Notice of the 32nd Meeting of the Supervisory Board of Dalekovod d.d.

Dear Sirs,

This is to notify you that the Supervisory Board of Dalekovod d.d., Marijana Čavića 4, Zagreb, PIN 47911242222 (hereinafter referred to as the Company) held its 32nd meeting today, 27 May 2013, where the debate was resumed regarding the binding offer to recapitalize Dalekovod d.d. made on behalf of Konsolidator d.o.o., a company controlled by Nexus Private Equity Partner d.o.o. za upravljanje otvorenim investicijskim fondovima rizičnog kapitala s privatnom ponudom.
It was also agreed that a joint meeting of the Management Board and Supervisory Board (33rd meeting) would be held on 3 June 2013 at 1.00 p.m., where the Management Board’s resolution to convene an extraordinary General Meeting will be discussed under the following agenda:
  1. Opening the Extraordinary General Meeting
    1. Verifying registrations and proxies, determining how much equity is represented and listing the present shareholders
    2. Establishing that the Extraordinary General Meeting has been validly convened and may make valid resolutions
  2. Issuing a resolution to decrease the share capital in a simplified manner to cover the losses by decreasing the nominal value per share
  3. Issuing a resolution to increase the share capital by issuing common shares and by contributing cash and rights; resolution to deny the present shareholders of the Company their preemptive right; and resolution to allow acquirers of shares to acquire voting shares in the Company as the target without being required to publish an offer for such acquisition
  4. Issuing a resolution to authorize the Management Board to increase the share capital within 5 years of the resolution’s registration date by contributing up to HRK 60 million in cash and by issuing new shares having a nominal value of HRK 10 per share, provided that the shareholders who acquired their shares in the Company against cash payments are denied their preemptive right in accordance with item 3 of this agenda
  5. Issuing a resolution to amend the Articles of Association
  6. Acknowledging the course of the pre-bankruptcy settlement procedure against the Company and the rights and obligations arising from the proposed pre-bankruptcy settlement.
At the meeting, the Management Board and the Supervisory Board will jointly determine proposals for resolutions to be made by the General Meeting (items 2, 3, 4 and 5).
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