Notice of Reconvened Annual General Assembly of Bosnalijek d.d.

Pursuant to Provisions of Article 233, paragraphs (3) and (4) of Law on Companies (Official Gazette of FB&H, No. 81/15) and Article 55, paragraph (3) and Article 80, paragraph (1) point a) of valid Bosnalijek d.d. Statute, based on the Supervisory Board's Decision number: 1261/17 of 23/05/2017, we hereby announce:


Notice of Reconvened Annual General Assembly of Bosnalijek d.d.
 
 
N O T I C E
OF RECONVENED ANNUAL GENERAL ASSEMBLY 
OF BOSNALIJEK D.D.

I DATE, TIME AND VENUE

Annual General Assembly of Bosnalijek d.d. company is reconvened on 03/06/2017 with opening at 12:00 h. The Assembly session will be held in premises of Bosnalijek d.d. headquarters with address at 53 Jukićeva St., 71000 Sarajevo.

II AGENDA OF THE ASSEMBLY

1. Electing the Assembly's working bodies
   a) Electing the Assembly's president
   b) Electing two verifiers of the Assembly's minutes
2. Reaching decision on adopting the company's Annual Report for 2016 together with financial statements and reports of auditor, the Supervisory Board and Audit Committee  
3. Making decision on allocation of profit and payment of dividends realised according to Annual Report for 2016
4. Reaching decision on selecting an external auditor for auditing Bosnalijek d.d. financial statements for year 2017
5. Making decision on selling the company's own shares 
6. Reaching decision on repealing the Assembly's decisions 
7. Adopting decision on accepting the decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
8. Taking decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
9. Reaching decision on relieving the Supervisory Board president and its members of their duty because of an expired mandate 
10. Making decision on selecting the company's Supervisory Board members individually  
11. Reaching decision on approving contracts with members of the Supervisory Board 
12. Making decision on amendments and supplements to Bosnalijek d.d. Statute 

III WORKING BODIES OF THE ASSEMBLY

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

Determining the quorum and voting results will be done by Electoral Committee comprised of:
   › Zlatan Pilipović, president
   › Aida Kosović, member
   › Mujesira Raonić, member

In case the president or members of the Electoral Committee are prevented from carrying out their functions, replacing members shall be:
   › Arman Pezo
   › Amela Lerić

Acting 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 electing the Assembly's working bodies 
2. Draft decision on adopting Annual Report for 2016 together with financial statements and reports of auditor, the Supervisory Board and Audit Committee 
3. Draft decision on allocation of profit and payment of dividends realised according to Annual Report for 2016
4. Draft decision on selecting an external auditor for auditing Bosnalijek d.d. financial statements for year 2017
5. Draft decision on selling the company's own shares
6. Draft decision on repealing the Assembly's decisions
7. Draft decision on accepting the decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
8. Draft decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
9. Draft decision on relieving the Supervisory Board’s president and its members of their duty because of an expired mandate
10. Draft decision on selecting the company's Supervisory Board members individually  
11. Draft decision on approving contracts with members of the Supervisory Board 
12. Draft decision on amendments and supplements to Bosnalijek d.d. Statute 

V REGISTRATION PROCEDURE FOR PARTICIPATING IN THE WORK AND DECISION-MAKING OF THE ASSEMBLY  

Shareholders 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. 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 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 shareholder/proxy, wishing to take part in the work and decision making of Assembly, is obliged to submit her/his application for participation in the work and decision making of the Assembly to the Electoral Committee no later than three days before the date scheduled for the Assembly session, i.e. no later than 31/05/2017 by 12:00 h. An application should be given in written form, and submitted through the Protocol directly at Bosnalijek d.d. main office in Sarajevo, 53 Jukićeva Street, or by registered mail or fax (sent to number: +387 (0) 33 814 253) or via electronic message (to E-mail address: Bogdan.Jokovic@bosnalijek.com).
The Power of Attorney for participating in the work and decision-making of the Assembly is given after publishing the Notice of Reconvened Assembly, in a form of a written statement, signed by the principal shareholder and the proxy. Together with identification documents of the principal shareholder and the proxy, the certified Power of Attorney has to be personally delivered to the Company by giving it directly to the company’s Protocol at the headquarters address or by registered mail, fax, and/or e-mail (to e-mail address: Bogdan.Jokovic@bosnalijek.com), no later than three days before the date scheduled for the Assembly, i.e. no later than 31/05/2017 until 12:00 h. It is the proxy's obligation to deliver original of the certified Power of Attorney at the very Assembly session or immediately before the time scheduled for the beginning of the Assembly session at the latest, upon reporting the proxy for participating in the work and decision making of the Assembly with the Electoral Committee.  
Each shareholder/proxy is obliged to submit her/his valid identification document to the Electoral Committee, or authorised person, at least 30 minutes before the time scheduled for the Assembly session. 

The shareholders may find Application form and Power of Attorney form at Bosnalijek's official web site www.bosnalijek.ba 
The Powers of Attorney issued for previously convened Assembly shall be valid for this reconvened Assembly as well.

VI VOTING AT THE ASSEMBLY

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 Company’s bodies.


VII ACCESS TO THE ASSEMBLY DOCUMENTS

The shareholder and/or proxy who has applied regularly to participate in the work and decision making of the Assembly, as well as all other Company’s shareholders have the right to access all the materials, reports and 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 the documents is possible in the headquarters of Bosnalijek d.d. Sarajevo, with address at 53 Jukićeva Street every working day from 10:00 until 14:00 h, starting from the day of publishing this announcement in daily newspapers. The Acting Company Secretary is authorised to meet the requirements of insight to the documents or their copying. The Acting Company Secretary is not authorised to give explanations and/or interpretations of the documents.

             Edin Dizdar                            
Supervisory Board President              
 
 
APPLICATION FOR TAKING PART IN THE WORK AND DECISION-MAKING AT RECONVENED ANNUAL ASSEMBLY OF BOSNALIJEK D.D. COMPANY CONVENED FOR 03/06/2017
POWER OF ATTORNEY TO REPRESENT SHAREHOLDER IN THE WORK AND DECISION-MAKING OF THE RECONVENED ANNUAL ASSEMBLY OF BOSNALIJEK D.D. COMPANY, CONVENED FOR 03/06//2017


 


May 24, 2017
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