36th General Meeting of Shareholders of Ljubljana Stock Exchange Inc.

Transcription

1 36th General Meeting of Shareholders of Ljubljana Stock Exchange Inc. 15 December 2016 at am

2 [This is a non-official translation of the Slovene original wording. In case of differences between the English translation and Slovene original, the Slovene text shall prevail.] On the basis of Article 295, Paragraph 3 and 4, of the Companies Act, Article 26 of the Ljubljana Stock Exchange Inc. Articles of Association and at the request of the only shareholder Zagrebačka burza d.d., Ivana Lučića 2a, Zagreb, Croatia (hereinafter: Zagreb Stock Exchange), the Management Board of the Ljubljana Stock Exchange Inc convenes THE 36 T H GENERAL MEETING OF SHAREHOLDERS OF THE LJ UBLJ AN A S TOCK EXCHAN GE INC., to be held on Thursday, 15 December 2016, at am, at the notary Bojan Podgoršek registered address (Dalmatinova ulica 2, 1000 Ljubljana, Slovenia), with the following agenda: 1. Opening of the General Meeting and Establishment of a Quorum 2. Remuneration of Ljubljana Stock Exchange Supervisory Board Members 3. Amendments to the Articles of Association of the Ljubljana Stock Exchange 4. Repeal of the Rules of Procedure of the General Meeting of Shareholders of the Ljubljana Stock Exchange as at 27 May 1997 Proposed resolution to Item 1 of the Agenda: OPENING OF THE GENERAL MEETING AND ESTABLISHMENT OF A QUORUM 1. President of the Ljubljana Stock Exchange Inc. Supervisory Board, his deputy, or a member of the Supervisory Board as designated by the President, who chairs the General Meeting pursuant to the Ljubljana Stock Exchange Inc. Articles of Association, will establish the number of attending shareholders and inform about the quorum. 2. Notary public Mr. Bojan Podgoršek from Ljubljana was invited to prepare the notary's minutes. Proposed resolution to Item 2 of the Agenda: REMUNERATION OF LJUBLJANA STOCK EXCHANGE SUPERVISORY BOARD MEMBERS 1) Payments and compensation received by Supervisory Board members in 2016 shall amount to: payment for holding office: base payment to Members of the Supervisory Board: EUR; base payment to President of the Supervisory Board: EUR; attendance fees for participation at regular or correspondence sessions are not paid.

3 2) The above listed payments are given in gross amounts and shall be paid in December of the current year for the proportionate period of membership on the Supervisory Board. 3) All attendance fees already paid in 2016 shall be calculated within the payment for holding office, which shall be paid pursuant to this resolution. Proposed resolution to Item 3 of the Agenda: AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE LJUBLJANA STOCK EXCHANGE 1) In Article 2 of Articles of Association the word broker is replaced by trader. 2) Indent 10 of Article 24 of Articles of Association is deleted. 3) In Article 25 of Articles of Association a new paragraph (paragraph 3) is added, which reads: (3) General Meeting of Shareholders is held at the Ljubljana Stock Exchange registered office. In the convocation of the General Meeting the Management Board may determine that the General Meeting is held at the business address of the chosen notary public. 4) In article 27 (1) of Articles of Association the following text is deleted: The convocation of the General Meeting shall also be published on the Exchange s website ( 5) In article 27 (1) of Articles of Association the last sentence is amended in such a way that it reads: The mail needs to be sent at least thirty (30) days before the session of the General Meeting. 6) In article 27 of Articles of Association a new paragraph (paragraph 2) is added and paragraph 2 becomes paragraph 3. The new paragraph 2 reads: Notwithstanding the legal provisions or these Articles of Association on the content of the convocation, convocation deadline, publication of convocation, provisions regarding deadlines and publication of supplements to the agenda and provisions regarding the majority needed in order for the Management Board to make a decision to convene a General Meeting, the General Meeting may make decisions if all shareholders are present and validly represented at the General Meeting. 7) Article 28 of Articles of Association is amended so that it reads: The General Meeting is chaired by the President of the General Meeting. The President of the General Meeting is elected by the General Meeting at the beginning of its session. 8) In Article 30 (2) of Articles of Association the following text is deleted: The voting right shall be exercised according to the Articles of Association and the rules of procedure for the General Meeting. 9) In Article 30 of Articles of Association new paragraph (paragraph 3) is added, which reads:

4 (3) Shareholders may also vote by regular or electronic mail prior to the session of the General Meeting. A shareholder may vote by completing a ballot paper and sending the duly signed ballot paper by post to the Ljubljana Stock Exchange registered office or by sending a scanned completed and signed ballot paper by electronic mail to the address of the Exchange, which is determined by the Management Board in the convocation of the General Meeting. Together with the ballot papers the shareholder must also submit an excerpt from the court register in accordance with Article 31 (2) of Articles of Association. Only ballot papers, which the Exchange receives at the latest one day prior to the session of the General Meeting in accordance with this Article, shall be taken into account. 10) In Article 34 of Articles of Association indent 15 is added, which reads: appoints members of the Board of Issuers and the Board of Members. 11) Indent3 of Article 41 (1) of Articles of Association is deleted. 12) The text of Article 44 of Articles of Association is amended as follows: (1) Members of the Supervisory Board receive a fee for holding office for performing their tasks. (2) The amount of the fee for holding office shall be determined by the decision adopted by the General Meeting, observing the recommendations laid down in the Corporate Governance Code for Joint Stock Companies along with those put forward by the Slovenian Directors' Association. 13) In Article 46 (1) of Articles of Association the text The Board shall be composed of at least five (5) but not more than eight (8) members appointed among representatives of issuers and renowned experts from the field, by the Supervisory Board at the proposal of the Management Board. is replaced by The Board shall be composed of at least five (5) but not more than eight (8) members appointed among representatives of issuers and renowned experts from the field, by the Management Board. 14) In Article 48 (1) of Articles of Association the text The Board shall be composed of at least five (5) but not more than eight (8) members appointed among representatives of issuers and renowned experts from the field, by the Supervisory Board at the proposal of the Management Board. is replaced by The Board shall be composed of at least five (5) but not more than eight (8) members appointed among representatives of issuers and renowned experts from the field, by the Management Board. 15) Paragraph 2 of Article 59 is deleted. Proposed resolution to Item 4 of the Agenda: REPEAL OF THE RULES OF PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS OF THE LJUBLJANA STOCK EXCHANGE 1) As of the date of entry of the amendment to Article 30 of the Ljubljana Stock Exchange Articles of Association into the court register, which shall be (or if it is) adopted by the General Meeting today in

5 accordance with Item 3 of the Agenda, the Rules of Procedure of the General Meeting of Shareholders of the Ljubljana Stock Exchange as at 27 May 1997 shall be repealed. Proposer of the Resolution: On the basis of Paragraph 3 of Article 295 of the Companies Act and Article 26 of the Articles of Association of the Ljubljana Stock Exchange the Zagreb Stock Exchange, the only shareholder of the company, is the proposer of the resolutions under all items on the Agenda. INFORMATION FOR SHAREHOLDERS * * * AVAILABILITY OF MATERIALS, PROPOSED RESOLUTIONS AND INFORMATION RELATING TO THE GENERAL MEETING The materials for the General Meeting from the second paragraph of Article 297 a of the Companies Act-1, including the annual report, report from the Supervisory Board and the auditor s report, grounds for every item of the Agenda and grounds for the proposal relating to the appointing of auditor, are available for inspection to the shareholders as of 13 December 2016 at the Ljubljana Stock Exchange Inc. head office in Ljubljana, Slovenska cesta 56, every workday from am to 3.00 pm, as well as on the Ljubljana Stock Exchange Inc. website ( REQUESTS AND PROPOSALS OF SHAREHOLDERS In accordance with Article 298 of the Companies Act-1, shareholders may request a modification to the Agenda within seven (7) days after the announcement of convocation. A written proposal for a resolution, on which General Meeting is to decide, should be attached to a complete and timely sent request, or, if the General Meeting does not adopt a resolution in connection with the individual Agenda item, an explanation to the Agenda item should be sent. The additional Agenda item or the counter proposals by shareholders to individual Agenda items that will be explained in writing and submitted within seven (7) days after the announcement of convocation to the address of the Ljubljana Stock Exchange head office in Ljubljana, Slovenska cesta 56, will be published in accordance with Article 300 of the Companies Act -1 in the same manner as applied for the convocation. SHAREHOLDERS RIGHT TO INFORMATION At the General Meeting, shareholders may exercise their right to information from the first paragraph of Article 305 of the Companies Act-1, which includes data on company matters that are within the framework of the Agenda, including legal and business relations with the associated company.

6 CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING AND THE EXERCISE OF VOTING RIGHTS Shareholders that may attend the General Meeting and may exercise their voting right are those who are registered as holders of shares in the central register of book-entry securities at KDD - Central Securities Clearing Corporation Inc. at the end of the fourth (4) day prior to the General Meeting (cut-off date). The General Meeting may also be attended by shareholder representatives or proxies, who must evidence their relationship with the respective shareholder through a valid extract from the court register or written power of attorney issued by their respective shareholder and hand it to the authorized employee of the Ljubljana Stock Exchange no later than 30 minutes prior to the beginning of the Meeting. Shareholders vote in person, through their representatives or proxies on the basis of ballots which they receive upon their application for participation. Shareholders shall adopt resolutions with a simple majority of the declared votes cast. Ljubljana, 13 December 2016 Ljubljana Stock Exchange, Inc. Nina Vičar; Msc. Member of the Management Board Aleš Ipavec; Msc. President of the Management Board