On the basis of item 9.2. of the Articles of Association of the ISTRABENZ Holding Company, the second paragraph of Article 295 of the Companies Act-1 and according to the Rules of the Ljubljana Stock Exchange, the Management Board hereby convenes the
14th General Meeting of Shareholders of the ISTRABENZ Holding Company
to be held at 3 p.m. on Wednesday,
4 March 2009, in the Amerigo Vespucci Hall
of the Congress Centre Slovenija,
at Hotel Slovenija, Obala 33, Portorož,
with the following
AGENDA:
1. Opening of the General Meeting of Shareholders and the election of its working bodies
The Management Board's proposed resolution:
The following bodies are elected:
• Chairman of the General Meeting of Shareholders: Stojan Zdolšek, lawyer;
• the Credentials Committee, composed of:
o Chairman: Robert ERNESTL; and
o Vote counters: Klavdija ULE, Mira PINTER.
The meeting will be attended by the invited notary public Dravo FERLIGOJ.
2. Appointment of two Supervisory Board Members
The Supervisory Board’s proposed resolution:
The General Meeting of Shareholders appoints instead of the resigning members Mr. Božo Predalič, M.Sc., and Mr. Anton Turnšek the following two members of the Supervisory Board with term of office commencing on 5 March 2009 and expiring on the date of termination of the term of office of all other members of the Supervisory Board:
- Ms. Alenka Vrhovnik Težak, M.Sc.Econ.
- Mr. Zoran Bošković
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The materials for the General Meeting of Shareholders are available to the shareholders from the Secretariat of the Management Board of the Company in Koper, Cesta Zore Perello-Godina 2, every working day from 9 a.m. to 2 p.m., from the day the notice of convening the General Meeting of Shareholders is published up until and including the day it is held. The materials are also available at the Company's website (www.istrabenz.si) and SEOnet. The General Meeting of Shareholders will decide on proposals published under individual items on the agenda.
The General Meeting of Shareholders may be attended by the holders of ordinary shares who are as at 2 March 2009 entered in the Share Register, or their proxies and representatives. Any authorizations shall be in writing.
The Company’s share capital consists of 5,180,000 ordinary registered no-par value shares. Pursuant to the law, each ordinary share grants to its holder one vote at the General Meeting of Shareholders. On 30 January 2009, the Company Istrabenz, d.d., holds 978 own shares bearing no voting rights.
Shareholders, their proxies or representatives may participate at the General Meeting of Shareholders and exercise the shareholders' voting rights provided that they register their participation in writing with the Management Board's Secretariat at the registered office of the Company by at 2 p.m. on 2 March 2009.
The shareholders and their proxies or representatives shall prove their identity by submitting a personal document and a written authorization, while legal representatives will also submit a copy from the Companies Register.
Any counter proposals submitted prior to or at the General Meeting of Shareholders shall be made in writing.
Shareholders are requested to come to the General Meeting of Shareholders an hour before the scheduled time so that a record of their attendance may be established and preparations for voting carried out.
You are warmly invited.
Igor Bavčar
President of the Management Board of Istrabenz
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