CEMMAC a.s.: Announcement on convening the Extraordinary General Meeting

Horné Srnie (pta018/25.02.2020/13:30 UTC+1) The Board of Directors of CEMMAC a.s. with the registered office at Cementárska 14/14, 914 42 Horné Srnie, Company ID (ICO): 31412106, registered in the Business Register of the District Court of Trencín, Section: Sa, Insert No.: 14/R (hereinafter referred to as the "Company") in compliance with the provision of the Section 184 of the Act No. 513/1991 Coll. Commercial Code as amended (hereinafter referred to as the "Commercial Code") and the Article IX. of the Company´s Articles of Association hereby convenes

Extraordinary General Meeting of the Company

to be held on 31. March 2020 at 10.00 a.m. in the Company´s registered office (Cementárska 14/14, 914 42 Horné Srnie), with the following agenda:

1. Opening the Extraordinary General Meeting of the Company
2. Election of the bodies of the Extraordinary General Meeting (Chairman of the Extraordinary General Meeting, minutes clerk, two verifiers of the minutes and scrutineers)
3. Approval of the remuneration rules of the members of the bodies of the company
4. Conclusion

The decisive day for exercising a shareholder´s right for the participation at the Extraordinary General Meeting of the Company, right to vote there, claim information and explanations and file proposals is the third day preceding the day of the Extraordinary General Meeting, i.e. 28. March 2020.

Checking the presence of the Company´s shareholders will take place at the place of the Extraordinary General Meeting of the Company on 31. March 2020 with the start at 09.30 a.m. till 10:00 a.m.

At the presence check a shareholder - a natural person shall submit an ID card (national ID card and/or passport). At the presence check a shareholder - a legal entity shall submit an original of the current Extract from the Business Register (not older than 60 days) and/or officially attested copy of such original Extract from the Business Register; if a shareholder- a legal entity is not incorporated in such Register, it shall submit an original or attested copy of the current proof of its legal subjectivity including a proof evidencing who is entitled to act on behalf of a shareholder - a legal entity. A natural person acting on behalf of a shareholder - a legal entity shall submit his/her ID card at the presence check.
At the presence check, a proxy for a shareholder - a natural person shall submit in addition to the documents listed above also the power of attorney signed by the shareholder and own ID card. A proxy for a shareholder - a legal entity shall submit in addition to the documents listed above also the power of attorney signed by the shareholder and an original or officially attested copy of its current (not older than 60 days) Extract from the Business Register or similar register; if a legal entity is not incorporated in such Register, it shall hand over an original or officially attested copy of the current (not older than 60 days) proof of its legal subjectivity. At the presence check, a proxy - a legal entity shall also submit an original or officially attested copy of a proof evidencing, who is authorised to act on behalf of the proxy - a legal entity - unless such authorisation results from the proof of legal subjectivity. A natural person acting on behalf of the proxy shall also submit his/her ID card.

A shareholder takes part at the Extraordinary General Meeting in person or is represented according to a written power of attorney. If a shareholder grants the power of attorney for the exercise of voting rights linked to the same shares at one and the same Extraordinary General Meeting to more proxies, the Company will enable to vote the proxy registered in the list of present at the Extraordinary General Meeting as the first one. If more shareholders grant a written power of attorney for representation to one and the same proxy, the proxy may vote separately at the Extraordinary General Meeting for every shareholder represented in this way.
A proxy for a shareholder may also be a Member of the Board of Supervisors. However, a Member of the Board of Supervisors must notify the shareholder about all the facts that could have an impact on the shareholder´s decision about granting the power of attorney for representation at the Extraordinary General Meeting of the Company to a Member of the Board of Supervisors. The power of attorney must include specific instructions for voting on every resolution or point of the agenda of the Extraordinary General Meeting, about which a Member of the Board of Supervisors is to vote as the proxy on behalf of a shareholder.

More warnings and instructions for shareholders:
a) A shareholder has the right to take part at the Extraordinary General Meeting, to vote there, claim information and explanations relating to the issues of the Company or issues of parties controlled by the Company relating to the subject of the agenda of the Extraordinary General Meeting and to file proposals and claim that the matters determined by the shareholders are included to the agenda of the Extraordinary General Meeting in compliance with valid legal regulations. The day decisive for exercising the rights is the third day preceding the day of the Extraordinary General Meeting. The Board of Directors is obliged to provide every shareholder at the request at the Extraordinary General Meeting with complete and correct information and explanations relating to the subject of the agenda of the Extraordinary General Meeting. If the Board of Directors is not able to provide the shareholder with complete information at the Extraordinary General Meeting or if a shareholder requires so at the Extraordinary General Meeting, the Board of Directors is obliged to provide it to the shareholder latest in 15 days from the day of the Extraordinary General Meeting. The Board of Directors sends the written information to the shareholder to the address provided by the shareholder, otherwise it will provide it in the Company´s registered office. The Board of Directors may refer the shareholder in its written information or response directly at the Extraordinary General Meeting to the Company´s website, if any, namely under the condition that it comprises the response to the shareholder´s request in the format a question - an answer. If the Company´s website does not comprise the required information or comprises incomplete information, the Court shall decide based on the shareholder´s proposal about the Company´s obligation to provide the information required. Providing of information may be refused only if providing it would violate the law or if it results from careful assessment of the information content that providing it could harm the Company or a company controlled by it; it is not possible to refuse providing information relating to the economy and capital position of the Company. The issue of refusing to provide the information is decided by the Board of Directors during the Extraordinary General Meeting. If the Board of Directors refuses to provide the information, the issue of liability of the Board of Directors to provide the required information at the request of the shareholder shall be decided by the Board of Supervisors during the Extraordinary General Meeting; for the time necessary to adopt the decision of the Board of Supervisors the Chairman of the Extraordinary General Meeting at the request of the Board of Supervisors may suspend the Extraordinary General Meeting. If the Board of Supervisors decides that it does not agree with providing of information, the Court shall decide based on the shareholder´s proposal, whether the Company is obliged to provide the information required. If the shareholder does not exercise the rights in respect to requesting of information according to the Section 180 Subsections 3 and 4 of the Commercial Code at the court in one month from the Extraordinary General Meeting, at which it requested the Company´s Board of Directors or the Board of Supervisors to provide the information, the right expires.
If the shareholder does not ask the Board of Supervisors for the decision about providing of information or the Board of Supervisors decides that it does not agree with providing of information, it is not possible to declare the resolution of the Extraordinary General Meeting to be void in respect to the subject to which the information relates due to failure to provide the information.

b) At the request of a shareholder(s) holding shares with the nominal value achieving at least 5% of the registered capital, the Board of Directors will include the issue required by them to the agenda of the Extraordinary General Meeting; the Extraordinary General Meeting is obliged to discuss the issue; the request for amending the agenda must be substantiated or the proposal of the resolution of the Extraordinary General Meeting must be attached to it, otherwise the Extraordinary General Meeting does not have to discuss such request; if the request for including certain issue to the agenda is delivered after the invitation of the Extraordinary General Meeting is sent or after the announcement about the Extraordinary General Meeting is published, the Board of Directors shall send or publish the amendment to the agenda of the Extraordinary General Meeting in the method stipulated by law and determined by the Articles of Association for convening the Extraordinary General Meeting at least ten days before the day of the Extraordinary General Meeting; if such notification about the amendment of the agenda of the Extraordinary General Meeting is not possible, the issue may be included in the agenda of the Extraordinary General Meeting only according to the Section 185 Subsection 2 of the Commercial Code; the Board of Directors is obliged to send or publish the notification of the agenda amendment in 10 days before the Extraordinary General Meeting, if the shareholders according to the Section 181 Subsection 1 of the Commercial Code deliver it 20 days before the day of the Extraordinary General Meeting at the latest.

c) A shareholder has the right to participate at the Extraordinary General Meeting and exercise his/her/its right there in person or may be represented by a proxy according to a written power of attorney with the signature of the principal comprising the specification of the scope of the proxy´s powers and in compliance with the provision of the Section 184 Subsection 1 of the Commercial Code and Article IX. of the applicable Articles of Association of the Company. A proxy must submit an original or officially attested copy of the power of attorney to the minutes clerk for recording needs. The power of attorney is only applicable for one Extraordinary General Meeting. The correctness of the list of present shall be confirmed by their signatures by the Chairman of the Extraordinary General Meeting and minutes clerk elected according to the Company´s Articles of Association. If the Company refuses to register a person in the list of present, this fact shall be indicated in the list of present together with the reasons of such refusal. The list of present forms an annex to the minutes from the Company´s Extraordinary General Meeting. If a shareholder maintains shares on more than one securities account according to a special regulation, the Company shall enable such shareholder to be represented by one proxy for every such securities account according to special regulations. In case of parties having the holder account with Centrálny depozitár cenných papierov SR, a.s. according to the Section 105a of the Act No. 566/2001 Coll. (hereinafter referred to as the holder) the holder shall be identified by a written power of attorney authorising him/her/it to take part at the Extraordinary General Meeting and exercise the shareholder´s rights at the Extraordinary General Meeting comprising the scope of the power of attorney and at the same time he/she/it shall submit a written solemn declaration of the holder that the written power of attorney for exercising the shareholder´s rights granted to the holder is valid and legally effective at the time of the Extraordinary General Meeting of the Company and at the same time it shall include the number of shares with which the holder is entitled to exercise the rights of an individual shareholder at the Extraordinary General Meeting. The holder shall also submit an Extract from the Business Register or its officially attested transcript and the person acting on behalf of the holder shall be identified by the ID card and a proof evidencing the authorisation to act on behalf of the holder. If the shares owner takes part at the Extraordinary General Meeting, the shareholder shall submit a confirmation by the holder, from which the quantity of shares with which he/she/it is entitled to exercise the shareholder´s rights at the Extraordinary General Meeting arises. The sample form of the Power of Attorney is at the disposal for downloading on the Company´s website www.cemmac.sk. The Company receives notifications about granting of the power of attorney, change of the power of attorney granted and withdrawal off the power of attorney also by e-mail on: mail@cemmac.sk in "pdf" format. The Company shall send the form sample at own costs to every shareholder requesting it, namely to the address provided by the shareholder for this purpose.

d) with regard to the fact that the Company's Articles of Association do not regulate the possibility to vote by means of postal services before the Extraordinary General Meeting (hereinafter referred to as the "Voting by Correspondence") according to the Section 190a of the Commercial Code or voting at the Extraordinary General Meeting by electronic means according to the Section 190d of the Commercial Code, at voting at the Extraordinary General Meeting the shareholder does not have the right to use Voting by Correspondence by means of electronic means;

e) a shareholder has the right to request copies of full wordings of documents to be discussed at the Extraordinary General Meeting, proposal for the amendment to the Articles of Association and proposals of resolutions of the Extraordinary General Meeting to be discussed within the determined agenda of the Extraordinary General Meeting and to request the sample of the power of attorney, on working days form 08.00 a.m. till 3.00 p.mm. from the day of publishing the announcement of the Extraordinary General Meeting up to the day of the Extraordinary General Meeting. The above mentioned documents, proposals, proposals of amendments to the Articles of Association and the sample of the power of attorney are available at the same time for viewing in the registered office of the Company.

f) data and documents listed in e) are also available on the Company´s website www.cemmac.sk

g) electronic means by means of which the Company publishes the information according to special regulation is the Internet, the Company´s web site www.cemmac.sk

h) the ordinary financial statements for the year 2018 are sent to the shareholders holding registered shares at least 30 days before the day of the Extraordinary General Meeting. Main data from the financial statements is disclosed in the similar method as this announcement. The financial statements and proposal of changes to the Articles of Association shall be provided to a shareholder at the request for viewing in the Company´s registered office on working days from 08.00 a.m. till. 3.00 p.m. from the day of publishing this announcement about the Extraordinary General Meeting up to the day of the Extraordinary General Meeting. A shareholder who is the owner of bearer shares and who established right of lien over the Company´s shares for the benefit of the Company according to the Section 184 Subsection 3 of the Commercial Code has the right to request sending the copy of the financial statements at his/her/its costs and risk to the address provided by him/her/it. Every shareholder has the right to request a copy of the amendment to the Articles of Association and/or sending it to the address provided by the shareholder at his/her/its costs and risk.

i) In addition to the shareholders, also the members of the Board of Directors, Board of Supervisors and third persons invited by the Board of Directors are invited for the Extraordinary General Meeting. The Extraordinary General Meeting may decide about excluding the participation of third persons at the whole Extraordinary General Meeting or part of it.

j) Ad point 7 of the agenda: The subject matter of the proposed amendments to the Company´s Articles of Association is extending the business by new businesses and deleting (cancelling) other businesses, i.e. regulation of the Article III of the Articles of Association.

Every shareholder takes part at the Extraordinary General Meeting at own costs.

Horné Srnie, dated 20. February 2020

Pavel Kohout
Member of the Board of Directors
of CEMMAC a.s.

Ing. Martin Kebísek, MBA
Chairman of the Board of Directors
of CEMMAC a.s.

(end)

Emitter:	CEMMAC a.s. Cementárska 14 91442 Horné Srnie Slovakia
Contact Person:	Pavel Kohout
Phone:	+421 32 6576 203
E-Mail:	P.Kohout@cemmac.sk
Website:	www.cemmac.sk
ISIN(s):	- (Other)
Stock Exchange(s):	-