NOTICE ON CONVENING AN EXTRAORDINARY SESSION OF THE GENERAL ASSEMBLY OF BOSNALIJEK D.D.

In accordance with the provisions of Article 45 (3), Article 46 (2) (3) and (5), Article 47 and Article 48 (1) of the current Statute of Bosnalijek d.d. (consolidated text, no. 2830/2017 of 18.09.2017), Article 230 (1) and Article 232 (3) of the Law on Companies (Official Gazette of FBiH, no. 81/15 and 75/2) and pursuant to the Supervisory Board Decision no. 3/22 of 06.01.2022, the following is hereby published:


NOTICE ON CONVENING AN EXTRAORDINARY SESSION OF THE GENERAL ASSEMBLY OF BOSNALIJEK D.D.

 

1.       Date, time and place of the General Assembly

 

The extraordinary session of the General Assembly of Bosnalijek d.d is convened on 05.02.2022, starting at 10:00h (hereinafter: the General Assembly). The General Assembly will take place at the Company address at Jukiceva 53, 71000 Sarajevo. 

 

2.       Agenda

 

The General Assembly session will have the following Agenda:

 

1)      Election of the General Assembly working bodies:

-         Election of the president of the General Assembly

-         Election of two verifiers of General Assembly minutes

2)      Adoption of the Decision on the amendments to the Statute of Bosnalijek d.d. (consolidated text, no. 2830/2017 of 18.09.2017)

3)      Adoption of the Decision on the selection of the external auditor to review all cases related to Company operations in the last five years

 

3.       Working bodies of the General Assembly

 

Until the president is elected, the General Assembly will be chaired by the attending shareholder or proxy of the shareholder with the most voting shares. The General Assembly will elect the president and two verifiers of General Assembly minutes by majority vote of shareholder representatives and proxies in attendance. The quorum and results of the vote at the General Assembly will be established by the Voting Committee comprising Amer Ćosibegović, president, Nedim Vrtić and Amina Demirović, members. In the event that the president or any members of the Voting Committee are unable to attend, they will be substituted by Aida Kereš and Semir Obralija. The minutes of the General Assembly session will be taken by the Company Secretary or another authorised person.

 

4.      Decisions proposed to the General Assembly

 

The following proposed decisions were drafted for the General Assembly:

 

1.      Proposal of the Decision on the amendments to the Statute of Bosnalijek d.d. (consolidated text, no. 2830/2017 of 18.09.2017)

2.      Propossal of the Decision on the selection of the external auditor to review all cases related to Company operations in the last five years

 

5.      The right to participate and applications for participation in the work and decisions of the General Assembly

 

The right to participate in the work and decisions of the General Assembly is available to shareholders registered on the List of Shareholders at the Securities Registry of the Federation BiH 30 days prior to the date of the General Assembly session, or the last working day preceding that period should it fall on a non-working day. The General Assembly may be attended by shareholders or their legal representatives and proxies registered with the Voting Committee at least 3 (three) days prior to the date of the General Assembly session. Applications to participate in the work and decisions of the General Assembly must be made in writing and submitted by hand to the Company protocol, or by registered mail to the Company address, or by fax (number: +38733814253), or by email (email: Bogdan.Jokovic@bosnalijek.com). Shareholders that are local legal persons must submit with their application a current excerpt from the court registry not older than 3 (three) months, either in original or certified copy. Shareholders that are foreign legal persons must submit with their application a current excerpt from the companies registry in their domicile or another appropriate documentary evidence of company registration and its authorised representatives, which must not be older than 3 (three) months, either in original or a certified copy legalised in accordance with the applicable regulations of the country of domicile and international treaties. 

 

6.      The right to participate in the work and decisions of the General Assembly via proxy

 

Shareholders may exercise their right to participate in the work and decisions of the General Assembly in person or through a proxy authorised to participate and vote according to the shareholder’s instructions, and in the absence of such instructions according to reasonable judgement and in the best interest of the shareholder. The power of attorney to participate in the work and decisions of the General Assembly must be furnished upon publication of the General Assembly session notice, in the form of a written statement signed by the shareholder/principal and the proxy and certified by the competent state body or notary. The power of attorney issued by a local legal person shareholder must be signed by the legal representative and the proxy and be certified by a state body or notary. The power of attorney issued by a foreign legal person shareholder must be signed by the legal representative and the proxy and be certified by the competent state body in the country of domicile or a notary and legalised in accordance with the applicable regulations of the country of domicile and international treaties. The certified/legalised power of attorney, together with a valid personal identification document of the shareholder, i.e. its legal representative or proxy, must be submitted to the Company by hand to the Company protocol, or by registered mail to the Company address, or by fax (number: +38733814253), or by email (email: Bogdan.Jokovic@bosnalijek.com) not later than 3 (three) days before the date of the General Assembly session. The legal representative and/or proxy must hand the original copy of the certified/legalised power of attorney directly to the Voting Committee during or before registration to participate in the work and decisions of the General Assembly. The power of attorney granted for this General Assembly remains valid for a subsequent convening of the General Assembly session.

 

7.      Registration and voting at the General Assembly

 

The shareholders and their legal representatives and proxies who wish to participate in the work and decisions of the General Assembly are recommended to arrive 30 minutes before the scheduled start of the General Assembly session to allow for timely sign-in and registration with the Voting Committee. During registration, each participant in the work and decision of the General Assembly must present a valid personal identification document and the Voting Committee must establish the identity of the participant and the validity of the power of attorney and excerpt from the court registry and/or relevant company registry in the country of domicile. Voting at the General Assembly will be done by ballots, by circling "FOR” or "AGAINST” the proposed decision, or the candidate’s name in the election of General Assembly working bodies; however, the General Assembly may decide to elect working bodies of the General Assembly by means of acclamation – raising of hands.

 

8.      Access to General Assembly session materials

 

From the date of publication of this Notice, all shareholders and their legal representatives and proxies are entitled to access the materials for this General Assembly session, where such access will be granted every working day from 11:00 h to 15:00 h on or before 02.02.2021. Upon direct request and at own expense, shareholders and their representatives or proxies may obtain a copy of the materials.

COMPANY SUPERVISORY BOARD

 

 


January 11, 2022
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