In pursuance of Article 22 of the Statute of BTC d.d. Ljubljana, Šmartinska 152,
I hereby convene the annual general meeting (AGM) of shareholders,
To be held on 13 June 2008 at 9.30 am in Mercurius Congress Hall, Šmartinska 152, 1000 Ljubljana.
Agenda of the annual general meeting and proposals of decisions:
1. Opening of the session, establishment of quorum, election of a working presidency of the AGM
The Management Board suggests the following decision be adopted by the AGM:
Establishment of quorum of the AGM and designation of bodies of the AGM on the proposal of the company’s Management Board.
In pursuance of Article 304 of the Companies Act (ZGD-1), notary public Bojan Podgoršek from Ljubljana will be present at the annual general meeting of shareholders.
2. Presentation of the adopted audited Annual Report of BTC d.d. and Group BTC for 2007 and the Supervisory Board Report on Results of Verification of the Annual Report, adoption of decisions on distribution of calculated profit for 2007 and discharge of the Management Board and the Supervisory Board
The Management Board and Supervisory Board propose the following decisions be adopted by the AGM:
1. The AGM is acquainted with the adopted audited Annual Report of BTC d.d. and Group BTC for 2007 and Supervisory Board Report on Results of Verification of the Annual Report.
2. The calculated profit on 31 December 2007 amounting to 8,568,419.48 EUR shall be distributed as follows:
– a dividend payment to shareholders in the amount of 2,091,793.20 EUR or 9.30 EUR gross per share. The Company’s own shares shall not be entitled to dividend payment;
– payment of fees in the form of profit sharing to members of the company’s Supervisory Board in the total amount of 41,398.27 EUR gross in accordance with provisions of the Statute of the company;
– the calculated profit in the amount of 6,435,228.01 EUR shall remain undistributed, and its distribution shall be determined in subsequent financial years;
– in accordance with the provision of Article 294 of the Companies Act (ZGD-1), the AGM grants discharge to the Management Board and the Supervisory Board for 2007 and thus validates and approves the work of these two bodies of the company for 2007.
Net profit or loss brought forward shall be used for dividend payment and profit sharing.
Dividends and fees shall be paid no later than by 30 June 2008.
Owners of shares entered as owners in the share register at KDD d.d. Ljubljana (Central Securities Clearing Corporation) shall be entitled to dividends on the second working day after the session of the AGM, on 17 June 2008.
3. Appointment of auditor
The Supervisory Board proposes the following decision be adopted by the AGM:
CONSTANTIA PLUS, consulting, d.o.o., Dunajska cesta 160, Ljubljana shall be appointed auditor for the Company for the year 2008.
4. Adoption of amendments and supplements to Articles 4 and 8 of the company’s Statute
The Management Board and Supervisory Board propose the following decision be adopted by the AGM:
Amendments and supplements to the company’s Statute shall be adopted.
5. Approval of conclusion of the contract on profit sharing of employees in 2009 and of granting of authorization to the President of the Management Board to sign it.
The Management Board and Supervisory Board propose the following decision be adopted by the AGM:
The Company as the employer shall conclude a contract on profit sharing for employees for the year 2009 with the employees, represented by the Employee Council; on the basis of the contract not more than 10 % of net profit or loss for 2009 shall be used for this purpose, and the President of the Management Board, Mr. Jože Mermal, shall be authorized to sign it.
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Documents for the AGM of BTC d.d. to include proposals of decisions, the Annual Report for 2007, the Supervisory Board Report on Verification of the Annual Report, the proposal for distribution of calculated profit for 2007, the draft contract for profit sharing of employees for 2009, and the proposal of amendments and supplements to the company’s Statute may be accessed by the shareholders at the Department for Human Resources and Legal Issues of BTC d.d. in the office building at Hall VII, Šmartinska 152, 1000 Ljubljana, every weekday between 9.00 and 12.00 from the day of notice of the convention of the AGM until the day of the AGM session.
Participation at the AGM:
Shareholders and their representatives and proxies who have announced their participation at the AGM with a registered letter delivered to the seat of the company no later than three days before the session of the AGM, may participate and vote at the AGM. Announcement of a shareholder’s participation shall be considered to be received in due time if it is delivered to the seat of the company on or before 10 June 2008.
Representatives and proxies of shareholders must submit written authorization, which will be kept by the company with the notification.
Each participant must present a valid document of identity upon their arrival.
Each share shall entitle that share’s holder to one vote.
The venue of the AGM shall be opened 30 minutes before the start of the session. If a quorum is not met, a new session will be held at 10.30 on the same day at the same venue, regardless of the amount of represented share capital.
Jože Mermal
President of the Management Board of BTC d.d.
