Invitation to the regular meeting of the Sojaprotein A.D. Bečej Assembly
On May 28th, 2014, pursuant to Article 28, Paragraph 3, Article 29 and Article 40, Paragraph 1, item 5 of the Statute of Sojaprotein, Joint Stock Company for Soybean Processing, Bečej, dated 29th June 2012, as well as pursuant to Article 365 of Company Law (Official Gazette of RS, No. 36/2011 and 99/2011), the Supervisory Board of Sojaprotein A.D. announces
AN INVITATION TO
THE REGULAR MEETING OF THE SOJAPROTEIN A.D. BEČEJ ASSEMBLY
1. Annual Assembly Meeting of the Sojaprotein Joint-Stock Company for Soybean Processing Bečej is scheduled to be held on June 30th, 2014 in the business premises of Sojaprotein AD in Bečej, 1 Industrijska Street, starting at 12:00 o'clock.
2. The following agenda is proposed for the Assembly Meeting of Sojaprotein A.D:
1. Election of Chairman of the Assembly, Determining a Vote Committee;
2. Adoption of the Minutes from the previous Shareholders' Assembly of Sojaprotein A.D.
3. Passing of the Decision on Accepting the:
• Report on Business Operations
• Financial statements of Sojaprotein AD Bečej for the business year 2013 and the Auditor's Report and adoption of Consolidated Financial Statements of Sojaprotein AD Bečej for the business year 2013
• Report of the Supervisory Board
4. Adoption of the Decision on Debt Coverage
5. Adoption of the Decision on the Appointment of Members of the Supervisory Board of Sojaprotein A.D. Bečej
6. Adoption of the Decision on Confirming the Decision of the Supervisory Board on Appointment of the Auditor for auditing financial statements of Sojaprotein A.D. Bečej for 2013 .
7. Adoption of the Decision on the Appointment of Auditor for auditing financial statements of
Sojaprotein A.D. Bečej for 2014
8. Submission of the report on Acquisition of Own Shares on the organized market;
9. Adoption of the Decision on Amendments and Supplements of the Statute of Sojaprotein A.D. Bečej
3. Shareholders who are registered in the uniform shareholder records of the Central Securities Registry on June 20th, 2014, i.e. ten days before the meeting takes place, shall be entitled to participate in the meeting. Capacity of a shareholder is determined based on the excerpt from the unique shareholders records of the Central Securities Registry.
4. Total number of voting shares at the Assembly meeting for all items on the agenda: 14,033,284 (total number of voting shares is 14,895,524, own shares do not have the right of vote and there are 862,240 of them). Decisions in items 1-8 of the agenda shall be passed based on simple majority of votes of present shareholders with the right of vote, while the decision in item 9 of the Agenda shall be passed by an absolute majority of shareholders with the right of vote.
5. Shareholders and proxies in possession of at least 14,894 shares shall be entitled to participate directly in the meeting and decision-making. Shareholders who individually have less than 14,894 shares, but jointly have more, can be entitled to vote and participate in decision-making of the Assembly by appointing a proxy.
6. Right of the shareholder to take part in the meeting, which is realized in person or via an authorized representative, includes:
a) Presence at the meeting - shareholders and their authorized representatives who take part in the meeting are identified by inspection of the personal ID card or another picture ID document; b) Proposal for supplement of the agenda - right of one or several shareholders who own at least 5% of voting shares, i.e. 701,665 shares, to submit to the Supervisory Board an elaborated written proposal for the supplement of the agenda with items to be debated and decided on, with the stating of information on the proposers no later than 20 days prior to the holding of the meeting c) Addressing the Supervisory Board members with questions - only those referring to the meeting agenda d) Vote on the issues which are part of the agenda
7. A shareholder may participate in the activities of the Assembly directly or via an authorized representative provided one owns more than 14,894 voting shares. Shareholders who individually have less than the specified number of shares, but jointly have more, may be entitled to vote and participate in decision-making of the Assembly by appointing a representative. General Director or Supervisory Board members, Executive Board members may not act as authorized representatives for shareholders employed in the Company and associated parties in the sense of the Company Law. Power of Attorney for representing in the Assembly Meeting is issued in writing and must contain: name and surname of the shareholder, personal identification number and shareholder's residence, if the shareholder is a residential natural entity, name and surname of the representative, i.e. business name, company ID number and registered address of the shareholder that is a domestic legal entity, name and surname of the representative with all information as applied for the shareholder, number, type and class of shares, for which the power of attorney is given. If a natural person is issuing the power of attorney for the vote, the latter does not need to be certified, but merely issued in writing. Power of Attorney may contain instructions or orders for realizing the right of vote and in that case the representative is obliged to act accordingly, and if the PoA does not contain instructions, the representative shall use the right of vote conscientiously and in the best interest of the shareholder. A representative is obliged to notify the shareholders who issued the PoA about the vote at the Assembly. Power of Attorney is issued to the representative and delivered to the headquarters of the Company no later than three days prior to the holding of the meeting. Power of Attorney for the vote may be given electronically. Power of Attorney issued electronically must be signed with an electronic signature pursuant to the law which regulates the electronic signature. Power of Attorney is issued for one Assembly, and it is valid for a repeated Assembly, which was postponed due to lack of quorum. Power of Attorney is delivered to the following address: "Sojaprotein" A.D. Bečej, ul. Industrijska br. 1, Bečej 21220 Form of the Power of Attorney is published together with this invitation and may be downloaded on the company's webpage (www.sojaprotein.rs)
8. Shareholder of the Company, who has the right of participation in the activities of the Assembly and has the right of vote on each issue voted on at the Assembly meeting, may realize this right by filling in and sending in the form for a vote in absence to the following address: "Sojaprotein" A.D. Bečej, Industrijska 1, Bečej 21220, which must be received by the Company at least two business days prior to the holding of the Assembly, i.e. by June 27th, 2014. In case the form for voting in absence is to be used by a representative or shareholder's proxy, please attach the Power of Attorney with the vote form, i.e. the excerpt from the competent registry. Form for voting in absence is published together with this Invitation and may be downloaded on the Company's webpage (www.sojaprotein.rs). Signature of the shareholder of the Company who is a natural person, i.e. of the person signing the voting form in the name of the shareholder, who is a natural person, must be certified by the competent authority. When the shareholder is a legal entity, signature of the authorized repetitive is not certified, but the form for the vote in absence must be certified with the legal entity's stamp. Each shareholder who voted in absence shall be considered present at the meeting and counted in the quorum when deciding on items from the agenda on which he/she voted. His/her vote is added to the votes of other shareholders who voted on the mentioned items of the agenda of the Company Assembly meeting. Votes of the shareholders who voted in absence shall not be taken into consideration for purposes of the quorum and majority for votes for those proposed decisions in which the shareholder may not vote pursuant to Company Law (exclusion of right of vote). Forms for vote in absence may be downloaded here: at the company webpage (www.sojaprotein.rs).
9. Shareholders' Assembly "Sojaprotein" Joint Stock Company for Soybean Processing, Bečej is scheduled with the announcement of this Invitation at the company webpage www.sojaprotein.rs, continuously up to the day of the holding of the Assembly, by publishing on the webpage of the Business Registers' Agency and on the webpage of the Belgrade Stock Exchange. Shareholders shall not be sent individual written invitations for the Assembly meeting, but are hereby invited to attend the meeting of the Company Assembly.
10. Shareholders may see the agenda with written materials in Bečej - in business premises of Sojaprotein A.D: Bečej, 1 Industrijska Street, and on the company web page www.sojaprotein.rs, starting from the day of publishing this Invitation. Documents may be viewed on a business day during business hours from 10 to 16.
11. This Invitation at the same time represents the Publication of information - Notice on the Scheduling of the Company Assembly Meeting, pursuant to Article 65, Paragraph 2, Item 1 of the Law on Capital Market.
PRESIDENT OF THE SUPERVISORY BOARD