Number: GD-359/2023

Date: 30.05.2023.

e-mail:kabinet@antb.rs

www.antb.rs

Aerodrom Beograd 47,The Republic of Serbia

SITA: BEGOWXХ

Company reg.no.: 07036540

TIN: 100000539

Pursuant to Article 335 and 365 of the Company Law ("Official Gazette of the Republic of Serbia", No. 36/2011, 99/2011, 83/2014 - other law, 5/2015, 44/2018, 95/2018, 91/2019 and 109/2021), Article 95 of the Law on the Capital Market ("Official Gazette of the Republic of Serbia",129/2021), and the Decision of the Supervisory Board number: DNO-55/2023 of 30th May 2023, JSC AIRPORT NIKOLA TESLA BELGRADE, 47 Aerodrom Beograd, Belgrade-Surcin Municipality, Republic of Serbia, Company Reg. No: 07036540 (hereinafter: the Company), on 30th May 2023, the following is hereby announced:

INVITATION

for the 32nd regular Assembly General Meeting

JSC AIRPORT NIKOLA TESLA BELGRADE

1. Time and place of the regular Assembly General Meeting

The regular Company's Assembly General Meeting will be held on 30th June 2023, at 12 pm, in Belgrade, Republic of Serbia, BLUE CENTER Building in Novi Beograd Municipality, 3 Spanskih Boraca Street, 5th floor, entrance B3.

2. Agenda

The following has been set:

AGENDA

  1. Determining the quorum, naming the Minute Taker and the voting committee;
  2. Voting on the adoption of the Minutes (number: GD-824/2022 dated 2nd December 2022) from the 31st extraordinary Assembly General Meeting of JSC Airport Nikola Tesla Belgrade, held on 25th November 2022;
  3. Information on business policy and business plan for the year 2023;
  4. Adoption of the Annual Financial Report of JSC Airport Nikola Tesla Airport Belgrade for the year 2022;
  5. Adoption of the Independent Auditor's Report relating to the Annual Financial
    Report of JSC Airport Nikola Tesla Belgrade for the year 2022:
  6. Adoption of the Annual Business Report of JSC Airport Nikola Tesla Belgrade for the year 2022;
  1. Adoption of the Decision on profit distribution of JSC Airport Nikola Tesla Belgrade for 2022;
  2. Adoption of the Business Activity Report of the Supervisory Board of JSC Airport Nikola Tesla Belgrade;
  3. Adoption of the Compensation Report for the members of the Supervisory Board, members of the Supervisory Board Committees and members of the Executive Board of JSC Airport Nikola Tesla Belgrade with the Independent Auditor's Report relating to the Compensation Report;
  4. Appointment of Supervisory Board Members of JSC Airport Nikola Tesla Belgrade.

Total number of issued shares of the Company on the day of this Invitation is 35,026,129 ordinary shares.

Considering that 55,320 of own shares do not provide the voting right, 34,970,809 of ordinary shares have the voting right on all items of the proposed Agenda at the Assembly General Meeting.

Decisions under items 1), 2), 3), 4), 5), 6), 7), 8), 9) and 10) of the Agenda are made by the simple majority of votes of the present shareholders with voting rights.

The quorum for the Assembly General Meeting is the simple majority calculated in relation to the total number of votes with voting right on the subject matter.

While determining the quorum, 55,320 of own shares are not taken into account and do not provide the voting right.

3. Collection of the material for the General Meeting

The General Meeting material can be collected personally at the address BLUE CENTER Building in Novi Beograd Municipality, 3 Spanskih Boraca Street, 5th floor, entrance B3, every working day from 8 am to 3 pm or on the Internet page of the Company, via this link: www.antb.rs.

4. Shareholder's Day

All Company's shareholders hold the right to participate in the work of the Company's Assembly General Meeting on the tenth day before the day of holding the General Meeting (Shareholder's Day) and according to the list of shareholders determined on the basis of the excerpt from the unique shareholder's records of the Central Securities Depository and Clearing House.

Shareholder's Day is on 20th June 2023

The shareholders may see the shareholders' list at the following address BLUE CENTER Building, 3 Spanskih Boraca Street, 5th floor, entrance B3, Novi Beograd Municipality, Republic of Serbia, starting with the next working day from the

Shareholder's Day until the working day preceding the day of the Assembly General Meeting, in the period from 7 am to 3 pm.

The shareholder's rights regarding the participation in the work of the Assembly are set out in item 5 of this Invitation.

5. Legal instruction on shareholder's rights regarding the participation in the work of the Company Assembly

A shareholder has the following rights regarding the participation in the work of the Company Assembly:

  1. Participation in the Company's General Meetings

A shareholder who owns at least 0.1% of the total number of ordinary shares, i.e. 35,026 shares, has the right to personally participate in the work of the Assembly, which includes:

  1. right of a shareholder to vote on matters his class of shares has the right to vote;
  2. right to participate in discussions on matters at the Assembly Agenda, including the right to submit proposals, ask questions relating to the Assembly Agenda and receiveanswers, in accordance with the Articles of Association and the Rules of Procedure ofthe Assembly.

Shareholders who do not own the prescribed minimum number of shares for personal participation described in the previous paragraph can unite in order to reach the number of sharesdescribed in the previous paragraph and thus participate in the work of the Assembly acquiring the right to vote at the Assembly, through a mutual representative - the proxy.

  1. Proposing amendments to the Agenda

One or more shareholders who own at least 5% of voting shares, i.e. 1,751,306 shares may propose to the Company's Supervisory Board the following:

  1. additional Agenda items for discussion at the Assembly General Meeting, provided that theproposal has been reasoned;
  2. additional Agenda items on which the Assembly should make decisions, provided that the proposal has been reasoned and the text of such decisions submitted;
  3. different decisions on the existing Agenda items, provided that the proposal has been reasonedand the text of such decisions submitted.

Such a proposal is given in writing, stating the data on the applicants, and it can be delivered to the Company no later than twenty days before the day of the regular Assembly General Meeting.

Data on the applicant must include (1) name and surname if the shareholder is a natural person,

i.e. business name if the shareholder is a legal entity, (2) UIN, if the shareholder is a natural person, i.e. company registration number if the shareholder is a legal entity,

(3) type of shares and number of shares they own.

The Company is obliged to publish the proposal from paragraph 1 of this section on the Internet page of the Company no later than the next working day from the day of the proposal receipt.

If the Supervisory Board of the Company accepts the proposal from paragraph 1 of this section, the Company is obliged to deliver the new Agenda and decision proposals without delay to the

shareholders holding the voting right to participate in the work of the assembly, in the manner prescribed in Article 335 of the Company Law.

If the Supervisory Board does not accept a duly delivered proposal for the amendment of the Agenda within 3 days from the day of receipt, the applicant has the right to request from the competent court, within the next 3 days and in an extra-judicial proceedings, to order the Company to include the proposed items to be set out in the Assembly Agenda.

The court determines new items on the Agenda by the decision that approves the request from the previous paragraph of this article and delivers that decision to the Company immediately and no later than the next working day. The Company is then obliged to deliver that decision without delay to the shareholders holding the right to participate in the work of the assembly, in the manner prescribed in Article 335 of the Company Law.

The court may decide, depending on the circumstances, that the Company must publish the decision from paragraph 6 of this section at its own expense in at least one high-circulation newspaper distributed throughout the whole territory of the Republic of Serbia.

If the new Agenda items include the proposal for certain decisions that are to be accepted, the decision of the court from paragraph 6 of this section must include the text the stated decisions.

The proceeding from paragraph 5 of this section is urgent and the court is obliged to make a decision upon the request and within eight days from the day of the receipt of the request.

An appeal against the decision from paragraph 6 of this section shall not affect the execution of the decision.

  1. Voting through a proxy

A shareholder can authorise a person via power of attorney to participate in the work of the Assembly on his/her behalf and grant him/her the right to vote at the Company's Assembly General Meeting on his/her behalf. The proxy holds the same rights regarding participation in the work of the General Meeting as the shareholder who authorised him/her.

The power of attorney is given exclusively on power of attorney form which is included in this invitation, making its integral part, and it is not transferable.

Shareholders deliver the filled in power of attorney to the Company personally or by post mail to the address BLUE CENTER Building, 3 Spanskih Boraca Street, 5th floor, entrance B3, 11179, Novi Beograd Municipality, Republic of Serbia or by electronic means to the email address: ivo.vilotijevic@antb.rs.

If a natural person is granting a power of attorney, it must be certified in accordance with the law regulating the certification of signatures. If the power of attorney is given by electronic means, it must be signed with qualified electronic signature in accordance with the law regulating electronicsignatures.

The power of attorney should be delivered no later than 3 working days before the day of the General Meeting.

A proxy can be any person capable of doing business.

If proxy is a legal entity, it exercises its voting right through its legal representative or some otherperson authorised specifically for this purpose, who can only be a member in this legal entity's structure or its employee.

A proxy cannot be:

  1. a controlling shareholder of the Company or a person controlled by the controlling shareholder, or
  2. a director or a member of the Company's Supervisory Board, or a person in such capacity in other company being the controlling shareholder of the Company, or in a company which is controlled by the controlling shareholder, or
  3. an employee of the Company or a person with that capacity in some other company whichis the controlling shareholder of the Company, or in a company which is controlled by thecontrolling shareholder, or
  4. a person who is considered to be a related party with a natural person from items (1) to (3) from this paragraph in accordance with Article 62 of the Company Law, or
  5. an auditor of the Company or an employee of the person performing the audit of the Company, or a person in such capacity in other company being the controlling shareholder of the company, or in a company which is controlled by the controlling shareholder.

The provisions of the previous paragraph under items (1) to (4) do not apply to the proxy of the controlling shareholder.

If one person is authorised by more shareholders as the voting proxy, he/she can exercise the voting right differently for each of these shareholders.

If more than one proxy of the same shareholder attends the General Meeting on the basis of the same shares, the Company shall accept as the proxy the one with the latest date on the voting power of attorney, and if there is more than one voting power of attorney with the same latest date, the Company is authorized to accept only one of those persons as the proxy.

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Aerodrom Nikola Tesla AD published this content on 30 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 May 2023 13:30:28 UTC.