Na osnovu člana 40 Zakona o privrednim društvima („Sl.list RCG“ br. 6/2002., „Sl.list CG“ br.17/07, 80/08, 40/10 i 36/11) i člana 45, stav 1, tačka 2 Statuta Crnogorskog elektroprenosnog sistema AD, Odbor direktora Societies call
Seventh EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
Montenegrin Transmission System AD
Shareholders assembly will be held 31.12.2018. years in business premises of CGES 18 St. Petar Cetinjski Boulevard starting at 09:00 hours with the prior registration of shareholders, which will begin one hour earlier.
For Seventh extraordinary Shareholders' Meeting, it was established Next
Daily red:
1. Draft decision on to pay dividends from retained earnings to shareholders Montenegrin Electricity Transmission System AD;
2. Proposal for a decision on the approval of the repurchase of shares from shareholders who voted against the decision on the pledging of CGES's assets /dissenting shareholders/.
Decision under the point Item 1 of the agenda brings to see by a majority of 77% of the Company's total voting shares.
Decisions under item 2 of the agenda are made by a majority vote of those present or represented. of shareholders holding at least 50% + 1 of the total number of shares of the Company.
Material for Seventh Extraordinary General Meeting of Shareholders...will be made available for inspection to shareholders at the CGES's business premises – Podgorica, 18 Bulevar Svetog Petra Cetinjskog.
Insight into the material for Seventh extraordinary Shareholders' Meeting, can be carried out on any working day between 9:00 and 15:00, starting from 11 December 2018.
Written statements from shareholders on individual agenda items may be submitted to the address: Crnogorski elektroprenosni sistem AD – Bulevar Sv. Petra Cetinjskog no. 18 – Podgorica (for the Shareholders' Meeting).
Shareholders are to be informed and registered to participate in the General Meeting by telephone.number: 020/407-604.
Identification of shareholders at the General Meeting They will be carried out using personal identity documents, and for a proxy, by means of a power of attorney and personal identity documents. The power of attorney must be certified in accordance with the law (at the basic court or by a notary).
Notice of Convocation Seventh Extraordinary General Meeting of Shareholders, proxy forms and ballot papers will be available on the Society's website: www.cges.me
Vesna Bracanović, MSc Econ.
Draft Resolutions to be Considered at the General Meeting of Shareholders
D E C I S I O N
to pay dividends to shareholders from retained earnings
1. Undistributed profit of Montenegro's Electric Transmission System AD from previous years as at 31.12.2017, amounts 28.712.518,66 euros.
2. Part of the unallocated profit from point 1 of this decision in a gross amount of 16.249.795,09 euros to pay as a dividend to the Company's shareholders.
3. The dividend will be paid in cash.
4. The gross dividend per share is 0,111165292 euros, and the net worth, after the deduction of corporation tax, amounts to per share 0,101160416 euros
5. The Chief Executive Officer, the Economic Affairs Sector and the Financial Affairs, Planning and Investor Relations Sector are responsible for implementing this decision.
6. This decision comes into force on the day of its adoption.
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D E C I S I O N
o approval for the repurchase of shares from dissenting shareholders
1. Approved that Montenegro's Electric Power Transmission System AD (CGES) repurchase the shares of dissenting shareholders who voted against the decision to pledge CGES's assets at the 6th Extraordinary General Meeting of Shareholders, held on 31 October 2018.who have fulfilled all the prior conditions for the share buy-out prescribed by Article 32a of the Law on Commercial Companies.
2. The share buy-back will be carried out when and if the conditions for it are met, that is, after all proceedings to determine the existence of any market abuse, as well as any other potential proceedings before the competent authorities.
3. The Executive Director is authorised and instructed to take all necessary steps to implement this decision.
4. This decision comes into force on the day of its adoption.
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