Regulatory Filings • Oct 6, 2022
Regulatory Filings
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Pursuant to Articles 183, 293 and 169 of the Companies Act (ZGD-1), the General Meeting of INTEREUROPA d.d. adopted in its session on 7.11.2022 (November eleventh, two thousand and twenty-two) the Consolidated Text for the
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| 1.0. COMPANY NAME AND REGISTERED OFFICE |
1.1. The Company name reads: INTEREUROPA, Globalni logistični servis, delniška družba (Global Logistics Service, Ltd. Co.), hereafter referred to as the Company). --------------------------------------------------
An integral part of the firm is the trademark referred to in Section 1.5 of the Statute.
-------------------------------------------------- ------------------------- 1.2. The abbreviated Company name is: INTEREUROPA d.d..-------------------------
1.3. The Company's registered office is: Koper, Vojkovo nabrežje 32.
-------------------------------------------------- ------------------------ 1.4. INTEREUROPA d.d. and companies, affiliated under the unified Management, form the INTEREUROPA Group (hereinafter referred to as: the Group).
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1.5. The Company and the Group use its service brand that consists of the trademark and the name INTEREUROPA, in the prescribed logotype in green colour on white ground. The trademark represents a stylized figure of a man with a crate. The service mark is protected as service brand.
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The mark protected by the brand shall be used as letterhead on stationery and other corporate documentation, on the fleet of vehicles and name plates/ boards, in marketing, promotion and advertising, in all communications with the public.
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In signs, name plates/boards, business premises, equipment, advertisements, publications, exhibitions and any other occasions involving external appearance elements, the corporate style, subject to its aesthetic features and corporate image, has to be applied by the entire Group (the parent and affiliated companies). The elements, form, scope and application of this corporate style are defined by an organizational regulation adopted by the Managing Board.
2.1 (two point one) The Company and group of related companies shall perform profitable activities with the common goals of maximising the value of the Company and creating value for shareholders while taking into account the principle of sustainable development, and working for the benefit of employees, the wider community and other stakeholders. -------------------------------------------------- -------------------------
The Company's activities shall be as follows:
38.120 Collection of hazardous waste
45.190 Sale of other motor vehicles
46.140 Agents involved in the sale of machinery, industrial equipment, ships and aircraft
The Company may, without being entered in the companies register, execute all other transactions that are necessary for its existence and for pursuing the activities stated in this point of the Articles of Association, with the exception of those transactions for which the law defines special conditions or requires the prior consent of a competent authority or organisation prior to execution.
3.1. The share capital of the Company amounts to EUR 27,488,803 (in words: twenty-seven million four hundred and eighty-eight thousand and eight hundred and three EUR 00/100) and is divided into:
a.) 7,902,413 (seven million nine hundred and two thousand and four hundred and thirteen) ordinary, no-par value, dematerialized, freely transferable shares that were fully paid in by contributions in cash, and
b.) 8,928,425 (eight million nine hundred and twenty-eight thousand and four hundred and twenty-five) ordinary, no-par-value, dematerialized, freely transferable shares and 10,657,965 (in words: ten million six hundred and fifty-seven thousand nine hundred and sixty-five) preferential, no-par value, dematerialized, freely transferable shares, fully paid by delivery of contributions in kind in total value EUR 19,586,390 (nineteen million five hundred and eighty-six thousand and three hundred and ninety EUR), in that the contributions-in-kind stand for the monetary claims of individual creditors, as follows:
Each individual no-par-value share shall stand for an equal shareholding and the appurtenant amount in the Company's share capital. The shareholding of each no-par-value share in the Company's share capital shall be determined in accordance with the number of such noparvalue shares issued. Individual no-par-value shares are indivisible.
The holders of ordinary no-par-value shares are entitled to:
The holders of preferential no-par-value shares are entitled to:
Preference shares entitle their holders to participation priority in the profit in the amount of 0.01 EUR (preferential amount) per share. The preferential amount is paid out in addition to participation in the profit pertaining to the holders of ordinary shares, in accordance with the Resolution on appropriation of accumulated profit.
These amounts are payable for the first time at the pay-out of profit (dividend) for the year 2013.
3.2. All shares are fully paid-up.
3.3. On request of the shareholders, the Company shall issue certificates on the subscribed and paid-up shares, at the expense of the applicant.
otherwise stipulated or allowed by law or secondary regulations. --------------------------------------------------
3.6. A forced retirement of shares is allowed for the purpose of covering the loss by way of reducing the share capital.
4.1. The Company may acquire own shares for the purposes and under the procedure provided by the law.
The Company may not acquire own shares exclusively for the purpose of trading.
4.2. The General Meeting may authorize the Managing Board for the acquisition of own shares.
The authorization for purchasing must be adopted by no less than a 3/4 (three quarter) majority of votes of the capital stock represented and shall be valid for 18 months. ----- --------------------------------------------------
In its Resolution granting the authorization to acquire own shares, the General Meeting shall also fix the minimum and maximum selling price for these shares, as well as the share (%) thereof, whereby the total nominal amount of own shares may not exceed 10% of the capital stock.
4.3. If not otherwise set out in the resolution by the General Meeting, the Company may dispose of its own shares, acquired under the authorization referred to in Section 4.2. hereof, only by transactions concluded in the organized Securities Market.
The General Meeting may also authorize the Managing Board to retire own shares acquired in the manner described above without taking a further decision to reduce the share capital.
-------------------------------------------------- 4.4. The reserves for own shares that are mandatory by law shall be formed by the Managing
Board at the time of drawing up the Annual Report. --------------------------------------------------
The reserves required for own shares may only be made provided that this fact shall not reduce the share capital of the Company and/ or the reserves required by law or this Statute which are not eligible for a payout to the shareholders, and provided that the total nominal, or any higher emission amount for the Company's shares has been fully paid up.
5.1. Any increase of the capital stock by way of new emission of shares, the type and class of the shares shall be subject to a resolution by the General Meeting, deciding by the threequarter-majority of the share capital represented. ---
5.2. The currently registered shareholders shall have the pre-emptive right to subscribe to new shares in proportion to their shareholding in the Company. The pre-emptive right may only be excluded by the General Meeting Resolution, adopted by the three-quarter-majority. --- --------------------------------------------------
The provision of the first paragraph of this Section shall also apply to assuring the options and other entitlements to subscription of new shares, whereby the General Meeting may decide on such options and other entitlements to subscribing new shares, and on any evtl. resulting exclusion of the pre-emptive right vested in the currently registered shareholders, only after the resolution on increasing the capital stock of the Company has been adopted. ------- --------------------------------------------------
5.3. No later than in 8 (eight) days following the General Meeting's Resolution on the share capital increase by issuing new shares, the Managing Board shall, by publication in daily newspapers, invite the currently registered shareholders to subscribe and pay-in the new shares in proportion to their current shareholding in the Company. The current shareholders shall subscribe to newly issued shares no later than in 14 (fourteen) days after publication in the daily press, unless the resp. Resolution on new shares issue should provide otherwise. --------------------------------------------------
5.4. To enforce the right of pre-emption, the beneficiary shall send a statement in writing to the Managing Board in the term specified in the Resolution on the issue of new shares. --- --------------------------------------------------
Should the current shareholders not enforce their right of pre-emption and not subscribe to newly issued shares in the due term, the Managing Board may invite third parties to subscribe to new shares.
5.5. The procedure of issuing and the terms of subscription to new shares, as well as the payment thereof, are laid down by law or the resp. Resolution of the General Meeting on new shares issue.
5.6. The increase of share capital shall become effective on the date of entry in the Register of Companies held with the Court.
5.7. The General Meeting may decide to increase the share capital of the Company from other elements of equity capital.
The elements of equity capital that are transformed into share capital shall be stated in the last annual Balance Sheet, or in the Interim Balance Sheet resp., drawn up in compliance with the
provisions of the law regulating the annual balance sheet. -------------------
The General Meeting may decide to increase the share capital by transforming other elements of equity capital into the share capital only after the Annual Report for the preceding financial year, concluded before deciding on the capital increase, has been duly adopted.
5.8. It is prerequisite that the Balance Sheet underlying for the restructuring of other elements of equity capital into share capital be audited, and bear the Auditor's approval. --------
5.9. The restructuring of other elements of equity capital into the share capital is not allowed if the relevant Balance Sheet states a retained loss or a net loss of the financial year.
5.10. The increase of the share capital from re-structuring of other elements of equity capital may either result in a higher nominal value of the share, or in issuing new shares, respectively. If new shares are issued, the current shareholders shall be entitled to new shares in proportion with their shareholding in the Company's share capital.
5.11. The increase of share capital from other elements of equity may not give rise to a decrease of these elements under the minimum level permitted by law.
5.12. In order to implement the reasons laid down by law, the General Meeting may decide, applying the procedure required by law and this Statute that the share capital be increased by no more than a half of the share capital that exists at the time of deciding on such an increase of capital (conditional increase of capital).
In each Resolution on the conditional increase of the share capital, adopted by the General Meeting, the amount and the reason underlying the conditional increase of the share capital shall be clearly determined.
5.13. Such a decision by the Managing Board on the substance of the rights vested in the newly issued shares and on the terms and conditions for issuing the shares from the authorized capital, is subject to obtaining the consent by the Supervisory Board.
5.14. The Supervisory Board is authorized to amend the Statute and align it with the validly adopted decision of the Managing Board regarding the share capital increase and the issue of new shares of the Company from the authorized capital.
5.15. The Company may reduce the share capital if so required by law or resolved by the General Meeting with a 3/4 (three quarter) majority of vote. The Resolution must contain the reason for, or purpose of reducing the share capital, as well as the method of decreasing the share capital.
The law also provides the terms for applying the simplified procedure in the share capital decrease.
6.2. The Managing Board shall run the Company independently, assuming full responsibility: it also acts for the Company and represents it against third party, without limitations. --------------------------------------------------
6.3. The Managing Board is appointed and recalled by the Supervisory Board.
6.4. The Managing Board consists of no more than 4 Members.
The structure of the Managing Board – the President, Deputy President and the number of members thereof – shall be specified by the Supervisory Board in its Resolution Appointing the Managing Board.
6.5. Each member of the Managing Board shall be responsible for a particular scope of operations, to be further regulated in the Rules of Procedure on the operation of the Managing Board.
6.6. The Management Board shall adopt decisions by majority vote of all its Members.
6.7. The term of office of the Managing Board Members shall be up to 5 (five) years, counting from the day of appointment.
6.8. The Company is represented by the President of the Managing Board with a Member of the Managing Board or jointly by two Members of the Managing Board. If the Company has a person with the power of procuration, the latter shall represent the Company together with the President of the Managing Board or with a Member of the Managing Board
6.9. The Managing Board may entrust a person in the company or outside it with the power of procuration that relates to the whole Company. The power of procuration may also be granted to one person for a Company's subsidiary.
6.10. In case the Director of Labour Relations is given a vote of non-confidence, the Supervisory Board shall relieve her/him of this position in its first session.
-------------------------------------------------- -------------------------------------------------- 6.11. The Management Board shall adopt the Rules of Procedure to define its work. If the Supervisory Board, by way of a resolution on the election of a Management Board member, also determines the work area of a Management Board member, the Management Board shall observe the decision of the Supervisory Board when distributing the work areas to Management Board members in the Rules of Procedure.
6.12. In addition to legal requirements, the President and each Member of the Managing Board shall satisfy the following criteria:
All the requirements from the preceding paragraph shall also apply to Human Resources Executive, except the requirement for service / experience in managerial positions.
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6.13. The Managing Board is competent to adopt the Company bylaws, unless otherwise required by the law.
6.14. The preparation of the Annual Report is also the responsibility of the Managing Board.
6.17. The Supervisory Board consists of 6 (six) members, thereof 2 members are elected as representatives of employees by the Works Council.
6.18. The General Meeting elects the Supervisory Board by a simple majority of votes of the shareholders attending, whereas the Members representing the employees are elected by the Works Council.
6.19. The Supervisory Board members shall be appointed for a term of 4 (four) years, and may be re-elected.
The Supervisory Board shall elect its President and Deputy President from among its members. The Presidency shall last the whole term of office, unless the Supervisory Board should decide otherwise. The Deputy President is vested with the President's powers in case the President is unable to attend.
The President shall convene and conduct the sessions of the Supervisory Board, and be authorized to express the will and publish the decisions taken by the Supervisory Board. --------------------------------------------------
The Supervisory Board President represents the Company against the Management Board, and represents the Supervisory Board against the bodies of the Company, as well as third parties, unless otherwise stipulated for each concrete case.
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It is imperative that the President be the representative of shareholders.
6.20. The session of the Supervisory Board may be convened by the President on its own or another Member's initiative, or on behalf of the Managing Board.
6.21. The Supervisory Board shall make decisions in its sessions. Decisions and resolutions by the Supervisory Board may be adopted in writing, by telephone, telegraph or by similar technical devices, provided that no member disagrees about such communication. -------------------------------------------------- ------------------
6.22. The Supervisory Board is in quorum if more than one half of the members are present. --------------------------------------------------
6.23. In the event of a tie, the Supervisory Board President shall have the casting vote. --------------------------------------------------
6.24. The Resolution requiring a recall before time of the shareholders' representatives is valid if adopted with 3/4 majority of votes cast in the General Meeting, while the conditions for discharging the representatives of employees are laid down in the Rules of Procedure by the Works Council.
Notwithstanding the provision of the preceding paragraph hereof, upon proposal of the Supervisory Board or shareholders representing no less than 10% of the share capital, the Court may, for cogent reasons, recall a Member of the Supervisory Board.
6.25. Should the term of office of a Supervisory Board Member expire for any reason, the supplementary election shall be held in four months at the latest. --------------------------------------------------
6.26. The Supervisory Board Members are entitled to remuneration for the pursuit of their function, in the amount fixed by the General Meeting. The Supervisory Board members and the members of Supervisory Board committees are entitled to receive attendance fee for attending and their preparation for the sessions, as well as the refund of the costs incurred at performing the work assigned by the Supervisory Board and the resp. committees, in the amount fixed by the General Meeting.
Members of the Supervisory Board may not participate in the profit.
6.27. The Supervisory Board shall further regulate the approach to, and terms of its operation by setting up the Rules of Procedure.
6.29. The shareholders exercise their rights related to the Company in the General Meeting.
6.30. The General Meeting may be convened by the Management Board, the Supervisory Board, or on a written initiative of the shareholders representing 5% (five per cent) of the Company's share capital. The shareholders representing 5% (five per cent) of the share capital in the Company may file a request to convene the General Meeting also by e-mail, to be sent to the respective e-mail address of the Company. Enclosed to the request, in writing, shall be the agenda, proposal of resolution for each proposed agenda item to be put to vote to the General Meeting, or in case no resolution is (or needs to be) adopted on a particular agenda item, the explanation of the agenda item. ----------------------------
6.31. 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.
-------------------------------------------------- 6.32. The session in which the General Meeting decides about the use of Accumulated Profit and the discharge note shall be held within eight months after closing the financial year, as specified in Section 7.1 hereof. --------------------------------- The announcement of the session of the General Meeting that is to decide about the subject matters referred to in the preceding paragraph shall also contain the venue in which the Company's Annual Report and the Report by the Supervisory Board are available to the
shareholders. ------------------------------------
Upon receiving a shareholder's request in writing, the Company shall provide them free of charge, on the next working day, with a copy of the Annual Report and the Report of the Supervisory Board, unless these reports are published on the Company's website.
6.33. The General Meeting consists of the Shareholders. --------------------------------------------------
6.34. As a rule, the General Meeting shall be held at the registered office of the Company. Unless otherwise decided by the Supervisory Board, the General Meeting shall be held in the Company's business premises. The Supervisory Board may decide to convene the General Meeting in another place if it deems that the venue proposed shall not adversely affect the attendance of shareholders.
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
6.35. 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 seventh day prior to the General Meeting of Shareholders may participate and exercise their voting rights at the General Meeting of Shareholders. --------
6.36. The General Meeting decides validly if more than 15% (fifteen percent) of the votes are present in the session (first convening). If the quorum is not met in the first date set for the General Meeting, a new session with the same agenda shall be convened, in which the decisions shall be validly taken without regard to the quorum of the share capital represented; this fact shall be noted in the letter convening the General Meeting (the second convening of the General Meeting).
6.37. Save as otherwise provided by law or this Statute, the General Meeting shall decide by the majority of the votes cast.
The three-quarter majority of the capital represented is required for decisions in these matters: - changes to the Statute,
In case of a change to this Statute giving rise to group the current shares into shares of a higher nominal amount, whereby the capital stock of the Company remain unchanged, such a grouping of shares shall be subject to the consent of each shareholder.
The Company has to publish the result of voting on the web site of the Company.
6.38. The shareholders exercise their rights from their shares directly in the General Meeting or indirectly, through proxies. The proxy (Power of Attorney) shall be granted in writing and deposited with the Company.
6.39. Shareholders may appoint a proxy using the electronic means. The Form for voting by proxy in the General Meeting is available on the web site of the Company (the Proxy Form). The proxy, scanned as attachment, may be transmitted by e-mail to the address published by the Company in the convocation of the General Meeting, or sent by telefax. The Company reserves the right to check the authenticity of the shareholder or the proxy-holder respectively.
6.40 At the time of deciding on the use of accumulated profit in accordance with Section 7.9 hereof, the General Meeting also decides on awarding the discharge note to the Managing Board and Supervisory Board of the Company. ------------------------
If so decided by the General Meeting or required by the shareholders representing 10 % of the Company's share capital, the awarding the discharge note to each individual Member of the
Managing or Supervisory Board shall be put to vote separately. ----------------
6.41. By granting the discharge note, the General Meeting confirms and approves the work of the Managing Board and Supervisory Board in the resp. financial year, to which the Annual
Report relates. ------------------------------------------ ------
The fact that the General Meeting has not awarded the discharge note to the Managing Board or its particular Member is not yet construed as a vote of non-confidence to the Managing Board or that particular Member thereof.
6.42. The General Meeting shall, by a simple majority of votes cast, adopt its Rules of Procedure.
7.0. ANNUAL REPORT, PROFIT AND DIVIDENDS
7.1. The Financial Year corresponds to the calendar year.
7.2. After closing the financial year, the Managing Board shall draw up the Annual Report within the term required by law and submit it to the Supervisory Board jointly with its proposal for the use of accumulated profit - to be presented to the General Meeting – and the Auditor's Report, in eight days after the latter has been received.
The Audit of the Annual Report referred to in the first paragraph of this Section hereof shall be completed within six months after closing the financial year.
7.3. The Supervisory Board shall examine the Annual Report and proposal for the use of accumulated profit as submitted by the Managing Board, in accordance with Section 7.2. hereof.
Each Supervisory Board Member is entitled to examine and verify all the underlying documents for the Annual Report that are to be submitted for their perusal, unless the Supervisory Board should decide otherwise.
7.4. Having reviewed the Annual Report and proposal for the use of accumulated profit, the Supervisory Board shall draw up a report on its findings and submit it to the General Meeting. This report shall provide information on the approach applied, and scope of the review of the
Company's management during the financial year. -----------------------
In its report, the Supervisory Board shall also include its position on the Auditor's Report. --
In the conclusion of its report, the Supervisory Board shall declare if there are any remarks to the Annual Report reviewed, and state whether it is confirming the Annual Report. ----- --------------------------------------------------
7.5. After the Supervisory Board has confirmed the Annual Report, it shall be deemed as approved.
Within a month after the Annual Report has been submitted to its review, the Supervisory Board shall deliver its report to the Managing Board; otherwise the latter shall immediately grant an additional term - no more than one month – to the Supervisory Board. Should the Supervisory Board fail to deliver its report in the additional term, it shall be deemed that the Supervisory Board has not approved the Annual Report.
7.6. Upon publishing the call for the General Meeting, the Annual Report and the report by the Supervisory Board shall be made available to the shareholders at the registered office of the Company. ------------------------------------------
7.7. Should the Supervisory Board not confirm the Company's Annual Report, and if both the Supervisory and Managing Board should leave the decision on adopting the Annual Report to the General Meeting, the latter shall be competent to adopt and approve the Annual Report. - --------------------------------------------------
In the cases referred to in the first paragraph of this Section, the report submitted by the Supervisory Board to the General Meeting shall comprise the Resolutions taken by the Managing and Supervisory Board.
7.8. When adopting the Annual Report, the General Meeting shall comply with the provisions of the Slovenian Companies Act (ZGD-1) and the International Financial Reporting Standards (IFRS).
Should the General Meeting change the completed Annual Report of the Company, it shall be reviewed by the Auditor once again in two weeks' time after it was received by the General Meeting.
7.9. Upon proposal by the Managing Board and Supervisory Board, the General Meeting shall decide on the use of the Company's accumulated profit. --------------------
The General Meeting's Resolution on the use of accumulated profit shall comprise the information on:
the portion of accumulated profit, the use of which shall be subject to a decision within the next two financial years (Retained profit),
the portion of accumulated profit to be used for other purposes as set out herein.
A portion of the profit achieved in a particular financial year may be used for the participation of workers in the profit (profit-sharing). -
7.10. In deciding on the use of accumulated profit, the General Meeting is not bound to the proposal by the Managing Board and Supervisory Board, but rather to the Annual Report adopted. ---------------
The General Meeting's Resolution on the use of accumulated profit shall not change the Annual Report as it was adopted. -------------------------------
7.11. The Managing Board is authorised to pay out dividends (interim dividends) on the basis of the estimated accumulated profit of the current year.
The payout of dividend shall be approved by the Supervisory Board. Interim dividends may not exceed one half of the accumulated profit estimate including the reserves, and one half of the accumulated profit generated in the preceding year.
-------------------------------------------------- 8.0. INTERNAL
8.1. The Internal organization of the Company is set out in a special act adopted by the Managing Board.
9.1. Unless otherwise provided by special regulations/laws or this Statute, the information and communications of the Company subject to the publication requirement shall be published electronically via the SEO-Net information system of the Stock Exchange and on the website
of the Company for no less than 7 (seven) days, however, only after the publication by the Stock Exchange (SEO-net) in electronic form.
9.2. The Annual Report with the Auditor's Opinion shall be published in the way as required by law and the derived secondary regulations, and submitted to the organization authorized for data processing and publishing, within eight months after closing the financial year.
9.3. The Company may publish its communication on internal notice boards and in other public media, as decided by the Managing Board or Supervisory Board.
10.1. The Company is established as a company with perpetual existence.
10.2. It may terminate for the reasons and subject to the procedure provided by the law.
11.1. The Managing Board shall, by issuing a resolution, classify the information to be regarded as confidential. This resolution shall be submitted to shareholders, members of the Company bodies, employees and other persons responsible for protecting the business secrecy, binding them with the confidentiality requirements.
11.2. The business secrecy shall govern any data and information, for which it is evident that considerable loss/ damage would arise if revealed to an unauthorized person. In its resolution referred to in Section 11.1 hereof, the Managing Board shall determine the way of protecting confidentiality, as well as the accountability of the persons responsible for protecting the business secrecy.
12.1. This Statute shall become effective when entered in the Register of Companies. On the date of enforcement hereof, the preceding version of the consolidated text of the Statute of the Company Intereuropa d.d., as adopted on 31.5.2021 (May thirty- first, two thousand twentyone), shall become ineffective and be replaced by this Statute. ------------------
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12.2. The bylaws shall be used as the acts of the Company provided they are not in
contravention of this Statute. ----------------------------------------------------
The Managing Board shall be held responsible for ensuring that the bylaws are compliant with this Company's Statute. ------------------------------------------------------
Chairman of the General Meeting I N T E R E U RO P A d. d. -------------------
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