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CIAK Grupa d.d. — Proxy Solicitation & Information Statement 2025
Oct 31, 2025
2086_agm-r_2025-10-31_4fd76348-ac36-4d57-aee4-714f73d26edc.pdf
Proxy Solicitation & Information Statement
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CIAK GRUPA d.d.
ISIN: HRCIAKRA0007
VRIJEDNOSNICA: CIAK-R-A
LEI: 74780010K3F620YZZ529
MATIČNA DRŽAVA ČLANICA: Hrvatska
SEGMENT UREĐENOG TRŽIŠTA: Službeno tržište Zagrebačke burze
Subject: Invitation to the Extraordinary General Assembly of CIAK GRUPA d.d.
Pursuant to the provisions of Article 277, paragraph 2 of the Companies Act and Article 26.3 of the Articles of Association, the Management Board of CIAK GRUPA d.d., with its registered office in Zagreb, Savska Opatovina 36 (hereinafter: the "Company"), on 28 October 2025 adopted a Decision on Convening the General Assembly of the Company and hereby invites the Company's shareholders to attend the
GENERAL ASSEMBLY OF CIAK GRUPA d.d.
which will be held on 11 December 2025, starting at 11:00 a.m., at the Company's registered office, Savska Opatovina 36, Zagreb, 3rd floor,
with the following Agenda:
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- Opening of the General Assembly, verification of the presence of shareholders, number of votes and quorum, and election of the Chairperson of the General Assembly;
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- Decision on the appointment of the auditor for the year 2026.
Proposed resolutions of the General Assembly:
- Ad 1. The General Assembly does not adopt a decision under this item but records the established situation.
- Ad 2. The Supervisory Board of the Company proposes that the General Assembly adopt the following resolution:
- I.) The company KPMG Croatia d.o.o., Ulica Ivana Lučića 2A, Zagreb, is appointed as the auditor of the Company for the business year 2026.
- II.) The Management Board of the Company is authorized to conclude an audit engagement agreement with the appointed audit firm and determine the audit fee in accordance with the offer.
- III.) This decision shall enter into force on the date of its adoption.
Privredna banka Zagreb d.d. IBAN HR5723400091110848926 SWIFT PBZGHR2X Erste&Steiermärkische bank d.d. IBAN HR2624020061100576498 SWIFT ESBCHR22 Hrvatska poštanska banka d.d. IBAN HR3623900011101318793 SWIFT HPBZHR2X


INSTRUCTIONS FOR SHAREHOLDERS REGARDING PARTICIPATION AT THE GENERAL ASSEMBLY
Total number of shares and voting rights
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- The Company's share capital is divided into 19,751,989 (nineteen million seven hundred fifty-one thousand nine hundred eighty-nine) ordinary registered shares without nominal value. Each share entitles its holder to equal rights.
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- The Company's shares exist only in electronic form, recorded in the securities account in the Central Depository and Clearing Company Inc. (CDCC).
Each share entitles the holder to one vote.
Participation and voting at the General Assembly
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- Each shareholder of the Company has the right to participate in the General Assembly either personally or via proxy, provided that participation is registered in writing by sending a notice of attendance to the Company's email address: [email protected], no later than six (6) days prior to the day of the General Assembly, excluding the day of receipt by the Company, i.e. by 4 December 2025.
- Shareholders entitled to participate are those recorded as shareholders in the CDCC depository on the last day for registration, i.e. 4 December 2025.
- Shareholders who fail to register properly or do not submit the required documents with their registration will not be entitled to participate in the General Assembly.
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- The registration must include the following:
- a) For individual shareholders:
- − Name and surname, residence and address, total number of shares, CDCC account number.
- b) For corporate shareholders:
- − Company name, registered office (address), personal identification number (OIB), total number of shares, CDCC account number.
- − Enclose an excerpt from the court or other relevant register showing that the registration was submitted by a person authorized to represent the legal entity.
- c) For shareholder proxies:
- − Indicate the proxy's and shareholder's details, total number of shares, CDCC account number.
- − Enclose the power of attorney and an excerpt from the relevant register showing that the person issuing the power of attorney is authorized to represent the legal entity.
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- For minors and legally incapacitated or partially incapacitated individuals, registration shall be submitted by their legal representative, who must provide an original, copy, or certified excerpt of the document proving their legal representative status.
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- Shareholders exercising their voting rights through a proxy must enclose a written power of attorney with their registration. The power of attorney must state: the name of the proxy, the shareholder issuing the proxy, total number of shares, authorization to participate and vote at the General Assembly, the date of issuance, and the validity period. The power of attorney must be notarized. If the shareholder is a legal entity, an excerpt from the relevant register must also be attached.
Privredna banka Zagreb d.d. IBAN HR5723400091110848926 SWIFT PBZGHR2X Erste&Steiermärkische bank d.d. IBAN HR2624020061100576498 SWIFT ESBCHR22 Hrvatska poštanska banka d.d. IBAN HR3623900011101318793 SWIFT HPBZHR2X



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- Shareholders are recommended to use the proxy form available at the Company's registered office or for download on the Company's website (www.ciakgrupa.hr).
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- The registration for participation may be submitted by email to [email protected], by post, or in person at CIAK Grupa d.d., Savska Opatovina 36, 10090 Zagreb. A shareholder who fails to register on time cannot participate in the work of the General Assembly.
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- To enable timely registration and preparation of the attendance list, shareholders are kindly requested to arrive at least 30 minutes prior to the beginning of the General Assembly. Identification will be carried out based on a valid legal identification document. Legal entities must present the proxy and an excerpt from the relevant register.
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- If the General Assembly convened for 11 December 2025 at 11:00 a.m. does not have the prescribed quorum, the next General Assembly with the same agenda will be held on 18 December 2025, at the same location and time.
Shareholder Rights: Proposing Agenda Items, Counterproposals, and Right to Information
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- Shareholders jointly holding at least one-twentieth (1/20) of the Company's share capital are entitled, after the General Assembly has been convened, to request that an additional item be included on the agenda, provided that a written explanation or draft resolution accompanies each new agenda item.
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- Requests for inclusion of additional items must be sent to CIAK Grupa d.d., Savska Opatovina 36, 10090 Zagreb. To be validly published in accordance with the Companies Act, such requests must be received by the Company at least 30 (thirty) days before the date of the General Assembly, excluding the date of receipt. Late submissions will not be considered valid, and such items will not be discussed at the General Assembly.
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- The Management Board shall provide each shareholder, upon request, with information on the Company's business operations if necessary for an informed judgment on matters on the agenda.
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- The Company's website (www.ciakgrupa.hr) will contain information in accordance with Article 280a of the Companies Act.
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- This invitation will be published on the court register website, on the Zagreb Stock Exchange website, via HINA, and through the Croatian Financial Services Supervisory Agency (HANFA) / SRPI.
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- Materials serving as the basis for decision-making will be available for inspection and copying at the Company's registered office every working day from the date of this invitation between 11:00 and 13:00 hours. Shareholders are kindly requested to announce their visit at least one day in advance via [email protected].
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- Each shareholder or their proxy shall bear their own costs of attending and participating in the General Assembly, while the Company shall bear the costs of organizing and holding the Assembly.
CIAK Grupa d.d.
Predsjednik Uprave
Ivan Leko, dipl.oec.
Privredna banka Zagreb d.d. IBAN HR5723400091110848926 SWIFT PBZGHR2X Erste&Steiermärkische bank d.d. IBAN HR2624020061100576498 SWIFT ESBCHR22 Hrvatska poštanska banka d.d. IBAN HR3623900011101318793 SWIFT HPBZHR2X

