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Institut IGH d.d.

AGM Information Jun 17, 2024

2091_agm-r_2024-06-17_4d163453-f776-454e-a1bd-7920898656f9.pdf

AGM Information

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In accordance with the provisions of the Company Statute and Companies Act Article 277., the Management of the publicly traded company for research & development in construction INSTITUT IGH, (short name: INSTITUT IGH, d.d.), headquartered in Janka Rakuše 1, 10000 Zagreb, registered in the Commercial Court Registry in Zagreb under the identification number (MBS) 080000959, OIB: 79766124714 (hereinafter: "the Company"), in accordance with its Decision to convene the General Assembly of June 7th 2024, and with the prior approval of the Supervisory Board given at the meeting on April 30th 2024, announces the following:

INVITATION

for

GENERAL ASSEMBLY MEETING OF INSTITUT IGH, d.d.

The General Assembly of INSTITUT IGH, publicly traded company for research & development in construction, (short name: INSTITUT IGH, d.d.), headquartered in Janka Rakuše 1, 10000 Zagreb, registered in the Commercial Court Registry in Zagreb under the identification number (MBS) 080000959, OIB: 79766124714 (hereinafter: "the Company"), will be held on July 26st 2024, at 1:00 PM at the Company's headquarters, Janka Rakuše 1, in Zagreb.

The agenda of the Assembly will be as follows:

    1. Opening of the General Assembly, determination of the number of present and represented shareholders, and the number of votes;
    1. Submission of the consolidated annual report by the Russell Bedford auditor, which includes the annual report on the condition of the Company for the business year 2023., with the fundamental financial statements for the business year as an integral part;
    1. Supervisory Board report on the supervision of the Company's operations for the business year 2023.;
    1. Profits distribution decision of profits earned by the Company in the business year 2023.;
    1. Discharge granting decision to the Management for the business year 2023.;
    1. Discharge granting decision to the Chairman & members of the Supervisory Board for the business year 2023.;
    1. Company's auditor appointment decision for the year 2023.;
    1. Decision on the amendment of the business activities of INSTITUT IGH, d.d. with a new activity;
    1. Decision on Amendments and Supplements to the Statute of INSTITUT IGH, d.d.

The Company Management & Supervisory Board jointly propose the adoption of the following Decisions:

Ad 2.

It is proposed to the General Assembly to acknowledge and adopt the consolidated annual report by the Russell Bedford auditor, which includes the annual report on the condition of the Company for the business year 2023.

Ad 3.

It is proposed to the General Assembly to acknowledge & adopt the Report of the Supervisory Board on the conducted supervision of the Company's business operations for the year 2023.

It is proposed to adopt a Decision on the distribution of profits generated by the Company's operations during the year 2023., in such a way that the profits generated by the Company in 2023., which, after taxation, amounts to 6,083,780.71 EUR, are allocated to cover the accumulated losses incurred by the Company in previous periods.

Ad 5. It is proposed to adopt a Decision granting discharge to all members of the Management, approving the Management`s work in the year 2023.

Ad 6. It`s proposed to adopt a Decision granting discharge to all members of the Company's Supervisory Board, approving their work in the year 2023.

It is proposed to adopt a Decision of appointing the auditing company RUSSEL BEDFORD Croatia - Računovodstvo d.o.o. za usluge, headquartered in Zagreb, with the address Selska cesta 90B, OIB: 92662172315, as the auditor of the Company for the year 2024.

Ad 8.

It is proposed to expand the Company's scope of work to include the following activities:

• Energy certification and building inspection,

• Inspection of heating and cooling systems in buildings.

This decision comes into effect upon registration in the Court Register of the Commercial Court in Zagreb.

Ad 9.

I The provision of Article 5., Paragraph 1. of the Company statute INSTITUT IGH, d.d. is amended and expanded by adding new items which read as follows:

energy certification and building inspection

43.22 Installation of water supply, sewage, and gas systems, and heating and air conditioning systems;

inspection of heating and cooling systems in buildings

II The President of the General Assembly is authorized to draft and sign the final version of the Company statute.

III This decision comes into effect upon the registration of the amended Company statute in the Court Register of the Commercial Court in Zagreb.

Shareholders who are registered in the Company's Share Register, kept by the Central Depository & Središnjeg klirinškog depozitarnog društva d.d. Zagreb, at the latest six days before the General Assembly and who report their participation in the General Assembly to the Company, at the latest

Ad 4.

Ad 7.

six days before the date of the General Assembly (i.e., no later than July 22nd 2024.), have the right to participate and vote at the General Assembly.

At the General Assembly, each shareholder has a number of votes determined in accordance with Središnjeg klirinškog depozitarnog društva d.d. Zagreb on the last day for registration to participate in the General Assembly.

The participation application for the General Assembly must be in writing and must include:

  • a. for shareholders natural persons: the shareholder's name and surname, address of residence, personal identification number of the shareholder (OIB), the account number at the Središnjeg klirinškog depozitarnog društva d.d. and the total number of shares held by the shareholder.
  • b. for shareholders legal entities: the company name of the shareholder, the registered office address, the personal identification number of the company (OIB), the account number at the Središnjeg klirinškog depozitarnog društva d.d., and the total number of shares held by the shareholder, along with an extract from the court or other appropriate register in which the legal entity is registered, showing that the application was signed by a person authorized by law to represent that legal entity.
  • c. for attorneys-in-fact individuals: the full name of the attorney-in-fact, their residential address, personal identification number of the attorney-in-fact (OIB), a list of the shareholders they represent, along with the personal data (as specified in section a. or b., depending on whether they are individuals or legal entities) for each of them, the account number opened with the Središnjeg klirinškog depozitarnog društva d.d., and the total number of shares held by all the represented shareholders. Additionally, individual powers of attorney of the shareholders (properly certified). If a shareholder represented by a legal entity, provide an extract from the court or other appropriate register in which the legal entity is registered, showing that the power of attorney was signed by a person authorized by law to represent that legal entity.
  • d. for attorneys-in-fact legal entities: the company name of the attorney-in-fact, their registered address, personal identification number of the attorney-in-fact (OIB), an extract from the court or other appropriate register in which the attorney-in-fact (legal entity) is registered, showing that the power of attorney was signed by a person authorized by law to represent that legal entity. Additionally, provide a list of the shareholders they represent, along with the personal data (as specified in section a. or b., depending on whether they are individuals or legal entities) for each of them, the account number opened with the Središnjeg klirinškog depozitarnog društva d.d., and the total number of shares held by all the represented shareholders. Also, individual powers of attorney of the shareholders (properly certified). If a shareholder represented by a legal entity, provide an extract from the court or other appropriate register in which the legal entity is registered, showing that the power of attorney was signed by a person authorized by law to represent that legal entity.

Shareholders may participate in and vote at the General Assembly in person, through their legal representatives, or through attorneys-in-fact, based on a power of attorney certified by a notary public. The power of attorney must be submitted no later than upon arrival at the Meeting. Shareholders are individually responsible for the costs of participating in the General Assembly of the Company.

Shareholders who together hold shares totaling one twentieth of the share capital of the company may request an addition to the agenda, and that such a request be published. The request must contain a proposed decision and an explanation, and the Company must receive it at least 30 days before the General Assembly, with the day the Company receives the proposal not included in the calculation.

Counterproposals from shareholders, along with the names and surnames, or the names of the shareholders, and explanations, may be submitted to the Company no later than 14 days before the General Assembly, with the day the Company received the counterproposal not included in the calculation. If a shareholder does not exercise this right, it does not result in the loss of the right to submit a counterproposal at the General Assembly.

If the convened General Assembly doesn`t reach the quorum required by the Statute to make decisions, the next General Assembly will be held on August 26th 2024, at 1:00 PM, at the Company's headquarters, Janka Rakuša 1, Zagreb, with the same agenda.

The materials serving as the basis for discussion & the adoption of published decisions at the Company's General Assembly, as well as the power of attorney form for representing shareholders at the General Assembly, are available for inspection by shareholders at the Company's business headquarters in Zagreb, located at Janka Rakuše 1, every working day from 9:00 AM to 2:00 PM from the day of publishing this invitation until the day of the General Assembly, as well as on the Company's www.igh.hr

INSTITUT IGH, d.d.

ROBERT PETROSIAN, Company director

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