Pursuant to the Article 298 of the Companies Act-1 and on the basis of the Rules of the Ljubljana Stock Exchange Plc., the holding company ISTRABENZ, d.d. herewith announces
Request to add items to the agenda
of the 14th General Meeting of Shareholders of the company ISTRABENZ, d.d., and publishing of matters to be discussed at the General Meeting,
as received by the company on 6 February 2009 from the shareholder Petrol d.d., Ljubljana.
Pursuant to the provisions of the Article 296 and Article 298 of the Companies Act-1, the shareholder Petrol d.d., Ljubljana, owner of 1,690,305 shares of the company Istrabenz, d.d., representing 32,63-percent of the company's share capital, requests the adding of additional items to the agenda of the already convened 14th General Meeting of Shareholders of the company Istrabenz, d.d., and the publishing of the following matters to be submitted to the decision of the General Meeting:
Appointment of the members of the Supervisory Board
Resolution proposal of the shareholder Petrol d.d., Ljubljana:
The General Meeting of Shareholders of the company Istrabenz, d.d., shall appoint as members of the Supervisory Board representing the shareholders with a full term of office:
- Ms. Alenka Vrhovnik Težak, M.Sc.
- Ms. Barbara Jama Živalič, M.Sc.
- Mr. Janez Grošelj, M.Sc.
- Ms. Tamara Jerman, M.Sc.
- Mr. Iztok Bajda and
- Mr. Kristjan Verbič, M.Sc.
The appointed new members of the Supervisory Board shall commence their term of office on 30 May 2009.
Explanation of the resolution proposal (Appointment of the members of the Supervisory Board):
The term of office of all Supervisory Board members – representing the shareholders, expires on 30 May 2009. Since the company's Management Board convened the General Meeting of Shareholders for the purpose of appointing two alternate Supervisory Board members for the period until the expiry of the term of office of absent members, i.e. until 30 May 2009, it is reasonable in order to avoid additional costs related with the convening of a new General Meeting and in order to maintain continuity of membership in the Supervisory Board, to appoint at the above-mentioned General Meeting of Shareholders also the members to form the company's Supervisory Board for a next term of office.
Petrol d.d., Ljubljana as shareholder with the largest number of shares of the company Istrabenz, d.d., herewith proposes to appoint as members of the Supervisory Board of Istrabenz, d.d. the following candidates:
- Ms. Alenka Vrhovnik Težak, M.Sc., graduated in Economics, member of the Management Board of Petrol d.d., Ljubljana, member of the Slovenian Corporate Treasurers Association, member of Slovenian national petroleum committee as part of World petroleum Council, member of Association Manager and member of Commission for investment policy in the Pokojninska družba A, owner of a certificate issued by the Association of supervisory board members, granting appropriate skills for performing the task of supervisory board member;
- Ms. Barbara Jama Živalič, M.Sc., graduated in Economics, member of the supervisory board of the company Geoenergo d.o.o., since 1992 employed at Petrol d.d., Ljubljana where she has performed different functions within the financial and accounting sector, presently performing the function of Director of the Sector for financial and economical support of Group's operations, owner of a certificate issued by the Association of supervisory board members, granting appropriate skills for performing the task of supervisory board member;
- Mr. Janez Grošelj, M.Sc., graduated in Mechanical Engineering, since 1995 to 2007 employed as Development Engineer, Vice Director General, Director General and Technical Director at Energetika Ljubljana, presently employed as Director of the Energetic Sector at Petrol d.d., Ljubljana, owner of a certificate issued by the Association of supervisory board members, granting appropriate skills for performing the task of supervisory board member;
- Ms. Tamara Jerman, M.Sc., graduated in Economics, employed for several years in the field of auditing, presently employed at Petrol d.d., Ljubljana as advisor to the president of the management board and internal auditor, is authorised auditor with corresponding licence, owner of a certificate issued by the Association of supervisory board members, granting appropriate skills for performing the task of supervisory board member;
- Mr. Iztok Bajda, Bachelor of Law, member of the supervisory board in the company Ogrevanje Piran d.o.o. and Geoplin d.o.o., since 1982 employed at Petrol d.d., Ljubljana where he has performed different functions, presently employed as advisor to the president of the management board, owner of a certificate issued by the Association of supervisory board members, granting appropriate skills for performing the task of supervisory board member;
- Mr. Kristjan Verbič, M.Sc., founder and president of the PanSlovenian Shareholders' Association, where he is employed for a full time. Mr. Verbič is an active member of the Association of supervisory board members.
The company Petrol d.d., Ljubljana proposes that the appointment of the above-mentioned candidates be voted on separately.
The explanation includes all data as required by the Companies Act-1, Article 298, para. 3. In addition, the shareholder Petrol d.d., Ljubljana points out that all proposed members to be appointed in the supervisory board have appropriate knowledge and experience enabling them to perform their function successfully.
On the basis of all stated above, Petrol d.d., Ljubljana as shareholder with its total shares representing more than 20-percent of the share capital of the company Istrabenz, d.d., herewith requests from the management board to publish the request for adding the items to the agenda of the 14th General Meeting of Shareholders in line with the provisions of the Companies Act-1 and the company's Articles of Association.
Igor Bavčar
President of the Management Board
of ISTRABENZ, d.d.
Standpoint of the Supervisory Board of the holding company Istrabenz, d.d., in relation to the received request of the company Petrol d.d., Ljubljana to add additional items to the agenda for the 14th General Meeting of Shareholders of the company ISTRABENZ, d.d.:
The Supervisory Board rejects the explanation of the resolution proposal regarding the appointment of the members of the Supervisory Board of the shareholder Petrol d.d., Ljubljana, since the financial calendar of the Company, which is already published, states that the regular annual Meeting of Shareholders of the company Istrabenz, d.d. will take place on 28 May 2009 with the agenda containing the item »Appointment of the new members of the Supervisory Board« in it. The forming of a proposal for the members of the Supervisory Board is within the competence of the Supervisory Board of the company that shall propose the candidates to the General Meeting of Shareholders within the framework of its competences.
In relation to the resolution proposal of the company Petrol d.d., Ljubljana the Supervisory Board also acknowledges that Petrol d.d., Ljubljana is indeed the largest shareholder of the company Istrabenz, d.d., but not the only shareholder. If the shareholder Petrol d.d., Ljubljana had based its request on the principle of proportionality (between the number of members of the Supervisory Board and the proportion of the capital share), it would have been expected that Petrol d.d., Ljubljana will propose maximum two of the existing six members of the Supervisory Board, to be appointed by the General Meeting of Shareholders, and not five members with direct interest relations with the shareholder Petrol d.d., Ljubljana.
By acting so, Petrol d.d., Ljubljana would entirely independently, without considering the interests of all remaining shareholders, exert control in the Supervisory Board of the company Istrabenz, d.d.
Janko Kosmina
President of the Supervisory Board
of ISTRABENZ, d.d. |
