Pre-Annual General Meeting Information • Mar 30, 2017
Pre-Annual General Meeting Information
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TELEKOM SLOVENIJE, d. d. Cigaletova 15 1000 LJUBLJANA
Ref. no.: 2017/005309-MK
Pursuant to the provisions of Article 298 of the Companies Act (hereinafter: the ZGD-1) and in connection with the convening of the 28th General Meeting of Telekom Slovenije, d. d., Cigaletova 15, 1000 Ljubljana, to be held in the Company's multimedia conference room at the same address at 3.30 pm on 21 April 2017, Slovenski državni holding, d. d., Mala ulica 5, Ljubljana, hereby submits, in its own name and on the behalf of the Republic of Slovenia as shareholder, the following:
Ljubljana, 27 March 2017
Slovenski državni holding, d. d., Mala ulica 5, p.p. 139, 1001 Ljubljana, Slovenia; Telephone: +386 1 300 91 42; Fax: +386 1 300 91 41; http://www.sdh.si; The company is entered in the Companies Register at the Ljubljana District Court under entry no. 1/21883/00; Share capital: EUR 260,166,917.04; Chairman of the Supervisory Board: Damjan Belič; Registration no.: 5727847; VAT ID no.: SI46130373
Pursuant to Article 19 of the Slovenian Sovereign Holding Company Act (Official Gazette of the Republic of Slovenia, No. 25/14), Slovenski državni holding, d. d. (hereinafter: the proposer) manages the capital assets of the Republic of Slovenia, at its own discretion and on the behalf of the Republic of Slovenia, including an investment in Telekom Slovenije, d. d. The Republic of Slovenia is the holder of 4,087,569 shares of Telekom Slovenije, d. d. (hereinafter: the Company), representing a 62.544% participating interest in the Company's capital. The proposer is also the direct holder of 277,839 shares of Telekom Slovenije, d. d., which represents a 4.251% participating interest in the Company's share capital. With this, the proposer demonstrates its legal interest and legal entitlement to submit this request to amend the agenda.
Pursuant to Article 298 of the Companies Act (ZGD-1), the proposer submits this request to amend the agenda of the Company's 28th General Meeting by including a new point 9, under which the General Meeting shall decide on the proposed resolution to amend the Company's Articles of Association.
The proposer requests that a new point 9 be added to the agenda after point 8, which reads as follows:
The fourth paragraph of Article 19 of the Articles of Association shall be amended to read as follows:
"The conditions set out in the previous paragraph shall not apply to the Worker's Director as member of the Management Board. Those conditions and criteria shall be set jointly by the Supervisory Board and Works Council."
An arrangement is hereby proposed, under which the conditions and criteria for the Workers Director shall be set jointly by the Supervisory Board and Works Council, as it has been assessed that the proposed arrangement could contribute to the constructive cooperation of the Company's stakeholders.
The proposer calls on the Company's Management Board to treat this request to amend the agenda of the General Meeting in accordance with Article 298 of the ZGD-1, to amend the agenda in accordance with this request, and to published the final copy of the agenda without delay in the same manner the materials for the General Meeting were published.
Nada Drobne Popovič, MSc Lidia Glavina
Member of the Management Board President of the Management Board
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