AI assistant
Intereuropa — AGM Information 2021
Apr 30, 2021
1982_rns_2021-04-30_24b52fc7-08b8-47c5-9eb5-1e73bc89c052.pdf
AGM Information
Open in viewerOpens in your device viewer

CONVENING OF THE
35th GENERAL MEETING OF SHAREHOLDERS
of INTEREUROPA, d. d.
Koper, April 2021


MANAGEMENT BOARD Koper, 29 April 2021
Pursuant to Point 6.30 of the Statute of Intereuropa, d. d. and paragraph 3 of Article 295 of the ZGD-1 the company's Management Board hereby convenes the
35th General Meeting of Shareholders of Intereuropa, Globalni logistični servis, d. d., with its registered office in Koper at Vojkovo nabrežje 32,
which will be held on Monday, 31 May 2021 at 1 pm
in the large conference room on the ninth floor of the commercial building of Intereuropa, d. d. in Koper at Vojkovo nabrežje 32,
is hereby convened with the following agenda:
1. Opening of the General Meeting of Shareholders, establishment of quorum and appointment of the working bodies of the General Meeting of Shareholders
The shareholder Pošta Slovenije, d. o. o. hereby proposes that the General Meeting of Shareholders adopt the following Resolution no. 1:
- Mr Matjaž Ujčič shall be elected chair of the General Meeting of Shareholders.
- Ms Mateja Tevž and Ms Jana Flego shall be elected vote-counters for the purpose of establishing quorum and conducting voting on the individual items on the agenda.
An invited notary shall be present at the General Meeting of Shareholders.
2. Briefing of the General Meeting of Shareholders on the resignation of Supervisory Board member and shareholder representative Boris Novak, MSc, the recall of Supervisory Board member and shareholder representative Mr Milan Perović, and the election of two new Supervisory Board members and shareholder representatives
The shareholder Pošta Slovenije, d. o. o. hereby proposes that the General Meeting of Shareholders adopt the following Resolution no. 2.1:
Mr Milan Perović is hereby recalled from his position as member of Intereuropa, d. d.'s Supervisory Board.
The shareholder Pošta Slovenije, d. o. o. hereby proposes that the General Meeting of Shareholders adopt the following Resolution no. 2.2:
Mr Tomaž Kokot shall be appointed to serve as member of the Supervisory Board and shareholder representative for a four-year term of office, effective 31 May 2021.
The shareholder Pošta Slovenije, d. o. o. hereby proposes that the General Meeting of Shareholders adopt the following Resolution no. 2.3:
Mr Franci Mihelič shall be appointed to serve as member of the Supervisory Board and shareholder representative for a four-year term of office, effective 31 May 2021.
3. Amendments to the Statute of Intereuropa, d. d.
The Management Board and Supervisory Board hereby propose that the General Meeting adopt the following resolution:
Resolution no. 3
The following amendments to the Statute shall be adopted:
A new second paragraph shall be added to Article 6.34, reading:
With the Supervisory Board's consent, the Management Board may stipulate in the convening of the General Meeting of Shareholders that shareholders may participate in and cast votes before or at the General Meeting of Shareholders by electronic means, without being physically present. The Company's Management Board is authorised to arrange in detail the process of casting votes or participating in the General Meeting of Shareholders without being physically present, depending on the requirements and limitations needed to determine the identity of shareholders and ensure secure electronic communications in a way that is proportionate with the achievement of those objectives.
Point 6.35. shall be amended to read:
Only those shareholders who announce their participation to the Company by no later than the close of business on the fourth day prior to the General Meeting of Shareholders and who are entered as shareholders in the central register of book-entry securities by no later than the close of business on the seventh day prior to the General Meeting of Shareholders may participate and exercise their voting rights at the General Meeting of Shareholders.
On the basis of the adopted amendments to the Company's Statute, a fair copy of the Statute of Intereuropa, Globalni logistični servis d.d. shall be adopted with the amended first paragraph of point 12.1, which reads:
This Statute shall become effective when entered in the companies register. On the day this Statute enter into force, the consolidated text of the Statute of Intereuropa, d. d. of 30 December 2019 shall cease to be in force, and shall be replaced in their entirety by the text of this Statute.
* * *
Information for shareholders
Right to information and availability of materials for the General Meeting of Shareholders A shareholder shall be entitled to exercise their right to information at the General Meeting of Shareholders pursuant to the first paragraph of Article 305 of the Companies Act (ZGD-1).
Materials for the General Meeting of Shareholders, including proposed resolutions and explanations, and the other materials set out in the second paragraph of Article 297a of the ZGD-1, shall be accessible by shareholders at the Management Board's secretary at the Company's registered office, every business day between 9 am and 12 pm, from the date of publication of the convening of the General Meeting of Shareholders until the conclusion thereof. The agenda and other materials for the General Meeting of Shareholders shall be published in the stock exchange's SEOnet information system at http://seonet.ljse.si and shall be accessible to shareholders on the Company's website at www.intereuropa.si. In accordance with the Company's Articles of Association, the notice of convening of the General Meeting of Shareholders shall also be published on the website of the AJPES.
Supplementation of the agenda
Following publication of the notice of convening of the General Meeting of Shareholders, shareholders whose joint holdings total at least one-twentieth of the share capital may request in writing that an additional item be included on the agenda. Written requests shall include the proposed resolution on which the General Meeting of Shareholders is to decide, or an explanation of the agenda item when the General Meeting of Shareholders is not passing a resolution on the agenda item in question. It is sufficient if shareholders send their requests to the Company no later than 7 (seven) days after publication of the convening of the General Meeting of Shareholders. Requests may be sent by post to the address Intereuropa, d. d., Vojkovo nabrežje 32, 6000 Koper or by email to [email protected]. Additional items on the agenda and the final draft of the agenda shall be published in accordance with Article 298 of the ZGD-1.
Shareholder proposals
Shareholders may submit proposed resolutions in writing for each item on the agenda by sending them by post to Intereuropa, d. d., Vojkovo nabrežje 32, 6000 Koper or by email to [email protected]. A shareholder's proposal shall only be published and communicated in the manner set out in Article 296 of the ZGD-1 if the shareholder has sent the Company a reasonably justified proposal within seven days following the publication of the convening of the General Meeting of Shareholders, and if it has informed the Company of its intention to object to a proposed resolution at the General Meeting of Shareholders and that it will call on other shareholders to vote in favour of its proposal.
Requests to add items to the agenda and proposed resolutions that are submitted to the Company by email shall be sent in scanned form as an attachment, and shall contain the handwritten
_ _ _
signature of the natural person in question, or of the legal representative of a legal entity, and the stamp or seal of the legal entity, if used. The Company shall have the right to verify the identity of the shareholder or proxy who submits a request or proposal by email, and the authenticity of their signature.
_ _ _
Shareholder's right to information
Shareholders may pose questions and request information on matters pertaining to the Company at the General Meeting of Shareholders when so required for the assessment of agenda items, and may exercise their right to information in accordance with paragraph 1 of Article 305 of ZGD-1. Detailed information regarding shareholders' rights set out in the first paragraph of Article 298, the first paragraph of Article 300, Article 301 and Article 305 of the aforementioned act is available on the Company's website at www.intereuropa.si.
Conditions for participation at the General Meeting of Shareholders
Only those shareholders who are registered as such in the central register of book-entry securities at the Central Securities Clearing Corporation (KDD) by no later than the close of business on the seventh day prior to the General Meeting of Shareholders have the right to attend and exercise voting rights at the General Meeting of Shareholders (cut-off day). Shareholders shall register to participate in writing by 27 May 2021, inclusive. Registration shall be sent by registered post to: Intereuropa, d. d., Koper, Attn: Management Board – for General Meeting of Shareholders, Vojkovo nabrežje 32, 6000 Koper. Registration for the General Meeting of Shareholders may not be carried out by electronic means. Only registration forms with original signatures and sent by registered post by 27 May 2021, inclusive, shall be taken into account and deemed valid.
Each shareholder entitled to participate in the General Meeting of Shareholders may appoint a proxy to participate in the General Meeting of Shareholders and to exercise voting rights on their behalf. Proxy agreements shall be in writing, and shall be submitted to the Company, where they shall remain stored.
Registration forms and proxy agreements for the General Meeting of Shareholders are accessible on the Company's website. Proxy agreements may also be submitted to the Company by email at [email protected], in scanned form as an attachment, or by fax. Proxy agreements shall contain the handwritten signature of the natural person in question, or of the legal representative of a legal entity, and the stamp or seal of the legal entity, if used. The Company shall reserve the right to verify the identity of a shareholder or proxy who submits a proxy agreement. Shareholders may cancel a proxy agreement in the same manner that it was issued until the day of the General Meeting of Shareholders.
Shareholders, their legal representatives or their proxies shall identify themselves by means of a personal identification document, a written proxy agreement and, for legal representatives, an extract from the companies register.
Number of shares issued by the Company at the time of convening
On the day of the convening of the General Meeting of Shareholders, the total number of shares issued by Intereuropa, Globalni logistični servis, d. d. was 27,488,803. Of that amount, 27,470,513 shares or 99.9335% of the Company's total shares had voting rights. Each share entitles its holder to one vote at the General Meeting of Shareholders.
Voting method
The General Meeting of Shareholders shall decide on the published proposals for resolutions for individual items on the agenda. A simple majority of shareholder votes shall be required to pass the resolution under point one and to pass the resolution on the appointment of Supervisory Board members under point two. A three-quarters majority of represented share capital shall be required to pass the resolution on the recall of the Supervisory Board member and to pass the resolution to amend the Articles of Association. Shareholders shall vote with the help of an electronic voting device, using ballots, or by the raising of hands, if no shareholder objects.
Call to major shareholders to inform the public of their governance policy
Pursuant to Point 6.2 of the Slovenian Corporate Governance Code, Intereuropa, d. d. calls on major shareholders, in particular institutional investors and the state, to inform the public of their governance policy as it relates to their investment in the public limited company Intereuropa, d. d. That public disclosure shall include, at a minimum, their voting policy, the type and frequency of governance activities, and the dynamics of communication with the Company's management and supervisory bodies.
***
The conference room in which the General Meeting of Shareholders will be held shall be open 60 minutes prior to the start thereof. Ballots (or electronic voting devices) shall be distributed during that time. If the General Meeting of Shareholders is not quorate, it shall be held again the same day, i.e. on 31 May 2021 at 2 pm, in the same room. The General Meeting of Shareholders may then pass resolutions, irrespective of the amount of share capital represented.
When arriving and participating in the General Meeting of Shareholders, shareholders are kindly asked to comply with the measures and instructions of the Company, and to consistently respect the recommendations of the National Institute of Public Health (NIJZ) in order to mitigate the risk of infection with COVID-19.
We look forward to seeing you.
Intereuropa, d. d. President of the Management Board Marko Cegnar