The Shareholders' Assembly is the highest body of NIS through which the shareholders of the company pass and approve basic corporate decisions
NIS j.s.c. Novi Sad is fully committed to the implementation of the principle of equal treatment of shareholders, ensuring for that purpose the exercise of all shareholders’ rights as guaranteed by the Law and the Company acts, including the rights relating to participation in the Shareholders' Assembly sessions.
All NIS j.s.c. Novi Sad shares are ordinary shares that give owners the same rights, wherein one share carries one vote.
The Shareholders Assembly is competent, inter alia, for passing decisions on the following issues:
- amendments to NIS’s Articles of Association;
- increase or decrease of the share capital, and each issue of securities;
- changes in the rights or benefits of any class of shares;
- status changes and changes in the legal form, change in the Company’s core activity, business name and registered office;
- acquisition and disposal of assets of great value;
- appointment and relief of duty of the Board of Directors members, determination of the Board of Directors members’ remuneration or the rules thereof;
- election of auditors and determination of the remuneration for their work;
- adoption of annual financial reports, auditor reports, and adoption of the Board of Directors reports;
- profit distribution and loss coverage;
- initiation of liquidation procedure or submission of a proposal for Company bankruptcy.
As long as the Republic of Serbia is a shareholder in the company holding at least a 10% equity interest in the share capital of NIS, a positive vote of the Republic of Serbia is required for the approval of Shareholders Assembly decisions concerning: the adoption of financial statements and audit reports, changes to the Incorporation Act and Articles of Association, capital increase or decrease, status changes, acquisition and disposal of NIS's assets of great value, changes of NIS's registered business seat and activity and termination of the company, i.e. liquidation or bankruptcy.
Invitation and materials for Shareholders' Assembly meetings
An invitation to a session of the Shareholders Assembly is announced by its posting on:
- the official NIS website (www.nis.eu),
- the Business Registers Agency website (www.apr.gov.rs) and
- the Belgrade Stock Exchange website (www.belex.rs),
Invitations are posted no later than 30 days before the date scheduled for a regular (annual) session of the Shareholders Assembly, no later than 21 days before the date scheduled for holding an extraordinary session and no later than 10 days before the date scheduled for holding at repeated session.
The materials for the Shareholders' Assembly Meetings are available for shareholders at the official website of NIS j.s.c. Novi Sad from the date of publication of the Invitation until the date when the Shareholders’ Assembly Meeting is held. The materials are also accessible for each NIS shareholder upon request or a proxy’s request at the Company’s registered office. Reviewing of the materials prepared for Shareholders' Assembly can take place within regular working hours, i.e. 8:00 and 16:00 hours, each business day, starting from the date of the invitation and materials posting on the NIS website until the date scheduled for the meeting of the Shareholders' Assembly.
Right to participate in activities of the Shareholders' Assembly
The shareholders on the list of shareholders, i.e. the list of persons holding NIS shares on the Shareholder Date (Record Date) which, in accordance with the Law, falls on the tenth day preceding the date scheduled for the meeting of the Shareholders Assembly, have the right to participate in the activities of the Shareholders Assembly. The list of shareholders is established on the basis of the extract from the unique records of shareholders maintained by the Central Securities Depository and Clearing House.
A shareholder holding at least 0.1% of the total number of the Company shares, or a proxy representing at least 0.1% of the total number of the Company shares has the right to participate in person in activities of the Shareholders Assembly. Shareholders holding individually less than 0.1% of the total number of the Company's shares have the right to participate in the activities of the Shareholders Assembly through a joint proxy, to vote in absence or to vote by electronic means in accordance with the Law on Business Companies, Articles of Association of NIS j.s.c. Novi Sad, and with Rules of procedure of the Shareholders' Assembly of NIS j.s.c. Novi Sad.
Rules of Procedure of the Shareholders' Assembly
The Shareholders' Assembly of NIS j.s.c. Novi Sad adopted its Rules of Procedure which regulate the manner of convening and holding meetings, the manner in which the Shareholders' Assembly is to work and make decisions, and in particular the issues related to the manner of exercising the rights of shareholders in connection with the Shareholders’ Assembly.
Rules of Procedure of the Shareholders' Assembly (pdf, 0.9Mb)