Genera dd : Ordinary General Assembly Invitation Power of Attorney

Pursuant to Article 277, paragraph 2 of the Companies Act, the Management Board of the Joint Stock Company GENERA Inc. Kalinovica, Svetonedeljska 2, MBS 080369519, OIB: 25555531112 on the Management Board meeting held on 17 January 2017 passed the decision on the convocation of the

ORDINARY GENERAL MEETING of the company GENERA Inc. I.

Ordinary General Meeting of the company GENERA Inc., with registered seat in Kalinovica (City of Sveta Nedjelja), Svetonedeljska 2, MBS 080369519, OIB: 25555531112 (hereinafter "GENERA or the Company") shall be held on 28 February 2017 at 12:00 hours at the registered seat of GENERA Inc., in Kalinovica (City of Sveta Nedjelja), Svetonedeljska 2.

II.

The Ordinary General Meeting shall be held with the following agenda:

A g e n d a

1. Determining the number of present and represented shareholders, establishing a quorum

2. Annual financial statements of the Company for 2016 and the consolidated annual financial statements for 2016, Annual report of the Company's Management Board on the status of the Company in 2016 and the Consolidated report of the Company's Management Board for 2016, and the Report of the Company's Supervisory Board on the performed supervision of the management of the Company's business for 2016.

3. Passing of the decision on allocation of loss for 2016.

4. Passing of the decision on discharge to the members of the Company's Management Board

5. Passing of the decision on discharge to the members of the Company's Supervisory Board

6. Passing of the decision on the election of the members of the Company's Supervisory Board

7. Passing of the decision on the appointment of the auditor for 2017.

8. Decision on amendments to the Constitution of the Company

   III.

   Ordinary General Meeting of the Company has been convened upon the decision on the convocation of the Management Board of the Company which proposed the following decisions to be adopted:

   Ad. 2.

   General Meeting hereby acknowledges the Annual financial statements of the Company for 2016 and the consolidated annual financial statements for 2016, Annual report of the Company's Management Board on the status of the Company in 2016 and the Consolidated report of the Company's Management Board for 2016, and the Report of the Company's Supervisory Board on the performed supervision of the management of the Company's business for 2016.

   Ad. 3.

   Management Board and the Supervisory Board of the Company propose to the General Meeting to adopt the following d e c i s i o n:

   "Decision on allocation of loss is adopted considering that pursuant to Annual financial statements loss of the Company in 2016 amounts to HRK 13,538,105.56.

   The loss will be transferred in the following period."

   Ad. 4.

   Management Board and the Supervisory Board of the Company propose to the General Meeting to adopt the following d e c i s i o n:

   "During 2016, Company's Management Board members were:

9. Anne-Françoise Michele Nesmes Rankine, became a Member and the President of the Management Board on 5 November 2015 and ceased to be a Member and the President of the Management Board on 6 July 2016;

10. Anthony Gerard Griffin, became a Member and the President of the Management board on 6 July 2016;

11. Jan Jaap Korevaar, became a Member of the Management Board on 25 November 2015,

12. in relation to which Management Board members, decision on discharge is adopted for the business year 2016."

    Ad. 5.

    Management Board and the Supervisory Board of the Company propose to the General Meeting to adopt the following d e c i s i o n:

    "During 2016, Company's Supervisory Board members were:

13. Ivan Majdak;

14. Mladen Vedriš;

15. Franjo Gregurić, ceased to be a Member of the Supervisory Board on 29 July 2016;

16. Marcel Majsec, ceased to be a Member of the Supervisory Board on 29 July 2016;

17. Ana Hanžeković

18. Suzana Cross; and

19. Ian David Page;

in relation to which Supervisory Board members, decision on discharge is adopted for the business year 2016."

Ad. 6.

Supervisory Board of the Company proposes to the General Meeting to adopt the following d e c i s i o n:

"Pursuant to the Article 17 of the Company's Constitution, it is established that the current mandate of the Supervisory Board Members: Ivan Majdak, Mladen Vedriš, Ana Hanžeković, Suzana Cross and Ian David Page, terminates on 29 July 2017.

Members of the Supervisory Board of the Company for new mandate period from 29 July 2017 to 29 July 2018, are:

1. Ivan Majdak, residing at Hercegovačka 109, Zagreb, Croatia, OIB: 07420022455, profession: veterinarian;

2. Mladen Vedriš, residing at Trg kralja Tomislava 8, Zagreb, Croatia, OIB: 28394210545, profession: economic expert and university professor;

3. Ana Hanžeković, residing at Visoka 4, 10000 Zagreb, Croatia, OIB: 91033918217, profession: lawyer;

4. Suzana Cross, residing at Coruisk, Cavendish Road, Bowdon, WA14 2NH, the United Kingdom of Great Britain and Northern Ireland, OIB: 79647244087,profession: lawyer. "

Ad. 7.

Supervisory Board of the Company proposes to the General Meeting to adopt the following d e c i s i o n:

"Decision on the appointment of the company PricewaterhouseCoopers d.o.o., Zagreb, Ulica kneza Ljudevita Posavskog 31/VI as the Company auditor for the year 2017."

Ad. 8.

Management Board and the Supervisory Board of the Company propose to the General Meeting to adopt the following d e c i s i o n on amendments to the Company's Constitution:

"a) Article 24 of the Company Constitution is amended and will read as follows:

"The Company shall publish all of the information required to be available to the public pursuant to law on the official website of the court registry. All other information and announcements prescribed by law shall be published by the Company in official website."

Other provisions of the Company's Constitution remain unchanged.

Supervisory Board is authorized to establish a complete and consolidated text of the Company's Constitution in accordance with this Decision on Amendments to the Constitution. Supervisory Board will submit the complete and consolidated text of the Company's Constitution for approval to the notary public."

IV.

In accordance with Article 279 of the Companies Act and Article 11 of the Company's Constitution, all shareholders registered as the Company's shareholders with the depository of the Central Depository and Clearing Company Inc. at the beginning of the 21st day before the General Meeting and which in advance, at least 6 days before the day of General Meeting, file an application for participation at the General Meeting through registered mail or at the Company's seat. The given deadline does not include the day on which the General Meeting will be held, i.e. the day on which the Company received the application.

The shareholders at the General Meeting can be represented by proxies based on a valid power-of- attorney issued by the shareholder, and if the shareholder is a legal person, by its authorized representative.

Each ordinary share gives a right to one vote at the General Meeting.

If the General Meeting could not be held due to absence of quorum set out in the Company Constitution, new General Meeting will be held at the same place on 28 February 2017, with the beginning at 13:00 hours.

V.

Instructions on the Shareholders' rights:

The shareholders who together own shares which constitute the twentieth part of the share capital of the Joint Stock Company can request that an additional subject is included in the Agenda and that is it announced in accordance with the Art. 278 of the Companies Act, such request must be submitted with the Company at least 24 days before the General Meeting, while this period does not include the day on which the request has been submitted with the Company.

The shareholders have the right to submit counterproposals to the decision proposals relating to particular agenda item if the shareholder submits such counterproposal to the Company address stated in this announcement at least 14 days before the General Meeting, while this period does not include the day on which the request has been submitted with the Company. The counterproposal must contain the full name of the shareholder and must be explained in accordance with the Art. 282 of the Companies Act. In case the shareholder does not exercise this right, he shall not lose his right to make counterproposals at the General Meeting.

The shareholders have the right at the General Meeting to request information on Company's operations if it is necessary for the evaluation of agenda items, in accordance with the Art. 287 of the Companies Act.

The following documents are available on the Company's web-site www.genera.hr:

• Invitation to the General Meeting with the content of decision on convocation of the General Meeting, conditions for attending the General Meeting and using a right to vote;

• Total number of shares and voting rights at the time of the adoption of the decision on convening the General Meeting;

• Materials for the General Meeting.

VI.

Instructions for participation in the activities of the General Meeting:

Right to participate and vote at the General meeting of the Company have all of the Company's shareholders personally or through a legal representative or a proxy, who have cumulatively fulfilled the following conditions:

1. They have registered for the participation in the General meeting through registered mail or at the Company's seat, at least 6 days before the day of General meeting;

2. They have been registered as the Company's shareholders with the depository of the Central Depository and Clearing Company Inc. at the beginning of the 21st day before the General Meeting.