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Croatia osiguranje d.d.

AGM Information Dec 1, 2021

2087_agm-r_2021-12-01_6219b903-1ce2-48d1-956a-bb894fb977b0.pdf

AGM Information

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CROATIA insurance company plc., Vatroslava Jagića 33, 10000 Zagreb HR www.crosig.hr

SECURITIES: CROS / CROS-R-A / HRCROSRA0002 CROS2 / CROS-P-A / HRCROSPA0004 LISTING: Official market of the Zagreb Stock Exchange (Zagrebacka burza d.d.) LEI: 74780000M0GHQ1VXJU20 HOME MEMBER STATE: Republic of Croatia

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, 1 December 2021

Submission od Announcement of Convocation of the 51" General Assembly of CROATTA osiguranje d.d.,

(General Assembly)

Herewith we enclose the Announcement of Convocation of the 51* General Assembly of CROATIA osiguranje d.d., which is to be held on 18 January 2022 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 osiguranje d.d. as of 9 September 2021, the Management Board and Supervisory Board of CROATIA osiguranje d.d. issued the Decision on Convocation of the 51st General Assembly, and hereby invite the shareholders to the

51st General Assembly of CROATIA osiguranje d.d. to be held on 18 January 2022, at 11:00 hours at the Company's head office in Zagreb, Vatroslava Jagića 33

I. The following agenda is determined for the 51" General Assembly:

  1. Adoption of the Decision on the election of the members of the Supervisory Board GROATIA osiguranje d.d.

II. PROPOSAL OF THE DECISION OF THE GENERAL ASSEMBLY

Ad. 1. Adoption of the Decision on the election of the members of the Supervisory Board CROATIA osiguranje d.d.

"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 9 September 2021, at the proposal of the Supervisory Board, 51st General Assembly of CROATIA osiguranje d.d. held on 18 January 2022, adopts the

DECISION

on the election of the members of the Supervisory Board CROATIA osiguranje d.d.

Article 1

Roberto Skopac from Zagreb, Vinogradska 12, OIB 65368121160 is elected as 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.

Roberto Škopac is elected a member of the Supervisory Board of CROATIA osiguranje d.d. for a term of 4 years, starting from the 24 April 2022.

Article 2

Hrvoje Patajac from Rovinj, Ulica Antonija Bazzarinija 4, OIB 69076661021, is elected as 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.

Hrvoje Patajac is elected a member of the Supervisory Board of CROATIA osiguranje d.d. for a term of 4 years, starting from the 24 April 2022.

Article 3

This Decision shall enter into force on the day of its adoption.

III. NOTICE TO SHAREHOLDERS AND INSTRUCTIONS FOR PARTICIPATION AND EXERCISING VOTING RIGHTS

APPLICATION

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 Jagica 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 11 January 2022 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.

POWER OF ATTORNEY

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 osiguranje 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.

MATERIALS FOR GENERAL ASSEMBLY

This invitation, together with the application form, power of attorney form and all the materials for the 51st 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 Sist General Assembly of CROATIA osiguranje d.d. shall also be available at the Company's registered head office, in the Legal Department.

PROPOSING NEW AGENDA ITEMS

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

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.

RIGHT TO INFORMATION

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.

GENERAL INFORMATION FOR SHAREHOLDERS

CROATIA osiguranje d.d. informs the shareholders that, at the moment of issuing the Decision on Convocation of the 51st 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 28oa 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 18 January 2022, 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, 29.11. 2021.

Member of the Management Board

Luka Babić

CROATIA osigurame d.d.

Chairman of the Management Board Davor Tomašković

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