Pursuant to Article 40 of the Companies Act (Official Gazette of the Republic of Montenegro no. 6/2002, Official Gazette of Montenegro no. 17/07, 80/08, 40/10 and 36/11) and Article 45 paragraph 1 item 2 of the By-Laws of Crnogorski elektroprenosni sistem AD, the Company Board of Directors hereby convenes
VII EXTRAORDINARY SHAREHOLDERS ASSEMBLY OF
CRNOGORSKI ELEKTROPRENOSNI SISTEM AD
The Shareholders Assembly will be held on 31 December 2018 at 09:00 h in CGES’ premises at Bulevar Svetog Petra Cetinjskog no. 18, following registration of shareholders which will take place one hour early.
The following Agenda has been determined for VII Extraordinary Shareholders Assembly:
AGENDA
1. Draft Decision on dividend disbursement from the retained profit to the shareholders of Crnogorski elektroprenosni sistem AD;
2. Draft Decision approving a share buyback from the shareholders that voted against decision on CGES pledged assets/dissenting shareholders.
Decision referred to in agenda item 1 shall be adopted by a majority vote of 77% of the total Company’s voting right shares. Decision under agenda item 2 shall be adopted by a majority vote of the present or represented shareholders of the quorum consisting of at least ½ (50%) + 1 of the total Company’s shares.
The material for VII Extraordinary Shareholders Assembly will be made available to the shareholders at CGES’ premises at the address Bulevar Svetog Petra Cetinjskog no. 18 Podgorica. The material for VII Extraordinary Shareholders Assembly will be available from 11 December 2018 every working day between 9:00 h and 15:00 h.
Written shareholders’ statements on specific agenda items may be submitted at the following address: Crnogorski elektroprenosni sistem AD – Bulevar Sv. Petra Cetinjskog no. 18 (for Shareholders Assembly).
The shareholders may get information and apply for participation in the Shareholders Assembly by calling at 020/407-604.
Shareholders will be identified at the Assembly after presenting an identity document, and proxies will be identified after presenting certified power of attorney and identity document. The power of attorney must be certified in accordance with law (by basic court or notary).
Notice of convocation of VII Extraordinary Shareholders Assembly, templates of power of attorney and voting ballots will be available at the Company’s website: www.cges.me.
CHAIRWOMAN OF THE BOARD
Vesna Bracanović, BEcon
DRAFT DECISIONS FOR DISCUSSION AT SHAREHOLDERS ASSEMBLY
DECISION
on dividend disbursement from the retained profit to shareholders
1. The retained profit of Crnogorski elektroprenosni sistem AD from the previous years as at 31 December 2017 amounts to 28,712,518.66 euro.
2. A portion of the retained profit referred to in item 1 of this Decision in the gross amount of 16,249,795.09 euro shall be disbursed as dividend to the shareholders of the Company.
3. The dividend shall be paid in cash.
4. The gross value of dividend per share amounts to 0.111165292 euro, and net value after deducting income tax per share amounts to 0.101160416 euro.
5. Executive Director, Economic Department and Department for financial planning control and investor relations have been authorized to implement this Decision.
6. This Decision shall enter into force on the day of its adoption.
DECISION
approving a share buyback from dissenting shareholders
1. Crnogorski elektroprenosni sistem AD system has been allowed to buy back the shares from dissenting shareholders who voted against the Decision on pledging CGES assets at the VI Extraordinary Shareholders Assembly, held on 31 October 2018, and that met all the preconditions for the share repurchase, as laid down by Article 32a of the Companies Act.
2. Buyback of shares will be executed once and if the conditions are met for them to be bought back, that is, after all the processes of determining the existence of possible market abuse, as well as all other potential processes before the competent authorities, are completed.
3. Executive Director has been authorized and entrusted to take all necessary actions to implement this Decision.
4. This Decision shall enter into force on the day of its adoption.
punomoćje.doc
glasački listić.pdf