AGM Information • Jun 11, 2015
AGM Information
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Based on the Article 277 of the Company Law (NN 111/93, 34/99, 52/00, 118/03, 137/09, 152/11, 111/12 and 144/12) and the Article 35 of the Articles of Incorporation of AD PLASTIK Inc., Solin, the Board of AD PLASTIK Inc., Solin, passed on 01.06.2015 a decision, by which they are
I. The General Assembly shall be held on 23. 07. 2015 (Thursday), with the beginning at 10 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 6 and 7, and the Supervisory Board for Item 6 and 7, the passing of the following decisions:
Ad 1. The Annual Report on AD PLASTIK Group for 2014 is accepted
Ad 2. The Report by the Supervisory Board on the performed supervision over management of jobs in AD PLASTIK Group for 2014 is accepted.
Ad 3. The profit of AD PLASTIK Inc. Solin from 2014, after taxation, amounts to HRK 12.724.371,00and shall be used as unallocated (retained) profit.
Ad 4. Approval to the Board for their work in 2014 is issued.
Ad 5. Approval to the members of the Supervisory Board for their work in 2014 is issued.
Ad 6. I. The company of DELOITTE Ltd., Zagreb, Radnička cesta 80 is appointed as the
auditor for 2014 for AD PLASTIK, Inc. Solin;
II. Remuneration for the work of the auditor for 2015 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);
For the members of the Supervisory Board of AD Plastik Inc. shall be elected:
The term of office of the elected members of the Supervisory Board starts on the date of adoption of this Decision and lasts for 4 (four) years.
III. In case the General Assembly is not held on 23. 07. 2015 because of lack of quorum or for other reasons, the next session of the General Assembly shall be held on 06. 08. 2015 (Thursday) 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 share gives the right to one vote at the General Assembly, except for the own (treasury) shares of the Company, i.e. the share without voting right, of which at the time of the convening of the General Assembly the Company has 31.762. The total number of the shares with voting right at the time of convening of the General Assembly is 4.167.822.
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 02.07.2015 (Thursday) entered in the Središnje klirinško depozitarno društvo Inc. as the owners of the Company shares, and who have six days before the session of the General Assembly, at the latest, or on 16.07.2015 (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 Inc.
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 certified copy, 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 to 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 or 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 by 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 Inc., 21210 Solin, Matoševa 8.
The day when the counter-motion is received by the Company shall not be included in this period of time of 14 days. The counter-motion shall be available at the internet site of the Company: www.adplastik.hr.
If a shareholder does 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.
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 shall be available at the internet site of the Company: www.adplastik.hr :
Invitation for the General Assembly of the Company;
Explanation, if the General Assembly does not need to make a decision about a certain item on the agenda;
Materials regarding the General Assembly;
Registration forms and power of attorney forms for participation and casting votes at the General Assembly;
The shareholders' request for a matter to be included in the General Assembly agenda (amendment of the agenda), which is received by the Company after the General Assembly has been convened.
XI. 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.
| President of the Board Board Member Board Member Board Member Board Member Board Member | |||||
|---|---|---|---|---|---|
| Marinko Došen | Mladen Peroš | Ivica Tolić | Katija Klepo | Denis Fusek | Hrvoje Jurišić |
____________ _________ _________ _________ __________ ___________
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