ORDINARY GENERAL ASSEMBLY of the Company GENERA Inc.

Transcription

1 Pursuant to Article 277, par. 2 of the Companies Act, the Management Board of GENERA Inc., Kalinovica, Svetonedjeljska 2, Registration No. (MBS) , Personal Identification No. (OIB) , adopted at the meeting held on 10 April 2015 the decision to convoke the ORDINARY GENERAL ASSEMBLY of the Company GENERA Inc. I. The General Assembly of the company GENERA Inc. (hereinafter GENERA or the Company) is to be held on 28 May 2015 with commencement at 11:00 a.m. in the seat of the Company, Kalinovica (City of Sveta Nedelja), Svetonedeljska 2. The following agenda is determined for the General Assembly: A g e n d a: II. 1. Determining the number of present and represented shareholders, establishing quorum. 2. Annual financial statements of the Company for 2014 and the consolidated annual financial statements for 2014, Annual report of the Company's Management Board on the status of the Company in 2014 and the Consolidated report of the Company's Management Board for 2014, and the Report of the Company's Supervisory Board on the performed supervision of the management of the Company's business for Passing of the decision on the use of profit for Passing of the decision on the approval of work of the members of the Company's Management Board. 5. Passing of the decision on the approval of work of the members of the Company's Supervisory Board. 6. Passing of the decision on the election of the members of the Company's Supervisory Board. 7. Passing of the decision on the issue of the consent to the Management Board of the Company to acquire treasury shares of the Company. 8. Passing of the decision on the election of the auditor for Passing of the decision on the supplementation of the object of business and the amendment and supplementation of the Articles of Association of the Company. III. The Management Board and the Supervisory Board of the Company propose, and under items 6 and 7 the Supervisory Board only, for the following decisions to be passed: Item 2 of the agenda: The Annual financial statements of the Company for 2014 and the consolidated annual financial statements for 2014, the Annual Report of the Company's Management Board on the status of the Company in 2014 and the consolidated report of the Company's Management Board for 2014 as well as the Report of the Company's Supervisory Board on the performed supervision of the management of the Company's business for 2014 are hereby acknowledged. Item 3 of the agenda: The net profit of the Company from the business operations in 2014 amounts to HRK 11,366, The decision is passed to use part of the profit of the Company realized from the business operations in 2014 in the amount of HRK 10,392, for the coverage of the transferred loss from the preceding period, and part of the profit in the amount of HRK 48, for the creation of legal reserves of the Company. The remainder of the profit of the Company in the amount of HRK 925, after the coverage of transferred losses and the formation of legal reserves is transferred to retained profit. Item 4 of the agenda: Approval of work is given to the members of the Company's Management Board for the management of the Company's business in the business year Item 5 of the agenda: Approval of work is given to the members of the Company's Supervisory Board for the supervision of the management of the Company's business in the business year Item 6 of the agenda:

2 It is hereby determined that the mandate of the present members of the Supervisory Board, namely Ivan Majdak, Franjo Gregurić, Marcel Majsec and Mladen Vedriš ceases as of 29/07/2015. As members of the Supervisory Board for the new mandate period from 29/07/2015 to 29/07/2016 are elected: Ivan Majdak from Zagreb, Hercegovačka 109, date of birth: 19/01/1942, Identity Card No.: issued by the Zagreb Police Authority, Personal Identification No.(OIB): , occupation: doctor of veterinary medicine. Mr. Ivan Majdak is the Vice-Chairman of the Supervisory Board of the company Banka kovanica d.d. and member of the Supervisory Board of the company Koka d.d., and the member of the Supervisory Board of the company Agroproteinka d.d. Franjo Gregurić from Zagreb, Petrićev trg 2a, date of birth: 12/10/1939, Identity Card No.: issued by the Zagreb Police Authority, Personal Identification No.(OIB): , occupation: Doctor of Chemical Technology. Mr. Franjo Gregurić is the a member of the Supervisory Board of the company ELKA d.d. Marcel Majsec from Krapinske toplice, Antuna Mihanovića 10, date of birth: 29/10/1943, Identity Card No.: issued by the Zabok Police Authority, Personal Identification No.(OIB): , occupation: internal medicine specialist - cardiologist. Mr. Marcel Majsec is a member of the Management Board of the Magdalena Hospital. Mladen Vedriš from Zagreb, Trg Kralja Tomislava 8, date of birth: 29/12/1950, Identity Card No.: issued by the Zagreb Police Authority, Personal Identification No.(OIB): , occupation: economics expert and University professor. Item 7 of the agenda: The Management Board of the Company is given the authority to acquire on behalf of the Company the shares of the Company (treasury shares) constituting at most 10% (ten percent) of the share capital of the Company at the price that per share does not exceed 20% of the average market price for the share, in the course of five business days directly preceding the purchase date and at least at the price that is 20% lower than the average lowest price of the traded price in the last 5 trading days. When acquiring treasury shares, the Management Board of the Company is obliged to take account of the provisions of Art. 222a, para. 2 and Art. 233, para. 2 and 4 of the Companies Act. This authority is valid for 5 years as of the day of the General Assembly at which the decision on the issue of the authority for the acquisition of treasury shares is passed. Item 8 of the agenda: KPMG Croatia d.o.o., Zagreb, Eurotower, Ivana Lučića 2a/17 is hereby elected as the auditor of the Company for the business year Item 9 of the agenda: a) The object of business of the Company is supplemented with a new activity which reads: pharmacovigilance activity b) Article 4 of the Articles of Association is supplemented in the manner that after the wording sport recreation the following is added: pharmacovigilance activities. IV. Pursuant to Article 279 of the Companies Act, all shareholders registered as shareholders of the Company with the Depository of the Central Depository & Clearing Company at least twenty-one days prior to the session of the General Assembly of the Company and who announce their participation to the Company in advance, at the latest six days prior to the session of the General Assembly by registered mail or personally delivered to the Company's seat, may participate in the General Assembly of the Company. The said term excludes the day of the session of the General Assembly, i.e. the day the announcement is received by the Company. The shareholders may be represented at the General Assembly by proxies pursuant to valid written powers of attorney issued by the shareholders and if the shareholder is a legal entity, by the person authorised to represent this legal entity. Every ordinary share entitles to one vote at the General Assembly. V.

3 The materials for the General Assembly can be reviewed at the seat of the Company as of the publishing hereof in the Official Gazette of the Republic of Croatia until the session of the General Assembly of the Company from 09:00 a.m. to 1 p.m. VI If the General Assembly cannot be held due to lack of the quorum prescribed by the Article of Association of the Company, the new General Assembly shall be held at the same location on 17 September 2015 with commencement at 11 a.m. Instructions as to the shareholders' rights: VII Shareholders holding shares constituting the twentieth part of the share capital may request for an issue to be included in the agenda of the General Assembly and for this to be published as prescribed under Article 278 of the Companies Act and the request must be received by the Company at least 30 days prior to the day of the session of the General Assembly which term does not include the day the request is received by the Company. The shareholders are entitled to file counterproposals to the proposal of the decision provided by the Management or Supervisory Board under the items of the agenda if the shareholder at least 14 days prior to the day of the session of the General Assembly delivers such a counterproposal to the Company at the address indicated in this invitation, with the day of receipt of such a counterproposal is not included in the said term. The counterproposal has to indicate the name and surname of the shareholder and has to be elaborated in accordance to Art. 282 of the Companies Act. If the shareholder does not exercise this right this will not result in the loss of the right to file counterproposals at the General Assembly. The shareholders are entitled to submit the proposal on the election of the members of the Supervisory Board or the appointment of the auditor in the same manner. The shareholders are entitled to request at the General Assembly clarifications on the company's business should it be necessary for deciding on the issues on the agenda pursuant to Article 287 of the Companies Act. Available at the web site of the Company are: - invitation for the General Assembly and explanation on the proposed decisions of the agenda, - the total number of shares and voting rights at the time of passing the decision on the convocation of the General Assembly - the materials for the General Assembly. Instructions for participating in the General Assembly: VIII The registration for participating in the General Assembly has to contain the following data: name and surname, Personal Identification No. (OIB), residence and address of the shareholder, if a natural person, company name, seat and address of the shareholder, if a legal entity, total number of shares. Shareholders who are legal entities are obliged to enclose to their registration the excerpt from the court or another register with which the legal entity is registered, not older than 30 days, from which the authority to represent the signatory of the registration will be evident. If the registration is filed by the proxy of the shareholder, it has to contain the following data: name and surname, Personal Identification No. (OIB), residence and address of the shareholder proxy, if a natural person, company name, seat and address of the shareholder proxy, if a legal entity, total number of shares of all represented shareholders. To the registration filed by the proxy has to be enclosed the list of all the shareholders as well as the individual power of attorney for each shareholder, and if the shareholder is a legal entity also the excerpt from the court or another register with which the legal entity is registered, not older than 30 days, from which excerpt the authority to represent the signatory of the registration will be evident. The power of attorney for the registration of the participation and/or voting at the General Assembly has to contain:

4 data on the proxy (name and surname, Personal Identification No. (OIB), residence and address for natural persons, company name, Personal Identification No. (OIB), seat and address, for legal entities), data on the proxy (name and surname, Personal Identification No. (OIB), residence and address for natural persons, company name, Personal Identification No. (OIB), seat and address, for legal entities), authority for the filing of the registration and/or voting at the General Assembly, signature of the proxy giver i.e. legal representative if the proxy giver is a legal entity. Available at the web site of the Company are: - the form for the participation in the General Assembly of the Company, - the form of the power of attorney for the registration and/or voting at the General Assembly of the Company. The registration for participating in the General Assembly and the powers of attorney as well as all enclosures have to be in Croatian, and if in a foreign language certified translations by a court appointed translator have to be enclosed to them. For minors and persons who are incapable or limitedly capable of conducting business the registration is filed and are represented by the legal guardian who has to enclose the original or a copy of the document proving their status of legal guardian follows to the registration. It is advisable that on the day of the session of the General Assembly the shareholders and/or their proxies come at least one hour prior to the scheduled commencement of the General Assembly for the purpose of timely registration of participants and the preparation of the list of participates of the General Assembly. At the registration the shareholders and/or their proxies have to identify themselves with valid documents for the purpose of establishing their identity (identity card or passport), and for the purpose of establishing their function of shareholder proxy, as well as in order to establish their function of representative of a legal entity (power of attorney for representation at the General Assembly, excerpt from the court register for shareholders who are legal entities, not older than 30 days, if these documents were not enclosed to the registration for participating in the General Assembly). GENERA Inc. Marko Smetiško President of the Management Board Ana Hanžeković Member of the Management Board

5 EXPLANATION OF THE PROPOSALS OF THE DECISION OF THE GENERAL ASSEMBLY SCHEDULED FOR 28/05/2015 The session of the General Assembly of the company GENERA Inc. is scheduled for 28 May 2015 with the following established agenda: 1. Determining the number of present and represented shareholders, establishing quorum. 2. Annual financial statements of the Company for 2014 and the consolidated annual financial statements for 2014, Annual report of the Company's Management Board on the status of the Company in 2014 and the Consolidated report of the Company's Management Board for 2014, and the Report of the Company's Supervisory Board on the performed supervision of the management of the Company's business for Passing of the decision on the use of profit for Passing of the decision on the approval of work of the members of the Company's Management Board. 5. Passing of the decision on the approval of work of the members of the Company's Supervisory Board. 6. Passing of the decision on the election of the members of the Company's Supervisory Board. 7. Passing of the decision on the issue of the consent to the Management Board of the Company to acquire treasury shares of the Company. 8. Passing of the decision on the election of the auditor for Passing of the decision on the supplementation of the Articles of Association of the Company. Pursuant to the obligation prescribed by Article 277 of the Companies Act, the Company's Management Board convoked the General Assembly for the purpose of submitting to the General Assembly the financial and consolidated financial statements of the Company for the business year 2014, the report on the status of the Company and the consolidated statement for 2014 as well as the report of the Supervisory Board on the performed supervision of the management of the Company's business in Therefore under items 2 of the agenda the General Assembly of the Company shall acknowledge the financial and consolidated financial statements of the Company for the business year 2014, the Annual report of the Company s Management Board on the status of the Company in 2014 as well as the report of the Supervisory Board on the performed supervision of the management of the Company's business in Under Item 3 of the agenda is proposed the passing of the decision under which the realised profit of the Company from 2014 in the amount of HRK 10,392, is to be used for the coverage of the loss transferred from the preceding period and net part of the profit in the amount of HRK 48, for the creation of legal reserves of the Company. The remainder of the profit of the Company in the amount of HRK 925, after the coverage of transferred losses and the formation of legal reserves is transferred to retained profit. Under item 4 and 5 of the agenda is proposed the passing of the decision on the approval of work of the members of the Company's Management and Supervisory Board for their work in the preceding business year wherewith the legal obligation prescribed in Art. 276 of the Companies Act is fulfilled. Under item 6 of the agenda, taking account of the fact that the mandate of the current elected members of the Supervisory Board ceases on 29/07/2014, is proposed the passing of the decision on the re-election of the existing members of the Supervisory Board for the following mandate term, for whom it is considered that they shall perform this duty professionally and conscientiously in the following mandate. Under item 7 of the agenda, since the authority to the Management Board of the Company to acquire treasury shares was given under the decision of the General Assembly dated 29/06/2010 for a period of five years, a new passing of this decision on the issue of this authority for another period of five years, provided for by Art. 233, para. 1 of the Companies Act of the Company, was proposed. Under item 8 of the agenda is proposed the passing of the decision on the election of the auditor for the next business year, and the respectable audit company KPMG Croatia d.o.o. Zagreb, Eurotower Ivana Lučića 2a/17 is proposed. Under item 9 of the agenda is proposed to add to the object of business the activity of Pharmacovigilance and to enter the new activity in addition to the existing activities performed by the Company, as well as to amend and supplement the relevant provision of the Articles of Association of the Company under this amendment. GENERA Inc. Marko Smetiško President of the Management Board

6 Ana Hanžeković Member of the Management Board

7 GENERAL ASSEMBLY OF GENERA Inc. Registration for participating in the General Assembly (NAME AND SURNAME OR COMPANY NAME OF THE SHAREHOLDER / PROXY) (RESIDENCE/SEAT AND ADDRESS OF THE SHAREHOLDER / PROXY) (TOTAL NUMBER OF SHARES OF THE SHAREHOLDER / ALL SHAREHOLDERS REPRESENTED BY THE PROXY) (PERSONAL IDENTIFICATION NO. (OIB) OF THE SHAREHOLDER / PROXY) I hereby register my participation in the General Assembly of the company GENERA Inc., Kalinovica (City of Sveta Nedelja), Svetonedjeljska 2, to be held on 28 May 2015, with commencement at 11 a.m. in the seat of the company GENERA Inc., Kalinovica (City of Sveta Nedelja), Svetonedeljska 2. I am aware of the fact that I will be entitled to attend and vote at the General Assembly only if, apart from this registration, I am on records as a shareholder with the depository of the Central Depository & Clearing Company on 18 May Signature of shareholder / proxy Date NOTES: 1. If the registration is filed by a shareholder who is a legal entity they are obliged to also submit the excerpt from the court register which cannot be older than 30 days and from which the authority of the signatory of the registration to represent the legal entity shall be evident; 2. If the registration is filed on behalf of the shareholder to the registration has to enclosed the power of attorney issued by the shareholder for the filing of the registration, and if the proxy is a legal entity also the excerpt from the court register for the proxy issuer not older than 30 days, from which the authority of the signatory of the power of attorney to represent the legal entity shall be evident; 3. If proxy is filing the registration for several shareholders to the registrations has to be enclosed the power of attorney for the filing of the registration issued by each shareholder, and if the proxy issuer is a legal entity also the excerpts from the court register for each proxy issuer which excerpts cannot be older than 30 days and from which the authority of the signatory of the power of attorney to represent the legal entities shall be evident; 4. The registration has to be filed in the seat of the Company, Kalinovica (City of Sveta Nedelja), Svetonedeljska 2, Rakov Potok at the latest by 22 May 2015.

8 POWER OF ATTORNEY FOR PARTICIPATING AND VOTING AT THE GENERAL ASSEMBLY Name and surname of shareholder / company name of shareholder: Residence / seat and address: Telephone number and contact person: Total number of shares: _ Personal Identification No. (OIB): Prior to completing the below, please carefully read the below stated explanations and instructions on completing this form of power of attorney and the notice on the General Assembly. I hereby authorise: (name, surname, Personal Identification No. (OIB), residence and address or company name, Personal Identification No. (OIB), seat and address of proxy) as my/our proxy in my/our name and on my/our behalf: - to participate in the General Assembly of the company GENERA Inc. to be held on 28 May 2015 and to vote on all decision to passed at this General Assembly under the shares I hold. This power of attorney is also valid for the new session of the General Assembly should the General Assembly schedule for 28 May 2015 not be held. Signature Date Instructions and explanations for completing the form of the power of attorney: 1. If you wish to authorise a third party to participate and vote at the General Assembly please insert the data on the person you wish to authorise on the therefor designated line. The proxy does not have to be shareholder of GENERA Inc. 2. If the shareholder is a legal entity, the form of the power of attorney has to be certified by its seal and signed by the authorise representative, and to the power of attorney has to be enclosed the excerpt from the court register for the issuer of the power of attorney, not older than 30 days from which the authority to represent the signatory will be evident, 3. In case of several authorised person under the share/s, the power of attorney can be signed by a joint representative, 4. The Power of attorney for participating in the General Assembly and voting has to be submitted at the registration of the participants on the day of the session of the General Assembly, if it has not been submitted with the registration of the participation. POWER OF ATTORNEY FOR THE FILING OF REGISTRATION Name and surname of shareholder / company name of shareholder: Residence / seat and address: Telephone number and contact person: Total number of shares: _ Personal Identification No. (OIB): Prior to completing the below, please carefully read the below stated explanations and instructions on the completing this form of power of attorney and the notice on the General Assembly. I hereby authorise: (name, surname, Personal Identification No. (OIB), residence and address or company name, Personal Identification No. (OIB), seat and address of proxy) as my/our proxy in my/our name and on my/our behalf: - to file the registration for participating in the General Assembly of the company GENERA Inc. to be held on 28 May 2015 Signature Date Instructions and explanations for completing the form of the power of attorney: 1. If you wish to authorise a third party to file the registration for participating in the General Assembly of GENERA Inc. please insert the data on the person you wish to authorise on the therefor designated line. The proxy does not have to be shareholder of GENERA Inc. 2. If the shareholder is a legal entity, the form of the power of attorney has to be certified by its seal and signed by the authorise representative, and to the power of attorney has to be enclosed the excerpt from the court register for the issuer of the power of attorney, not older than 30 days from which the authority to represent the signatory will be evident, 3. In case of several authorised person under the share/s, the power of attorney can be signed by a joint representative. 4. The Power of attorney for the registration of the participation in the General Assembly has to be submitted with the registration at the seat of the Company, Svetonedjeljska 2, Kalinovica (City of Sveta Nedelja), Rakov Potok, Republic of Croatia until 22 May 2015.