At the AGM of BTC d.d., all shareholders commended the work of the Management Board upon the presentation of the Annual Report for 2007 and adopted the following decisions:
1. The AGM shall be 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. Calculated profit on 31 December 2007 in the amount of 8,568,419.48 EUR shall be distributed as follows (decision adopted with 99.9734%):
- 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 in 2007.
3. CONSTANTIA PLUS, consulting, d.o.o., Dunajska cesta 160, Ljubljana shall be appointed auditor of the company for 2008 (decision adopted with 99.9734%).
4. Amendments and supplements to Articles 4 and 8 of the company’s Statute shall be adopted (decision adopted with 99.9734%).
5. 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 (decision adopted with 100.00%).
A minority shareholder announced an action for annulment regarding the decision on distribution of calculated profit and appointment of auditor for 2008.
Clarification with regard to the decision of the High Court
The company also clarified that its balance sheet and amount of the capital stock will not change, despite the judgment of the High Court giving its ruling in the action of the minority shareholder and establishing nullity of the decision on reduction of the company’s stock from 2001.
Share capital has been entered into the court register since 2004, and the Registry Court has ex officio already executed the High Court’s decision. Time period for appeal against the registering of reduced shared capital has entirely fallen under the statue of limitation. The registered share capital of the company cannot be changed even on the basis of professional and legal expert findings, and the same holds true for other capital and equity relationships as well as the company’s balance sheet. Even if the company hypothetically needed to change its capital stock, the Management Board explained at the AGM that the company holds enough independent resources, as is evident from the Annual Report for 2007. Independent resources amounted to 40 million EUR and a withdrawal of shares was carried out in the amount of 34 million EUR.
The largest shareholder of BTC d.d. remains the proxy company Ajdacom d.d. with a 60% share.
At the AGM, some other minority shareholders reacted strongly to the minority shareholder who had given misleading information in public regarding the need of the company to reinstate the capital situation from 2001. They emphasized that he was only serving his own interests, which had nothing in common with the legal reduction of stock in 2001 as all courts until now had only confirmed legality of the reduction.
Business operations of the company in 2007 and plans for 2008
The company operated successfully in 2007, and this is indicated also by the fact that its business, shopping and recreational centre welcomed 20 million visitors last year. Consequences of the distinctly development-oriented business policy were investments in the amount of 10.9 million EUR intended for new constructions, improvement of infrastructure, revitalization of existing business areas and buildings, and purchases of new equipment. The biggest new construction was a building with 4,400 m2 in the shopping centre in Murska Sobota, combining entertainment, shopping and a modern self-service restaurant with 12 bowling lanes under one roof. Larger investments were focused on revitalization of stores in the basement of Emporium department store, restructuring of the new management building in Hall VII, investments in updating business operations of the logistics centre, etc. The Logistics Centre saw an extension of its contract on the provision of logistics services to Spar Slovenija until 2013, which was the most important for all 90 employees working on this project. Atlantis, where the number of visitors increased by 13 % and which was a clear winner of the ‘Best Slovenian Swimming Centre’ contest, acquired a new beauty salon and an additional outdoor pool for children. The company introduced the free CITY Bus within the area of BTC City to increase traffic flow capacity and traffic safety in the area; a new minigolf course was constructed beside the pathway between Atlantis and Emporium; a new info point was created in Hall A; and a new sculpture Vedra jutra was erected in front of Hall A to improve and enrich the public space for visitors. To lessen negative impacts on the environment, the company achieved 60% of waste in the area were recycled, and once again confirmed the ISO 14001 environmental standard. The number of employees in the past year increased by 4%.
In the past year, preparations for construction of the new high-rise office building, hotel and sports café City were carried out by selecting the best architectural solutions. Expert preparations with regard to changes of spatial planning documents, which have recently been adopted by the City Council of the Municipality of Ljubljana and which represent the basis for the start of construction of new projects, have also been conducted.
The new high-rise office building with 20 floors, projects for which are already in progress, will cover 45,000 m2 of business areas, 600 parking spaces, 25,000 office areas with a congress hall, a wellness centre, restaurants and stores. The key attraction of the building will undoubtedly be the panoramic lift and the helipad on the roof of the high-rise.
This Sunday, BTC will host the traditional Marathon Franja, one of the biggest cycling events in Europe with more than 3500 cyclists taking part.
Department for Market Communications and Public Relations of BTC d.d.
Ljubljana, 13 May 2008.