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AD Plastik d.d.

AGM Information Jul 18, 2013

2080_agm-r_2013-07-18_ed60b74d-9497-4526-ae12-543ba7d8df40.pdf

AGM Information

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DECISIONS Of Regular Shareholders' Meeting of AD PLASTIK d.d. Solin Held on 18 July 2013 (Thursday) Together with Voting Results and Information on Dividend Payment

  1. Decision on adoption of Annual Report on the state in the concern AD PLASTIK for 2012: The Annual Report on the state in the concern of AD PLASTIK for 2012 is accepted

2. Decision on adoption of Supervisory Board's Report on the performed supervision over management of jobs in the concern of AD PLASTIK for 2012

The Report by the Supervisory Board on the performed supervision over management of jobs in the concern of AD PLASTIK for 2012 is accepted

3. Decision on use of the profits from 2012:

The profit of AD PLASTIK Inc. Solin from 2012, after taxation, amounts to HRK 44.767.327,69 and shall be used as follows:

1. for payment of dividend: HRK 33.274.424,00
2. for other reserves: HRK 11.492.903,69.

4. Decision on dividend payment :

  • The shareholders of AD PLASTIK, Inc. (hereinafter: Company), entered as owners $\mathbf{L}$ of shares marked ADPL-R-A in the depository of the Središnje klirinško depozitarno društvo Inc. on 25.07.2013, acquire claim for dividend payment from the profit for 2012 to the amount of HRK 8.00 per share, decreased for the amount of HRK 4.00 per share that has already been paid as dividend advance payment;
  • The claims regarding dividend payment become due on 24.08.2013; П.
  • The dividend payment period lasts from 14.08.2013 until 24.08.2013; III.
  • It is ordered to the Board of AD PLASTIK, Inc. to announce this Decision at the IV. Zagreb Stock Exchange latest until 9.30 am of the first working day after the General Assembly;
  • This Decision comes into force on the day of its passing. V.

5. Decision on issue of approval to the Board for their work in 2012: Approval to the Board for their work in 2012 is issued;

  1. Decision on issue of approval for work to the Supervisory Board members in 2012: Approval to the members of the Supervisory Board for their work in 2012 is issued;

7. Decision on appointment of an auditor for 2012 and defining of remuneration for his work:

I. The company of DELOITTE Ltd., Zagreb, Radnička cesta 80 is appointed as the auditor for 2013 for AD PLASTIK, Inc. Solin;

II. Remuneration for the work of the auditor for 2013 shall be established by a special contract between the Company and the auditor, in accordance with the valid tariff for the auditing services (NN No. 63/06);

8. Decision on giving the authority to the Board for acquiring of own shares s:

Article 1

Authority is issued to the Board of AD PLASTIK, Inc. that they may acquire, on behalf of the company of AD PLASTIK, Inc. the shares of this company, as the issuer, marked as ADPL-R-A (hereinafter: Own Shares), under the following conditions:

    1. The Board of AD PLASTIK, Inc. may acquire Own Shares within the limits of the proscribed reserves for these shares, in line with Section 2 of the Article 222a of the Company Law, with a further precondition that, together with the Own Shares that the Company already holds, the total number of Own Shares may be 100,000 (say: one hundred thousand) at the most;
    1. Own shares may be acquired by way of Zagreb Stock Exchange:
    1. The price at which Own Shares are purchased must not exceed 10% (ten percent) or be less than 10% (ten percent) of the average market price, which was achieved for these shares at Zagreb Stock Exchange during the previous day of trading;
    1. This authorization is valid by the end of July 2014.

Article 2

The Board of AD PLASTIK Inc. 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.

Article 3

This Decision becomes effective and applicable on the day of its passing.

9. Decision on modifications and amendments to the Rules of procedure of General assembly of AD PLASTIK Inc., Solin:

Article 1

In the Rules of procedure of General Assembly of AD PLASTIK Inc., Solin of July 14, 2011, no. 5.0/2011, (hereinafter: the Rules), Article 7, item 3 is modified and now reads:

"The invitation for holding of a General Assembly must be published at the latest 36 (thirty six) days before holding of the General Assembly. The day of publishing of the invitation, as well as the day when holding of the General Assembly starts are not reckoned within that term. Due to a Sunday, Saturday or a holiday, those terms are not transferred to the working day that precedes or follows the same. The reckoning of the terms is not governed by the provisions of the Law on Obligations about reckoning of time."

Article 2

In Article 8, Paragraph 2 is modified and reads:

"The Company Management Board must give the communications from the previous Paragraph of this Article to shareholders that request that. The mentioned communications are to be given in accordance with Article 36 of these Rules."

Article 3

In Article 11, Paragraph 1, in the second sentence, instead of the word "and", "or" should be stated.

Article 4

In Article 14, Paragraph 4 is modified and reads:

"A shareholder may have only one proxy, while several shareholders may have a single common proxy. If a shareholder authorizes more than one person, the Company may refuse to accept one or more of the given powers of attorney, except if the shares are kept in several accounts of non-materialized securities of the same shareholder, and each power of attorney was given for a separate account of non-materialized securities, or if several powers of attorney were given per shares that are kept in the custodian account, and the given powers of attorney refer to the realization of the voting right from a greater number of shares than was recorded in the custodian account."

Article 5

The Supervisory Board is authorized to define and publish the final draft of the Rules.

Article 6

This Decision enters into force with the day of its making.

VOTING RESULTS FOR EACH ADOPTED DECISION

No. Adopted decision No. of
shares as
basis for
valid votes
Share of capital
stock
represented by
such shares
serving as basis
for valid votes
No. of
APPROVE
votes for a
particular
decision
No. of
DISSAPPROVE
votes for a
particular
decision
No. of votes
that would
have
represented
ABSTAIN
votes
1. Annual report on
the state in the
concern of AD
PLASTIK for
2012
2.469.601 58,805% 2.469.601
2. Report by the
Supervisory Board
on the performed
supervision over
management of
jobs in the concern
of AD PLASTIK
for 2012
2.469.601 58,805% 2.469.601
3. Decision on use of
the profit from
2012
2.469.601 58,805% 2.469.601
4. Decision on
dividend payment
2.469.601 58,805% 2.469.601
5. Decision on issue
of approval to the
Board for their
work in 2012
2.469.601 58,805% 2.469.601
6. Decision on issue
of approval for
work to the
Supervisory Board
members in 2012
2.469.601 58,805% 2.469.601
7. Decision on
appointment of an
auditor for 2012
and defining of
remuneration for
his work
2.469.601 58,805% 2.469.601
8. Decision on
issuing the
authority to the
Board for
acquiring of Own
Shares
2.469.601 58,805% 2.469.601
9. Decision on
modifications and
amendments to the
Rules of procedure
of General
assembly of AD
PLASTIK Inc.,
Solin
2.469.601 58,805% 2.469.601

INFORMATION ON DIVIDEND PAYMENT

Dividend shall be paid through Central Depository Clearing Company Inc., Zagreb, .

$AS$ BOARD OF DIRECTORS AD PLASTIK Inc., Solin
Member of Board of Directors Ivica Tolić $24$ $\sim$ $\alpha$ SO)

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