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Podravka d.d. AGM Information 2024
2084_agm-r_2024-04-08_595ee5c8-b06c-4674-8b5f-77f51625a3da.pdf
AGM Information
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Pursuant to Article 277 of the Companies Law ("Official Gazette" no. 152/11 – cleared text, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23 and 130/23), and the Resolution on convocation of the General Assembly of PODRAVKA Inc., Management Board of PODRAVKA Inc. announces this
INVITATION TO THE GENERAL ASSEMBLY OF PODRAVKA Inc.
l. General Assembly of PODRAVKA Inc., headquartered in Koprivnica, A. Starčevića 32 (hereinafter: Company) will be held in Koprivnica, on 16th May 2024 (Thursday), at 12 a.m. in the conference hall in the groundfloor of the Company headquarters in Koprivnica, A. Starčevića 32 Street.
II. For this General Assembly it is hereby determined and published the following Agenda:
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- proxies;
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- Annual financial reports for the Company and Annual consolidated financial reports for Podravka Group for the year 2023 together with authorized auditor's reports and the Annual Report by the Company Management Board on the status of the Company and its related companies in 2023, and the Report of the Company Supervisory Board on performed supervision over the Company managing business in 2023;
- 3.
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- Passing a Resolution on discharging the Company Management Board members for the year 2023;
- 5.
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- well as the Management Board's members in the year 2023 ;
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- Passing a Resolution on approving change and amendment of the Remuneration Policy, aligned with article 247.a paragraph 1 of the Companies Act;
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- I Passing a Resolution on appointing the Company auditors for the business year 2024 and determination of their respective fees.
III. The Company share capital has been divided to 7,120,003 regular shares, of individual nominal amount of EUR 30.00, registered at the computer system of the Central Depository & Clearing Company under the ticker PODR-R-A. Each regular share provides one vote at the General Assembly. All shareholders of PODRAVKA Inc. are entitled to attend and vote at the General Assembly (1 share = 1 vote), who have been entered into the computer system kept by the Central Depository & Clearing Company six days before the General Assembly is being held, i.e. on 09th May 2024 as the last day to apply to participate in the work of the General Assembly, and who have by that day – i.e. by. 09th May 2024 provided notice of attendance and intention on participating in work of this Assembly to the Company.
IV. Shareholders may attend and vote at the General Assembly in person or through a proxy. Authorizations for participation and exercising the right to vote at the General Assembly are provided in written form.
Shareholders may be represented by proxies under the condition they have valid powers of attorney issued by shareholders, or in behalf of shareholders being legal entities, and by persons authorized for representation pursuant to provisions in Article 28 of the Company's Articles of Association.
V. To be valid, notice of attendance must contain, and be accompanied with:
a) shareholders - natural persons:
- name and surname, residence, PIN, account no. at CDCC and total number of shares (no. of votes at the General Assembly).
b) shareholders - legal entities:
- company, legal entity name, headquarters and residence, PIN, account no. at CDCC and total number of shares (no. of votes at the General Assembly).
- photocopy of an excerpt from court or any other register of authorized persons for representation of that legal entity in the current year,
- proxy's power of attorney for representation of legal entity is not represented by a person authorized for representation pursuant to legal provisions).
c) proxies of shareholders - natural persons:
- name and surname, residence and proxy PIN;
- list of shareholders they represent, for each of them no. of account opened at the CDCC and the total number of shares (number of votes at the General Assembly) of all the represented shareholders;
- attached to the application are all individual powers of attorney on the recommended form.
d) proxies of shareholders - legal entities:
- company, i.e. name of the legal entity, headquarters and address and PIN of the proxy;
- list of shareholders they represent, for each of them no. of account opened at the CDCC and the total number of shares (number of votes at the General Assembly) of all the represented shareholders;
- attached to this application are individual powers of attorney in written form, and if the shareholder is a legal entity, attached is the photocopy of the excerpt from the court register or some other from the current year in which this legal entity is registered, certified transcript or other public document showing that the power of attorney was signed by the person lawfully authorised to represent that legal entity.
VI. Application for participation at the General Assembly and the power of attorney, along with all the attachments have to be in Croatian language, and if they are in foreign language they need to be attached with a translation to Croatian language by the registered court interpreter.
Shareholders, representatives and proxies of shareholders who fail to meet obligations to give proper notice of attendance at the General Assembly pursuant to this Invitation, shall not be entitled to attend and make decisions at the General Assembly of the Company.
VI. Pursuant to provision in Article 28, item 4 of the Company Articles of Association, shareholders, their proxies and representatives shall bear expenses of their attendance at the General Assembly.
VIII. At the Company web-site www.podravka.com, as of the day this Invitation to the General Assembly is published, the following forms are available: application at the General Assembly, recommended form of the power of attorney, recommended form of the existing power of attorney, the Report of the Company Supervisory Board on performed supervision over the Company business in 2023 and other information and material proscribed by the Article 280.a of the Companies Act.
IX. This invitation and draft resolutions which are being proposed to the General Assembly by the Company Supervisory and Management Boards will be published on the register web-site of Commercial Court in Bjelovar, HINA and web-site of the Zagreb Stock Exchange (www.zse.hr), HANFA (www.hanfa.hr) and the Company (www.podravka.com). All the relevant data and documents related to the Company General Assembly will be available to the shareholders at the Company headquarters helpdesk, working days from 10 to 14, and at the Company web-site as of the invitation is publicly announced.
X. Shareholders jointly having shares amounting to 5% of the Company share capital, can request in writing that a subject be placed on the Agenda of the General Assembly. The request in question, along with its
explanation and proposed Resolution, the Company needs to receive at least 30 days prior to holding of the General Assembly, or on 16th April 2024 at the latest.
Stating their name and last name, each shareholder has been authorized to submit a counter-proposal and an explanation to the proposed resolutions of the Management and Supervisory Boards, referring to the items on the agenda and deliver it to the Company's address at least 14 days prior the General Assembly is being held, or on 2014 at the latest. Missing this deadline does not have a repercussion in losing the right to place the counter-proposal at the General Assembly.
It is the obligation of the Management Board to provide an explanation to shareholders questions at the General Assembly on business operations of the Company, if such explanation is necessary for resolving issues on the Agenda.
XI. Participants in the General Assembly are kindly invited to arrive to the reception desk of the Company at least one hour earlier than the specified time of the General Assembly for the purpose of registration and delivery of materials for participation at the General Assembly.
The public is excluded from the work of the General Assembly.
XII. If a quorum is not present at the General Assembly called for the 16™ May 2024, as provided in Article 29 of the Company Articles of Association, the next General Assembly will be held on 22°ª May 2024 at 12 a.m. at the same venue and with the same agenda. This General Assembly will be held and valid resolutions will be passed regardless of the number of present and represented shareholders.
DRAFT RESOLUTIONS
Ad 2) Annual financial statements of PODRAVKA Inc. and Annual consolidated financial statements by Podravka Group for the business year 2023 with reports by authorized auditors based on Article 300 d of the Companies Law have been verified by the Company Management and Supervisory Boards and they are not subject to voting. The stated financial statements have been published at the Zagreb Stock Exchange, HANFA, HINA and Company web site (www.podravka.com).
The Report of the Company Supervisory Board on performed supervision over the Company managing business in 2023 has been published at the Zagreb Stock Exchange, HANFA, HINA Company web site and there can be a discussion under this item, but the General Assembly makes no resolutions.
Ad 3) Passing a Resolution on the Company profit distribution for the year 2023:
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It is determined that net profit of PODRAVKA Inc., M.B. 03454088, OlB 18928523252 (hereinafter: the Company) for the year 2023 stated in the audited annual financial statements of the Company, amounts to 47,400,243.53 EUR.
ll
The net profit of the Company for year 2023 from article I of this Decision shall be allocated as follows:
- -
- other reserves in the amount of 22,246,221.75 EUR.
=
It is approved that dividend to shareholders of the Company, owners of ordinary shares under the ticker PODR-R-A, shall be paid out in the gross amount of 3,20 EUR per share.
Dividend shall be paid out to all shareholders that are registered as shareholders at the Central Depository & Clearing Company Inc. on June 14th 2024 (record date).
Date on which securities of the Company will be traded without dividend payment right is June 13th 2024 (ex date).
Dividend payment claim will be due on July 12th 2024 (payment date).
The total maximum amount of dividend amounts to EUR 22,784,009.60. Paid amount of dividend will depend on the number of shares belonging to registered shareholders at the Central Depository&Clearing Company Inc. (reduced for dividend on treasury shares).
IV
After the net profit of the Company has been allocated in accordance with article II and III of this Decision, the remaining part of net profit shall be retained in retained earnings.
Ad 4) Passing a Resolution on discharging the Company Management Board members for the year 2023:
Discharge is given to the members of the Company Management Board in respect of their duties carried out in managing the Company in the year 2023.
Ad 5) Passing a Resolution on discharging the Company Supervisory Board members for the year 2023:
Discharge is given to the members of the Company Supervisory Board by which their duties and supervision over managing Company business in the year 2023 have been approved.
Ad 6) Passing a Resolution on approving the Remuneration Report of the Company Supervisory and Management Board members in the year 2023:
The Remuneration Report of the Company Supervisory and Management Board members in the year 2023 is approved, which is attached to this Decision and makes its integral part.
Ad 7) Passing a Resolution on approving change and amendment of the Remuneration Policy, aligned with article 247.a paragraph 1 of the Companies Act:
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Pursuant to the article 247.a paragraph 1 of the Companies Act, the Remuneration Policy approved at the General Assembly of PODRAVKA Inc. on June 14, 2022 (hereinafter: Remuneration Policy), is changed and amended to determine the highest amount of Remuneration of the Management Board as follows:
The total Remuneration of member of the Management Board for a particular year is limited to total fixed annual salary of an individual member of the Management Board, an annual bonus, which can amount to a maximum of the annual fixed salary, participation in the Company's long-term share incentive program, whereby the number of salaries taken into account for the allocation of shares for a particular year is limited to 12 and all other benefits which for a particular year can amount to a maximum of 2 monthly fixed salaries of respective member of the Management Board. The stated total Remuneration of an individual member of the Management Board for a particular year does not include the rights acquired in earlier period.
.
All other provisions of the Remuneration Policy remain unchanged.
Ad 8) Passing a Resolution on appointing the Company auditors for the business year 2024 and determination of their respective fees:
l
In accordance with the recommendation and commitment submitted by the PODRAVKA Inc. Audit Committee, the financial statements of the parent company PODRAVKA Food Processing Inc. and of its affiliated companies, along with consolidated financial statements of the Podravka Group for the business year 2024 shall be audited by the authorised auditor companies:
ERNST & YOUNG Ltd.
and
headquartered in Zagreb, Radnička Street 50
GRANT THORNTON audit Ltd.
headquartered in Zagreb, Grada Vukovar Street 284.
ll
PODRAVKA Inc. Management Board is authorized to enter in appropriate agreements on audit services with the Auditing Companies from previous item in which will be determined remuneration for their work.
PODRAVKA Inc. Koprivnica
PODRAVKA D.D.
SUPERVISORY BOARD AND AND MANAGEMENT BOARD REMUNERATION REPORT FOR 2023
Ernst & Young d.o.o. Radnička cesta 50, 10 000 Zagreb Hrvatska / Croatia MBS: 080435407 OIB: 58960122779 PDV br. / VAT no .: HR58960122779
Tel: +385 1 5800 800 Fax: +385 1 5800 888 www.ey.com/hr
Banka / Bank: Erste & Steiermärkische Bank d.d Jadranski trg 3A, 51000 Rijeka Hrvatska / Croatia IBAN: HR3324020061100280716 SWIFT: ESBCHR22
Independent limited assurance report on Remuneration Report for the year 2023
To the Management board and Supervisory board of Podravka d.d.
Underlying Subject Matter
Pursuant to the provisions of Article 272r, paragraph 3 of the Companies Act and the agreement concluded with Podravka d.d. ("the Company"), we have performed an engagement expressing a limited assurance on the attached Remuneration Report for the year ended 31 December 2023 ("Remuneration Report") prepared by the Company's Management board and Supervisory board.
Our limited assurance engagement relates to the subject matter whether the Remuneration Report contains data in accordance with the Article 272r, paragraphs 1 and 2 of the Companies Act.
Applicable Criteria
The applicable reporting criteria for identifying the included in the Remuneration Report and the disclosure requirements of their remuneration are contained in the provisions of Article 272r, paragraphs 1 and 2 of the Companies Act.
Inherent limitations
In the case of additional information or data provided to us, or in the case of misleading oral or written statements or explanations, our findings, interpretations or conclusions in our independent limited assurance report may be incomplete or may result in the need for additional procedures not included in the scope of this engagement.
Specific purpose and distribution of use
Our report is intended solely for the Management board and Supervisory board for the purpose of reporting to the General Assembly on the Remuneration Report prepared by the Company for the year ended 31 December 2023 in accordance with Article 272r of the Companies Act.
Based on the procedures performed and outlined below, this is a report expressing a conclusion with limited assurance and its purpose is not, nor does it represent, a legal opinion on compliance with Article 272r of the Companies Act.
To the fullest extent permitted by law, we do not accept responsibility and do not agree to any party other than the Company's Management board and Supervisory board, in connection with our work or this limited assurance report or the conclusions we have reached.
Management board and Supervisory board Responsibilities
The Company's Management board and Supervisory board are responsible for:
- preparing the Remuneration Report for the year 2023 in accordance with the disclosure requirements of Article 272r, paragraphs 1 and 2 of the Companies Act,
- identifying the individuals to be included in the Remuneration Report in accordance with Article 272r, paragraph 1 of the Companies Act,
- selecting and applying appropriate remuneration policies as well as making judgments and estimates that are reasonable in relation to the data disclosed in the Remuneration Report,
- Article 272r, paragraphs 1 and 2 of the Companies Act, and
- publishing the Remuneration Report on the Company's website in accordance with the provisions of Article 272r, paragraph 4 of the Companies Act.
The Company's Management board and Supervisory board are responsible for the design, implementation and maintenance of the internal control system which reasonably ensures that the previously described data do not contain material errors, whether due to fraud or error. In addition, the Company's Management board and Supervisory board are responsible for ensuring that the documentation provided to us is complete and accurate.
Our Responsibility
Our responsibility is to express a conclusion on Remuneration Report in accordance with the requirements of Article 272r, paragraph 3 of the Companies Act. We conducted our limited assurance engagement in accordance with International Standards for Assurance Engagements (ISAE) 3000 (revised) - Engagements to perform assurance engagements other than audits or reviews of historical financial information.
Applicable requirements for quality management
We apply the International Standard on Quality Management (ISQM) 1 and accordingly, we ensure the design, implementation, and functioning of the quality management system, including policies and procedures related to compliance with ethical requirements and professional standards as well as applicable legal and regulatory requirements.
Compliance with independence requirements and other ethical requirements
We comply with the requirements of independence and other ethical requirements of the International Code of Ethics for Professional Accountants issued by the International Ethics Standards Board of Accountants (IESBA), which are based on fundamental principles of integrity, objectivity, professional competence and due diligence, confidentiality and professional behavior.
Summary of performed procedures
In respect of the subject matter, we have performed the following procedures:
- inquired members of the Management board and Supervisory board and other persons within the Company, to gain understanding of remuneration policies and the process applied in preparing the Remuneration Report;
- received from the Company a list of all members of the Company's Management board and Supervisory board during 2023 and checked whether their remunerations are disclosed in the Remuneration Report;
- reconciled the remuneration data presented in the Remuneration Report with the Company's accounting records (general ledger and subledgers) for the year ended 31 December 2023
- reviewed, on a sample basis, the relevant documentation of the Company (contracts and payments) related to the remuneration data presented in the Remuneration Report; and
- checked whether the Remuneration Report contains all the data required by the provisions of Article 272r, , paragraphs 1 and 2 of the Companies Act.
The nature and extent of our procedures were determined based on our risk assessment and our professional judgment in order to obtain limited assurance.
A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited conclusion.
Limited assurance conclusion
Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that Remuneration Report for the year ended 2023 prepared by Podravka d.d. does not contain data, in all material respects, in accordance with the Article 272r, paragraphs 1 and 2 of the Companies Act.
Berislav Horvat President of the Management board and certified auditor
Ernst & Young d.o.o. Radnička cesta 50 10000 Zagreb Republic of Croatia
4 April 2024
Attachment
- Supervisory board and management board remuneration report for 2023
In accordance with Article 272r of the Companies Act and the provisions of the Corporate Governance Code of the Zagreb Stock Exchange and HANFA, the Management Board and the Supervisory Board of PODRAVKA Inc. (hereinafter referred to as the "Company") submit to the General Assembly of the Company the following
SUPERVISORY BOARD AND MANAGEMENT BOARD REMUNERATION REPORT FOR 2023
1 Introduction
PODRAVKA Inc. was registered in 1993 as a joint-stock company's shares have been listed on the Prime Market of the Zagreb Stock Exchange.
The bodies of PODRAVKA Inc. are the Management Board, the Supervisory Board and the General Assembly, as determined by the Company's Articles of Association.
In accordance with the provisions of the Articles of Association, the Management Board consists of three to six members appointed by the Supervisory Board. The Management Board is appointed for a period determined by the Supervisory Board, but for a maximum of five years with the possibility of reappointment.
In accordance with the provisions of the Articles of Association, the Supervisory Board of the Company has nine members, eight of whom are elected by the shareholders at the General Assembly, while one member of the Supervisory Board is appointed by the Workers' Council of the Company. Members of the Supervisory Board are elected for a term of four years.
The reward system for the Supervisory Board and the Management Board of PODRAVKA Inc. is determined by the internal acts of the Company in accordance with the Remuneration Policy adopted by the General Assembly on 14 June 2022 (hereinafter: the Remuneration Policy) in accordance with which receipts were paid to members of the Management Board and the Supervisory Board in 2023.
The last Supervisory Board and Management Board remuneration report for 2022 was approved by the General Assembly on 17 May 2023.
This Report is presented in the Euro (EUR).
2. Remuneration of the members of the Supervisory Board
The Supervisory Board of PODRAVKA Inc. as of 31 December 2023 has nine members.
During 2023, from 1 January to 31 December 2023, members of the Supervisory Board were as follows:
- · Damir Grbavac, President of the Supervisory Board,
- · Luka Burilović, Vice-President of the Supervisory Board,
- · Damir Cukman, member from 1 July 2023,
- · Marina Dabić, member until 30 June 2023,
- Damir Felak, member 0
- 0 Ksenija Horvat, member,
- · Ante Jelčić, member from 17 May 2023,
- · Tomislav Kitonić, member until 30 June 2023,
- Petar Miladin, member, .
- Darko Prpić, member from 1 July 2023, .
- Krunoslav Vitelj, member. .
Each member of the Supervisory Board is entitled to a fixed monthly gross compensation from the date of their election or appointment to the Supervisory Board until the date their status of a member ceases. The Supervisory Board remuneration does not depend on the Company's results and does not contain a variable part of the remuneration. Members of the Supervisory Board are not entitled to remuneration for membership in committees of the Supervisory Board.
Members of the Supervisory Board have received remuneration for their work and are entitled to remuneration that is appropriate to the scope of their engagement and the tasks they perform, as well as the position and results of the Company's operations.
Pursuant to the Remuneration Policy and the Decision of the Company's General Assembly, the remuneration of the members of the Supervisory Board is determined according to the position they hold in the Supervisory Board in relation to the average gross salary of the Podravka Group employees paid in the previous month.
Pursuant to the Decision of the General Assembly, the remuneration of the Audit Committee is determined in relation to the average gross salary of employees in the Podravka Group companies in the Republic of Croatia in the previous month.
Thus, the members of the Supervisory Board are entitled to a monthly compensation in the amount of 2 (two) average monthly gross salaries paid to employees of the Podravka Group in the previous month. This remuneration is increased for the Supervisory Board by 50%, and for the Vice-President of the Supervisory Board by 30%.
Members of the Supervisory Board are also entitled to reimbursement of expenses and costs incurred in performing the tasks of the Supervisory Board, in accordance with the regulations applicable to employees of the Company.
Members of the Supervisory Board are not entitled to severance pay, additional payments by the Company or its related parties, or the allocation of the Company's shares.
The member of the Audit Committee is entitled to a monthly compensation in the amount of 1 (one) average gross monthly salary of employees in the Podravka Group companies in the Republic of Croatia in the previous month.
| Name and surname | Position | Gross remuneration of Supervisory Board members in 2023 in EUR |
|
|---|---|---|---|
| Damir Grbavac | President of SB | 44.411 | |
| l uka Burilović | Vice-President of SB | 38,490 | |
| Marina Dabić | Member of SB until 30 June 2023 | 15.797 | |
| Ksenija Horvat | Member of SB | 29,607 | |
| Tomislav Kitonić | Member of SB until 30 June 2023 | 15.797 | |
| Ante Jelčić | Member of SB from 17 May 2023 | 17.769 | |
| Damir Felak | Member of SB | 29.607 | |
| Petar Miladin | Member of SB | 29,607 | |
| Damir Cukman | Member of SB from 1 July 2023 | 13,810 | |
| Krunoslav Vitelj | Member of SB | 29,607 | |
| Darko Prpic | Member of SB from 1 July 2023 | 13,810 |
Consequently, in 2023, the members of the Supervisory Board were paid remuneration in the following gross amounts:
In 2023, Mrs Ivana Matovina, President of the Audit Committee, received remuneration on the basis of membership in the Audit Committee in the gross amount of EUR 14,804.
Remuneration in the following gross amounts was paid to a current member of the Supervisory Board for membership in the Supervisory Board of a subsidiary and to a former member of the Supervisory Board for membership in the Supervisory Board of a subsidiary:
| Name and surname | Position | Gross remuneration of Supervisory Board members in 2023 in EUR |
||
|---|---|---|---|---|
| Petar Miladin * | Member of SB | 4,633 | ||
| Petar Vlaić ** | Former member of SB | 13,805 |
* Member of the Supervisory Board of Podravka Inc., Petar Miladin is also a member of the Subsidiary Belupo Inc. Koprivnica; the total gross receipts from remuneration in both Supervisory Boards amount to EUR 34,240. ** Member of the Supervisory Board of the subsidiary Žito d.o.o., Ljubljana.
Apart from the above, the Company or its related parties have not made any other payments.
3. Remuneration of the members of the Management Board
The Management Board of PODRAVKA Inc. has five members.
During 2023, from 1 January to 31 December 2023, the members of the Management Board were as follows:
- · Martina Dalić, President of the Management Board,
- Davor Doko, member, ●
- . Ivan Ostojić, member,
- Ljiljana Sapina, member, 0
- . Milan Tadić, member.
The Management Board remunerations are intended to attract and retain quality experts who will achieve the set strategic goals of the Company through balancing the interests of shareholders and other key stakeholders. The activities of the Management Board members must be aimed at achieving those strategic goals which improve the Company and protect and ensure its long-term sustainable value.
The total remuneration of the members of the Management Board is created in such a way as to ensure competitiveness and encourage the attraction and interest in the position of a member of the Management Board of the appropriate high-quality profile experts with the necessary abilities, skills and experience.
Accordingly, the total remuneration of the Management Board is in correlation to the duties of the members of the Management Board in the Company: the implementation of strategic goals that improve and maintain the operations of both the Company itself and its affiliated companies and the creation of sustainable long-term value.
Accomplishments of the short-term and long-term business plan are monitored and rewarded through the achieved result of business and development of the Company and its affiliated companies. The structure of Management Board members remuneration is determined by the Performance agreement and the employment contract and forms a balance between variable and fixed remuneration, where the fixed part is determined in gross amount, while the variable part of remuneration is related to performance.
For 2022, KPIs for the calculation of the annual bonuses are largely based (weight in the total bonus of 80%) on the realized EBITDA and net profit of the Podravka Group, with key performance indicators for the President of the Management Board and the member of the Management Board for finance being determined according to the realization of the Podravka Group's planned EBITDA in 60% and the planned Podravka Group's net profit in 40%. For other members of the Management Board they are determined according to the realization of the planned net profit of the Strategic Business Unit (SBU) Food in 40% and the planned EBITDA of the SBU Food in 60%.
In the second part (weight in the total bonus of 20%) KPIs are based on individual achievements of the President and members of the Management Board according to the Supervisory Board assessment.
| Name and surname |
Annual gross salary/ remuneration in EUR |
% | Amount of paid gross bonus for 2022 in EUR |
% | Other gross receipts * in EUR |
% | Total gross in EUR |
96 |
|---|---|---|---|---|---|---|---|---|
| Martina Dalić | 168,981 | 49% | 156,082 | 45% | 21,650 | 6% | 346,712 | 100% |
| Davor Doko | 146,411 | 53% | 112,814 | 41% | 17,060 | 6% | 276,286 | 100% |
| Ljiljana Sapina | 137,896 | 58% | 84,943 | 36% | 14,824 | 6% | 237,662 | 100% |
| Milan Tadić | 146,201 | 58% | 90,252 | 36% | 15,535 | 6% | 251,988 | 100% |
| lvan Ostojić | 137,896 | 70% | 42,471 | 21% | 18,430 | 9% | 198.797 | 100% |
In 2023, the members of the Management Board were paid the following gross amounts:
* other gross receipts refer to the use of a company car, health insurance premiums, voluntary pension insurance premiums, life insurance premiums, meals, etc.
The new term of office of the president and members of the Management Board began on 24 February 2022. The remuneration of the members of the Management Board consists of fixed remuneration, variable remuneration (annual bonus and long-term share allocation program) and other. The new contracts on performance of duties and employment contracts cancelled the right of the president and members of the Management Board to be granted option shares that were not related to business results, and introduced the right to be granted shares which depends on achieved long-term business indicators related to EBITDA, net profit of the Podravka Group, dividend per share and earnings per share. In case the criteria for the payment of the annual bonus for the business year is met in such a way that at least 100% of the set performance indicators are met, the members of the Management Board have the right to participate in the Long-Term Share Allocation Program. The total number of shares to which members of the Management Board are entitled for a particular business year is determined by multiplying the number of salaries by the amount of salary and then dividing by the Company's share price. The Company's share price is calculated as the average price achieved on the Zagreb Stock Exchange during 6 months preceding the date of the Supervisory Board's decision on the total number of shares to which the Management Board member is entitled.
The Supervisory Board determines the number of the Company's shares to which the members of the Management Board are entitled for the business year in a way that 50% of the total number of shares is reduced by the number of shares whose market value on the date of allocation corresponds to the value of taxes prescribed by law. The right to the allocation of the remaining 50% of shares will depend on the fulfilment of long-term business indicators (weight 80%) and the discretionary decision of the Supervisory Board (weight 20%), which will be determined by the Supervisory Board in 2025 and 2027.
A reduction will be applied to the allocation of the remaining 50% of shares for the number of shares whose market value corresponds to the value of taxes prescribed by law. In case of partial fulfilment of the goals, the members of the Management Board have the right to an aliquot part of the remaining 50% of shares, in accordance with the decision of the Supervisory Board. Given that the criterion for the annual bonus for 2023 has been met, the Management Board have the right to participate in the Longterm share allocation program.
Furthermore, the new contracts of the Management Board changed the criteria for awarding the annual bonus. The annual bonus is based on the achievement of the Business Plan of Podravka Group or SBU Food and the decision of the Supervisory Board, whereby the set business indicators contribute to the basis for calculating the annual bonus with 80%, and the decision of the Company's Supervisory Board with 20%.
The basis for calculating the annual bonus of the president and member of the Management Board for finance is the percentage of achievement of set business indicators of Podravka Group, namely EBITDA with 60% and net profit with 40%. For the remaining members of the Management Board, the basis for the calculation is percentage of achievement of set business indicators of SBU Food, EBITDA with 60% and net profit with 40%.
With regard to the achieved results for the business year 2023, the members of the Management Board are entitled to a variable part of the compensation (gross bonus for the year 2023) as follows:
| Name and surname | Amount of gross bonus for 2023 in EUR |
||
|---|---|---|---|
| Martina Dalić | 173,280 | ||
| Davor Doko | 125,200 | ||
| Ljiljana Šapina | 106,110 | ||
| Milan Tadić | 118,940 | ||
| lvan Ostojić | 112,005 |
With regard to the achieved business results, the members of the Management Board are entitled to the allocation of shares for 2023 as follows:
| Name and surname | The year to which the right to allocate shares relates |
50 % of the number of allocated shares * |
Market value of shares in EUR ** |
Value of shares belonging to a Member of the Management Board in EUR *** |
|---|---|---|---|---|
| Martina Dalic | 2023 | 471 | 74.357 | 56,517 |
| Davor Doko | 2023 | 326 | 51,466 | 39.152 |
| Milan Tadić | 2023 | 326 | 51.466 | 39,152 |
| Ljiljana Sapina | 2023 | 307 | 48,466 | 36,784 |
| Ivan Ostojić **** | 2023 | 307 | 48,466 | 36,784 |
* Without reduction for the number of shares corresponding to the value of taxes prescribed by law, calculated on the basis of the average share price for the last 6 months ending on 3 April 2024.
** The market value of the allocated shares was calculated as a product of 50% of the number of allocated shares and the average share price from the Zagreb Stock Exchange on 3 April 2024 of EUR 157.87.
*** The value of shares belonging to the Member of the Management Board was calculated as the product of 50% of the number of shares allocated reduced for taxes, and the average share price from the Zagreb Stock Exchange on 3 April 2024 of EUR 157.87.
*** Board member Mr. Ivan Ostojić's mandate began on July 1, 2022., which has implications for the dynamics of the allocation of shares. He will be awarded with 50% of the total number of shares to which he has exercised the right for 2023 after the expiration of the two-year term of office of the Management Board, within 30 days from July 1, 2024.
Members of the Management Board have been entitled to options from previous years to purchase shares that have not yet been fully realized. The price of shares which the members of the Management Board have the option to purchase is determined as the weighted average price of the Company's share on the Zagreb Stock Exchange in the year to which the share option relates.
During 2023, members of the Management Board of PODRAVKA Inc. exercised the options as follows:
| Name and surname | Year of allocation | Number of exercised options |
Gross amount of receipt in EUR * |
|---|---|---|---|
| Davor Doko | 2018 | 7,500 | 777,821 |
| Milan Tadić | 2019, 2020 | 5,800 | 428,920 |
| Ljiljana Sapina | 2018 | 7,500 | 777,821 |
* Refers to the difference between market and option price with taxes and surtaxes included
Based on the realized right to the allocation of shares for 2022, the members of the Management Board were allocated shares in 2023 as follows:
| Name and surname | Year of allocation | Number of allocated shares |
Gross amount of receipt in EUR |
|---|---|---|---|
| Martina Dalić | 2022 | 581 | 70,912 |
| Davor Doko | 2022 | 403 | 49,187 |
| Ljiljana Sapina | 2022 | 397 | 46,274 |
Note: In accordance with the decision of the Supervisory Board, 50% of the total number of shares to which they have exercised the right for 2022 will be allocated to the Management Board, Mr. Milan Tadić and Mr. Ivan Ostojić, after the expiry of the two-year member of the Management Board mandate, i.e. on 24 February 2024 for Mr. Milan Tadić and on 1 July 2024 for Mr. Ivan Ostojić.
Apart from the above, the Company or its related parties have not made any other payments to members of the Management Board.
The Company and its related parties have not provided any loans or advances to and do not issue guarantees for the members of the Management Board.
The Company and its related parties have not given any gifts or benefits of significant value to the members of the Management Board.
4. Remuneration of former members of the Management Board
During 2023, a former member of the Management Board of PODRAVKA Inc. and the heirs of the former president of the Management Board exercised the options as follows:
| Name and surname | Year of allocation | Number of exercised options |
Gross amount of receipt in EUR |
|---|---|---|---|
| Marko Đerek * | 2019 | 7.500 | 604,652 |
| Heirs of the former president of the Management Board Marin Pucar |
2017, 2018, 2019, 2020 |
24,672 | 1,721,597 |
* Former member of the Management Board of Podravka Inc., Mr. Marko Đerek is a current member of the Management Board of the subsidiary Belupo Inc. and on this basis during 2023 he received from the subsidiary an annual gross salary of EUR 121,602, a gross bonus for 2022 in the amount of EUR 75,387 and other gross receipts in the amount of EUR 12,326.
During 2023 on the basis of the exercised right to the allocation of shares for 2022, he was allocated 251 shares which corresponds to the gross amount of EUR 30,494.
Considering the achieved results for 2023, Mr. Marko Đerek was entitled to receive a bonus in the gross amount of EUR 82,960 and 203 shares, which represent 50% of the total number of allocated shares without reduction for the number of shares corresponding to the value of taxes prescribed by law, thus representing the right of Mr. Marko Đerek to the value of shares in the amount of EUR 24,554.
5. Comparative overview of movements in total revenues, profit and employee receipts
The overview below shows the average receipts of employees of PODRAVKA Inc. in gross amount which includes the fixed and variable parts of salary, other benefits in kind and all other payments made in connection with the employee status, divided by full time equivalents (FTEs) of the observed periods.
Other benefits in kind include meals, accommodation, supplementary health insurance premiums, benefits in kind /Easter bonus, etc.
Other payments include severance pay, reimbursement of costs for transportation to and from work, cash bonuses for results and other forms of additional rewards, occasional bonuses, voluntary pension insurance premiums, bonuses to employees for years of service, gifts for children, supports for continuous sick leave of more than 90 days, one-off supports in the event of the death of a member of the employee's immediate family, supports for newborn children, supports for living apart from the family, etc.
In the comparative overview of movements in the last five years, the total revenues and net profit of the Company are stated according to what was realized in a particular year, while the average receipts are stated according to what was paid in a certain calendar year.
| Year | Total revenues of PODRAVKAInc. in EUR thousand |
Net profit of PODRAVKA Inc. in EUR thousand |
Average annual gross receipts per employee in EUR |
|---|---|---|---|
| 2019 | 285,202 | 19,270 | 15,671 |
| 2020 | 290,389 | 25,726 | 16,068 |
| 2021 | 303,278 | 32,531 | 16,556 |
| 2022 | 331,125 | 26,290 | 18,140 |
| 2023 * | 359,395 | 47,400 | 20,218 |
*the average gross receipt per employee incorporates the monthly payments of net non-taxable receipts, which are paid based on the Income Tax Regulations and for which the net amount of payments is equal to the gross amount.
6. Additional information
The Company did not request a refund of variable part of the salary from members of the Management Board of PODRAVKA Inc.
There are no payments or liabilities payable by a third party to the members of the Management Board, in connection with the tasks they performed as members of the Management Board in the Company or any other function within Podravka Group.
The Management Board remuneration report for 2023 has been prepared in accordance with the relevant legal provisions, the Corporate Governance Code of the Zagreb Stock Exchange and HANFA and the Articles of Association of PODRAVKA Inc.
In Koprivnica, 4 April 2024
President of the Supervisory Board
Damir Grbavac
President of the Management Board Martina Dalić, PhD