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Ericsson Nikola Tesla d.d.

AGM Information May 20, 2022

2119_agm-r_2022-05-20_0c43a1e0-44b6-47a5-a9f3-3759b6329a42.pdf

AGM Information

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Ericsson Nikola Tesla d.d. Zagreb, Krapinska 45

SECURITY: ERNT (ISIN: HRERNTRA0000) LEI: 5299001W91BFWSUOVD63 HOME MEMBER STATE: Republic of Croatia REGULATED MARKET SEGMENT: Regular Market of the Zagreb Stock Exchange

NOTICE OF THE ANNUAL GENERAL MEETING OF ERICSSON NIKOLA TESLA, joint- stock company

Pursuant to the Companies Act, Art. 277, sections 2 and 3, the Managing Director of the joint stock company Ericsson Nikola Tesla, Zagreb, Krapinska 45, on May 18, 2022, passed the

DECISION ON CONVOCATION

of the Annual General Meeting, to be held at the registered office of the Company in Zagreb, Krapinska 45, on June 27, 2022, at 4 p.m., and shall have the following

AGENDA

    1. Opening of the Annual General Meeting (appointing the Commission to record the presence of shareholders, verify registrations, determine represented equity capital, verify the Meeting was lawfully convened and eligible to make decisions);
    1. Managing Director's Report for the year 2021;
  • Consolidated and non-consolidated Annual Financial Statements for the year 2021; 3.
  • বাঁ Auditor's Report for the year 2021;
  • Supervisory Board's Report on Performed Supervision for the year 2021; 5.
    1. Decision on allocating retained earnings from the year 2020 and the Company's profit achieved in the financial year 2021;
    1. The Decision on awarding 5,000 treasury shares to the Company's employees;
    1. Remuneration Report for Supervisory Board members and Management Board in 2021;
    1. Decision on discharge from liability to the Managing Director;
    1. Decision on discharge from liability to the members of the Supervisory Board and its Chairman;

    1. Decision on re-election of:
    2. Franck Pierre Roland Bouétard, France, 6 Avenue Alfred de Musset, 78170 La Celle-Saint-Cloud, PIN (OIB): 27316928665, as a member of the Supervisory Board;
    1. Appoint the Auditor for the year 2022.

Proposed Decisions at the Annual General Meeting

The Management Board and the Supervisory Board of Ericsson Nikola Tesla, joint-stock company Zagreb, submitted a joint proposal to the Annual General Meeting, for decision making under items 5, 6, 7, 8, 9 and 10. The Supervisory Board submitted a proposal under item 11, and pursuant to the Audit Committee's recommendation, the Supervisory Board submitted a proposal under item 12:

ltem 5

"The Report of the Supervisory Board on the Performed Supervision in 2021 is approved."

ltem 6

"The Company's net profit for the financial year 2021, amounting to HRK 115,206,994.95 will be allocated to retained earnings.

The amount of HRK 10,000,000.00 from 2020 retained earnings will be allocated to reserves for treasury shares.

The Company's shareholders shall be paid dividend of HRK 64 per share out of retained earnings from the year 2020 and retained earnings from the year 2021.

The dividend shall be paid out on July 22, 2022 (payment date) to all the Company's shareholders who have the Company shares registered on their securities account in the Central Depository & Clearing Company on July 01, 2022 (record date). Date on which the shares of the Company will be traded without dividend payment right is June 30, 2022 (ex-date)."

ltem 7

"Taking into account the Company's business results during the preceding periods, the Company's Management Board is given consent to award up to 5.000 treasury shares to the Company's employees."

Item 8

"Remuneration Report for Supervisory Board members and Management Board in 2021 together with the corresponding Independent limited assurance report on the Remuneration Report of Ericsson Nikola Tesla d.d. is approved."

Item 9

"Discharge from liability is given to Gordana Kovačević, the Company's Managing Director, in relation to the exercise of her duties in the year 2021."

Item 10

"Discharge from liability is given to the members of the Supervisory Board and its Chairman in relation to the exercise of their duties in the year 2021."

ltem 11

"Decision on re-election of:

  • Franck Pierre Roland Bouétard, Ericsson Regional Head for France, Algeria, Tunisia, Belgium and Luxembourg, as well as Head of Orange, Altice and Iliad global accounts, France, 6 Avenue Alfred de Musset, 78170 La Celle-Saint-Cloud, PIN (OIB): 27316928665, is re-elected as a member of the Supervisory Board for a four-year term."

ltem 12

"KPMG Croatia d.o.o., 10000 Zagreb, Ivana Lučića 2a/17, is appointed as the Auditor for the year 2022."

Important Information About Registration and Participation at the Annual General Meeting

REQUIREMENTS TO BE MET FOR PARTICIPATION AND VOTING

The shareholders, entitled to participate in the Annual General Meeting shall meet the requirements, as follows:

  • Have Company shares registered on their securities account in the Central Depository & Clearing Company on the date of the latest possible registration for the Shareholders' Meeting (i.e. June 20, 2022).
  • Have registered in advance, their attendance to the Annual General Meeting, no later than six days before the Annual General Meeting date. The deadline does not include the date of the received/ filed registration; therefore, this deadline covers seven days, i.e. June 20, 2022, at the latest.

The shareholder's proxies, who register to participate at the Annual General Meeting, no later than six days before the Annual General Meeting date, with respect to the received/ filed registration, which is not included in the deadline (i.e. by June 20, 2022, at the latest), are entitled to attend and vote.

The shareholders can register via online registration form on the Company's website at https://www.ericsson.hr/en/for-investors, by sending an e-mail to [email protected] or by post sent to the Company's address.

The following documents shall be submitted to the Registration Commission:

    1. Personal registration form, if the shareholder attends in person
    1. Personal registration form and a Power of Attorney, if the shareholder's proxy attends.

The Registration Commission shall send the registration document and a receipt for the submitted proposals to the shareholder/ shareholder's proxy e-mail or postal address.

The shareholders and their proxies, respectively, are entitled to submit, in writing, by post or electronically to the e-mail address: [email protected] notes and proposals regarding the proposed decisions within the registration time.

The shareholding capacity shall be verified by insight into files of the Central Depositary & Clearing Company.

The required identification when registering shall be based on a personal identity document (personal identification card or passport). The written materials for the Annual General Meeting, which serve to reach the announced decisions, will be available to shareholders for insight, starting with the date of public announcement of the Meeting, on the Company's web site https://www.ericsson.hr/en/for-investors_and at the Company's headquarters, from 10 to 12 a.m. on business days.

The registration of participants shall start 30 minutes prior to the scheduled Meeting time, upon the presentation of the registration document.

The shareholder or his/her proxy, who did not register shall not be entitled to take an active part in the Meeting.

VOTE BY PROXY

The shareholder's proxy shall have a valid Power of Attorney, made on the form prepared by the Company, which can be found on the Company's web site at https://www.ericsson.hr/en/forinvestors or at the Company's headquarters from 10 to 12. a.m. on business days. Verification by a notary public is not required. The Power of Attorney shall clearly state who empowered the Power of Attorney, to whom, including the name and surname/ address of the individual to whom the Power of Attorney was issued to, to what purpose, as well as the Power of Attorney to vote at the Meeting.

If the proxy represents a legal person, in addition to the Power of Attorney, the proxy shall enclose the document which states the authorization of issuer of Attorney to represent the legal person in question (i.e. the statement from the Court Register of Companies).

The evidence on appointment of a proxy (including the scan of the signed Power of Attorney) shall be submitted via e-mail to: [email protected] or directly submitted to the registration office at to the Company's headquarters.

LISTING NEW ITEMS ON THE AGENDA

Should the shareholders, who together own the stake amounting to the twentieth part of the Company share capital, after the Meeting has been convened, request that an additional item is added to the Agenda and disclosed, then any new agenda item should be accompanied by an explanation or respective decision proposal.

The Company shall receive requests for listing items on the agenda at least 30 days prior to the Annual General Meeting date. This period does not include the day the request is received at the Company. If the deadline is not observed, the proposed additional items of the Agenda shall be considered not lawfully announced and no decision on them can be made at the Meeting.

SHAREHOLDERS' COUNTER PROPOSALS

The Shareholders' counter proposals to the proposals submitted by the Management Board and/or Supervisory Board, related to a particular agenda item, shall state their names/ surnames, explanation and possibly an opinion by the Management Board shall be available to legal persons stated in Article 281, sections 1 to 3 of the Companies Act under the conditions stated therein, if a shareholder had submitted such a counterproposal, at least 14 days prior to the Meeting date, to the address given below:

Ericsson Nikola Tesla d.d. Krapinska 45, 10000 Zagreb

The date a counter proposal is received at the Company is not counted into these 14 days deadline. The counter proposal shall be available at the Company's web site: https://www.ericsson.hr/en/forinvestors. Should the shareholder not exercise this right, it does not result in losing the right to make a counter proposal at the Meeting. The same applies to the shareholders' proposals regarding the election of the Supervisory Board members or the appointment of the Company Auditor. Such a proposal does not have to include an explanation. The Management Board is not obliged to make such a proposal available to shareholders, unless it contains information which must be disclosed with a proposal relating to the Supervisory Board members, and to the appointment of the Company Auditor, as well as the membership of candidates in other supervisory or management boards, in the country and abroad.

RIGHT TO INFORMATION ABOUT THE COMPANY'S BUSINESS PERFORMANCE

At the Annual General Meeting, the Management Board shall provide information about Company's business performance to each shareholder at his/her request, in case this information is necessary to judge on the agenda items. This obligation to provide information regards also legal and business relations with the related parties. If the Company has acquired treasury shares throughout the year, the Management Board shall state in the Company Position Report, the reasons for shares acquisition, the number and nominal value of the acquired shares, whether the shares have been acquired through payment collection - the price paid, treasury shares sold and those still held.

NO QUORUM / NEW ASSEMBLY

If the Meeting should lack a quorum (which is more than 50% of the stocks which represent the share capital for the Annual General Meeting), the Managing Director shall, within the following 3 days, send the notice of convening a new Meeting with the same agenda to the shareholders. The new Meeting shall be convened within 15 days after the originally convened, i.e. on July 12, 2022, at the latest. The decisions adopted at the new Annual General Meeting shall be considered lawful, disregarding the number of the represented shareholders.

For any additional information, please call +385 1 365 4431 or +385 1 241 7002.

Managing Director:

MSc Gordana Kovačević, B.E.E. ERICSSON Ericsson Nikola Tesla d.c. Krajinska 45 HR-10 000 Zagreb CROATIA .

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