According to the provision of the 586th article of the ZGD-1 act the management of the company BLAGOVNO TRGOVINSKI CENTER d.d., Šmartinska cesta 152, 1000 Ljubljana, registration number 5068681000, informs the shareholders of the company BLAGOVNO TRGOVINSKI CENTER d.d. of the merger contract, which has been submitted to the district court in Ljubljana on February 13th, 2013 and has been signed on the same day between two parties, BLAGOVNO TRGOVINSKI CENTER d.d. as the acquiring company and SKAI CENTER, storitve, d.o.o. as the company being acquired.
The merger contract has been revised by the members of the Supervisory board of the BLAGOVNO TRGOVINSKI CENTER d.d. on February 12th, 2013.
The shareholders can look into the merger contract documents at the seat of BLAGOVNO TRGOVINSKI CENTER d.d. within one month after this notice has been issued between 10 and 12 am every working day in hall 7 (above the MASS store), as follows:
- the merger contract;
- annual reports of the acquiring and the acquired companies for the last three business years;
- the final report of the acquired company pursuant to the first paragraph of the 68th article of ZGD-1, on November 30th, 2012;
- interim status balance sheets of the acquiring and the acquired companies on December 31st, 2012,
- the report of the acquiring company’s Supervisory board about the merger contract supervision.
Each shareholder can, at their own request, have a copy of all the documents stated above made and handed over for free by the next day at the latest.
Since the acquiring company is the holder of the 100% business shares of the acquired company, there is no consensus of the acquiring company’s merger assembly needed to validate the merger contract (point 1 of the first paragraph of 599th article of ZGD-1) and also no consensus of the acquired company’s merger assembly (fifth paragraph of the 599th article of ZGD-1). The management (managing board) of the acquiring company does not demand the assembly of the acquiring company to decide on merger consensus. Regardless of the above mentioned, the assemblies of the acquiring and the acquired companies must decide on the merger consensus, if the shareholders or partners of the individual company, whose shares reach one twentieth of the company’s share capital, demand the call of the acquiring or the acquired company’s assembly within one month after this notice has been published.
BLAGOVNO TRGOVINSKI CENTER d.d.
Jože MERMAL, the President of the BTC Management Board