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Genera is withdrawing from the Zagreb Stock Exchange

An extraordinary general meeting of Genera has been scheduled for January 19 of next year, at which a decision should also be made regarding the withdrawal of the company’s shares from the Zagreb Stock Exchange, Genera announced on Thursday via the Exchange.

– Eurovet Animal Health, as a strategic investor and shareholder holding more than 90 percent of the voting rights at the general meeting of Genera, proposes the withdrawal of Genera’s shares from listing on the Zagreb Stock Exchange due to the fact that there is no longer a need for the listing on the regulated market, it is stated among other things in the call for the extraordinary meeting, which was convened at the proposal of Eurovet Animal Health.

This company is owned by Dechra Pharmaceuticals, and it was announced yesterday that Dechra transferred 1,549,417 shares or 83.99 percent of the ordinary shares of Genera, which represent 92.26 percent of the voting rights. Since Dechra is the sole member of the Eurovet Animal Health company, the transfer of shares of Genera within the group was achieved through the share transfer agreement, without any change in the person who exercises control over the company Genera. According to the call for the extraordinary meeting published today, Genera would withdraw all its shares, totaling 1,844,860, from listing on the Zagreb Stock Exchange as of the date of registration of the decision on withdrawal in the court register. Genera commits to purchasing the shares from all shareholders who vote against this decision at a fair compensation. Fair compensation is considered to be the average share price achieved on the Zagreb Stock Exchange, calculated as the weighted average of all prices achieved on the Exchange in the last three months prior to the date of the public announcement of the call for the extraordinary meeting, it is noted in the call. 

Shareholders have also been proposed to revoke the decision of the assembly from May regarding the appointment of Deloitte as the auditor for this year and to appoint PricewaterhouseCoopers as the auditor for 2015.

Amendments to the Statute have also been proposed to the assembly, according to which, among other things, the president of the management board and each member of the management board would represent the company independently and individually, and it has also been proposed that the Supervisory Board of Genera will have seven members in the future. It is also proposed to elect two more members of the Supervisory Board, and Ana Hanžeković and Suzane Cross would join it. 

Eurovet Animal Health proposed the adoption of these decisions in order to align the corporate governance of Genera with the corporate governance within the group, appoint its representatives to the bodies of Genera, and to align the provisions of the company’s Statute with applicable legal regulations, it is explained in the call.