Announcement of Merger by Acquisition of PETROL PLIN, d.o.o.
Pursuant to Article 586 of the Companies Act-1 (ZGD-1), the Management Board of PETROL d.d., Ljubljana and the Management of PETROL PLIN, d.o.o. hereby
announce that on 14th October, 2010 the Contractt of Merger by Acquisition between PETROL PLIN, d.o.o., Dunajska cesta 50, Ljubljana and PETROL, Slovenska energetska družba, d.d., Ljubljana, Dunajska cesta 50, Ljubljana was submitted to the Registration Authority.
The managements of both companies hereby notify the shareholders of PETROL d.d., Ljubljana and the sole partner of PETROL PLIN, d.o.o. of their rights defined in Article 586 of the Companies Act-1 ( ZGD-1) as follows:
At least one month prior to a session of the General Meeting of PETROL PLIN, d.o.o. that is to decide on consent for a merger by acquisition, the following documents will be available for inspection at the registered office of the companies in Ljubljana, Dunajska cesta 50, each working day from 10 a.m. to 1 p.m.:
1. Contact of Merger by Acquisition;
2. Annual reports of both companies for the past three financial years;
3. Final report of PETROL PLIN, d.o.o. in accordance with paragraph 1, Article 68 of the Companies Act-1 (ZGD-1), provided that it has been audited to that date;
4. Interim balance sheets of the companies, compiled as at the final day of the last quarter prior to the concluding of the Contract of Merger by Acquisition;
5. Report on the merger by acquisition by the managements of the companies;
6. Report on the review of the merger by acquisition by the Supervisory Board of PETROL d.d., Ljubljana (PETROL PLIN, d.o.o. does not have a supervisory board.)
The shareholders and the sole partner have a right to request to be given free of charge a copy of the above-mentioned documents not later than on the following working day.
Pursuant to Article 599 of the Companies Act-1 (ZGD-1), the Management Board of PETROL d.d., Ljubljana notifies the shareholders of PETROL d.d., Ljubljana that, with respect to the simplified merger by acquisition procedure, where consent of the General Meeting of the acquiring company (PETROL d.d., Ljubljana) is not required for the Contract Agreement of Merger by Acquisition to be valid, the General Meeting of the acquiring company must decide on consent for the merger by acquisition only if the shareholders of the acquiring company holding at least one-twentieth of the subscribed capital of the acquiring company demand the convening of the General Meeting of the acquiring company which should decide on consent for the merger by acquisition, within one month from the date of the session of the General Meeting of the company being acquired (the General Meeting of PETROL PLIN, d.o.o. will take place on November 16th, 2010) which has adopted the resolution giving consent to the merger by acquisition.
PETROL d.d., LjubljanaChairman of the Management BoardAleksander SvetelšekMember of the Management BoardRok VodnikPETROL PLIN, d.o.o., LjubljanaDirectorFranc Dover
The managements of both companies hereby notify the shareholders of PETROL d.d., Ljubljana and the sole partner of PETROL PLIN, d.o.o. of their rights defined in Article 586 of the Companies Act-1 ( ZGD-1) as follows:
At least one month prior to a session of the General Meeting of PETROL PLIN, d.o.o. that is to decide on consent for a merger by acquisition, the following documents will be available for inspection at the registered office of the companies in Ljubljana, Dunajska cesta 50, each working day from 10 a.m. to 1 p.m.:
1. Contact of Merger by Acquisition;
2. Annual reports of both companies for the past three financial years;
3. Final report of PETROL PLIN, d.o.o. in accordance with paragraph 1, Article 68 of the Companies Act-1 (ZGD-1), provided that it has been audited to that date;
4. Interim balance sheets of the companies, compiled as at the final day of the last quarter prior to the concluding of the Contract of Merger by Acquisition;
5. Report on the merger by acquisition by the managements of the companies;
6. Report on the review of the merger by acquisition by the Supervisory Board of PETROL d.d., Ljubljana (PETROL PLIN, d.o.o. does not have a supervisory board.)
The shareholders and the sole partner have a right to request to be given free of charge a copy of the above-mentioned documents not later than on the following working day.
Pursuant to Article 599 of the Companies Act-1 (ZGD-1), the Management Board of PETROL d.d., Ljubljana notifies the shareholders of PETROL d.d., Ljubljana that, with respect to the simplified merger by acquisition procedure, where consent of the General Meeting of the acquiring company (PETROL d.d., Ljubljana) is not required for the Contract Agreement of Merger by Acquisition to be valid, the General Meeting of the acquiring company must decide on consent for the merger by acquisition only if the shareholders of the acquiring company holding at least one-twentieth of the subscribed capital of the acquiring company demand the convening of the General Meeting of the acquiring company which should decide on consent for the merger by acquisition, within one month from the date of the session of the General Meeting of the company being acquired (the General Meeting of PETROL PLIN, d.o.o. will take place on November 16th, 2010) which has adopted the resolution giving consent to the merger by acquisition.
PETROL d.d., LjubljanaChairman of the Management BoardAleksander SvetelšekMember of the Management BoardRok VodnikPETROL PLIN, d.o.o., LjubljanaDirectorFranc Dover
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