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AD Plastik d.d. — AGM Information 2026
Feb 9, 2026
2080_agm-r_2026-02-09_371053d3-e5ad-408f-ad26-f67e598b6613.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, February 9, 2026
Invitation to the extraordinary General Assembly
In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, we hereby announce an invitation to the extraordinary General Assembly that will be held on March 27, 2026, starting at 12 o'clock at the company headquarters premises in Solin.
Invitation with the agenda and draft decisions are attached to this announcement.
AD Plastik d.d.
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Based on the Article 277 of the Companies Act (Official Gazette 111/93, 34/99, 52/00, 118/03, 137/09, 152/11, 111/12, 144/12, 68/13, 110/15, 40/19, 114/2022, 18/2023, 130/2023 and 136/2024) and the Article 35 of the Charter of AD Plastik d.d., Solin, the Management Board of AD Plastik d.d., Solin, on February 9, 2026, made a decision to
C O N V E N E the extraordinary General Assembly of AD Plastik d.d. Solin
I The extraordinary General Assembly shall be held on March 27, 2026 (Friday), at 12 o'clock in the Company Headquarters in Solin, Matoševa 8, according to the following
A g e n d a
- establishing the list of participants in the General Assembly
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- Decision on amendments to the Charter of AD Plastik d.d.
-
- Decision on the removal of a member of the Supervisory Board of AD Plastik d.d.
-
- Decision on the election of two members of the Supervisory Board of AD Plastik d.d.
II Draft decisions:
The Management Board and the Supervisory Board propose, under item 1, and the Supervisory Board proposes, under items 2 and 3, the adoption of the following decisions:
Ad 1 The decision on amendments to the Charter of AD Plastik d.d. has been made as follows:
Article 1
In the Charter of AD PLASTIK d.d., Solin (consolidated text, comprising the Charter dated December 18, 1995 and the amendments thereto dated April 28, 1997, July 21, 2000, July 26, 2001, April 15, 2002, July 8, 2004, June 21, 2007, July 18, 2008, July 16, 2009, July 14, 2011, July 19, 2012 and July 20, 2023; hereinafter: the Charter), in the title of the Charter, the words "AD PLASTIK SOLIN" shall be replaced by the words "AD Plastik d.d.".
Article 1 of the Charter shall be amended to read as follows:
"By the provisions of this Charter, the shareholders of AD Plastik d.d. (hereinafter: the Company) shall regulate, in particular, matters relating to:
- the duration of the Company,
- the Company's business name and registered office,
- the Company's subsidiaries and affiliated companies,
- the Company's business activities,
- the Company's share capital,
- the Company's shares,
- the Company's bodies and the manner of their operation,
- the manner and form of publication of the Company's publications,
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- annual accounts and the use of profit,
- the Company's business secrets,
- amendments to the Charter,
- termination of the Company."
In Article 2 of the Charter, paragraph 3 shall be deleted.
Article 3
Article 4 of the Charter shall be amended to read as follows:
- "(1) The Company shall conduct its business and participate in legal transactions under the name: AD Plastik dioničko društvo za proizvodnju dijelova i pribora za motorna vozila i proizvoda iz plastičnih masa / AD Plastik Joint-Stock Company for the Production of Parts and Accessories for Motor Vehicles and Plastic Products
- (2) The abbreviated business name of the Company shall be:
AD Plastik d.d.
(3) The business name of the Company in the English language shall be:
AD Plastik, Joint-stock company for production
(4) The abbreviated business name of the Company in the English language shall be:
AD Plastik JSC
(5) The business name and the abbreviated business name of the Company may be changed by a resolution of the General Assembly of the Company."
Article 4
Article 5 of the Charter shall be amended to read as follows:
- "(1) The registered office of the Company shall be in Solin.
- (2) The business address at the Company's registered office shall be determined by the Management Board of the Company. The Management Board shall adopt a Decision on the change of the Company's business address."
Article 5
Articles 6, 7 and 8 of the Charter, as well as the subheadings "3. Change of the Company's Business Name and Registered Office" and "4. Use of the Business Name", shall be deleted.
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The previous Articles 9, 10, 11, 12, 13, 14, 15, 16 and 17 of the Charter shall become Articles 6, 7, 8, 9, 10, 11, 12, 13 and 14.
Article 6
The previous Article 18 of the Charter shall become Article 15, and a new paragraph 2 shall be added after paragraph 1, reading as follows:
"(2) In relation to the Company, only a person recorded as a shareholder in the Depository of the Central Depository and Clearing Company (SKDD) shall be deemed a shareholder."
In the previous paragraph 2, which shall become paragraph 3, the words "or the Company" shall be deleted.
The previous paragraph 3 shall be deleted.
Article 7
The previous Articles 19 and 20 of the Charter shall become Articles 16 and 17.
The previous Article 21 of the Charter shall become Article 18 and shall be amended to read as follows:
- "(1) Each member of the Management Board shall be authorised to represent the Company independently and individually.
- (2) The Management Board of the Company may, with the consent of the Supervisory Board, grant or revoke a prokura (commercial power of attorney) to one or more persons."
Article 8
The previous Article 22 of the Charter shall become Article 19 and shall be amended to read as follows:
- "(1) The Management Board shall manage the business of the Company at its own responsibility.
- (2) The business of the Company shall be managed by the President and the members of the Management Board individually and independently, on the basis of the allocation of duties among the members of the Management Board for specific areas of activity or for a specific scope of tasks. The manner of operation of the Management Board and the allocation of duties among its members shall be regulated by the Rules of Procedure of the Management Board, adopted by the Management Board and approved by the Supervisory Board. All members of the Management Board shall be jointly responsible for the overall management of the Company's business and the success of its operations. Members of the Management Board who breach their obligations shall be liable for damage to the Company as joint and several debtors.
- (3) Decisions of the Management Board shall, as a rule, be adopted at meetings and recorded in the Minutes of the Management Board meetings.
- (4) Unless unanimity is required by this Charter, another internal act of the Company or by law, the Management Board shall adopt decisions by a simple majority of votes of all its members; in the event of an equal division of votes, the casting vote shall be that of the President of the Management Board.
- (5) In representing the Company and managing its business, the members of the Management Board shall comply with the limitations set out in the decisions of the General Assembly, the Supervisory Board and the provisions of the Rules of Procedure of the Management Board."
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The current Article 23 of the Charter becomes Article 20 and is amended to read as follows:
"The Management Board, with the prior consent of the Supervisory Board, shall perform the following activities:
- the disposal and/or acquisition, pledging, leasing, subleasing, granting for use free of charge, entrusting to management, as well as any other encumbrance or restriction of the Company's rights in relation to the Company's real estate, including the conclusion of preliminary agreements, option agreements, or other arrangements directly or indirectly aimed at such actions, unless such actions are included in the Company's Annual Business Plan for which the Supervisory Board has already granted prior consent;
- the disposal and/or acquisition, as well as the pledging or establishment of encumbrances over shares or equity interests in commercial companies, unless such actions are included in the Annual Business Plan for which the Supervisory Board has already granted prior consent;
- the disposal, acquisition, or encumbrance of any of the Company's assets if the value of the relevant asset exceeds 10% of the value of the Company's net assets, as determined in accordance with the most recently adopted financial statements, or if the aggregate value of mutually related transactions carried out during one business year exceeds the said threshold, unless such transactions are included in the Annual Business Plan for which the Supervisory Board has already granted prior consent;
- passing of the Main Strategy, Annual and Middle-Term Business Plan, including the budget and any amendments thereto;
- other tasks that are determined by the law and this Charter, and by the decision of the Supervisory Board.
The Rules of Procedure of the Supervisory Board shall regulate in more detail the procedure relating to the granting of consent referred to in the preceding paragraph of this Article."
Article 10
The current Article 24 of the Charter shall become Article 21 and shall be amended to read as follows:
"The members of the Management Board shall be entitled, for their work, to a salary and other remuneration in accordance with the law and the Remuneration Policy for the members of the Management Board, as determined by the Supervisory Board and approved by the General Assembly of the Company."
Article 11
The previous Article 25 of the Charter shall become Article 22.
The previous Article 26 of the Charter shall become Article 23 and shall be amended to read as follows:
- "(1) Four members of the Supervisory Board shall be elected by the General Assembly of the Company for a term of up to four (4) years and may be re-elected.
- (2) One member of the Supervisory Board shall be appointed by the Workers' Council of the Company for a term of up to four (4) years and may be reappointed.
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(3) Two members of the Supervisory Board shall be appointed by a shareholder of the Company – jointstock company "Holding Avtokomponenty", state registration number 1117847003724, Saint Petersburg, Russia, for a term of up to four (4) years and may be reappointed."
Article 12
In the previous Article 27 of the Charter, which shall become Article 24, in paragraph 3, the words "from Article 26" shall be replaced by the words "from Article 23".
Article 13
The previous Article 28 of the Charter, which shall become Article 25, shall be amended to read as follows:
- "(1) Proposals of candidates for members of the Supervisory Board to be elected by the General Assembly may be submitted by:
- the Supervisory Board; or
- the shareholders.
- (2) Where two or more members of the Supervisory Board are elected simultaneously, the proposers referred to in paragraph 1 of this Article shall submit a list of candidates. The list shall contain as many candidates as the number of Supervisory Board members to be elected.
- (3) If there are two or more proposals (candidate lists or individual candidates), voting shall first be conducted on the proposal of the Supervisory Board, except in the case of a proposal submitted by a shareholder holding the support of at least 10% of the share capital represented at the General Assembly, in which case voting shall first be conducted on that proposal.
- (4) Where there are several proposals submitted by shareholders, each individually supported by at least 10% of the share capital represented at the General Assembly, priority in voting shall be given to the proposal submitted by the shareholder holding the larger share in the share capital represented at the Assembly; where such shares are equal, priority shall be given to the proposal received first by the Company, followed by the other proposals in the order in which they were received."
Article 14
In the previous Article 29, which shall become Article 26, paragraph 2 shall be amended to read as follows:
"(2) For the purpose of performing the tasks set out in item 1 of the preceding paragraph, the Supervisory Board may inspect and examine the Company's books and records, cash, securities and other assets, as well as instruct the auditor to examine the annual financial statements of the Company and the group. For this purpose, the Supervisory Board may make use of individual members or experts."
Paragraphs 3, 4 and 8 shall be amended to read as follows:
"(3) The Supervisory Board, as well as each of its members, shall be authorised to require the Management Board to report to the Supervisory Board on:
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- business policy and other fundamental issues relating to the future management of the business, as well as deviations from previous forecasts, stating the reasons therefor,
- the profitability of the Company's operations and the operations of group companies, in particular the profitability of the use of equity,
- the course of business, in particular revenue and the position of the Company and group companies,
- deals which could be of major significance for the profitability of operations and the liquidity of the Company and group companies,
- other matters of significance for the operations and position of the Company and group companies,
- other matters permitted by law.
- (4) As a rule, the Supervisory Board shall operate and adopt decisions at meetings. Meetings of the Supervisory Board shall, as a rule, be held at the Company's premises. Meetings of the Supervisory Board may also be held at another location, provided that the rights of the members of the Supervisory Board to participate are not restricted thereby.
- (8) The Supervisory Board shall adopt its Rules of Procedure. The Rules of Procedure of the Supervisory Board shall regulate the manner of operation of the Supervisory Board, in particular the rights and obligations of the President and members of the Supervisory Board, the preparation, convening and conduct of meetings (including electronic convening and holding of meetings), the manner of operation and decision-making at meetings and outside meetings, as well as other matters relevant to the work of the Supervisory Board."
In the previous Article 30 of the Charter, which shall become Article 27, paragraph 1 shall be amended to read as follows:
"(1) The Supervisory Board shall elect from among its members a President and one Deputy President, for a term not exceeding the duration of their mandate as members of the Supervisory Board. The President and the Deputy President may be elected an unlimited number of times."
Article 16
The previous Article 31 of the Charter, which shall become Article 28, shall be amended to read as follows:
- "(1) The Supervisory Board shall have a quorum and may validly adopt decisions if a majority of the prescribed number of seven (7) members of the Supervisory Board participate in the decision-making. By way of exception, where a special majority of 6 votes is required under this Charter for the adoption of a particular decision, the Supervisory Board may validly decide on such decision if at least 6 members of the Supervisory Board participate in the decision-making. If, during a meeting, one or more members of the Supervisory Board leave the meeting and, as a result, the Supervisory Board no longer meets the requirements for valid decision-making with respect to any of the remaining agenda items, the meeting of the Supervisory Board shall be adjourned without the possibility of further decision-making at that meeting.
- (2) Decisions on granting prior consent to the Management Board for tasks specified in Article 20 of this Charter, as well as on determining tasks which the Management Board may perform only with the prior consent of the Supervisory Board, shall be adopted by the Supervisory Board by a majority of six (6) members.
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- (3) On matters other than those referred to in paragraphs 2 and 4 of this Article, the Supervisory Board shall adopt its decisions by a majority of the votes cast.
- (4) The Rules of Procedure of the Supervisory Board shall be adopted by the Supervisory Board by a majority of six (6) members.
- (5) By way of exception to paragraphs 2 and 4 of this Article, exclusively and only in cases where not all seven (7) members of the Supervisory Board are able to participate in the adoption of a decision because certain members are excluded from voting pursuant to mandatory regulations, or where the Supervisory Board does not at that time have the prescribed number of seven (7) members, the majority required for the adoption of such decision shall be determined by reducing the number of votes of all members of the Supervisory Board who at that time have voting rights by 1 (one) vote, provided that at least 4 (four) members of the Supervisory Board entitled to vote participate in the voting."
The previous Article 32 of the Charter, which shall become Article 29, shall be amended to read as follows:
"The members of the Supervisory Board shall be entitled to remuneration for their work in accordance with the decision of the General Assembly on the remuneration of the members of the Supervisory Board.
Article 18
In the previous Article 33 of the Charter, which shall become Article 30, in the second indent of paragraph 1, the word "profit" (Croatian: dobitak) shall be replaced by the word "profit" (Croatian: dobit).
Article 19
The previous Article 34 of the Charter, which shall become Article 31, shall be amended to read as follows:
- "(1) The General Assembly of the Company shall, as a rule, be held once a year and shall be convened whenever required by the interests of the Company or by law.
- (2) The General Assembly shall customarily be held at the Company's registered office. The Management Board may decide that the General Assembly be held at another location, provided that such decision does not restrict the shareholders' rights to participate.
- (3) The Management Board of the Company shall be authorised to adopt a decision allowing the proceedings of the General Assembly to be transmitted by audio and video means.
- (4) The Management Board of the Company shall be authorised to adopt a decision enabling shareholders to participate in the work of the General Assembly, either in person or through a proxy, and to exercise their rights at the General Assembly by means of electronic communication, even when they are not present at the location where the General Assembly is held.
- (5) The Management Board shall be authorised to adopt a decision determining that the General Assembly shall be held exclusively by means of electronic communication and that shareholders, either in person or through a proxy, may participate in the work of the General Assembly and exercise their rights at the General Assembly exclusively by electronic communication.
- (6) The Management Board shall be authorised to adopt a decision enabling shareholders who do not participate in the work of the General Assembly to cast their votes, after the publication of the notice convening the General Assembly and prior to its holding, in writing or by means of electronic
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communication, in which case the Company shall determine appropriate measures to ensure the identification of shareholders casting votes by correspondence."
Article 20
In the previous Article 35 of the Charter, which shall become Article 32, paragraphs 3 and 4 shall become paragraphs 4 and 5, and a new paragraph 3 shall be added after paragraph 2, reading as follows:
"(3) The General Assembly shall be convened upon the request of shareholders who together hold at least 5% of the Company's share capital and who have stated the purpose and reasons for convening the General Assembly. A request to convene the General Assembly shall be submitted to the Management Board of the Company in written form. The Management Board shall be obliged to convene the General Assembly within a reasonable period, and no later than 60 days from the date of receipt of a valid request."
Article 21
The previous Article 36 of the Charter, which shall become Article 33, shall be amended to read as follows:
- "(1) Only those shareholders who register their participation in the General Assembly in advance, no later than six days prior to the date of the General Assembly, in written form to the address specified for that purpose in the notice convening the General Assembly, shall be entitled to participate in the General Assembly and exercise voting rights.
- (2) For the purposes of participation in the General Assembly, the relevant status shall be that recorded in the Central Depository of Dematerialised Securities (SKDD) on the last day for registration of participation in the General Assembly."
Article 22
The previous Articles 37, 38 and 39 of the Charter shall become Articles 34, 35 and 36. In the previous Article 40 of the Charter, which shall become Article 37, in paragraph 1, the words "pursuant to Article 15, indent 1" shall be replaced by the words "pursuant to Article 12, indent 1", and paragraph 4 shall be deleted.
Article 23
The previous Article 41 of the Charter shall become Article 38.
In the previous Article 42 of the Charter, which shall become Article 39, a new paragraph 3 shall be added after paragraph 2, reading as follows:
"(3) The Company may provide information to shareholders by electronic means to the extent permitted by law."
Article 24
The previous Article 43 of the Charter shall become Article 40, and in the heading above that Article, the word "PROFIT" (Croatian: dobitak) shall be replaced by the word "PROFIT" (Croatian: dobit).
The previous Article 44 of the Charter shall become Article 41.
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In the previous Article 45 of the Charter, which shall become Article 42, paragraph 2 shall be deleted. The previous Articles 46, 47 and 48 of the Charter shall become Articles 43, 44 and 45.
Article 26
In the previous Article 49 of the Charter, which shall become Article 46, in paragraph 3, item 3, the figure "15%" shall be replaced by the figure "5%".
In the previous Article 50 of the Charter, which shall become Article 47, paragraph 1 shall be amended to read as follows:
"(1) The Company may cease to exist on the grounds prescribed by law."
Article 27
Article 51 of the Charter shall be deleted, and the previous Article 52 shall become Article 48 and shall be amended to read as follows:
- "(1) This Charter shall enter into force on the date of its entry into the court register of the competent court.
- (2) General acts of the Company adopted prior to the entry into force of this Charter shall apply to the extent that they are not contrary to the provisions of this Charter, until new acts are adopted. General acts of the Company that are contrary to the provisions of this Charter shall be aligned therewith within 6 months from the date of its entry into force.
- (3) The Management Board of the Company shall be responsible for the safekeeping of the Charter and shall, at the request of a shareholder, allow inspection of the Charter or, at the shareholder's expense, provide a copy thereof."
Article 53 of the Charter shall be deleted.
Article 28
The Supervisory Board is hereby authorised to determine and issue the consolidated text of the Charter.
Article 29
These amendments to the Charter shall enter into force on the date of their entry into the court register of the Commercial Court in Split.
Ad 2 Decision on the removal of a member of the Supervisory Board of AD Plastik d.d. has been made as follows:
Article 1
A member of the Supervisory Board of AD Plastik d.d. is hereby removed:
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– Ivica Tolić, Personal Identification Number (OIB): 36637114938, law graduate, address: Ruđera Boškovića 16, Split.
Article 2
This Decision shall enter into force on the date of its adoption.
Ad 3 The decision on the election of two members of the Supervisory Board has been made as follows:
Article 1
The following persons are elected as members of the Supervisory Board of AD Plastik d.d.:
Mr. Josip Boban, Personal Identification Number (OIB): 81981266283, graduate mechanical engineer, residing in Split, Put Meja 11;
Ms. Josipa Štrkalj, Personal Identification Number (OIB): 29848906198, graduate economist, residing in Zagreb, Svetice 36/1.
Article 2
The term of office of the elected members of the Supervisory Board shall commence on the date of adoption of this Decision and shall last for four (4) years.
III Explanation of the draft decisions of the General Assembly:
Ad 1 Pursuant to Article 301, paragraph 2 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to adopt a decision on the amendments to the Charter of AD Plastik d.d., for the purpose of aligning it with the amendments to the applicable statutory regulations and ensuring legal compliance and the proper functioning of the Company's organisation.
Ad 2 The Supervisory Board proposes that the General Assembly adopt a decision to remove a member of the Supervisory Board, Mr. Ivica Tolić. The proposed decision is intended to enable the nomination of new members to the Supervisory Board who, through their experience, knowledge and competencies, will make an additional contribution to the adoption of high-quality decisions, with the aim of continuously strengthening the supervisory function of the Supervisory Board and supporting the long-term development and stability of the Company.
Ad 3 Member of the Supervisory Board, Mr. Bože Plazibat, submitted his resignation from the position of member of the Supervisory Board of AD Plastik d.d. with effect as of February 1, 2026, while in respect of Mr. Ivica Tolić, a decision on his removal as a member of the Supervisory Board is proposed, all as stated under item 2 of the agenda.
Pursuant to Article 280, paragraph 3 of the Companies Act, the Supervisory Board proposes that the General Assembly elect two new members of the Supervisory Board of AD Plastik d. d., namely Mr. Josip Boban and Ms. Josipa Štrkalj, with the commencement of their term of office on March 27, 2026, i.e. on the date of adoption of the decision on their election.
Mr. Josip Boban is a graduate mechanical engineer who possesses specific expertise and many years of business and managerial experience, primarily in the automotive industry, as well as knowledge of the markets in which the companies of AD Plastik Group operate. The professional and expert competencies
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of the said candidate, as well as his high moral integrity, significantly contribute to meeting the guidelines and standards of expertise, suitability and diversity set out in the Company's Supervisory Board Profile.
Mr. Josip Boban is not a member of supervisory or management boards of other companies, nor of other supervisory bodies in Croatia or abroad.
The candidate is independent within the meaning of Article 255, paragraph 6 of the Companies Act.
Ms. Josipa Štrkalj holds a degree in Economics and possesses knowledge and significant experience in institutional asset management, with understanding of macroeconomic trends, financial markets, and risk management. She currently holds the position of Portfolio Manager at Raiffeisen Pension Fund Management Company for mandatory and voluntary pension funds d.d., and is a member of the Investment Committee and the Corporate Governance Committee of the said company.
Ms. Josipa Štrkalj is not a member of supervisory or management boards of other companies, nor of other supervisory bodies in Croatia or abroad.
The candidate is not independent within the meaning of Article 255, paragraph 6 of the Companies Act.
The election of Mr. Josip Boban and Ms. Josipa Štrkalj as members of the Company's Supervisory Board will not compromise the established balanced representation of women and men, taking into account the total number of members of the Company's Management Board and Supervisory Board, within the meaning of Article 272.s, paragraph 2 of the Companies Act.
The curricula vitae of the aforementioned candidates for members of the Supervisory Board, which provide more detailed information on their skills, knowledge, education, and experience enabling them to effectively perform the role of a Supervisory Board member, are published on the Company's website at www.adplastik.hr.
IV In case the General Assembly is not held on March 27, 2026, because of lack of quorum or for other reasons, the next meeting of the General Assembly shall be held on the same day at 15,00 o'clock 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 share capital of the Company is divided into a total of 4,199,584 ordinary registered shares, each of them in the nominal amount of EUR 13.00.
Each 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, which the Company had 32,968 at the time of the convening of the General Assembly. The total number of shares with voting right at the time of convening the General Assembly amounted to 4,166,616.
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 meeting of the General Assembly, i.e. on March 6, 2026 (Friday) were registered in the Central Depository and Clearing Company Inc. as the owners of the Company shares, and who six days before the meeting of the General Assembly, at the latest, or on March 20, 2026 (Friday), 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 headquarters corresponds to the headquarters 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
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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 meeting 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 Snježana Ludvajić, 21210 Solin, Kralja Zvonimira 75, Republic of Croatia, phone: +385- 21-210-548, e-mail: [email protected] ;
- 2.) 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 headquarters, and are also available on the website 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, namely:
- 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 proxy-granting form, 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 of a proxy (scan of the signed proxy-granting form) may also be sent electronically, by e-mail to the address: [email protected].
The use of proxy-granting forms is recommended. The forms may be obtained with the Legal Department at the Company headquarters, and are also available on the website 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 share capital, 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, then 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 24 days before the General Assembly is held. This period does not include the day when the request was received by the Company.
IX COUNTER-MOTIONS BY THE SHAREHOLDERS:
Counter-motions by the shareholders in relation to the draft decision provided by the Management 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, paragraph 1 to 3 of the Companies Act under the prepositions stated there if a shareholder submits their counter-motion to the Company at least 14 days before the General
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Assembly is held, at the address of the Company headquarters: 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 14 days. The counter-motion shall be available on the website 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 at the General Assembly meeting.
The above said shall also be applied, in an appropriate manner, to the filing of a motion by the shareholders regarding the election of members of the Supervisory Board or appointment of an auditor. Such a motion needs not to be explained. The Management Board needs not to make the motion available to the shareholders if it does not contain any data, which must be announced with the motion for the election of members of the Supervisory Board and appointment of an auditor, and data on memberships of the persons proposed for election in supervisory boards, i.e. management committees of other companies, and other supervisory bodies at home and abroad.
X RIGHT TO BE INFORMED ABOUT THE 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 Companies Act.
XI NOTICES ON THE WEBSITE OF THE COMPANY:
Immediately after the announcement of the invitation to the General Assembly, the following shall be available on the website of the Company www.adplastik.hr:
- an invitation to the General Assembly of the Company, together with materials for the General Assembly foreseen by law,
- registration forms and proxy-granting 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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