With its headquarters in Podgorica, Ćemovsko polje bb
TIN: 02860864
Registration Number: 40009323
NOTIFICATION
By this occasion we notify You that pursuant to Articles 36-39,40 of the Companies Law and Article 10 of the Statute of the Novi duvanski kombinat joint stock company, and Decision of the Board of Directors on the convocation of the extraordinary assembly of the shareholders of the “Novi duvanski kombinat” joint stock company Podgorica adopted on June 28th 2018 Board of Directors convokes the extraordinary session of the Shareholders Assembly of the "Novi duvanski kombinat" joint stock company Podgorica (hereinafter referred to as: the Company) is convocated for 31st July 2018 at 11 hours at the premises of the Company, Ćemovsko polje bb, with the following
AGENDA
1. Introduction to the unique list of shareholders and the adoption of the working bodies of the Assembly,
2. Review and adoption of the Decision on the adoption of Appraisal 1 by auditor Ernst & Young,
3. Review and adoption of the Decision on conclusion of the Loan Agreement between the State of Montenegro - the Government of Montenegro, the Capital City of Podgorica and BMJ INDUSTRIES FZ - LLC,
4. Review and adoption of the Decision on conclusion of the Annex to the Capital increase Agreement between the State of Montenegro - the Government of Montenegro, the Capital City of Podgorica and BMJ INDUSTRIES FZ - LLC,
5. Review and adoption of the Decision on the conclusion of the Agreement on assignment of the Capital increase Agreement between the State of Montenegro - the Government of Montenegro, the Capital City of Podgorica, BMJ INDUSTRIES FZ - LLC and GRAND INTERLATIONAL,
6. Review and adoption of the Decision on the conclusion of the Shareholders Agreement,
7. Review and adoption of the Decision on Adoption of the Decision on Conversion of Claims into the share capital of the issuer "Novi Duvanski kombinat" AD Podgorica,
8. Review and adoption of the Decision on the conversion of debt into share capital,
9. Review and adoption of the Decision on the issuance of stocks based on the conversion of debt into share capital,
10. Review and adoption of the Decision on amendments to the Articles of Association of the Company,
11. Miscellaneous.
The shareholders of the "Novi duvanski kombinat" joint stock company Podgorica, the State of Montenegro - the Government of Montenegro and the Capital City, whose total number of shares amounts to 6803364 (100% ownership), out of which in the ownership of Capital City – Podgorica 2046495 shares (30,08%), and in the ownership of State of Montenegro – Government of Montenegro 4756869, (69,92%), with each share being entitled to one vote (ordinary shares) are hereby informed that the material for the extraordinary assembly of Shareholders will be available to shareholders, within the legal deadline in the business premises of the Company, Ćemovsko polje bb, in Podgorica, every working day from 9 am to 2 pm, It shall be deemed that there is a quorum for holding the extraordinary assembly exists, if the extraordinary meeting is attended by shareholders who own at least half of the total number of shares with voting right, who are present personally, represented by the proxy or voted through the ballot papers. The extraordinary assembly of Shareholders shall make decisions by a law prescribed by a majority of the votes of the present, represented shareholders or by ballots, taking into account the prescribed rules for determining the quorum and limiting the voting of individual shareholders.
The power of attorney to the Extraordinary Assembly of shareholders must be certified in accordance with the Law. The form of power of attorney and the voting card may be taken over by the shareholders in the business premises of the Company, Ćemovsko polje bb, in Podgorica, every working day from 9 am to 2 pm.
In order to better organize the work of the Assembly, persons wishing to attend the session as well as the legal representatives or proxies of the shareholders, are kindly asked to apply at least two working days before the Assembly for the record and identification, at the headquarters of the Company.
President of the Board of Directors
Abdulsalam Murad Juwaied Alganahi