Pursuant to Provisions of Article 230, paragraph (1) of Law on Companies (Official Gazette of FB&H, No. 81/15) and Article 48, paragraph (1) of valid Bosnalijek d.d. Statute, and based on the Supervisory Board's Decision number: 1022/17 of 27.04.2017, we hereby announce:
N O T I C E
OF CONVENING ANNUAL GENERAL ASSEMBLY
OF BOSNALIJEK D.D.
I DATE, TIME AND VENUE
Annual General Assembly of Bosnalijek d.d. company is convoked on23/05/2017 with opening at 10:00 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
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
12. Draft decision on selecting an external auditor for auditing Bosnalijek d.d. financial statements for year 2017
4. Draft decision on selling the company's own shares
5. Draft decision on repealing the Assembly's decisions
6. Draft decision on accepting the decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
7. Draft decision on absorption of BOSFARM DOOEL Skoplje company and BOSNALIJEK DOOEL Skoplje
8. Draft decision on relieving the Supervisory Board’s president and its members of their duty because of an expired mandate
9. Draft decision on selecting the company's Supervisory Board members individually
10. Draft decision on approving contracts with members of the Supervisory Board
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 20/05/2017 by 10:00 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 Assembly Convocation, 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 20/05/2017 until 10:00 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 tothe 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
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 PROPOSALS OF SHAREHOLDERS
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 of the agenda and the proposed decisions of the Assembly, latest eight (8) days from the day of the making of this announcement.
The shareholder and/or the group of shareholders having at least 5 % shares with the voting right can propose one or several candidates for members of the Supervisory Board up to the total number of candidates, no later than 8 days from the date of making this announcement.
A written proposal of candidates for Supervisory Board members has to contain all the needed information about the suggested candidates, with an enclosed evidence on professional qualifications and professional experience of the candidate (diploma, acknowledgements, testimonials, certificates and similar) as original and/or certified copy, which prove that the candidate meets all the conditions from Article 70, paragraph (2) of Bosnalijek d.d. Statute.
Together with a written proposal for each candidate, it is necessary to submit appropriate certificates as originals, which must not be older than 3 months, and which prove that proposal for each individual candidate is not contrary to provisions of Article 248, paragraph (1) point a) and b) of Law on Companies.
When submitting a written proposal of the candidate, it is the proposer's obligation to submit an original written statement of each candidate about his/her acceptance of the candidacy, together with statement on non-competition and non-conflict of interest with the Company, in line with the Law and provisions of Article 70, paragraph (5) point b) of Bosnalijek d.d. Statute.
In case the candidate suggested to be the Supervisory Board member is a foreign citizen, together with the written proposal, the aforestated documents or identification and certificates must be enclosed either as originals or validated copies, legalised by Apostille, which must not be older than 3 months, as well as their translation by a certified court interpreter into one of the official languages used in Bosnia and Herzegovina. However, that translation i.e. signature and stamp of the certified court interpreter have to be legalised by the competent court in the territory of Bosnia and Herzegovina.
If the proposer of candidates for the Supervisory Board members is a local or foreign legal entity, in addition to all the above-stated, together with the written proposal the local legal entity has to deliver the current excerpt from the competent court register as original or a validated copy, not older than 3 months, and the foreign legal entity must deliver an appropriate excerpt from the competent registry of companies according to its domicile i.e. registered headquarters, as original or certified copy, legalised by Apostille, not older than 3 months, together with translation of those documents by a certified court interpreter into one of official languages used in Bosnia and Herzegovina. The translation of the same i.e. signature and stamp of the certified court interpreter must be legalised by the competent court in the territory of Bosnia and Herzegovina.
In case a written proposal of candidates for the Supervisory Board members does not contain all the above-mentioned information and/or if statements on accepting the candidacy are not attached to the written proposal as originals, together with non-competence and non-conflict of interest statements, and/or if the said documents and/or identifications and/or certificates are not submitted, such a proposal will be considered incomplete and will not be taken into consideration when specifying the Final List of Candidates for members of the Supervisory Board.
The written proposal of candidates for the Supervisory Board members should be submitted as original to the Company's Protocol directly at the headquarters' address and/or via registered mail, no later than 06/05/2017.
VIII 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.
Supervisory Board President