8th AGM resolutions

On the 8th Annual General Meeting on 4 July 2003 there was 43 percent of the company's share capital present. The following resolutions were adopted:

1. The opening of the meeting, establishment of the quorum and election of the meeting Bodies

Proposed resolution:

Mr. Dušan Jenko is appointed as President of the Annual General Meeting, Mr. Marko Oblak and Mr. Edvard Kolenc are appointed as Vote Enumerators.

The resolution was adopted as proposed.

2. The presentation of the 2002 annual report, the auditors' report and the Supervisory Board's report on 2002 annual report verification and confirmation, adoption of the 2002 distributable net profit allocation and discharge impartment to the Management Board and the Supervisory Board

Proposed resolutions:

2.1. The Annual General Meeting adopts the information on the 2002 annual report, and the Supervisory Board's report on the 2002 annual report verification and confirmation.

2.2. The 2002 distributable net profit in the amount of EUR 58,843,610 (SIT 13,761,978,792) is allocated:

  • to shareholders as dividends (gross dividend of EUR 4.49 (SIT 1,050) per share): EUR 15,171,174 (SIT 3,548,140,050)
  • to other reserves from profit: EUR 21,440,438 (SIT 5,014,356,704)
  • to net profit carried forward: EUR 21,440,438 (SIT 5,014,356,704)
  • to other purposes such as: Management Board profit participation in the amount of EUR 608,893 (SIT 142,404,104) and Supervisory Board profit participation in the amount of SIT EUR 182,668 (SIT 42,721,230)

One third (1/3) of the profit participation of the Management Board is paid out in cash and two thirds (2/3) in the shares of the Company where the average share market price in the period between the date of the convocation and the actual date of the meeting session is applied.

Dividend pay out due date will be set within 60 days after the 8th Annual General Meeting date. The shareholders records held at the Central Securities Corporation, Ljubljana with shareholders' record date of 9 July 2003 will be applied. The Management Board and Supervisory Board participation in profit will also mature within the above stated period.

2.3. The Annual General Meeting gives confirmation and consent to the Management Board for the management and to the Supervisory Board for the supervision of the Company in the year 2002 and imparts the discharge to the Management Board and to the Supervisory Board.

The resolution was adopted as proposed.

3. The adoption of the changes and amendments to the Articles of Association

Proposed resolution:

The Annual General Meeting adopts changes and amendments to the Articles of Association as proposed.

The proposed changes and amendments of the Articles of Association were supplemented by counter proposition containing provision for decrease in number of Supervisory Board members and removal of restrictions on voting rights for shareholders.

The supplemented resolution was adopted.

4. The appointment of the Auditor

Proposed resolution:

KPMG Slovenija d.o.o., Ljubljana, is appointed as the auditor of the Company for the business year 2003.

The resolution was adopted as proposed.

5. The Supervisory Board membership changes

Proposed resolution:

The Annual General Meeting is informed that Mihaela Korent was elected in the Supervisory Board by the workers' council.

The resolution was adopted as proposed.

 

Note:
The Euro amounts have been calculated by applying the Bank of Slovenia middle exchange rate on the date of the AGM.