Pursuant to Article 230, paragraph (1) of Company Law (Official Gazette of FB&H, No. 81/15) and Article 48, paragraph (1) and (2) of valid Bosnalijek d.d. Statute (consolidated text No: 2830/2017 of 18.09.2017), and based on the Supervisory Board's Decision on Convening Annual Regular Assembly No: 1614/19 of 29.05.2019, we hereby announce:
N O T I C E
OF CONVENING ANNUAL REGULAR ASSEMBLY
OF BOSNALIJEK D.D.
I DATE, TIME AND VENUE
Annual Regular Assembly of Bosnalijek D.D. Sarajevo will be held on 27 June 2019 at 10:00 hours at the Company's premises in Sarajevo, No. 53 Jukićeva St.
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. Adoption of the Company’s Annual Report for 2018, together with financial statements and Independent Auditor's Report and reports of the Supervisory Board and Audit Committee
3. Adoption of Decision on Allocation of Profit and Payment of Dividend Realised per Annual Report for 2018
4. Selection of External Auditor for Auditing Financial Statements of Bosnalijek d.d. for 2019
5. Vote of confidence to 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:
- Zlatan Pilipović, president
- Semir Obralija, member
- Amer Ćosibegović, member
In case the president or members of the Electoral Committee are prevented from carrying out their functions, replacing members shall be:
- Nermina Krehić
- Nedim Vrtić
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 2018, 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 Realised per Annual Report for 2018 and Payment of Dividend Realised per Annual Report for 2018
4. Draft Decision on Selection of External Auditor for Auditing Financial Statements of Bosnalijek d.d. for 2019
5. Draft Decision on Confidence to 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 24thJune 2019.
An application should be given in written form, and submitted 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 directly 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 written statement, signed by the principal shareholder and the proxy. The certified Power of Attorney, together with the principal shareholder’s and proxy’s identification 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), no later than until final date for submitting applications for participating in the work and decision-making of the Assembly, which is mentioned in chapter V of this Notice.
In addition to certified Power of Attorney, for corporate shareholders (i.e. legal entities) it is necessary to submit current Certificate of Incorporation not older than 3 months, either as original or a certified copy.
It is proxy's obligation to submit original of the certified Power of Attorney directly to the Electoral Committee no later than upon registration for participating 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 Certificate of Incorporation either as original or a certified copy not older than 3 months.
The Power of Attorney issued for this Assembly shall also be valid in case of re-convening Company's Annual Regular 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 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.
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.
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 and draft decisions of the Assembly, latest eight (8) days from the day publishing this announcement in daily newspaper. 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 announcement in daily newspaper.
IX ACCESS TO THE ASSEMBLY'S DOCUMENTS
As of the date of publishing this Notice, all shareholders and proxies have the right to have insight into the list of shareholders, financial statements, reports of 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 is possible in the headquarters of Bosnalijek D.D. Sarajevo, with address at No. 53 Jukićeva Street every working day from 10:30 until 14:30 h, i.e. concluded with 24th June 2019. The Company Secretary or another entitled person are authorised to meet the requirements of insight to the documents or their copying. They are not authorised to give explanations and/or interpretations of the documents.