On the basis of Article 304 of the RS Company Law („Official Gazette RS no“ 127/08, 58/09, 100/11 and 67/13) and Articles 30 and 41 of the Articles of Association of AD „Banjalučka pivara“ Banja Luka, and Resolution of the Management Board of AD „Banjalučka pivara“ Banja Luka no 02-65/17 from 31st May 2017, Management Board of „Banjalučka pivara“ ad Banja Luka publishes
FOR XXV EXTRAORDINARY SHAREHOLDERS' ASSEMBLY SESSION OF AD „BANJALUČKA PIVARA“ BANJA LUKA
XXV EXTRAORDINARY SHAREHOLDER'S ASSEMBLY SESSION WILL BE HELD ON 19th June 2017, (MONDAY) BEGINNING AT 10:00 HOURS IN BANJA LUKA, AT Ul. SLATINSKA 8, IN MANAGEMENT BUILDING OF „BANJALUČKA PIVARA“.
1. The Election of the President of the Shareholders' assembly of the „Banjalučka pivara“ ad Banja Luka and
2. Consideration and adoption of the Resolution on squeeze out of the shares from the minority shareholders to the Buyer.
The absent shareholders can vote through the written statement of the voting. The voting statement should contain: name and surname of the shareholder, ID no., ID no. of the legal entity, full title of the Agenda point and statement whether votes “for” or “against” for the resolution proposal or is “sustained from the voting” with shareholder's signature, i.e. signature from the legal representative and with the shareholder's stamp (if shareholder is the business entity).
The voting statement as well as the power of attorney, which is given by the shareholder-natural person, should be verified by the authorized state body. The power of attorney can be granted to business capable adult nature or legal person.
Legal representative of the shareholders employed at the „Banjalučka pivara“ ad, cannot be Director, member of the Management Board and members of the Executive Board.
The power of attorney must contain following data: information on shares owner and legal representative (full name and surname, ID no or ID no of the legal entity and living address, i.e. registered seat address), information on number, type and category of the shares for which the power of attorney is given for, limitations of the authorization and duration of the power of the attorney.
Shareholder's registration by the Voting Commission will be performed in the period from 08:15 till 09:45 hours. All shareholders, that arrive after scheduled time, do not have the right for active participation at the Assembly.
The voting statement is delivered by the post to the address: Assembly „Banjalučka pivara“ ad Banja Luka (for Voting Commission), address Slatinska 8 or directly to the Protocol (Management Building-ground floor), latest till the deadline set for shareholder's registration.
The shareholders are notified that, in accordance with the Article 438 RS Company Law, ALTIMA UK VALUE INVESTMENTS LIMITED, with registered seat at the address Elian Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, Cayman Islands KY1-9007, adopted the resolution on squeeze out of the shares from the minority shareholders to the Buyer at the price of 1.60 BAM per share. ALTIMA UK VALUE INVESTMENTS LIMITED has subimited a request for convening of an extraordinary Shareholders' assembly session to the Management Board of „Banjalučka pivara“ ad Banja Luka for adopting a resolution on squezze out, which is the reason for convening the assembly.
Materials from the Agenda, as well as materials in accordance with the Article 438b of the RS Company Law, are available to the all shareholders in Company registered seat every working day from 8:00-16:00 hours, as well as on the website of „Banjalučka pivara“ ad Banja Luka: www.banjaluckapivara.com and on the website of „Banjalučka berza“: www. blberza.com.
The participation right and voting right at the Shareholder's Assembly is generated based on the report from the Republic of Srpska Central register of securities, which holds information on owners, number and nominal value of the shares status on Jun 9th June 2017.
In case the Assembly is not held at the scheduled time due to a lack of the quorum, repeated Assembly session is convened for the same day at 11:00 hours, at the same place and with the same Agenda.
No: 02-65-1/2017 MANAGEMENT BOARD
Date: 31st May 2017 PRESIDENT