On the basis of Article 13 of the Statute of Luka Koper d. d., the company’s Management board calls for the 13th meeting of the General Assembly of Luka Koper d. d. shareholders, to take place on Thursday, 19th July 2007 at 12.00 in the plenary hall of Luka Koper – Pristan, Vojkovo Nabrežje 38, Koper, Slovenia.
The Agenda
1. Opening of the General Assembly and constitution of a quorum Proposal of a resolution:
It shall be agreed that the Assembly is a quorum.
2. Election of the working bodies of the General Assembly
Proposal of a resolution:
That Mr. Mirko Pavšič shall be elected as President of the General Assembly; as well as that vote counters Ms Dorjana Sabadin and Ms Lidija Petrinja, together with Ms Nada Kumar – the appointed notary public – shall all be present.
3. Presentation of the audited Annual Report for 2006, and the Supervisory Board oversight report
Proposal of a resolution:
The General Assembly shall be formally presented the 2006 Annual Report as well as the oversight report by the Supervisory Board.
4. The apportionment of distributable profit for 2006, and ratification of the conduct of the Management and Supervisory Boards
Proposals of resolutions:
4.1.
That distributable profit for 2006, in the amount of EUR 25,647,952.58 is apportioned as folr
– That the shareholders are distributed a portion of retained distributable profits formed from other profit reserves, accrued in and carried over from previous years, in the amount of EUR 9,667,911.93;
– from this total, EUR 725,119.97 shall be allocated for the fixed portion of a dividend that pertains to preference shares, while EUR 1,160,191.96 is assigned for the variable portion of preference shares;
– EUR 7,782,600.00 is allocated to dividends that pertain to ordinary shares.
– A portion of distributable profit in the amount of EUR 10,432,315.14 is allocated to other reserves from profit as follows: retained net profits from 2005 in the amount of EUR 6,003,453.20 and EUR 4,428,861.94 of the net profit for 2006;
– The allocation of the remaining portion of the distributable profits (net profit for 2006) in the amount of EUR 5,547,725.51 is to be decided upon over the ensuing financial years.
Gross dividends per ordinary share shall thus amount to EUR 1.09, while gross dividends per preference share amount to EUR 0.27. These dividends pertain to shareholders that are recorded in the Luka Koper d.d. register of shareholders as of the day after the General Assembly meeting, at which formal decisions shall be made as to the apportionment of distributable profit. Dividends shall be remunerated to shareholders by 15th September 2007.
4.2.
The Assembly shall endorse the Management Board for 2006.
4.3.
The Assembly shall endorse the Supervisory Board for 2006.
5. Determining attendance fees of the President and members of the Supervisory Board
Proposal of a resolution:
For the participation at a regular meeting, the President of the Supervisory Board is entitled to a gross attendance fee in the amount of EUR 858, whereas the members of the Supervisory Board are entitled to a gross attendance fee amounting to EUR 660. In the event of a correspondence meeting, the attendance fee is calculated at 80% of the regular fee.
The attendance fee of the Deputy President of the company’s Supervisory Board at meeting shall be equal to the member’s one.
In the event of replacement of the President, the Deputy President or any other member who chairs the meeting is entitled to an attendance fee in the amount equal to the Supervisory Board President.
Travel allowances and daily allowances are remunerated in accordance with the provisions which regulate the daily and travel allowances in commercial companies.
6. Appointment of external auditors for fiscal 2007
Proposal of a resolution:
Upon a proposal by the Supervisory Board,the General Assembly shall appoint Deloitte Revizija d.o.o., Dunajska 9, Ljubljana, as external auditor for the 2007 business performance and accounts of Luka Koper d.d. and the Luka Koper Group.
The materials for the General Assembly, including the 2006 Annual Report, theSupervisory Board Report, as well as proposals for resolutions regarding all points of the Agenda, are available to shareholders daily between 9 a.m. and 12 midday from the company secretary’s office at Vojkovo Nabrežje 38, Koper, Slovenia, from the calling of the General Assembly to the actual day of the Assembly meeting; or, alternatively, online at www.luka-kp.si.
Within one week of the General Assembly meeting being called, any shareholder can submit reasonably contended counter-proposals, or other resolutions in relation to particular items on the Agenda. Proposals and resolutions must be sent to the following address: Luka Koper d.d., Vojkovo Nabrežje 38, 6501 Koper, Slovenia.
The right to participate at the General Assembly and exercising a voting right at the Assembly meeting shall pertain to shareholders listed in the company’s register of shareholders, administered by the Central Securities Clearing Corporation Inc. (Klirinško Depotna Družba d.d. – KDD), Ljubljana, as of 16th July 2007, and who announce their attendance at the Assembly in writing at least three days prior to its taking place. A representative of a shareholder must produce written authorization of such a mandate and proxy that will remain in the possession of the company.
The hall where the General Assembly is to take place shall be open one hour prior to the commencement of the actual meeting. If the Assembly fails to form a quorum, there will be another Assembly on the same day, namely at 1 p.m. on 19th July 2007 in the same hall. The General Assembly shall then be considered to have a quorum, and be able to pass valid resolutions, regardless as to the level of nominal capital represented.
The Management Board
