Pursuant to Article 22 of the Statute of the Company BTC, d.d. Ljubljana, Šmartinska 152,
I hereby convene a shareholders’ assembly meeting,
to be held on 24 May 2007 at 10 am in the Mercurius Congress Hall in Ljubljana, Šmartinska 152.
Agenda and resolution propositions:
1. Opening the shareholders’ assembly meeting, verifying quorum, appointing a new working panel of the shareholders’ assembly meeting
The Management Board proposes the shareholders’ assembly adopt the resolution:
The assembly appoints the new working panel composed of:
a chairperson and two members.
2. Adopting the resolution on the allocation of balance sheet profit and acquiescence of the Management and the Supervisory Board.
The Management and the Supervisory Board propose the shareholders’ assembly adopt the following resolutions:
1. The shareholders’ assembly is informed about the adopted Report of the Supervisory Board on verification of the annual report and the proposition for the allocation of the balance sheet profit and with the adopted Audited Annual Report of BTC, d.d. Company and BTC Group for the business year 2006, from which it follows that the net profit of the Company for the business year 2006 amounts to 1,220,408,016.84 SIT (5,092,672.41 EUR).
2. Balance sheet profit as of 31 December 2006 in the amount of 814,404,014.22 SIT
(3,398,447.71 EUR) is allocated as follows:
• the shareholders are allocated the dividends in the gross amount of 8.76 EUR (2,099.25 SIT) per share, or 1,970,334.24 EUR (472,170,897.27 SIT) in total. Dividends are not paid for the Company’s own shares.
• in accordance with the provisions laid out in the Statute of the Company, the members of the Supervisory Board are paid a bonus in the form of participation in profit in the total gross amount of 37,819.09 EUR (9,062,966.73 SIT).
• the remaining portion of the balance sheet profit in the amount of 1,390,294.38 EUR (333,170,145.22 SIT) shall remain unallocated; its use will be determined in the following business years.
• the title to payment of the dividend is granted to all shareholders registered in the Share Register at KDD – Central Security Clearing Corporation d.d., Ljubljana, on the second working day after the shareholders’ assembly meeting, on 28 May 2007. Dividends and bonuses shall be paid by 12 June 2007.
3. Acquiescence for the business year 2006 is granted to the Management and the Supervisory Board of the Company, confirming and approving the work of these two company bodies in the business year 2006.
3. Appointment of auditor.
The Supervisory Board proposes the shareholders’ assembly adopt the resolution:
For the business year 2007, CONSTANTIA PLUS, consulting, d.o.o., Dunajska cesta 160, Ljubljana, is appointed as the Company’s auditor.
4. Adopting the changes and amendments to the Statute of the Company.
The Management and the Supervisory Board propose the shareholders’ assembly adopt the resolution:
The changes and amendments to the Statute of the Company are adopted.
The material for the BTC, d.d. shareholders’ assembly including resolution propositions, the Annual Report, the Report of the Supervisory Board on verification of the annual report and the proposition for the allocation of balance sheet profit for the year 2006, and the proposition of changes and amendments to the company Statute are available to shareholders for viewing at the Secretary Office of the BTC d.d. Management Board on Floor 12 of the business high rise, each working day from 9 to 12 am, from the day of publication of the call of the shareholders’ assembly to the day the shareholders’ assembly is held.
Attendance at the shareholders’ meeting:
Attendance and voting rights at the shareholders’ assembly meeting shall be granted to all shareholders and their proxies and representatives who register their attendance at the meeting by means of a registered letter arriving at the seat of the company no later than three days prior to the shareholders’ assembly meeting. The shareholder’s attendance registration is valid if it arrives at the seat of the company no later than and including 21 May 2007. When registering, proxies and representatives of shareholders are required to produce a relevant written authorization, which will remain filed at the company.
Each attendee will be required to produce a personal identification document upon arrival.
Each share gives the shareholders one vote.
The congress hall will open 30 minutes prior to the beginning of the meeting. Should the assembly not reach a quorum, the meeting will resume on the same day and venue at 11 am, regardless of the percentage of represented share capital.
Chairman of the BTC, d.d. Management Board