16
102015

Convocation of the 22nd General Meeting of ŽITO, d.d., Public Limited Company

ŽITO, d.d.
Management Board
Šmartinska 154
1529 Ljubljana
Slovenia

On the basis of Article 295, paragraphs 3 and 4, of the Companies Act (ZGD-1) and Article 20, paragraph 2, of the company’s Articles of Association, the Management of ŽITO d.d. convenes

22nd General Meeting of ŽITO, d.d., Public Limited Company,

which will be held on Wednesday, 18 November 2015,
in Grand Hotel Union Business, Miklošičeva 3, 1000 Ljubljana,
starting at 11:00 a.m., with the following

agenda:

1. Opening of the meeting and election of the bodies of the meeting

Proposal of decision:

The attorney Matej KAVČIČ, M.Sc., shall be appointed as the president of the General Meeting.
IXTLAN FORUM, d.o.o., shall be appointed as the vote counter.
Miro Košak, the public notary attending the general meeting, shall be appointed as the minute taker.

2. Amendment to the company’s Articles of Association

Proposals of decisions:

2.1. The company’s Articles of Association shall be amended so that after Article 24, paragraph 4, of the Articles of Association, new paragraph 5 is added, which reads as follows:
“The competition ban laid down in Article 41, paragraph 1, of the Companies Act (ZGD-1) does not apply to a member of the management or supervisory body, procurator or employee in the parent company of the ŽITO d.d., public limited company, or a company that is considered to be a subsidiary of the parent company or a company which forms the concern with the parent company. A company which holds more than a 50% interest in the share capital or is entitled to more than 50% of the voting rights in ŽITO d.d. public limited company shall be considered as the parent company from the preceding sentence.”

2.2. The company’s Articles of Association shall be amended so that after Article 27, paragraph 3, of the Articles of Association, new paragraph 4 is added, which reads as follows:

“The President of the Supervisory Board may, at its discretion, also invite members of the Management Board, experts or reporters to the meeting of the Supervisory Board, if this is necessary to deal with individual items that are the subject of discussion at the meeting of the Supervisory Board.”

2.3. The company’s Articles of Association shall be amended so that after Article 34, paragraph 1, of the Articles of Association, new paragraph 2 is added, which reads as follows:

“The President of the Management Board may also invite members of the Supervisory Board or other persons to the meeting of the Management Board, if their presence is necessary to deal with individual items that are the subject of discussion at the meeting of the Management Board.”

The current paragraph 2 of Article 34 of the company’s Articles of Association becomes paragraph 3 of Article 34 of the Articles of Association.

3. Acquaintance with the resignations of the members of the company’s Supervisory Board

Proposal of decision:

3.1. The shareholders’ general meeting is acquainted with the resignations of:
• Ms. Maja Makovec Brenčič from the function of the Deputy President and the member of the Supervisory Board, representing the shareholders’ interests, of 14 May 2015;
• Mr. Milan Kneževič from the function of the President and the member of the Supervisory Board, representing the shareholders’ interests, on the day of the meeting;
• Mr. Rajko Stanković from the function of the member of the Supervisory Board, representing the shareholders’ interests, on the day of the meeting;
• Mr. Adrijan Rožič from the function of the member of the Supervisory Board, representing the shareholders’ interests, on the day of the meeting;

4. Election of the new members of the company’s Supervisory Board

Proposal of decision:
4.1. On the date of the court register entry of amendments to the Articles of Association, adopted at the 22nd General Meeting of shareholders, the General Meeting of Shareholders appoints Miroslav Klepač (residing at Bistrac 6, Samobor, Croatia) as the member of the Supervisory Board, representing shareholders’ interests, with a mandate beginning from the entry of amendments to the Articles of Association adopted at the 22nd General Meeting of shareholders in the court register, for the period of 4 years.

4.2. On the date of the court register entry of amendments to the Articles of Association, adopted at the 22nd General Meeting of shareholders, the General Meeting of Shareholders appoints Petar Vlaić (residing at Ružičnjak 21, Zagreb, Croatia) as the member of the Supervisory Board, representing shareholders’ interests, with a mandate beginning from the entry of amendments to the Articles of Association adopted at the 22nd General Meeting of shareholders in the court register, for the period of 4 years.

4.3. On the date of the court register entry of amendments to the Articles of Association, adopted at the 22nd General Meeting of shareholders, the General Meeting of Shareholders appoints Ivan Galović (residing at Slavka Lowyja 7, Koprivnica, Croatia) as the member of the Supervisory Board, representing shareholders’ interests, with a mandate beginning from the entry of amendments to the Articles of Association adopted at the 22nd General Meeting of shareholders in the court register, for the period of 4 years.

4.4. On the date of the court register entry of amendments to the Articles of Association, adopted at the 22nd General Meeting of shareholders, the General Meeting of Shareholders appoints Rajko Stanković (residing at Količevo 69, Domžale, Slovenia) as the member of the Supervisory Board, representing shareholders’ interests, with a mandate beginning from the entry of amendments to the Articles of Association adopted at the 22nd General Meeting of shareholders in the court register, for the period of 4 years.

5. Annulment of the decision to item 3 of the agenda of the 21st General Meeting of the company on the appointment of an authorised auditor, and the appointment of an authorised auditor for the year 2015.

Proposal of decision:
5.1. The decision of the general meeting pertaining to item 3 of the agenda of the 21st General Meeting of the Company of 19 June 2015 is annulled. The decision deals with the appointment of the authorised auditor of the Company and reads as follows: ˝The auditing firm UHY Revizija in svetovanje d.o.o., Vurnikova ulica 2, 1000 Ljubljana shall be appointed as the authorised auditor for the financial year 2015.˝

5.2. The auditing firm KPMG SLOVENIJA, podjetje za revidiranje, d.o.o., shall be appointed as the authorised auditor for the financial year 2015.
Proposers of decisions:
On the basis of Article 295, paragraph 3, of the Companies Act- (ZGD-1) and Article 20, paragraph 3 of the company’s Articles of Association, the proposer of decisions under all agenda items is the shareholder Podravka prehrambena industrija, d.d., A. Starčevića 32, 48000 Koprivnica (town of Koprivnica), Croatia.

Supplementation of the agenda:
After the notice of the convocation of the General Meeting, shareholders whose combined interests amount to one-twentieth of the share capital may request in writing an additional item on the agenda. To the request they must enclose the proposal of the decision in writing to be discussed by the General Meeting, or if the General Meeting does not to adopt a decision regarding a certain item on the agenda, an explanation of the item on the agenda. Shareholders who fulfil the conditions for filing a request to supplement the agenda must send the request to the company no later than seven days after the notice of the convocation of the General Meeting. Shareholders may also send requests for additional items on the agenda to the company by e-mail to skupscina@zito.si, in a scanned document as an attachment to an e-mail, which must contain a handwritten signature of a natural person, and for a legal person a handwritten signature of a representative and a stamp or a seal of a person, if applicable. The company has the right to verify the identity of the shareholder who sends a request for an additional agenda item to the company via e-mail and to verify the authenticity of the signature.

Shareholders’ proposals:
To each agenda item, shareholders can make in writing counter-proposals of decisions from Article 300 of the Companies Act (ZGD-1) or voting proposals for the election of Supervisory Board members or auditors referred to in Article 301 of the Companies Act (ZGD-1). Shareholders may also send the proposals to the company by e-mail to skupscina@zito.si in the same manner as defied in this convocation for sending a request for an additional agenda item via electronic means. The company has the right to verify the identity of the shareholder that sends a counter proposal or voting proposal to the company via e-mail and to verify the authenticity of the signature. Shareholders’ proposals will be published and communicated in the manner defined in Article 296 of the Companies Act (ZGD-1) only if they are sent to the company within seven days after the notice of the convocation of the general meeting and they meet other statutory conditions.

Right to information:
A shareholder at the General Meeting may exercise its right to be informed from Article 305, paragraph 1, of the Companies Act (ZGD-1). The Management Board must give shareholders at the General Meeting reliable data on company matters if these are required for the assessment of the items on the agenda. Shareholders’ questions with the same content can be answered by the Management Board in a joint response. The right to be informed also applies to the legal and business relationships of the company with connected companies.

Material for the General Meeting and information for shareholders:
The material for the General Meeting with proposals of decisions and explanations is available to shareholders at the administration office of the Company’s Management Board in Ljubljana, Šmartinska c. 154, weekdays from 10 a.m. to midday from the date of the notice of the convocation of 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 Article 296, paragraph 3, 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 at www.zito.si.

Conditions for participation and exercising of voting rights at the General Meeting:
Only those shareholders can attend the general meeting and exercise their voting rights who are entered in the central register of book-entry securities as shareholders by the end of the fourth day prior to the general meeting, that is, by 14 November 2015. Shareholders must register their participation at the general meeting in writing so that the company receives a written registration for participation at the General Meeting no later than by the end of the fourth day prior to the General Meeting, i.e. up to and including 14 November 2015.

Each shareholder that is entitled to attend the general meeting may authorise a representative for participation and the exercise of rights at the General Meeting by a written authorisation. A written authorisation must be submitted to the company, where it shall also be stored. A written authorisation may also be submitted to the company by e-mail to skupscina@zito.si in a scanned form, containing a handwritten signature of the authoriser. The company has the right to verify the authenticity of the signature on the authorisation.

The Management Board of the company kindly asks the participants to register upon arrival at the reception office of the general meeting at least half an hour before the meeting and take the ballot for voting. Upon registration, shareholders or their authorised representatives must show personal identity document and a written authorisation, and legal representatives also need a copy from the court register.

Ljubljana, 15 October 2015
President of the Management Board
Janez BOJC

Member of the Management
Erik ŽUNIČ

APPENDICES:
Convocation of the General Meeting in pdf format is available at the following link: CONVOCATION OF THE 22nd General Meeting of Žito d.d. pdf
Material of the 22nd General Meeting at this link: Material of the 22nd General Meeting of ŽITO d.d.

 

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