Here you can find key takes from the convocation to Petrol’s AGM which will be held on 28 December.

Petrol published the convocation to the AGM which will be held on 28 December 2020. In the convocation the Management board proposes that a claim/claims will be filed for damages to Petrol, against the President and members of the Management Board who performed these functions at the time when the individual transaction was concluded or implemented after obtaining the opinion of experts of relevant professions on the amount of damage, where it will be determined that Petrol incurred damages.

Before filing the claims, the Counsel shall be obliged to obtain the opinions of experts in the relevant fields on the amount of damages in individual transactions in which a decision has been made to file a claim for damages in the event of established damage. In transactions where, based on the opinion of experts from the relevant professions, it will prove that Petrol has incurred damages, the Counsel shall be obliged to file a claim/claims for compensation of damages within 6 months from the day of the adoption of this decision. Some of these transactions concern mBills, (purchase of a shareholding and recapitalisation), Zagorski metalac (purchase of a shareholding), Petrol (Beograd) (recapitalisation and purchases of filling stations), etc.

Besides the above mentioned, the Management Board of the Company would also require consent of the Supervisory Board for the following transactions after approval of inclusion of this change into Articles of Association of Petrol. The transactions for which approval will be needed are following:

Transactions on the basis of which the Company acquires or disposes of its own shares;

Transactions in the amount of over EUR 1m, on the basis of which the company acquires or disposes of shareholdings or shares of companies, whereby, in order to avoid doubt, transactions related to the acquisition of shareholdings or shares also include transactions related to the Company’s participation in the recapitalisation process of another company;

Transactions on the basis of which the Company establishes or terminates any company and/or business unit;

Transactions on the basis of which the Company borrows or approves a loan over EUR 2m, except for such transactions concluded between the Company and its subsidiaries and borrowing operations of the Company in amounts as included in the Company’s borrowing plan, which is approved by the Supervisory Board of the Company. For the avoidance of doubt, a series of several consecutive loans taken out by the Company from the same lender or granted by the Company to the same borrower shall be considered as a single loan, whereby affiliated companies in the sense of the provision of Article 527 of ZGD-1 shall also be considered the same lender;

Individual transactions of purchases or sales of long-term intangible, tangible fixed assets and investment property of the Company, for the amount exceeding EUR 5m. The avoidance of doubt, a set of several interconnected transactions shall also be considered as a single transaction, in particular insofar as they represent a single investment.