I DATE, TIME AND VENUE
The Regular Annual Assembly of Bosnalijek JSC is convened for 30.06.2022. starting at 11:00 a.m. (hereinafter the Assembly).
The Assembly will be held in the premises at the address of the Company's headquarters, Jukićeva 53, Sarajevo, Bosnia and Herzegovina.
II AGENDA OF THE ASSEMBLY
The following Agenda is set for the Assembly:
1. Election of the Assembly's working bodies
- Selecting President of the Assembly
- Selecting Two Verifiers of the Minutes
2. Making Decision on Adoption of the Company’s Annual Report for 2021, 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 Realized per Annual Report for 2021
4. Making Decision on Selection of External Auditor for Auditing Financial Statements of Bosnalijek JSC for 2022
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 voting rights. 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 shall be performed by the Voting Committee comprised of Mr. Amer Ćosibegović, president, Mr. Nedim Vrtić and Mrs. Nermina Krehić, as the members. The Company Secretary or another authorized 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 2021, 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 realized per Annual Report for 2021
4. Draft Decision on Selection of External Auditor for Auditing Financial Statements of Bosnalijek JSC for 2022
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 Registry of Securities of Federation of BiH 30 days before the date scheduled for the 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 Shareholders or its legal representative and/or proxy of Shareholders wishing to participate 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 26 June 2022. 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: Amer.Cosibegovic@Bosnalijek.com). Application form can be found at Bosnalijek official web site (www.bosnalijek.ba). For Shareholders which are local legal entities, along with the application it is necessary to submit Current Excerpt from Court Register in original not older than 3 months or in certified copy. As for Shareholders which are foreign legal entities, along with application it is necessary to submit Current Certificate of Registration issued by the competent domicile Registry of Companies or another appropriate public document from which the company’s registration can be seen as well as persons authorized to represent it, not older than 3 months either as original or a certified copy, and which must be legalized in accordance with applicable regulations of domicile state and international agreements.
VI RIGHT TO PARTICIPATE IN THE ASSEMBLY'S WORK AND DECISION-MAKING VIA PROXY
Participation in the work and decision-making of the Assembly can be achieved by the Shareholder in person or through a Proxy or legal representative who is obliged to act in accordance with the instructions of the shareholders, and if the instructions are not received, in accordance with the reasonable judgment of the best interest of the Shareholder. Power of Attorney for participation in the work and decision-making of the Assembly can be given by Shareholders after the publication of this Notice, in the form of a written statement with the certified signature of the Shareholder – as the Principal, which contains the signature of the Proxy. The Power of Attorney for the representation of a legal entity must be issued and signed by the legal representative of the legal entity, and certified by the competent state body or notary, in which the identity and property of the issuer of power of attorney is confirmed. For Shareholders, a foreign legal entity, the Power of Attorney must be certified and legalized in accordance with applicable regulations of domicile state and international treaties. Certified Power of Attorney, with the identification document of the Shareholder or his legal representative and/or Proxy, is delivered to the Company in person by direct submission to the Protocol of the Company or by recommended mail to: Bosnalijek d.d., Jukićeva 53, or via fax (number: +387 (0) 33 814 253) or by e-mail (e-mail address: Amer.Cosibegovic@Bosnalijek.com), no later than 3 days before the date set for the Assembly, i.e. as of 26 June 2022. The Proxy is obliged to submit the certified Power of Attorney in original directly to the Voting Committee at the latest when registering for participation in the work and decision-making of the Assembly, and for Shareholders, it is necessary to submit with certified Power of Attorney the Current Excerpt or the Certificate from the Court Registry and/or other competent Registry of Companies of the domicile State, in the original not older than 3 months or in a certified copy, which in the case of a foreign Shareholder must be legalized in accordance with applicable regulations of the domicile state and international treaties. The Power of Attorney issued for this Assembly shall also be valid in case of Re-convening of 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 Voting Committee, and it is the obligation of the Voting Committee to determine the Shareholders’ and Proxy's identity as well as validity of authorization or the Power of Attorney and Excerpt from the Court Register or another Certificate of Registration issued 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 INSIGHT INTO DOCUMENTS FOR THE ASSEMBLY
As of the date of publishing this Notice, all Shareholders, their legal representatives and proxies have the right to perform an insight into the List of Shareholders, financial statements, reports of independent auditor, Supervisory Board and Audit Committee, as well as into draft decisions for the Assembly. 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 JSC Sarajevo, Jukićeva 53, every working day, except on Wednesday and Friday, from 10:30 until 13:30, starting from 9 June 2022 to 26 June 2022 as concluded. The Company Secretary or another entitled person are authorized to meet the requirements of insight to the documents or their copying, but without authorizations to give any explanations and/or interpretations of the documents.