AGM Information • Feb 18, 2022
AGM Information
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Pursuant to the regulations set out in Article 277 paragraph 2 of the Commercial Companies Act of the Republic of Croatia (Official Gazette of the Republic of Croatia number 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, hereinafter: "the Companies Act"), at the session held on 18/02/2022, the Management Board of the company Dalekovod d.d., Zagreb, Ulica Marijana Čavića 4, Zagreb, entered in the Court Register of the Commercial Court in Zagreb under the registration number: 080010093, PIN: 47911242222 (hereinafter: "the Company") made a decision to convene the General Assembly of the Company pursuant to the request of the majority shareholder Napredna energetska rešenja d.o.o., Zagreb, Fallerovo šetalište 22, entered in the Court Register of the Commercial Court in Zagreb under the registration number: 081379824, PIN: 48374695230 dated 11 February 2022 to convene the General Assembly; the aforementioned shareholder holds shares representing 75.16% of the Company's share capital, therefore, an invitation for the
is hereby issued to shareholders of the company Dalekovod, d.d., Zagreb, Ulica Marijana Čavića 4, PIN: 47911242222, which will be held on 31/03/2022 at 11 p.m. in the Company's premises in Zagreb, at the address Ulica Marijana Čavića 4.
I. The following
Agenda
is announced and proposed for the General Assembly:
Opening of the General Assembly, verification of applications and powers of attorney and determination of share capital representation, compilation of the list of present and represented shareholders and confirmation that the General Assembly has been properly convened and that it has powers to make valid decisions;
Decision on impeachment of members of the Supervisory Board;
Decision on appointing members of the Supervisory Board.
As to item 1) The shareholder Napredna energetska rješenja d.o.o., Zagreb, Fallerovo šetalište 22, PIN: 48374695230, proposes to the General Assembly the adoption of the following decision:
The following members of the Supervisory Board are impeached:
This decision shall enter into force on the date of its issuance.
As to item 2) The shareholder Napredna energetska rješenja d.o.o., Zagreb, Fallerovo šetalište 22, PIN: 48374695230, proposes to the General Assembly the adoption of the following decision:
Josip Lasić, PIN: 95348594512, Zagreb, Opatička ulica 4, economist specialised in accounting, is elected as a member of the Supervisory Board.
The term of office of a member of the Supervisory Board begins on election day and lasts for 4 years.
Item 3 This decision shall enter into force on the date of its issuance.
Božidar Poldrugač, PIN: 45389940467, Sveti Ivan Zelina, Mate Žigrovića 14, engineer, is elected as a member of the Supervisory Board.
The term of office of a member of the Supervisory Board begins on election day and lasts for 4 years.
This decision shall enter into force on the date of its issuance.
Josip Jurčević, PIN: 50720494628, Zagreb, Ulica Lavoslava Švarca 1, economist, is elected as a member of the Supervisory Board.
Item 2
The term of office of a member of the Supervisory Board begins on election day and lasts for 4 years.
This decision shall enter into force on the date of its issuance.
Pavao Vujnovac, PIN: 18148522569, Zagreb, IX. Bukovački ogranak 19A, economist, is elected as a member of the Supervisory Board.
The term of office of a member of the Supervisory Board begins on election day and lasts for 4 years.
This decision shall enter into force on the date of its issuance.
Damir Spudić, PIN: 17083961325, Zagreb, Labinska ulica 2a, economist, is elected as a member of the Supervisory Board.
The term of office of a member of the Supervisory Board begins on election day and lasts for 4 years.
This decision shall enter into force on the date of its issuance.
II The right to participate in the work of the General Assembly and to exercise the right to vote at the General Assembly meeting shall have those persons who cumulatively meet the following conditions, namely:
In order to be able to participate in the General Assembly and exercise voting rights in accordance with the ratio of shares held in an escrow account registered to Središnje klirinško depozitarno društvo d.d., Heinzelova 62a, 10000 Zagreb, PIN: 64406809162 (hereinafter: "SKDD"), shareholders with a ratio of shares held in that account and owning together one or more shares of stock in the Company are required to request the Company to transfer their shares to their account, and, in case of more shareholders, to their joint securities account that should be previously opened with SKDD for that purpose. The company shall, upon any such request received, instruct SKDD to transfer a number of shares from the escrow account to the shareholders' account or joint account. Pursuant to Article 228 of the Companies Act, the shareholders are required, based on the shares held in the joint securities accounts, elect a representative in the General Assembly. To that end a Power of Attorney form enclosed with this invitation may be used, provided it is signed by all holders of those shares. All participation requests based on those share are required to be submitted to the Company within the previously defined deadline (no later than 24 March 2022). Should the shareholders have any questions related to the exercise of the rights based on the ratio of shares held in the escrow account, they may contact the Company at the phone number 01/2459-770 on working days from 8 a.m. to 3 p.m.
The application for participation is submitted in person and in writing at the Company's headquarters, the Office for Legal and Personnel Affairs or by mail to the address Ulica Marijana Čavića 4, Zagreb, Office for Legal and Personnel Affairs.
The Company's share register maintained at the SKDD shall be closed on 24/03/2022. The transfer of shares made thereafter shall not give any right to participate in the General Assembly meeting. Each ordinary share equals to one vote.
It is also possible to participate in the General Assembly meeting by naming an attorney-infact. In the power of attorney, the principal and the attorney-in-fact, the total share amount, i.e. number of votes at their disposal as well as the authorisation for the attorney-in-fact to vote in the Company's General Assembly meeting and the signature of the shareholder issuing the power of attorney shall be indicated. Application forms and powers of attorney are an integral part of this call and are published as its annex.
Forms of application and power of attorney, as well as insight into proposed decisions and materials that are the basis for making proposed decisions are available for review to shareholders on working days from 8 a.m. to 3 p.m., starting from the date of publication of this invitation, namely:
Shareholders who together hold shares in the amount of one twentieth part of the share capital of the Company may request an item to be placed on the agenda of the General Assembly meeting as well as to be published. Each new item on the agenda must be accompanied by an explanation and a proposal for a decision. The request for placing an item on the agenda must be received by the Company at least 30 days before the date of the Company's General Assembly meeting. The day on which the Company received the request is not included in this deadline.
Shareholders who wish to state a counter-proposal to the published proposals for decisions given by the Company's Management Board may do so at least 14 days before the day of the General Assembly meeting, by submitting their counter-proposal to the Company's Management Board with an explanation. The day of receipt of the proposal to the Company is not included in the specified deadline. If the shareholder does not use the mentioned right, that does not result in the loss of the right to submit a counter-proposal in the Company's General Assembly meeting.
At the General Assembly of the Company, the Company's Management Board must provide each shareholder, at his request, with information on the Company's affairs if this is necessary for the assessment of the issues on the agenda. The obligation to give notice also applies to the Company's legal and business relations with related companies.
If there is no quorum in the General Assembly meeting on 31/03/2022 within the meaning of the dispositions of Article 23 of the Company's Articles of Association, the next (backup) General Assembly meeting shall be held at the same time, in the same place, one week after the beginning of this General Assembly meeting, and shall validly decide whether the shareholders holding shares whose total nominal value is greater than 10% of the Company's share capital shall be represented or not.

Dalekovod, d.d. President of the Management Board
Tomislav Rosandić
Annexes:
For the General Assembly meeting of the company Dalekovod, d.d., which will be held on 31/03/2022 at 11 a.m., at the address Marijana Čavića 4, Zagreb.
I, ____________________________ (name and surname / company name), ____________________ (date of birth / PIN) ____________________ (ID card number), the holder of __________ ordinary shares of the company Dalekovod, d.d. in the nominal amount of 10 kunas, apply to participate in the Company's General Assembly meeting.
Signature ___________________________
Note: You are required to submit the application on 24/03/2022 at the latest.
Application received on ______________________
Signature __________________________
by which I: _______________________________________________ (Name, surname, PIN and address of the shareholder – the principal)
hereby authorise:
(Name, surname, PIN and address of the attorney-in-fact)
_______________________________________________________________
to represent me at the General Assembly of the shareholders of the company Dalekovod d.d. which will be held on 31/03/2022. The attorney-in-fact is authorised to represent me in the designated General Assembly meeting, and they are specifically authorised to suggest, discuss, decide and vote with respect to all items of the agenda to be decided upon in this General Assembly meeting.
The attorney-in-fact shall have ________ votes at their disposal, which the principal acquired by subscribing, transferring, i.e., buying ________ ordinary shares of the company Dalekovod, d.d.
In Zagreb, ________________.
Signature of the principal ________________________
Received on ___________________________
Signature ________________________________
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