AGM Information • Jul 27, 2021
AGM Information
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CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY Franje Račkoga 6 10 000 Zagreb
ZAGREB STOCK EXCHANGE Ivana Lučića 2a 10 000 Zagreb
CROATIAN NEWS AGENCY (HINA – OTS) [email protected]
In Zagreb, 27 July 2021
Herewith we enclose the Announcement of Convocation of the 50th General Assembly of CROATIA osiguranje d.d., which is to be held on 9 September 2021 at 11:00 hours, at the Company's Head Office in Zagreb, Vatroslava Jagića 33.
Sincerely,
CROATIA osiguranje d.d.
Pursuant to the provision of Article 277 of the Companies Act and Article 33 of the Articles of Association of CROATIA osiguranie d.d. as of 26 February 2020, the Management Board and Supervisory Board of CROATIA osiguranje d.d. issued the Decision on Convocation of the 50th General Assembly, and hereby invite the shareholders to the
50th General Assembly of CROATIA osiguranje d.d. to be held on 9 September 2021, at 11:00 hours at the Company's head office in Zagreb, Vatroslava Jagića 33
I. The following agenda is determined for the 50th General Assembly:
Pursuant to the provision from Article 275, paragraph 1, item 6 of the Companies Act (Official Gazette no: 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/2019) and article 32 of the Articles of Association of CROATIA osiguranje d.d. of 26 February 2020, the 50th General Assembly of CROATIA osiguranje d.d. held on 9 September 2021, adopted a
The subject matter of business operations of CROATIA osiguranje d.d. is harmonized in accordance with the provisions of the Insurance Act (OG 30/2015, 112/2018, 63/2020, and 133/2020) and the Regulations on the distribution of types of risk by groups and types of insurance or reinsurance (OG 23/2016, 27/2016, and 42 / 2019) as follows:
policyholder bears the investment risk"
The following activities are deleted from the subject matter of business operations of CROATIA osiguranje d.d.:
The subject matter of business operations of CROATIA osiguranje d.d. is supplemented by the following activities:
This Decision shall enter into force and is applied with the day of entry into the court registry.
Pursuant to the provision from Article 275, paragraph 1, item 6 of the Companies Act (Official Gazette no: 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/2019) and article 32 of the Articles of Association of CROATIA osiguranje d.d. of 26 February 2020, the 50th General Assembly of CROATIA osiguranje d.d. held on 9 September 2021, adopted a
Article 6, paragraph 1 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, is amended to:
"The subject matter of the Company's business operations is insurance, which implies concluding and performing non-life and life insurance contracts, as follows:
Article 6, paragraph 3 of the Articles of Association of CROATIA osiguranie d.d. of February 26, 2020, is amended to:
"The company, within the subject matter of business operations, also performs the following tasks:
jobs that are directly or indirectly related to insurance business.
credit mediation operations under the regulations governing the operations of credit intermediaries."
Article 15 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, is amended to:
"The registration of a change in the ownership of shares on the account with the CDCC will not be carried out and applied in relation to the Company in the period of six days before the General Assembly."
Article 16, paragraph 1 of the Articles of Association of CROATIA osiguranie d.d. of February 26, 2020, is amended to:
The Company forms statutory reserves with the purpose of strengthening the security and stability of the Company's operations."
Paragraphs 2, 3, and 4 are added in Article 16 of the the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020:
"The statutory reserves is determined in the amount of HRK 147,220,000.00.
In the name of the Company's statutory reserves, the Company allocates 1% of the declared net profit in the current business year, less the amount used to cover the loss carried over, the amount entered in legal reserves and the amount entered in reserves for own shares, until statutory reserves referred to in the previous paragraph of this Article are reached.
The Company may use statutory reserves only for:
In the Article 20, paragraph 1 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, the words" via telefax" are deleted".
Article 34, paragraph 3 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, is amended to:
"The right to participate and vote at the General Assembly is exercised only by the shareholder who reports their participation to the Management Board in writing no later
than six days before the General Assembly."
Article 42, paragraph 1 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, is amended to:
"The decision on the establishment of companies in which the Company will have a majority share or a majority decision-making right is passed by the Management Board with the prior consent of the Supervisory Board."
Article 42, paragraph 4 of the Articles of Association of CROATIA osiguranje d.d. of February 26, 2020, is amended to:
"The decision on concluding the contract referred to in the previous paragraph shall be made by the Management Board with the prior consent of the Supervisory Board."
All other provisions of the Articles of Association of CROATIA osiguranje d.d. From February 26, 2020, remain unchanged.
This Decision on amendments to the Articles of Association of CROATIA osiguranje d.d. from February 26, 2020, shall enter into force on the day of entry in the court registry.
The Supervisory Board is authorized to determine the full text of the Company's Articles of Association containing the amendments to the Company's Articles of Association adopted at this General Assembly and the full text of the Articles of Association of February 26, 2020.
The Supervisory Board shall submit the full text of the Articles of Association from the previous paragraph of this Article to the notary public for authentication.
"Pursuant to Article 275 of the Companies Act (Official Gazette no: 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19) and Article 32 of the Articles of Association of CROATIA osiguranje d.d. of 26 February 2020, at the proposal of the Supervisory Board, 5oth General Assembly of CROATIA osiguranje d.d. held on 9 September 2021, adopts the
Zoran Barac from Zagreb, Petrova 133, OIB 61164266801 is elected a member of the Supervisory Board of CROATIA osiguranje d.d., subject to obtaining an approval to perform the function of a member of the Supervisory Board issued by the Croatian Financial Services Supervisory Agency.
Zoran Barac is elected a member of the Supervisory Board of CROATIA osiguranje d.d. for a term of 4 years, starting from the date of receipt of the decision of the Croatian Financial Services Supervisory Agency on the issuance of the approval referred to in the previous paragraph of this Article.
This Decision shall enter into force on the day of its adoption and shall apply from the day of receipt of the decision of the Croatian Financial Services Supervisory Agency on the issuance of an authorization to perform the function of a member of the Supervisory Board.
Shareholders who wish to participate in the General Assembly are obliged to apply for participation in writing. The application is to be submitted directly at the Company's head office or sent by registered mail to the following address: CROATIA osiguranje d.d., Legal Department, Vatroslava Jagića 33, 10000 Zagreb (with the wording: Application for General Assembly), six days prior to the General Assembly being held.
The said deadline of 6 days does not include the day when the application is received by the Company, or the day of the General Assembly session, i.e. the right to participate and vote in the General Assembly shall be granted to those shareholders whose application is received at the above stated address on 2 September 2021 at the latest, and who are registered as shareholders of CROATIA osiguranje d.d. with the Central Depository and Clearing Company (CDCC) on that same day.
If the shareholder is a legal person, the application form shall be certified by its usual stamp and signed by an authorized person, with the excerpt from the court register enclosed. If the shareholder is a natural person, the application form shall be signed by him/her personally. The application form is available to all shareholders at the Company's website www.crosig.hr.
A shareholder fills out the power of attorney by writing down the correct name/company name of a legal person, its seat, personal identification number (PIN) and the account number with CDCC, or the correct name and family name of a natural person, their address, personal identification number (PIN) and the account number with CDCC. When the shareholder appoints a proxy, the power of attorney form should contain the following data written in capital letters on the line provided for that purpose: name and family name of the proxy, personal identification number (PIN) as well as his/her residence/address. If the shareholder is a legal person, the power of attorney shall be certified by its usual stamp and signed by an authorized person, with the excerpt from the court register enclosed.
If the shareholder is a natural person, the power of attorney shall be signed either in the presence of an authorized employee of the Legal Department at the Head Office of CROATIA osiguranie d.d. prior to the General Assembly meeting, or the signature has to be certified by a Notary Public.
Please send the filled out power of attorney for shareholder's representation at the General Assembly enclosed with the application for participation in the General Assembly. The power of attorney form, with detailed explanations on how it should be filled out, is available to all shareholders at the Company's website www.crosig.hr.
Proof of appointment of a proxy (a scan of the signed power of attorney) may also be sent by e-mail to: [email protected], whereas the original is to be submitted to the authorized employees of the Company on the day of the General Assembly meeting.
This invitation, together with the application form, power of attorney form and all the materials for the 50th General Assembly shall be available to the shareholders at the Company's website www.crosig.hr from the day of publication of this invitation on the website of the Court Register. All the materials for the 5oth General Assembly of CROATIA osiguranje d.d. shall also be available at the Company's registered head office, in the Legal Department.
Shareholders who jointly hold a twentieth of the share capital of the Company have the right to request that an additional item be included in the agenda of the General Assembly, whereupon the new agenda item should be accompanied by an explanation and respective decision proposal.
Such request has to be received by the Company at least 30 days prior to the General Assembly meeting. This deadline does not include the day the request is received by the Company.
Shareholders' counterproposals to the proposals of the Management Board and the Supervisory Board of the Company, relating to a particular agenda item, submitted with names and surnames of the shareholders and an accompanying explanation, as well as the shareholders' proposals regarding the appointment of Supervisory Board members or appointment of the Company's auditor, submitted without an explanation, have to be received at the Company at least 14 days prior to the day of General Assembly meeting. The date on which such counterproposals are received by the Company shall not be included in this 14-day deadline. If a shareholder does not exercise this right, he/she shall still be entitled to make counterproposals at the General Assembly meeting.
At the General Assembly meeting, the Management Board is obliged to provide information about the Company's operations to any shareholder at his/her request, in case this information is necessary to judge the issues included in the agenda. However, such information may be withheld due to the reasons defined in the Companies Act.
CROATIA osiguranje d.d. informs the shareholders that, at the moment of issuing the Decision on Convocation of the 50th General Assembly, the share capital of CROATIA osiguranje d.d. is divided in $429,697$ shares in nominal value of HRK 1,400.00, of which 307,598 are ordinary registered shares of the 1st issue, marked CROS-R-A; 113,349 are ordinary registered shares of the 2nd issue, marked CROS-R-A; and 8,750 are preference registered shares of the 1st issue, marked CROS-P-A, with each share entitling to one vote.
Pursuant to Article 277, paragraph 4, item 4 of the Companies Act, CROATIA osiguranje d.d. informs the shareholders that all information pursuant to Article 280a of the Companies Act is available at the Company's website www.crosig.hr.
The participants are invited to arrive at the General Assembly meeting 30 minutes prior to its scheduled beginning, so that the list of participants can be made in a timely manner.
Pursuant to the Articles of Association of CROATIA osiguranje d.d., the General Assembly cannot adopt valid decisions unless attended by shareholders whose shares represent a half of the total share capital of the Company.
In case the quorum is not met, pursuant to the provision of Article 36, paragraph 2 of the Articles of Association of CROATIA osiguranje d.d., the next General Assembly meeting shall be held on 9 September 2021, at 15:00 hours, with the same agenda and at the same venue, and this General Assembly shall be able to adopt valid decisions notwithstanding the amount of the share capital represented. Granted powers of attorney will be valid for this General Assembly as well.
In Zagreb, 23 July 2021 CROATIA osiguranje d.d. Member of the Management Board Chairman of the Managemert Board Robert Vačković Davor Tomaškovi
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