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Notification of resolutions of the 25th General Meeting of shareholders

Pursuant to provisions of the Financial Instruments Market Act and the Rules of the Ljubljana Stock Exchange, d.d., Pivovarna Laško, d.d., Trubarjeva 28, 3270 Laško hereby publishes resolutions adopted at the 25th General Meeting of shareholders of Pivovarna Laško, d.d., on Monday, 11 April 2016 in the business premises of Pivovarna Laško, d.d., Trubarjeva ulica 28, Laško:

 

Resolution on item 1: Opening of the General Meeting, verification of attendance and appointment of the Voting Committee

Chair of the General Meeting, Mr Stojan Zdolšek, attorney-at-law, verifies the attendance and representation of capital and shareholders' votes.
The Voting Committee, composed of Mr Simon Novak, Ms Alenka Petru Romih and Ms Jadranka Sabolčki, is appointed.

The General Meeting is attended by Ms Katja Fink, Notary Public, from Celje.

 

The General Meeting carried the above resolution by 8,536,309 FOR votes, i.e. a  100 % majority of FOR votes.

 

Resolution on item 2: Briefing of the General Meeting on the audited Annual Report for 2015 and the Report of the Supervisory Board on the verification of the Annual Report, Decision of the General Meeting on the use of profit for appropriation, Briefing of the General Meeting on the remuneration of the members of the Management Board and Supervisory Board and Decision on the discharge of the Management Board and Supervisory Board of the Company

2.1.
The General Meeting has been briefed on the audited Annual Report of the Laško Group and the company Pivovarna Laško, d.d. for 2015 and the Report of the Supervisory Board on the verification of the Annual Report.
2.2.
The profit for appropriation, which amounted to EUR 14,340,143 on 31 December 2015 and consisted of the current profit for 2015 in the amount of EUR 14,100,051 and the profit brought forward in the amount of EUR 240,092, remains non-distributed, while its use will be decided in the following years.
2.3.
The General Meeting has been briefed on the remuneration of the members of the Management Board and the Supervisory Board for the tasks performed within the company or its subsidiaries during the 2015 business year.
2.4.
The General Meeting discharges the Management Board of the Company for the 2015 business year.
2.5.  
The General Meeting discharges the Supervisory Board of the Company for the 2015 business year.

The General Meeting did not vote on resolutions under item 2.1. and 2.3. since they are of informative nature. Consequently, the General Meeting has merely been briefed thereon.

 

The General Meeting carried the resolution under item 2.2. by 8,536,308 FOR votes and 1 AGAINST vote, i.e. a 99.999988 % majority of submitted FOR votes.
The General Meeting carried the resolution under item 2.4. by 8,536,309 FOR votes, i.e. a 100 % majority of submitted FOR votes.
The General Meeting carried the resolution under item 2.5. by  8,536,309 FOR votes, i.e. a  100 % majority of submitted FOR votes.


Resolution on item 3: The exclusion of minority shareholders from the Company

3.1. 
HEINEKEN INTERNATIONAL B.V., Tweede Weteringplantsoen 21, 1017 ZD Amsterdam, Netherlands (hereinafter: the Main Shareholder) directly holds 8,536,308 shares of the Company, while PIVOVARNA UNION D.D., a company controlled by the Company and indirectly controlled by the Main Shareholder, holds 2,164 shares of the Company. Pursuant to the second paragraph of Article 384 of the Companies Act-1 in conjunction with the second and fourth paragraph of Article 528 of the Companies Act-1, this represents 97.61 percent of the Company shares.
3.2. 
All Company’s shares owned by the minority shareholders of the Company shall be transferred to the Main Shareholder in exchange for the payment of a monetary compensation pursuant to point 3.4. of this resolution. Such compensation shall be paid to the beneficiaries specified under point 3.5. of this resolution.
3.3. 
With the entry of the resolution on the transfer of shares into the court register, all Company shares owned by the minority shareholders of the Company shall be transferred to the Main Shareholder. The General Meeting authorises the Main Shareholder to submit a request and conclude an agreement for the transfer of shares of the Company from the minority shareholders’ accounts to the Main Shareholder’s account at KDD - CENTRALNA KLIRINŠKO DEPOTNA DRUŽBA delniška družba (in line with the second paragraph of Article 23 of the Book Entry Securities Act (ZNVP-1)), following the entry of the resolution on the transfer of shares to the Main Shareholder into the court register.
3.4. 
Immediately after the entry of the resolution on the transfer of shares into the court register, the Main Shareholder shall be obliged to pay to the beneficiaries specified under point 3.5. of this resolution a monetary compensation in the amount of EUR 25.56 for each share of the Company owned by the respective individual minority shareholder on the date of entry of the resolution on the transfer of shares into the court register.
3.5. 
If the Company shares owned by a minority shareholder are not subject to any encumbrances, the beneficiaries entitled to the payment of a monetary compensation are the respective minority shareholders. If the Company shares owned by a minority shareholder are subject to encumbrances, such encumbrances shall be deleted at the time of transfer to the Main Shareholder, whereby, if such encumbrance is a pledge, the beneficiaries entitled to the payment of the monetary compensation will become the holders of respective pledges, and in other cases, the beneficiaries entitled to the payment of monetary compensation are the respective minority shareholders (all in line with the third paragraph of Article 23 of the Book Entry Securities Act (ZNVP-1).

3.6. 
Payments of monetary compensation shall be made by the Main Shareholder through an account opened at SKB BANKA D.D. LJUBLJANA. The bank BNP Paribas Fortis S.A./N.V.  issued a statement on joint and several liability for the fulfilment of the Main Shareholder’s obligation, i.e. to pay to the beneficiaries the monetary compensation for the acquired shares immediately after the entry of this resolution on the transfer into the court register.

The General Meeting carried the above resolution by 8,536,308 FOR votes and 1 AGAINST vote, i.e. a 99.999988 % majority of FOR votes.


Resolution on item 4: Delisting of the Company

4.1. 
Shares of the Company with the ticker symbol PILR are delisted from the organized securities market at LJUBLJANSKA BORZA d.d. Ljubljana (Equity Market - Standard Market).
4.2. 
This resolution enters into force on the date of entry into the court register of the resolution on the transfer of shares from the minority shareholders to the Main Shareholder against the payment of the appropriate monetary compensation passed under point 3 of the Agenda, and becomes effective pursuant to the eighth paragraph of Article 101 of the Market in Financial Instruments Act, i.e. on the day of entry into the court register of this resolution on the delisting of the shares from the organized securities market, provided that this resolution is adopted by at least 9/10 majority of share capital.
4.3. 
In view of the fact that on the day of entry into force of this resolution there shall be no more minority shareholders in the Company (since their shares shall have been transferred to the Main Shareholder) and that this resolution was proposed by the Main Shareholder, no shareholders are entitled to a separate monetary compensation due to the delisting of the Company from the organized securities market. Minority shareholders shall receive compensation on the basis of the transfer of their shares to the Main Shareholder pursuant to the resolution passed under point 3 of the Agenda.

 

The General Meeting carried the above resolution by 8,536,308 FOR votes and 1 AGAINST vote, i.e. a 99.999988 % majority of FOR votes.


None of the shareholders present at the General Meeting declared their intent to file a challenging action.

Out of the 8,745,488 shares carrying voting rights there were 8,536,309 shares or shareholder votes present at the General Meeting, constituting a 97.61 % share of the company share capital carrying voting rights. The share capital of the company is divided into 8,747,652 shares with the code PILR.

Furthermore, on 11 April 2016 the General Meeting of Pivovarna Union d.d. also adopted the resolution on the squeeze-out of minority shareholders from the company and the resolutions in connection with the audited Annual Report of Pivovarna Union d.d. for 2015. At this General Meeting also none of the present shareholders declared their intent to file a challenging action.

 
Laško, 11 April 2016                                   Management Board of Pivovarna Laško, d.d.