AD Plastik d.d. — AGM Information 2012

Jul 19, 2012

DECISIONS Of Regular Shareholders' Meeting of AD PLASTIK d.d. Solin Held on 19 July 2011 (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 2011: The Annual Report on the state in the concern of AD PLASTIK for 2011 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 2011

The Report by the Supervisory Board on the performed supervision over management of jobs in the concern of AD PLASTIK for 2011 is accepted

3. Decision on use of the profits from 2011:

The profit of AD PLASTIK Inc. Solin from 2011, after taxation, amounts to HRK 51,835,702.00 and shall be used as follows:

1. for payment of dividend:	HRK 33.566.728,00.
2. for other reserves:	HRK 18.268.974,00.

4. Decision on payment of dividends:

• The shareholders of AD PLASTIK, Inc. (hereinafter: Company), entered in the L. depository of the Središnje klirinško depozitarno društvo Inc., as owners of shares marked ADPL-R-A, acquire on the day of passing of this Decision claim for dividend payment from the profit for 2011, to the amount of HRK 8.00 per share, decreased for the amount of HRK 2.47 per share that has already been paid as dividend advance payment;
• The claims regarding dividend payment become due on 18.08.2012; П.
• The dividend payment period lasts from 08. 08. 2012 until 18. 08. 2012; 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;
• V. This Decision comes into force on the day of its passing.

5. Decision on issue of approval to the Board for their work in 2011:

Approval to the Board for their work in 2011 is issued

6. Decision on issue of approval for work to the Supervisory Board members in 2011: Approval to the members of the Supervisory Board for their work in 2011 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 2012 for AD PLASTIK, Inc. Solin;

• II. Remuneration for the work of the auditor for 2012 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):

• Decision on modifications and amendments to the Articles of Incorporation of AD PLASTIK Inc.:

Article 1

In the Articles of Incorporation of AD PLASTIK Inc., Solin (final draft, which includes the Articles of Incorporation of December 18, 1995, and its modifications and amendments of April 28, 1997, July 21, 2000, July 26, 2001, April 15, 2002, July 8, 2004, June 21, 2007, July 18, 2008, July 16, 2009 and July 14, 2011, hereinafter: the Articles of Incorporation), Article 20 item 1 is modified and reads now:

"(1) The Company Board consists of 3 (three) to 8 (eight) members, who are appointed and revoked by the Supervisory Board. The Supervisory Board defines the number of the Board members."

Article 2

The Supervisory Board is authorized to establish and issue the final draft of the Articles of Incorporation.

Article 3

These modifications of the Articles of Incorporation shall come into force on the day of the entry in the court register with the Commercial Court in Split.

9. Decision on issuing the authority to the Board for acquiring of Own Shares

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:
• 1. Own shares may be acquired through the company ADP-ESOP Ltd., Zagreb, Jankomir 5 (hereinafter: ADP-ESOP), i.e. Own Shares which ADP-ESOP did not sell to employees of AD PLASTIK Inc., in accordance with the Program of employee stock ownership adopted by the Management Board of AD PLASTIK Inc. on July 12, 2011 (hereinafter: ESOP Program);
• 1. The price at which Own Shares are purchased shall amount HRK 115.00 per share, i.e. by price at which AD PLASTIK Inc. sold Own Shares to ADP-ESOP based on the Agreement on sale of shares dated on July 28, 2011, and in accordance with the Article 6 item 1, in relation to the Article 3 of the stated Agreement.
• 1. This authorization is valid by the end of July 2013.

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.

10. Decision on payment of a special prize to the Chairman and the members of the Supervisory Board

• 1. Payment of a special prize to the Chairman and the members of the Supervisory Board of AD PLASTIK Inc., Solin, for their successful work in 2011 is established, and that:
• To the Chairman of the Supervisory Board to the net amount of HRK 30,000.00;
• To each member of the Supervisory Board to the net amount of HRK 20,000.00.
• 1. The special prize from paragraph 1 of this Decision shall be paid within 15 days, counting from the day of passing this Decision.

11. Decision on selection of two members of the Supervisory Board

Decision on the selection of two members of the Supervisory Board is passed, reading:

Article 1

As members of the Supervisory Board of AD PLASTIK Inc. the following members are selected:

• Mr. Josip Boban, from Split, Put Meja 11, PIN: 81981266283;
• Mr. Nikola Zovko, from Zagreb, Iblerov trg 7, PIN: 31552831949.

Article 2

The term of office for the selected members of the Supervisory Board starts to run with the day of the passing of this Decision and lasts for 4 (four) years.

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
Ł.	Annual report on the state in the concern of AD PLASTIK for 2011	2.516.313	59,91814%	2.516.313
2.	Report by the Supervisory Board on the performed supervision over management of jobs in the concern of AD PLASTIK for 2011	2.516.313	59,91814%	2.516.313
3.	Decision on use of the profit from 2011	2.516.313	59,91814%	2.516.313
4.	Decision on dividend payment	2.516.313	59,91814%	2.516.313
5.	Decision on issue of approval to the Board for their work in 2011	2.516.313	59,91814%	2.516.313
6.	Decision on issue of approval for work to the Supervisory Board members in 2011	2.516.313	59,91814%	2.516.313
7.	Decision on appointment of an 2012 auditor for defining of and remuneration for his work	2.516.313	59,91814%	2.516.313
8.	Decision on modifications and amendments to the Articles of Incorporation of AD PLASTIK Inc	2.516.313	59,91814%	2.516.313
9.	Decision on issuing the authority to the Board for acquiring of Own Shares	2.516.313	59,91814%	2.516.313
10.	Decision on payment of a special prize to the Chairman and the members of the Supervisory Board	2.516.313	59,91814%	2.516.313
11.	Decision on selection of two members of the Supervisory Board	2.516.313	59,91814%	2.516.313

INFORMATION ON DIVIDEND PAYMENT

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

BOARD OF DIRECTORS AD PLASTIK Inc., Solin Member of Board of Directors Ivica Tolde PLAS AD Plastik