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Institut IGH d.d.

AGM Information Jul 25, 2025

2091_agm-r_2025-07-25_3318c1c3-b1f8-49b4-afb1-1d4c4b9a4039.pdf

AGM Information

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Regular share IGH-RA, ISIN HRIGH0RA0006 Listed on the official market of the Zagreb Stock Exchange Share IGH-RD, ISIN HRIGH0RD0003 Not listed on the official market of the Zagreb Stock Exchange Home Member State: Croatia LEI code: 74780000W0UQ8MF2FU71

10000 Zagreb 10000 Zagreb

HANFA ZAGREB STOCK EXCHANGE HINA-OTS Miramarska 24b Ivana Lučića 2a [email protected]

Zagreb, July 25, 2025

INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714 (hereinafter referred to as the "Issuer"), pursuant to the provisions of Article 459, paragraph 3 of the Capital Market Act and the Rules of the Zagreb Stock Exchange dd, hereby informs that the General Assembly of the company was held on July 25, 2025, at which the decisions were made, which are published in the attachment.

INSTITUTE IGH, dd

INSTITUTE IGH, dd Janka Rakuše 1 10000 Zagreb, Croatia

PHONE: +385 (0)1 612 51 25 EMAIL: [email protected] WEBSITE: www.igh.hr

Commercial bank: Croatia Postal Bank Inc. IBAN: HR3423900011198006586 SWIFT code: HPBZHR2X

MB: 3750272 OIB: 79766124714

Competent court: Commercial Court in Zagreb registration plate with registration number (MBS) 080000959

Share capital: €14,814,630.00, paid in full

Number of shares issued: IGH 1,481,463 Nominal value of the share €10

Administration: Robert Petrosian , CEO Marija Đuroković, member of the Management Board Tatjana Bičanić, member of the Management Board Josip Majer, member of the Management Board

Supervisory Board: Žarko Dešković, B.Sc. in Civil Engineering. , Chairman of the Supervisory Board

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, took note of:

consolidated annual report of the auditor Russel Bedford Croatia – Revizija doo, which includes the annual report on the condition of the Company in the business year 2024, of which the basic financial statements for the business year are an integral part.

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, took note of:

Report of the Supervisory Board on the supervision of the Company's operations in the business year 2024.

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, adopted the following

DECISION

The profit realized from the company's operations in 2024, which, after taxation, amounts to EUR 1,239,182.93, is distributed in such a way as to cover the accumulated losses realized from the company's operations in previous periods.

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, adopted the following

DECISION

A discharge is granted to the President and all members of the Management Board, approving the work of the Management Board in 2024.

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, adopted the following

DECISION

A discharge is granted to the President and all members of the Supervisory Board, approving the work of the Supervisory Board in 2024.

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, adopted the following

DECISION

Russel Bedford Croatia - Revizija doo za revizija, headquartered in Zagreb, Selska cesta 90B, OIB 64094041583, is appointed as the company's auditor for 2025 and 2026 .

President of the General Assembly

VAT number 79766124714

General Assembly

The General Assembly of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated company INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the entity registration number (MBS) 080000959, OIB 79766124714, held on July 25, 2025, adopted the following

DECISION

  • I. The provisions of the Articles of Association of the company INSTITUT IGH, a joint-stock company for research and development in construction (abbreviated as INSTITUT IGH, dd) with its registered office in Zagreb, Janka Rakuše Street 1, registered in the Court Register of the Commercial Court in Zagreb under the subject registration number (MBS) 080000959, OIB 79766124714 are amended, as follows:
  • a. The provision of Article 8b is deleted. Statute of the trading company INSTITUT IGH, dd
  • b. The provision of Article 9 of the Articles of Association of the company INSTITUT IGH is being amended, in the same way as paragraph 2 is deleted.
  • c. The provision of Article 20 of the Statute of the trading company INSTITUT IGH is amended to read as follows:
    • 1. The work of the General Assembly may be broadcast using sound and video.
    • 2. Shareholders may participate in the work of the general meeting in person or through a proxy and exercise their rights at the general meeting by electronic communication even when they are not participating in the meeting at the location where it is held (hybrid general meeting).
    • 3. The General Assembly may be held exclusively by electronic communication, in which case shareholders will personally or through a proxy participate in the work of the General Assembly and exercise their rights there (virtual General Assembly).
      • 4. Shareholders who do not participate in the work of the General Assembly are authorized, after the announcement of the invitation to the General Assembly and before its holding, to cast their votes in writing or by electronic means

(correspondence voting). The Management Board is authorized by a special decision to determine appropriate measures to ensure the identification of shareholders who cast a correspondence vote. A shareholder who, after having voted by correspondence, participates in the work of the General Assembly is not bound by the previously cast correspondence vote and is allowed to participate in the decisionmaking at the General Assembly.

  • 5. The General Assembly is presided over by the Chairman of the Supervisory Board, in case he is unable to do so, the President will designate one of the members of the Supervisory Board or a third person of his choice to chair the General Assembly. If the president is prevented from presiding over the general meeting and has not designated someone else for that purpose, the member of the supervisory board who is present at the meeting and who is the oldest in years will preside over the general meeting.
  • 6. President of the General Assembly:
  • a) presides over the sessions of the General Assembly, determines the order of discussion for individual items on the agenda, decides on the order of voting on individual proposals, on the method of voting on individual proposals, on the method of voting on individual decisions, and on all other procedural issues not regulated by law or this Statute ;
  • b) signs the minutes and decisions of the General Assembly;
  • c) communicates on behalf of the General Assembly with other bodies of the Company and with third parties, when provided for by law and this Statute,
  • d) performs other tasks that are assigned to him by the law and this Statute.
  • 7. Before proceeding to the agenda, the chairman of the assembly or the person managing the assembly's work will determine whether the shareholders' proxies have valid powers of attorney in accordance with the provisions of these Articles of Association.
  • d. The provision of Article 24 of the Statute of the INSTITUTE IGH company is amended to read as follows:

The Supervisory Board and its committees have timely access to documents, premises and employees when necessary for the performance of their duties.

e. The provision of Article 25 of the Statute of the INSTITUTE IGH company is amended to read as follows:

The members of the Supervisory Board of the Company are elected by the General Assembly. The members of the Supervisory Board are, in principle, elected from among experts in areas relevant to the Company's operations.

  • f. The provision of Article 28, paragraph 1, of the Articles of Association of the company INSTITUT IGH, ddna is amended to read as follows:
    • 1. The Supervisory Board performs the following tasks in particular:
      • 1. appoints and dismisses members of the Company's Management Board and plans succession,
  • 2. supervises the management of the Company's affairs and the results achieved by the Management Board in achieving its goals and the manner in which it performs its duties, as well as the manner in which the Management Board cooperates with shareholders and other stakeholders .,
  • 3. convenes the General Assembly if necessary,
  • 4. submits a written report on the supervision carried out to the General Assembly,
  • 5. contributes to the development and approval of the company's strategy, business plan and budget ,
  • 6. represents the Company towards the members of the Company's management board,
  • 7. gives consent to the decisions of the Company's management when it is prescribed by law or this Statute,
  • 8. amends and supplements the provisions of the Statute based on the decision of the General Assembly of the Company to the extent that it is of an editorial nature,
  • 9. adopts rules of procedure for the work of the members of the Management Board of the Company and for its own work if it determines that this is appropriate,
  • 10. appoints and dismisses members of its committees for the purpose of preparing the decisions it makes and supervising their implementation,
  • 11. performs other tasks expressly entrusted to it by law or this Statute,
  • 12. enters into a contract with the members of the Company's Management Board and authorizes the members of the Company's Management Board to conclude a contract with all persons to whom they transfer authority
    1. ensures at least 40% representation of the underrepresented gender in the supervisory board or the supervisory board and management board together .
  • g. The provision of Article 30 of the Statute of the trading company INSTITUT IGH is amended to read as follows:

The members of the Supervisory Board are entitled to a reward for their work on the Supervisory Board. The amount of the reward for the members of the Supervisory Board will be determined each year by a decision of the General Assembly.

Members of the Supervisory Board are required to inform the company secretary about their membership in the supervisory board or management of other companies.

h. The provision of Article 32 of the Statute of the trading company INSTITUT IGH, dd is amended to read as follows:

The Management Board of the Society is authorized to adopt an internal act regulating the organization of the Society as a scientific institute, which regulates the composition and manner of appointing the Management Board and Scientific

Council, as well as the procedure and conditions for appointing the Director in accordance with the Higher Education and Scientific Activity Act.

  • i. The provision of Article 33 of the Statute of the company INSTITUT IGH, dd is amended in such a way as to add paragraphs 2 and 3 which read:
    • a. The Company's Management Board reports to the Supervisory Board at regular intervals, at least once every three months, on the Company's operating results, financial situation, significant financial and non-financial risks and the results of interactions with shareholders and other stakeholders.
    • b. The President of the Management Board is obliged to immediately inform the Supervisory Board if an event occurs or is likely to occur that could potentially significantly affect the results, financial position or reputation of the Company.
  • j. of the Articles of Association of the company INSTITUT IGH, dd are deleted .
  • k. The provision of Article 47 of the Statute of the trading company INSTITUT IGH, dd is amended to read as follows:

The text of the Statute validly adopted at the General Assembly of the Company, all pages of which are initialed and signed by the president of the General Assembly of the Company, is considered the original of the Statute.

The General Assembly authorizes the President of the General Assembly to establish, sign and submit to a notary public for certification the full text of the Statute of the company INSTITUT IGH dd, which contains amendments to the Statute adopted at the General Assembly in relation to the previous full text of the Statute.

  • II. The President of the Assembly is authorized, when determining the complete text of the Statute, to harmonize the numbering of the articles.
  • III. This Decision shall enter into force upon registration of the amendments to the Statute in the Court Register.

President of the General Assembly

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