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Jadran d.d.

AGM Information Jul 22, 2022

2094_agm-r_2022-07-22_05594793-f239-4bf6-8062-1da3b16f4a55.pdf

AGM Information

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Jadran d.d. za hotelijerstvo i turizam Bana Jelačića 16, HR-51260 Crikvenica T. +385 51 241 222 E: [email protected] www.jadran-crikvenica.hr OIB: 56994999963

Pursuant to Article 277 of the Companies Act (Official Gazette No 152/11 – Consolidated Text, 111/12, 68/13, 110/15, 40/19, 34/22) and the Corporate Charter of JADRAN d.d., Bana Jelačića 16, Crikvenica (hereinafter referred to as the Company), the Management Board of the Company hereby convenes the General Meeting and extends this notice of an

EXTRAORDINARY GENERAL MEETING OF JADRAN d.d.

  • I. The General Meeting of JADRAN d.d., having its registered office at Bana Jelačića 16, Crikvenica (hereinafter referred to as the Company), shall be held on 31 August 2022 at 11 a.m. at the Conference Hall of Hotel Omorika at Ulica Milovana Muževića 20, Crikvenica.
  • II. The General Meeting shall have the following

Agenda:

    1. Opening of the General Meeting and establishment of a quorum, preparation of a list of present and represented shareholders, and appointment of the Chairman of the General Meeting
    1. Passing of the Resolution to Give Prior Consent to the Acquisition of Shares in another Company

Proposed resolutions to be passed by the General Meeting under each item of the Agenda:

  • 1. A motion is made for the General Meeting to accept the Notice and Resolutions of the Ordinary General Meeting. The General Meeting shall be chaired by Hrvoje Vukić, Attorney-at-Law, of Rijeka.
  • 2. Pursuant to Article 17 of the Corporate Charter of the Company, the General Meeting hereby passes this

RESOLUTION

to Give Prior Consent

Prior consent is hereby given to the acquisition of shares in another company.

**********************************************

Instructions to shareholders for the participation in the General Meeting and shareholders' rights:

Temeljni kapital Društva iznosi 482.507.730,00 kn uplaćen u cijelosti, podijeljen i sadržan u 27.971.463 redovnih nematerijaliziranih dionica koje glase na ime, bez nominalnog iznosa i svaka s pravom na jedan glas. Društvo je upisano u Sudski registar Trgovačkog suda u Rijeci pri Trgovačkom sudu u Rijeci pod MBS: 040000817., Uprava društva: Ivan Safundžić član Uprave, Miroslav Pelko član Uprave, predsjednik Nadzornog odbora: Goran Hanžek. Poslovne banke i računi: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X te ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22.

Jadran d.d. za hotelijerstvo i turizam Bana Jelačića 16, HR-51260 Crikvenica T. +385 51 241 222 E: [email protected] www.jadran-crikvenica.hr OIB: 56994999963

The General Meeting may be attended by shareholders, personally or via a proxy, who give the Company a 6-days' written notice of their intention to participate in writing in accordance with Article 279 of the Companies Act (hereinafter referred to as CA), which means that such notice of participation in the General Meeting must be received at the registered office of the Company at Ulica Bana Jelačića 16, Crikvenica, no later than 24 August 2022.

The number of votes each shareholder is entitled to at the General Meeting and whether or not a person is a shareholder shall be determined based on their status appearing in the Registry of Central Depositary & Clearing Company Inc. as of the last day of the period allowed for notifying participation in the General Meeting.

If a shareholder is to vote at the General Meeting via a proxy, they must attach the relevant written power of attorney to such notice. Such power of attorney must indicate the identities of the grantor and the proxy, the total number of shares/votes held and an authorization for the proxy to vote at the General Meeting and include the signature of the issuing shareholder. If a shareholder is a legal entity, the power of attorney must be accompanied by an extract from the Court Registry or any other registry where such legal entity is registered, or a copy thereof, showing that the power of attorney was signed by an authorized representative of such legal entity.

If a shareholder fails to notify their participation in the proceedings of the General Meeting, such shareholder may not participate therein.

The General Meeting materials relevant to the passing of the Resolution shall be available to shareholders for viewing at the Company's registered address, Legal Department, as of 1 August 2022, between 10 a.m. and noon.

The Notice of a General Meeting, including the Agenda, the Resolutions proposed to be passed and the registration and power of attorney forms, are available to shareholders on the Company's website at www.jadran-crikvenica.hr, and shall also be available to shareholders for viewing at the Company's registered address (Management Board Secretariat) as of 1 August 2022, between 10 a.m. and noon.

Shareholders that hold shares accounting in aggregate for one twelfth of the Company's share capital shall be entitled to request that a matter be placed on the agenda of the General Meeting and that such request be disclosed. Such request must be explained and accompanied by the relevant motion for a resolution and must be received by the Company no later than 30 days prior to the General Meeting date, such period being exclusive of the day the request is received by the Company.

Each shareholder may make a countermotion in relation to a motion for a resolution made to the General Meeting by the Management Board and/or the Supervisory Board, including any shareholder's motion for the election of a Supervisory Board Member or appointment of the Company's auditors. Such request must be received by the Company at least 14 days prior to the General Meeting date (provided that failure to exercise this right will not affect the right to make a countermotion at the General Meeting). If such request is submitted within such time, the Management Board shall provide it to all

Temeljni kapital Društva iznosi 482.507.730,00 kn uplaćen u cijelosti, podijeljen i sadržan u 27.971.463 redovnih nematerijaliziranih dionica koje glase na ime, bez nominalnog iznosa i svaka s pravom na jedan glas. Društvo je upisano u Sudski registar Trgovačkog suda u Rijeci pri Trgovačkom sudu u Rijeci pod MBS: 040000817., Uprava društva: Ivan Safundžić član Uprave, Miroslav Pelko član Uprave, predsjednik Nadzornog odbora: Goran Hanžek. Poslovne banke i računi: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X te ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22.

Jadran d.d. za hotelijerstvo i turizam Bana Jelačića 16, HR-51260 Crikvenica T. +385 51 241 222 E: [email protected] www.jadran-crikvenica.hr OIB: 56994999963

persons listed in Article 281 of the Companies Act, except as provided in Article 282(2) and 283 of the Companies Act.

Each shareholder may request that the Management Board inform them at the General Meeting of the Company's business if this is necessary to allow such shareholder to make a judgment of any matter on the General Meeting agenda, except as provided in Article 287(2) of the Companies Act.

Such information as provided in Article 280.a of the Companies Act will be available on the Company's website (www.jadran-crikvenica.hr/).

The General Meeting shall be closed to the public.

If no quorum, as defined in Article 31 of the Corporate Charter, is present at the General Meeting scheduled to be held on 31 August 2022, the next General Meeting shall be held on 7 September 2022 at 10 a.m. at the same place and with the same agenda. That General Meeting will be held and may validly pass resolutions irrespective of the number of shareholders represented.

Management Board Member Management Board Member Ivan Safundžić Miroslav Pelko

Temeljni kapital Društva iznosi 482.507.730,00 kn uplaćen u cijelosti, podijeljen i sadržan u 27.971.463 redovnih nematerijaliziranih dionica koje glase na ime, bez nominalnog iznosa i svaka s pravom na jedan glas. Društvo je upisano u Sudski registar Trgovačkog suda u Rijeci pri Trgovačkom sudu u Rijeci pod MBS: 040000817., Uprava društva: Ivan Safundžić član Uprave, Miroslav Pelko član Uprave, predsjednik Nadzornog odbora: Goran Hanžek. Poslovne banke i računi: PRIVREDNA BANKA ZAGREB d.d., IBAN: HR4323400091110722690, SWIFT: PBZGHR2X te ERSTE & STEIERMÄRKISCHE BANK d.d., IBAN: HR3924020061100620496, SWIFT: ESBCHR22.

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