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Jadran d.d.

AGM Information May 25, 2022

2094_agm-r_2022-05-25_2b266d28-56da-4dba-9aa6-6dedce8e38a1.pdf

AGM Information

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Pursuant to Article 277 of the Companies Act (Official Gazette - OG 152/11 - consolidated text, 111/12, 68/13, 110/15, 40/19, 34/22) and in accordance with the Articles of Association of the company JADRAN d.d., Crikvenica, Bana Jelačića 16 (hereinafter: the "Company"), the Management Board of the Company convenes the General Meeting of Shareholders and announces the invitation for the

REGULAR GENERAL MEETING OF THE COMPANY JADRAN d.d.

  • I. The General Meeting of the company JADRAN d.d. with its registered seat in Crikvenica, Bana Jelačića 16 (hereinafter: the Company) will be held on 8 July 2022 at 11 am in the congress hall of the Hotel Omorika in Crikvenica, Milovana Muževića 20.
  • II. The following agenda is decided and announced for the General Meeting

Agenda:

    1. Opening of the General Meeting and determination of a quorum, compiling of the list of present and represented shareholders with the appointment of the Chairman of the Meeting
    1. Annual Financial Statements of the Company and Annual Consolidated Financial Statements of the Group for 2021 with reports of certified auditors, Annual Report of the Management Board on the state of the Company and its subsidiaries for 2021 and Report of the Company's Supervisory Board on the performed supervision of the Company's operations in 2021
    1. Adoption of the Resolution on the coverage of loss for 2021
    1. Adoption of the Resolution approving the work (ratification is given) to the Management Board's members in the Company's management for 2021
    1. Adoption of the Resolution approving the work (ratification is given) to the Supervisory Board's members for 2021
    1. Adoption of the Resolution on dismissal of the Supervisory Board's members due to their mandates' expiration
    1. Adoption of the Resolution on the election of Supervisory Board's members
    1. Adoption of the Resolution approving the Report on remuneration of the Company's Management Board and Supervisory Board members in 2021
    1. Adoption of the Resolution on the appointment of the Company's auditor for 2022

Proposals of resolutions of the Meeting on the following agenda items:

Ad 1. It is proposed to the General Meeting to accept the proposal of the Invitation and the resolutions of the regular General Meeting. The General Meeting will be chaired by the lawyer Hrvoje Vukić from Rijeka.

The Company's share capital amounts to HRK 482,507,730.00 paid in full, divided and contained in 27,971,463 ordinary dematerialized registered shares, without a nominal amount and each with the right to one vote. The company is registered in the Court Register of the Commercial Court in Rijeka at the Commercial Court in Rijeka under the registration number (MBS): 040000817, Management Board: Ivan Safundžić member of the Management Board, Miroslav Pelko member of the Management Board, President of the Supervisory Board: Goran Hanžek. Commercial banks and accounts: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X and ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22

Ad 2. The Company's Annual Financial Statements and the Group's Annual Consolidated Financial Statements for 2021 with the certified auditors' reports and the Annual Management Board's Report on the state of the Company and its subsidiaries for 2021 have been determined by the Company's Management Board and the Supervisory Board and they shall not be voted on. These reports were published at the Zagreb Stock Exchange, HANFA, HINA and on the Company's website. The report on the performed supervision of the Company's operations has been determined by the Supervisory Board and shall be acknowledged here.

Ad 3. Adoption of the Resolution on the loss coverage for 2021

The Resolution on the coverage of loss for 2021 is accepted.

It is determined that the Company incurred an operating loss of HRK -7,575,778 in the business year ended on 31 December 2021 and the loss shall be covered from the expected future profit.

Ad 4. Adoption of the Resolution approving the work (ratification is given) to the Management Board's members in the Company's management for 2021

Ratification is given to the Company's Management Board for the business year of 2021.

Ad 5. Adoption of the Resolution approving the work (ratification is given) to the Supervisory Board's members for 2021

Ratification is given to the Company's Supervisory Board for the business year of 2021.

Ad. 6. Adoption of the Resolution on dismissal of the Supervisory Board's members due to their mandates' expiration

Due to their mandates' expiration, the current Supervisory Board's members are dismissed: - Mirko Herceg from Zagreb, Nike Grškovića 39 - Dragan Magaš from Crikvenica, Hrusta 8/7

Ad. 7. Adoption of the Resolution on the election of the Supervisory Board's members

They following persons are appointed as members of the Supervisory Board:

- Mirko Herceg from Zagreb, Nike Grškovića 39

- Sandra Janković from Opatija, Giuseppea Verdia 6

Ad. 8. Adoption of the Resolution approving the Report on remuneration of the Company's Management Board and Supervisory Board members in 2021

The Report on remuneration of Company's Management Board and Supervisory Board members in 2021 is approved and attached to this Resolution and forms integral part thereof.

The Company's share capital amounts to HRK 482,507,730.00 paid in full, divided and contained in 27,971,463 ordinary dematerialized registered shares, without a nominal amount and each with the right to one vote. The company is registered in the Court Register of the Commercial Court in Rijeka at the Commercial Court in Rijeka under the registration number (MBS): 040000817, Management Board: Ivan Safundžić member of the Management Board, Miroslav Pelko member of the Management Board, President of the Supervisory Board: Goran Hanžek. Commercial banks and accounts: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X and ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22

Ad. 9. Adoption of the Resolution on the appointment of the Company's auditor for 2022

The auditing company PricewaterhouseCoopers d.o.o. za reviziju i konzalting from Zagreb, Heinzelova 70, is appointed to perform audit activities in 2022.

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Instructions to shareholders to participate in the General Meeting and the shareholders' rights:

The shareholders are entitled to participate in the General Meeting, in person or through a proxy that shall, in accordance with the provisions of Article 279 of the Companies Act (hereinafter: ZTD), no later than six days prior to the General Meeting notify the Company in writing about their intent to participate in the General Meeting i.e. the application to participate in the General Meeting shall arrive to the Company's registered seat in Crikvenica, Bana Jelačića 16, no later than 1 July 2022.

The number of votes belonging to an individual shareholder at the General Meeting, as well as the person who is deemed a shareholder is governed by the status of the register of the Central Depository and Clearing Company d.d. on the last day of the deadline for the receipt of applications to participate in the General Meeting.

If shareholders exercise their right to vote at the General Meeting through a proxy, they are obliged to enclose a written power of attorney with their application. The power of attorney shall state who issued the power of attorney and to whom it is issued, the total number of shares or votes at their disposal and the authorization of the proxy to vote at the General Meeting, as well as the signature of the shareholder issuing the power of attorney. If the shareholder is a legal entity, the power of attorney shall be accompanied by an extract from the court or other register in which the legal entity is entered, or a copy thereof showing that the power of attorney was signed by the person authorized to represent that legal entity.

A shareholder who has not fulfilled the obligation to register for participation in the General Meeting's work within the deadline shall not be allowed to participate in the General Meeting's work.

Materials for the General Meeting, as well as the invitation with the agenda and resolutions proposals, as well as the application form and power of attorney, are available for shareholders on the Company's website www.jadran-crikvenica.hr, and shall be available at the Company's registered seat in the Management Board Secretariat as of 1 June 2022 from 10-12 am.

The Company's shareholders that together have shares in the amount of one twentieth of the Company's share capital are entitled to request that an item is placed on the General Meeting's agenda and that their request is published. Such a request shall have a rationale and the proposed resolution and shall be

The Company's share capital amounts to HRK 482,507,730.00 paid in full, divided and contained in 27,971,463 ordinary dematerialized registered shares, without a nominal amount and each with the right to one vote. The company is registered in the Court Register of the Commercial Court in Rijeka at the Commercial Court in Rijeka under the registration number (MBS): 040000817, Management Board: Ivan Safundžić member of the Management Board, Miroslav Pelko member of the Management Board, President of the Supervisory Board: Goran Hanžek. Commercial banks and accounts: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X and ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22

received by the Company at least 30 days prior to the General Meeting, not counting the day of the request's receipt by the Company.

Each Company's shareholder is entitled to submit a counter-proposal to a proposed resolution submitted to the General Meeting by the Management and/or the Supervisory Board, including the proposal of the shareholder to elect the Supervisory Board member or appoint an auditor. Such a request shall be received by the Company at least 14 days prior to the day of the General Meeting (non-use of this right shall not result in the loss of the right to submit a counter-proposal at the General Meeting). If the request is submitted within the specified deadline, the Company's Management Board shall distribute such request to all persons listed in Article 281 of the Companies Act, except in cases from Article 282, paragraph 2 and Article 283 of the Companies Act.

Each Company's shareholder is entitled to request that the Company's Management Board provides information on the Company's affairs at the General Meeting if necessary to assess the issues on the General Meeting's agenda, except in cases provided in Article 287 paragraph 2 of the Companies Act.

Notices from Article 280a of the Companies Act shall be available on the Company's website (www.jadran-crikvenica.hr/).

The public shall be excluded from the General Meeting's work.

If there is no quorum at the General Meeting convened on 8 July 2022, as determined by Article 31 of the Company's Articles of Association, the next General Meeting shall be held on 15 July 2022 at 11 am at the same place and with the same agenda. This General Meeting shall be held and valid resolutions shall be made regardless of the number of the represented shareholders.

JADRAN d.d. Crikvenica

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