AGM Information • Feb 26, 2016
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 Management Board of AD PLASTIK Inc., Solin, on 25.02.2016 made a decision to
I. The Extraordinary General Meeting shall be held on April 6, 2016 (Wednesday) at 12 a.m. in the Administration building in Solin, Matoševa 8, according to the following
establishing the list of participants in the General Assembly
Decision on payment of dividends
The Management Board and the Supervisory Board propose to adopt the following decision:
III. In case the General Assembly is not held on April 6, 2016 because of lack of quorum or for other reasons, the next session of the General Assembly shall be held on April 18, 2016 (Monday) at the same time and at the same place, and with the same agenda as stated in this Invitation.
IV. TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME OF CONVENING THE GENERAL ASSEMBLY:
The capital stock of the Company is divided into totally 4,199,584 ordinary registered shares. each 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 shares 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 March 16, 2016 (Wednesday) entered in the the Central Depository and Clearing Company 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 March 30, 2016 (Wednesday), 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 the Central Depository and Clearing Company 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;
Proxies, based on a power of attorney, in written form, which is submitted to the Company, by way of the Company's legal department, by the day when the General Assembly is held, at the latest. Apart from submission by direct handover or by mail, the proof of the appointment as
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proxy (scan of the signed power of attorney) may also be sent electronically, by e-mail to the address: [email protected].
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 Managenent 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 Management 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 countermotion 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 Management 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 Managment 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.
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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. 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.
MANAGEMENT BOARD of AD PLASTIK Inc., Solin
Marinko Došen, President of the Management Board
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