I The Call is issued on 26.10.2026. II The Shareholders' Assembly will be held on 17.11.2026 in the Company's meeting room, Podgorica, Trg Golootočkih žrtava No. 13, starting at 11:00.
BOARD OF DIRECTORS
Number: 8920/1.1
Podgorica, 26.10.2026
Pursuant to Articles 257, 258, 260 and 261 of the Law on Business Organisations ("Official Gazette of Montenegro" No. 090/25 of 06.08.2025, No. 121/25 of 21.10.2025 and No. 44/26 of 27.03.2026, hereinafter: the Law), the Board of Directors of Railway Transport of Montenegro AD – Podgorica, based on the Decision of the Board of Directors No. 8920/1 of 26.10.2026, issues and publishes the
CALL
for the XXI Extraordinary Shareholders' Assembly of Railway Transport of Montenegro AD – Podgorica
I The Call is issued on 26.10.2026.
II The Shareholders' Assembly will be held on 17.11.2026 in the Company's meeting room, Podgorica, Trg Golootočkih žrtava No. 13, starting at 11:00.
III The Board of Directors of Railway Transport of Montenegro AD – Podgorica convenes the XXI Extraordinary Shareholders' Assembly of Railway Transport of Montenegro AD – Podgorica.
The following is proposed for the XXI Extraordinary Assembly:
AGENDA
According to the list from the unified register of shareholders issued by the Central Clearing Depository Company AD Podgorica (CKDD), the total number of the Company's shares on the day of publication of the call is 7,114,635 ordinary voting shares (one share, one vote). All of the Company's shares are ordinary shares, in dematerialised form, of the same class and registered.
The quorum required for the work of the Extraordinary session of the Shareholders' Assembly under agenda items 1, 2, 3 and 4 consists of shareholders/proxies holding more than half of the total number of voting shares who are present in person, as well as the votes of shareholders who voted in writing or electronically.
Decisions under items 1, 2, 3 and 4 of the agenda are adopted by a majority of votes of the shareholders present or represented, out of a quorum consisting of at least half of the total number of the Company's voting shares, taking into account the votes of shareholders who voted in writing or electronically.
The material for the Extraordinary Shareholders' Assembly, with the proposed decisions, explanations and attachments, will be published on the Company's website www.zpcg.me, and it can be viewed and downloaded on the day this call is sent.
The material for the Extraordinary Shareholders' Assembly will also be made available for inspection to shareholders in the business premises of the Company's registered office, as well as in the working units in Podgorica, Bar, Bijelo Polje and Nikšić, every working day from 10:00 to 14:00.
Each shareholder entitled to participate in the work of the Assembly has the right to ask questions relating to the agenda items and other questions concerning the Company, in accordance with the Law. A shareholder may submit a question 14 days before the day of the Assembly session and will receive an answer during the session; if the answer cannot be given at the session, it is published on the Company's website within 14 days of the day of the Assembly session.
A shareholder may exercise their rights at the session through a proxy. The shareholder's proxy has the same rights regarding participation in the work of the Assembly session, including the right to vote, as the shareholder who authorised them.
Any natural person with legal capacity or any legal entity may be a shareholder's proxy, apart from the exceptions laid down by the Law. The shareholder grants the power of attorney in writing; the power of attorney must be certified, and the signatures on it are certified in accordance with the Law on Certification of Signatures, Manuscripts and Transcripts. The power of attorney may also be granted in electronic form, in which case it must be signed with a qualified electronic signature, in accordance with the Law on Electronic Identification and Electronic Signature, and is delivered to the Company's official e-mail address [email protected].
Shareholders may sign a voting agreement, in accordance with the Law, in which case they are obliged to deliver a copy of the agreement to the Company for entry in the unified book of records (and to the Capital Market Authority).
Shareholder(s) may vote in advance in writing without attending the session, with their signature on the ballot certified in accordance with the Law on Certification of Signatures, Manuscripts and Transcripts.
The Company determines the form of the ballot used for voting in writing, in accordance with the Statute and the Rules of Procedure of the Assembly, which is available to shareholders in paper and electronic form. If a shareholder did not use the ballot form when voting in writing, the Company will not annul their vote if their identity and how they voted on individual agenda items can be clearly determined from the shareholder's written statement.
Together with this call for the Extraordinary session of the Shareholders' Assembly and the complete documentation, with the proposed decisions and explanations, the form of the ballots for the agenda items in accordance with the Rules of Procedure of the Shareholders' Assembly, as well as the power of attorney form, are also delivered.
The right to participate in the work of the session of the Shareholders' Assembly belongs to shareholders who had that status on the second day before the day of the Assembly session – the shareholder record date. The Company determines the list of shareholders on the basis of an extract from the unified register of shareholders (CKDD). A shareholder who transfers their shares to a third party after the shareholder record date retains the right to participate in the work of the Assembly session on the basis of those shares.
The Company will make the material for the Extraordinary session of the Shareholders' Assembly, the ballot form and the power of attorney form available to shareholders by publishing them on the Company's website www.zpcg.me on the same day the call is published, and will enable them to be downloaded.
CHAIRMAN OF THE BOARD OF DIRECTORS
Goran Simović, signed
Files for download:
1. Call
2. Material for the XXI Extraordinary Shareholders' Assembly
4. Ballot