The 13th annual general meeting of the public limited company Unior took place at the Dobrava Hotel in Zreče on Wednesday, 22/07/2009. The meeting was attended by 89.90% of shares with voting rights.
The annual report for 2008 was presented first at the meeting. The distributable profit for 2008 of €4,287,001.89 shall remain undistributed in full; hence, no dividend will be paid this year. The management and supervisory boards received discharge from liability for their work in the financial year of 2008. The shareholders adopted a resolution lowering the fees of supervisory board members in line with the position of the Slovenian government on limiting the impact of the financial crisis. The AGM also approved amendments and supplements to the company's articles of association, notably reducing the workers' representatives in the supervisory board from four to two. The number of shareholders’ representatives in the supervisory board remained unchanged, namely four, with one member representing minority shareholders.
As the term of office of shareholders’ representatives in the supervisory board expired, the AGM elected new ones for a four-year term, namely Blaž Brodnjak, Matej Golob Matzele, Emil Kolenc and Karl Kuzman.
A counterproposal by the government-controlled Capital Fund and Restitution Fund on increase in share capital through introduction of a new share issue received the required qualified majority and passed. The share capital of €19,516,057.42 will be increased by a maximum of €4,172,926.06, bringing the total to no more than €23,688,983.48 after the capital injection. New capital will be raised by issuing a maximum of 500,000 shares. The issue price per share will be €20 with the maximum proceeds from newly issued shares at €10,000,000. The increase in share capital will be deemed successful if at least 40% of newly issued shares are subscribed and paid for by 30/06/2010. The increase in capital will take place in three rounds on which all shareholders and other interested parties will be informed via a prospectus issued by the company.
The AGM appointed the auditor Ernst & Young, from Ljubljana, as the auditor for the 2009 Unior annual report.
A counterproposal by the Capital Fund and the Restitution Fund on authorising the management board to purchase 233,841 treasury shares or 10% of share capital on behalf and for the account of the company was adopted by the AGM. The price for purchase of treasury shares will range between €20 and €28.50. The authorisation is valid for 36 months from the date of the relevant AGM resolution.
