Annual General Assembly of Bosnalijek d.d.

Pursuant to Article 48, paragraphs (1) and (2) of valid Bosnalijek JSC Statute (consolidated text No: 2830/2017 of 18.09.2017) and Article 230, paragraph (1) of Company Law (Official Gazette of FB&H, No. 81/15), and based on the Supervisory Board's Decision on Convening Annual Regular Assembly No: 1240/21 of 27 April 2021, we hereby announce:

 

N O T I C E

OF CONVENING ANNUAL REGULAR ASSEMBLY 

OF BOSNALIJEK JSC

 

I              DATE, TIME AND VENUE

 

Annual Regular Assembly of Bosnalijek JSC Sarajevo (hereinafter: the Assembly) will be held on 27 May 2021 at 12:00 hours at the Company's premises in Sarajevo, No. 53 Jukićeva Street.

 

II            AGENDA OF THE ASSEMBLY

 

The following Agenda is set for the Assembly:

 

1.       Election of the Assembly's working bodies

-        Selecting Assembly President

-        Selecting Two Verifiers of the Minutes

2.       Making Decision on Adoption of the Company’s Annual Report for 2020, together with financial statements and Independent Auditor's Report and reports of the Supervisory Board and Audit Committee

3.       Making Decision on Adoption of Decision on Allocation of Profit and Payment of Dividend Realised per Annual Report for 2020

4.       Making Decision on Selection of External Auditor for Auditing Financial Statements of Bosnalijek JSC for 2021

5.       Making Decision on Relieving Supervisory Board President and Members of Their Duties Due to Expired Mandate

6.       Making Decision on Electing Supervisory Board Members Individually

7.       Making Decision on Approval of Contract with Supervisory Board Members

 

III                          WORKING BODIES OF THE ASSEMBLY

 

Until appointment of the Assembly President, the Assembly will be presided by a present shareholder or his/her proxy with the largest number of shares with the right to vote. By the majority of votes of the present shareholders and their proxies, the Assembly chooses the president and two verifiers of the Assembly minutes.

Determination of quorum and voting results will be done by the Electoral Committee comprised of Amer Ćosibegović, president, Nedim Vrtić and Amina Demirović – members. In case the president or members of the Electoral Committee are prevented from carrying out their functions, replacing members shall be Nermina Krehić and Aida Kereš. The Company Secretary or another authorised official shall take minutes of the Assembly’s work.

 

IV           DRAFT DECISIONS SPECIFIED FOR THE ASSEMBLY

 

1.       Draft Decision on Election of the Assembly's Working Bodies

2.       Draft Decision on Adoption of the Company’s Annual Report for 2020, together with financial statements and Independent Auditor's Report and reports of the Supervisory Board and Audit Committee

3.       Draft Decision on Allocation of Profit and Payment of Dividend Realised per Annual Report for 2019

4.       Draft Decision on Selection of External Auditor for Auditing Financial Statements of Bosnalijek JSC for 2021

5.       Draft Decision on Relieving Supervisory Board President and Members of Their Duties Due to Expired Mandate

6.       Draft Decision on Electing Supervisory Board Members Individually

7.       Decision on Approval of Contract with Supervisory Board Members

 

V             RIGHT TO PARTICIPATE IN THE ASSEMBLY'S WORK AND DECISION-MAKING VIA                PROXY

 

Shareholders, i.e. their legal representatives and/or proxies, who were on the shareholders list of the FB&H Registry of Securities 30 days before the Company Assembly session or on the last working day prior to the term if it had been a day off, have the right to participate in the work and decision making of the Assembly. The shareholder or legal representative and/or proxy of shareholder wishing to take part in the work and decision making of Assembly, is obliged to submit her/his application for participating in the work and decision making of the Assembly to the Electoral Committee no later than three (3) days before the date scheduled for the Assembly session, i.e. concluded with 24 May 2021. An application may be submitted in a written form, either directly to the Company’s Protocol or by registered mail to the following address: Bosnalijek d.d. Sarajevo, No. 53 Jukićeva Street, or by fax (number: +387 (0) 33 814 253) or via electronic message (to e-mail address: Bogdan.Jokovic@bosnalijek.com). Application form can be found at Bosnalijek official web site (www.bosnalijek.ba). For corporate shareholders (local legal entities), along with the application it is necessary to submit Current Excerpt from Court Register either as original not older than 3 months or a certified copy.  As for shareholders which are foreign legal entities, along with application it is necessary to submit excerpt from competent local Commercial and Companies Registry or another appropriate document from which the company’s registration can be seen as well as persons authorised to represent it, not older than 3 months either as original or a certified copy, and which must be legalised in line with applicable regulations of the domicile state and international agreements. An application may be submitted in a written form, either directly to the Company’s Protocol or by registered mail to the following address: Bosnalijek d.d. Sarajevo, No. 53 Jukićeva Street, or by fax (number: +387 (0) 33 814 253) or via electronic message (to e-mail address: Bogdan.Jokovic@bosnalijek.com). Application form can be found at Bosnalijek official web site (www.bosnalijek.ba).

 

VI           RIGHT TO PARTICIPATE IN THE ASSEMBLY'S WORK AND DECISION-MAKING VIA                PROXY

 

A shareholder can achieve her/his right to participate in the work and decision making of the Assembly either personally or via legal representative or through her/his proxy, who is obliged to act in accordance with the shareholder’s instructions, and in case of not receiving any instructions, then in accordance with a reasonable judgement of the best interest of principal shareholder. The Power of Attorney for participating in the work and decision-making of the Assembly is given after publishing Notice of Convening the Assembly, in a form of a certified written statement, signed by the principal shareholder and the proxy. The Power of Attorney must be signed by the person authorised to represent the shareholder legal entity and the proxy, and it must be certified by the competent state body or notary. For shareholders – foreign legal entities, the Power of Attorney must be legalised in accordance with applicable regulations of the domicile country and international agreements. The certified Power of Attorney, together with the principal shareholder’s and/or proxy’sidentification document, has to be personally delivered to the Company by giving it directly to the Company’s Protocol or by registered mail at the headquarters address: Bosnalijek d.d., No. 53 Jukićeva St., or by fax (number: +387 (0) 33 814 253), or via electronic message (to e-mail address: Bogdan.Jokovic@bosnalijek.com), concluded with final date for submitting applications for participating in the work and decision-making of the Assembly, no later than 3 (three) days prior to date specified for holding the Assembly, i.e. concluded with 24 May 2021. It is obligation of legal representative and/or proxy to submit original of the certified Power of Attorney directly to the Electoral Committee no later than upon registering for participation in the work and decision-making of the Assembly. As for the corporate shareholders (i.e. legal entities), besides the Power of Attorney it is necessary to submit current Excerpt from the Court Register or another competent companies register in domicile state either as original or a certified copy not older than 3 months. In case of foreign shareholders, this document has to be legalised in line with applicable regulations of the domicile state and international agreements. The Power of Attorney issued for this Assembly shall also be valid in case of Re-convening the Company's Regular Annual Assembly. The shareholders can find the Power of Attorney form at Bosnalijek official web site (www.bosnalijek.ba).

 

VII         REGISTRATION AND VOTING AT THE ASSEMBLY

 

It is recommended to shareholders or legal representatives and proxies of shareholders, wishing to take part in the work and decision-making of the Assembly, to arrive 30 minutes before the time scheduled for the beginning of the Assembly's work, with the purpose of their timely registering and recording. Upon their registration, each shareholder and shareholder's proxy is obligated to submit valid identification document to the Electoral Committee, and it is the obligation of the Electoral Committee to determine the shareholders’ and proxy's identity as well as validity of authorization or Power of Attorney and Excerpt from the Court Register or another competent companies register in the domicile state. Voting at the Assembly will be performed via ballots, by circling response «FOR» or «AGAINST» draft decision and/or names of candidates during appointment of the Assembly's working bodies. However, it may also be decided by the Assembly that selection of working bodies will be done by acclamation, i.e. raising hands.

 

VIII        PROPOSAL FOR CHANGES AND SUPPLEMENTS TO THE AGENDA

 

The shareholder or the group of shareholders with at least 5% of the total number of shares with the right of vote, has the right to propose in writing the changes and/or supplements to the Agenda together with draft decisions of the Assembly. Written proposals for changes and/or supplements to the Agenda, along with proposals of decisions, shall be delivered to the Supervisory Board via registered mail at the following address: ''Bosnalijek d.d." Sarajevo,  No. 53 Jukićeva St. or directly to the Company's Protocol, no later than on the 8th day from publishing this Notice in daily newspaper.

 

IX           PROPOSALS OF CANDIDATES FOR SUPERVISORY BOARD MEMBERS

 

The shareholders or the group of shareholders with at least 5% of the total number of shares with the right of vote, have the right, no later than 8 days from the moment of publishing this Notice in daily newspaper, to propose in writing candidates for Supervisory Board members. The written proposals must contain all the necessary information, identification documents and other documentation which proves that the proposed candidates fulfil conditions to hold duties of Supervisory Board members, which are foreseen by legal regulations in the Federation of Bosnia and Herzegovina and relevant provisions of valid Bosnalijek JSC Statute. Together with a written proposal, legal entities in the capacity of authorised shareholders have to enclose current Excerpt from the Court Registry not older than 3 months, either as original or a certified copy. Authorised shareholders, who are natural persons, must enclose to the proposal a copy of their ID card. In case the written proposals are submitted by foreign shareholders, the above-mentioned identification documents and other documentation must be adequately legalised in alignment with applicable regulations of the domicile country and international agreements. Written proposals for candidates shall be delivered directly to the Company’s Protocol, and/or via registered mail to Bosnalijek d.d. address: No. 53 Jukićeva St. Please note that all the proposals must arrive to the Company no later than on the 8th day from the date of publishing this Notice in daily newspaper. 

 

X            ACCESS TO THE ASSEMBLY'S DOCUMENTS

 

As of the date of publishing this Notice, all shareholders, their legal representatives and proxies have the right to have insight into the list of shareholders, financial statements, reports of independent auditor, Supervisory Board and Audit Committee, as well as access all other documents and materials relating to draft decisions specified for the Assembly’s agenda. At personal request of the shareholder and/or proxy, they have the right to make a copy of the above-mentioned documents at their own cost. Insight to all the aforementioned documents and materials is possible in the headquarters of Bosnalijek JSC Sarajevo, with address at No. 53 Jukićeva Street every working day from 10:30 until 14:30 h, i.e. concluded with 24 May 2021. The Company Secretary or another entitled person are authorised to meet the requirements of insight to the documents or their copying, but without authorizations to give explanations and/or interpretations of the documents.

 

                                                                                                                             SUPERVISORY BOARD


/uimages/skupstina2021/Natural_Person_Application_Form_Assembly2021.doc
/uimages/skupstina2021/Legal_Entity_Application_Form_Assembly2021.doc
/uimages/skupstina2021/Power_of_Attorney_Natural_Person_Assembley2021.doc
/uimages/skupstina2021/Power_of_Attorney_Legal_Entity_Assembley2021.docx




oktobar 26. 2021 |
SASE |
BSNLR - Bosnalijek d.d. Sarajevo: 12,47 3,89%