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Invitation to the 29th General Assembly Meeting of KOVINTRADE International Trade d.d. Celje

The Management Board of KOVINTRADE International Trade d.d. Celje, Mariborska cesta 7, 3000 Celje, based on Article 19 of the Statute of the joint-stock company KOVINTRADE International Trade d.d. Celje, hereby convenes 29th General Assembly Meeting KOVINTRADE International Trade d.d. Celje which will be held on Thursday, 20.06.2024, at 12:00 at the premises of KOVINTRADE d.d. CELJE, Mariborska cesta 7 (Conference Room No. 1 on the ground floor) in Celje

Invitation to the 29th General Assembly Meeting of KOVINTRADE International Trade d.d. Celje

The Management Board of KOVINTRADE International Trade d.d. Celje, Mariborska cesta 7, 3000 Celje, based on Article 19 of the Statute of the joint-stock company KOVINTRADE International Trade d.d. Celje, hereby convenes

29th General Assembly Meeting

KOVINTRADE International Trade d.d. Celje

which will be held on Thursday, 20.06.2024, at 12:00

at the premises of KOVINTRADE d.d. CELJE,

Mariborska cesta 7 (Conference Room No. 1 on the ground floor) in Celje

AGENDA:

  1. Opening of the Assembly and Appointment of the Assembly Bodies PROPOSED RESOLUTION: The proposed bodies of the assembly are appointed.

  2. Presentation of the Supervisory Board's Report on the Annual and Audit Report for 2023 and the Management Board's Report on the Remuneration of Members of Management and Supervisory Bodies for Tasks Performed in the Company in the Business Year 2023. PROPOSED RESOLUTION: The General Assembly acknowledges the Supervisory Board's report on the annual and audit report for 2023 and the Management Board's report on the remuneration of members of management and supervisory bodies for tasks performed in the company in the business year 2023.

  3. Proposal for the Use of the Balance Sheet Profit and Granting Discharge to the Members of the Management Board and Supervisory Board PROPOSED RESOLUTION: The General Assembly approves the proposal for the use of the balance sheet profit for the business year 2023 in the amount of EUR 22,543,569.75 for the following purposes:

    • For dividends to shareholders: EUR 891,857.10
    • For bonuses to the management: EUR 60,000.00 gross
  4. Shareholders registered in the share register at KDD – Central Securities Clearing Corporation, d.o.o., as of 17.07.2024 are entitled to dividends in the amount of EUR 0.67 gross per share, which will be paid on 18.07.2024.

    The remaining balance sheet profit of EUR 21,591,712.65 remains undistributed, and the General Assembly will decide on its use in future years.

    Dividends that cannot be paid due to the shareholders' fault within 4 years from the date of the assembly will be transferred to other reserves from profits and the assembly will be informed accordingly.

    The General Assembly grants discharge to the members of the management board and supervisory board for the business year 2023.

  5. Amendments to the Company Statute PROPOSED RESOLUTION: 4.1. Article 2 of the Statute is amended to expand the company's activities with the following activity: - 35.119 Other Production of Electricity

    4.2. The following activities are deleted from Article 2 of the Statute: - 64.910 Financial Leasing Activities - 64.920 Other Lending - 64.990 Other Financial Services Activities, except Insurance and Pension Funding - 66.120 Security and Commodity Contracts Brokerage - 66.190 Other Activities Auxiliary to Financial Services, except Insurance and Pension Funding - 66.220 Insurance Agents Activities - 66.290 Other Activities Auxiliary to Insurance and Pension Funding - 70.220 Other Business and Management Consultancy Activities

    4.3. The General Assembly adopts the clean copy of the Statute of the company in line with the adopted resolutions from 4.1. to 4.2.

  6. Review of the Portfolio of Own Shares of Kovintrade d.d. Celje PROPOSED RESOLUTION: The General Assembly acknowledges the report on the status of own shares of Kovintrade d.d. Celje.

  7. Election of a Member of the Supervisory Board PROPOSED RESOLUTION: Mr. Franc Planinc is elected as a member of the supervisory board, effective 22.10.2024.

Shareholders who are registered as holders of shares in the central register of dematerialized securities at KDD-Central Securities Clearing Corporation, d.o.o. (hereinafter: KDD) at the end of the 7th day before the assembly meeting (cut-off date) and who register their participation in the assembly in writing to the company address or via a standardized message regarding the exercise of shareholders' rights at the assembly, sent by KDD through protected websites, no later than at the end of the 4th day before the assembly meeting, are entitled to attend the assembly and exercise their voting rights. If the shareholder's shares are registered in the name of an intermediary who is not the final shareholder, the voting right may be exercised by the shareholder based on proof as per paragraph 2 of Article 235c of ZGD-1, which shows who the final shareholder is on the cut-off date. To this end, the intermediary must, upon the shareholder's request, immediately issue the appropriate proof without delay.

Shareholders who do not register their participation within the announced period cannot attend the assembly and thus cannot exercise their voting rights.

Shareholders exercise their rights at the assembly in person or by proxy. Every shareholder entitled to attend the assembly has the right to appoint a legally capable natural or legal person to attend the assembly and exercise their voting rights on their behalf. The authorization must be in written form. The authorization must be submitted to the company and remains stored there. Proxies do not need to register for the assembly if the shareholder they represent has registered on time. A proxy has the same rights at the assembly as the shareholder they represent, including speaking and asking questions. Shareholders or their representatives or proxies must present an identification document at the assembly, and legal representatives must also provide an extract from the court register.

Shareholders whose shares represent at least one-twentieth of the share capital may request an additional item on the agenda in writing after the assembly notice is published. The request must include a proposed resolution on which the assembly is to decide, or, if the assembly does not pass a resolution on a specific agenda item, an explanation of the agenda item. The request must be sent to the company no later than seven days after the assembly notice is published. The date of the assembly notice publication is considered the date when the announcement was posted on the AJPES website.

Shareholders may submit written proposals for resolutions for each agenda item. The shareholder's proposal is published and communicated in the same manner as the assembly notice, provided that the shareholder has sent the company a reasonably justified proposal within seven days after the assembly notice is published, stating that they will oppose the proposal of the management or supervisory body at the assembly and persuade other shareholders to vote for their proposal.

Materials for the assembly meeting with justified proposals for resolutions, explanations for each agenda item, the approved annual report, the supervisory board report, and other reports, materials, and information are available to shareholders at the company’s headquarters, Mariborska cesta 7 in Celje, every working day from 9:00 to 12:00 in the secretariat from the date of the assembly notice publication until the assembly meeting day, inclusive.

At the assembly, a shareholder may exercise their right to information under Article 305 of ZGD-1.

The share capital of Kovintrade d.d. Celje is divided into 1,356,100 ordinary no-par value shares. On the day of the assembly notice, Kovintrade d.d. Celje holds 6,970 own shares without voting rights.

If the assembly is not quorate at the scheduled time, it will be reconvened at 13:00 on the same day in the same place. At the reconvened meeting, the assembly will validly decide regardless of the represented share capital.

KOVINTRADE d.d. CELJE Jože Kastelic, Chairman of the Management Board


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KOVINTRADE d.d. Celje
3001 Celje,
Mariborska cesta 7, Slovenia

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