18th regular Shareholders' Meeting of Sava d.d.
The 18th regular Shareholders' Meeting of the joint stock company Sava took place on 24th May 2012 in the hotel Kokra in Brdo near Kranj.
44.36% (890,357 shares) of total company's capital with voting rights were present at the Shareholders' Meeting. The share of voting rights of the first largest shareholders with voting rights amounted to 61.37% of the capital present (546,447 shares), as follows: Finetol d.d. 16.24% (144,597 shares), Merkur d.d. 15.15% (134,923 shares), PSL Storitve d.d. 12.16% (108,310 shares), NDF 1, Delniški Podsklad 11.42% (101,702 shares), and NFD Holding d.d. 9.76% (86,915 shares). The President of the Management Board of Sava d.d. Matej Narat, MSc, explained the business results, and also the implementation of the restructuring strategy of Sava d.d.
1. At the Shareholders' Meeting, the shareholders unanimously elected the bodies of the Shareholders' Meeting with 99.94% (889,715 shares).
2. In the continuation, the shareholders became acquainted with the audited annual report of Sava d.d. for 2011, the audited consolidated annual report of the Sava Group for 2011, and a written report by the Supervisory Board for 2011. The shareholders became acquainted that in 2011 the company made a net loss of €156,125,623.82.
The shareholders adopted the resolution with 97.84% (870,941 shares).
Kapitalska Družba d.d. made a written counter-proposal to this Agenda item and a request for a separate voting procedure, i.e. to separately vote on granting discharge to the Management Board and Supervisory Board under the Agenda item 2).
The shareholders adopted the resolution about granting discharge from liability to the Management Board, thereby approving of the work of this body in the fiscal year 2011. 62.57% (552,880 shares) voted for the proposal.
Furthermore, the shareholders adopted the resolution about granting discharge to the Supervisory Board, thereby approving of the work of this body in the fiscal year 2011. 91.22% (682,852 shares) voted for the proposal.
The counter-proposal by the shareholder Kapitalska Družba d.d. was not voted about, since the proposal made by the Management Board and Supervisory Board of the company was adopted
After these resolutions were adopted, the shareholders of Kapitalska Družba d.d., Slovenska Odškodninska Družba d.d., and the MDS Association announced they would challenge the adopted resolutions referring to granting discharge from liability to the Management Board and Supervisory Board for 2011.
3. The Shareholders' Meeting accepted the proposal to appoint Deloitte Revizija d.o.o. as the auditor of financial statements of Sava d.d. and the Sava Group for 2012. The resolution was adopted with 99.94% (889,657 shares).
4. Under the Agenda item 4), the Shareholders' Meeting did not accept the proposal made by the Supervisory Board to elect Miran Kalčič, Janko Kastelic, Jože Obersnel and Stanislav Valant, MSc, as the Supervisory Board members – shareholder representatives. The shareholders accepted the proposal made by the shareholder Merkur d.d. to elect Roman Ambrož, Miran Kraševec, Rok Ponikvar and Tomaž Perše as the Supervisory Board members – shareholder representatives. The resolution was adopted with 93.78% (802,881 shares).
The newly elected Supervisory Board members will begin their four-year term of office on 29 June 2012.
The Shareholders' Meeting further became acquainted that the term of office of the Supervisory Board members – employee representative Janez Justin, Boštjan Luznar and Gregor Rovanšek expires on 28 June 2012. The Workers' Council elected the new Supervisory Board members – employee representatives for the next four-year term of office, as follows: Aleš Aberšek, Lučka Pogačnik and Gregor Rovanšek; they will begin their term of office on 29 June 2012.
The counter-proposal made by the Supervisory Board and the counter-proposal by the shareholder MDS Association was not voted about, since the proposed election resolution by the shareholder Merkur d.d. was adopted.
In addition to the business operations in 2011 (public announcement in the SEOnet of 20 April 2012), and in the first three months of this year (public announcement in the SEOnet of 24 May 2012), the President of the Management Board of Sava d.d., Matej Narat, MSc, also talked about the implementation of the restructuring strategy of Sava.
The selected parts from the address by Matej Narat, MSc, President of the Management Board of Sava d.d., given at the 18th regular Shareholders' Meeting are given below:
"… The year 2011 was an extremely demanding one. The effects of significant impairments of financial investments of Sava d.d., which due to the economic crisis the company had to carry out recently, the need for strengthening the cash flow and for a decrease in financial liabilities as well as the difficulties in the organisation and business, which are characteristic of all diversified business systems, deteriorated the financial position of Sava already in 2010 and requested for a renewal of the strategy and the business model of the company. In 2011, the circumstances in the financial markets further aggravated, while indebtedness remained high as this had already been the case in the period before the economic crisis. Immediate changes were necessary for consolidating the operations of Sava.
Immediately after taking up the duty, my colleagues in the Management Board Andrej Andoljšek, Miha Resman and Franci Strajnar, and I began to prepare and implement the short-measures programme that aimed at stabilisation of operations and elimination of the negative effects originating from the financial-economic crisis.
The measures programme was upgraded into the strategy of business-financial restructuring and consolidation of the Sava Group in the next medium-term period – until the end of 2014. The new strategy provides for stability and further development of the new, renewed Sava Group, while at the same time it facilitates a long-term future for the divisions of the present Sava. The restructuring strategy adopted last September was unanimously supported by the Supervisory Board of Sava d.d.
The most important strategic activities carried out by Management Board in the past business year were on the one hand directed to improvements in the operative business and to creating a free cash flow of Sava Group companies, and on the other hand we concentrated on regulating the relations with the lending banks, searching for opportunities and implementing the divesting programme, and, last but not least, providing current liquidity parallel with regular settlement of financial liabilities of the company and the Group, respectively.
Until the end of 2011, we consistently fulfilled the key strategic commitment defined in the 1st restructuring strategy phase, as follows:
• Assured liquidity.
• Made an agreement for coordination of deadlines for financial liabilities of Sava.
• Established a new organisational structure of Sava d.d. and changed the management model of the Group.
• Carried out the preparations and merged all companies of the Tourism division in a uniform company Sava Turizem d.d.
Already in the past year we undertook the initial activities for carrying out the 2nd phase of the strategy whose goal is to restructure and divest individual investments of Sava d.d. In this year, this phase is being carried out with a particular intensity… Based on the realised activities, we proceed this year with the implementation of the measures in order to maintain positive trends, which in the past year were created in spite of a further aggravation in the economic circumstances.
… The arrangements with the banks about further coordination of deadlines for financial liabilities of Sava Group companies are in progress on an ongoing basis and in accordance with the expectations. Based on this year’s planned signing of the agreement on reprogramming, the structure and maturity of sources will be improved, while the banks will receive our commitment and a timed definition of disinvesting of investments and reducing indebtedness to a long-term sustainable level...
… Parallel with that the implementation of the 2nd phase of the restructuring strategy has so far been developing even faster than anticipated, which can have a significant positive effect both on enhancing the volume of the planned deleverage and the achieved business result of Sava d.d. at the end of 2012.
Sava d.d. reorganised at the end of 2011 and started the year 2012 with a new organisational structure and consolidated in terms of personnel. The employee number in the company practically halved. Instead of the previous 13 competence centres, seven professional services were formed. A decentralised organisational structure defines more clearly the competences and responsibilities of the parent company and its subsidiaries. Last October, a Directorate for managing the Sava Group was established which is conducted by our colleague Milan Marinič. Its objective is to implement the quality and efficiency of the corporate management and strategic supervision over the Group. There is still a potential for further improvements in the efficiency of operations, while new organisational changes are planned to take place when the restructuring process is finished and a transfer to a model of active management of financial investments of Sava d.d. is carried out.
… The consolidation process of the Tourism operations is already in progress in the uniform company Sava Turizem, which as of last Decembers combines all companies, which until that time had been included in the Tourism division. With the beginning of this March, the reorganisation was effectively completed that aimed at strengthening the synergies in marketing of the offer and the rationalisation of operations in Tourism, which still has a high potential for growth and increase in the business performance. The management team of Tourism expects the performed measures will demonstrate already during 2012 in further growth in the profit from operations and cash flow, which are expected to significantly rise until 2014.
… The agreement about divesting a prevailing part of the Real Estate division, i.e. the company Sava IP d.o.o., Ljubljana (now Investicijsko Podjetje d.o.o.) has been already made. Based on this agreement, the company will acquire new options for financing and thus for its further development. The required procedures, which will facilitate the planned sale to be carried out, are in progress as outlined and are expected to be finished before this summer.
… Also the procedure for selling Rubber Manufacturing is in progress. The international bidders show great interest in this traditional Sava’s business. Presently, the discussions are held with the selected partners able to assure necessary investments in further growth and development. A final decision about the implementation of this option will be made in the concluding phase of discussions, which is expected to happen before the end of this year.
… Other Operations are being restructured too. We carry out the measures for optimisation of the energy management business and prepare a project for studying the alternatives for the future strategic development of this division. This year the management of Sava Medical in Storitve d.o.o. was taken over by Savatech d.o.o. In January, the company Sava IT d.o.o. was launched, to which Sava d.d. transferred the ICT services for the needs of the Sava Group.
… As regards the restructuring of the banking part of Sava d.d.’s portfolio, the following facts ... After a decision was made in January to stop the procedure of a joint sale of the qualified stake of Abanka Vipa d.d., the Management Boar of Sava d.d. still supports a tie-up between this bank and Gorenjska Banka d.d., as one of the most desirable scenarios for refining the assets of the company. This was the plan already in the past, but, regretfully, never realised.
… After selling the entire - 27.0% - stake in the associated company Job, d.o.o., Sava d.d. completed the sale of its 14.6% equity stake in Terme Maribor d.d. at the end of this March.
Next year and in 2014, the 3rd phase of the strategy will take place whose goal is to maximise the value of investments of Sava d.d. In this period, certain disinvesting processes will be carried on, while the key activities will focus on further improvements in the operations and the implementation of synergies in the division as a well as on the new potential acquisitions of equity stakes and take-overs to maximise the value of the investments of Sava d.d.
After the restructuring strategy is completed, the new, renewed Sava is anticipated to include as follows:
- Sava d.d. – a holding of subsidised and associated companies, which is cost-efficient and highly adapted to the business environment.
- A renewed Tourism division – more cost-effective and successful.
- Equity shareholdings in both banks or in a tied-up bank, or other investments, particularly in the financial sector.
Based on this, we plan that after the strategy completion in 2015, or, better said, already in the course of its implementation, the cash flow will significantly rise on account of the implemented restructuring of the investment portfolio and that despite the realised divesting of a substantial part of the financial investments of Sava d.d.
The financial liabilities of the company will draw nearer to a long-term sustainable level, at which the structure of liabilities will significantly improve as a result of a continual and substantial deleverage.
By doing this, we will create the required solid financial foundation and other conditions for further growth and development of the new, renewed Sava, while for its present divisions a faster development outside of Sava will be assured by selecting the most appropriate strategic partners.
… Based on the restructuring strategy, the Management Board of Sava d.d. WISHES and until 2014 it WILL establish the conditions for:
• Improved efficiency of operations.
• Renewed growth in the assets of the companies.
• Growth in the value of the Sava share.
• Growth in the profit and formation of new sources for a dividend pay-out to Sava shareholders.
However, we have to be aware of the fact that already in 2011 the path towards this goal was not an easy one, neither it will be an easy one in the future, nor it is implementable in short-term.
The required pre-condition for implementing the strategy and thus the realisation of our commitment is further trust and support on the part of the lending banks and, of course, you, esteemed shareholders of Sava."