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Institut IGH d.d. AGM Information 2013

May 14, 2013

2091_iss_2013-05-14_ab2ff68a-55b2-46c4-91c5-6c0b732f8230.pdf

AGM Information

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IGH-R-A Regular Share, ISIN HRIGH0RA0006 Offered at the official market of the Zagreb Stock Exchange Notice issued in accordance with Article 459 of the Capital Market Act

Zagreb, 14 May 2013

HANFA ZAGREBAČKA BURZA

Miramarska 24b Ivana Lučića 2a 10000 Zagreb 10000 Zagreb Odjel uvrštenja

By invitation and pursuant to provisions of the Capital Market Act (OG 88/08, 146/08, 74/09) and according to the Zagreb Stock Exchange rules, the company INSTITUT IGH, d.d. with the registered seat in Zagreb, Janka Rakuše 1, MBS: 080000959, OIB: 79766124714 (hereinafter referred to as the Issuer), issues the following statement:

MANAGEMENT BOARD AND SUPERVISORY BOARD DECISIONS

As previously announced, the Management Board of the company INSTITUT IGH d.d. held on 14 May 2013 its Management Board session during which decisions were made on the Company's nonconsolidated and consolidated audited basic financial reports for the business year of 2012, and on the Company's consolidated annual report.

As announced, on 14 May 2013 the Supervisory Board decided on and accepted the Issuer's basic financial reports for the year of 2012, consolidated financial reports for the business year of 2012, and the consolidated annual report issued by the Company's Management Board. The Supervisory Board accepted the Supervisory Board's report for the 2012,

and the draft Decision on the Coverage of Issuer's Losses in the Financial Year of 2012 was made.

The Supervisory Board gave its approval to the Management Board invitation to the General Assembly meeting which is to take place on 19

July 2013 at 9.00 a.m. at the Company's premises in Zagreb, Janka Rakuše 1. The full text of the invitation, including draft decisions made by the Management Board and Supervisory Board, is enclosed herewith.

INSTITUT IGH, d.d. Investor Relations Office

Pursuant to Article 277, Paragraph 2, of the Companies Act (Official Gazette No. 152/11, consolidated text), and the decision made on 14 May 2013 by the Management Board of the INSTITUT IGH d.d. with the head office in Zagreb, Janka Rakuše 1, company registration No. MBS 080000959, personal identification No. OIB 79766124714 (hereinafter referred to as: the Company"), the Management Board of the Company announces the invitation to the

GENERAL ASSEMBLY MEETING

of the Company which is to take place on 19 July 2013 at 9 a.m. at the Company's premises at Janka Rakuše 1, in Zagreb.

The following Agenda is proposed for the General Assembly Meeting.

Agenda:

    1. Opening of the General Assembly meeting and establishment of the number of the Company's shareholders present or represented at this meeting.
    1. Submittal of the Company's annual consolidated report for 2012, including the annual report of the Company's financial standing in 2012, with basic financial reports for the business year of 2012.
    1. Submittal of the Supervisory Board's report on the supervision of Company's activities in 2012.
    1. Decision on the coverage of loss generated by the Company INSTITUT IGH d.d. in the financial year of 2012.
    1. Decision on granting the note of release to the General Manager and Management Board of the Company.
    1. Decision on granting the note of release to Supervisory Board members of the Company.
    1. Decision on dismissal of a Supervisory Board member.
    1. Decision on the fees to be paid for the work of the Supervisory Board members.
    1. Decision on the appointment of the Company's auditor for the business year of 2013.

DECISION PROPOSALS:

Ad 4

The Management Board and the Supervisory Board propose that the following decision be made at the General Assembly meeting:

DECISION on the coverage of loss generated by INSTITUT IGH, d.d in the financial year of 2012

Article 1

It is herewith established that INSTITUT IGH, d.d. realized in the year ending 31 December 2012 the after-tax loss amounting to: HRK 524,420,945.30.

Article 2

The loss realized by the company INSTITUT IGH, d.d., as defined in Article 1 of this Decision, shall be covered as follows:

a) retained profit ................................... HRK 305,182,937.18 b) capital reserves .................................... HRK 52,011,039.64 c) legal reserves ....................................... HRK 3,171,600.00 d) reserves for own shares .............................. HRK 4,896,891.23 e) profit to be generated through the Company's activity in the following years................................. HRK 159,158,477.25 Ad 5 The Management Board and the Supervisory Board propose that the following decision be made at the General Assembly meeting: "The note of release is given to the General Manager and Management Board of the Company for the business year of 2012. This decision takes effect as of the day of its proclamation." Ad 6 The Management Board and the Supervisory Board propose that the following decision be made at the General Assembly meeting: "The note of release is given to the Company Supervisory Board members for the business year of 2012. This decision takes effect as of the day of its proclamation." Ad 7 The Supervisory Board proposes that the following decision be made at the General Assembly meeting: "The Supervisory Board member Mr. Dinko Tvrtković, born on 17 March 1968, Zagreb, Draškovićeva 31, OIB 89679890552, is revoked due to expiry of his term of office. This decision takes effect as of the day of its proclamation." Ad 8 The Supervisory Board proposes that the following decision be made at the General Assembly meeting: "1 The supervisory Board members are entitled to a monthly fee as a recompense for their work in the Supervisory Board of INSTITUT IGH, d.d in the year of 2013. This fee shall be equal to the amounts defined by the General Assembly's decision reached on 24 June 1996, provided always that the Supervisory Board members employed by INSTITUT IGH, d.d., who have concluded a manager's contract, or an annex to the employment contract, are not entitled to any recompense for their work in the Supervisory Board. 2 The above amounts shall be revised monthly to take into account variations in the €/HRK exchange rate, if such variations are greater than ± 5%. This fee shall be paid at the time regular salaries are paid by the Company. 3 The net monthly salary of the President of Supervisory Board shall be equal to an average net salary paid by the Company in the month preceding the month during which the Company's General Assembly meeting was held." Ad 9

The Supervisory Board proposes that the following decision be made at the General Assembly meeting:

"The company KPMG Croatia d.o.o. from Zagreb, Ivana Lučića 2A, OIB: 20963249418, is herewith appointed as the Company's auditor for the business year of 2013.

With reference to and in compliance with Article 275, Paragraph 1, Subparagraph 7, of the Companies Act, it is herewith determined that the auditor's fee will amount to € 56,000 equivalent in HRK, which does not include applicable taxes (VAT) and direct costs. This decision takes effect as of the day of its proclamation."

Invitation to company shareholders:

Shareholders are invited to participate in the work of the General Assembly.

Each and every shareholder of the Company has the right to come to and participate in the work of the General Assembly, and this either personally or by representative or proxy and, in this respect, he has to submit a written application for participation in the work of General Assembly. This application must be submitted to the Company's Investor Relations Office no later than 6 (six) days before the General Assembly meeting, at the following address: Janka Rakuše 1, 10000 Zagreb, Investor Relations Office, 2nd floor, contact persons: Mr. Zoran Emeršić or Ms. Marijana Horvat. 12 July 2013 is the last day for the submittal of this application.

Each person having one or more Company's shares at his/her intangible securities account kept at the Central Depository & Clearing Company on 12 July 2012 is considered to be a Company's shareholder.

Each shareholder may also use his/her voting rights at the General Assembly meeting by electing a proxy/attorney. If a shareholder elects more than one proxy/attorney to act on his/her behalf, then the Company has the right to refuse one or several proxies/attorneys nominated in this way, except if shares are kept at several intangible securities accounts of the same shareholder, and each power of attorney is given for a separate intangible securities account, or if several powers of attorney are given for shares kept at a trustee account, and powers of attorneys given do not imply realization of voting rights for more shares than indicated at the trustee account. The power of attorney must be prepared in written form and must contain information about the proxy, shareholder who delivers the power of attorney, total nominal value of shares, number of votes the shareholder has, authorization to act on behalf of shareholders at the General Assembly meeting, date on which the power of attorney is issued, and the shareholder's signature. This power of attorney can also be submitted to the Company in electronic form, in PDF format, and via e-mail ([email protected]). The above mentioned application submittal deadline does not limit in any way the right of the shareholder or his attorney/proxy with regard to the timeframe for submittal of the power of attorney. In fact, the latter may be delivered to the Company at any time prior to the start of the General Assembly meeting.

The following forms will be available at the Company's web site as of the day the invitation to the general Assembly Meeting is made public: invitation to the General Assembly meeting, application for participation at the General Assembly meeting, recommended power of attorney form, recommended form for revocation of the existing power of attorney, and all other information as required according to Article 280 of the Companies Act. Shareholders may consult all available materials on every working day from 8:30 to 15:30 hours at the Investor Relations Office, in the period starting on the day the invitation to the General Assembly meeting is published and ending one day before the date on which the General Assembly meeting is held. Each shareholder shall bear the costs incurred by him/her because of participation in the General Assembly meeting. The Company shall bear the costs relating to the organization and holding of the General Assembly meeting.

Shareholders who together hold shares amounting to twenty percent of the Company's equity capital may request that an additional issue/topic is included in the agenda of the General Assembly meeting, and that such information is made public. However, a justification of the issue/topic and the relevant decision proposal shall be given with every new issue to be included in the agenda. The request for adding a new issue/topic to the agenda must be received by the Company no less than 30 days before the date on which the General Assembly meeting is to be held. This time period does not include the day on which the request has been received by the Company.

Shareholders wishing to give counterproposals to the decision proposals given by the Management and Supervisory Board must do so no less than 14 (fourteen) days before the General Assembly meeting and this by submitting their justified counterproposals to the Company's address: INSTITUT IGH, d.d., Investor Relations Office, Mr. Zoran Emeršić, Janka Rakuše 1, 10000 Zagreb. The day on which the proposal has been received by the Company is not included in this time period.

INSTITUT IGH, d.d.

Prof. Jure Radić, Ph.D. CE President of Management Board