The case of Pomorska družba, d.d. (Maritime Corporation, Inc.)

Authorized company Pomorska družba, d.d., (Maritime Corporation, Inc.) was established in 1996, following the initiative of Sindikat pomorščakov Slovenije (Mariner Trade Union of the Republic of Slovenia) to help solving the problem of salary underpayments for mariners of Splošna plovba, d.o.o., (International Shipping and Chartering, Ltd.). In 1998, instead of receiving their salaries, the mariners were turned into small shareholders of Splošna plovba, d.o.o., with the help of Pomorska družba, d.d., Vladimir Zevnik, the then President of the Mariner Trade Union of the Republic of Slovenia, became the first director of Splošna plovba, d.o.o.

At the beginning of 2006, Istrainvest, d.o.o, which is owned by the German shipowning company Peter Doehle, took over 51% shares of Pomorska družba, d.d., with the assistance of Director Vladimir Zevnik and without announcing a takeover offer. Istrainvest had offered the small shareholders a share price which accounted for only 50% of the share price that the Peter Doehle company offered immediately afterwards to Banka Koper in order to buy shares in Splošna plovba, d.o.o. This is a clear evidence that by comparison with Banka Koper the small shareholders were treated on a subordinate and non-equal basis; what is more, they were hindered from receiving a fair share price and a takeover premium.

In 2006, Joechen Doehle became the Director of Pomorska družba, d.d.; he also holds the directorial position in its majority owner Istrainvest. A few days prior to this event, the two companies had signed a loan agreement: According to the Court, the agreement's provisions contravened the legislation of the Republic of Slovenia. Not only was the agreement inconsistent with the German and the European legislations, it was also very likely harmful to the small shareholders.

In 2007, the Director and the Supervisory Board of Pomorska družba, d.d., suggested the disputed capital injection into Pomorska družba, d.d., which would in effect lower the value of shares in possession of the small shareholders by nearly 24%. A general meeting had been held in January 2007, and Vseslovensko združenje malih deležnikov (The Slovenian Association of Small Shareholders) filed challenging actions againts these adopted decisions. Though the Court has already suspended the execution of adopted decisions, it has not yet reached a final solution with regard to the matter. Apart from the issues discussed at the general meeting, e.g. the way in which capital injection into Pomorska družba, d.d., was to be performed, the very call and execution of the general meeting were disputable. Namely, the Director refused the small shareholders an insight into the documents and failed to prepare the requested reports for them.

In May 2007, the annual general meeting followed the same scenario, as the Director again refused the small shareholders an insight into the documents that were discussed at the general meeting. Furthermore, he denied them the possibility to obtain a copy of the annual report, as well as the report of the supervisory board. According to the legislation of the Republic of Slovenia, this is an economic violation. In addition, the Director of Pomorska družba, d.d., was not present at the general meeting, while his assignee failed to provide the company's annual business report or allow for discussion about it. Owing to this, the small shareholders have had no possibility whatsoever to become acquainted with the business operations of the company whose shares they possess.

The described case manifests an obvious and planned scheme of violating the rights of the small shareholders. This is further accentuated by the fact that the company, who performed these violations, is the very company that was established with the sole purpose of protecting the interests of the small shareholders. Therefore, we appeal to the Euroshareholders to discuss and condemn the described violations, and to do everything in their power to protect the rights of the small shareholders of Pomorska družba, d.d.