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AD Plastik d.d.

AGM Information Jul 17, 2025

2080_agm-r_2025-07-17_593d905c-8fce-4a30-96cb-06c000a7141a.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 17, 2025

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 draft decisions stated in the Invitation to the General Assembly were confirmed, except for items 2 and 3 of the agenda – the decision on the issuance of approval to the Management Board for their work in 2024 and the decision on the issuance of approval for work to the Supervisory Board members in 2024.

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 17, 2025

Ordinary General Assembly of AD Plastik d.d. was held on July 17, 2025, 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 2024, Annual report on the status of AD Plastik Group for 2024, and Report by the Supervisory Board on the performed supervision over the management of the business of AD Plastik Group for 2024;
    1. Decision on the issuance of approval to the Management Board for their work in 2024;
    1. Decision on the issuance of approval for work to the Supervisory Board members in 2024;
    1. Decision on the appointment of an auditor for 2025 and 2026 and defining remuneration for their work;
    1. Decision on the use of the profit realized in 2024;
    1. Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2024;
    1. Decision on remuneration of Supervisory Board members of AD Plastik d.d.

General Assembly of AD Plastik d.d., on which 2,573,323 votes were present, that is represented, comprising 61.28 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 2024:

The draft decision to issue approval to the Management Board for their work in 2024 was not adopted.

727,196 votes were cast "pro" the draft decision, while 1,259,875 votes were cast "con". There were 586,252 abstained votes.

Ad 3 Decision on the issuance of approval for work to the Supervisory Board members in 2024:

The draft decision to issue approval to the members of the Supervisory Board for their work in 2024 was not adopted.

724,096 votes were cast "pro" the draft decision, while 1,259,875 votes were cast "con". There were 589,352 abstained votes.

Ad 4 Decision on the appointment of an auditor for 2025 and 2026 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 2025 and 2026 for AD Plastik, d.d. Solin, namely for the audit of financial statements and the verification of the sustainability report.
    • II. Remuneration for the work of the auditor for 2025 and 2026 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, 85/2024, 145/2024).

The aforementioned decision was adopted by a majority of the votes cast, with 1,313,448 votes "pro" and 1,259,875 votes "con".

Ad 5 Decision on the use of the profit realized in 2024:

Profit of AD Plastik d.d. Solin (hereinafter: the Company), realized in 2024, after taxation amounts to EUR 397,714 and is included in the retained earnings of the Company.

The aforementioned decision has been adopted unanimously, with 2,573,323 votes "pro".

Ad 6 Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2024:

The audited Remuneration Report of Management and Supervisory Board Members for 2024 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 2,573,323 votes "pro".

Ad 7 Decision on remuneration of Supervisory Board members of AD Plastik d.d.

  1. This Decision on remuneration of the Supervisory Board members (hereinafter: the Decision) is based on the principle of ensuring quality and professional members of the Supervisory Board for the purpose of achieving the mission and long-term strategy of the Company for the benefit of all its stakeholders. This Decision ensures the transparency of remuneration of the Supervisory Board members and, during its adoption, account was taken of various external and internal elements, economic conditions, remuneration of the Company employees and best practices.

  2. For their participation in the work of the Supervisory Board and the Supervisory Board committees, members of the Supervisory Board shall be entitled to remuneration pursuant to this Decision of the General Assembly. In order to ensure their independence and avoidance of conflicts of interest, the remuneration of the Supervisory Board members shall not depend on the Company's results, but are determined in a fixed amount.

  3. The amount of remuneration shall depend on the function of the respective member in the Supervisory Board, namely:

3.1. President of the Supervisory Board is entitled to remuneration in the net amount of EUR 1,593.00;

3.2. Deputy President of the Supervisory Board is entitled to remuneration in the net amount of EUR 1,328.00;

3.3. Other members of the Supervisory Board are entitled to remuneration in the net amount of EUR 1,062.00;

3.4. The Supervisory Board members who are also members of one or more Supervisory Board committees are entitled to additional remuneration in the net amount of EUR 531.00, as well as other members of the Supervisory Board committees (remuneration per each session of the committees in which they participate).

The remuneration referred to in items 3.1, 3.2 and 3.3 above shall be paid once each quarter, namely by the end of the last month in the respective quarter as follows: by the end of March for the first quarter (Q1); by the end of June for Q2; by the end of September for Q3; by the end of December for Q4. Taxes and contributions related to the remuneration shall be calculated and paid by the Company in accordance with applicable tax regulations.

The remuneration referred to in item 3.4 above shall be paid after the committee's session is held.

  1. Members of the Supervisory Board and its committees shall also be entitled to compensation of all justified and documented costs they incurred with regard to participating in sessions of the Supervisory Board or in the work of the Supervisory Board or its committees.

  2. Members of the Supervisory Board shall be entitled to remuneration from the date of starting their term of office until the date of their termination of office as members of the Supervisory Board. Members whose membership in the Supervisory Board lasted for a part of the quarter referred to in item 3 of this Decision shall be entitled to remuneration in proportion to the duration of their membership.

  3. Members of the Supervisory Board and its committees shall not be entitled to receive payment of the above remuneration in Company shares, the payment of remuneration may not be delayed, and the Company may not claim a refund of the paid remuneration. Members of the Supervisory Board and its committees may decide not to receive the remuneration stipulated under this Decision.

  4. With regard to members of the Supervisory Board and members of its committees, the Company shall not conclude a contract regulating the rights and obligations of members of the Supervisory Board and its committees. Members of the Supervisory Board and its committees shall not be entitled to a severance pay.

  5. At least once every four years, the Remuneration Committee shall review the decision on remuneration of the Supervisory Board members and shall give recommendations to the Supervisory Board regarding any proposed changes.

  6. In accordance with the Act, remuneration of the Supervisory Board members shall be approved by the General Assembly of the Company which, at least once every four years, adopts a decision on remuneration of the Supervisory Board members. A decision confirming an earlier decision shall be permitted.

  7. This Decision shall enter into force on the day of its adoption by the General Assembly of the Company.

  8. This Decision shall be published on the Company's website for the period prescribed by the Act.

The aforementioned decision has been adopted unanimously, with 2,573,323 votes "pro".

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