Based on Article 383,385 and 387 under the Company Law and Article 60 of the Statute of the Company for International and Local Forwarding with Public and Bonded Warehouses FERSPED AD Skopje, the Managing Board of the company
ANNOUNCES
CALL
To Shareholders for participation in the Extraordinary Session of Shareholder’s Assembly of FERSPED AD Skopje
The Extraordinary Session of the Assembly will be held on 10.01.2014 (Friday) beginning at 11 a.m in the premises of “ Metropol” hotel in Dolno Konjsko n/n Ohrid.
For the work of the Extraordinary Session of the Assembly the following:
PROPOSAL AGENDA
Is suggested
I. PROCEDURAL PART
Opening of the Assembly
Election of working bodies:
- Election of Chairman of the Assembly
- Minutes keeper (as per Article 383 paragraph 3 of the Company Law the Minutes is kept by Public Notary)
- Election of vote counters.
II. WORKING PART
Confirming the Agenda from the working part.
Adopting the Minutes from the previous session of the Shareholder’s Assembly.
Adopting a Decision for Recall of the members of the Supervisory Board of FERSPED AD Skopje.
Adopting a Decision for election of members of the Supervisory Board of FERSPED AD Skopje and setting the remuneration for the members of the Supervisory Board.
Adopting a Decision for Dividend Payout from the accumulated undistributed profit through setting the Dividend Calendar.
6. Adopting a Decision for change of the Company’s Statute.
The total number of shares in FERSPED AD Skopje is 18.113 out of which:
18.113 ordinary shares
The total number of shares and voting privileges that arise from the shares with voting privilege on the day of announcement of the public Call is 17.795.
The shareholders are hereby summoned to register their participation in the Extraordinary Session of the Assembly.
Each shareholder intending to participate in the Extraordinary Session of the Assembly of the Company is obliged to register his/her participation in the Assembly (Announcement of participation in the Extraordinary Session of the Assembly) latest by the beginning of the Extraordinary Session of the scheduled Assembly.
The applications shall be sent to FERSPED AD Skopje–Managing Board of the Company, or via e-mail to m.simonoski@fersped.com.mk.
The Extraordinary Session of the General Assembly shall decide only upon issues that are properly listed on the Agenda, in accordance with the Statute of the Company and the Company Law.
The voting under the points of the Agenda will be public, according to the Company’s statute.
Each shareholder may authorize his/her representative with written Power of Attorney with the obligation to notify the company in writing or by e-mail. If a shareholder fails to notify the company for the given power of attorney, it will be considered that he/she has not given the power of attorney.
As Empowered representatives at the Extraordinary Assembly may be appointed persons who have conflicts of interests, but only if such conflicts were previously revealed before the shareholders and they were given precise instructions to vote in writing by the shareholders that have appointed them as their empowered representatives, for each of the proposed decisions for voting under the Agenda at the Extraordinary Session of the Assembly for which their Power of Attorney is valid.
Information about sending the notifications on the Powers of Attorney and the voting forms through empowered representative are available on the official web-site of the Company www.fersped.com.mk. The Shareholder may also use other types of forms for giving empowerment in written.
According to the Company Law, the shareholders who own at least 5% of the total number of voting shares, separately or together, have the right to submit proposals for supplementing the Agenda by submitting a request for including new points if they provide the supporting explanation for the proposed points supplementing the Agenda or if they propose decisions as per the suggested points.
The shareholders may send proposals for including new points in the Agenda and proposals for decisions latest within 8(eight) days from announcement of this Call in a daily newspaper, while more detailed information regarding the procedure of sending proposals can be found on the official web-site of the Company www.fersped.com.mk.
If new members of the Supervisory Board are to be elected, the details of the proposed candidates for new members of the Supervisory Board shall be sent to the shareholders no later than 7 days prior to their election at the Assembly.
Each shareholder is entitled to questions relating to each of the points on the Agenda at the Extraordinary Session of the Assembly. The questions should be sent not later than 10 days prior to the holding of the Extraordinary Session of the Assembly, while the questions that will be submitted later than the set deadline shall not be considered. The answer to the questions shall be provided at the Session of the Assembly or on the web-site of the Company under “questions and answers”.
The material for the Extraordinary Session of the Company’s Assembly and the additional information will be announced according to the Company Law and will be made available to the shareholders as of the day of announcement of this Call, throughout all working days in the main offices of the Company at 11a Makedonija str.in Skopje and on the Company’s web-site www.fersped.com.mk
No. 02- 965/2 MANAGING BOARD OF THE COMPANYО
17.12.2013