Pre-Annual General Meeting Information • Jul 16, 2021
Pre-Annual General Meeting Information
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Pursuant to the decision adopted by the General Assembly of the company Dalekovod d.d., Zagreb, Ulica Marijana Čavića 4, PIN: 47911242222 (hereinafter: "the Company") of 30 June 2021 on the increase in share capital of the Company by cash deposits and/or entry of rights, as stated in the decision on total exclusion of existing shareholders' preemptive rights in the moment of new share subscription pursuant to Article 308 paragraph 4 of the Corporations Act, with use of the exception of the previous publication of the prospectus in relation to the offer of securities stated in Article 1/4/(d) of the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC and on granting approval for the acquisition of shares without the obligation to announce a takeover bid, pursuant to the provisions of Article 14 paragraph 1 subparagraph 3 of the Act on the Takeover of Joint-Stock Companies (hereinafter: "the Decision on the increase of Company's share capital), on 8 July 2021 the Company's Management Board, with the prior consent of the Supervisory Board, adopted the following
The Company's Management Board hereby specifies that, by adopting the Decision on the increase of Company's share capital, the General Assembly has determined the Company's share capital increase from the amount of HRK 2,471,930.00 for the minimum amount of HRK 150,000,000.00 and a maximum amount of HRK 410,000,000.00 to the minimum amount of HRK 152,471,930.00, and a maximum amount of HRK 412,471,930.00, by cash deposit i.e. entry of rights, by issuing a minimum of 15,000,000.00 and a maximum of 41,000,000.00 new ordinary shares on someone's name, of the nominal value of HRK 10.00 each (hereinafter: "the New Shares").
The issuance of New Shares shall be carried out through a public offering of New Shares in the maximum of three rounds. New Shares will be offered to investors as stated in the Decision on the increase of Company's share capital.
By adopting the Decision on the increase of Company's share capital, it was determined that, in each of the three rounds of New Shares subscription, each investor can subscribe to a minimum of 1,000,000.00 New Shares per Subscription Form, i.e., that they can acquire shares with a minimum value of HRK 10,000,000.00.
The Decision on the increase of Company's share capital does not determine the maximum number of New Shares which each investor can subscribe to. Therefore, the maximum number of New Shares which each investor can subscribe to is the total number of shares offered to the investors in the corresponding round of New Shares subscription.
The Company shall, in no case, issue more than 41,000,000.00 New Shares.
In case the investors subscribe to a number of New Shares less or equal to the maximum number of New Shares which were offered to them, all New Shares, which they duly subscribed to under the terms of the call for share subscription in the corresponding round of New Shares subscription, will be allocated to each investor.
In case the investors subscribe to more New Shares than offered, the Company's Management Board shall, at its own discretion, decide which number of New Shares shall be allocated to each investor, guided primarily by the factors stated in Item 6 of this Decision. As a result, a number of New Shares which is smaller than the one they have subscribed to shall be allocated to the investors.
When calculating the allocation for each investor in the New Shares subscription in the first and second round, the Company's Management Board shall enjoy the full margin of discretion.
When deciding on allocation, the Company's Management Board shall primarily have in mind the Company's interests, as well as other factors:
As the deadline for payment of New Shares subscribed to by the investors, i.e., investment entry starts only upon delivery of the allocation notification of New Shares to each investor, the possibility of returning the overpaid amount to investors due to the allocation of a number of New Shares smaller than the number of New Shares they have paid for shall not be provided.
Item 8
This Decision enters into force on the day of its adoption.
Dalekovod, d.d. Management Board Member
Đuro Tatalović

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