The Management Board of 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'sArticles of Association, has reached the following
DECISION ON THE COVENTION OF THE COMPANY'S ASSEMBLY
I.The Assembly of the Company's shareholders shall take place on 01 December 2009 at 12:00 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;
- Deciding on the amendment of the Company's Articles of Association;
III.The proposals of the Assembly's decisions per above stated items of the agenda are as follows:
Ad.2.Article 6. of the Company's Articles of Association is amended to read as follows: "The Management Board is authorised to increase the share capital of the Companyby an aggregate amount of 62,400,060.00 HRK (sixty two million four hundred thousand sixty Kuna), within five years from the entry of the Articles of Associationamendment in the court registry, at once or in several instalments – the authorised share capital. Such increase in share capital requires an approval of the Company's Supervisory Board.The share capital can be increased by issuing new shares through contributions in cash or in kind, and the Management Board is thereby authorised to decide on the exclusion of pre-emptive right.
The Supervisory Board is authorised to align the provisions of these Articles of Associations with the amendments which result from such increase of the share capital and issuance of new shares."
The right to participate in the Assembly and to exercise the voting right belongs to every shareholder registered as the Company's shareholder in the depository of the Central Clearing Depository Company seven days before the Assembly (till 25 November 2009 inclusive) who registers his participation in the Assembly to the Company latest on the seventh day before the Assembly (till 25 November 2009 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 and certified 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.
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 10:00 h.
In case there is no quorum determined in the Articles of Association at the time the Assembly is convened, the Company's Assembly shall take place again on 8 December 2009 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.