Shares

Information about share

SHARE SYMBOL: MELR
NUMBER OF SHARES ON MARCH 31ST, 2010: 3,765,361
NOMINAL VALUE PER SHARE: 41.73 EUR (10,000 SIT)

The shares of the Poslovni sistem Mercator, d.d., company are listed on the Stock exchange – prime market of the Ljubljana Stock Exchange.

Dividends

Dividends paid out in year

 

Year	Amount of dividends
	Gross dividend per share (in SIT)								Gross dividend per share (in EUR)
2001	300								1.4
2002	400								1.8
2003	450								1.9
2004	500								2.1
2005	318								1.3*
2006	600								2.5
2007	958.56								4
2008	1018.47								4.25
2009	1078.38								4.50

* This one-time deviation from the dividend policy in 2005 was caused by tax-related reasons.

Dividend policy

At their 6th meeting, the Supervisory Board of the company Poslovni sistem Mercator, d.d., adopted the proposal according to which the Management and Supervisory Board of Mercator, d.d., would submit for approval to the Shareholders Assembly a proposal to pay out a gross dividend of EUR 7.20 per ordinary share in this year, which is 60 percent more than in 2009. In defining the dividend policy for this year, the company took into account the expectations of the shareholders, major and small, as well as other business circumstances. To secure the funds required to pay out the dividends in this year, Mercator will disinvest commercially unviable assets and implement the measures for efficient working capital management; thus, higher dividend payment will not affect the development plans and the company's financial stability.

In order to stabilize the ownership structure in the medium term, the company reached an agreement with the banks NLB, NKBM, and Abanka, whose total combined Mercator shareholdings amount to 18.7 percent. According to this agreement, these commercial banks shall not dispose of their Mercator shares until September 30th 2012, provided that the company pays dividends in the amount o EUR 7.20 in 2010, EUR 8.00 in 2011, and EUR 8.80 in 2012. The agreement is not legally binding and rather expresses an intent and effort to stabilize the company's shareholder composition in the following medium term, which is in the best interest of the company.

 

Frequently asked questions regarding dividends

When is the date of the payment of dividends determined, and who are they paid out to?

At a regular Shareholders' Assembly of the company, the shareholders adopt a resolution on the use of the balance sheet volume and on the amount of the dividend for the previous year.
Dividends are paid to all shareholders whose shares are, on the agreed day, registered in the shareholder's registry, which is kept by KDD, Central Securities Clearing Company, Inc., in Ljubljana.

How is the value of my dividends determined?

The gross value of dividends to be paid to the shareholder is calculated based on the number of shares and the amount of the dividend per each share.

With regard to the legal form of the shareholder, the tax deduction is settled:

 

NP residents	20% tax deduction
NP non-residents	20% tax deduction
SP sole proprietors	20% tax deduction (SP is treated as a natural person; the company may also define them otherwise!)
LE residents	no tax settlement (TIN required)
LE non-residents	15% deposit of tax (valid as of January 1, 2007); the recipient may assert a deduction on the basis of an international agreement (precisely prescribed procedures)
FUNDS (mutual and retirement)	no tax settlement; no tax identification number required

 Who pays out the dividends?

Dividends can be paid out by the company itself, or in its name by contractually agreed banks which take over the entire procedure of paying out, informing, and solving possible complaints.

How are dividends paid out?

Dividends are paid out on the basis of an order to pay out. When dividends are paid out on the basis of an order to pay out, the latter must be correctly and completely filled out and sent to the address of the disburser of the dividends (the bank); on this basis, the appurtenant amount of dividends is allocated to the stated account. The number of the recipient's checking account and the tax identification number of the recipient must be indicated on the order. In cases when the shareholder does not have an account opened, or wishes to be paid out in cash and the amount paid out is not more than EUR 120.00, the amount may be paid out at the nearest unit of the bank that is paying out the dividends (a list of the units is on the back side of the notice), on presentation of the order to pay out and a personal document.
In the case an account is already stated on the order to pay out, the recipient MUST verify the correctness of the information and NOTIFY the disburser of any changes.

Who may withdraw my dividends?

Dividends may only be paid out to the shareholder in person on the basis of a valid personal identification document, or to his legal representative who must, in addition to his own personal document, also present a copy of a valid authorization, verified by a notary.

What if I am underage?

Dividends for their underage children may be cashed in by the parents, upon presenting a valid personal identification document and the birth certificate of the child, in which case they must state the tax identification number of the shareholder.

What about income tax and dividends?

Dividends are taxed cedularly. Cedular taxation menas separate taxation of interest, dividends, and capital income. The listed types of income are taxed at the 20% rate and the tax paid is regarded as the final tax, which means that these types of income are not included and are not listed in the annual taxable base for the assessment of the income tax.
The recipients of dividends are notified of the allocation or pay out on the day of the dividend pay out; in the case they are paid out to an already-known shareholder's account, the notification of the dividend pay out also simultaneously represents the notification of allocation. On the day of the pay out, the company settles the tax obligations to the tax administration together with the prescribed forms (REK_2 with Appendix 6 and ODO_1). At the end of the year, the company sends a file of all dividends paid out to domestic natural persons to DURS - Tax Administration of the Republic of Slovenia (VIRODIV.DAT).

Where can registry information be changed?

All changes to registry information (first and last name) and address can only be made at KDD, Central Securities Clearing Company, Inc., Tivolska cesta 48, Ljubljana, over the telephone: +386 1 307 3500 or over e-mail: info@kdd.si. There you can also receive information on the status of your securities.

What about in the case of inheritance?

In case of inheritance, payment of dividends in cash is not possible. The following must be submitted to the disburser: the order to pay out, made out to the name of the deceased;
a copy of a legally valid resolution regarding the inheritance, or a copy of the notification of re-registration of securities; registry information of all inheritors (name, surname, address, postal code, Unique Master Citizen Number (EMŠO) and tax identification number) and the bank account number. If you do not yet have the notification of re-registration of securities, please contact the Central Securities Clearing Company, Inc., Tivolska cesta 48, Ljubljana or over the telephone: +386 1 307 3500, where they arrange the re-registration of securities to the legal inheritors.

How long is the dividend valid?

The general date of expiry for dividends is five years, however, the company may decide at the Assembly on a three-year expiry date for liabilities which are not frequent. After this date, dividends are not paid out. The amounts of dividends are not added up, neither do they bear interest, which is why it is more beneficial for the shareholder to arrange for the payment of dividends as soon as possible.

What about non-residents – foreign citizens, owners of shares?

Personal withdrawal of dividends is not possible for non-residents, due to the prescribed procedures of pay out of inflows (in this case the dividends) to non-residents.
On the basis of the changes to the tax legislation, effective as of January 1st, 2007, dividends may be paid out to a non-resident without a Slovenian tax identification number; however, in this case, the non-resident must provide the disburser with required information – at least the personal name, address, identification number, and country of residence. Identification number is considered as any number that is comparable to our Unique Master Citizen Number (EMŠO), or if such a number does not exist, the number of a personal document – personal identification card or passport, in which case the issuer of the document and the date of expiry must also be stated in addition to the number of the personal document. All shareholders – non-residents receive a notification with the order to pay out the dividends. They write their information and bank account, which they have opened in Slovenia or abroad, on the order. Each non-resident has the option to open a non-residential account at the disbursing bank. Allocations to shareholders' accounts that are open abroad are performed in EUR.