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Granolio d.d.

AGM Information Jul 18, 2025

2089_agm-r_2025-07-18_4715e41a-cc1a-4261-9314-5ac4343362f0.pdf

AGM Information

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Granolio d.d. Ulica Pere Budmanija 5, HR-10000 Zagreb, tel: +385 1 6320 200, faks: +385 1 6320 222, e-mail: [email protected], www.granolio.hr

Hrvatska agencija za nadzor financijskih usluga (HANFA) Franje Račkoga 6 10000 ZAGREB

HANFA – Službeni registar propisanih informacija

Zagrebačka burza d.d. Ivana Lučića 2a 10000 ZAGREB

HINA - Hrvatska izvještajna novinska agencija ots(@hina.hr

Security: GRNL / ISIN: HRGRNLRA0006 / LEI: 213800O3Z6ZSDBAKG321) Segment of the Regulated market: Official Market of the Zagreb Stock Exchange Home Member State: Republic of Croatia

Zagreb, July 18, 2025

Subject:

  • General Assembly - notice of convocation, counter-proposals and decisions

Pursuant to the Capital Market Act and the Zagreb Stock Exchange Rules, GRANOLIO d.d., Zagreb, Budmanijeva 5, OlB:59064993527, MBS: 080111595, company entered into the Court registry of the Commercial Court in Zagreb (hereinatter the Company), hereby announces that the General Assembly of Grandio d.d. was held on July 18, 2025 at the Hilton Garden Inn Hotel Zagren, Noth I Meeting Room, Radnička cesta 21, Zagreb and that the General Assembly was attended by 1.644.213 votes or 16,49% of the total share capital.

The following decisions have been adopted by the General Assembly:

Ad 2)

"The Management Report on the status of the Company and affiliated Companies for the year 2024 is hereby adopted."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 3)

"The Supervisory Board Report on the supervision of Company operations for the year 2024 and addendum to the report with a proposal for the distribution of profit, proposal of dividend payment and results of the review of annual financial statements, and the Report on the status of the Company and affiliated companies for the year 2024 is hereby adopted."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 4)

"Consolidated financial statements for the year 2024 together with the Auditor's Report by BDO Croatia d.o.o. on the audit of the Granolio Group for the year 2024 are hereby acknowledged."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share

MB: 1244272; OlB: 59064993527; IBAN HR6024020061100063532 Erste&Steiermarkische bank d.d., Rijeka, IBAN HR1423400091110416692 Privredna banka Zagreb d.d., Zagreb, IBAN HR5123900011100014261 Hrvatska poštanska banka d.d., Zagreb; temeljni kapital: 2.523.914,00 EUR uplaćen u cijelosti, podijeljen na 1.901.643 redovnih dionica serije A bez nominalnog iznosa; tvrtka je upisana u sudski registar Trgovačkog suda u Zagrebu, MBS: 080111595; predsjednik Uprave: Hrvoje Filipović, članovi Uprave: Vladimir Kalčić i Davor Mitrović, predsjednik Nadzornog odbora: Franjo Filipović

capital, of which 100% voted FOR.

Ad 5)

"Financial statements for the year 2024 and the Auditor's Report by BDO Croatia d.o.o. on the audit of Granolio d.d. for the year 2024 are hereby acknowledged."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 6)

"The Policy of Remuneration of Members of the Management Board is approved in the wording attached to the Invitation for the General Assembly of Granolio d.d. as Attachment 1 and as shall be attached to the Minutes of the General Assembly also as Attachment 1 ."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 7)

E

The Management Board of the Company is hereby granted the authority to acquire the Company's own shares for a period of 5 (five) years from the date of adoption of this decision, during which the Management Board is authorized, based on this decision and without further special approval of the General Assembly of the Company, to acquire, in the name and for the account of the Company, its own shares marked GRNL-R-A under the following conditions:

    1. The shares acquired based on this decision, together with the Company's existing treasury shares, must not exceed 10% (ten percent) of the share capital of the Company;
    1. The Management Board must acquire treasury shares on an organized securities market;
    1. The purchase price of the treasury shares must not be more than 10% (ten percent) above or below the average market price of those shares achieved in the previous 30 (thirty) days. If such data does not exist for the preceding 30 (thirty) days, then the purchase price must not be more than 10% (ten percent) above or below the average market price achieved in the preceding 90 (ninety) days;
    1. In the financial year in which the Company acquires its own shares, it must allocate part of its profit to reserves for such shares in that year and record amounts corresponding to the amounts paid for the acquisition of treasury shares, so that the net assets of the Company shown in the financial statements for the last financial year do not fall below the amount of share capital and reserves which, according to the law, statute, or decision of the General Assembly, the Company must maintain and which may not be used for payments to shareholders:
    1. The Company may not trade with the acquired treasury shares;
    1. The Management Board is authorized to acquire treasury shares for the purpose of allocation under the remuneration program for members of the Management Board and key employees of the Company. For acquisition of treasury shares for other purposes, the Management Board must obtain prior approval from the Supervisory Board of the Company;
    1. The Management Board must inform the next General Assembly of the reasons and purpose of the share acquisition, the number of shares acquired and their share capital, as well as the consideration paid by the Company for those shares. The Management Board has the same obligation towards the Supervisory Board of the Company, and must submit a report to the Supervisory Board within one month after the end of each individual quarterly period.

The Management Board of the Company is obliged to adopt a program for the disposal of treasury shares, which must receive prior approval from the Supervisory Board of the Company.

=

The Management Board is authorized, with prior approval from the Supervisory Board of the Company, to dispose of treasury shares already held or acquired based on this decision, even outside of the organized market (for example, within the framework of the remuneration program for members of the Management Board and key employees of the Company), and for such actions no special decision of the General Assembly is required beyond this decision.

IV.

This decision shall enter into force on the date of its adoption. "

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 8)

1.

The Management Board of the Company is authorized, with the prior approval of the Supervisory Board of the Company, to dispose of treasury shares already held or to be acquired based on the Decision on Granting Authority to the Management Board to Acquire the Company's Own Shares dated July 18, 2025, also outside of the organized market (for example, through allocation within the remuneration program for members of the Management Board), without the need for a special decision of the General Assembly of the Company other than the aforementioned Decision on Granting Authority dated July 18, 2025. By this decision, the pre-emption rights of existing shareholders are excluded.

II.

This decision shall enter into force on the date of its adoption."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 9)

"The profit of the year 2024 in the amount of EUR 2.819.978,04 (after taxes) is to be distributed in full to retained earnings."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 10)

"The dividend will be paid to shareholders of the Company in the amount of EUR 0.17 per share, from the retained earnings generated by the Company's operations in the 2023 business year.

The right to receive the dividend shall belong to all shareholders of the Company registered as shareholders in the Central Depository and Clearing Company Inc., Zagreb (Središnje klirinško depozitarno društvo d.d.) depository, or whose shares are held in a custodial account maintained with a licensed institution, as of July 18, 2025.

The Company is obliged to pay the dividend within 30 days following the adoption by the General Assembly."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 11)

"Work of members of the Management Board regarding the management of the Company's business for the business year 2024 is approved (a clearance is granted)."

A total of 532,537 votes were cast in favor of the decision, constituting 28,02% of the Company's total share capital, of which 100% voted FOR.

Ad 12)

"Work of members of the Supervisory Board regarding the supervision of the Company's business for the business year 2024 is approved (a clearance is granted)."

A total of 1,641,213 votes were cast in favor of the decision, constituting 86.33% of the Company's total share capital, of which 100% voted FOR.

Ad 13)

. It is hereby determined that, pursuant to the Article 36 of the Company, the mandate of all Members of the Supervisory Board entered into the court registry on the date of this General Assembly expires at the moment when this General Assembly is closed.

II. Based on the suitability assessment for performing the function of a member of the Supervisory Board of the Company, carried out in accordance with applicable legal regulations and the Policy for the Selection and Assessment of the Fulfillment of Conditions for Members of the Supervisory Board of the Company, each of the candidates for the Supervisory Board of the Company, namely:

  • Mrs. Nina Solomun, Master of Economic Sciences, OIB: 43672273538, a citizen of the Republic of Croatia, residing in Zagreb, Šestinski Vrh 41a,
  • Mr. Vlatko Kordić, Bachelor of Entrepreneurship Economics, OlB: 06634546553, a citizen of the Republic of Croatia, residing in Zagreb, Ulica Pere Budmanija 3, and
  • Mr. Tihomir Osmak, Graduate Engineer of Agronomy, OIB: 62353784681, a citizen of the Republic of Croatia, residing in Zagreb, Strmečkog Put 3.

is considered suitable for performing the function of a member of the Supervisory Board of the Company.

III. After completing the process of assessing the collective suitability, it is concluded that the composition of the Supervisory Board, with the candidates listed in point II of this Decision, is collectively suitable, meaning that the members of the Supervisory Board as a whole possess the necessary professional knowledge, abilities, and experience required for independent and autonomous oversight of the Company's operations, with an understanding of its activities and significant risks, and that a balanced representation of both genders has been achieved in relation to the total number of the Supervisory Board, in accordance with Article 272.s, paragraph 1 of the Companies Act.

  • IV. In accordance with Article 33, paragraph 4 of the Company's Statute, the following persons are elected as members of the Supervisory Board of the Company:
    • Mrs. Nina Solomun, Master of Economic Sciences, OIB: 43672273538, a citizen of the Republic of Croatia, residing in Zagreb, Šestinski Vrh 41a - independent member,
    • Mr. Vlatko Kordić, Bachelor of Entrepreneurship Economics, OlB: 06634546553, a citizen of the Republic of Croatia, residing in Zagreb, Ulica Pere Budmanija 3, and
    • Mr. Tihomir Osmak, Graduate Engineer of Agronomy, OIB: 62353784681, a citizen of the Republic of Croatia, residing in Zagreb, Strmečkog Put 3.
  • V. This decision enters into force on the day of its adoption"

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

Ad 14)

"BDO Croatia d.o.o., Radnička cesta 180, 10000 Zagreb, OIB: 76394522236 is appointed auditor of the Company for the year 2025 and 2026."

A total of 1,644,213 votes were cast in favor of the decision, constituting 86,49% of the Company's total share capital, of which 100% voted FOR.

This notification was delivered to the Officially appointed mechanism for the central storage of regulated information of the Croatian Financial Services Supervisory Agency - HANFA, Zagreb Stock Exchange, Croatian News Agency and it is available on the Company web site www.granolio.hr.

Granolio d.d.

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