”Sojaprotein” a.d. Becej announces the invitation on extraordinary company meeting of ¨Sojaprotein¨ a.d. Becej
The invitation on extraordinary company meeting of ¨Sojaprotein¨ a.d. Becej
Pursuant to Article 28, para 4 and 5 of Item 1 and Article 40, para 1 of Item 5 of the Articles of Association of “Sojaprotein” A.D. Becej dated June 29, 2012 and Article 372, para 1 of Item I of the Company Law (“Official Gazette of the Republic of Serbia”, no. 36/2011 and 99/2011) the Supervisory Board of “Sojaprotein” A.D. Becej announced on December 4, 2012
”SOJAPROTEIN” A.D. BECEJ Announces
ON EXTRAORDINARY MEETING OF ¨SOJAPROTEIN¨ A.D. BECEJ
1. Extraordinary Meeting of ¨Sojaprotein¨ Joint Stock Company for Soybean Processing Becej shall be held on December 25, 2012 at the business premises of ¨Sojaprotein¨ A.D. in Becej, Industrijska Zona bb; the session is scheduled at 12.00 a.m.
2. Following agenda is proposed for the ¨Sojaprotein¨ A.D. Becej Meeting session:
1. Election of the President of the Meeting and Establishment of the Voting Committee;
2. Adoption of the Minutes on the Previous “Sojaprotein” A.D. Becej Meeting Session;
3. Passing the Decision on the High-Value Assets Management – Verification of the Decision on Entering the Credit Agreement with the International Financial Corporation (IFC);
4. Passing the Decision on the High-Value Assets Management – Verification of the Decision on the Accession of the Company to the Long-Term Loan Agreement with Erste Bank in the Capacity of the Guarantor-Debtor;
5. Adoption of the Decision on Appointment of the Auditor for the “Sojaprotein” A.D. Becej Annual Financial Statements 2012 Audit passed by the Supervisory Board.
3. Shareholders registered in the Unique Register of Shareholders maintained with the Central Securities Depository and Clearing House on December 15, 2012, i.e. on the tenth day prior to the scheduled date of the Meeting session (“Shareholders Date”) are entitled to participate on the Meeting. Capacity of a shareholder should be verified by excerpt from Unique Register of Shareholders maintained with the Central Securities Depository and Clearing House.
4. Total voting shares stock for on all items of the Meeting Agenda is 14,872,058. (Total voting shares stock is 14,895,524, provided, however, that own Treasury Shares – 23,466, have no voting rights). Decisions referred to under Item 3 and 4 of the Agenda should be passed by the three/quarter majority of votes of the shareholders present. Decisions referred to under Items 1, 2 and 5 of the Agenda should be passed by simple majority of votes of the shareholders present, i.e. represented.
5. Right to direct participation and deciding on the Meeting is granted to shareholders and proxies who hold at least 14,894 shares. Shareholders holding individually less than 14,894 shares, but jointly more, may appoint their proxy in order to acquire the voting right and deciding on the Meeting.
6. A shareholder’s right to participation on the Meeting may be exercised either by personal presence or through a proxy and it includes:
a) Presence at the Meeting – shareholders and their proxies who are identified by their I.D. cards or some other identification document with their photograph at the very Meeting; b) Motion for Amendment of the Agenda – Right of one or more shareholders who hold at least 5% of voting shares stock, i.e. 744,777 shares, to submit to the Supervisory Board a reasoned motion for amendment of the Agenda with Items for discussion and deciding and data on the applicants at least 10 days prior to the scheduled Meeting; c) Questions addressed to the members of Supervisory Board – only those related to the Items included in the Agenda; d) Voting by the Agenda Items.
7. A shareholder may participate in the Meeting, either directly or through its proxy, if it holds more than 14,894 voting shares. Two or more shareholders holding individually less than 14,894 voting shares, but jointly more, may exercise their voting, participating and deciding rights on the Meeting by appointing their proxy. Managing director or members of the Supervisory Board may not be appointed as proxies of shareholders employed in the Company and related parties of the Company in terms of the Company Law. Power of attorney issued to the proxy should be made in writing and it should mandatory include: shareholder’s name, its personal identification number and address in case of a domestic natural person, proxy’s name; i.e. business name, identification/registration number and registered office in case of a domestic legal entity, proxy’s name and all other data as required by the shareholder, number, type and class of shares for which the power of attorney has been issued. When a natural person is giving the power of attorney for its voting rights, the power of attorney is not required to be verified but only issued in writing. The power of attorney may also include instructions or orders for exercising the voting rights and in that case the proxy is obliged to act accordingly. If the power of attorney has no instructions, the proxy will exercise the voting rights diligently and in the best interests of the shareholder. The proxy is obliged to notify shareholders who gave the power of attorney on the voting at the Meeting. The power of attorney should be issued to the proxy and delivered at the Company’s registered office at least 3 days prior to the scheduled Meeting. The power of attorney may also be delivered electronically. The power of attorney delivered electronically be signed by electronic signature in accordance with the law regulating the electronic signature. The power of attorney may be issued for one Meeting and it would be valid for a rescheduled Meeting that was postponed due to lack of the quorum, or some other reasons. Powers of attorney should be addressed to: “Sojaprotein” A.D. Becej, Industrijska Zona bb, Becej 21220. The Power of Attorney Form has been given together with this Invitation and it may be downloaded from the Company’s Internet page (www.sojaprotein.rs).
8. A shareholder in the Company, in case of absence, is entitled to participate on the extraordinary session of the Meeting and vote on each issue motioned for voting on the extraordinary session of the Meeting by filling in and delivering the Voting Form to the following address: “Sojaprotein” A.D. Becej, Industrijska Zona bb, Becej 21220. The Company should receive the Voting Form at least 2 days prior to the scheduled Meeting, i.e. until December 21, 2012. If a proxy or the shareholder’s representative is voting by the Voting Form in case of absence, the power of attorney, i.e. excerpt from the competent register should be enclosed to the Form. The Voting Form in case of absence has been given together with this Invitation may be downloaded from the Company’s Internet page (www.sojaprotein.rs). Signature of the Company shareholder who is a natural person, i.e. any other person signing the Voting Form on behalf of the shareholder, must be verified by the competent authority. In case that the shareholder is a legal entity, signature of the person authorized to represent it/proxy does not have to be verified, provided that the Voting Form in absence must be verified by the official seal of the legal entity. Each shareholder who voted in absence is considered to be present on the Meeting and it is counted for the quorum when deciding on items of the Agenda the shareholder voted on. Its vote is added to votes of other shareholders who voted on the same items of the Agenda of the Meeting. The shareholder’s votes who voted in absence shall not be counted for quorum and voting majority with respect to the proposed decisions whereon the shareholder may not vote in accordance with the Company Law (Exclusion of the Voting Rights). The Voting Form in case of absence may be downloaded from the Company’s Internet page (www.sojaprotein.rs).
9. Meeting session of “Sojaprotein”, Joint Stock Company for Soybean Processing Becej will be scheduled by continuous announcement of this Invitation on the Company Internet page www.sojaprotein.rs, until the scheduled Meeting date; by its announcement at the Internet page of the Business Registers Agency and the Internet page of Belgrade Exchange. Individual written invitations to the Meeting shall not be sent to shareholders and, accordingly, the shareholder are invited in this manner to attend the Meeting session.
PRESIDENT OF THE BOARD OF DIRECTORS