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Organising the meeting of shareholders and the agenda

Shareholders meeting is called by management board. Notification of shareholders meeting should be sent in this way that adressee receives it at least one (1) week before the meeting taking into account the ordinary delivery. Therefore one should take into account the additional time for postal procedures. In the notification of shareholder meeting the agenda of the meeting must be presented. On the ordinary shareholder meeting such kind of issues as  fixing annual report, distribution of profit earned, extension of auditor’s term of office and election of management board are discussed.

This year we suggest add to agenda of shareholders meeting the overcome to the euro-based currency and possible decrease/increase of share capital and the alteration of articles of association respectively.

The person who calls the meeting shall prepare a draft of the resolution in respect to each item on the agenda unless the articles of association prescribe otherwise. It shall be possible to examine the drafts of the resolutions at least as of the notification about a meeting until the day of holding the meeting of shareholders unless otherwise provided by law.

A meeting of shareholders is competent to adopt resolutions if the represented votes represent over one-half of the shares unless the articles of association prescribe a greater representation requirement. A shareholder may participate in a meeting personally or through a representative, the availability of whose right of representation shall be certified by a document in a format which can be reproduced in writing. Cost of calling the shareholder’s meeting will be paid by the company.

A list of the shareholders participating in a meeting of shareholders shall be compiled at the meeting of shareholders, which shall set out their names, the number of votes arising from their shares and the way of participation in the meeting, and also the names of the representatives of shareholders. If the shareholder has voted prior to the meeting electronically or by mail, the list shall also specify the voting date. The list shall be signed by the chairman of the meeting and the recording secretary, and any shareholder or the shareholder’s representative who physically attended the meeting.

If the requirements of law or the articles of association are materially violated in calling a meeting of shareholders, the meeting of shareholders shall not have the right to adopt resolutions. Decisions made at such meeting are void. Except if all shareholders participate in or are represented at the meeting or unless the shareholders with respect to whom the procedure for calling the meeting was violated approve of the decisions.

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