BOSNALIJEK D.D. SARAJEVO BOSNALIJEK JSC
COMPANY ASSEMBLY
VOTING COMMITTEE
Ref. no. 2904/19
Date: August 01, 2019
REPORT BY VOTING COMMITTEE
FROM REPEATEDLY CONVOKED REGULAR ANNUAL ASSEMBLY OF
COMPANY BOSNALIJEK JSC, HELD ON 01/08/2019
- Pursuant to provisions of article 233 paragraphs (2), (3) and (4) of Law on Companies (FBiH Official Gazette, no. 81/15 - hereinafter: Law) and article 55 paragraphs (2) and (3) of applicable Statute of Bosnalijek jsc. (Consolidated text number: 2830/2017 dated September 18, 2017 - hereinafter: Company Statute) and Supervisory Board Decision on Repeated Convocation of Regular Annual Assembly of Company Bosnalijek jsc., no. 1998/19 dated June 29, 2019, and Information on Repeated Convocation of Regular Annual Assembly of Company Bosnalijek jsc., published in newspaper "Dnevni Avaz", issue from June 30, 2019 (hereinafter: Information), repeatedly convoked regular annual Assembly of Company Bosnalijek d.d. (hereinafter: Assembly)) was held on August 01, 2019, starting at 10:00 A.M., in Company premises at address: Jukićeva br. 53, Sarajevo.
- Pursuant to provisions of article 228 paragraph (3) of Law and article 44 paragraph (3) of Company Statute, in capacity of Chairperson, until election of President, the Assembly was chaired by Bojana Bošnjak - London (hereinafter: Chairperson), as present Attorney of shareholders of company HADEN S.A. Luxembourg, with the largest number of shares with right to vote (number of shares with right to vote: 2,345,055, i.e. percentage with right to vote: 25.9475% of the total number of shares), she announced the start of Assembly session at 10:00 A.M.
- Pursuant to theabove-mentioned Supervisory Board Decision number: 1998/19 dated June 29, 2019, establishing of quorum and voting results was carried out by Voting Committee composed of:
- Zlatan Pilipović, President
- Amer Ćosibegović, Member
- Elmedina Bojičić, Member
- The Voting Committee carried out its duties in accordance with provisions of article 229 paragraph (7) of Law, and article 63 paragraph (1) item (a) of Company Statute and article 25 paragraph (1) to (3) of Book of Rules on Shareholder Company Management.
- The Minutes of Assembly were kept by Bogdan Joković, Company Secretary.
- Aiming at establishing the existence of quorum needed for regular work anddecision-making of repeatedly convoked regular annual Company Assembly, which is determined by provisions of article 55 paragraph (4) of Company Statute, upon
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invitation by Chairperson, the Voting Committee President read the written report on results of shareholder representation, i.e. representation of shares with right to vote of those present at Assembly:
∙ | Total number of participants present at Assembly: | 19 |
Of that: | ||
- | Shareholders in person | 8 |
- | Attorneys / representatives of shareholders: | 11 |
- | Total number of shares directly represented by shareholders | 2,389,768 |
- | Total percentage of representation directly by shareholders | 26.4423 % |
- Total number of shares represented by means of attorneys
i.e. representatives | 4,085,406 |
- Total percentage of representation by means of attorneys
∙ | i.e. representatives | 45.2041 % |
Number of represented shares with right to vote: | 6,475,174 | |
∙ | Percentage of represented shares with right to vote: | 71.6464 % |
- The Voting Committee President submitted to the Chairperson the report which was read, after that, she established and proclaimed that the quorum existed which was necessary for regular work anddecision-making of repeatedly convoked regular annual Company Assembly, (the quorum is) established by provisions of article 55 paragraph (4) of Company Statute and at the same time she proclaimed regularity of Assembly convocation.
- After proclaiming existence of quorum and regularity of Assembly convocation, Chairperson invited present shareholders and attorneys, i.e. representatives of shareholders to propose candidates for election of Assembly working bodies as per 1stitem of the Agenda.
- As Assembly President, the Chairperson proposed herself:
- Bojana Bošnjak - London
- Shareholder attorney Mirsad Škaljić proposed as Assembly President as follows:
- Edin Dizdar
- Shareholder Halil Čengić proposed as Assembly President as follows:
- Bojana Bošnjak - London
- Shareholder Attorney Mirsad Škaljić proposed the following candidates as certifiers of Minutes:
- Ekrem Turajlić and Mirsad Škaljić
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- Shareholder Halil Čengić proposed himself as one of two certifiers of Minutes:
- Halil Čengić
- Considering that several candidates were proposed for Assembly working bodies, the Voting Committee distributed, to all present shareholders and attorneys, i.e. representatives of shareholders, the ballots to vote as per item 1 of the Agenda, on which it was necessary to write the name of candidate for Assembly President and two names of candidates for Minutes certifiers, for whom they vote, with remark that the ballot should be signed and inserted into ballot box number 1, otherwise it will be invalid.
- After the completion of voting, the Chairperson announced the break in the session, lasting20-30 minutes, after that the Voting Committee withdrew in separate official room to count submitted ballots and to establish the results of voting as per item 1 of the Agenda, without being disturbed.
- After the end of break and continuation of session, upon invitation by Chairperson, the Voting Committee President read the written report on voting results as per item 1 of the Agenda, as follows:
Item 1 of Agenda - Election of Assembly Working Bodies a) Election of Assembly President
NAME AND SURNAME OF CANDIDATE | NUMBER OF VOTES "FOR" | VOTES "FOR" | ||
FOR ASSEMBLY PRESIDENT | % | |||
1. EDIN DIZDAR | 3,326,912 | 51.3795 % | ||
2. BOJANA BOŠNJAK - LONDON | 2,461,003 | 38.0067 % | ||
b) Election of two certifiers of Assembly Minutes | ||||
NAME AND SURNAME OF CANDIDATES | NUMBER OF VOTES "FOR" | VOTES "FOR" % | ||
FOR TWO CERTIFIERS OF MINUTES | ||||
1. EKREM TURAJLIĆ | 3,330,071 | 51.4823 % | ||
2. MIRSAD ŠKALJIĆ | 5,780,279 | 89.2683 % | ||
3. HALIL ČENGIĆ | 2,457,844 | 37.9580 % | ||
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17. Based on the written report - which was read and submitted - on results of voting as per item 1 of the Agenda, the Chairperson established and proclaimed that the Assembly made Decision - by majority of votes - on Election of Assembly Working Bodies, according to it, the following candidates are elected for working bodies:
- As Assembly President the following person is elected: -Edin Dizdar
-
As two certifiers of Assembly Minutes the following persons are elected: -Mirsad Škaljić and
- Ekrem Turajlić
- The Chairperson invited Mr. Edin Dizdar to chair and manage further work of the Assembly, in the capacity of President.
- After introductory presentation, the Assembly President established and proclaimed that Assembly session, in accordance with Supervisory Board Decision dated June 29, 2019 and Information dated June 30, 2019, will continue as per established Agenda as follows:
- Election of Assembly working bodies
- Adoption of Company's Annual Business Report for 2018, with financial reports, independent auditor report and reports of Supervisory Board and Audit Board.
- Adoption of decision on allocation of profit and payment of dividend realized as per Company's
Annual Business Report for 2018- Election of external auditor for Bosnalijek jsc. financial report audit for 2019
- Voting on confidence to Supervisory Board members
- After the conclusion of discussion as per established Agenda, the Assembly President invited present shareholders and attorneys, i.e. representatives of shareholders to start voting by means of ballots that they were delivered on the occasion of registration at Voting Committee, and (he) announced that after completion of voting, he would announce a break lasting 30 minutes; during that time, the Voting Committee would withdraw to separate premises for undisturbed vote counting and preparing written preliminary report on voting results.
- After the completion of voting and vote counting, the Voting Committee prepared written preliminary report on voting results as per each item of established Agenda, based on which the Assembly President announced and established the following results:
ITEM 2 OF AGENDA
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The adoption of Company's Annual Business Report for 2018 with financial reports and independent auditor report and reports of Supervisory Board and Audit Board.
Total number | Number of | Number of votes | |
shares / | in % | ||
of ballots | |||
VOTING RESULTS | votes | ||
Total number of submitted ballots | 19 | 6,475,174 | 100 % |
Total number of non-submitted | 0 | 0 | 0 |
ballots | |||
Total number of votes "FOR" | 17 | 4,122,483 | 63.6660% |
Total number of votes "AGAINST" | 2 | 2,352,691 | 36.3340 % |
Total number of invalid ballots | 0 | 0 | 0% |
ITEM 3 OF AGENDA
The adoption of decision on allocation of profit and payment of dividend realized as per Company's Annual Business Report for 2018
VOTING RESULTS | Total number | Number of shares | Number of votes |
of ballots | / votes | in % | |
Total number of submitted ballots | 19 | 6,475,174 | 100 % |
Total number of non-submitted | 0 | 0 | 0% |
ballots | |||
Total number of votes "FOR" | 19 | 6,475,174 | 100 % |
Total number of votes "AGAINST" | 0 | 0 | 0% |
Total number of invalid ballots | 0 | 0 | 0% |
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ITEM 4 OF AGENDA
The election of external auditor for Bosnalijek jsc. financial report audit for 2019
VOTING RESULTS | Total number | Number of | |
shares / | Number of votes | ||
of ballots | |||
votes | in % | ||
Total number of submitted ballots | 19 | 6,475,174 | 100 % |
Total number of non-submitted | 0 | 0 | 0% |
ballots | |||
Total number of votes "FOR" | 17 | 4,122,483 | 63.6660% |
Total number of votes "AGAINST" | 2 | 2,352,691 | 36.3340 % |
Total number of invalid ballots | 0 | 0 | 0% |
ITEM 5 OF AGENDA
Voting on confidence to Supervisory Board members
Total number | Number of | Number of | |
VOTING RESULTS | of ballots | shares / votes | votes in % |
Total number of submitted ballots | 19 | 6,475,174 | 100 % |
Total number of non-submitted | 0 | 0 | 0% |
ballots | |||
Total number of invalid ballots | 0 | 0 | 0% |
Overview of individual voting results on confidence to Supervisory Board members
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NUMBER OF SHARES / VOTES | NUMBER OF VOTES IN % | |||
NAME AND SURNAME OF | ||||
SUPERVISORY BOARD | FOR | AGAINT | FOR | AGAINST |
MEMBERS | ||||
1. EDIN DIZDAR | 4,122,483 | 2,352,691 | 63.6660% | 36.3340% |
2. BERNADIN ALAGIĆ | 4,122,483 | 2,352,691 | 63.6660% | 36.3340 % |
3. MIRNA SIJERČIĆ | 4,122,483 | 2,352,691 | 63.6660% | 36.3340 % |
4. VEDAD TUZOVlĆ | 4,122,483 | 2,352,691 | 63.6660% | 36.3340 % |
5. NEDIM RIZVANOVIĆ | 4,122,483 | 2,352,691 | 63.6660% | 36.3340 % |
22. Based on established voting results, the Assembly President announced that repeatedly convoked regular annual Company Assembly, by majority of votes, made following decisions:
- Decision on Election of Assembly Working Bodies
- Decision on Adoption of Company's Annual Business Report for 2018 with financial reports, independent auditor report and reports of Supervisory Board and Audit Board.
- Decision on Allocation of Profit and Payment of Dividend Realized as per Company's Annual Business Report for 2018
- Decision on Election of External Auditor for Bosnalijek jsc. Financial Report Audit for 2019
- Decision on Confidence to Supervisory Board Members
23. The integral part of this Report consists of following documentation:
- Applications of shareholders and attorneys, i.e. representatives of shareholders for participation in work anddecision-making of repeatedly convoked regular annual Company Assembly scheduled for August 01, 2019.
- List of registered shareholders and attorneys, i.e. representatives of shareholders, who have regularly and timely applied for participation in work anddecision-making of repeatedly convoked
regular annual Company Assembly; the list is created on July 29, 2019
3) Power of Attorney for representation of shareholder issued for regular annual Company Assembly, which was scheduled for June 27, 2019 starting at 10:00 A.M. (with accompanying documents in enclosure);
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- Power of Attorney for representation of shareholder issued for repeatedly convoked regular annual Company Assembly scheduled for 01.08.2019 starting at 10:00 A.M. (with accompanying documents in enclosure);
- List of shareholders and attorneys, i.e. representatives of shareholders, who are present at repeatedly convoked regular annual Company Assembly, which is held on August 01, 2019 starting at 10:00 A.M.:
- Written report of Voting Committee on establishing, i.e. existence of quorum for regular work anddecision-making of repeatedly convoked regular annual Company Assembly, held on August 01, 2019 starting at 10:00 A.M.;
- Written preliminary report of Voting Committee on voting results as per each item of announced Agenda for repeatedly convoked regular annual Assembly held on August 01, 2019 starting at 10:00 A.M.;
- Ballots as per items 1 to 5 of announced Agenda for repeatedly convoked regular annual Company Assembly held on August 01, 2019 starting at 10:00 A.M.
Concluded with ordinal number 8.
VOTING COMMITTEE COMPOSED OF:
Zlatan Pilipović, President | (*signed) | (*stamp of: Bosnalijek, Pharmaceutical and Chemical |
Industry, Joint Stock Company, 1951) | ||
Amer Ćosibegović, Member | (*signed) | |
Elmedina Bojičić, Member | (*signed) |
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Bosnalijek dd Sarajevo published this content on 08 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 August 2019 09:59:03 UTC
