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AD Plastik d.d.

Pre-Annual General Meeting Information May 29, 2019

2080_agm-r_2019-05-29_2d2a2a0a-8601-42b3-96e4-977fb63c8960.pdf

Pre-Annual General Meeting Information

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Announcement of regulated information

Security: ADPL / ISIN: HRADPLRA0006 Quotation: Zagreb Stock Exchange, Prime Market

Solin, May 29, 2019

Invitation to the General Assembly

In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, AD Plastik hereby announces invitation to the General Assembly that will be held on July 11, 2019, starting at 12 o'clock in company premises in Solin.

Invitation to the General Assembly with the agenda and draft decisions are attached to this announcement.

Contact:

Katia Zelić Investor Relations Manager

mob. +385 91 221 1446 [email protected]

Based on the Article 277 of the Company Law (NN 111/93, 34/99, 52/00, 118/03, 137/09, 152/11, 111/12, 144/12, 68/13, 110/15 and 40/19) and the Article 35 of the Charter of AD PLASTIK d.d., Solin, the Management Board of AD PLASTIK d.d., Solin, on May 28, 2019 made a decision to

C O N V E N E the ordinary General Assembly of AD PLASTIK d.d. Solin

I. The General Assembly shall be held on July 11, 2019 (Thursday), at 12 a.m. in the Administration building of the Company in Solin, Matoševa 8, according to the following

A g e n d a

  • establishing the list of participants in the General Assembly

    1. Annual Financial Statements of AD PLASTIK d.d. and Consolidated Annual Financial Statements of AD PLASTIK Group for 2018, Annual report on the state of AD PLASTIK Group for 2018, and Report by the Supervisory Board on the performed supervision over management of business in AD PLASTIK Group for 2018
    1. Decision on issue of approval to the Management Board for their work in 2018
    1. Decision on issue of approval for work to the Supervisory Board members in 2018
    1. Decision on appointment of an auditor for 2019 and defining remuneration for its work
    1. Decision on use of the profit from 2018
    1. Decision on dividends payment
    1. Decision on the election of one member of the Supervisory Board

II. Draft decisions:

The Management Board and the Supervisory Board have proposed, except for the Items 4 and 7 and the Supervisory Board for Items 4 and 7, the passing of the following decisions:

Ad 2. Approval to the Management Board for their work in 2018 has been issued.

Ad 3. Approval to the members of the Supervisory Board for their work in 2018 has been issued.

Ad 4. I. The company DELOITTE Ltd., Zagreb, Radnička cesta 80 has been appointed as the auditor for 2019 for AD PLASTIK, d.d. Solin;

II. Remuneration for the work of the auditor for 2019 shall be established by a special Contract between the Company and the auditor, in accordance with the valid Audit law (NN No. 127/17);

Ad 5. The profit of AD PLASTIK d.d. Solin (hereinafter referred to as: the Company) for 2018, after taxation, amounts to HRK 88,961,262.00 and shall be used as follows:

  • for dividend payment in the amount of HRK 52,494,800.00,

  • remaining portion for retained earnings.

Accrued dividend for the Company's own shares as of the date which is relevant for the acquisition of a claim for dividend payment, shall be allocated to retained earnings.

Ad 6. The Decision on dividend payment has been adopted as follows:

  • I. The Shareholders of AD PLASTIK d.d. (hereinafter: the Company), registered as holders of shares under the ticker symbol ADPL in the depository of the Central Depository and Clearing Company d.d., on July 18th, 2019 acquire the claims to dividend payment out of profit for the year 2018 in the amount of HRK 12.50 per share, decreased for the amount of HRK 3.00 per share that has already been paid as dividend advance payment;
  • II. The claims to dividend payment become due on July 25, 2019.
  • III. The dividend payment period lasts from July 19, 2019 to July 25, 2019.
  • IV. The Management Board of the Company is instructed to publish this decision at the Zagreb Stock Exchange without delay after the meeting of the General Assembly.
  • V. This Decision shall enter into force on the date of its adoption.

Ad. 7. Decision on the election of one member of the Supervisory Board has been made, as follows:

Article 1.

As the member of the Supervisory Board of AD PLASTIK d.d. has been elected:

  • Mr. Igor Anatolyevich Solomatin, OIB: 57326820923, Electrical Engineer, from Saint Petersburg, street: Ryleeva 2-2, Russian Federation,.

Article 2.

The term of office of the elected member of the Supervisory Board starts as from July 24, 2019 and lasts for 4 (four) years.

III. Explanation on the draft decisions of the General Assembly:

Ad. 1. Pursuant to Article 280.a paragraph 1, item 2 of the Companies Act, shareholders are informed that pursuant to Article 300 d of the Companies Act and Article 29 of the Company Charter, the Management Board and the Supervisory Board have established the audited Annual Financial Statements of AD PLASTIK d.d. and Consolidated Annual Financial Statements of AD PLASTIK Group for 2018. The General Assembly shall not decide upon these Statements.

The Supervisory Board also adopted the Annual Report on the state of AD PLASTIK Group for 2018 as well as the Report on the performed supervision over management of business in AD PLASTIK Group for 2018.

The aforementioned audited annual financial statements, together with the Annual Report on the state of AD PLASTIK Group for 2018 and the Report by the Supervisory Board on the performed supervision over management of business in AD PLASTIK Group for 2018 shall be submitted to the General Assembly. The General Assembly shall not decide upon this item of the agenda.

Ad. 2 Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to adopt a decision on granting approval (clearance) to the Management Board for their work in 2018.

Ad. 3. Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to adopt a decision on granting approval (clearance) to the Supervisory Board members for their work in 2018.

Ad. 4. Pursuant to Article 280, paragraph 3 of the Companies Act, the Supervisory Board proposes to the General Assembly to adopt a decision on appointing the company DELOITTE

Ltd., Zagreb, Radnička cesta 80, as an auditor of the Company for the business year 2019.

Ad. 5. The Management Board and the Supervisory Board propose to the General Assembly to adopt the decision by which the Company's net profit generated in 2018 in the amount of HRK 88,961,262.00 shall be used partly to pay dividends to the shareholders in the amount of HRK 52,494,800.00, while the remaingin portion shall be allocated to retained earnings..

Accrued dividend for the Company's own shares as of the date which is relevant for the acquisition of a claim for dividend payment, ie. on July 18, 2019 shall be allocated to retained earnings.

Ad. 6. The Management Board and the Supervisory Board propose to the General Assembly to adopt a decision according to which to the shareholders registered as holders of shares of the Company in the depository of the Central Depository and Clearing Company d.d., on July 18th, 2019 shall be paid the dividend from profit for 2018 in the amount of HRK 12.50 per share, decreased for the amount of HRK 3.00 per share that has already been paid as dividend advance payment in March this year. The dividend shall be paid on July 25, 2019.

Ad. 7. Pursuant to Article 280, paragraph 3 of the Companies Act, the Supervisory Board proposes to the General Assembly to elect one member of the Supervisory Board of AD PLASTIK d.d., namely Mr. Igor Anatolyevich Solomatin.

Term of office of Mr. Igor Anatolyevich Solomatin as member of the Supervisory Board shall expire on July 23, 2019 so his re-election for another term of office of 4 (four) years, starting on July 24, 2019 has been proposed.

Mr. Igor Anatolyevich Solomatin is a president of the supervisory board of the following companies: Joint Stock Company «ARTOS», INN 7704443386, Joint Stock Company «Promtehnopark «Ochakovo», INN 9729270731, Closed Joint Stock Company «Monetnaya», INN 7813509380, Joint Stock Company «Pavlovskiy mashinostroitelniy zavod «Voshod», INN 5252000375, and a member of the supervisory board of the following companies: Joint Stock Company «Michurinskiy zavod «Progress», INN 6827005976 and Open Joint Stock Company «Ulan-Udenskoe priborostroitelnoe proizvodstvennoe obedinenie», INN 0323053578, and all these companies are headquartered in the Russian Federation. The biography of the aforementioned candidate nominated for the member of the Supervisory Board has been published on the Company's website www.adplastik.hr.

IV.In case the General Assembly is not held on July 11, 2019 because of lack of quorum or for other reasons, the next session of the General Assembly shall be held on July 25, 2019 (Thursday) at the same time and at the same place, and with the same agenda as stated in this Invitation.

V. 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 ordinary 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 the General Assembly the Company has 63,778. The total number of the shares with voting right at the time of convening the General Assembly amounts to 4,135,806.

VI.PREPOSITIONS FOR PARTICIPATION OF SHAREHOLDERS IN THE GENERAL ASSEMBLY AND USE OF THE VOTING RIGHT:

Only those shareholders, who at the beginning of the 21st day before the session of the General Assembly, i.e. on June 20, 2019 (Thursday) were registered in 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 July 04, 2019 (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, are entitled to participate in the General Assembly and use their voting rights. 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.) acting Public notary Snježana Ludvajić, 21210 Solin, Kralja Zvonimira 75, Republic of Croatia, phone/fax: +385-21-210-548, e-mail: [email protected] ;

2.) acting Public notary Maja Radovani, 21210 Solin, Kralja Zvonimira 85, Republic of Croatia, phone/fax: +385-21-213-286, e-mail: [email protected]

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.

VII. VOTING PROCEDURE BY WAY OF A PROXY:

Representatives and proxies of the shareholders, who have registered their participation in the manner and under the conditions described in Item VI 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 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.

VIII. INCLUSION OF NEW MATTERS IN THE AGENDA:

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.

IX. COUNTER-MOTIONS BY THE SHAREHOLDERS:

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 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 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 needs 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.

X. RIGHT TO BE INFORMED ABOUT COMPANY'S BUSINESS:

During the General Assembly, the Management Board must give every shareholder, at their request, information regarding the business 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.

XI. NOTICES ON THE INTERNET SITE OF THE COMPANY:

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, together with materials for the General Assembly foreseen by law,
  • 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.

XII.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 with the Company's legal department, during working hours.

MANAGEMENT BOARD of AD PLASTIK d.d., Solin

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