TAKEOVER ACT

UNOFFICIAL CONSOLIDATED TEXT

(ZPre-1-NPB4)

I. GENERAL PROVISIONS

Article 1

(Contents)

This act lays down the terms, conditions and procedures relating to takeover bids.

Article 2

(Transposition of the European Community directives)

This Act shall transpose the Directive 2004/25/EC of the European Parliament and of the

Council of 21 April 2004 on takeover bids (OJ L 142 of 30 April 2004, p.12, hereinafter

referred to as “Directive 2004/25/EC”).

Article 3

(Definition of terms)

(1) The terms used in this Act shall have the following meaning:

1. 'Accepting party' (hereinafter referred to as “the accepting party”) shall mean the holder

(hereinafter referred to as “the holder”) of securities of the offeree company who accepted the

takeover bid;

2. 'Brokerage company' shall mean a brokerage company, bank or other investment company

entitled to perform services in relation to securities and other financial instruments on the

territory of the Republic of Slovenia.

3. 'Central register' shall mean the central register of book-value securities.

4. 'Offeree company' shall mean a company, the securities of which are the subject of a bid.

5. 'Call option' shall mean a unilateral entitlement the exercise of which results in a contract of

acquisition or exchange or other legal transaction, on the basis of which the holder of such

call option acquires shares with voting rights of the offeree company.

6. 'Member State' shall mean a Member State of the European Community or of the European

Economic Area.

7. 'Person' shall mean a natural or a legal person.

8. 'Offeror' (hereinafter referred to as “the offeror”) shall mean any person who makes,

intends to make, or should make a takeover bid under the terms and conditions provided for

by this Act.

9. 'Registration member' shall mean a brokerage company that has the status of a Central

Securities Clearing Corporation (hereinafter referred to as KDD) and on the basis of a

contract signed with holders of securities administers securities accounts of these holders.

10. 'Futures contract' shall mean a contract on the basis of which a party acquires shares with

voting rights of the offeree company with a maturity date on any identified or identifiable day

or days at a price agreed in advance. The identified or identifiable day referred to in the

preceding paragraph shall be considered any day at least three days removed from the day of

the signing of the contract of sale.

(2) The terms 'listed company', 'decision to approve a prospectus' and 'regulated market' used

in this Act shall have the same meaning as that defined in the act governing the securities

market.

(3) The terms 'parent company', 'management and supervisory bodies' and 'management' used

in this Act shall have the same meaning as that defined in the act governing companies.

Article 4

(Scope of application)

(1) Provisions of this Act shall apply in the case the transferee company is a listed company,

and its shares with voting rights are admitted to trading on a regulated market.

(2) Provisions of this Act shall also apply in the case the transferee company is a public

limited company , the shares of which are not admitted to trading on a regulated market (non-

publicly traded company), if such company has:

- at least 250 shareholders on the last day prior to the year relevant for the assessment of

application of this Act; or

- more than four million euros of the total equity as shown in its most recent annual, report

published in compliance with the act governing companies.

(3) Notwithstanding paragraph (1) of Article 12 of this Act, a person or persons acting in

concert who, when this Act begins to apply for them, achieve or exceed the takeover threshold

in the offeree company referred to in the preceding paragraph without having achieved or

exceeded the final takeover threshold, shall make a takeover bid if this results in the increase

of their proportion of voting rights in the offeree company, unless they no longer achieve the

takeover threshold referred to in Article 7 of this Act, or unless this Act provides otherwise.

Article 4a

(Issue of book-entry securities)

Shares with voting rights of a company referred to in Article 4 of this Act shall be issued as a

book-entry.

Article 5

(Securities)

For the purposes of this Act, securities of the offeree company (hereinafter referred to as

“securities”) shall be the following securities issued by such transferee company:

1. shares with voting rights; and

2. securities that grant their holder the right to a call option.

Article 6

(Proportion of voting rights)

(1) For the purposes of this Act, the following voting rights shall be considered for the

determination of the proportion of a person's voting rights in the offeree company (hereinafter

referred to as "voting rights"):

1. voting rights carried by securities whose rightful holder is this person on his/her own behalf

and for his/her own account;

2. voting rights carried by securities whose rightful holder is another person on behalf and for

the account of such person;

3. voting rights carried by voting shares on the basis of which such person may exercise the

voting right on the basis of a power of attorney of the rightful owner of such shares at the

person's own discretion, if the rightful owner does not provide such person with voting

instructions;, and

4. voting rights carried by call options or futures contracts whose rightful holder is this person

on his/her own behalf and for his/her own account, or another person on behalf and for the

account of such person, which are not included in the securities referred to in point 2 of the

preceding paragraph but are the result of a different legal transaction.

(2) For the determination of the proportion of voting rights on the basis of call options or

futures contracts, it shall be deemed that a unilateral entitlement had been realised, and that

the holder of such entitlement has already acquired the transferee company's voting shares

that are the subject of the legal transaction concluded by the realisation of this entitlement, or

that the buyer of the futures contract has already acquired the transferee company's shares that

are the subject of the futures contract.

(3) Holders of call options and buyers of futures contracts shall have the obligation to notify

the Agency of any transaction on the basis of which they have acquired a call option or claim

for the delivery of securities under a futures contract by no later than the fourth trading day

following the conclusion of the transaction, unless they had already notified the Agency

pursuant to the act governing the financial instruments market.

(4) The following shall be considered as the basis for determination of the proportion of

voting rights:

1. voting rights carried by all of the offeree company's voting shares, including its own shares

and shares for which the exercise of the voting right of other shareholders is limited under this

or any other Act; and

2. voting rights under those call options or futures contracts that are considered for the

determination of the proportion of voting rights of the person whose proportion is being

determined.

(5) Notwithstanding the provisions of point 3 of paragraph (1) of this Article and other

provisions of this Act, for the determination of the proportion of voting rights of management

companies or of the offeree company's manager of a mutual pension fund shall not be

considered voting rights under securities representing the assets of the investment fund or the

mutual pension fund, managed by a management company or a manager of a mutual pension

fund, the proportion of which is being determined, if the management company or the

manager of a mutual pension fund manage the mutual pension fund in the exclusive interest of

investment fund units' owners or members as provided for by the act governing mutual

investment funds and management companies or by the act governing pension funds.

Article 7

(Takeover and takeover threshold)

(1) A takeover shall be a situation in which the offeror alone or together with persons acting

in concert with him/her achieves the takeover threshold.

(2) The takeover threshold in the offeree company (hereinafter referred to as "the takeover

threshold") shall be one third of voting rights in such company.

(3) In order to determine whether the persons acting in concert have achieved the takeover

threshold, for each of them the proportion of voting rights shall be assessed pursuant to the

provisions of the preceding paragraph, and their shares shall then be totalled.

Article 8

(Acting in concert)

(1) Persons acting in concert shall be persons who cooperate on the basis of an agreement,

either express or tacit, either oral or written, aimed either at acquiring or enhancing control of

the offeree company or at frustrating the successful outcome of a bid.

(1) The following shall be deemed to be persons acting in concert:

1. persons connected exclusively by circumstances concerning acquisition of securities, such

as:

- the time period when securities had been acquired,

- the volume of acquired shares, already owned shares, shares of other holders, or

- other circumstances concerning these acquisitions, which show the common intentions of

such persons;

2. members of management or supervisory bodies of persons acting in concert;

3. members of management or supervisory bodies with other persons who are also members

of such bodies;

4. persons connected because immediate family members;

5. persons who had proposed the adoption of the offeree company's general meeting

resolution on the appointment or revocation of members of management or supervisory

bodies or other resolutions which, pursuant to the act governing companies, shall be adopted

with at least three quarters of the share capital represented at the general meeting, and who

had achieved the adoption of such a resolution by either exercising their voting rights or

otherwise.

(1) The following shall be deemed beyond any doubt to be persons acting in concert:

1. the controlled and the controlling person, and

2. companies controlled by the same controlling person.

(4) For the purposes of this Act, a controlled company shall be a company:

1. in which another person has the majority of voting rights;

2. in which another person has the right to appoint or revoke a majority of management or

supervisory bodies' members and is, at the same time, a shareholder or company member of

such company;

3. in which another person is a shareholder or company member and controls alone the

majority of voting rights, in compliance with the agreement concluded with other

shareholders or company members; and

4. in which another person has the right to exercise dominant influence or control.

(5) The other person referred to in the preceding paragraph shall be the offeree company's

controlling person.

(6) For the purpose of assessing whether a person has the status of controlling person, the

rights of such person under paragraph (3) shall be added to the rights owned by other persons,

in which such person has a majority capital share or the majority of voting rights.

(7) For the purposes of this Act, the following shall be considered immediate family

members:

1. the spouse of such person or a person with whom such person lives in a long-term

cohabitation which is, pursuant to the act regulating marriage and family relations, equal to

marriage in terms of legal consequences (hereinafter referred to as “common-law marriage”)

or a person with which such persons lives in a registered civil relationship;

2. children or adopted children of such person, who lack full legal capacity (who are

incompetent to contract); and

3. other persons who lack legal capacity (are incompetent to contract) and have been placed in

such person's guardianship.

(8) Realisation of voting rights on the basis of organised collecting of proxies, when such

proxies are collected in compliance with the act governing companies, shall not be deemed a

concerted action, unless such collecting serves exclusively to disguise an agreement whose

aim is to acquire or strengthen control over the offeree company. The authorised person shall

notify the Securities Market Agency (hereinafter referred to as “Agency”) in advance of the

intention, reasons and method of organised collecting of proxies; if it fails to do so, it shall be

deemed that such collecting serves exclusively to disguise the agreement referred to in the

preceding sentence.

(9) The Agency may lay down detailed rules for concerted action under this Act in agreement

with the minister responsible for economy.

Article 9

(Publication of data)

(1) If this Act provides for the obligation of publication, such obligation shall be realised in

the manner defined for the publication of the prospectus under the act governing the securities

market and the regulations issued on the basis thereof.

(2) The notice of the intended takeover, the takeover bid, the amendment or the withdrawal of

a takeover bid, and the result thereof, shall also be published in a daily newspaper published

throughout the territory of the Republic of Slovenia.

Article 10

(Ceased to apply)

II. TAKEOVER BID

Article 11

(Takeover bid)

(1) A takeover bid shall be a public offer made to all holders of the securities to conclude a

contract, which, when accepted, shall result in a contract on the acquisition of such securities

between the offeror as the buyer and the accepting party as the seller.

(2) A competitive bid shall be a takeover bid concerning the same securities as the takeover

bid by the first offeror (hereinafter referred to as “the first bid”) announced in compliance

with this Act after the announcement of the first bid and prior the expiry of the time limit

allowed for the acceptance of the first bid.

(3) The provisions of this Act shall apply to all types of takeover bids unless otherwise

provided by the law for individual types of takeover bids.

Article 12

(Mandatory bid)

(1) The offeror who achieves the takeover threshold shall be required to make a takeover bid

in compliance with this Act.

(2) The offeror who, following a successful bid, has acquired 10 % of the capital carrying

voting rights (hereinafter referred to as “the additional takeover threshold”) shall be required

to renew his/her bid.

(3) The obligation to renew a bid shall cease when the offeror, following a successful bid, has

acquired at least 75 % of all the offeror company's capital carrying voting rights (hereinafter

referred to as "the final takeover threshold").

(4) The provisions of this Act concerning the obligations of the offeror who achieves the

takeover threshold shall apply, mutatis mutandis, to the offeror who has achieved the

additional takeover threshold.

(5) When obligations referred to in paragraphs (1) and (2) of this Article arise for the offeror,

this shall not give the holders of securities the right to request the offeror to conclude a

contract for the acquisition of such securities, but, in compliance with Article 63 of this Act,

shall suspend the voting rights of the offeror who is in breach of his/her obligation.

Article 13

(Voluntary bid)

A takeover bid in compliance with this Act may be also made by an offeror who, before the

announcement of the intended takeover bid, has not achieved the takeover threshold.

Article 14

(Subject of takeover bid)

(1) The subject of a takeover bid shall be all the offeror company's securities, the holder of

which is not the offeror.

(2) It shall be deemed that, by the coming into effect of the accepting party's statement on the

acceptance of the bid, the contract for the sale of all securities that are the subject of such

statement shall be concluded.

Article 15

(Mandatory bid by persons acting in concert)

(1) Where persons acting in concert reach the takeover threshold, they shall be jointly and

severally liable to make a takeover bid in compliance with this Act, unless they agree that the

bid shall be made by only one or by some of them.

(2) The persons acting in concert shall be jointly and severally liable for the fulfilment of

obligations within the framework of a bid procedure. The provisions of this Act relating to

obligations of individual offeror shall apply, mutatis mutandis, to the joint and several liability

of persons acting in concert.

(3) When applying, mutatis mutandis, the provisions of paragraph (7) of Article 16 and of

paragraphs (2) and (3) of Article 17 of this Act to the joint and several liability of persons

acting in concert, the highest price paid by any of them shall be taken into consideration.

(4) Mutual rights and obligations of persons acting in concert shall be assessed in relation to

their investments in securities, unless they agree otherwise.

Article 16

(Type of compensation)

(1) The offeror may offer a cash consideration for securities in the takeover bid (hereinafter:

referred to as “the cash consideration”).

(2) By way of consideration, the offeror may offer securities meeting the conditions defined in

Article 18 of this Act (hereinafter referred to as “substitute securities and substitute bid”)

instead of cash in his/her takeover bid.

(3) The offeror may also offer substitute securities instead of a part of cash consideration

(hereinafter referred to as “combined bid”) in his/her takeover bid

(4) The offeror may offer, as an alternative, substitute securities or cash consideration

(hereinafter referred to as “alternative bid”) in his/her takeover bid so that holders of

securities have the right to choose.

(5) Under a combined bid, the offeror may make an alternative bid in such a way that the right

to choose applies only to the part of price to be paid in cash or to the part of price to be paid in

substitute securities.

(6) Notwithstanding the provisions of paragraphs (2), (3) and (4) of this Article, the offeror

who, in contravention of the provisions of this Act, had solely achieved the takeover

threshold, shall offer only cash consideration.

(7) Notwithstanding the provisions of paragraphs (2), (3) and (5) of this Article, the offeror

who in the 12 months prior to the announcement of the bid purchased cash securities carrying

5 % or more of the voting rights (in the offeree company) shall only make a cash or an

alternative bid.

Article 17

(Equitable price)

(1) The price or the conversion rate for substitute securities offered in the bid shall be the

same for all securities belonging to the same class or type.

(2) The price offered in the takeover bid shall not be less than the highest price paid for the

same securities by the offeror in the period of 12 months prior to the announcement of such

bid.

(3) If, within one year of the expiry of the time allowed for the acceptance of a successful bid,

the offeror purchases securities at a price higher than the offer price, the offeror shall pay the

accepting party the difference in price, in cash, within eight days following such acquisition.

In the period between the maturity of the obligation and the offeror's compliance with the

obligation referred to in the preceding sentence, the provisions of Article 63 of this Act shall

apply, mutatis mutandis.

(4) If the offeror offers substitute securities at a conversion rate whereby the accepting party

receives less than one substitute security for each security, the offeror shall offer to those

accepting parties who do not have an adequate number of securities allowing them to receive

a whole number of substitute securities for those securities for which they accepted the bid, a

cash consideration (hereinafter referred to as “the price difference”).

Article 18

(Substitute securities)

(1) The substitute securities offered by the offeror shall be exclusively securities carrying

voting rights issued by the offeror or the offeror's parent company, which meet the following

conditions:

1. they are issued and admitted to trading on a regulated market (hereinafter referred to as

“issued substitute securities”); or

2. they are to be issued to fulfil the offeror's obligation under the bid (hereinafter referred to as

“the new substitute securities”) and belong to the same class or type as the already issued

securities admitted to trading on a regulated market.

(2) Notwithstanding the provisions of the preceding paragraph, the offeror may offer as

substitute securities issued or new securities carrying voting rights, issued by the offeror or

the offeror's parent company, which are neither admitted to trading on a regulated market nor

belong to the same class as securities admitted to trading on a regulated market, if:

1. the offeror makes an alternative bid; or

2. the subject of the takeover bid are securities of the parent company referred to in paragraph

(2) Article 4 of this Act.

(3) The Agency may lay down detailed criteria for substitute securities and the conditions for

trading such securities.

(4) If the subject of the bid is new securities, the provisions of the act governing companies

concerning the increase of share capital of a public limited company for the implementation

of merger by absorption shall apply, mutatis mutandis, to the increase of share capital

necessary for their issue.

(5) The provisions of the act governing the security market concerning the public offering

shall not apply to new substitute securities.

(6) If the offeror offers new substitute securities, it shall be deemed that the Agency had also

issued, together with the authorisation for such takeover bid, a decision approving the

prospectus of these substitute securities.

Article 19

(Essential elements of a takeover bid)

(1) A takeover bid shall contain information on the securities for which the bid is made.

(2) The cash, combined and alternative bids, shall indicate the price offered by the offeror,

expressed in cash consideration for each security.

(3) The substitute, combined and alternative bid shall additionally contain:

1. information on substitute securities offered by the offeror; and

2. the conversion rate expressed in the number of substitute securities for each offeror

company's security.

(4) The takeover bid shall not contain conditions other than resolutory or suspensive

conditions laid down by this Act.

Article 20

(Mandatory resolutory conditions)

(1) If the acquisition of securities that are the subject of the bid also requires, besides the

authorisation referred to in Article 32 of this Act, the authorisation or approval of any other

body, the bid shall be subject to a resolutory condition to be implemented in the case, by the

time allowed for the acceptance of this bid, the competent body:

1. has not issued this authorisation or approval;

2. has refused to issue this authorisation or approval; or

3. has issued the authorisation or approval relating only to the acquisition of a share that is

less than the share that is the sum of the securities the offeror had already acquired, and the

securities for which the accepting parties had already accepted the bid of this offeror.

(2) If the subject of the bid is new substitute securities, the bid shall be subject to a resolutory

condition, which shall be implemented:

1. for all new substitute securities: if the offeror or other issued referred to in paragraph (1) of

Article 18 of this Act fails to issue, within the time limit referred to in paragraph (1) of Article

58 of this Act, a complete order to issue these securities;

2. for new securities:

- if by the time allowed for the acceptance of this bid, the competent body of the offeror fails

to adopt the appropriate decision on the increase of share capital and fails to request, on the

basis of this decision, the registration of the increase of the share capital; or

- if the competent court dismisses the proposal for registration of the increase of share capital;

3. for new substitute securities, other than shares: if by the time allowed for the acceptance of

this bid the competent body of the offeror fails to adopt the appropriate decision to issue such

securities.

(3) All contracts concluded in the framework of the acceptance of the bid referred to in

paragraphs (1) and (2) of this Article shall be concluded under the resolutory conditions

contained in the takeover bid.

Article 21

(Successful bid threshold)

(1) The successful bid threshold shall be the lowest percentage of all securities, including the

already owned securities, that the offeror shall be required to acquire on the basis of the

takeover bid in order that such bid be binding on him.

(2) The offeror may define the successful bid threshold in his/her bid.

(3) If the takeover bid defines the successful bid threshold, all contracts concluded within the

framework of the acceptance of this bid, shall be subject to a suspensive condition to be

implemented in case the successful bid threshold is achieved, and subject to a resolutory

condition to be implemented in case this threshold is not achieved.

(4) If the successful bid threshold is reached, the offeror shall announce this on the following

business day.

Article 22

(Exceptions from the obligation to make a takeover bid)

(1) A person shall not be obliged to make a takeover bid if she/he had achieved the takeover

threshold by acquisition of securities:

1. on the basis of a gratuitous transaction concluded between spouses, common-law partners,

persons living in a registered civil relationship or between persons related by blood in direct

line at any degree of kindred or collaterally up to three degrees of kindred, or on the basis of

division of property upon a divorce or legal separation, upon cessation of a common-law

marriage, or a registered civil relationship;

2. on the basis of inheritance;

3. following a merger or division of a public limited company through an exchange for

securities of the legal person that had been wound up as a result of the merger or division, if

the goal of such merger or division had not been the takeover of the offeree company;

4. following a transfer of securities after the bid had been made from the offeror to persons

who had or are deemed to have acted in concert with such person, or to companies affiliated

with such person;

5. through the acquisition of the majority share in the offeror company, if the goal of such

acquisition had not been the takeover of the offeree company;

6. through the acquisition of securities provided as capital contribution in the establishment or

the increase of share capital of such person, and which has the status of a holding corporation;

or

7. on the basis of an enforceable decision adopted in criminal or offence proceedings.

(2) Moreover, a person shall not be obliged to make a takeover bid if such person had

achieved the takeover threshold:

1. following a decrease of share capital of the company through withdrawal of shares, made

pursuant a general meeting decision, the adoption of which the person did not participate; or

2. if the share of voting rights of other shareholder or shareholders who together constitute an

affiliated group under the act governing companies in the offeree company is higher than the

share of such person.

(3) A person who, as creditor in the process of financial restructuring, has achieved a takeover

threshold or the additional takeover threshold through the acquisition of the securities of the

offeree company that is subject to insolvency proceedings in compliance with the act

governing financial operations, insolvency proceedings and compulsory dissolution, shall not

be obliged to make a takeover bid. The obligation to make a takeover bid shall arise for such

persons at the moment of the first subsequent acquisition of the offeree company's securities

outside the insolvency proceedings.

(4) The Agency may lay down detailed criteria for the acquisition of securities referred to in

points 3, 5 and 6 of paragraph (1) of this Article.

(5) The obligation to make a takeover bid in compliance with this Act shall arise for a person

who, in compliance with paragraphs (1) and (2) of this Article, is exempt from the obligation

to make such a bid, at the moment of the first subsequent acquisition of securities, unless such

person no longer achieves the takeover threshold.

(6) A person exempt from the obligation to make a takeover bid under paragraphs (1), (2) or

(3) of this Article shall notify the Agency thereof within three business days of the occurrence

of circumstances referred to in paragraphs (1), (2) and (3) of this Article, except in the case

referred to in point 7 of paragraph (1) of this Article, when such person shall notify the

Agency immediately upon being notified of the acquisition of securities.

Article 22a

(Acquisition of securities on the basis of security realisation)

(1) A bank or a Member State bank under the act governing banks (hereinafter referred to as

“the bank”) shall not be obliged to make a takeover bid if it had achieved the takeover or the

additional takeover threshold by the acquisition of the offeree company's securities following

a realisation of a security, the subject of which was the offeree company's securities.

(2) A bank shall not be allowed to exercise voting rights carried by transferee company's

securities acquired by the bank in the manner referred to in paragraph (1) of this Article.

(2) The obligation to make a takeover bid shall arise for the bank exempt from the obligation

to make a takeover bid in compliance with paragraph (1) of this Article within two years from

the acquisition of securities in the manner referred to in paragraph (1) of this Article.

(4) A bank shall notify the Agency of the acquisition of securities in the manner referred to in

paragraph (1) of this Article within three business days of the day of acquisition.

Article 23

(Authorised member)

On behalf and for the account of the offeror, a takeover bid and other legal acts in connection

with such bid shall be made by a brokerage company having the status of registration member

(hereinafter referred to as "the authorised member").

III. TAKEOVER BID PROCEDURE

Article 24

(Intention to take over)

(1) Prior to the making of a takeover bid, the offeror shall notify the Agency, the offeree

company's management, and the authority responsible for the protection of competition of

his/her intention (hereinafter: 'the intention to take over'), and announce it on the same day.

(2) The management of the offeree company and the offeror shall notify the employee

representatives, or, in their absence, the employees themselves of the intention to takeover.

(3) The offeror who had achieved the takeover threshold shall fulfil the obligations referred to

in paragraph (1) of this Article within three business days of the day in which he/she had

achieved such threshold.

Article 25

(Notification of arrangements)

The management of the offeree company shall notify the Agency of any arrangements or

negotiations with the offeror or of the absence of such arrangements or negotiations within

two business days of the announcement of the intention to takeover.

Article 26

(Statement of intention to takeover)

(1) If the circumstances on the capital market indicate that the offeror intends to carry out a

takeover, and in particular:

1. if there exists an agreement on takeover between two persons;

2. if the price of a security has considerably increased on the regulated market and this would

lead to a conclusion that a takeover bid is about to be launched; or

3. If the competent body of the offeror has set a final price in a takeover bid which has not yet

been announced

the Agency may request that such offeror make a clear statement whether he/she intends to

make a takeover bid, within 24 hours of the receipt of the request by the Agency.

(2) In the case referred to in the preceding paragraph, the Agency may request the

management of the offeree company to clearly state whether it has knowledge of the takeover

bid, within 24 hours of the receipt of the request by the Agency.

(3) The offeror and the offeree company's management shall, within the time limit referred to

in paragraphs (1) and (2) of this Article, submit the statement of intention to takeover to the

Agency and announce it.

Article 27

(Withdrawing the intention to takeover)

(1) If the offeror withdraws the intention to takeover after having announced such intention,

he/she shall not be allowed to make a new takeover bid within one year of such withdrawal,

unless such withdrawal had been approved by the Agency.

(2) The Agency shall issue the approval for withdrawing the intention to takeover on grounds

referred to in Article 52 of this Act.

Article 28

(Prospectus)

(1) The offeror shall announce the takeover bid simultaneously with the offer document

(hereinafter referred to as "the prospectus”) within 30 days at the latest after the

announcement of the intention to takeover.

(2) The prospectus shall contain all the information needed by holders of securities which will

allow them to make an informed decision concerning the acceptance of the takeover bid, in

particular:

1. personal name and address or the corporate name and head office of the offeror;

2. details on the existing share and type of securities and share of voting rights of the offeror

in the offeree company on the date of the announcement of the takeover bid;

3. essential elements of the takeover bid referred to in paragraphs (1), (2) and (3) of Article 19

of this Act;

4. details on time limits and the manner of fulfilment of the offeror's obligations that shall

arise by the acceptance of the bid;

5. circumstances allowing the offeror to withdraw the takeover bid;

6. dates defining the beginning and the end of the time allowed for acceptance of a takeover

bid;

7. for a takeover bid made under the resolutory conditions referred to in Article 20 of this Act:

the contents of such resolutory condition;

8. for a takeover bid containing a successful bid threshed: the lowest percentage of all

securities of the offeree company, including the already owned securities, that the offeror

shall be required to acquire on the basis of the takeover bid in order that such bid be binding

on the offeror;

9. information on the manner of depositing cash payments or bank guarantees and description

of how accepting parties shall be paid;

10. if the implementation of the bid is likely to affect future business, the offeror's plans for

the offeree company and the offeror's company concerning maintenance of jobs of employees

and management, including any modifications of recruitment requirements, and the offeror's

strategic plan for both companies, including the analysis of any impact on recruitment and

location of the registered office;

11. the national law that will govern the contracts concluded;

12. the competent court; and

13. if the offeree company is a company referred to in paragraph (2) of Article 4 of this Act,

the offeror shall include in the prospectus the following:

- a written report by the auditors on the appropriateness of the price in the takeover bid,

prepared by one or more auditors appointed by the court at the proposal of the offeror. The

provisions of Article 583 of the Companies Act (Uradni list RS (Official Gazette of the

Republic of Slovenia) no. 42/06, 60/06 – corrigendum, 26/07 – ZSDU-B, 33/07 – ZSReg-B,

67/07 – ZTFI and 10/08; hereinafter referred to as the "ZGD-1") shall apply, mutatis

mutandis, to the revision of the appropriateness of the price in the takeover bid. In their

reports, auditors shall not be obliged to disclose information for reasons referred to in the first

and third indents of paragraph (2) of Article 305 of ZGD-1; and

- a written report in which the offeror explains the appropriateness of the price in the takeover

bid and, if necessary, reasons for the price in case the price had not been found appropriate in

the auditors' written report.

(3) If substitute securities are being offered, the prospectus shall also contain:

1. information on the issuer of such substitute securities;

2. the latest market price of substitute securities prior to the announcement of the takeover

bid, and their accounting value;

3. a) list of explicit rights the holder has on the basis of such substitute securities;

4. other information to be included in a prospectus for admission of securities to trading on a

regulated market;

5. a) description of the procedure of transfer of substitute securities; and

6. for new substitute securities, a description of the procedure of issuing such new substitute

securities.

(4) The Agency may prescribe a more detailed content of a prospectus.

Article 29

(Liability for accuracy of the information in the prospect)

(1) If the information provided in the prospectus is untrue, those persons who had prepared it

or participated in its preparation shall be jointly and severally liable to the holders of

securities for any damage, if they had been aware or should have been aware that information

was untrue.

(2) The persons referred to in the preceding paragraph shall also be liable for damage if the

prospectus lacks essential data that could have had an influence on the securities holder's

decision concerning the acceptance of the bid.

(3) The Agency shall not be liable for the accuracy and completeness of information

contained in the prospectus.

Article 30

(Amendment of the takeover bid)

(1) After a takeover bid is announced, the offeror may amend it only by:

1. offering a higher price or a more favourable conversion ratio; or

2. determining a lower successful takeover bid threshold, if such threshold had been included

in the bid.

(2) The offeror may amend the takeover bid 14 days at the latest prior to the expiry of the time

allowed for the acceptance of the bid.

(3) Before the expiry of the time limit referred to in the preceding paragraph, the offeror shall,

in order that the amendment become effective, do the following:

1. announce the amended takeover bid;

2. notify the Agency and KDD of the takeover bid amendment prior to its announcement;

3. if the amendment concerns offering a higher price: deposit the additional sum representing

the difference between the amended and the previous price in the manner provided for in

Article 36 of this Act; and

4. if the amendment concerns offering substitute securities by offering a more favourable

exchange ratio: deposit the appropriate additional quantity of such securities in the manner

provided for in Article 36 of this Act.

(4) If the offeror amends the takeover bid, it shall be presumed that the accepting parties, who

had accepted the bid prior to the announcement of such amendment, had accepted the

amended takeover bid.

Article 31

(Time allowed for acceptance of a takeover bid)

(1) The time allowed for acceptance of a takeover bid and any competitive bids shall be 60

days from the day of publication of the first takeover bid (hereinafter referred to as “final

deadline”).

(2) The time allowed for acceptance of a takeover bid may not be less than 28 days nor more

than 60 days from the date of publication of the bid, and not more than the final deadline.

(3) The time for acceptance of a takeover bid shall be extended in the following cases and for

the following number of days, but not beyond the final deadline:

1. in the case referred to in paragraph (4) of Article 21 of this Act: for 14 days, unless the

publication has been made more than 14 days prior to the expiry of the first time limit;

2. if the offeror amends the takeover bid in compliance with the preceding Article: for seven

days; or

3. if a competitive bid had been made: the time allowed for the acceptance of the competitive

bid, if that date is later than the final deadline.

Article 32

(Authorisation for takeover bid)

(1) Prior to the announcement of a takeover bid, the offeror shall obtain authorisation from the

Agency (hereinafter referred to as "the authorisation for takeover bid").

(2) The Agency shall issue the authorisation for takeover bid provided that the following

conditions have been met:

1. the prospectus has been drawn up in compliance with Article 28 of this Act;

2. the takeover bid has been made in compliance with the provisions of this Act;

3. the offeror has deposited cash or a bank guarantee in compliance with Article 36 of this

Act;

4. if the offeror has offered issued substitute securities: the securities had been deposited in

the manner provided for in Article 37 of this Article;

5. the substitute securities have met the requirements provided for by this Act and the

regulations adopted on its basis;

6. the offeror has concluded the contract referred to in paragraph (2) of Article 35 of this Act

and paid the advance payment under this contract; and

7. the offeror has provided evidence to the Agency that (for the payment of the securities that

are the subject of the takeover bid) he did not, in any way, directly or indirectly, give or

pledge as collateral, or insurance securities, or other form of property of the offeree company

that are not the property of the offeror.

(3) The Agency shall determine which documents the offeror shall be required to attach to the

application for authorisation to make a takeover bid.

Article 33

(Availability of prospectus)

(1) The offeror shall send the prospectus as soon as it is published to:

1. the management of the offeree company;

2. the authority responsible for the protection of competition;

3. the securities market regulator;

4. KDD; and

5. all brokerage companies.

(2) Brokerage companies shall deliver, immediately and free of charge, the prospectus to all

securities holders for which they administer accounts, at their request.

(3) The management of the offeree company shall deliver, immediately and free of charge, the

prospectus to the representatives of the company's employees or, where there are no such

representatives, to the employees themselves.

Article 34

(Opinion of the offeree company's management)

(1) The management of the offeree company shall publish its opinion of the bid (hereinafter

referred to as “the opinion of the bid”) and the reasons for such opinion within ten days of the

day the takeover bid being announced.

(2) The opinion of the bid shall include the following:

1. assessment of effect the potential acceptance of the bid on the implementation of all offeree

company's interests, in particular to performing its business, and the assessment of the effects

of the offeror's strategic plans on the offeree company, and its potential effects on

employment, and the locations of the company's place of business, as indicated in the

prospectus;

2. disclosure of any agreement between the offeror and the offeree company's management

concerning the takeover bid or a statement on the absence of any such agreement;

3. disclosure of any agreement between the offeror and the offeree company's management

concerning the realisation of voting rights carried by securities already owned by the offeror,

or a statement on the absence of any such agreement;

4. a) statement by offeree company's members who are holders of securities concerned by the

takeover bid on whether they intend to accept the bid; and

5. substantiated information on the last audited report of the offeree company, indicating the

accounting value of voting shares concerned by the takeover bid.

(3) The management of the offeree company shall communicate its opinion on the takeover

bid simultaneously with its announcement to the representatives of its employees or, where

there are no such representatives, to the employees themselves.

(4) When the management of the offeree company receives a separate opinion from the

representatives of its employees on the effects of the bid on employment (hereinafter referred

to as "the employees' opinion) before the date of publication, that opinion shall be appended

to the opinion of the takeover bid. In other cases, such opinion shall be announced

immediately upon receipt.

(5) If the information provided in the opinion of the takeover bid or in the employees' opinion

is untrue, those persons who had published it or participated in its publication shall be jointly

and severally liable to the holders of securities for any damage if they had been aware or

should have been aware that information was untrue or misleading.

Article 35

(Custodial services provided by KDD in relation to takeovers)

(1) In relation to takeovers, KDD shall perform the following custodial services:

1. concerning cash, alternative or combined bids:

- reception of cash deposit or bank guarantee;

- if the takeover bid has been successful: payment of cash considerations to accepting parties

on behalf on and for the account of the offeror; or

if the takeover bid has not been successful: restitution of cash deposit or bank guarantee to

the offeror;

2. concerning substitute, alternative or combined bids:

- if the subject of a takeover bid are issued substitute securities: acceptance for deposit of such

securities;

- if the takeover bid has been successful: transfer of securities to accepting parties on behalf

on and for the account of the offeror; or

- if the takeover bid has not been successful: restitution of deposited substitute securities to

the offeror.

(2) Prior to the announcement of a takeover bid, the offeror shall conclude a contract with

KDD on services relating to such takeover bid and make an advance payment for these

services.

(3) KDD shall define procedures concerning custodial services to be provided concerning

takeovers in its rules of procedure adopted in compliance with the act governing book-entry

securities.

(Ceased to apply)

Article 36

(Cash deposit)

(1) Prior to the announcement of a takeover bid, the offeror shall deposit with KDD, on a

special cash account, the sum required for paying of all securities concerned by the takeover

bid.

(2) In the case of a combined bid: prior to the announcement of such bid the offeror shall, in

the manner referred to in the preceding paragraph, deposit the sum required for paying of that

part of the price which is to be to settled in cash.

(3) In the case of an alternative bid: prior to the announcement of such bid the offeror shall, in

the manner referred to in the preceding paragraph, deposit the sum necessary for paying for

all securities if all their holder had requested to be paid in cash.

(4) The offeror may, instead of depositing the sum referred to in the preceding paragraphs,

deposit with KDD a guarantee by a bank established in a Member State, whereby the bank

unconditionally undertakes to pay, on the first demand of KDD and without objections, the

sum necessary to cover the obligation of payment to accepting parties, with a validity period

of at least 30 days after the period for payment has expired.

Article 37

(Restriction on disposal of securities)

If the offeror offers substitute securities, such securities shall be deposited with KDD before

the takeover bid is announced and shall not be available to the offeror until all obligations to

accepting parties have been discharged, or until the Agency issues a decision whereby it

establishes that the bid has not been successful.

Article 38

(Prohibition of acquisition of securities)

From the date of the announcement of the takeover bid to the expiry of the time allowed for

the acceptance of the bid, the offeror shall be prohibited from buying securities that are the

subject of the bid outside the framework of the bidding procedure defined by this Act. Any

legal transaction concluded in contravention of this provision shall be null and void.

Article 39

(Disclosure of information on transactions)

The offeror as natural person or members of the offeror's management or supervisory bodies

and members of management or supervisory bodies of the offeree company shall send to the

Agency before the expiry of the time allowed for the acceptance of the bid:

1. information of all transactions with securities that had been carried out within 12 months

before the beginning of the time allowed for the acceptance of the bid by themselves, their

immediate family members and by legal persons holding a majority capital share or the

majority of voting rights; or

2. a statement that neither they nor the persons referred to in the preceding point had carried

out any such transactions.

Article 40

(Statement of acceptance of the takeover bid)

(1) The accepting party shall accept a takeover bid by making a written statement of

acceptance (hereinafter referred to as "the statement of acceptance of the bid") to the

registration member that manages the accepting party's book entry securities account to which

all securities that are the object of the statement of acceptance of the bid are credited.

(2) The statement of acceptance of the bid shall include the following:

1. the accepting party's statement of acceptance of the takeover bid and the type, class and

amount of securities that are the subject of such statement;

2. the accepting party's statement conferring powers on the registration member from the

preceding paragraph to send the statement of acceptance of the bid to the authorised member

on behalf of and for the account of the accepting party;

3. the accepting party's statement conferring powers on the authorised member to enter his

order for the transfer of securities that the subject of the statement of acceptance of the bid in

the central register by debiting the accepting party's account referred to in the preceding

paragraph, and by crediting the accepting party's takeover account (hereinafter referred to as

"the accepting party's order");

4. in case of a cash bid: the number of the accepting party's cash account to which the

payment of the price or the price difference should be credited; and

5. the accepting party's tax identification number.

(3) The registration member shall send the statement of acceptance of the bid to the authorised

member no later than on the next business day following the receipt thereof.

(4) The authorised member shall enter the accepting party's order in the central register no

later than on the business day following the receipt of the accepting party's statement of

acceptance of the bid.

Article 41

(Effects of the statement of acceptance of the takeover bid)

(1) The accepting party's statement of acceptance of the takeover bid shall become effective

as from the moment the accepting party's order is entered in the central register.

(2) If, pursuant to the act governing book entry securities and KDD's own rules of operation,

KDD refuses to register the accepting party's order, it shall be considered that the statement of

acceptance of the takeover bid has not been made.

(3) The coming into effect of the statement of acceptance of the takeover bid shall have the

following legal consequences:

1. the accepting party as a seller and the offeror as a buyer shall enter into a contract for sale

of securities that are the subject of the above statement, at the price and under the conditions

set out in the takeover bid;

2. the accepting party may no longer hold the securities that are the subject of the above

statement.

(4) The statement of acceptance of the takeover bid referred to in paragraph (1) of this Article

shall also be deemed to include a power of attorney conferred on KDD to do the following:

1. if the takeover bid has been successful: to transfer the securities that are the subject of the

statement by debiting the accepting party's account established for the purpose of takeover,

and crediting them to the offeror's account; or

2. if the takeover bid has not been successful: to transfer the securities that are the subject of

the statement by debiting the accepting party's account established for the purpose of takeover

and crediting them to the accepting party's account referred to in paragraph (1) of the

preceding Article.

IV. COMPETITIVE TAKEOVER BID

Article 42

(Application of the provisions on takeover bids)

The provisions of other Chapters of this Act dealing with takeovers shall apply, mutatis

mutandis, to a competitive bid, unless otherwise provided in this Chapter.

Article 43

(Special competitive bid requirements)

(1) A competitive bid shall be published no later than ten days prior to the expiry of the time

limit allowed for acceptance of the first bid and no later than 28 days prior to the final date,

failing which it shall have no legal effect.

(2) A competitive bid shall not be submitted by any person who:

1. acts in concert with the offeror who made the first takeover bid; or

2. is the authorised member that made the first takeover bid on behalf and for the account of

the offeror.

(3) The authorised member in a competitive bid may not be the authorised member that made

the first takeover bid on behalf and for the account of the offeror.'

Article 44

(Successful competitive bid threshold)

(1) The offeror may define the successful bid threshold in its competitive bid only if the latter

has been defined in the first bid and has not yet been reached before the date of the

publication of the competitive bid.

(2) The successful bid threshold defined by the offeror's competitive bid in compliance with

the provisions of the preceding paragraph shall not exceed the successful bid threshold

defined by the first takeover bid.

Article 45

(The right to denounce the first contract)

The accepting parties who accept the first bid before the publication of the competitive bid

shall have the right to denounce the contract concluded by acceptance of the first bid and to

accept the competitive bid.

Article 46

(Refusal of authorisation)

The Agency may refuse to grant an authorisation to launch a competitive bid when it is

obviously speculative and when it is manifest that its sole purpose is to change the price of

securities that are the subject of the first takeover bid.

V. RESTRICTIONS ON ACTIONS OF THE OFFEREE COMPANY'S MANAGEMENT

Article 47

(Restrictions on actions of the offeree company)

(1) From the date of receipt of the notice of the intended takeover or, if no such notice is

received by the management prior to the publication of the takeover intention, until the date of

publication of the decision to announce the takeover bid results, the company's management

or supervisory bodies shall be allowed to perform the following activities only subject to a

resolution of the general meeting of shareholders:

1. (increase the company's share capital;

2. enter into transactions outside the ordinary operations of the company;

3. take up actions or enter into transactions that could seriously jeopardise the company's

future operations;

4. acquire own shares or securities giving them entitlement to such own shares or securities;

and;;carry out actions that might impede the bid.

(2) The decisions of the offeree company's management or supervisory bodies that have been

made before the date of publication of the takeover intention notice but not yet fully

implemented shall require the agreement of the offeree company's general meeting of

shareholders before they are implemented or completed, unless they are a part of the offeree

company's ordinary operations and their implementation might impede the bid.

(3) Any legal act that is contrary to the provisions of the preceding paragraphs shall be void.

(4) Notwithstanding the time limits for convening the general meeting laid down by the act

regulating commercial companies, the general meeting in which the shareholders decide on

matters from paragraphs (1) or (2) of this Article shall be convened at least 14 days in

advance. The validity of a resolution of the general meeting by which the shareholders decide

on matters referred to in paragraphs (1) and (2) of this Article shall require the majority of at

least three quarters of the share capital represented at the general meeting.

(5) The Agency may provide a more detailed definition of actions referred to in point 5 of the

first paragraph of this Article.

Article 48

(Derogation from applying defence mechanisms)

(1) The offeree company's general meeting may adopt a resolution amending its articles of

association, binding the offeree company to observe the rules of derogation from applying the

defence mechanisms referred to in Article 49 of this Act (hereinafter referred to as "resolution

implementing the derogation from applying defence mechanisms").

(2) The resolution implementing the derogation from applying defence mechanisms shall only

be valid subject to the consent of holders of securities entitled to appoint or to discharge

members of the management or supervisory bodies, provided that such right is defined by the

offeree company's articles of association.

(3) The offeree company's general meeting may repeal the resolution implementing the

derogation from applying defence mechanisms at any time.

(4) The resolution referred to in the preceding paragraph shall be valid under the same

conditions as required for its adoption, except the approval of holders of securities that are

entitled to appoint and to discharge members of management or supervisory bodies.

(5) If the resolution implementing the derogation from applying defence mechanisms is

adopted before the offeree company's securities are admitted to trading on a regulated market,

it shall contain a provision that it shall become effective when the company's securities are

admitted to trading on a regulated market. Notwithstanding other regulations governing the

nullity of general meeting's resolutions, any general meeting's resolution not containing the

above provision shall be void.

(6) The offeree company shall publish forthwith the resolution implementing the derogation

from applying defence mechanisms and the resolution repealing such derogation, and shall

notify thereof the Agency and the supervisory authorities of the Member States in which the

offeree company's securities are admitted to trading on a regulated market or with which a

request for the admission of such securities on a regulated market has been made.

Article 49

(Content of the derogation from applying defence mechanisms)

(1) The rules on derogation from applying defence mechanisms defined in this Article shall

apply to the offeree company only if they are included in its articles of association in

accordance with the preceding Article.

(2) The transfer of the offeree company's securities to the offeror or to the person to whom the

securities are transferred by order of the offeror following a successful bid shall not be subject

to the restrictions on the transfer of the offeree company's securities defined by:

1. the offeror company's articles of association;

2. the contract between the offeree company and the holders of its securities; and

3. the contract between the holders of these securities.

(3) Restrictions of voting rights defined by:

1. the offeror company's articles of association;

2. the contract between the offeree company and the holders of its securities; and

3. the contract between the holders of these securities shall not apply at the general meeting

referred to in Article 47 of this Act.

(4) If the offeror achieves or exceeds the final takeover threshold by making a successful

takeover bid, he may, notwithstanding the time limits provided for convening the general

meeting by the act governing commercial companies, convene the general meeting and

disclose the subject matter to be decided by the general meeting not later than 14 days in

advance of the meeting, provided that at least one of the items to be decided by the general

meeting refers to the following:

1. amendment of the offeree company's articles of association; or

2. discharge or appointment of members of management and supervisory bodies.

(5) The decision making by the general meeting on the subjects referred to in the preceding

paragraph shall not be governed by the following:

1. restrictions on the voting rights referred to in paragraph (3) of this Article; and

2. the rights of shareholders to appoint or discharge members of management and supervisory

bodies, as defined by the offeree company's articles of association.

(6) The restrictions on the transfer of securities referred to in paragraph (2) of this Article

shall not apply to the transfer of the offeree company's securities to the offeror or to a person

to whom the securities are transferred by order of the offeror, which was carried out from the

date of convening the general meeting referred to in paragraph (3) of this Article until its

closure.

(7) The holders of the offeree company's securities whose rights are violated by the provisions

of the preceding paragraphs may request a court to order the offeror to pay a cash

consideration for the loss of these rights in the amount determined by the court.

Article 50

(Implementation of reciprocity)

(1) The offeree company's general meeting may adopt a resolution (hereinafter referred to as

"the resolution implementing reciprocity") precluding the application of the following rules:

1. the rules restricting the offeree company's actions referred to in Article 47 of this Act; or

2. the rules derogating from applying defence mechanisms from the preceding Article if these

rules apply to the offeree company in compliance with Article 48 of this Act.

(2) The validity of the resolution implementing reciprocity shall require a majority of at least

three quarters of the share capital represented at the general meeting.

(3) The offeree company's general meeting may repeal the resolution implementing

reciprocity at any time.

(4) The validity of the resolution referred to in the preceding paragraph shall require the

majority of at least three quarters of the share capital represented at the general meeting. If

this resolution repeals the resolution implementing reciprocity regarding the use of the rules

derogating from applying defensive mechanisms referred to in the preceding Article, its

validity shall also be subject to the consent of holders of the offeree company's securities that

are entitled to appoint and discharge members of management or supervisory bodies under the

articles of association, provided that this right is defined by the offeree company's articles of

association.

(5) The offeree company shall publish forthwith the resolution implementing reciprocity and

the resolution repealing it and shall notify thereof the Agency and the supervisory authorities

of the Member States in which the offeree company's securities are admitted to trading on a

regulated market or with which a request for the admission of such securities on a regulated

market has been made.

(6) The rules restricting the offeree company's actions referred to in Article 47 of this Act and

the rules derogating from applying defence mechanisms referred to in the preceding Article

shall not apply to the relationship between the offeree company and individual offerors,

provided that the following conditions have been met:

1. the rules that basically correspond to the provisions of Articles 47 or 49 of this Act shall not

apply to this offeror and to the company that is a parent company of this offeror; and

2. the offeree company's general meeting has adopted a resolution implementing such

reciprocity at least 18 months prior to the announcement of the takeover bid by this offeror.

Article 51

(Register of resolutions)

(1) The Agency shall keep a register of resolutions adopted by the general meeting

implementing the derogation from applying defence mechanisms referred to in Article 48 of

this Act and resolutions implementing reciprocity referred to in the preceding Article

(hereinafter referred to as "the register of resolutions") while at the same time ensuring proper

protection of personal data.

(2) The register of resolutions shall contain at a minimum the data about the name and

registered office of the company, the date of adoption of the resolution and the complete

wording of the general meeting's resolutions.

(3) The register of resolutions may be accessed by the companies whose name appears in the

register of resolutions, issuers of securities, and brokerage companies, at the Agency's web

site and at the Agency's registered office.

(4) More detailed contents of the register of resolutions, the procedure of entering and

deleting the data into and from the register, and the method of accessing register information

shall be defined by the Agency.

VI. TAKEOVER BID WITHDRAWAL OR RESULT

Article 52

(Withdrawal of takeover bid)

(1) If the prospectus provides for such a possibility, the offeror may withdraw his bid and

denounce the contracts concluded by accepting such a bid following the announcement of the

takeover bid and before the expiry of the time limit allowed for its acceptance if another

offeror makes a competitive bid or if circumstances arise that would make the offeror's

obligations so difficult to comply with that the purchase of securities would no longer meet

the offeror's expectations and if maintaining the validity of the contracts would be generally

deemed unfair.

(2) The withdrawal of a takeover bid shall be publicly announced by the offeror and shall take

effect on the day of its publication.

(3) The offeror shall notify the Agency and KDD of the withdrawal of the takeover bid on the

day of its announcement.

(4) All contracts concluded by accepting the withdrawn bid shall be considered terminated as

of the date of the announcement of the withdrawal of the takeover bid.

Article 53

(Takeover bid result)

(1) A takeover bid shall not be successful (hereinafter referred to as "unsuccessful takeover

bid") in the following cases:

1. if the offeror withdraws his bid in accordance with the preceding Article;

2. if the Agency invalidates the bidding procedure in accordance with the act governing the

securities market;

3. if the resolutory condition referred to in Article 20 of this Act becomes effective;

4. if the offeror's bid defines a successful bid threshold and such threshold has not been

achieved; or

5. if the offeror fails to fulfil his obligation to deposit the difference in cash within the time

limit specified in paragraph (2) of Article 55 of this Act.

(2) A takeover bid shall be successful (hereinafter referred to as "the successful takeover bid")

when none of the situations provided for in the preceding paragraph arise.

Article 54

(Announcement of takeover bid results)

(1) The offeror shall publish a notice of takeover bid results within three days of the expiry of

the time limit for accepting the takeover bid. The notice shall include the following:

1. for each class or type of securities that are the subject of this bid:

– the total number of accepting parties;

– the total amount of securities for which the accepting parties have accepted this bid; and

– the share of the securities from the preceding indent in the total issue of securities;

2. a statement confirming that the bid is successful; and

3. the reasons for bids being unsuccessful.

(2) If new shares are the subject of the takeover bid, and if the competent court has not ruled

on the request to legally register the increase of share capital that is required for the issue of

these shares by the expiry of the time limit for accepting the takeover bid, the offeror's notice

of bid results shall include this information in lieu of the statement confirming the successful

outcome of the bid.

(3) Within the time limit referred to in paragraph (1) of this Article, the offeror shall send to

the Agency and to the authority responsible for the protection of competition the following:

1. the contents of the notice of takeover bid results;

2. if new substitute securities, except the securities from the preceding paragraph, are the

subject of the takeover bid: KDD's confirmation that the issuer of these securities has met his

obligations specified paragraph (1) of Article 58 of this Act; and

3. in the case referred to in paragraph (1) of Article 20 of this Act: a decision by the

competent authority to grant an authorisation or consent or a statement that such decision has

not been adopted before the expiry of the time limit for accepting the takeover bid.

(4) In case referred to in paragraph (2) of this Article, the offeror shall announce this legal fact

within three business days of receipt of the decision to enter the relevant share capital increase

in the court register.

(5) Within the time limit referred to in the preceding paragraph, the offeror shall send to the

Agency and to the authority responsible for the protection of competition the following:

1. the contents of the notice referred to in the preceding paragraph; and

2. KDD's confirmation that the issuer of new securities has met his obligations referred to in

paragraph (1) of Article 58 of this Act.

The Agency may extend the time limit referred to in paragraph (1) of this Article at the

offeror's justified request.

Article 55

(Deposit of the difference in cash)

(1) In the case of the takeover bid referred to in paragraph (4) of Article 17 of this Act, KDD

shall calculate the total amount of cash necessary for the payment of the difference in cash to

all accepting parties entitled to such payment. KDD shall notify the offeror of such total cash

amount no later than three business days after the receipt of the notice of the takeover bid

results.

(2) The offeror shall deposit the cash amount from the preceding paragraph into KDD's

special account no later than three business days after the receipt of the notice from the

preceding paragraph.

(3) KDD shall notify the Agency of the deposit made pursuant to the preceding paragraph or

of the failure to make such deposit the on the next business day following the deposit date or

the expiry of the time limit for making such deposit.

Article 56

(Decision announcing the takeover bid results)

(1) The Agency shall issue a decision announcing that the takeover bid is either successful or

unsuccessful (hereinafter referred to as "the decision announcing the takeover bid results")

within three business days at the latest.

(2) The time limit specified in the preceding paragraph shall commence on the day when the

Agency receives the following notices:

1. in the case referred to in paragraph (2) of Article 54 of this Act: the notice referred to in

Paragraph (5) of Article 54 of this Act;

2. In the case of the takeover bid referred to in paragraph (4) of Article 17 of this Act: the

notice referred to in paragraph (3) of Article 55 of this Act; and

3. in other cases: the notice referred to in Paragraph (3) of Article 54 of this Act.

(3) The Agency shall serve the decision announcing the takeover bid results on the offeror,

the offeree company, KDD and the securities market regulator.

The offeree company shall publish the decision announcing the takeover bid results within

three business days of its receipt in the same way it previously published the takeover bid.

Article 57

(Fulfilment of the obligations arising from a successful takeover bid)

(1) When the takeover bid is successful, KDD shall meet its financial obligations or the

obligation to transfer the issued substitute securities to the accepting parties on behalf and for

the account of the offeror within eight days of receipt of the decision announcing the takeover

bid results in compliance with the contracts concluded following the acceptance of the

takeover bid.

(2) Notwithstanding the provision of the preceding paragraph, in the case referred to in Article

60 of this Act, KDD shall meet its financial obligations on behalf and for the account of the

offeror towards the accepting parties who have accepted a subsequent bid within eight days of

the expiry of the time limit for accepting the subsequent bid.

(Issue and transfer of new substitute securities)

(1) If the subject of a takeover bid is new substitute securities, the offeror shall give KDD,

within two business days, a complete order to issue these securities in the amount necessary to

meet all the offeror's liabilities towards the accepting parties.

(2) The time limit referred to in paragraph (1) of this Article shall commence:

1. if the subject of the takeover bid covers new shares and if, before the expiry of the time

limit for its acceptance, the competent court has not ruled on the request to legally register the

increase of the share capital required for the issue of these shares: from the date when the

offeror receives the decision on legal registration of such capital increase;

2. in other cases: from the expiry of the time limit for accepting the takeover bid.

(3) KDD shall enter an appropriate amount of new substitute securities in the central register

within eight days of receipt of the issue order referred to in the preceding paragraph and credit

them to the account of the accepting parties referred to in paragraph (1) of Article 40 of this

Act under the contracts concluded following their acceptance of the takeover bid.

Article 59

(Transfer of securities)

When KDD has fully met the liabilities referred to in Article 57 of this Act on behalf and for

the account of the offeror, KDD shall transfer the accepting parties' securities to the offeror's

securities account.

Article 60

(Subsequent takeover bid)

(1) If the offeror's alternative bid includes new substitute securities and the resolutory

condition referred to in paragraph (2) of Article 20 of this Act has been met, the offeror shall

offer all holders of securities eligible to receive substitute securities following the acceptance

of the takeover bid a cash payment of the price (hereinafter referred to as "the subsequent

bid") in the event that the resolutory condition has not been met.

(2) The offeror shall send his subsequent bid to all accepting parties referred to in the

preceding paragraph by registered mail within eight business days of the occurrence of the

resolutory condition referred to in paragraph (2) of Article 20 of this Act.

(3) The accepting parties referred to in paragraph (1) of this Article may accept the

subsequent takeover bid within eight business days of its receipt. The provisions of Articles

40 and 54 of this Act shall apply, mutatis mutandis, to the acceptance of the subsequent

takeover bid.

Article 61

(Legal consequences of unsuccessful takeover bid)

(1) The occurrence of the events specified in paragraph (1) of Article 53 of this Act shall have

the following consequences:

1. the contracts concluded following the acceptance of the takeover bid shall be deemed to be

terminated.

2. restrictions on the accepting party's disposal of securities and restrictions on the offeror's

disposal of issued and deposited substitute securities shall cease to apply.

(2) KDD shall perform the following tasks within eight days of receipt of the decision

announcing the unsuccessful outcome of the takeover bid:

1. credit the accepting parties' securities to their accounts referred to in paragraph (1) of

Article 40 of this Act;

2. return to the offeror the cash security deposit, the bank guarantee or the deposited substitute

securities.

(3) In the case of an unsuccessful takeover bid, the offeror shall not be allowed to make a new

bid or to buy securities that are the subject of this bid, which would, together with other

securities already in his possession, exceed the takeover threshold. This restriction shall apply

to a 12-month period following the date of the decision announcing the results of this takeover

bid.

VII. PROHIBITIONS AND SANCTIONS FOR VIOLATIONS

Article 62

(Refusal of the order to buy or sell securities)

A brokerage company shall refuse to execute an order to buy or sell securities if it is aware or

should be aware that the execution of such order could violate the provisions of this Act.

Article 63

(Suspension of unlawful offeror's voting rights)

(1) The offeror who reaches the takeover threshold or the additional takeover threshold on the

basis of the offeree company's all voting shares considered in determining the proportion of

the voting rights pursuant to Article 6 of this Act shall not exercise these rights until he has

done the following:

1. made a takeover bid in accordance with the provisions of this Act; or

2. disposed of the securities and call options for shares or future contracts that are not

included in the securities, so that the offeror no longer achieves the takeover threshold.

(2) If the offeror who has reached the takeover threshold or an the additional takeover

threshold makes an unsuccessful takeover bid, the legal consequences referred to in the

preceding paragraph shall arise at the moment of issuing the decision announcing the takeover

bid results.

Article 64

(Challenging action and declaratory, inhibitory and compensation claims)

(1) If the offeree company enables the offeror to exercise his voting rights contrary to the

provisions of the preceding Article, and this results in the adoption of a general meeting's

resolution that would not have been adopted if the votes cast by the offeror had not been taken

into account, the right to bring a challenging action to repeal the general meeting's resolution

and to eventually propose an action to secure the claims or a compulsory execution of claims

against the offeree company and the offeror shall be conferred not only on the persons who

may bring a challenging action under the act governing commercial companies but also on the

Agency. The Agency shall be exempt from the payment of court fees.

(2) The action referred to in the preceding paragraph shall be brought within the time limit

specified for bringing challenging actions by the act governing commercial companies.

(3) The Agency shall issue a decision, ex officio, or at the request of the persons who,

pursuant to the act governing commercial companies, may bring the action referred in

paragraph (1) of this Act, in order to:

1. ascertain whether or not the offeror has achieved the takeover threshold; or

2. prohibit the offeror from exercising his voting rights in the offeree company and prohibit

the offeree company from exercising these rights before legal facts arise that suspend the

sanction provided for in the preceding Article.

(4) The persons referred to in the preceding paragraph may file a request for judicial

protection against the Agency's decision with the Supreme Court of the Republic of Slovenia

within eight days. They shall equally be entitled to request judicial protection if the Agency

fails to decide on the request from the preceding paragraph within 60 days.

(5) In the case of the request for judicial protection referred to in the preceding paragraph, the

equitable price referred to in paragraph (2) of Article 17 of this Act shall be calculated by

taking into account a 12-month time limit commencing on the date when the takeover bid

should have been made on the basis of the Agency's valid decision.

(6) The operative part of the decision referred to in paragraph (3) of this Article shall be

published on the Agency's website.

(7) Any shareholder may file a claim for damages against the offeror who has reached the

takeover threshold if the offeror fails to make a takeover bid in accordance with this Act or

fails to make a successful takeover bid. The offeror's liability for damages shall be subject to

the general rules of the law of damages.

(8) The Court shall treat the claim referred to in paragraph (1) of this Act as a priority.

VIII. CONTROL OF THE TAKEOVER BID PROCEDURE

Article 65

(Notification of responsibility for control)

The company whose securities are admitted to trading on regulated markets in several

Member States for the first time shall, on the first day of trading, notify the supervisory

authorities which one of them is responsible for control, and shall publish the contents of this

notification forthwith in the manner laid down for the public announcement of significant

facts for each of these markets.

Article 66

(The Agency's responsibility for the control over the takeover bid procedure and applicable

law)

(1) The Agency shall be responsible for the control of the takeover procedure provided that

the following conditions are met:

1. The offeree company's securities are traded only on the regulated market in the Republic of

Slovenia.

2. The offeree company's securities are traded on regulated markets in several Member States,

and:

– such securities are admitted to trading on the regulated market in the Republic of Slovenia

for the first time; or

– the offeree company has designated the Agency as the responsible authority under the

notification referred to in the preceding Article.

3. the offeree company has the status of a non-publicly traded company referred to in

paragraph (2) of Article 4 of this Act.

(2) If the offeree company referred to in point 1 of the preceding paragraph has its registered

office in the Republic of Slovenia, in the cases referred to in point 3 of the preceding

paragraph, the law of the Republic of Slovenia shall fully apply.

(3) If the offeree company referred to in point 1 of the preceding paragraph has its registered

office outside the Republic of Slovenia, in the cases referred to in point 2 of the preceding

paragraph, the takeover bid procedure and the compensation for the offeree company's

securities shall be subject to the provisions of this Act.

(4) The law of the Member State in which the offeree company has its registered office shall

apply to the following:

1. the provision of information to the offeree company's staff;

2. assessment of exceptions from the obligation to make a takeover bid;

3. determining the proportion of voting rights; and

4. determining the conditions under which the offeree company's management may accept

any measure that might prevent the takeover bid.

(5) In matters referred to in the preceding paragraph, control shall be the responsibility of the

Member State of which the law is being applied.

(6) The Agency and the authority responsible for the protection of competition shall exchange

the information on individual cases of takeover bid suspension.

(7) The Agency and other authorities responsible for the control of regulated markets shall

mutually cooperate and also maintain relations with the supervisory authorities of other

Member States whose responsibility is to control regulated markets and to exchange

information if so required for the application of this Act or other regulations adopted in

accordance with Directive 2004/25/EC.

Article 67

(Provision of information to the Agency)

During the takeover bid procedure, brokerage companies and KDD shall provide the Agency,

at their request, with all information that is available and necessary for controlling the bid and

complying with notification requirements from Article 10 of this Act.

IX. SPECIAL TREATMENT OF MINORITY SHAREHOLDERS

Article 68

(Exclusion of minority shareholders)

(1) The exclusion of minority shareholders of the offeree company in which the offeror has

acquired at least 90 per cent of all voting shares by way of a successful takeover bid shall be

subject to the provisions of the act governing commercial companies concerning the exclusion

of the company's minority shareholders, unless otherwise provided in paragraph (2) of this

Article.

(2) If the offeree company's general meeting passes a resolution to transfer the shares held by

minority shareholders to the principal shareholder on the proposal of the offeror as the

principal shareholder within three months of the announcement of the outcome of the

takeover bid referred to in the preceding paragraph, the offeror shall, instead of the cash

amount provided for by the act governing commercial companies, offer the type of

compensation and the amount of compensation specified in the takeover bid.

Article 69

(Withdrawal of minority shareholders)

(1) The withdrawal of minority shareholders of the offeree company in which the offeror has

acquired at least 90 per cent of all voting shares by way of a successful takeover bid shall be

subject to the provisions of the act governing commercial companies concerning the

withdrawal of the company's minority shareholders unless otherwise provided in paragraph

(2) of this Article.

(2) If minority shareholders make a request to redeem their own shares within three months of

the announcement of the outcome of the takeover bid, they may request compensation in the

amount specified in the takeover bid in lieu of the compensation determined by the act

governing commercial companies.

X. MONITORING OF THE IMPLEMENTATION OF THE ACT

Article 70

(Monitoring)

(1) The implementation of this Act shall be monitored by the Agency.

(2) The Agency may request reports and information or carry out a review of the operations of

the persons suspected of having acted in concert, or having acted together with the offeror

required to make a takeover bid prior to making the bid, during the bidding procedure or after

issuing the decision announcing the bid results, such activity having resulted in acquisition,

encumbrance or disposal of securities that are or should be the object of the takeover bid.

(3) The monitoring provisions of the act governing the securities market shall apply, mutatis

mutandis, to the monitoring referred to in the preceding paragraph.

XI. CHAPTER 5

PENAL PROVISIONS

Article 71

(Offences)

(1) A fine of EUR 50 000 to EUR 150 000 shall be imposed for an offence on any legal

person, sole proprietor or self-employed individual (hereinafter referred to as “the company

owner”) if that person:

– has not issued book-entry securities as a company referred to in Article 4 of this Act (Article

4a);

– fails to notify the Agency of any transaction on the basis of which that person has acquired a

call option and claim for the delivery of securities under a futures contract (paragraph (3) of

Article 6) by no later than the fourth trading day following the conclusion of the transaction;

– fails to make a takeover bid in spite of being obliged to do so (paragraph (3) of Article 12

and 15, paragraphs (4), (12), (15), paragraphs (3) and (5) of Article 22a, Articles 75 and 76);

– if as a bank that person fails to notify the agency of the acquisition of securities within three

business days of acquisition (paragraph (4) of Article 22a);

– fails to publish an appropriate prospectus simultaneously with the takeover bid (Article 28);

– makes a takeover bid without obtaining authorisation from the Agency (paragraph (1) of

Article 32);

– fails to make the cash deposit required for the paying of all securities into a special account

with KDD, or fails to furnish a bank guarantee to KDD prior to the announcement of the

takeover bid (Article 36);

– fails to publish the decision received from the Agency in compliance with paragraph (4) of

Article 56 of this Act;

– fails to refuse an order to buy or sell securities if that person is aware or should be aware

that the execution of such order might breach the provisions of this Act (Article 62);

– fails to submit reports and information within the time limit specified by the Agency and

refuses to allow the review its of operations (paragraph (2) of Article 70).

(2) A fine of EUR 2 000 to 10 000 shall also be imposed for the offence from the preceding

paragraph on the responsible person of a legal person, the responsible person of a sole

proprietor or a self-employed person.

(3) A fine of EUR 1 000 to EUR 5 000 shall also be imposed on an individual for the offence

referred to in paragraph (1) of this Article.

(4) If the offence from the preceding paragraphs is particularly severe due to the damage

incurred or due to the amount of illegal proceeds acquired, or due to the offender's intent or

intention of obtaining unlawful gain, a fine of EUR 150 000 to EUR 375 000 shall be imposed

on the offender who is a legal person, sole proprietor or a self-employed person; a fine of

EUR 3 000 to 15 000 shall be imposed if the offender is an individual, and a fine of

EUR 6 000 to 30 000 shall be imposed on an offender who is the responsible person of a legal

person, the responsible person of a company owner or a self-employed person.

Article 72

(Other offences)

(1) A fine of EUR 4 000 to EUR 4 0000 shall be imposed for an offence on any legal person,

sole proprietor or self-employed individual in the following cases:

–if they fail to notify the Agency in advance of the intention, reasons and method of the

organised collecting of proxies (paragraph (8) of Article 8);

– if they fail to disclose the information in compliance with Article 9 of this Act;

– if the price or the conversion rate indicated in the offeror's takeover bid is inadequate

(Article 17 and paragraph (5) of Article 64);

- if the takeover bid does not contain all essential elements or if it contains conditions other

than resolutory and suspensive conditions laid down by this Act (Article 19);

– if the takeover bid does not include a mandatory resolutory condition (Article 20);

– if they fail to notify the agency of any circumstances on the basis of which they are exempt

from the obligation to make a takeover bid, within three business days or immediately upon

being notified of the acquisition of securities (paragraph (6) of Article 22);

– if they fail to notify the Agency, the offeree company's management and/or the authority

responsible for the protection of competition of the intended takeover bid and fail to announce

it on the same day (Article 24);

– if they fail to notify the Agency of the arrangements or negotiations with the offeror or of

the absence of such arrangements or negotiations within two business days of the

announcement of their takeover intention (Article 25);

– if, acting as the offeror or the offeror company's management, they fail to notify the Agency

of the contents of the statement of intention to take over, and fail to announce it (Article 26);

– if, on the amendment of the takeover bid, they act contrary to the provisions of paragraph

(1) of Article 30 of this Act;

– if they fail to announce their opinion on the takeover bid and the reasons for such opinion

within ten days of the publication of the prospectus (paragraph (1) Article 34);

– if they fail to transmit their opinion on the takeover bid simultaneously with its publication

to the employee representatives, or, in their absence, to the employees themselves (paragraph

(3) of Article 34);

– if, from the date of the announcement of their takeover intention to the expiry of the time

limit for accepting the takeover bid they, acting as offerors, buy securities that are the subject

of the takeover bid outside the framework of the bidding procedure defined by this Act

(Article 38);

– if before the expiry of the time for accepting the takeover bid they fail to notify the Agency

of any transactions in securities referred to in point 1 of paragraph (1) of Article 39 of this Act

or of the absence of any such transactions (Article 39);

– if they fail to notify the Agency and KDD of the withdrawal of the takeover bid (paragraph

(3) of Article 52);

– if they fail to transmit to the Agency and the authority responsible for the protection of

competition the contents of the notice announcing the takeover bid results (paragraph (3) of

Article 54);

– if they fail to designate the competent to supervisory authority in good time (Article 65).

(2) A fine of EUR 150 to EUR 1 500 shall also be imposed for the offence from the preceding

paragraph on the responsible person of a legal person, the responsible person of a sole

proprietor or a self-employed person.

(3) A fine of EUR 150 to EUR 500 shall also be imposed on an individual for the offence

referred to in paragraph (1) of this Article.

(4) If the offence from the preceding paragraphs is particularly severe due to the damage

incurred or due to the amount of illegal proceeds acquired, or due to the offender's intent or

intention of obtaining unlawful gain, a fine of EUR 12 000 to EUR 120 000 shall be imposed

on the offender who is a legal person, sole proprietor or a self-employed person; a fine of

EUR 450 to 1 500 shall be imposed if the offender is an individual, and a fine of EUR 450 to

4 500 shall be imposed on an offender who is the responsible person of a legal person, the

responsible person of a company owner or a self-employed person.

Article 73

(Imposition of the fine and imposition procedure)

The Agency may impose by fast-track procedure a fine for an infringement in any amount

within the range stipulated by this Act.

Article 73a

(Statute of limitations)

(1) The offence proceedings referred to in Article 71 and paragraph (4) of this Act shall not be

allowed if three years have elapsed from the date on which the offence was committed.

(2) The limitation of the offence proceedings shall suspend all acts by the authority

responsible for the proceedings aimed at prosecuting the perpetrator.

(3) After each suspension, the period of limitation will resume; however, the offence

proceedings referred to in paragraph (1) of this Article shall in no case be instituted after the

expiry of six years from the date on which the offence was committed.

The Takeover Act (ZPre-1 (Ur. l. RS, no. 79/06) contains the following transitional and final

provisions:.

XII. TRANSITIONAL AND FINAL PROVISIONS

Article 74

(Supervision competency agreement)

(1) If, on the date of entry into force of this Act, the offeror company's securities are traded

and are admitted simultaneously to trading on organised markets in more than one Member

State, the Agency shall, within four weeks, agree with the supervisory authorities of other

Member States on the competent supervisory authority. If the supervisory authority is the

Agency, it shall publish this decision forthwith in Uradni list Republike Slovenije (The

Official Gazette of the Republic of Slovenia).

(2) The provisions of paragraphs (3), (4) and (5) of Article 66 of this Act shall apply, mutatis

mutandis, to the companies referred to in the preceding paragraph.

Article 75

(Harmonisation regarding the offeree companies for which the takeover threshold has been

lowered)

(1) The Provisions of this Article shall apply to the person or persons acting in concert within

the meaning of Article 8 of this Act who achieve or exceed the takeover threshold referred to

in Article 7 of this Act on the date of entry into force of this Act, provided that one of the

following conditions has been met:

1. if this threshold has been achieved or exceeded in an offeree company for which the

Takeover Act (Ur. l. RS, nos. 47/97, 56/99 - ZTVP-1 and 28/06 - ZTVP-1B; hereinafter

referred to as the "Zpre") has not been applied; or

2. if this threshold has been achieved or exceeded in an offeree company for which ZPre has

been applied:

– without having achieved the threshold for making a mandatory takeover bid in accordance

with paragraph (1) of Article 4 of ZPre;

– following a successful takeover bid under ZPre; or

– in accordance with Article 80 of ZPre.

(2) The persons referred to in the preceding paragraph who achieve or exceed the final

takeover threshold in the offeree company on the date of the entry into force of this Act shall

not be required to make a takeover bid under this Act. Other persons referred to the preceding

paragraph shall make a takeover bid in compliance with this Act if, after the entry into force

of this Act, they intend to acquire securities or other rights that are taken into account in

determining the proportion of the voting rights in accordance with Article 6 of this Act, or if

this increases the proportion of their voting rights, unless they no longer achieve the takeover

threshold referred to in Article 7 of this Act.

Article 76

(Harmonisation of persons acting in concert)

The persons acting in concert within the meaning of Article 8 of this Act, except the persons

referred to in paragraph (1) of the preceding Article, who together achieve or exceed the

takeover threshold form Article 7 of this Act, but do not achieve or exceed the final takeover

threshold on the date of entry into force of this Act, shall harmonise their relations and the

proportions of the voting rights with the provisions of this Act within 12 months of the date of

entry into force of this Act; failing this, they shall be obliged to make a takeover bid in

compliance with this Act.

Article 77

(Notification of qualifying holding)

(1) A person who achieves or exceeds a five per cent share of the voting rights on the date of

entry into force of this Act shall notify the issuer of securities and the Agency thereof within

30 days of the entry into force of this Act. The provisions of paragraph (4) of Article 10 of

this Act shall apply, mutatis mutandis, to such notification.

(2) A fine of SIT 1 000 000 to SIT 10 000 000 shall be imposed for an offence made by any

legal person, sole proprietor or a self-employed person who fails to notify the issuer of

securities and the Agency of the qualifying holding from the preceding paragraph within 30

days of the entry into force of this Act.

(3) A fine of SIT 30 000 to SIT 300 000 shall also be imposed for the offence from the

preceding paragraph on the responsible person of a legal person, the responsible person of a

sole proprietor or a self-employed person.

(4) A fine of SIT 30 000 to SIT 100 000 shall also be imposed on an individual for the offence

referred to in paragraph (2) of this Article.

5) The fine shall also be determined by applying the provision of paragraph (4) of Article 72

of this Act.

Article 78

(Repealed regulations)

(1) On the date of entry into force of this Act, the Takeover Act (Ur. l. RS, nos. 47/97, 56/99 -

ZTVP-1 in 28/06 - ZTVP-1B) shall cease to have effect.

(2) As of the date of the entry into force of this Act, the following implementing regulations

shall cease to apply:

1. Decree on the Procedure and on the Conditions for Granting an Authorisation by the

Government of the Republic of Slovenia to a takeover (Ur. l. RS, no. 80/97;

2.

Decision on the Documents to Be Attached to the Application for a Permission to Make Bids

and the Detailed Contents of the Prospectus, Ur. l. RS, nos. 56/97, 19/00); and

3. Decision on the Form of Proxy to Vote at the General Meeting (Ur. l. RS, no. 67/97).

(3) The regulation referred to in point 2 of the preceding paragraph shall apply until the

adoption of the new rules under Article 32 of this Act.

Article 79

(Conclusion of the proceedings initiated prior to the entry into force of this Act)

The procedures for which the intention to make a bid was announced prior to the date of entry

into force of this Act shall be completed in compliance with the provisions of ZPre.

Article 80

(Entry into force)

This Act shall enter into force on the fifteenth day following its publication in Uradni list

Republike Slovenije.

The Act Amending the Takeover Act – ZPre-1A (Ur. l. RS, no. 1/08) includes the following

final provision:

Article 2

This Act shall enter into force on the day following its publication in Uradni list Republike

Slovenije.

The Act amending the Takeover Act - ZPre-1B, Ur. l. RS, no. 68/02) shall contain the

following transitional and final provision:

Transitional and Final Provision

Article 6

If, on the day of entry into force of this Act, a person or persons acting in concert achieve or

exceed the takeover threshold in the offeree company referred to in Article 4 of this Act

without having achieved or exceeded the final takeover threshold, this person or persons shall

make a takeover bid if, after the entry into force of this Act, they intend to acquire securities

that are taken into account in determining the proportion of the voting rights in accordance

with Article 6 of this Act, and if this results in an increase of their proportion of voting rights.

Article 7

This Act shall enter into force on the day following its publication in Uradni list Republike

Slovenije.

The Act amending the Takeover Act - ZPre-1C, Ur. l. RS, no. 10/12) shall contain the

following transitional and final provisions:

TRANSITIONAL AND FINAL PROVISIONS

Article 14

The offeree company whose voting shares are not issued in book-entry form shall issue its

voting shares in book-entry form in accordance with the act governing book-entry securities

within six months of the date of entry into force of this Act.

The obligation referred to in the preceding paragraph shall also be complied with, within six

months of the date of application of this Act, by the offeree company to which this Act shall

apply pursuant to Article 4a of this Act.

Article 15

As of the date of the entry into force of this Act, paragraph (2) of Article 32 of the Investment

Funds and Management Companies Act (Ur. l. RS no. 77/11) shall cease to apply.

Article 16

This Act shall enter into force on the fifteenth day following its publication in Uradni list

Republike Slovenije.

The Act amending the Takeover Act (ZPre-1D, Ur. l. RS, no. 38/12) shall contain the

following transitional and final provision:

TRANSITIONAL AND FINAL PROVISION

Article 4

(1) Notwithstanding the provision of paragraph (2) of Article 7 of this Act, the offeror who

acquires less than one third of the offeree company's voting rights by making a successful

takeover bid before the date of entry into force of this Act shall make another takeover bid on

acquiring a 10 per cent share of the offeree company's voting rights following a successful

takeover bid process.

(2) The parties to the proceedings commenced before the Securities Market Agency before the

effective date of this Act and are suspended after this date due to the changes in the takeover

threshold shall bear their respective costs of the proceedings.

Article 5

This Act shall enter into force on the day following its publication in Uradni list Republike

Slovenije.