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Institut IGH d.d.

AGM Information Aug 3, 2022

2091_agm-r_2022-08-03_d13bb204-fdc2-46a2-8e47-b70d2a0f2de7.pdf

AGM Information

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Pursuant to Article 277, Paragraph 2 of the Companies Act, and according to the Decision of the Management Board and the Supervisory Board of the Company INSTITUT IGH d.d., Janka Rakuše 1, REG. NO./MBS: 080000959, VAT NO: OIB 79766124714, (the Company) of 25 July 2022, the Management Board extends its invitation to the

GENERAL ASSEMBLY MEETING

of the Company, to be held on Wednesday, 12 September 2022 at 09:00h in Zagreb at the Company's premises, at Janka Rakuše 1.

With the following

AGENDA

  • 1. Opening of the General Assembly of shareholders and establishing the number of the Company's shareholders present or represented at this meeting
  • 2. Submission of the Annual Consolidated Statement by the auditor BDO CROATIA d.o.o. including the Annual Report of the Company's standing in the business year 2021, with the basic financial statements for the business year 2021 as its integral part
  • 3. Submission of Report by the Supervisory Board on the performed supervision of the Company's activities in the business year 2021
  • 4. Decision on covering the loss of the Company in the financial year 2021
  • 5. Decision on granting the note of release to the Company's Management Board for the year 2021
  • 6. Decision on granting the note of release to the Company's Supervisory Board members for the year 2021
  • 7. Decision on the appointment of the Company's auditor for the business year 2022

DECISION PROPOSALS:

Ad 4.)

The Management Board and the Supervisory Board propose the following Decision to the General Assembly:

DECISION

on covering the loss of the company INSTITUT IGH, d.d. in the financial year 2021

Article 1

It is herewith established that INSTITUT IGH, d.d. in the year ending 31 December 2021, after taxation, had a loss amounting to:..................................................................................... 51,074.773 HRK

Article 2

The loss incurred by the Company, as defined in Article 1 of this Decision, shall be transferred to the losses carried forward and will be covered from the profit realized in subsequent years.

Ad 5.)

The Management Board and the Supervisory Board propose the following Decision to the General Assembly:

"The note of release is given to the Company's Management Board for the business year 2021, as follows:

    1. Robert Petrosian President of the Management Board, Vedrana Tudor Member of the Management Board, Miroslav Pauzar – – Member of the Management Board
    1. Robert Petrosian President of the Management Board, Vedrana Tudor Member of the Management Board, Miroslav Pauzar – – Member of the Management Board, Igor Džajić – Member of the Management Board

This Decision comes into force on the day of its adoption".

Ad 6.)

Management Board and the Supervisory Board propose the following Decision to the General Assembly:

"The note of release is given to the Company's Supervisory Board members for the business year 2021 as follows:

    1. Sergej Gljadelkin, OIB: 50886241583
    1. Žarko Dešković,OIB: 78923053725
    1. Igor Tkach, OIB: 26620139078
    1. Mariyan Tkach, OIB: 20591396734
    1. Dušica Kerhač, OIB: 68285905109
    1. Marin Božić OIB: 86720640862

This Decision comes into force on the day of its adoption".

Ad 7.)

The Supervisory Board proposes the following Decision to the General Assembly:

"The company BDO CROATIA d.o.o., Zagreb, Zagreb, Trg John Fitzgerald Kennedy 6/b, VAT NO: OIB 76394522236., is herewith appointed as the Company's Auditor for the business year of 2022. 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 HRK 184,950.00, VAT and dependant costs excluding.

This Decision comes into force on the day of its adoption".

Invitation to 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 to the Company a written application for participation in the work of General Assembly no later than 6 days before the General Assembly meeting, at the following address: Janka Rakuše 1, 10000 Zagreb, contact person: Ms. Marija Herceg. The deadline for applications is 05 September 2022

Each shareholder having one or more Company's shares at his/her intangible securities account kept at the Central Depository & Clearing Company on 05 September 2022 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. The power of attorney must be prepared in written form and must contain information about the proxy, information about the shareholder who delivers the power of attorney, total nominal value of shares, number of votes the shareholder has, authorization to act on behalf of shareholder 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.a of the Companies Act. Shareholders may consult all available written materials on every working day from 10:00 to 14:00 hours 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 formulate their counterproposals to the decision proposals given by the Management Board 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., Janka Rakuše 1, 10000 Zagreb, to the attention of: Ms. Marija Herceg. The day on which the proposal has been received by the Company is not included in this time period.

INSTITUT IGH, d.d. President of the Management Board

Robert Petrosian

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