Regulatory Filings • May 8, 2024
Regulatory Filings
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Based on the provisions of Articles 277, 278 and 280 of the Companies Act, the Management Board of the company Dalekovod d.d., Zagreb, Ulica Marijana Čavića 4, Personal Id. No. (OIB): 47911242222 (hereinafter: the Company), at the request of the shareholder Napredna energetska rješenja d.o.o., Zagreb, Fallerovo šetalište 22, OIB: 48374695230 (hereinafter: Napredna energetska rješenja d.o.o.) holding shares constituting 75.16 % of the Company's share capital, on 7 May 2024, hereby publishes the
scheduled for 10 June 2024 starting at 12 AM in the Company's premises in Zagreb, Ulica Marijana Čavića 4, the call for which was published on the website of the court register of the Commercial Court in Zagreb on13 April 2024 by adding, after item 8 of the agenda, items 9, 10 and 11 of the agenda which read:
Pursuant to the request of the shareholder Napredna energetska rješenja d.o.o., based on its share of 75.16 % in the Company's share capital, it is proposed to the General Assembly to adopt the following decision under item Ad. 9:
Ad 9) The shareholder Napredna energetska rješenja d.o.o. proposes to the General Assembly to adopt the following decision
Item 1
The Company's Articles of Association (complete text) of 12 June 2023 are amended in their entirety and replaced with the new text of the Articles of Association as follows:
Articles of Association Dalekovod d.d.
COMPANY, SEAT AND ACTIVITY
Article 1
The Company's name shall be: Dalekovod , dioničko društvo za inženjering, proizvodnju i izgradnju (Dalekovod joint stock company for engineering, production and construction).
The abbreviated company name shall be: Dalekovod d.d.
The Company's name in English shall be: Dalekovod JSC
The Company's name in German shall be: Dalekovod AG
Article 2
The Company's seat shall be in Zagreb.
The decision on the change of the Company's seat shall be made by the Company's General Assembly.
The decision on the change of the Company's business address in the Company's seat shall be adopted by the Company's Management Board with prior consent of the Company's Supervisory Board.
The Company may have branch offices outside of its seat. A branch office shall be established by a decision of the Management Board with prior consent of the Supervisory Board.
The shape, content and size of the seal and how it is used and kept shall be defined by the Company's Management Board.
The Company is the owner of the DALEKOVOD trademark registered with the State Intellectual Property Office under number Z20112264 (for the figurative mark: ).
The Company's scope of activity includes:
voltage, loop resistance, conductor insulation resistance and cables of all types and voltages, lighting measurements
In addition to the activities from paragraph 1 of this Article, the Company may also perform other activities aimed at performing the activities registered in the companies register, if these are performed to a minor extent or customarily along with the registered activity.
The decision on the change of the Company's activities shall be made by the Company's General Assembly.
In performing its activity, the Company's priority goals are:
The Company's basic organizational structure shall be determined by the Company's Management Board with prior consent of the Supervisory Board.
RIGHTS, OBLIGATIONS AND RESPONSIBILITIES OF THE COMPANY IN LEGAL TRANSACTIONS
In legal transactions, the Company shall act independently and without restrictions within the framework of its activity.
Article 11
The Company shall guarantee its liability with its assets.
The Management Board shall represent the Company at home and abroad.
The members of the Management Board shall represent the Company jointly, in a manner determined by the decision on the appointment of the members of the Management Board adopted by the Supervisory Board.
With the consent of the Supervisory Board, the Management Board may provide the power of attorney under the conditions provided by the Law.
The Management Board may issue a written power of attorney for representation within the scope of its authorities.
SHARE CAPITAL
The Company's share capital amounts to EUR 41,247,193.00 (in words: forty-one million two hundred and forty-seven thousand one hundred and ninety-three euros).
The Company's share capital is divided into 41,247,193 (in words: forty-one million two hundred and forty-seven thousand one hundred and ninety-three) ordinary registered shares in the nominal value of 1.00 euro (in words: one euro) each, designated DLKV-R-A in the depository of book-entry securities managed by the Central Depository and Clearing Company.
The Company's shares shall be book-entry securities which only exist in the form of electronic entries in the computer system of the Central Depository and Clearing Company (hereinafter: CDCC).
Shares may be transferred completely freely, without any limitations.
Share transfer, offset and settlement as well as any other change in the status shall be recorded in the shareholder's account in CDCC pursuant to the regulations and the rules of CDCC.
In relation to the Company, a shareholder shall only be considered a person recorded in CDCC's depository of book-entry securities.
Ordinary shares imply the right to participate in profit management and distribution.
The Company may also manage a book of shares as auxiliary records.
USE OF PROFIT
The General Assembly may adopt a decision to disburse profit to shareholders in Company shares.
After establishing annual financial statements, the Company's Management Board and Supervisory Board may decide to use the profit, after settlement of the purposes set by the Law, for entry into other Company's reserves. For such purposes, the Company's Management Board may use up to 5 % (in words: five percent) of the available profit referred to in paragraph 2 of this Article, until the other reserves reach the amount of 1/2 of the Company's share capital.
After settlement of the purposes determined by the Law, at the proposal of the Company's Management Board, the General Assembly shall adopt the decision on the distribution of the Company's profit, amount and manner of disbursement of the dividend.
The deadline for dividend disbursement shall be 30 (in words: thirty) days from the day of adoption of the decision on the disbursement, unless decided otherwise by the General Assembly.
The Company's bodies shall be:
General Assembly
The General Assembly shall consist of the Company's shareholders.
Shareholders may participate at the General Assembly and exercise their right to vote if they announce their participation at the General Assembly in writing in advance, within the prescribed deadline.
The participation at the General Assembly is conditioned upon the status in CDCC's depository of book-entry securities on the last day for registering to participate at the General Assembly.
Shareholders may be represented by proxies based on a valid written power of attorney issued by the shareholder, that is, the persons authorised for representation if the shareholder is a legal entity.
The power of attorney shall identify the proxy, the shareholder granting the power of attorney, the total number of shares, the authorization to participate and vote on behalf of the shareholder at the Company's General Assembly as well as the date of issue and the expiry date of the power of attorney.
The decision on the withdrawal of the Company's shares from listing on the regulated market shall be brought by a qualified majority, that is, votes which represent at least three quarters of the share capital present at the General Assembly when the decision is being adopted.
Article 19
In general, the General Assembly shall be held in the Company's seat.
Each ordinary share grants the right to one vote.
The General Assembly may adopt valid decisions if shareholders with more than 50 % of the Company's ordinary shares are present.
The General Assembly shall adopt decisions by public voting, by the majority of cast votes, unless the Law prescribes a larger, qualified majority for adopting certain decisions.
At the General Assembly, participants vote "FOR" or "AGAINST" using plates containing the number of votes, ballot papers, an electronic voting device or in another appropriate manner which ensures proper and transparent voting.
Article 20
When convening the General Assembly, the date of the next General Assembly shall be set under the presumption that due to a lack of quorum the General Assembly may not be held.
The General Assembly held in this manner shall adopt a valid decision regardless of the number of attending shareholders.
Article 21
The General Assembly shall be convened in the cases determined by the Law and these Articles of Incorporation as well as doing so is in the Company's interest.
The General Assembly shall be held in the first eight months of the business year.
The General Assembly shall be convened by the Company's Management Board who shall decide thereon by the majority of votes.
The General Assembly may also be convened by the Company's Supervisory Board under the conditions and in the manner prescribed by the Law.
The Company's Management Board shall convene the General Assembly when so requested by the Supervisory Board or in writing by the shareholders jointly holding shares in the amount of a twentieth part of the Company's share capital, indicating the purpose and reason for the convening of such General Assembly. The request for convening the General Assembly shall be sent to the Company's Management Board in writing.
The General Assembly shall be convened by public announcement.
The General Assembly shall be presided by the chairperson of the General Assembly.
The chairperson of the General Assembly shall be the chairman of the Supervisory Board if he/she is present at the General Assembly. If the chairperson of the Supervisory Board is prevented from attending, the General Assembly shall be presided by the deputy chairperson of the Supervisory Board.
The chairperson of the General Assembly shall:
Shareholders or their proxies shall be allowed to speak by the chairperson of the General Assembly.
The attending shareholders and their proxies shall act in such manner that allows the General Assembly to proceed in accordance with the provisions of these Articles and the Law.
Supervisory Board
The Supervisory Board shall consist of 5 (five) members, 4 (four) of which shall be elected and dismissed by the Company's General Assembly, while the workers are entitled to appoint 1 (one) member pursuant to the provisions of the Labour Act.
The members of the Supervisory Board shall be elected by the General Assembly for a 4 (four) year term, with the possibility of re-election. If certain members of the Supervisory Board are elected during the term of the existing Supervisory Board, their term shall last only until the end of the term of that Supervisory Board in its entirety.
The members of the Supervisory Board shall elect the chairman of the Supervisory Board and his/her deputy from their ranks.
The Supervisory Board shall make and adopt decisions at the sessions, and it may make decisions if at least half of the total prescribed number of its members are present at the session.
The Supervisory Board shall adopt its decision by the majority of the cast votes, and each member of the Supervisory Board is entitled to one vote. If the votes are distributed evenly, the vote of the chairman of the Supervisory Board shall be decisive.
An absent member of the Supervisory Board may participate in the decision making by voting by phone or in writing (letter, e-mail message or fax message).
The Supervisory Board may adopt decisions without holding sessions, by correspondence (letter, phone, fax, e-mail messages or another appropriate manner) if none of the members insist on holding the session or if a force majeure prevents the holding of the session (for example, but not limited to: declared epidemic or natural disaster, etc.)
The Supervisory Board may examine and investigate all of the Company's business books and documentation.
The manner of work of the Supervisory Board shall be determined in more detail by the Supervisory Board's Rules of Procedure adopted and changed by the Company's Supervisory Board.
The Supervisory Board and each of its members shall protect the Company's interests.
The Supervisory Board may appoint commissions to prepare the Supervisory Board's decisions and supervise their implementation.
The Supervisory Board's competences include:
The Supervisory Board shall give prior consent to the Company's Management Board for:
Management Board
The Company's Management Board shall consist of not less than one (1) and not more than five (5) members. The term of the members of the Management Board shall last not more than 5 (in words: five) years, with the possibility of reappointment. The decision on the appointment and dismissal, number of the members of the Management Board and the duration of their term shall be made by the Supervisory Board. If the Company's Management Board consists of more members, one of them shall be appointed president of the Management Board by the Supervisory Board.
A person who meets the following conditions may be appointed member of the Company's Management Board:
The Management Board is responsible for conducting the Company's business with the care of a prudent businessman, pursuant to positive regulations and aligned business policy of the KONČAR Group.
The members of the Management Board shall conduct the Company's business based on the division of works among the members of the Management Board for certain areas of activity or for a certain group of works.
The manner of work of the Management Board and the division of works among the members of the Management Board for the purpose of the previous paragraph of this Article shall be regulated by the Management Board's Rules of Procedure which shall be adopted unanimously by the Management Board, with prior consent of the Supervisory Board.
The Management Board shall meet as necessary.
If the Management Board consists of more members, the quorum for the Management Board's sessions shall be more than half of the members of the Management Board, and the Management Board shall adopt decisions by public voting, by the majority of the present or represented members of the Management Board. If the votes are distributed evenly, the vote of the chairman of the Supervisory Board shall be decisive in adopting the decision.
The Management Board and each of its members shall be individually responsible to the Supervisory Board and the Company for performing the works from the Management Board's scope of competences.
BUSINESS SECRET
A business secret shall be any data whose discovery by third persons can inflict damage to the business interest and reputation of the Company, Končar d.d. and/or companies with majority shares/interests of Končar d.d., i.e. Končar Group, especially:
To preserve safety and successful management, certain documents, that is, data considered a business secret, may be communicated to third persons only in the manner determined by the Law, that is, with the special approval of the Management Board.
Communicating documents or data considered a business secret shall not be considered a violation of the business secret if such documents or data are communicated to persons, organisations or bodies to whom these can or must be communicated based on regulations or authorisations arising from the function they perform or their positions.
Communicating data considered a business secret at the sessions of the General Assembly or the Company's Supervisory Board shall also not be considered a violation of the business secret if such communication is necessary for the purpose of performing the management and administration function.
In the case from paragraph 2 of this Article, the persons present shall be warned that the matter at hand is a business secret.
Material which is considered a business secret shall be kept separately from other documents in a manner which ensures its secrecy is maintained.
A business secret shall be kept by all the workers who find out in any manner about documents or data considered a business secret.
The obligation of keeping a business secret shall not cease after the employment ends.
Revealing a business secret shall constitute a serious violation of the work obligation which normally triggers the termination of the employment relationship.
OBLIGATIONS AND RESPONSIBILITIES TOWARD KONČAR D.D.
The Company's obligations toward KONČAR d.d. are the following:
The Company's obligations referred to in the previous paragraph are the responsibility of the Company's Management Board and each member of the Management Board individually.
COMPANY COMMUNICATION, TERM AND TERMINATION
Article 38
The Company is established for an indefinite period of time.
The Company may end in the manner determined by the Law.
Company's data and communications shall be published on the web site hosting the court register and on the Company's web site.
THE PROCEDURE FOR THE AMENDMENT OF THE COMPANY'S ARTICLES OF INCORPORATION
Amendments to the Articles of Incorporation shall be adopted by the Company's General Assembly in the manner determined by the Law.
The Supervisory Board is authorised to amend the Articles of Association if the amendments are of editorial nature and concern the alignment of the text of the Articles of Association.
The Articles of Association shall come into force on the day of their entry into the court register of the Commercial Court in Zagreb.
Pursuant to the request of the shareholder Napredna energetska rješenja d.o.o., based on its share of 75.16 % in the Company's share capital, it is proposed to the General Assembly to adopt the following decision under item Ad. 10:
Ad 10) The shareholder Napredna energetska rješenja d.o.o. proposes to the General Assembly to adopt the following decision
DECISION
ON THE DISMISSAL OF THE MEMBERS OF THE SUPERVISORY BOARD
Item 1
The following members of the Company's Supervisory Board shall be dismissed:
Item 2
Dismissal of the members of the Supervisory Board referred to in item 1 of the Decision shall apply from the moment of coming into force of the Articles of Incorporation referred to in Ad 9).
Pursuant to the request of the shareholder Napredna energetska rješenja d.o.o., based on its share of 75.16 % in the Company's share capital, it is proposed to the General Assembly to adopt the following decision under item Ad. 11:
Ad 11) The shareholder Napredna energetska rješenja d.o.o. proposes to the General Assembly to adopt the following decision
DECISION
ON THE ELECTION OF THE MEMBERS OF THE SUPERVISORY BOARD
Item 1
The following members of the Company's Supervisory Board are elected:
Item 2
The term of the members of the Supervisory Board referred to in item 1 of the Decision shall start elapsing from the moment of coming into force of the Articles of Incorporation referred to in Ad 9) and it shall last 4 years.
Pursuant to the provisions of the Companies Act, this proposal of the supplement to the Agenda of the Company's General Assembly shall be published without delay on the Company's website (www.dalekovod.com), on the website of the court register of the Commercial Court in Zagreb, Zagreb Stock Exchange, HANFA and HINA.
This proposal of the supplement to the Agenda of the General Assembly shall be available for the shareholders to examine at the Company's seat.
Dalekovod d.d. Dalekovod d.d. President of the Board Member of the Board
Eugen Paić-Karega Tvrtko Zlopaša
________________ ________________
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