request to supplement the agenda must send the request to the company no later than seven days after the publication of the convocation of the General Meeting. Shareholders may send requests for additional agenda items sent to the company via e-mail to the address skupscina@zito.si in scanned format as an attachment to the e-mail, which must contain the original signature of natural persons and in case of legal persons, the signature of the representative and a stamp or seal of the person, if applicable. The company has the right to verify the identity of the shareholder which sends a request for an additional agenda item to the company and to verify the authenticity of the signature.

Shareholders’ proposals:

Shareholders can submit counter-proposals to each agenda item to decisions set out in Article 300 of the Companies Act-1 or election proposals for the election of Supervisory Board members or auditors referred to in Article 301 of the Companies Act-1. Shareholders can send proposals to the company by e-mail to skupscina@zito.si and in the manner as determined in this convening determined to send requests for additional agenda items via electronic means. The company has the right to verify the identity of the shareholder, who sends a counter or voting proposal to the company by e-mail to verify the authenticity of the signature. Shareholders’ proposals will be published and communicated in the manner provided in Article 296 of the Companies Act-1 only if they are sent to the company within seven days after the publication of the convening of the General Meeting and if they meet other statutory conditions.

Right to information:

A shareholder at the General Meeting may exercise their right to information referred to in paragraph 1 of Article 305 of the Companies Act-1. Management at the General Meeting must give the shareholders reliable information on the matters of the company, if they are needed for the assessment of the agenda items. Shareholders’ questions with the same content may be provided by the management in a joint response. The right to information also applies to the legal and business relationships with affiliated companies.

The materials for the General Meeting and information to shareholders:

The materials for the General Meeting with the proposed decisions and explanations, as well as the annual report of the Supervisory Board, is available to shareholders at the Registry of the Management Board in Ljubljana, Šmartinska c. 154, weekdays from 10:00 to 12:00 from the day of convening the General Meeting until the date of the General Meeting, on the website www.zito.si and in the electronic information system of the Ljubljana Stock Exchange, d.d, SEOnet.

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

Conditions of participation and exercise of voting rights at the General Meeting:

Only shareholders who are registered as shareholders in the central register of dematerialized securities at the end of the fourth day prior to the General Meeting, that is 06/15/2015 may attend the General Meeting and exercise their voting rights on it.. Shareholders should register their attendance at the General Meeting in writing so that the company receives a written application for participation at the General Meeting no later than the end of the fourth day prior to the General Meeting, that is until 06/15/2015.

Each shareholder that is entitled to attend the General Meeting, may authorise a representative to participate and exercise their rights at the General Meeting by a written authorization. The written authorization must be submitted to the company, where it will be stored. Written authorisation may be submitted to the company by e-mail to skupscina@zito.si in scanned form, including the original signature of the person authorising the representative. The company has the right to verify the authenticity of the signature on authorization.

The Management Board kindly asks the participants to register at the reception office of the General Meeting upon arrival, at least half an hour before the beginning of the General Meeting to take ballot papers. Shareholders or authorised persons prove their identity upon registration with a personal identification document or a written authorization; legal representatives shall additionally present an extract from the judicial record.

Chairman of the Supervisory Board

Milan Kneževič

Chairman of the Management Board

Janez Bojc

Member of the Board

Erik Žunič

The material of the 21. General Assembly at this link in Slovene: MATERIAL of the 21. General Assembly

Report of the Supervisory Board at this link in Slovene: Report of the Supervisory Board 2014

Annual Report 2014 at this link: Annual Report 2014

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