The Management Board of the company Viro Tvornica šećera d.d. Virovitica, Matije Gupca 254 (hereinafter: "Company"), based on authorities from Article 277 of the Law on companies and Article 20.3 of the Company Statute, has taken the following
DECISION ON THE CONVENTION OF THE COMPANY'S GENERAL ASSEMBLY
I.The General Assembly of the Company's shareholders shall take place on 29April 2010 at 14:00 h, at the Companies seat, Virovitica, Matije Gupca 254 (hereinafter: Assembly).
II.Agenda:
- Opening of the Assembly, determining the number of votes of present and represented shareholders;
- Management Board's business report for the year 2009;
- Supervisory Board's report on the conducted supervision in the year 2009;
- Company's yearly financial reports for the year 2008 after they have been determined by the Company's Management and Supervisory Board;
- Deciding on the use of profits realized in the year 2009;
- Giving clearance to the Company's Management Board members for the year 2009;
- Giving clearance to the Company's Supervisory Board members for the year 2009;
- Approval of the purchase (acquisition) of own shares;
- Deciding on the auditor of the Company's financial reports and special audits based on the provisions of the Law on Companies ;
III.The proposals of the Assembly's decisions per above stated items of the agenda are as follows:
Ad.2.The Management Board's business report for the year 2009. is hereby adopted;
Ad.3.The Supervisory Board's report on the conducted supervision in the year 2009 is hereby adopted;
Ad.4.The Company's yearly financial reports for the year 2009 are hereby adopted;
Ad.5.I. It is determined that the Company realised after taxation profits in the amount of
3,502,326.40HRK in the year 2009;
II.The Company's realised profit determined under itemI. of this Decision shall be allocated in the retained profits;
III.This decision comes into force on the day of its passing;
Ad.6.The Management Board members are given clearance for the year 2009;
Ad.7.The Supervisory Board membersare given clearance for the year 2009;
Ad.8.The Company is hereby given a general and unconditional authorisation for one or more purchases of the Company's own shares on the regulated market so that:
-the largest total number of shares purchased on the basis of this authorisation amounts to 10% of the Company's registered capital;
-the Company may use retained profit funds for the purchase of shares;
-the lowest price payable for such shares is their book value (without advance paid taxes and/or other fees and costs);
-the highest payable price (without advance paid taxes and/or other fees and costs) pershare does not surpass 5% of the share's market price average during five working days directly preceding the day of share purchase;
-unless renewed, amended or revoked in advance, the authorisation given hereby shall expire after 18 months from the passing of this decision;
-The Company has the right to conclude one or more contracts on the purchase of shares in accordance with the given authorisation before its expiration, which shall or may be realized completely or partially after the expiration of the subject authorisation, and has the right to realise the purchase of shares in accordance with any such contract or contracts.
Ad.9. Investkontakt Revizija d.o.o. Zagreb is appointed as the Company's financial report auditor and auditor of special audits on the basis of the provisions of the Law on Companies;
The right to participate in the Assembly and to exercise the voting right belongs to every shareholder registered as the Company's shareholder with the Central Depository & Clearing Company Inc.Registry seven days before the Assembly (22April 2010),who registers his participation in the Assembly latest on the seventh day before the Assembly (till 22April 2010 inclusive).
Registrations for participation at the Assembly are to be delivered by registered mail at the Company's seat address: Matije Gupca 254, Virovitica, with indication "Registration for the Assembly ".
Along with the registration for participation at the Assembly, legal persons have to deliver a certified excerpt from the company registry indicating the person authorised for representation of the legal person.
Shareholders, i.e. attorneys vote on the agenda and agenda items personally or thorough attorneys with a written power of attorney. The power of attorney must include the date of issue, exact indication of the authoriser, the attorney and an express authorisation to vote in the name of the represented shareholder.
The participants are invited to come to the Assembly on 29 April 2010 at least half an hour prior to its scheduled beginning for the purpose oftimely registration of participants and in order to make a list of participants in the Assembly.When registering, the shareholders or their proxies or representatives have to present a valid identification document provided underlaw, while the proxies who are legal persons have to submit an excerpt from the court register or other appropriate register in which the legal personconcerned is entered or other appropriate public document, if such a document was not submitted withthe application for participation in the Assembly. After they have registered, the participants may leave the Assembly only after informing the authorized person for Participant Registrationuntil the conclusion of the Assembly.
Written materials relating to agenda items shall be available for shareholder's access in the Company's seat, starting from the day the Assembly convention is published, on working days between 8:00 and 12:00 h.
In case there is no quorum determined in the Statute at the time the Assembly is convened, the Company's Assembly shall take place again on 07May 2010 at the same place and time.
The Decision on the Convention of the Assembly shall be published in the Company's Gazette – Official Gazette and, in accordance with the Rules of the Zagreb Stock Exchange d.d. Zagreb, it shall be delivered to each shareholder.
VIRO TVORNICA ŠEĆERA d.d.