1 Press Release 11th Supervisory Board Meeting of Sava d.d.: about restructuring of the Trade division, the 2006 business plan and appointing members of Sava d.d. Board of Management Kranj, 16 February 2006 – The present board with Janez Bohorič at the head will manage Sava in the next five-year period. Sava's division Trade will be thoroughly restructured. Upon selling Sava Trade d.d. to Merkur d.d., and cooperation and increase in capital in this company Sava d.d. will become an important shareholder in this successful trading business system. In line with the business plan for 2006 the Sava Group will create a total profit before tax of 7.8 billion tolars. __________________________________________________ The Supervisory Board of Sava d.d. agreed in full with the submitted plan about the restructuring of Sava’s Trade as prepared by Sava d.d. in cooperation and by support of the company managements of this division: Sava Trade d.d. and MG Market d.o.o. Yesterday the presented plan was confirmed by the Supervisory Board of Sava Trade d.d. The plan for restructuring the Trade division foresees for Sava d.d. to enter the company Merkur d.d. with a significant ownership stake and offers it to pay in 98,000 newly issued shares owing to an increase in share capital of Merkur d.d. at a price of 36,200 tolars per a share. The plan of restructuring further includes that Sava d.d. offers Merkur d.d. to purchase the entire ownership stake of Sava Trade d.d. Moreover, the plan includes selling the entire ownership stake of Sava Trade in the company MG Market d.o.o. By performing these activities, being in the final phase of negotiations, Sava d.d. will obtain a significant stake in the company Merkur d.d., while Merkur d.d. will enrich its business through operation of the present Sava Trade d.d. In this way Sava d.d. is restructured from the active manager of the Trade division into a significant shareholder in the successful business system Merkur. The intended incorporation of Sava Trade d.d. in the Merkur Group has a similar sales programme, facilitates an improvement of the strategic position in the market, increase in a joint market share and utilisation of synergetic advantages both on account of the economy of scale and merging and using the best knowledge and models available in both companies with a long-standing tradition. Within the implementation of the development strategy of the joint stock company Merkur the programmes of Sava Trade d.d. will develop faster, which in the long run secures jobs, while Sava d.d. will be able to invest capital in a comparatively more profitable manner and increase the profit of the Sava Group in the following years as well. The submitted Trade restructuring plan anticipates that before selling Sava Trade d.d. to Merkur d.d. to sell the entire ownership stake that Sava Trade has in MG Market d.o.o. Sava, Holding Company, d.d., Škofjeloška c. 6, 4000 Kranj, Slovenia Further information: Lidija Bregar, GSM: 041 671 965, e-mail: [email protected]; Tadeja Kuhar, GSM: 051 395 540, e-mail: [email protected] 2 Press Release The proposal for the strategic restructuring of the Trade division is the response by the management of the Sava Group and the management of Sava Trade to business trends and strategic ownership of Sava’s Trade under conditions of concentrating and tightening market situation for this business branch. Trade in the Sava Group was formed as a division that would strategically be bound to Chemicals division. Strategic plans foresaw linking of the Slovene coating industry with the Sava Group. The Trade and Chemicals divisions would join purchasing and selling paths and thus enhance business success of both. It has not come to the integration of the chemical industry within the Sava Group, and, consequently, to the planned synergetic effects of the Trade division. Already in 2001 the management of the Trade division – after acquiring a majority stake in MG Market d.o.o. – prepared and later implemented the restructuring programme of retail sales of Sava Trade d.d. that originated from merging four trading companies (Chemo d.d., Astra Technical Store d.d., Guma d.d. and Savatech Trade d.d.). The then concept of small specialised stores was namely not adapted to the needs of modern customer, therefore the Sava Trade management decided to gradually discontinue them and substitute them with larger sales centres offering products under the AstraChemo brand in places with a lower spending capacity, and expanding the network of OBI stores in places with a higher spending capacity. With four OBI stores that employed people from the closed Sava Trade d.d. shops MG Market d.o.o. achieved the position of an important trader with DIY articles in Slovenia. After restructuring the sale network Sava Trade d.d. includes 13 own and 8 franchise retail shops AstraChemo; at the same time the company preserved its position in the wholesale trade. The changed market situation, development criteria and investments in the Sava Group as well as due to the results in the Trade division the Board of Management of Sava d.d. and the managements of Sava Trade d.d. and MG Market d.o.o. made a decision to restructure it and thus accelerate its further development. The change will facilitate Sava d.d. to utilise opportunities for strengthening the development of its remaining basic operations (especially Rubber manufacturing, Tourism, Real Estate), which will enhance the success of its operations and profitability of the Sava Group. The Supervisory Board of Sava d.d. and previously the Supervisory Board of Sava Trade d.d. entirely agreed with the proposal. The Supervisory Board of Sava d.d. was made acquainted with the submitted business plan of the Sava Group for 2006 together with the effects of restructuring Trade and it charged the Board with a task to bring the plan into line with the presented changes. Sava, Holding Company, d.d., Škofjeloška c. 6, 4000 Kranj, Slovenia Further information: Lidija Bregar, GSM: 041 671 965, e-mail: [email protected]; Tadeja Kuhar, GSM: 051 395 540, e-mail: [email protected] Press Release 3 In line with the presented business plan 2006 and the added calculations that already considered the economic position of Sava after restructuring the Trade division, the companies of the Sava Group will this year create sales revenues of 41.5 billion tolars or 9 per cent more than the estimated sales of companies in 2005. The Sava Group plans that in 2006 it will create a total profit before tax of 7,8 million tolars. The profitability of the Group, calculated as total profit on capital, will total 8.4 per cent. After a record year 2005 when Sava Group’s companies invested over 15 billion tolars in fixed assets, this year the investments will be high as well. Over 9 billion tolars will be invested in erection and renewal of buildings and modernisation of technology. The largest investment this year will be building of a five-star hotel in Moravske Toplice and a renewal of Par Hotel in Bled, shortly building permits will be obtained to start building a four-star hotel in Ptuj that will be opened for guests already in 2007. The personnel commission of the Supervisory Board of Sava d.d. proposes, and the Supervisory Board adopted a resolution that Janez Bohorič, Univ.Grad. Chem.Tech. is appointed a chairman, Vincenc Perčič, Univ.Grad.Econ., a member and Emil Vizovišek, Univ.Grad.Chem.Tech. a member of the Sava d.d. Board of Management for a new five year mandate that starts as of the expiration of the present mandate, that is 17 July 2006. The Supervisory Board adopted the elements for the managerial contracts for the chairman and members and authorised Stanislav Valant M.A., chairman of the Supervisory Board to conclude employment contracts with the members of the Board of Management of Sava d.d. Members of the personnel commission of the Supervisory Board that includes Miran Kalčič as a commission chairman and Stanislav Valant M.A. and Jožef Copek as commission members had interviews with the members of Sava d.d. Board of Management and proposed the Supervisory Board Sava d.d. to appoint the present members of the Board for another mandate. Based on the work of the Board of Management of Sava d.d. the personnel commission and the Supervisory Board express their complete trust saying that also in the future the Board will manage Sava d.d., the Sava Group with success. Especially they pointed out the excellent and constructive communication and cooperation between the Board and the Supervisory Board. At the same time the Supervisory Board charged the Board of Management of Sava d.d. to prepare a revised survey of the business strategy of the Sava Group until 2011 by one of the following Supervisory Board meeting in 2006. Sava, d.d. Corporate Communications Supplement: Management and Administrative Bodies http://www.sava.si/eng/1/1d/frame.htm Sava, Holding Company, d.d., Škofjeloška c. 6, 4000 Kranj, Slovenia Further information: Lidija Bregar, GSM: 041 671 965, e-mail: [email protected]; Tadeja Kuhar, GSM: 051 395 540, e-mail: [email protected]
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