Pursuant to the Rules and Regulations of the Ljubljana Stock Exchange, d.d, the relevant legislation, the company Poslovni sistem Mercator, d.d., hereby informs the shareholders and the public of the following:
 

Resolutions of the 16th regular Shareholders Assembly of the company
Poslovni sistem Mercator, d.d., held on Tuesday, July 13th 2010,
 

and presided by the Mr. Uroš Ilić, attorney at law from Ljubljana.

The total number of voting shares represented at the Shareholders Assembly amounted to 2,094,125 which represents 55.616 percent of the total company share capital and 56.246 percent of all voting shares.

I. ADOPTED RESOLUTIONS

1st Item of the Agenda: Opening of the shareholders assembly and appointment of the shareholders assembly chairperson

Adopted resolution:
Mr. Uroš Ilić, attorney at law, from Ljubljana, shall be appointed as the Shareholders Assembly Chairman.

Result of the vote:

• number of shares for which valid votes were cast: 2,094,124
• share of these votes in total share capital: 55.615 %
• total number of valid votes: 2,094,124
• number of votes cast IN FAVOR: 2,093,623 which represents a 99.976 percent share of votes cast
• number of votes cast AGAINST: 501 which represents a 0.024 percent share of votes cast
• number of votes ABSTAINED: 1

2nd item of the agenda: Presentation of the Annual Report and the Supervisory Board's report on the results of Annual Report review and audit for the business year 2009; information on the compensation and rewards of the members of managerial and supervisory bodies; allocation of distributable profit, dividend payment; and granting discharge to the Management Board and the Supervisory Board

Adopted resolutions:

Resolution 1
Distributable profit, amounting to EUR 27,153,424.38 as at December 31st 2009, shall be allocated as follows:
a) a part of the distributable profit in the amount of EUR 27,110,599.20 shall be allocated for dividend payment in the amount of EUR 7.20 gross per ordinary share;
b) the remaining part of the distributable profit in the amount of EUR 42,825.18 EUR shall remain unallocated.

Dividends shall be paid out in cash in 60 days after the resolution is adopted, to those shareholders who are duly registered with the KDD – Central Clearing Corporation, as at July 16th 2010.

 

Result of the vote:

• number of shares for which valid votes were cast: 2,094,124
• share of these votes in total share capital: 55.615 %
• total number of valid votes: 2,094,124
• number of votes cast IN FAVOR: 2.093.968 which represents a 99,993 percent share of votes cast
• number of votes cast AGAINST: 156 which represents a 0,007 percent share of votes cast
• number of votes ABSTAINED: 1

Resolution 2
The Shareholders Assembly shall grant discharge to the company’s Supervisory Board for the business year 2009.

Result of the vote:

• number of shares for which valid votes were cast: 2,016,053
• share of these votes in total share capital: 53.542 %
• total number of valid votes: 2,016,053
• number of votes cast IN FAVOR: 1,948,216 which represents a 96.635 percent share of votes cast
• number of votes cast AGAINST: 67,837 which represents a 3.365 percent share of votes cast
• number of votes ABSTAINED: 78,072

Resolution 3
The Shareholders Assembly shall grant discharge to the company’s Management Board for the business year 2009.

Result of the vote:

• number of shares for which valid votes were cast: 2,016,054
• share of these votes in total share capital: 53.542 %
• total number of valid votes: 2,016,054
• number of votes cast IN FAVOR: 2,015,237 which represents a 99.959 percent share of votes cast
• number of votes cast AGAINST: 817 which represents a 0.041 percent share of votes cast
• number of votes ABSTAINED: 78,071

3rd item of the agenda: Appointment of certified auditing company for the year 2010

Resolution adopted:
The auditing company KPMG Slovenija, podjetje za revidiranje, d.o.o., Železna cesta 8a, Ljubljana, shall be appointed as the company auditor for 2010.

Result of the vote:

• number of shares for which valid votes were cast: 2,016,005
• share of these votes in total share capital: 53.541 %
• total number of valid votes: 2,016,005
• number of votes cast IN FAVOR: 1,947,183 which represents a 96.586 percent share of votes cast
• number of votes cast AGAINST: 68,822 which represents a 3.414 percent share of votes cast
• number of votes ABSTAINED: 78,120

4th item of the agenda: Changes in the company Articles of Association required to harmonize the list of registered company activities with the new standard classification; and to comply with the provisions of the Companies Act (ZGD-1C) on compensation and reward to the Supervisory Board members, on the convocation of Shareholders Assembly, on shareholder notification, on registration and conditions for attendance at the Shareholders Assembly, and for editorial corrections
 

Adopted resolution:
The Shareholders Assembly shall adopt the proposed changes to the Articles of Association required to harmonize the list of registered company activities with the new standard classification; and to comply with the provisions of the Act Amending the Companies Act (ZGD-1C, Official Journal RS, No. 42/2009) on compensation and reward to the Supervisory Board members, on the convocation of Shareholders Assembly, on informing the shareholders, on registration and conditions for attendance at the shareholders assembly, and for editorial corrections, as provided in the text which is a constituent part of the Shareholders Assembly documentation. The changes to the Articles of Association shall be effective as of the day they are entered in the Court Register.
 

Result of the vote:

• number of shares for which valid votes were cast: 2,016,054
• share of these votes in total share capital: 53.542 %
• total number of valid votes: 2,016,054
• number of votes cast IN FAVOR: 2,015,792 which represents a 99.987 percent share of votes cast
• number of votes cast AGAINST: 262 which represents a 0.013 percent share of votes cast
• number of votes ABSTAINED: 78,071

5th item of the agenda: Management Board's report on acquisition and disposal of treasury shares and authorization for acquisition and disposal of treasury shares

Adopted resolution:
The Shareholders Assembly shall authorize the company to acquire and dispose of treasury shares as follows:

1. Authorization to acquire treasury shares shall be valid for 36 months after the day it is issued.
2. The authorization is only valid for acquisition of no more than 376,536 treasury shares, provided that the total share of shares acquired for the purposes defined in this authorization, combined with any other shareholdings of treasury shares by the company, does not exceed 10 percent of the company share capital at any time.
3. Purchase price for acquisition of treasury shares:
- shall not exceed the average daily price per company share as traded at the Ljubljana Stock Exchange, d.d. in the most recent full calendar month before the day of the shares' acquisition, plus 10 percent;
- shall not be lower than EUR 41.73, which is the notional value of each share in the company share capital.
4. The company may only acquire treasury shares in the regulated capital market;
5. The company may, based on this authorization by the Shareholders Assembly, use the newly and previously acquired treasury shares for the following two purposes, under the following conditions:
- to trade such treasury shares for shares or shareholdings of other companies, or for any other business or financial property, subject to previous consent by the company Supervisory Board; or
- for sale to a strategic investor, subject to previous consent by the company Supervisory Board.
6. The price at which the company shall dispose of treasury shares shall not be lower than their average acquisition price, and not lower than the average daily price per company as traded at the Ljubljana Stock Exchange, d. d., in the most recent full calendar month before the day of their disposal.
7. In case of disposal of treasury shares, the preemptive right shall be omitted if the shares are disposed of for the purposes and under the terms defined in this authorization.
8. At the first Shareholders Assembly following the date of any acquisition of treasury shares, the Management Board shall report to the shareholders about the reasons and purpose of such acquisition, total number and share of acquired shares, and about the value of shares acquired. At the first ensuing Shareholders Assembly after the date of any disposal of treasury shares, the company Management Board shall report to the shareholders on the total number and share of disposed treasury shares and on the value of disposed shares. In addition, the Management Board shall also provide and present an opinion by an independent financial advisor, on the justification of disposal from the aspect of the interest of shareholders and the company.

Result of the vote:

• number of shares for which valid votes were cast: 2,016,053
• share of these votes in total share capital: 53.542 %
• total number of valid votes: 2,016,053
• number of votes cast IN FAVOR: 1,646,205 which represents a 81.655 percent share of votes cast
• number of votes cast AGAINST: 369,848 which represents a 18.345 percent share of votes cast
• number of votes ABSTAINED: 78,072

6th item of the agenda: Appointment of two new Supervisory Board members

Resolution adopted:
The number of Supervisory Board members shall be increased by four additional members, to a total of twelve (12) members.

The following two persons shall be appointed as Supervisory Board members representing the interests of the shareholders, for the term of four years, starting on July 13th 2010:

• Matjaž Kovačič and
• Miro Medvešek.

Result of the vote:

• number of shares for which valid votes were cast: 1,950,777
• share of these votes in total share capital: 51.808 %
• total number of valid votes: 1,950,777
• number of votes cast IN FAVOR: 1,829,348 which represents a 93.775 percent share of votes cast
• number of votes cast AGAINST: 121,429 which represents a 6.225 percent share of votes cast
• number of votes ABSTAINED: 143,348

II. RESOLUTIONS NOT ADOPTED

There were not any resolutions proposed at the Shareholders Assembly that failed to be adopted.

III. COUNTERPROPOSALS

There were not any counterproposals submitted at the Shareholders Assembly.

IV. CHALLENGING ACTIONS ANNOUNCED

No challenging actions were announced at the Shareholders Assembly.

V. MISCELLANEOUS

The share of voting rights held by five shareholders with the largest shareholdings amounted to a combined figure of 58.305 percent, relative to the total of voting shares. The following five major shareholders were represented at the Assembly:

Shareholder	Number of shares and votes	Share relative to all voting shares present at the Assembly
NLB, d.d.	404.832	19,332 %
UNICREDIT BANKA SLOVENIJA, d.d.	301.437	14,394 %
NOVA KBM, d.d.	197.274	9,420 %
RODIĆ M&B TRGOVINA, d.o.o.	174.517	8,334 %
GB, d.d.	142.920	6,825 %
TOTAL	1.220.980	58,305 %

As at the day of the assembly, the company held 42,192 treasury shares which are
non-voting shares.

This announcement will be published on the company’s website at www.mercator.si as of July 14th 2010, and will remain posted for a period of at least five years.

Poslovni sistem Mercator, d.d.,
Management Board