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Granolio d.d. AGM Information 2026
2089_agm-r_2026-04-30_3a83b0be-22f3-4819-9d93-30fb26679c5e.pdf
AGM Information
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Granolio 30
ZRNO PO ZRNO. 30 GODINA.
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)
Službeni registar propisanih informacija
Franje Račkoga 6
10000 ZAGREB
Zagrebačka burza d.d.
Ivana Lučića 2a
10000 ZAGREB
HINA – Hrvatska izvještajna novinska agencija
[email protected]
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, April 30, 2026
Subject: Notice of Convening the General Assembly
- General Assembly – Notices on Convening, Counterproposals and Decisions
Pursuant to the Capital Market Act and the Zagreb Stock Exchange Rules, Granolio d.d., Zagreb, Ulica Pere Budmanija 5, Personal Identification Number (PIN): 59064993527, company entered into the Court registry of the Commercial Court in Zagreb under the identification number (MBS) 080111595 (hereinafter: the Company), hereby announces that on April 30, 2026, the Management Board of the Company passed on the decision to convene the General Assembly of the Company, which will be held on June 12, 2026, starting at 11:00 AM at the DoubleTree by Hilton Zagreb hotel, meeting room Mimosa I + II, Ulica grada Vukovara 269a, Zagreb.
The invitation to the General Assembly, including the proposed agenda, resolution proposals, and accompanying documents, is attached to this notice.
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, on the website of the Court registry, Croatian News Agency - HinaOTS and it is available on the Company website www.granolio.hr.
GRANOLIO d.d.
CERTIFIED
ISO 9001
ISO 14001
BUREAU VERITAS
BNF
MINISTERIOV JUSTI TUDIJE
MIB: 1244272; OIB: 59064993527; IBAN HR6024020061100083532 Erste&Steiermarkische bank d.d., Rijeka, IBAN
HR1423400091110416692 Privredna banka Zagreb d.d., Zagreb, IBAN HR5123900011100014261 Hrvatska poštanska banka d.d., Zagreb; temelji kapital: 2.523.014,00 EUR uplatjen 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 Devor Mitrović; predsjednik Nadzornog odbora: Vlatko Kordić
INVITATION TO THE GENERAL ASSEMBLY OF THE COMPANY GRANOLIO D.D.
Pursuant to Article 277 of the Companies Act and Article 43 of Granolio d.d. Articles of Association, the Management Board, acting upon the Decision on convening the General Assembly of April 30, 2026, adopted with the consent of the Supervisory Board, convenes
The General Assembly of Granolio d.d.,
Zagreb, Ulica Pere Budmanija 5,
which will be held on June 12, 2026 at 11:00 hours at the DoubleTree by Hilton Zagreb hotel, Mimosa I + II Meeting Room, Ulica grada Vukovara 269a, Zagreb.
I.
The following Agenda is proposed for the General Assembly meeting:
Agenda:
- Opening of the General Assembly, establishing the list of participants at the General Assembly
- Management Report on the status of the Company and affiliated companies for the year 2025
- Report of the Supervisory Board on the supervision of the Company's operations for the year 2025
- Consolidated financial statements for the year 2025 and Independent Auditor's Report by BDO Croatia d.o.o. on the audit of the Granolio Group for the year 2025
- Financial statements for the year 2025 and Independent Auditor's Report by BDO Croatia d.o.o. on audit of Granolio d.d.
- Adoption of the resolution on the proposal for the distribution of the business year 2025 profit,
- Adoption of the resolution on the proposal for the dividend payment
- Adoption of the resolution on grant of the clearance to the members of the Management Board for the year 2025
- Adoption of the resolution on grant of the clearance to the members of the Supervisory Board for the year 2025
- Adoption of the resolution on the appointment of the auditor of the Company for the year 2027 and 2028,
II.
Pursuant to Article 280 of the Companies Act, the Management Board and the Supervisory Board of the Company propose to the General Assembly to pass the following resolutions:
Ad 2) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
The Management Report on the status of the Company and affiliated Companies for the year 2025 is hereby adopted.
Ad 3) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
The Supervisory Board Report on the supervision of Company operations for the year 2025 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 2025 is hereby adopted.
Ad 4) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
Consolidated financial statements for the year 2025 together with the Auditor's Report by BDO Croatia d.o.o. on the audit of the Granolio Group for the year 2025 are hereby acknowledged.
Ad 5) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
Financial statements for the year 2025 and the Auditor's Report by BDO Croatia d.o.o. on the audit of Granolio d.d. for the year 2025 are hereby acknowledged.
Ad 6) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
The profit of the year 2025 in the amount of EUR 1.126.930,34 (after taxes) is to be distributed in full to retained earnings.
Ad 7) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
The dividend will be paid to shareholders of the Company in the amount of EUR 0.16 per share, from the retained earnings generated by the Company's operations in the 2023 and 2024 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 12 June 2026.
The Company is obliged to pay the dividend within 30 days following the adoption of the decision by the General Assembly.
Ad 8) The Management Board and the Supervisory Board propose to the General Assembly to pass the following resolution:
Work of members of the Management Board regarding the management of the Company's business for the business year 2025 is approved (a clearance is granted).
Ad 9) The Company's Supervisory Board proposes to the General Assembly to pass the following resolution:
Work of members of the Supervisory Board regarding the supervision of the Company's business for the business year 2025 is approved (a clearance is granted).
Ad 10) The Company's Supervisory Board proposes to the General Assembly to pass the following resolution:
BDO Croatia d.o.o., Radnička cesta 180, 10000 Zagreb, OIB: 76394522236 is appointed auditor of the Company for the year 2027 and 2028.
III.
Shareholders of the Company are hereby invited to participate in the General Assembly convened as per Decision on convening the General Assembly.
Shareholders, i.e. their proxies, have voting rights and the right to participate in the General Assembly if they are registered with the Central Depository and Clearing Company as shareholders on the beginning of the 21st (twenty first) day before the General Assembly is held. (Article 48 of the Company's Articles of Association), and if they submit the application for participation at the General Assembly no later than 6 (six) days before the General Assembly meeting is held (Article 46 of the Company's Articles of Association).
The General Assembly cannot pass valid resolutions unless attended by shareholders representing 50% of shares carrying voting rights - a quorum (Article 53 of the Company's Articles of Association) while all resolutions under the proposed items of the Agenda are passed by a majority vote (Article 47 of the Company's Articles of Association). Each share carries one vote in the Company's General Assembly (Article 47 of the Company's Articles of Association).
The application for participation (application form available on the Company website: http://www.granolio.hr/hr/investitori/) is submitted in writing, to the Company's Management Board at the Company's registered address.
Voting rights at the General Assembly may also be exercised by proxy. The Power of Attorney must be made in writing (form available on the Company website), it must be certified by a notary public and must explicitly grant the proxy the right to vote at the General Assembly. Unless already submitted, the Power of Attorney is to be submitted to the Company along with the application for participation at the General Assembly meeting prior to its commencement. The Power of Attorney is retained in the Company archives. A copy of the signed Power of Attorney may also be e-mailed to: [email protected]
Shareholders who are legal persons must along with the application and/or Power of Attorney submit also a copy or excerpt from the relevant register.
Annual financial statements, the Report on the state of the Company and affiliated companies for 2025, the Report of the Supervisory Board, proposal of the decision on distribution of profit and other written materials pertaining to individual items of the Agenda, as well as application form and power-of-attorney templates required for participation at the General Assembly meeting may be obtained on business days between 10 am and 12 pm at the Company's seat after the
Invitation to the General Assembly is released. At their request, shareholders will receive copies of the said documents.
Shareholders who jointly hold at least a twentieth part of the Company's share capital may request that items be added to the General Assembly meeting Agenda, with the explanation and respective resolution proposal. The Company has to receive the request at least 30 days prior to the General Assembly meeting. The day of receipt of the request is not included in the 30-day period.
The counterproposals to the proposals made by the Management Board and/or Supervisory Board, with the name and surname of the shareholders and the explanation, as well as proposals of the shareholders on the appointment of the auditors of the Company, must be received by the Company no later than 14 days prior to the General Assembly meeting. The day of receipt of the counterproposal is not included in the 14-day period. In case the shareholder does not exercise this right, this will not result in the loss of the right to file counterproposals at the General Assembly.
At the General Assembly, the Management Board is obliged to provide information about Company operations to any shareholder at their request if this is necessary for consideration of the items of the Agenda. This information may be withheld for reasons provided for by the Companies Act.
As of the date of convening the General Assembly, the Invitation to the General Assembly, documents of relevance to the General Assembly meeting, the total number of shares and voting rights at the time the General Assembly is convened as well as application form and power of attorney templates necessary for participation, will be available on the Company website (http://www.granolio.hr/hr/investitori/).
IV.
If the General Assembly to be held on June 12, 2026 fails to meet quorum requirements or cannot be held for any other reason, a new General Assembly meeting with the same agenda will be held on July 02, 2026 at the Company's premises in Zagreb, Ulica Pere Budmanija 5, at 10:00 hours. The new General Assembly will be held regardless of the number of shareholders attending and the resolutions will be passed by a majority of votes cast.
GRANOLIO d.d.
President of the Management Board
Hrvoje Filipović
Board Member:
Vladimir Kalčić
Board Member:
Davor Mitrović
Granolio 30
ZRNO PO ZRNO. 30 GODINA.
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
Pursuant to Article 263 of the Companies Act and Article 39 of the European Trade Agreement, statute of GRANOLIO d.d. (hereth following: Company), the Supervisory Board of the Company submits to the general meeting the following
REPORT
on the supervision of the management of the Company's operations in 2025.
I.
The Supervisory Board complies with the provisions of Article 263 of the Companies Act and Article 39 of the Granolio d.d. statute supervised the conduct of the Company's operations, with special supervision of the legality of its work, and analyzed the achievement of planned results and implementation of the basic goals of the Company's established business policy.
II.
In 2025, the Supervisory Board acted in the composition of:
President of the Supervisory Board
- Mr. Franjo Filipović (reappointed on June 06, 2022, until July 18, 2025) and
- Mr. Vlatko Kordić (first appointed on July 18, 2025).
Deputy Chairman of the Supervisory Board
- Mr. Jurij Detiček (reappointed on June 06, 2022, until July 18, 2025) and
- Mrs. Nina Solomun (first appointed on July 18, 2025).
Member of the Supervisory Board
- Mr. Davor Štefan (reappointed on June 06, 2022, until July 18, 2025) and
- Mr. Tihomir Osmak (reappointed on July 18, 2025).
Within the Company’s Supervisory Board, an Audit Committee operates in accordance with the Audit Act. The Audit Committee consists of three members. Until July 18, 2025 the members of the Audit Committee were Mr. Jurij Detiček (Deputy Chairman of the Supervisory Board) and Mr. Tihomir Osmak (Member of the Supervisory Board), while the President of the Audit Committee was Mr. Franjo Filipović (President of the Supervisory Board). As of July 18, 2025 the members of the Audit Committee are Mrs. Nina Solomun (Deputy Chairman of the Supervisory Board) and Mr. Tihomir Osmak (Member of the Supervisory Board), while the President of the Audit Committee is mr. Vlatko Kordić (President of the Management Board).
III.
In accordance with its obligations, the Supervisory Board audited and examined the Company's documentation. Examining the submitted business documentation, the Supervisory Board found that the Company acts in accordance with the positive regulations, statute and other acts of the Company, as well as decisions of the General Assembly of the Company.
MB: 1244272; OIB: 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; temelji kapitel: 2.623.914.00 EUR upravan u oljekevi, podijeljen na 1.901.643 redverah dronica 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: Vlatko Kordić
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IV.
The Company's Management Board regularly and in a timely basis, according to the established standard form and content, informed the Supervisory Board about the Company's operations, as well as about organizational and other changes related to the management of the Company's operations.
During the 2025 financial year, the Supervisory Board held seven meetings at which the Management Board reported on significant business events and the Company’s business development. All members of the Supervisory Board attended each of these meetings, and the Supervisory Board established the schedule for its regular meetings.
During the 2025 financial year, the Audit Committee held two meetings at which it discussed matters within the scope of its authority and responsibilities. Among other things, it reviewed the effectiveness of internal control and risk management systems, as well as the procedures for reporting breaches of laws and internal codes of conduct.
V.
In accordance with the provisions of Article 300.b of the Companies Act, the Management Board submitted to the Supervisory Board the Annual Financial Statements of the Company within the legal deadline together with the audit report, Annual consolidated financial statements of Granolio group together with audit report, Management Report on the state of the Company and related companies for 2025, as well as proposal of the decision on the profits distribution made by the Company during the business year 2025 in the total amount of EUR 1.126.930,34, as well as a proposal for a decision on the payment of the dividend.
The Audit Committee submitted a report on the outcome of the statutory audit to the Supervisory Board.
VI.
In accordance with the provisions of Article 300.c of the Companies Act, the Supervisory Board has examined the Company's Annual Financial Statements for 2025, together with the Audit Report, the Annual Consolidated Financial Statements of the Granolio Group for 2025, together with the audit report, the Company's State of the Company and related companies Report for 2025, proposal of the decision for business year 2025 profit distribution as well as a proposal for a decision on the payment of the dividend.
The Supervisory Board considers that the Company's annual financial statements for 2025 are compiled in accordance with the state of the Company's books and show the correct property and business status of the Company. The Supervisory Board also has no objection to Granolio group's annual consolidated financial statements for 2025. Consequently, the Supervisory Board approved the Company's Annual Financial Statements for 2025 and the Annual Consolidated Financial Statements of the Granolio Group for 2025 on it’s session held on April 30, 2026, thus establishing them by the Management board and the Supervisory Board, pursuant to Art. 300. d of the Companies Act.
The Supervisory Board has no objection to the auditors' report submitted on the audit of the Company's Annual Financial Statements for 2025 and the auditor's report on the audit of Granolio group's annual consolidated financial statements for 2025.
The Supervisory Board has given its agreement on the session of the Supervisory Board held on April 30, 2026 with the proposal of the Management Board decision that the profits made in the business year 2025 in the amount of EUR 1.126.930,34 be distributed in full to retained earnings, as well as with the Management Board's proposal to pay a dividend to the Company's shareholders, from retained earnings generated by the Company's operations in 2023 and 2024, in the amount of EUR 0.16 per share.
The Supervisory Board also reviewed the Audit Committee’s report on the outcome of the statutory audit and has no objections to it.
VII.
Analyzing the information obtained during the conduct of business supervision during 2025, as well as analyzing the report of the Company's Management Board, and monitoring the trends of financial indicators in the Company, it was established that the Company in 2025 was successful and the following is singled out:
- In 2024, the company made a profit in the amount of EUR 1.126.930,34, whereby a significant part of the profit derives from income from profit participation in an affiliated company. At the group level, profit was largely generated from regular operating activities.
- The Company achieved a positive EBITDA value in the amount of EUR 3.573.035,38.
Granolio Group achieved a positive net result of EUR 1.169.598,14 and a positive EBITDA value in the amount of EUR 7.673.675,77.
The Net debt of the Company (total debt minus cash and cash equivalents) as of on December 31, 2025 year was EUR 17.705.774,08, and compared to December 31, 2024 was decreased by EUR 2.247.596,92. Granolio Group's net debt as of December 31, 2025. was EUR 28.073.922,93, which represents an increase in relation to the net debt as of December 31, 2024. year for EUR 420.577,95.
Several large and very demanding projects in terms of financing, complexity, business coverage and human resources (investments in warehouse facilities, investments in equipment, and investments in the expansion of solar power plants capacity) were successfully implemented.
Despite unfavorable economic developments, the Supervisory Board assesses that the Company’s operations in 2025 were stable, with a significant contribution from income generated by affiliated companies. Through implemented investments, operational business conditions were improved, including efficiency and safety, thereby creating a basis for further strengthening competitiveness, achieving cost savings, and increasing the energy independence of production sites.
VIII.
Consequently, the Supervisory Board shall refer this report on the supervision of the management of the Company's operations in 2025 to the General Assembly of the Company, and proposes that the General Assembly of the Company adopts the proposed decision on the distribution of profits from the business year 2025 and the proposed decision on the payment of the dividend.
Zagreb, April 30, 2026
President of the Supervisory Board
Vlatko Kordić
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Granolio 30
ZRNO PO ZRNO. 30 GODINA.
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
STATEMENT ON THE TOTAL NUMBER OF SHARES AND VOTING RIGHTS
GRANOLIO d.d. From Zagreb, Budmanijeva 5, OIB: 59064993527, states that at the time of General Assembly convocation, the Company's share capital is divided into 1,901,643 ordinary shares each of which gives the right to one vote.
Zagreb, April 30, 2026.
CERTIFIED
ISO 9001
ISO 14001
OMS
ISO 18001
OHS 18001
MS 1344272
OIB: 59064993527; IBAN HR6024020001100063532 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 nominatnog iznosa; hrtka je upisana u sudski registar Trgovačkog suda u Zagrebu, MBS: 090111595; predsjednik Uprave: Hrvoje Filipović, članovi Uprave: Vladimir Kalčić i Davor Mitrović, predsjednik Nadzornog odbora: Vlatko Kordić
SPECIAL POWER OF ATTORNEY
I, _________,
(Name and surname, address, Personal Identification Number (OIB))
hereby authorize
(Name and surname, address, Personal Identification Number (OIB))
to represent me as a shareholder of Granolio d.d., Zagreb, Ulica Pere Budmanija 5, at the General Assembly of the Company scheduled for June 12, 2026, and to exercise the right to vote at the assembly based on all the shares I hold, which are recorded on my account of dematerialized securities in the depository SKDD d.d., in accordance with the proposed agenda items, including any amendments to the agenda that might be proposed at the assembly itself, and any counterproposals to the decisions on the agenda items that have been received by the Company or would be presented at the assembly itself.
Should the General Assembly scheduled for June 12, 2026, not be held, this power of attorney shall also be valid for the substitute General Assembly that will be held on a date indicated in the assembly invitation.
In __, on the ..2026.
Name and surname of the shareholder and signature:
APPLICATION FOR PARTICIPATION AT THE GENERAL ASSEMBLY OF GRANOLIO d.d.
I hereby register my participation in the general assembly of Granolio d.d. scheduled for June 12, 2026, starting at 11:00 a.m., which will be held at DoubleTree by Hilton Zagreb hotel, Mimosa I + II Meeting Room, Ulica grada Vukovara 269a, Zagreb.
If the scheduled assembly could not be held, this application is also valid for the reserve assembly specified in the decision on convening the assembly and the call for the main assembly.
Shareholder: Name, surname, OIB
Signature:
Date: