AGM Information • Jun 6, 2011
AGM Information
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Based on the Article 277 of the Company Law (NN 111/93, 34/99, 52/00, 118/03 and 137/09) and the Article 35 of the Articles of Incorporation of AD PLASTIK d.d., Solin, the Board of AD PLASTIK d.d., Solin, passed on 01.06.2011 a decision, by which they are
I. The General Assembly will be held on 14. 07. 2011 (Thursday), with the beginning at 12 a.m. in the administrative building of the Company in Solin, Matoševa 8, with the following
Establishing the list of participants in the General Assembly
The Board and the Supervisory Board are proposing, except for the Item 7 and 13, and the Supervisory Board for Item 7 and 13, the passing of the following decisions:
Ad 1) The Annual Report on the state in the concern of AD PLASTIK for 2010 is accepted;
The shareholders of AD PLASTIK, d.d., entered in the depository of the Središnje $\mathbf{L}$ klirinško depozitarno društvo d.d., as owners of shares marked ADPL-R-A, acquire on the day of passing of this Decision claim for dividend payment from the profit for 2010, and from the other reserves of the Company, and that in the amount of HRK 7,50 per share;
Ad 5) Approval to the Board for their work in 2010 is issued;
In the Articles of Incorporation of AD PLASTIK d.d., Solin (final draft, which includes the Articles of Incorporation of December 18, 1995, and its modifications and amendments of April 28, 1997, July 21, 2000, July 26, 2001, April 15, 2002, July 8, 2004, June 21, 2007, July 18, 2008 and July 16, 2009, hereinafter: the Articles of Incorporation), Article 16 is modified and reads now:
"The Company may issue shares, which are made out to a name, and regular and preferred shares in accordance with the law and these Articles of Incorporation."
The titles above the Article 17 and the Article 17 of the Articles of Incorporation are modified and read now:
Upon expiry of the business year, the Board is entitled to pay to the shareholders, from the foreseeable part of the net profit, dividend advance-money, under fulfillment of the following conditions:
As dividend advance-money, maximum one half of the amount of the profit, decreased by the amounts which must be entered in the reserves of the Company according to the law and these Articles of Incorporation, may be paid but not more than one half of the last year's profit of the Company."
In Article 18 of the Articles of Incorporation the words: "Central Depositary Agency (=Središnja depozitarna agencija)" and "(SDA)" are replaced by the words: "Središnje klirinško depozitarno društvo $d.d.$ " and $,(SKDD)$ ".
Article 20, Section 1, of the Articles of Incorporation is modified and reads now:
"(1) The Company Board consists of 5 (five) to 8 (eight) members, who are appointed and revoked by the Supervisory Board.
The Supervisory Board defines the number of the Board members."
"With the prior consent of the Supervisory Board, the Board performs the following jobs:
The procedure regarding the issue of the consent from the previous paragraph of this Article is regulated into more detail by the Rules of Procedure on the work of the Supervisory Board".
$n(3)$ Two members of the Supervisory Board are appointed by the shareholder of the company – Open "Holding "Autokomponente", registry number of the state registration stock company 1117847003724, Sankt-Petersburg, Russia, for a period of 4 (four) years, and they may be appointed again."
" $(1)$ The Supervisory Board performs especially these jobs:
and the by-laws of the Company;
"(3) Regarding the other matters, other than those in Sections 2 and 4 of this Article, the Supervisory Board passes their decisions by the majority of the votes cast. In case of parity of votes, the tie-breaking vote is the vote of the Chairman of the Supervisory Board.
(4) The Rules of Procedure on the work of the Supervisory Board are passed by the Supervisory Board by the majority of 6 (six) members".
In Article 33 of the Articles of Incorporation, Section 1 is amended by a sub-paragraph reading:
" - on Company shares listing in a regulated market for the purpose of trading and withdrawal of the shares from that listing."
In Article 35 of the Articles of Incorporation, Section 4 is modified and reads now:
" (4) The Company Board must submit communications regarding the upcoming General Assembly, and communications regarding the decisions by the General Assembly, to the shareholders in line with the provisions from the Rules of Procedure on the work of the General Assembly".
In Article 36 of the Articles of Incorporation, Section 1 is modified and reads now:
..(1) Only those shareholders are entitled to participate in the work of the General Assembly and use their voting right, who have registered their participation in the General Assembly in written form, in advance, six days before the General Assembly session, at the latest, with the legal department of the Company or with a public notary, whose official seat corresponds to the seat of the Company, and those who will submit proof, in written form, about possessing a share at the beginning of the $21st$ (twenty first) day before the session of the General Assembly, which is issued by the Središnje klirinško depozitarno društvo d.d. (SKDD)."
In Article 44 of the Articles of Incorporation, in Section 1, Sub-section 4 and the words: "to be entered in the statutory reserves, if the Company possesses these" are deleted, and a new Section 2 is added. reading:
"(2) The Company must enter in the statutory reserves from Section 1, paragraph 2 of this Article the twentieth part of the profit for the current year decreased by the amount of the loss from the previous year, until the reserves, together with the capital reserve funds, reach the amount of $10\%$ of the Company's capital stock".
The so far Section 2 of the Article 44 of the Articles of Incorporation is modified, and becomes now Section 3, and also new Sections 4, 5, 6 and 7 are being added, reading:
"(3) The amount of the net profit, which remains after it has been used for the purposes from Section 1 of this Article, may be allocated, in line with the provisions from the Company Law:
To other reserves from the profit;
To be divided among the shareholders (dividend);
-For other purposes, and that: payments to the employees, members of the Board and the Supervisory Board.
(4) After the annual financial statements have been established, the Board and the Supervisory Board
may use the amount of the net profit, which remains after it has been used for the purposes from Section 1 of this Article, for their entry in the other reserves from profit but not more than one half of that amount.
protected by an adequate degree of secrecy;
Documents and data, which have been declared as business secret by the Assembly, the Super- $10.$ visory Board or the Management Board of the Company".
In Article 51 of the Articles of Incorporation, Section 2 is deleted, and in Article 52 Section 3 is deleted.
The Supervisory Board is authorized to establish and issue the final draft of the Articles of Incorporation.
These modifications of the Articles of Incorporation shall come into force on the day of the entry in the court register with the Commercial Court in Split.
Ad 9) Rules of Procedure on the work of the General Assembly of AD PLASTIK d.d. Solin are passed.
Ad 10) Decision on giving the authority to the Board for acquiring of their own shares is passed, which reads:
Authority is issued to the Board of AD PLASTIK, d.d. that they may acquire, on behalf of the company of AD PLASTIK, d.d. the shares of this company, as the issuer, marked as ADPL-R-A (hereinafter: Own Shares), under the following conditions:
The Board of AD PLASTIK d.d. may dispose of the Own Shares, they already hold or have acquired based on this Decision, without any special decision by the General Assembly of the Company being necessary whereby, by this Decision, the priority right of the existing shareholders is excluded.
This Decision becomes effective and applicable on the day of its passing.
(1) It is established that the Board of AD Plastik, d.d. (hereinafter: ADP) has prepared a report on rendering of financial help of 18.05. 2011, in order for the employees of ADP and of other companies, which are connected with this company, to acquire the shares of ADP, which report has been accepted by the Supervisory Board of ADP during the session of 26. 05. 2011, and which has been submitted to the Commercial Court in Split, as the registration court, on ........ 2011 (hereinafter: Report by ADP Board on Rendering of Financial Help).
(2) Previous consent is issued to ADP Board, in line with the Report by ADP Board on Rendering of Financial Help, to conclude, on behalf of ADP, as the lender, with the company of NOVI ESOP d.o.o. (hereinafter: NOVI ESOP), as the borrower, a contract on a long-term loan, with these essential elements:
This Decision becomes effective and applicable on the day of its passing.
Payment of a special prize to the Chairman and the members of the Supervisory Board of AD PLASTIK d.d., Solin, for their successful work in 2010 is established, and that:
To the Chairman of the Supervisory Board in the amount of one average monthly gross salary for the Chairman of the Board of AD PLASTIK d.d., Solin, established for the period from February-April 2011;
Ad 13) Decision on the selection of two members of the Supervisory Board is passed, reading:
As members of the Supervisory Board of AD PLASTIK d.d. the following members are selected:
The term of office for the selected members of the Supervisory Board starts to run with the day of the passing of this Decision and lasts for 4 (four) years.
III) In case the General Assembly is not held on 14, 07, 2011 because of lack of quorum or for other reasons, the next session of the General Assembly will be held on 25, 07, 2011 (Monday) at the same time and at the same place, and with the same agenda as stated in this Invitation.
The capital stock of the Company is divided into totally 4.199.584 regular shares in somebody's name, every one of them in the nominal amount of HRK 100.00.
Every regular session gives the right to one vote at the General Assembly, except for the own (treasury) shares of the Company, i.e. the shares without voting right, of which at the time of the convening of the General Assembly the Company has 123.779. The total number of the shares with voting right at the time of convening of the General Assembly is 4.075.805.
Only those shareholders are entitled to participate in the General Assembly and use their voting rights, who were at the beginning of the 21st day before the session of the General Assembly, i.e. on 23.06.2011 (Thursday) entered in the Središnje klirinško depozitarno društvo d.d. as the owners of the Company shares, and who have six days before the session of the General Assembly, at the latest, or on 07.07.2011 (Thursday), at the latest, registered their participation in the assembly, in advance, in written form, with the legal department of the Company or with a public notary, whose official seat corresponds to the seat of the Company. Together with the registration for participation in the General Assembly and the use of the voting right, the shareholder must submit, in written form, proof of possessing a share at the beginning of the $21st$ day before the session of the General Assembly, issued by Središnje klirinško depozitarno društvo d.d.
Data on the public notaries through whom the shareholders can register their participation in the Company assembly are:
1) Public notary Marija Ivančić, 21210 Solin, Kralja Zvonimira bb, Republic of Croatia, phone/fax: $+385-21-210-548$ , e-mail: [email protected];
2) Public notary Boško Jurišić, 21210 Solin, Kralja Zvonimira 85, Republic of Croatia, phone/fax: +385-21-213-286.
The use of the registration forms for participation in the General Assembly is recommended. The forms may be obtained with the legal department at the Company seat, and are also available at the internet site of the Company: www.adplastik.hr.
Representatives and proxies of the shareholders, who have registered their participation in the manner and under the conditions described in Item IV of this Invitation, and who have proved their identity, may also participate in the General Assembly and use their voting rights, and that: - Representatives, based on an adequate document on representation, which is submitted to the Company as an original or as a verified translation, by way of the legal department, by the day when the General Assembly is held, at the latest;
The use of the power of attorney forms is recommended, which may be obtained with the legal department at the Company seat, and which are also available at the internet site of the Company: www.adplastik.hr
If the shareholders, who jointly possess shares in the amount of the twentieth part of the Company's capital stock, request, after the General Assembly has been convened, for a matter to be included in the agenda of the General Assembly and to be announced, explanations and draft decisions must be provided for every new matter included in the agenda.
The request for inclusion of a matter in the agenda must be received with the Company at least 30 days before the General Assembly is held. This period of time does not include the day when the request was received with the Company.
Counter-motions by the shareholders in relation to the draft decision provided by the Board and/or Supervisory Board regarding a certain item on the agenda, must be available, under statement of their names and family names, explanations and possibly the standpoint of the Board, to the persons mentioned in Article 281, Sections 1 to 3 of the Company Act under the prepositions stated there, if a shareholder submits his counter-motion to the Company at least 14 days before the General Assembly is held, at the address of the Company seat: AD PLASTIK d.d., 21210 Solin, Matoševa 8.
The day when the counter-motion is received with the Company shall not be included in this period of time of 14 days. The counter-motion will be available at the internet site of the Company: www.adplastik.hr
If a shareholder doest not exert this right, the consequence shall not be the loss of the right to include the counter-motion in the General Assembly session.
The above said shall also be applied, in an appropriate manner, to the filing of motion by the shareholders regarding the selection of members of the Supervisory Board or appointment of an auditor. Such a motion need not be explained. The Board needs not make the motion available to the shareholders, if it does not contain any data, which must be announced with the motion for selection of members of the Supervisory Board and appointment of an auditor, or data on memberships of the persons proposed for selection in Supervisory, i.e. Management Boards of other companies, and other supervisory bodies at home and abroad.
IX) RIGHT TO BE INFORMED ABOUT COMPANY'S BUSINESSES:
During the General Assembly, the Board must give every shareholder, at their request, information regarding the businesses of the Company, if this is necessary for the matters included in the agenda to be judged, in accordance with Article 287 of the Company Law.
Immediately after the announcement of the invitation for the General Assembly, the following will be available at the internet site of the Company: www.adplastik.hr:
XI) The shareholders are entitled to review the materials for the General Assembly in the period from the day of the announcement of this Invitation until the day when the General Assembly is held, and that with the Company's legal department, during working hours.
AD PLASTIK d.d., Solin Board Member Ivica Tolić
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