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General meetings

The supreme body of the Company shall be the General Meeting of Shareholders

The General Meeting shall include all shareholders holding shares in the Company. They shall participate in the General Meeting in person or by proxy. The right to vote in the General Meeting shall be exercised by the persons entered into the registers of Central Depository AD as shareholders of the Company 14 (fourteen) days before the date of the General Meeting.

Calling the General Meeting

  1. The General Meeting shall be called by the Board of Directors. It may also be convened on the request of shareholders who hold shares representing at least 5% (five percent) of the capital of the Company.
  2. Should the request of the shareholders under the previous Paragraph owning at least 5 % (five percent) of the Company’s capital not be satisfied, or should the General Meeting not be held within three months from the making of the request, the competent court shall call a General Meeting, or shall give the power to the shareholders requesting the calling or their representative to call the Meeting.
  3. The calling shall be done by an invitation promulgated in the Company Register. The invitation shall be promulgated under the terms and procedure of POSA. The invitation for calling a General Meeting of Shareholders shall have contents meeting the requirements of the existing legislation and contain the express mentioning of the manner in which the General Meeting of Shareholders shall be held, and the manners in which the right to vote may be exercised for each particular General Meeting.
  4. The invitation for calling the Meeting, together with the materials for the General Meeting under Art. 224 of the Company Act, shall be sent to FSC and published on the Company’s web page before the legally defined deadlines and for the legally defined periods.
  5. In the cases under Art. 223a of the Company Act, the shareholders shall present the materials under Art. 223a, Para 4 of the Company Act to FSC and the Company on the next business day following the promulgation of the issues in the Company Register at the latest.
  6. To exercise the right to vote at the General Meeting, the shareholders who are natural persons and their representatives shall prove their identity by producing an identity document and a power of attorney with a notarial certification. The shareholders who are legal entities shall present a Certificate of Good Standing and an ID, as well as a power of attorney certified by notary, should the legal entity not be represented by its legal representative. Should the authorizing shareholder be a legal entity, the power of attorney shall be signed by the legal representative of the legal entity and be accompanied by a Certificate of Good Standing.

Representation in the General Meeting

  1. Each shareholder of the Company shall be entitled to authorize in writing any natural or legal person that shall represent them in the General Meeting by participating and voting in the General Meeting on behalf of the shareholder by complying with the requirements of the existing legal framework and in accordance with the requirements of the Company necessary for providing identification of the shareholders and their representatives.
  2. The written power of attorney for representation of a shareholder at the General Meeting shall be valid for a particular general meeting, be an express power of attorney certified by notary, and have the minimum content defined in accordance with the requirements of the existing legal framework.
  3. The authorization may also be executed via electronic means, and the Company shall provide at least one way of receiving powers of attorney via electronic means.
  4. Reauthorization with rights under Para. 2, as well as a power of attorney issued in breach of the rules under Para. 1 and Para. 2 shall be void.
  5. The Company shall not require to be presented with the powers of attorney under Para. 2 earlier than two business days prior to the day of the General Meeting. The Company shall inform the shareholders present at the General Meeting about the received powers of attorney upon the opening of the General Meeting.
  6. Should there be presented more than one powers of attorney under Para. 2 issued by the same shareholder, the one issued at the later date shall be valid.
  7. Should there be no written notification of the Company by a shareholder of a withdrawal of a power of attorney before the opening of the General Meeting, the power of attorney shall be valid.
  8. Should the shareholder be personally present at the General Meeting, the issued power of attorney for that Meeting shall be valid, unless the shareholder declares the contrary. For issues on the agenda that the shareholder votes personally, the respective right of the proxy shall be cancelled.
  9. A vote given in compliance with the terms of the power of attorney shall be valid regardless of a prior death or incapacitation of the authorizer, withdrawal of the power of attorney, of the powers by virtue of which it has been issued, or transfer of a share pertaining to which the vote was given, should the Company receive no written notification of this death, incapacitation, withdrawal of the power of attorney, or transfer of shares by the time announced for the holding of the Meeting.
  10. Should there be an amendment in the existing legal framework regarding the authorization and representation at the General Meeting of Shareholders by proxies, the requirements of the amended legal framework shall be applied regardless of the provisions in the Article herein.

Holding the General Meeting

  1. The General Meeting of the Company shall be held at its registered office at least once a year, and it shall elect a chairperson, a secretary of the meeting, and a teller/s. The Regular General Meeting of the Company shall be held by the end of the first half of the year after the end of the reporting year.
  2. The General Meeting of the Company may also be held via electronic means using one or more of the forms provided by POSA, as well as by combining physical presence at the meeting with one of those forms.
  3. The requirements of POSA being met, the right to vote at the General Meeting of Shareholders may also be exercised prior to the date of the General Meeting by correspondence using mail, including e-mail, courier, or another technically possible manner provided for in the Company's Rules on Voting by Proxy.
  4. The rules on voting via electronic means and by correspondence shall be adopted by the Board of Directors of the Company and shall be published at its web page.
  5. Regardless of the possibilities provided for in the Articles of Association herein, the Company represented by the Board of Directors shall define the manner of holding the General Meeting of Shareholders and the manner of exercising the right to vote for each separate General Meeting, and the respective information shall be presented to the shareholders and promulgated following the procedure set out in the law.

Quorum

The General Meeting shall be lawful and may take decisions if it is attended by or if in it are represented more than one half of the voting shares in the Company. The quorum shall be determined on the basis of the information about the number of shares in the Company in accordance with a list of the shareholders provided by Central Depository AD 14 (fourteen) days before the date of the General Meeting.
The decisions on adopting or amending the Articles of Association, on increase or reduction of capital or transformation or winding-up of the Company shall be adopted if at least half of the capital is represented at the General Meeting.
In the lack of a quorum, a new Meeting shall be scheduled within a month and it shall be lawful regardless of the capital represented to it. In any cases under the previous paragraph, a new Meeting may be scheduled no earlier than 14 (fourteen) days and it shall be lawful regardless of the capital represented to it. The date of the new Meeting may be indicated in the invitation to the first Meeting.

Competence of the General Meeting

The General Meeting shall:

  • Adopt and amend the Articles of Association of the Company;
  • Increase and reduce the capital of the Company;
  • Transform and wind up the Company;
  • Elect and release members of the Board of Directors and determine their remuneration and amount of their management guarantee, including their right to receive a part of the profit of the Company and to acquire shares in and bonds of the Company;
  • Appoint and release certified public accountants, respectively a specialized audit company;
  • Approve the Annual Financial Statements after certification by the appointed certified public accountant or specialized audit;
  • Take a decision about the distribution of the profit of the Company, filling the Reserve Fund and payment of dividends in accordance with the requirements of the law;
  • Take a decision to issue bonds of the Company;
  • Appoint liquidators in the event of winding up the Company except for cases of insolvency;
  • Release from responsibility the members of the Board of Directors;
  • Empower the persons managing or representing the Company to enter into transactions under Art. 114, para. 1 of the POSA;
  • Resolve other issues placed in its competence by law and/or the Articles of Association.

Decisions, voting and majority

The decisions of the General Meeting shall be taken by a simple majority of the represented shares with the exception of:

  • The decisions on adopting or amending the Articles of Association, on increase or reduction of capital, and on transformation and winding-up of the Company, which are taken with a majority of 2/3 (two thirds) of the capital represented at the General Meeting;
  • The decisions to authorize the persons managing and representing the Company to enter into transactions under Art. 114, para. 1 of the POSA in the cases of acquiring or disposing of fixed assets shall be taken by a majority of 3/4 (three-quarters) of the capital represented to the General Meeting and, in the other cases under Art. 114, para. 1 of the POSA, by a simple majority;
  • Any decisions for which the law or these Articles of Association provide for another majority.
  • Any decisions of the General Meeting shall enter into force immediately unless their effect be postponed with a decision of the General Meeting. 
  • Any decisions of the General Meeting concerning any amendments to the Articles of Association, increase or reduction in capital, transformation or winding up of the Company, election and release of members of the Board of Directors and appointment of liquidators shall enter into force after they have been entered into the Company Register. 
  • The General Meeting may not take decisions which have not been announced in accordance with the procedure provided for by law unless all shareholders or their representatives are present and no one objects to the issues raised being discussed.

Agria Group Holding AD publishes on its website information and material related to the convening and holding of upcoming General Meetings, as well as in connection with such meetings already held.
Convening is made by way of invitation promulgated in the Commercial Register at least 30 (thirty) days before the date of the Meeting. The invitation to convene the Meeting together with the materials for it is provided to the FSC and the regulated market where the shares of the Company are admitted to trading in the terms laid down in the legislation. The materials connected with the agenda of the meeting are provided and made available to the shareholders within the terms laid down in the legislation.

MATERIALS RELATED TO THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WAS HELD ON 29 SEPTEMBER 2020
Minutes of the General meeting Minutes of the General meeting Vote cast Vote cast Remuneration policy for the members of the BoD of Agria Group Holding AD Remuneration policy for the members of the BoD of Agria Group Holding AD
WRITTEN MATERIALS RELATED TO THE AGENDA OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WILL BE HELD ON 29 SEPTEMBER 2020
Agenda of the Ordinary General Meeting Agenda of the Ordinary General Meeting Materials Materials
MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WAS HELD ON 29 JULY 2020
Minutes of the General meeting Minutes of the General meeting Vote cast Vote cast
WRITTEN MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WILL BE HELD ON 29 JULY 2020     
Agenda of the Ordinary General Meeting Agenda of the Ordinary General Meeting Materials Materials Power of Attorney Power of Attorney
MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WAS HELD ON 19 JUNE 2019
Minutes of the General meeting Minutes of the General meeting Vote cast Vote cast
WRITTEN MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WILL BE HELD ON 19 JUNE 2019
Agenda of the Ordinary General Meeting Agenda of the Ordinary General Meeting Materials Materials Power of Attorney Power of Attorney
MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WAS HELD ON 25 JUNE 2018
Minutes of the General meeting Minutes of the General meeting Vote cast Vote cast
WRITTEN MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WILL BE HELD ON 25 JUNE 2018
Agenda of the Ordinary General Meeting Agenda of the Ordinary General Meeting Materials Materials Power of Attorney Power of Attorney
MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WAS HELD ON 27 JUNE 2017
Minutes of the General Meeting Minutes of the General Meeting Vote cast Vote cast
WRITTEN MATERIALS RELATED TO THE AGENDA OF THE REGULAR ANNUAL GENERAL MEETING OF SHAREHOLDERS OF AGRIA GROUP HOLDING AD, WHICH WILL BE HELD ON 27 JUNE 2017
Agenda of the Ordinary General Meeting Agenda of the Ordinary General Meeting Materials Materials Power of Attorney Power of Attorney Statute of the Audit Committee Statute of the Audit Committee