Genera : Notification to the shareholders of the company GENERA Inc.

Microsoft Word - Notification to the Shareholders_Genera web site_160325_Eng.docx

Notification to the shareholders of the company GENERA Inc.

Subject: Purchase of shares of the company GENERA Inc. by equitable compensation payment

Dear Sir/Madam,

Following the Decision of the Shareholders' Meeting of the company GENERA Inc. (hereinafter: the

"Company") on delisting of the company shares under ticker VERN-­R-­A from the Zagreb Stock Exchange listing dated 19 January 2016, which decision was registered with the court registry of the Commercial Court in Zagreb on 10 February 2016, we hereby inform the Company's shareholders who are entitled to seek redemption of their shares of the following;;

Forms of the following documents may be downloaded at the web pages of the Company:

1. Agreement on Sale and Transfer of the Shares;; and

2. Consent of the custodians' bank (this document shall be delivered and deemed relevant only if the shares of which you are the actual holder are held on a custodian account).

For the purpose of realizing the right to purchase shares by the Company and payment of fair compensation for the shares of the Company of which you are the holder, it is required that you:

1. fill the remaining required information in the form of the Agreement on Sale and Transfer of the Shares, sign the Agreement on Sale and Transfer of the Shares and certify your signature thereto with the notary public;; and

2. deliver to: GENERA d.d.;; Attn. Ms Ana Bagarić;; Kalinovica, Svetonedeljska 2, 10436 Rakov Potok, the original and one certified copy of the Agreement on Sale and Transfer of the Shares with the certification of your signature by the notary public, by 10 April 2016 at latest, and in case the shares of which you are the actual holder are held on a custodian account, one copy of the Consent of the custodians' bank signed by the authorized representative of the custodians' bank and certified by the seal of the custodians' bank. After the signing of the Agreement on Sale and Transfer of the Shares by the authorized representative of the Company, the original of the Agreement on Sale and Transfer of the Shares shall be delivered to your address.

The Company will take into consideration the documents stated above under (ii) received after 10 April 2016 only if it would be possible, having in mind the Company's obligation for the payment of fair compensation on 10 May 2016. Payment of the fair compensation in the amount of HRK 179.60 per one share will be conducted through the Central Depository and Clearing Company Inc.

Pursuant to Article 1, point 3 of the enclosed form of the Agreement on Sale and Transfer of the Shares, the shares of the Company which would be the subject of purchase have to be registered on the dematerialized securities account of the seller (or the custodian of the seller if the shares are held on the custodian account) and have to be kept in free position (respectively, may not be registered with a broker).

For any further questions, feel free to contact Ms Ana Bagarić, director of Corporate communications on her mobile [phone] or her email address: [e-mail].

(name and family name), from (place),

(address),

"Seller"), and

(OIB) (hereinafter: the

Genera Inc. Kalinovica, Svetonedjeljska 2, OIB: 25555531112, represented by the Management Board member Jan Jaap Korevaar (hereinafter: the "Purchaser")

have entered into

AGREEMENT ON SALE AND TRANSFER OF THE SHARES of the company Genera Inc.

Article 1

The Parties mutually agree that:

• at the Shareholders Meeting of the company Genera Inc. held on 19 January 2016, the Decision on the delisting of company shares held by the Purchaser under the ticker VERN-R-A from the regulated market of the Zagreb Stock Exchange Inc. listing has been adopted.

• Zagreb Stock Exchange Inc. has delivered the Certificate on average price of shares of the company Genera Inc. dated 30 December 2015, which indicated that the realised average weighted price of shares held by the Purchaser, under ticker VERN-R-A, in the period from 8 September 2015 until 8 December 2015, amounted to HRK 170.68 (in letters: one hundred seventy kuna and sixty eight lipa), whereas the Seller determined the amount of HRK 179.60 (in letters: one hundred seventy nine kuna and sixty lipa) as the final fair compensation for one share of the Seller under ticker VERN-R-A.

• that the shares referred to in point 2 of this Article are registered on the dematerialized

  securities account of the Seller under the number

  (account

  number), respectively on the custodian account of dematerialized securities of the custodian bank in the event the actual holder of shares whose sale and transfer are subject of this agreement has entrusted the shares to the management of the custodian bank and are kept in free position;

• the Decision on the delisting of shares of Issuer Genera Inc. from the regulated market of the Zagreb Stock Exchange Inc. listing adopted on the Shareholders Meeting was registered with the court registry on 10 February 2016.

Article 2

The Seller sells, and the Purchaser purchases (in letters: ) ordinary shares of the company Genera Inc. under ticker VERN-R-A, each with a nominal value of HRK 100, for the price of HRK 179.60 per one share.

Article 3

The total purchase price for the shares in Article 2 of this agreement represents the multiple of the total number of shares being sold by virtue of this agreement with the price of one share referred to in Article 2 hereof and amounts to HRK (in letters: ).

The Parties agree that the Purchaser will pay the purchase price referred to in Paragraph 1 of this Article to the Seller within three months as of the date of entry of the Decision from Article 1 Paragraph

(1) in the court registry of the Commercial Court in Zagreb.

The Parties agree that the Purchaser will pay the purchase price referred to in the Paragraph (1) of this Article, through CENTRAL DEPOSITORY & CLEARING COMPANY Inc., Zagreb, personal identification number (OIB) 64406809162 (hereinafter: the "CDCC"), to the bank account of the Seller which is entered on its securities account in the Information System of the CDCC. If the Seller does not have the payment account registered in the system of the CDCC, the Seller undertakes to register the same without delay after the execution of this agreement.

Article 4

By signing this agreement, the Seller irrevocably and unconditionally authorizes the Purchaser to request and procure the registration of shares in the name of the Purchaser in the CDCC registry.

The Parties agree that further approval, authorisation or participation of the Seller will not be required in order to achieve full effect of the transfer of the respective shares.

Article 5

The Parties agree that all disputes in connection with or arising from this agreement will be resolved amicably and, in the case that such manner will not be possible, the disputes shall be finally settled before the competent court in Zagreb.

Article 6

This agreement is executed in 2 (two) counterparts, one of which will be executed for the purpose of notarisation and second shall be deposited with the notary public. Notarised counterpart of the agreement shall be provided to the Purchaser, while a notarized copy of this agreement will be provided to each party of the agreement. The Seller will bare all costs of the notary public.

Article 7

This agreement shall be considered as binding to the Parties as of the date of signing.

SELLER: PURCHASER by:

Jan Jaap Korevaar, Management Board member

BANK d.d. Address Registered seat

Custody Department

CDCC Inc.

Heinzelova 62A 10000 ZAGREB

CONSENT

bank d.d., as custodian, hereby grants its consent to the transfer of [*] shares with the ticker symbol VERN-R-A, deposited on the custody account in the name/password/collective account of securities number [*] held by CENTRAL DEPOSITORY & CLEARING COMPANY Inc. (hereinafter: the "CDCC"), to the treasury account number of the company Genera Inc. held by CDCC.

In Zagreb,

bank d.d.

Signature, Company seal