MATERIALS for the. 26 th GENERAL MEETING of SHAREHOLDERS. of INTEREUROPA d.d.

Transcription

1 MATERIALS for the 26 th GENERAL MEETING of SHAREHOLDERS of Koper, May 2013

2 PROPOSAL OF RESOLUTION TO AGENDA ITEM 1 Pursuant to Section 6.30 of the Statute of INTEREUROPA, Globalni logistični servis d.d. (Global Logistics Service Ltd. Co.) and Article 297.a, paragraph 1 of the Companies Act (ZGD-1), the Managing Board and Supervisory Board propose to the General Meeting to adopt this Resolution on Electing the Working Bodies of the 26 th General Meeting of Shareholders of the Company - Mr Matjaž Ujčič be elected Chairman of the General Meeting. - To establish the quorum and exercise the voting after each item of the Agenda, two tellers are appointed, Mrs Mateja Tevž and Mrs Špela Turk. The General Meeting will also be attended by the Notary Nana Povšič Ružić. Based on the Teller s Report, the Chairman declares the General Meeting to be in quorum. DEPUTY PRESIDENT OF THE SUPERVISORY BOARD PRESIDENT OF THE MANAGING BOARD Ernest Gortan 2

3 PROPOSAL OF RESOLUTION TO AGENDA ITEM 2 Pursuant to Sections 7.3, 7.4 (third paragraph), and 7.5 of the Statute of INTEREUROPA, Globalni logistični servis d.d. (Global Logistics Service Ltd. Co.) and Articles 272, 282 and 293 of the Companies Act (ZGD-1), the Managing Board and Supervisory Board propose to the General Meeting to adopt the RESOLUTIONS on the Information of the Annual Report 2012 for the Intereuropa Group, with Auditor s Opinion and the written Report by the Supervisory Board Confirming the Annual Report pursuant to Article 282 ZGD-1 (Companies Act), and the information on the receipts by members of the management and controlling body, and on awarding the note of discharge Resolution no. 2.1.: The General Meeting was informed about the Intereuropa Group Annual Report for the financial year 2012, inclusive of the Auditor s Opinion, and of the Report by the Supervisory Board on the examination of the Annual Report 2012 and on the method and extent of examining the Company s management for the reporting year, duly presented pursuant to Article 282 of the Companies Act (ZGD-1) by the Supervisory Board to inform the General Meeting of having adopted the Annual Report 2012 without any remark or reservation. Resolution no. 2.2.: The General Meeting got informed on the receipts paid to the members of Supervisory Board and Managing Board as remuneration for their work or functions respectively, as specified on page 192 of the Annual Report of the Intereuropa Group for 2012 (tables 57 and 58). Resolution no. 2.3.: The General Meeting confirms and approves the work of the Supervisory Boards of Intereuropa d.d. for the year 2012, and gives a discharge for their work in the financial year Resolution no. 2.4.: The General Meeting confirms and approves the work of the Managing Board of Intereuropa d.d. for the year 2012, and gives a discharge for their work in the financial year Substantiation of Resolutions: Resolution no. 2.1.: The Supervisory Board has examined the Annual Report incl. of the Auditor s Report and analysed the loss incurred in the year 2012, as submitted by the Managing Board; the 3

4 Supervisory Board expressed its positive position and approved the Annual Report without remark or reservation, which means accordingly that the Annual Report was adopted. Resolution no. 2.2.: Pursuant to Article 294 paragraph 5 of the ZGD-1, the Managing Board of Intereuropa d.d. informs the General Meeting on the receipts paid to the members of Supervisory Board and Managing Board as remuneration for their work or functions respectively in the reporting year, as specified on page 192 of the Annual Report of the Intereuropa Group for 2012 (tables 57 and 58), which substantiates the proposed Resolution. Resolution no. 2.3.: The activities and the evaluation of work of the members of the Supervisory Board for the year 2012 are presented in the Annual Report. The Supervisory Board supervised the Company s operations, gave guidelines to the Managing Board and consent to the implementation of the plans and corporate strategy. Particular attention of the Supervisory Board was paid to the financial exposure of the Intereuropa Group and maintaining liquidity. The Supervisory Board requested, on a regular basis, the reports on all major projects of the Managing Board in the reporting year. These activities point to the active role of the Supervisory Board members, with due care of a competent and responsible professional, to the benefit of the Company; hereby the Resolution is substantiated. Resolution no. 2.4.: The adopted Audited Annual Report for the year 2012 and successfully implemented projects in the preceding financial year are underlying for awarding the note of discharge to the Managing Board. In 2012, Intereuropa d.d. made an important step both in terms of business and assurance of financial stability. Although Intereuropa d.d. closed the financial year with a loss, the operation of the Company would be positive if the one-off transaction disposal of investment in Russia were excluded. Accordingly, we propose to grant the note of discharge to the Managing Board President Ernest Gortan and the Deputy President Tatjana Vošinek Pucer. Enclosures to Agenda Item Two: The Annual Report for the financial year 2012 available at: DEPUTY PRESIDENT OF THE SUPERVISORY BOARD PRESIDENT OF THE MANAGING BOARD Ernest Gortan 4

5 PROPOSAL OF RESOLUTION TO AGENDA ITEM 3 Pursuant to Article 293 and the second paragraph, section 2, of Article 297.a of the Companies Act (ZGD-1), and Section 6.37 of the Statute of the Company, the Supervisory Board proposes to the General Meeting to adopt this Resolution Appointing the Auditors for the year 2013 Resolution no. 3: For the financial year 2013, auditing shall be entrusted to Auditors Ernst&Young, Revizija, poslovno svetovanje d.o.o., Ljubljana. Substantiation to Resolution under Agenda Item 3: Upon proposal by the Audit committee, the Supervisory Board in accordance with Article 297.a paragraph 2 section 2 and Article 280 ZGD-1, and pursuant to the Act on Auditing, proposes to the General Meeting to entrust the auditing for the year 2013 to the audit firm Ernst&Young, Revizija, poslovno svetovanje d.o.o., Dunajska cesta 111, Ljubljana, which is experienced in auditing the commercial activities of the Company and has got references at home and abroad; moreover, this audit firm has already audited the Company in the year Key references recommending the Auditor: The audit firm has audited the following large Slovenian companies or groups in the last five years: Luka Koper, KD Group, Kapitalska družba, SKB banka, Telekom Slovenije, Mobitel, GPG, Energotuš, Kolektor, Etol, Helios, Mlinotest, Baumax, Adria Airways DEPUTY PRESIDENT OF THE SUPERVISORY BOARD 5

6 PROPOSAL OF RESOLUTIONS TO AGENDA ITEM 4 Pursuant to Articles 293, 297.a, and 329 of the Companies Act (ZGD-1), the Managing Board and Supervisory Board propose to the General Meeting to adopt the Resolutions Amending the Statute of Intereuropa d.d. Resolution no. 4.1: The Section 2.1 shall be amended: The first paragraph shall be amended to read in amended form - as follows: ''The Company and the subsidiaries of the Group pursue a profit-generating activity, aiming primarily to maximise the value of the Company and added value for shareholders on the principles of sustainable development, and to act for the benefit of employees, broader community and other stakeholders., and in the second paragraph, the following activity is deleted: '' Other financial services n.e.c., excluding insurance and pension funding. Section 6.31 shall be amended to read: The General Meeting shall be convened at least 30 (thirty) days before the session is to be held, by publication on the web site of the AJPES Agency and of the Company, containing all the required information as the law and regulations provide. The second paragraph of section 12.2 shall be amended by deleting the last clause: ''Until the new legislation comes into force, the Supervisory Board shall be competent for appointing and discharging the bodies on the first and second instance who decide on the rights, obligations and responsibilities of employees. Resolution no. 4.2: Pursuant to the Amendments to the Statute of the Company Intereuropa d.d. adopted, the consolidated version of the Statute with the amended first paragraph of the Section 12.1 of the Statute is adopted and reads as follows: 12.1 This Statute shall become effective when entered in the Register of Companies. With the date of enforcement hereof, the preceding version of the consolidated text of the Statute of the Company Intereuropa d.d., as adopted on , shall become ineffective and be replaced by this Statute. Substantiation to Resolution under Agenda Item 4: In accordance with guidelines of the Corporate Governance Code of Public Limited Companies, the Managing Board and Supervisory Board propose to supplement the corporate goals from section 2.1 of the Statute with a more detailed definition. Intereuropa d.d. does not pursue any activity related to financial services, therefore the Managing Board and Supervisory Board propose to delete this business activity from the Statute. In accordance with the amended Companies Act, the Managing Board and Supervisory Board propose to publish the convocation of the General Meeting on the website of the AJPES Agency. The 6

7 second paragraph of Section 12.2 is no longer topical because it related to the transitional period which has already ended, therefore said paragraph has to be deleted. Enclosures to Agenda Item 4: Consolidated version of the Statute with the proposed amendments DEPUTY PRESIDENT OF THE SUPERVISORY BOARD PRESIDENT OF THE MANAGING BOARD Ernest Gortan 7

8 PROPOSAL OF RESOLUTIONS TO AGENDA ITEM 5 Pursuant to Articles 293, 297.a, and 329 of the Companies Act (ZGD-1), the Supervisory Board proposes to the General Meeting to adopt the Resolutions on Appointment of new Supervisory Board members Resolution no. 5.1: Mr Peter Grašek shall be appointed as a new Member of Supervisory Board to represent the shareholders for a four-year term of office commencing on 21 June Resolution no. 5.2: Mr Tomaž Može shall be appointed as a new Member of Supervisory Board to represent the shareholders for a four-year term of office commencing on 30 July Resolution no. 5.3: Ms Maša Čertalič, M.Sc. shall be appointed as a new Member of Supervisory Board to represent the shareholders for a four-year term of office commencing on 10 September Resolution no. 5.4: Mr Tadej Tufek, M.Sc. shall be appointed as a new Member of Supervisory Board to represent the shareholders for a four-year term of office commencing on 10 September Substantiation of Resolutions: To make a shortlist of eligible candidates, the Supervisory Board published an Invitation of applications for substitute members of Supervisory Board. In the selection of candidates, the Supervisory Board endeavoured to assure the required diversity of candidates profiles in terms of their expertise, experience and skills, providing for sufficient complementarity among individual Supervisory Board members. Recommendations from the Corporate Governance Code of Public Limited Companies were also considered in the selection of the shortlisted candidates. Continuity of Supervisory Board's operation is provided for by reappointing two candidates who have already served their term of office: Ms Maša Čertalič and Mr Tadej Tufek, M.Sc. Brief presentation of the candidates: Before voting, a representative of the Supervisory Board will give a more detailed introduction of the proposed candidates to the General Meeting, as required by the Article 274 par. 2. Mr Peter Grašek is a university graduate in law holding the state bar examination (fully qualified lawyer) (from the Faculty of Law, University of Ljubljana). He held a number of executive positions: Management Board President of Adria Airways d.d., of Telekom 8

9 Slovenije d.d., and of Deloitte & Touche d.o.o., Slovenija. His previous employment was Deputy CEO in a six-member Board of Directors of KD Group d.d. Mr Tomaž Može holds a university degree in economics (from the Faculty of Economics and Commerce, University of Maribor). He presided the Intermunicipal Chamber of Economy, Koper, since 1987; after reorganization of chambers system, he was appointed Director of the Regional Chamber of Commerce and Industry, Koper in Since 2008 he has been Director of the Primorska Chamber of Commerce and Industry. Among his other offices, he also presides the Administrative Board of the Science and Research Centre in Koper and the Regional Development Centre, and is member of the presidency of the ESCAME (Mediterranean Chambers of Commerce and Industry Association). Ms Maša Čertalič, M.Sc. is a university graduate economist (from the Faculty of Economics of the University of Ljubljana) and holds a Master s degree in logistics and transportation (from the IMI International Management Institute, Antwerp, Belgium). Since 2000 she has been employed with Luka Koper d.d. in various executive offices; since 2008 she was appointed Head of the Research and Development Department. Mr Tadej Tufek, M.Sc. is a university graduate economist (from the Faculty of Economics of the University of Ljubljana) and holds a Master s degree in economics and business (from the Faculty of Economics and Commerce, University of Maribor). He held a number of executive offices, incl. Deputy Director of Slovenska odškodninska družba d.d. (SOD), and was member and president of Management Board of Adria Airways d.d. Since 2011 he is a financial consultant. In accordance with the criteria required in the Corporate Governance Code of Public Limited Companies, the Supervisory Board assesses that the candidates proposed meet the criteria of independence. Statements by the candidates accepting the proposed office are enclosed hereto in Enclosure no. 2. Enclosures to Agenda Item 5: Statements by candidates DEPUTY PRESIDENT OF THE SUPERVISORY BOARD 9