GENERA D.D. Pursuant to Article 277, paragraph 2 and Article 278 of the Companies Act, upon the proposal of the shareholder Eurovet Animal Health B.V., the Management Board of the Joint Stock Company GENERA Inc. Kalinovica, Svetonedeljska 2, MBS 080369519, OIB: 25555531112 on the Management Board meeting held on December 3, 2015 passed the decision on the convocation of the
Extraordinary General Meeting of the company GENERA Inc. (hereinafter "GENERA or the Company") shall be held on January 19, 2016 at 11:00 hours at the registered seat of GENERA Inc., in Kalinovica (City of Sveta Nedjelja), Svetonedeljska 2.
The Extraordinary General Meeting shall be held with the following agenda:
A g e n d a
Determining the number of present and represented shareholders, establishing a quorum
Decision on revocation of the Decision on the appointment of auditor for the year 2015, adopted at the Annual General Meeting of the Company held on 28 May, 2015
Decision on the appointment of auditor for the year 2015
Decision on amendments to the Constitution of the Company
Decision on election of two members of the Supervisory Board of the Company
Decision on delisting of the Company shares from the Zagreb Stock Exchange Inc.
Extraordinary General Meeting of the Company has been convened upon the proposal of the shareholder Eurovet Animal Health B.V. which proposed the following decisions to be adopted:
Decision on revocation of the Decision of the General Meeting,dated 28 May 2015, on the appointment of the company Deloitte d.o.o., Zagreb, Radnička cesta 80/VI as the Company auditor for the year 2015.
Decision on the appointment of the company PricewaterhouseCoopers d.o.o., Zagreb, Ulica kneza Ljudevita Posavskog 31/VI as the Company auditor for the year 2015.
Article 5 of the Company Constitution is amended and will read as follows:
"Chairperson of the Management Board and each of the members of the Management Board represent the Company individually and independently."
Article 16 paragraph 2 of the Company Constitution is amended and will read as follows:
"General Meeting is chaired by the chairperson of the General Meeting which is elected by the ¾ majority votes at the General Meeting for the period of 2 years. In case of impediment of the chairperson of the General Meeting to chair the General Meeting, he shall be substituted by the Chairperson of the Supervisory Board."
Article 17 paragraph 1 of the Company Constitution is amended and will read as follows:
"Supervisory Board of the company consists of 7 (seven) members. Mandate of the members of the Supervisory Board is one year."
Article 18 paragraph 1 of the Company Constitution is amended and will read as follows:
"Six members of the Supervisory Board are elected and revoked by the General Meeting of the company, unless one member of the Supervisory Board is appointed by the company employees, pursuant to the Labor Act. Decisions of the General Meeting regarding the election and appointment of the Supervisory Board members are made by the majority envisaged in Companies Act."
Article 24 of the Company Constitution is amended and will read as follows:
"The Company shall publish all of the information required by law on the official website of the court registry. All other information and announcements prescribed by law shall be published by the Company in accordance with its obligations as the issuer of shares in the regulated market of Zagreb Stock Exchange Inc. and its own website."
Decision on the election of
Ms. Ana Hanžeković, with residence in Visoka 4, 10000 Zagreb, PIN (OIB): 91033918217,
who is also a member of the Supervisory board of the company OT-OPTIMA TELEKOM d.d. and the president of the Supervisory board of the company SLOBODNA DALMACIJA d.d.; and
Ms. Suzana Cross, with residence in Coruisk, Cavendish Road, Bowdon, WA14 2NH, United Kingdom, who is not a member of any other Supervisory board,
as members of the Supervisory Board of the Company for the period until the current mandate of other elected Supervisory Board members expires.
Ad. 6. Decision on delisting of the Company shares from the Zagreb Stock Exchange Inc.
1.Genera Inc. for development and production of pharmaceuticals (Genera Inc.), Kalinovica, Svetonedeljska 2, registered with the court registry of the Commercial Court in Zagreb, registration number MBS 080369519, PIN (OIB) 25555531112, is delisting all of its shares i.e. 1.844.860 (one million eight hundred forty four thousand eight hundred and sixty) regular shares, each in the nominal
amount of 100.00 HRK (one hundred Kuna), issued in the form of book entry form securities, registered with the Central Depository and Clearing Company Inc. under share ticker VERN-R-A, ISIN: HRVERNRA0006 - from the Zagreb Stock Exchange Inc. on the day of registration of the delisting decision with the court registry.
2.The Company irrevocably declares that it undertakes to redeem shares of all shareholders which will vote against the decision on delisting of shares, for the fair compensation within three months from the day of registration of the delisting decision with the court registry. Fair compensation shall mean the average share price recorded on the Zagreb Stock Exchange, calculated as the weighted average of all recorded prices on the Zagreb Stock Exchange in the last three months prior to the day of publishing of invitation to this Extraordinary General Meeting. Request for redemption of shares, in accordance with Art. 332 of the Capital Markets Act, the shareholders can file with the Company within two months from the day of registration of the delisting decision with the court registry.
3.Upon adoption of this Decision, the Management Board of the Company is obliged to file an application for the registration of the decision on delisting of the Company shares from the regulated market with the court registry of the Commercial Court in Zagreb.
4.This Decision shall enter into force on the day of registration with the court registry, if it has been adopted by the majority of more than nine-tenths of the vote cast, in accordance with the Art. 332 paragraph 7 subparagraph 1 of the Capital Markets Act, and in all other cases upon expiration of six months from the day of registration of the delisting decision with the court registry.
5.Upon registration of the Decision on delisting of the Company shares from the regulated market with the court registry, the Management Board of the Company is obliged to notify without delay Zagreb Stock Exchange Inc. on the adopted decision through the delivery of the subject decision and the court resolution on its registration with the court registry.
IV.
Explanation of the proposed decisions for the Extraordinary General Meeting-
Ad.2 - Ad.5
Eurovet Animal Health B.V. as the strategic investor and the shareholder of Genera proposes the subject decisions to be adopted in order to harmonize the corporate governance in Genera with the corporate governance of the group, to appoint its representatives into corporate bodies of Genera and also to align the provisions of the Company Constitution with the legal prerequisites.
- Ad.6
Eurovet Animal Health B.V. as the strategic investor and the shareholder which holds over 90% of voting rights in the General Meeting of Genera, proposes the decision on delisting of Genera's shares from the Zagreb Stock Exchange Inc. since the listing in the regulated market is not required any more.
In accordance with Article 279. of the Companies Act, all shareholders registered as the Company's shareholders with the depository of the Central Depository and Clearing Company Inc. at the beginning of the 21st day before the Extraordinary General Meeting and which in advance, at least 6 days before the day of Extraordinary General Meeting, file an application for participation at the Extraordinary General Meeting through registered mail or at the Company's seat. The given deadline does
not include the day on which the Extraordinary General Meeting will be held, i.e. the day on which the Company received the application.
The shareholders at the Extraordinary General Meeting can be represented by proxies based on a valid power-of-attorney issued by the shareholder, and if the shareholder is a legal person, by its authorized representative.
Each ordinary share gives a right to one vote at the Extraordinary General Meeting.
If the Extraordinary General Meeting could not be held due to absence of quorum set out in the Company Constitution, new Extraordinary General Meeting will be held at the same place on January 19, 2016, with the beginning at 12:00 hours.
Instructions on the Shareholders' rights:
VI.The shareholders who together own shares which constitute the twentieth part of the share capital of the Joint Stock Company can request that an additional subject is included in the Agenda and that is it announced in accordance with the Art. 278 of the Companies Act, such request must be submitted with the Company at least 30 days before the Extraordinary General Meeting, while this period does not include the day on which the request has been submitted with the Company.
The shareholders have the right to submit counterproposals to the decision proposals proposed by the shareholder Eurovet Animal Health B.V. relating to particular agenda item if the shareholder submits such counterproposal to the Company address stated in this announcement at least 14 days before the Extraordinary General Meeting, while this period does not include the day on which the request has been submitted with the Company. The counterproposal must contain the full name of the shareholder and must be explained in accordance with the Art. 282 of the Companies Act. In case the shareholder does not exercise this right, he shall not lose his right to make counterproposals at the Extraordinary General Meeting.
The shareholders have the right at the Extraordinary General Meeting to request information on Company's operations if it is necessary for the evaluation of agenda items, in accordance with the Art. 287 of the Companies Act.
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