Ordinary shareholders - Crnogorski elektroprenosni sistem AD

ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD:

V ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

IV ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

III ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

II ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

I ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

Each physical or legal entity which owns at least one share issued by CGES (Company) is a shareholder of CGES. According to the By-Laws of the Company, each shareholder bears the risk of Company’s operations up to the value of shares it owns, but also has property and non-property rights, such as:

· right to profit in form of dividend

· right to attend to every Shareholders Assembly

· right to vote about any issues, except issues for which the Law od By-Laws specify differently;

as also other ownership rights determined by the Law od By-Laws.

The Shareholders Assembly is the highest body of the Company, under which exclusive competence is the following:

· adopts the By-Laws of the Company and performs its amendments;

· elects and discharges members of the Board of Directors;

· elects and discharges the auditor of the Company;

· appoints and discharges the liquidator of the Company;

· adopts decisions on disposal of Company’s assets (acquisition, sale, lease, replacement, obtaining or other way of disposal) whose value is higher than 10% of the carrying amount of the Company’s assets (high value property);

· adopts the decision on issue of bonds, options or other securities, i.e. instruments allowing the right to register and/or right of ownership on shares in the Company or any other entity it controls, i.e. on assignment of right to purchase shares in the Company or any other entity it controls;

· adopts the decision on distribution of profit (dividends), reserves or assets of the Company to shareholders or on dividend policy, or purchase of equity securities of the company and coverage of losses;

· adopts the decision on increase, i.e. decrease of Company’s equity and replacement of shares of one class with shares of another class;

· adopts the annual financial statement and operating statement of the Company;

· adopts the decision on foundation of new companies whose founding capital is higher than 1% of the total Company’s capital;

· adopts the decision on restructuring of the Company;

· adopts the decision on voluntary liquidation of the Company or submission of request for initiating of bankruptcy procedure or initiating some other procedure pursuant to the law regulating the bankruptcy procedure;

· decides about the remuneration policy and remunerations to members of the Board of Directors;

· decides about limiting or annulling the right of preemption of shareholders to register shares or purchase replaceable bonds;

· approves signing of contracts related to the purchase of property from the founder or major shareholder of the Company, in cases when the disbursement exceeds 10% of the carrying amount of Company’s assets;

· disposes of Company’s operations or any other part of Company’s operations, or in any other way disposes of any part of the Company, or establishes security over any part of Company’s assets, which exceeds 10% of the Company’s assets, or any other entity controlled by the Company, as shown in the current balance sheet of the Company, i.e. entity controlled by the Company, confirmed by the auditor (as it can be the case);

· adopts investment decision of value over 10% of the carrying amount of Company’s assets;

· decides about delisting of Company’s shares from the stock exchange;

· upon request of the Board of Director, contemplates issues from its competence referring to operations of the Company.

Ordinary Shareholders Assembly is an assembly convoked once a year, not later than three months after completion of the financial year, and it should be held at latest six months after completion of the financial year.

Quorum for holding of ordinary Shareholders Assembly is made of shareholders which own at least ½ (50%) +1 of total number of shares with right to vote, and which attend personally or are represented by proxies, except in cases when is requested another quorum by the Law or this By-Laws, and without impact on the voting majority necessary for the Assembly to adopt certain decisions, set by the Law and this By-Laws.

Extraordinary Shareholders Assembly is any assembly, except the regular annual Shareholders Assembly.