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AD Plastik d.d.

AGM Information Jul 18, 2024

2080_agm-r_2024-07-18_8fc2a6f7-f817-4f41-95bd-52ac25356d4c.pdf

AGM Information

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Announcement of regulated information

Security: ADPL / ISIN: HRADPLRA0006 LEI: 549300NFX18SRZHNT751 Home Member State: Croatia Quotation: Zagreb Stock Exchange, Prime Market

Solin, July 18, 2024

General Assembly held

In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, we hereby inform you that the ordinary General Assembly meeting was held today in Solin, where all draft decisions stated in the Invitation to the General Assembly were confirmed.

The decisions of the General Assembly are attached to this announcement.

AD Plastik d.d.

D E C I S I O N S of the ordinary General Assembly of AD Plastik d.d. Solin as of July 18, 2024

Ordinary General Assembly of AD Plastik d.d. was held on July 18, 2024, in the premises of the headquarters of AD Plastik d.d., Matoševa 8, Solin with the following agenda:

    1. Annual Financial Statements of AD Plastik d.d. and Consolidated Annual Financial Statements of AD Plastik Group for 2023, Annual report on the status of AD Plastik Group for 2023, and Report by the Supervisory Board on the performed supervision over the management of the business of AD Plastik Group for 2023;
    1. Decision on the issuance of approval to the Management Board for their work in 2023;
    1. Decision on the issuance of approval for work to the Supervisory Board members in 2023;
    1. Decision on the appointment of an auditor for 2024 and defining remuneration for their work;
    1. Decision on the use of the profit realized in 2023;
    1. Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2023;
    1. Decision on the approval of amendments to the Remuneration Policy of members of the Management Board of AD Plastik d.d.
    1. Decision on the election of one member of the Supervisory Board.

General Assembly of AD Plastik d.d., on which 2,555,921 votes were present, that is represented, comprising 60.86 percent of the total number of shares and the Company's share capital, has adopted decisions with the voting results, as follows:

Ad 2 Decision on the issuance of approval to the Management Board for their work in 2023: Approval to the Management Board for their work in 2023 has been issued.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 3 Decision on the issuance of approval for work to the Supervisory Board members in 2023: Approval to the Supervisory Board members for their work in 2023 has been issued.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 4 Decision on the appointment of an auditor for 2024 and defining remuneration for their work:

  • I. The company KPMG Croatia, d.o.o., OIB: 20963249418, Zagreb, Ivana Lučića 2/a has been appointed as the auditor for 2024 for AD Plastik d.d. Solin.
    • II. Remuneration for the work of the auditor for 2024 shall be established by a special Contract between the Company and the auditor, in accordance with the valid Audit Act (Official Gazette No. 127/17, 27/24).

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 5 Decision on the use of the profit realized in 2023:

Profit of AD Plastik d.d. Solin (hereinafter: the Company), realized in 2023, after taxation amounts to EUR 1,039,559 and shall be allocated to the retained earnings of the Company.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 6 Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2023:

The audited Remuneration Report of Management and Supervisory Board Members for 2023 has been approved in the text published as Annex 1 of the Invitation to the General Assembly, together with the auditor's report, which form an integral part of this Decision.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 7 Decision on the approval of amendments to the Remuneration Policy of members of the Management Board of AD Plastik d.d.:

I. The draft amendments have been approved to the Remuneration Policy of members of the Management Board of AD Plastik d.d. which was approved by the decision of the General Assembly of shareholders dated July 15, 2021 (hereinafter: Remuneration Policy) in accordance with the determination of the Supervisory Board of the Company, in such a way that:

1) item 1 of the Remuneration Policy is amended to read:

"1 Introduction - basic principles and goals of the Remuneration Policy

The maximum amount of remuneration of the members of the Management Board and to what extent the remuneration contributes to the business strategy and long-term development of the company (Article 247a paragraph 1 points 1 and 2 of the Corporations Act)

The Company is a multinational company with eight production sites in five countries, whose operational activities extend to five continents and more than twenty countries. AD Plastik Group (hereinafter: Group) is the leading company specialising in the development and production of interior and exterior car components in Croatia and one of the leading companies in Eastern Europe. The Group's corporate culture is based on sustainability, encouraging cooperation and recognising excellence.

This Remuneration Policy shall establish a remuneration system for members of the Management Board by defining transparent rules and procedures for determining remuneration of the Management Board members that align interests of the Management Board members with long-term interests as well as successful and ethical implementation of the business strategy and development of the Company and the entire Group.

The total remuneration of a member of the Management Board for a particular year can amount to a maximum of the total fixed annual salary of an individual member of the Management Board, together with the annual variable remuneration (bonus), which in total can amount to a maximum of 200% of the annual gross salary earned in the year for which the variable remuneration is awarded, if the variable remuneration

is paid in money, i.e. annual net salary if the variable remuneration is paid in Company shares, as well as other benefits, all as detailed in the following provisions of this Policy."

2) in the headings of points 2, 3, 4, 5, 6, 7 and 8 of the Remuneration Policy the words: "point 2 of the Corporations Act, point 3 of the Act, point 4 of the Corporations Act, point 5 of the Corporations Act, point 6 of the Corporations Act, point 7 of the Corporations Act, points 8 and 9 of the Act", are amended to read: "point 3 of the Corporations Act, point 4 of the Corporations Act, point 6 of the Corporations Act, point 7 of the Corporations Act, point 8 of the Corporations Act, point 9 of the Corporations Act, points 10 and 11 of the Corporations Act ".

II. The revised text of the Remuneration Policy, which was published as an appendix 2 to the Invitation to the General Assembly, which forms an integral part of this Decision and which supersedes the previous text of the Remuneration Policy, has been approved.

III. This Decision shall enter into force on the day of its adoption.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

Ad 8 Decision on the election of one member of the Supervisory Board:

Article 1

Mr. Ivica Tolić, OIB: 36637114938, law graduate, address: Split, Ruđera Boškovića 16, has been elected as a member of the Supervisory Board of AD Plastik d.d.

Article 2

The term of office of the elected member of the Supervisory Board starts on August 25, 2024, and lasts for 4 (four) years.

The aforementioned decision has been adopted unanimously, with 2,555,921 votes "pro".

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