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Intereuropa — AGM Information 2021
Apr 30, 2021
1982_rns_2021-04-30_11f5304e-c6ba-48ec-a321-f26dd4b0e9b5.pdf
AGM Information
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M A T E R I A L S
FOR THE 35th GENERAL MEETING OF SHAREHOLDERS
of INTEREUROPA, d. d.
Koper, April 2021


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.
Enclosure to the Item 2:
Proposal dated 22 April 2021 from the shareholder Pošta Slovenije, d. o. o. for the convening of the General Meeting of Shareholders of Intereuropa, d. d. due to the appointment of new Supervisory Board members and shareholder representatives with the candidates' statements and curricula vitae enclosed to the materials.
3. Amendments to the Statute of Intereuropa, d. d.
The Management Board and Supervisory Board hereby propose that the General Meeting of Shareholders adopt the following 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.
Grounds:
Article 297 of the Companies Act (hereinafter: the ZGD-1) allows shareholders to participate in the General Meeting of Shareholders, and to cast votes before or at the General Meeting of Shareholders by electronic means, without being physically present, if so stipulated in the Statute. In the Statute, shareholders may authorise the Management Board to arrange in detail the process of casting votes or participating in the General Meeting of Shareholders without being physically present. Given the uncertain conditions due to the COVID-19 epidemic, the Management Board and Supervisory Board propose to shareholders the supplementation of point 6.34, such that the Management Board may, with the consent of the Supervisory Board, define in detail in the convening of the General Meeting of Shareholders the process of and conditions for participation and voting by shareholders at the General Meeting of Shareholders without their physical presence.
We also propose a change to point 6.35 in order to ensure compliance with the provisions of the ZGD-1, which change the cut-off date from end of the fourth day to the end of the seventh day prior to the General Meeting of Shareholders.
Enclosure to the Item 3: Fair copy of the Articles of Association with the proposed amendments marked.