On Monday, the VZMD President received a formal response from the Chairman of the Board of Podravka d.d., the new majority shareholder (51,54%) of Žito, d.d., at the request of VZMD to put profit sharing of EUR 25,861,078.62 for 2014 on the agenda in the upcoming general meeting. The Chairman of the Board of Podravka, Mr. Zvonimir Mršić, has in its response, among other things, stated that "the request/invitation by VZMD to put the additional item on the agenda of the general meeting should be addressed only to the Board of Žito" as regards dividend payout. Podravka - as the new majority shareholder who requested to convene the new general meeting - has been called on by VZMD to establish the legal status in terms of the decision 2.1. of the 21st general meeting held on June 19, 2015 and pursuant to Article 399 of the Companies Act (ZGD-1) and to ensure that 9,206 shareholders receive their dividends as provided by law. A similar letter was also sent to the management and supervisory board of Žito, however no response has been received until today, neither a notification regarding additional item on the agenda of the general meeting convened on November 18, 2015. The additional item of the agenda may well be proposed by shareholders who possess on aggregate 5% of the equity, therefore - particularly regarding the 7-day period of the general meeting convocation (which passed in the meantime) - this could be provided for by the new majority shareholder, who will be accountable for adoption of the decision in the general meeting.


In the letter, VZMD drew Podravka's attention to the fact that the adoption of the decision on profit sharing would also be the reason to withdraw the litigation, which has incurred unnecessary costs for Žito, as well as for VZMD and other shareholders of Žito, and at the same time the reputation of Žito, and consequently of Podravka has been increasingly tarnished. Through a law firm and on behalf of 111 shareholders, at the District Court in Ljubljana in July, VZMD brought a lawsuit for challenging the disputable decision on not sharing the profit. In September, VZMD was summoned by the judge at the District Court, Ms. Urška Kusič, to take a stand regarding the appeal from Žito whereby the VZMD President stressed the following: "it is utterly despicable that Žito, despite its dividend payout policy, clear legal basis and last year's balance sheet profit amounting to almost EUR 26 million, resorts to legal  maneuvers to avoid payout of at least legally provided minimum dividends totaling EUR 590,614.72, which is less than 2.3% of the last year's profit". In their response to the suit, Žito also contests the amount of the court fee paid by VZMD, and they propose that the Court orders the minority shareholders to execute an additional payment of the underpaid court fee, in their opinion.

On this occasion, VZMD would also stress, that at least from the Supervisory board of the company where minority shareholders have their 'representative' one might expect the proper conduct in the interest of shareholders,  particularly minority ones. Instead, Žito even attempts to substantiate the unjustifiability of the lawsuit and VZMD's requests through voting of the deputy chairman of the Supervisory board Mr. Rajko Stanković, who, as an assignee of some shareholders, and as well as the MDS Association President (together with the authorized officers of the MDS Association Mr. Ljubiša Stanojević and Mr. Goran Gojković) expressly against profit sharing in the general meeting! VZMD wishes to caution that such conduct is entirely against the interests of minority shareholders, which may be the reason for Podravka to propose Mr. Rajko Stanković for the new term as the only one from the previous Supervisory board?!


 

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