Dalekovod d.d. — AGM Information 2019

Jun 17, 2019

Pursuant to Article 277 of the Companies Act (hereinafter: the CA), the Management Board of the company Dalekovod d.d., Ulica Marijana Čavića 4, Zagreb, PIN: 47911242222 (hereinafter: the Company) on its meeting held on 4 June 2019 reached a decision on convening a General Assembly of the Company; thus, the shareholders are invited to a

GENERAL ASSEMBLY

of the company Dalekovod d.d. Zagreb, Marijana Čavića 4, that will be held on 17 July 2019 at 14:00 h in the Company's premises in Žitnjak, Marijana Čavića 4, Zagreb.

I. For the General Assembly, we announce and suggest the following

Agenda:

• 1. The opening of the General Assembly
  2. a. The verification of applications, authorizations and establishing the representation of the share capital and listing present shareholders
  3. b. The confirmation that the General Assembly is duly convened and that it may reach decisions in a duly manner
• 1. Annual reports of the Company for 2018
  2. a. consolidated and non-consolidated audited annual financial report for 2018
  3. b. the Company's auditor's report
  4. c. the Management Board's report on the Company's and Dalekovod group's situation
  5. d. the Supervisory Board's report on performed supervision of the Company's business
• 1. Notice on the loss in the amount of more than a half of share capital
• 1. Decision on the loss coverage for 2018
• 1. Decision on the ratification to members of the Company's Management Board for 2018
• 1. Decision on the ratification to members of the Supervisory Board for 2018
• 1. Decision on appointing the Company's auditor for 2019
• 1. Decision on the adoption of the new Articles of Association

Ad 4) The Management and Supervisory Board suggest that the General Assembly reach the following decision:

DECISION

on the loss coverage for 2018

1

Based on the adopted financial report, the loss after taxation for 2018 is 233,022,920.05 HRK.

2

The Company's loss from point 1 shall be covered from the profit that is planned to be realised in future periods.

Ad 5) The Company's Management and Supervisory Board suggest that the General Assembly reach the following decision:

DECISION Ad 5a)

on the ratification to members of the Company's Management Board

Alen Premužak, the president of the Company's Management Board, shall be ratified for the business year 2018.

DECISION Ad 5b)

on the ratification to members of the Company's Management Board

Helena Jurčić Šestan, a member of the Management Board, shall be ratified for the business year 2018.

DECISION Ad 5c)

on the ratification to members of the Company's Management Board

Ivica Kranjčić, a member of the Management Board, shall be ratified for the business year 2018.

DECISION Ad 5d)

on the ratification to members of the Company's Management Board

Ivan Kurobasa, a member of the Management Board, shall be ratified for the business year 2018.

DECISION Ad 5e)

on the ratification to members of the Company's Management Board

Marko Jurković, a member of the Management Board, shall be ratified for the business year 2018.

DECISION Ad 5f)

on the ratification to members of the Company's Management Board

Tomislav Đurić, a member of the Management Board, shall be ratified for the business year 2018.

Ad 6) The Company's Management and Supervisory Board suggest that the General Assembly reach the following decision:

DECISION Ad 6a)

on the ratification to members of the Company's Supervisory Board

Marko Lesić, the president of the Company's Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6b)

on the ratification to members of the Company's Supervisory Board

Ivan Peteržilnik, the vice president of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6c)

on the ratification to members of the Company's Supervisory Board

Marko Lesić, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6d) on the ratification to members of the Company's Supervisory Board

Krešimir Ruždjak, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6e)

on the ratification to members of the Company's Supervisory Board

Marko Makek, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6f)

on the ratification to members of the Company's Supervisory Board

Mirela Tomljanović Radović, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6g)

on the ratification to members of the Company's Supervisory Board

Željko Perić, the president of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6h)

on the ratification to members of the Company's Supervisory Board

Dinko Novoselec, the vice president of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6i)

on the ratification to members of the Company's Supervisory Board

Hrvoje Habuš, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6j)

on the ratification to members of the Company's Supervisory Board

Hrvoje Markovinović, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6k)

on the ratification to members of the Company's Supervisory Board

Milan Račić, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6l) on the ratification to members of the Company's Supervisory Board

Vladimir Maoduš, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6m)

on the ratification to members of the Company's Supervisory Board

Gordan Kuvek, a member of the Supervisory Board, shall be ratified for the business year 2018.

DECISION Ad 6n)

on the ratification to members of the Company's Supervisory Board

Rajko Pavelić, a member of the Supervisory Board, shall be ratified for the business year 2018.

Ad 7) The Company's Supervisory Board suggest that the General Assembly reach the following decision:

DECISION

on appointing the Company's auditor for 2019

1

The company KPMG Croatia d.o.o., Ivana Lučića 2/a is appointed as the Company's auditor for 2019.

2

This decision enters into force upon the closing of the General Assembly.

Ad 8) The Company's Management and Supervisory Board suggested, and the Supervisory Board additionally affirmed the proposed text of the new Articles of Association and referred the following decision for adoption to the General Assembly:

DECISION

on the adoption of the new Articles of Association

1

The Company's Articles of Association (full text) from 20 June 2018 is fully changed and reads:

ARTICLES OF ASSOCIATION Dalekovod, d.d.

GENERAL PROVISIONS

Article 1

These Articles of Association prescribe and determine: the company, its logo, seat, subject of business (activity), the Company's duration, the Company's share capital, nominal amount and the number of shares in the Company, types of shares and their class, the Company's bodies and their functioning, annual calculation and the use of the Company's profit, the means and publishing of the Company's notices,

NAME OF COMPANY

Article 2

The name of the Company is: Dalekovod, dioničko društvo za inženjering, proizvodnju i izgradnju.

The abbreviated Company name is: Dalekovod, d.d.

When dealing abroad, the Company may, along its full name, i.e. abbreviated name, use its name translated into English – Dalekovod jsc and/or into German – Dalekovod AG.

The name of the Company comprises a graphic sign formed as follows: , the left cathetus is green, the right red and the base is blue.

REGISTERED OFFICE

Article 3

The Company's registered office is in Zagreb. The Company's registered office address shall be determined and modified by the Management Board.

BUSINESS ORGANISATION AND OPERATION

Article 4

The Company's internal organisation shall be set forth by the Management Board.

SCOPE OF BUSINESS / COMPANY'S ACTIVITIES

Article 5

The Company's activities are:

• 20.40 Manufacture of wooden containers
• 22.22 Printing, n.e.c.
• 27.53 (Non-ferrous) Light metal casting
• 28.11 Manufacture of metal structures and their parts
• 28.40 Metal forging, pressing, stamping and rolling, powder metallurgy
• 28.51 Metal processing and coating
• 28.62 Manufacture of tools
• 29.21 Manufacture of industrial furnaces and burners
• 29.56 Manufacture of other special purpose machines
• 31.20 Manufacture of equipment for the distribution and control of electricity
• 31.62 Manufacture of other electric equipment, n.e.c.
• 45.1 Preparatory works on the site
• 45.2 Construction of buildings and parts of buildings
• 45.3 Installation works
• 51.19 Mediation in the sale of variety of goods
• 51.52 Wholesale of metals and metal ores
• 51.54 Wholesale of ironmongery, plumbing and heating supplies
• 51.70 Other wholesale
• 55.30 Restaurants
• 60.23 Other passenger road transport
• 60.24 Freight road transport
• 63.12 Storage and warehousing
• 72.10 Hardware assistance
• 72.20 Software assistance and supply
• 72.30 Data processing
• 72.40 Database creation
• 72.60 Other computer-related activities
• 73.10.2 Research and development in engineering and technology
• 74.14 Business activity and management assistance
• 74.15 Management of holding companies
• 74.30 Technical testing and analysis
• 74.40 Advertising and commercials
• 74.84 Other business activities, n.e.c.
• * Architectural and engineering activities and technical assistance
• * Urban planning professional tasks in relation to location permit documentation
• * Construction and installation of structures (plants and transmission lines) for manufacture, control, transmission and distribution of electricity
• * Construction of transmission lines of all voltages and all kinds of civil, civil installation and electrical installation works
• * Investment works abroad
• * Forging and pressing of steel forgings and non-ferrous metal forgings
• * International transport of goods and passengers in road traffic
• * International forwarding
• * Metal processing and coating by galvanization
• * Laying of underwater and underground cables of all types and voltages
• * Repair and maintenance of motor-pneumatic drill hammers
• * Translation services
• * Preparing and serving food
• * Preparing and serving drinks
• * Certification of devices with increased risk of operating for its own needs
• * Manufacture of forging and casting tools
• * Manufacture of transmission line towers, lighting poles, radio towers, signal poles, structures for transformer substations and road guards
• * Manufacture and servicing of induction furnaces
• * Manufacture of equipment for self-supporting cable bundle
• * Manufacture of suspension and jointing equipment for transmission lines of all voltages, substations and switch gears
• * Advising and consulting in regard to ISO 9000
• * Construction of substations and switch gears of all voltages
• * Quality assurance and goods quantity control service
• * Representation of foreign companies and mediation in foreign trade
• * Electrical installation works on road lighting objects, industrial facilities and sports grounds
• * Performance of all civil, civil installation and electrical installation works on electric power, power, industrial and traffic objects, esp. including complex and specific objects
• * Manufacture of equipment for overhead contact lines for the electrification of the railroads and city roads
• * Electrification of railroad with accompanying objects and facilities, public cableways
• * Designing of distribution and transmission lines of all voltages, transformer substations of all voltages and lighting
• * Designing of steel structures and foundations for transmission lines, of transformer substations, switch gears, lighting, antennas and overhead contact lines
• * Testing of protection from indirect contact, continuity of protective conductor and conductors for equipotential bonding, lightning conductor installations, low-voltage electrical installations and commissioning, testing and adjusting of relay protection of transformer substations and all-voltage switch gears, functional testing of control, regulation, signalling, alarm and registration of substations and all-voltage switch gears and commissioning, testing and measurements on optical fibre cables
• * Testing of aeolian conductor vibrations
• * Measurements of current, voltage, voltage decrease, resistance, frequency, power, energy and power factor, specific soil resistance, earthing resistance, contact and step voltage, loop resistance, resistance of conductor insulation and all types and voltages of cables, measuring of lighting intensity
• * Engineering-geological investigation
• * Hydrogeological investigation
• * Geomechanical investigation (probing)
• * Geomechanical control
• * Activities related to the training of individuals for the execution of fire-prevention measures, firefighting and people and property rescue endangered by a fire
• * Validation authorization for the construction designing area (for civil engineering projects of building construction, plans of civil engineering works, plumbing and sewage plans for buildings and outdoor plumbing and sewage projects,
• hydraulic engineering, foundation and other civil engineering projects)
• * Validation authorization for the electrical designing area (for electric installations plans in buildings, power engineering building projects, projects for information and telecommunications technology)
• * Inspection and fire-extinguishers testing
• * Quality control and issuance of quality certificates according to the following standards: HRN.EN.ISO 1461, B.S.EN ISO 2178, B.S.EN.ISO 1460, HRN C A6.020, HRN C.A6.021, IEC 61284, B.S. 3288 Part 1, HRN.N.F2 010
• * Logging and cutting of other vegetation for the purpose of road, power engineering and other infrastructure facilities construction
• * Accounting and bookkeeping services
• * Human resources services and personnel record-keeping
• * Measurement and calculation of high-frequency electromagnetic fields from 100 kHz to 3 GHz
• * Measurement and calculation of low-frequency electromagnetic fields of 50 Hz
• * Noise level measurement and calculation
• * Drawing up of studies and environment protection projects
• * Preparing and drawing up of environment impact assessment studies
• * Lighting calculation and measurement
• * Designing of metal and other structures and foundations for energy, signalization, road and highway operation and protection
• * Electricity production
• * Electricity distribution and trading
• * Risk assessment studies
• * Training of employees for work safety
• * Work environment testing:
  • - physical factors
  • - chemical factors
• * Civil engineering
• * Installation of tunnel protection, tunnel equipment
• * Temporary construction works requiring special performance and equipment
• * Surveillance of plants, equipment, installations and devices in spaces with an explosive atmosphere
• * Performance of works in spaces with an explosive atmosphere
• * Technical inspection, guiding, attesting, analysis, repair and calibration of energy measuring instruments and issuance of respective certificates
• * Construction of electrical power generation plants from renewable energy sources and cogeneration
• * Use of electrical power production plants from renewable energy sources and cogeneration
• * Non-hazardous waste management
• * Casting of iron, class
• * Casting of light metal
• * Casting of other non-ferrous metals
• * Manufacture of finished metal products
• * Construction of public water supply facilities - reservoirs, water-intake structures, water conditioning devices, water tanks, pumping stations, main feeder pipeline and water supply network; public sewage facilities - wastewater collection and drainage canals, combined canals for wastewater and storm water drainage, collectors, pumping stations, devices for sludge purification, sludge processing plants
• * Construction of basic and detailed melioration drainage structures
• * Surveying activities
• * Transport of passengers in domestic road transport
• * Transport of freight in domestic road transport
• * Transport of passengers and freight for own needs.

For the purpose of conducting business as stated in this Article, the Company may undertake all legal transactions and conclude all types of legal affairs, and in particular establish companies, subsidiaries and branches at home and abroad.

DURATION OF THE COMPANY

Article 6

The Company is established for an indefinite period of time and may be dissolved only in cases and in the manner determined by the law or these Articles of Association.

SHARE CAPITAL

Article 7

The Company's share capital amounts to 247,193,050.00 HRK (in words: two hundred fortyseven million one hundred ninety-three thousand fifty Croatian kuna).

The Company's share capital was paid in full.

The Company's share capital is divided into 24,719,305 (in words: twenty-four million seven hundred nineteen thousand three hundred and five) Ordinary shares of the face value of 10 HRK each (ten Croatian kuna).

SHARES

Article 8

The Company's shares are non-materialized securities in the relevant electronic records in the computer system of the Central Depository and Clearing Company Inc. (hereinafter: CDCC).

In relation to the Company, only the person registered in the computer system of the CDCC is valid as a shareholder.

COMPANY BODIES

Article 9

The Company's bodies are:

• the Management Board
• the Supervisory Board
• the General Assembly

Management Board

Article 10

The Management Board consists of up to 6 (six) members.

The Supervisory Board decides on the number of the members of the Management Board, and especially decides on the appointment of members and the President of the Management Board. If the Management Board consists of several members, the Supervisory Board shall appoint one of them as the President of the Management Board.

The members of the Management Board are appointed for a mandate of a maximum of five (5) years, with the possibility of renewing their appointment.

The Company's Management Board carries out its affairs at its own risk.

Article 11

The Management Board is in charge of the Company's affairs and generally reaches decisions on the Management Board's meetings.

The President of the Management Board is entitled to a veto right. The Supervisory Board shall immediately be notified of each and every veto right exercised by the President of the Management Board.

The Management Board shall keep the records on decisions they reached. The Rules of Procedure of the Management Board shall determine the content and way of keeping records.

The Supervisory Board shall decide on the Rules of Procedure of the Management Board, which determine how the Company's business is managed.

Article 12

The President of the Board represents the Company solely and independently, whereas a member of the Management Board represents the Company together with another member of the Management Board.

The Management Board may give a general power to represent the Company to one or more persons, but with the prior written consent of the Supervisory Board.

The Management Board is authorized to give the other person a power of attorney to represent the Company.

Supervisory Board

Article 13

The Company's Supervisory Board consists of seven (7) members, out of which one third is appointed by a shareholder KONSOLIDATOR d.o.o., Zagreb, Ulica Andrije Hebranga 34, PIN: 73678065415; one (1) member as a representative of employees in the Supervisory Board is appointed in accordance with the provisions of the law regulating employment relationships and the other persons are elected by the General Assembly of the Company.

The election of the members of the Supervisory Board at the General Assembly is done by voting for each member individually, and the decision is reached by a simple majority.

The newly elected Supervisory Board must be constituted within eight (8) days of the election day. The constituent meeting shall be convened and chaired by the President of the General Assembly, until the President of the Supervisory Board is elected.

At the constituent meeting, the members of the Supervisory Board will elect the President and the Vice President.

Article 15

The Supervisory Board members are elected for the period of four (4) years. The exact duration of the term of office is determined by the decision of the general assembly or by the authority authorised to appoint Supervisory Board members. If not stated otherwise in the appointment decision, the term of office starts on the day the decision was adopted and lasts 4 years.

Article 16

The Supervisory Board of the Company makes its decisions at meetings and may decide if the majority of members of the Supervisory Board are present at the meeting.

The Supervisory Board decides by a simple majority. In the case of equally divided votes, the decision reached is the one for which the President of the Supervisory Board voted.

The Supervisory Board may reach decisions without holding a meeting – using circular communication means (in writing, by e-mail, by telefax or by using other appropriate technical means). Such decisions must be verified at the first following meeting of the Supervisory Board.

The Supervisory Board determines its rules of procedure.

The members of the Supervisory Board of the Company are entitled to a reward for their work, in the amount appropriate for the activities they perform and depending on the condition of the Company. The remuneration for the members of the Supervisory Board is determined by the decision of the General Assembly of the Company.

The Supervisory Board may establish commissions. The commissions' task is to facilitate the implementation of the legal and statutory requirements of the Supervisory Board. The members of the commission are members of the Supervisory Board and experts from the areas for which each commission is competent. Depending on the degree of engagement, the Company may conclude service contracts with commission members.

Article 17

The Supervisory Board of the Company gives its consent for the following business decisions of the Management Board:

• 1. the establishment of new companies or capital and/or the acquisition of new shares in companies whose nominal amount exceeds 25 percent of the share capital in those companies;
• 2. on joint investment contracts that may be "contractual" or "investing" when the value of the transaction for which the contract is concluded exceeds 30 percent (30%) of the Company's share capital;
• 3. the purchase and sale of real estate exceeding the amount of 30 percent (30%) of the Company's share capital;
• 4. taking a loan that exceeds the amount of 30 percent (30%) of the Company's share capital;
• 5. creation of lien, fiduciary right on movable objects and real property and other security instruments such as bills of exchange, promissory notes etc., should the amount of the receivable to which the lien, assigned right or other security instrument refers, exceed 30 percent (30%) of the Company's share capital,
• 6. giving guarantees, co-borrowings and the like for other legal entities, and if the amount of guarantees, co-borrowings and other means of insurance exceeds 30 percent (30%) of the Company's share capital;
• 7. the alienation and burden of the Company's subsidiaries or of its essential part;
• 8. the increase or decrease of capital in subsidiaries and the appointment and revocation of members of their bodies, as well as bodies of other legal entities in which the Company is a member;
• 9. the Company's work programme and business plan;
• 10. other cases prescribed by law, by these Articles of Association or by special decisions of the Supervisory Board or the General Assembly.

General Assembly

Article 18

The General Assembly shall be convened in cases determined by law and by the Articles of Association, and must be convened when the interests of the Company require so. The General Assembly must be held in the first eight months of the business year.

The General Assembly is convened by the Management Board and may also be convened by the Supervisory Board.

The members of the Management and the Supervisory Board must participate in the work of the General Assembly.

The General Assembly shall be convened by written notice published in the manner in which the Company's announcements are published within the legal deadline prior to the meeting being held.

The shareholders of the Company that fulfil the following conditions may participate at the General Assembly:

• they are entered as the Company's shareholders in the computer system of the CDCC six days prior to the General Assembly and
• they pre-announced their participation at the General Assembly, at the business address of the Company indicated in the call for the General Assembly within the legally prescribed deadline.

Article 19

As a general rule, the General Assembly is held at the Company's headquarters.

Article 20

The shareholder participates at the General Assembly personally or through a proxy. The written power of attorney must contain the proxy's name, the name of the shareholder who issues the power of attorney, the total nominal value of the shares, the power to participate and vote on behalf of the shareholder at the General Assembly and the date of issue and the term of validity.

Article 21

The President and Vice President of the General Assembly shall be elected by the General Assembly for a period of four (4) years, at the proposal of the shareholders who together hold shares in the amount of the twentieth part of the Company's share capital.

The President and Vice President of the General Assembly may also be revoked before the expiry of the term of office under the same rules that apply to their appointment.

The Vice President of the General Assembly replaces the President of the General Assembly in the event of their inability. In the event of the inability of the President and the Vice President of the General Assembly, the meeting of the General Assembly shall be chaired by a person designated by the Supervisory Board.

Article 22

The President of the General Assembly shall participate in the preparations and chair the sessions of the General Assembly in accordance with the law and these Articles of Association.

The President of the General Assembly, unless otherwise specified by law or by the Articles of Association:

• presides over meetings of the General Assembly, decides on the order of agenda items to be discussed and voted on, on the manner of voting on individual decisions and on all procedural issues not explicitly attributed to the General Assembly by law or by these Articles of Association,
• is authorized to deny the decision-making on proposals that are obviously unlawful, misleading or that abuse the rights of the General Assembly and, if needed, remove a person from the General Assembly,
• determines the text of the decision made,
• signs the decisions made by the General Assembly,
• communicates on behalf of the General Assembly with other Company's bodies and third persons.

Article 23

The General Assembly may make valid decisions if the shareholders are present personally, represented by their proxies or legal representatives of shareholders who together hold shares whose total nominal value is more than 40% of the Company's share capital.

If there is no prescribed quorum at the General Assembly referred to in paragraph 1 of this Article, the next General Assembly shall be held at the same time a week after the beginning of the General Assembly referred to in paragraph 1 of this Article, and it may make valid decisions if the shareholders are represented in person, by their proxies or legal representatives of shareholders who together hold shares with a total nominal value of more than 10% of the Company's share capital.

Article 24

The right to vote at the General Assembly is exercised by the nominal amount of shares, with each ordinary share of the same nominal amount entitling the shareholder to one (1) vote.

Article 25

The General Assembly decides by simple majority, and when it is prescribed by law and these Articles of Association, by a qualified majority.

ANNUAL FINANCIAL REPORTS AND USE OF PROFIT

Article 26

The Company's business year is equal to the calendar year.

After the end of the business year, the Management Board of the Company shall prepare annual reports and reports on the Company's business and submit them to the Company's auditor.

The Company's Management Board shall submit the Auditor's report to the Supervisory Board without delay together with the annual financial report and the report on the Company's condition without delay from when they are drawn up, at the same time submitting a proposal for a decision on the use of profit that is proposed to be submitted to the General Assembly for adoption.

The Supervisory Board must examine the annual financial statements, the report on the Company's condition and the proposal for a decision on the distribution of profits.

The annual financial statements, the reports on Company's business, the auditor's report and the proposal for a decision on the use of profit and the Supervisory Board's report on the supervision of the Company's operations must be disclosed to the shareholders in the Company's premises no later than the date of the General Meeting being convened.

The General Assembly, after the Supervisory Board and the Management Board determine the annual financial statements, decides on the distribution of profits. The General Assembly may decide to distribute profits to shareholders and/or distribute them to legal, statutory or other reserves and/or not to distribute them to shareholders (transferred/retained earnings) and/or use them for other purposes.

BUSINESS SECRET

Article 27

Business secrets in the Company are those documents and information related to the Company's business or the work of employees whose disclosure to unauthorized persons would be contrary to the interests of the Company.

Shareholders, members of the Company's bodies and employees of the Company who are acquainted with the contents of the documents or information considered as business secrets of the Company are obliged to keep the business secret of the Company. Any violation of the aforementioned duty includes the employee's liability for damages caused by the disclosure of the Company's business secret.

The obligation to maintain a business secrecy shall not cease even after such persons lose the status on the basis of which they are responsible for keeping the Company's business secret.

Information that is considered a business secret, the handling of such information, the manner of protection of business secrets, and other circumstances essential for the protection of the Company's privacy are specified in a special act. The same act also determines the persons authorized to communicate to third parties the Company's business secret, i.e. the information that is the Company's business secret. The Management Board issues an act mentioned in the previous paragraph.

DISCLOSURE OF INFORMATION AND COMPANY'S NOTICES

Article 28

If the law or the Articles of Association stipulate that the Company's information and notices are disclosed, they are published in the manner prescribed by the applicable legal regulations, as well as on the Company's website.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 29

The Statute may be amended by a decision of the General Assembly, in accordance with the law and in the manner in which the Articles of Association are adopted.

FINAL PROVISIONS

Article 30

These Articles of Association shall enter into force on the day of the registration in the court register.

Article 31

In the event that the additional activities referred to in Article 5 of these Articles of Association cannot be entered in the court register of the Commercial Court in Zagreb, the Supervisory Board is authorized to review the text of the activities indicated in terms of descriptions and definitions so that these activities are eligible for entry in the court register of the Commercial Court in Zagreb.

The right to take part in the General Assembly and exercise the right to vote at the General Assembly is given to persons who cumulatively fulfil the following conditions:

• that they are registered as shareholders in the Company's share records,
• that they submit an application to take part at the General Assembly to the Company no later than six (6) calendar days before the day the General Assembly of the Company takes place; the deadline does not include the day of the receipt of the application by the Company, i.e. by 10 July 2019 at the latest.

The application for participation is submitted personally in written form at the Company's headquarters, Department for Legal and HR Affairs, room 24 or by post to Marijana Čavića 4, Zagreb, Department for Legal and HR Affairs.

The Company's share records at the Central Depository and Clearing Company Inc. shall be closed on 10 July 2019. The share transfer made after that date does not give the right to participate at the convened General Assembly. Each ordinary share equals one vote.

Shareholders may participate at the General Assembly via their proxy. The authorization must list the authorizer and the proxy, the total number of shares, i.e. votes they have and the proxy's authorization to vote at the General Assembly of the Company and the signature of the shareholder issuing the authorization. The application and authorization forms are a constituent part of this call and are published as its annex.

The shareholders may review the application and authorization forms, as well as decision proposals and materials that constitute a base for making the suggested decisions on work days from 8 AM to 3 PM, counting from the day this called was published:

• at Žitnjak, M. Čavića 4, ground floor, room 24, Department for Legal and HR Affairs
• on the Company's website www.dalekovod.hr

The shareholders who jointly have shares in the amount of the 20th part of the Company's share capital may demand that a certain matter be put on the General Assembly's agenda and published. Each new item on the agenda must be explained and a decision suggested. The request for putting an item on the agenda must be received by the Company at least 30 days before the General Assembly of the Company. This deadline does not include the day of the receipt of the request by the Company.

The shareholders who wish to declare a counterproposal to the published decision proposals given by the Board may do so at least 14 days before the General Assembly by delivering their counterproposal with an explanation to the Company. This deadline does not include the day of the receipt of the proposal by the Company. If a shareholder does not exercise this right, this shall not entail a loss of right to submit counterproposals at the General Assembly of the Company.

The Board shall at the General Assembly give each shareholder upon their request a notification about the Company's business affairs if this is deemed necessary for deciding on the matters on the agenda. The obligation to give notifications applies to both legal and business affairs of the Company with its related companies.

If a quorum, in terms of provisions of Article 53 of the Company's Articles of Association, is not reached at the General Assembly convened for 17 July 2019, the next (back-up) General Assembly shall be held at the same time and place one week after this convened General Assembly started and may reach valid decisions if the shareholders whose shares have a nominal value of more than 10% of the Company's share capital are present.

Dalekovod, d.d. President of the Board

________________ Tomislav Rosandić

Annexes:

A)

APPLICATION

For the General Assembly of Dalekovod d.d. that will be held on 17 July 2019 at 14:00 h at Marijana Čavića 4, Zagreb.

I _____________________ (Name and surname / Company's name), ____________________ (date of birth, PIN) ____________________ (ID no.), owning ____ ordinary shares of Dalekovod d.d. of the nominal value of 10 HRK, apply for participation at the General Assembly of the Company.

Signature ___________________________

Note: You must submit the application by 10 July 2019 at the latest.

Application received ______________________

Signature ___________________________

B)

AUTHORIZATION

by which I: _______________________________________________ (Name, surname, date of birth, PIN and shareholder's-authorizer's address)

authorize

_______________________________________________________________ (Name, surname, date of birth, PIN and proxy's address)

to represent me at the shareholders' General Assembly of Dalekovod d.d. that will be held on 17 July 2019. The proxy is authorized to represent me at the above-mentioned General Assembly, and especially to propose, discuss, decide and vote on all matters of the agenda that will be decided upon at this General Assembly.

The proxy has _______ votes that the authorizer obtained by registration, cession, i.e. buying ________ ordinary shares of Dalekovod d.d.

In Zagreb, ________________.

Authorizer's signature________________________

Received ___________________________

Signature ________