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Jadran d.d.

AGM Information Feb 14, 2025

2094_agm-r_2025-02-14_fc954767-bdc4-4a72-be59-d2cb6c036276.pdf

AGM Information

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Pursuant to Article 277 of the Companies Act (Official Gazette of the Republic of Croatia nos. 111/93., 34/99., 121/99., 52/00., 118/03., 107/07., 146/08., 137/09., 152/11. – official consolidated text, 111/12., 125/11., 68/13., 110/15., 40/19., 34/22., 114/22., 18/23., 130/23., 136/24.) and in the accordance with the Statute of the company JADRAN d.d., Crikvenica, Bana Jelačića 16 (the "Company"), the Management Board of the Company At the request of the shareholders of Erste Blue mandatory pension fund category B, publishes

SUPPLEMENT TO THE AGENDA GENERAL ASSEMBLIES

Company JADRAN d.d. for hotel and tourism Crikvenica, which will be held on March 10, 2025, at 11:00 a.m. in the congress hall of the Omorika Hotel in Crikvenica, Milovan Muževića Street 20.

The invitation to participate in the General Assembly of the Company was published on January 25, 2025, on the website where the court register is located, and on January 23, 2025, on the Company's website.

By reference to the provision of Article 280, para. 1, according to the Companies Act, shareholder Erste Blue mandatory pension fund category B, OIB: 37688683890, based on 8,547,346.00 ordinary shares, which makes up 30.56% of the Company's share capital, proposed a timely amendment to the agenda of the General Assembly convened for March 10, 2025.

Management of the Company, in accordance with the aforementioned proposal, based on the provisions of Art. 280, para. 1 of the Companies Act, announces that the agenda of the General Assembly scheduled for March 10, 2025, is supplemented in such a way that after the first item of the proposed agenda of the General Assembly it is called "Opening of the General Assembly and establishment of a quorum, drawing up a list of present and represented shareholders with the appointment of the chairman of the Assembly," item 2 and item 3 are added to the agenda of the General Assembly. The agenda of the General Assembly so that they read:

  1. "Decision on the reduction of the Company's share capital"

  2. "Decision on amending the Statute of the Company"

The General Assembly is proposed to adopt a decision under item 2. The agenda is called "Decision on the reduction of the Company's share capital," so that it reads:

Ad. 2. Decision on the reduction of the Company's share capital

I. The share capital of the Company is divided into 27,971,463 (in letters: twenty-seven million nine hundred seventy-one thousand four hundred and sixty-three) ordinary shares that are denominated, without a nominal amount (hereinafter: Shares).

II. The share capital of the Company is reduced from the amount of EUR 64,039,780.00 (sixty-four million thirty-nine thousand seven hundred and eighty euros and zero cents), by the amount of EUR 36,068,317.00 (in

Temeljni kapital Društva iznosi 64.039.780,00 euro 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: predsjednik Uprave Vladimir Bunić, član Uprave: Miroslav Pelko, 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.

letters: thirty-six million sixty-eight thousand three hundred and seventeen euros and zero cents) to the amount of EUR 27,971,463.00 (in letters: twenty-seven million nine hundred and seventy-one thousand four hundred and sixty-three euros and zero cents).

III. The Company's share capital is reduced in a regular manner for the purpose of transferring the amount of EUR 36,068,317.00 (in letters: thirty-six million sixty-eight thousand three hundred and seventeen euros and zero cents) to the Company's capital reserves, without payment to the Company's shareholders.

IV. The reduction of the share capital is carried out without reducing the number of shares, with the fact that the amount of the share capital that is accounted for by one share will be proportionally reduced.

V. The Management Board of the Company and the President of the Supervisory Board are instructed to take all necessary actions for the registration of this decision in the court register of the Commercial Court in Rijeka and in the depository of the Central Clearing Depository Company d.d. Zagreb.

VI. The company undertakes to provide insurance to creditors who request it in accordance with the provisions of Article 345, paragraph 1 of the Law on Companies.

VII. All costs of reducing the share capital are borne by the Company.

The General Assembly is proposed to adopt a decision under item 3. The agenda is called "Decision on amending the Statute of the Company" in such a way that it reads:

Ad. 3. Decision on amending the Company's Statute

I. Article 9 is changed of the Statute of the Company in such a way that it now reads: "The Company's share capital is 27,971,463.00 (in letters: twenty-seven million nine hundred seventy-one thousand four hundred and sixty-three euros and zero cents).

The share capital of the Company is divided and contained in 27,971,463 (in letters: twenty-seven million nine hundred seventy-one thousand four hundred and sixty-three euros and zero cents) regular intangible shares that are denominated, without a nominal amount and each with the right to one vote."

II. This Decision produces legal effects from the date of registration in the court register of the Commercial Court in Rijeka.

III. The Supervisory Board of the company is authorized to prepare the full text of the Statute and submit it for confirmation to a notary public.

Following these proposals, the current agenda item 2 from the published call becomes agenda item 4 and agenda item 3 from the published call becomes agenda item 5.

Pursuant to Art. 280, para. 1 and 2 of the Companies Act will be included in the agenda of the Company's General Assembly as a new subject of decision-making.

This proposal to supplement the agenda of the General Assembly is available to shareholders for inspection at the Company's headquarters.

JADRAN d.d. Company management

Temeljni kapital Društva iznosi 64.039.780,00 euro 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: predsjednik Uprave Vladimir Bunić, član Uprave: Miroslav Pelko, 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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