AGM Information • Jun 13, 2022
AGM Information
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CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY
- Officially appointed mechanism for the central storage of regulated information - Franje Račkog 6
10000 ZAGREB
Ivana Lučića 2a 10000 ZAGREB
Company and registered office of the issuer: Span d.d, Koturaška cesta 47, 10000 Zagreb OIB: 19680551758 LEI: 747800L0D5F39CX8NA43 Home Member State: Republic of Croatia ISIN: HRSPANRA0007 Ticker: SPAN Regulated market: Zagreb Stock Exchange Market segment: Official market
Zagreb, June 13th, 2022
Pursuant to the provisions of the Capital Market Act and the Stock Exchange Rules, Span d.d. (hereinafter referred to as the Company) announces that a regular session of the General Assembly of the Company has taken place today, June 13th, 2022, starting at 11:00, at the address: The Westin Hotel Zagreb, Panorama Meeting Room - 17th floor, Izidora Kršnjavoga 1, 10000 Zagreb, Croatia.
Mr. Stjepan Lović, Attorney at Law, presided over the General Assembly, with 1.446.439 votes being present, or represented, which made 74,45 % of the total number of shares with voting rights of the Company, or 73.80 % of the share capital of the company.
According to the announced Agenda of the General Assembly of the Company:
Election of the President of the General Assembly;
Annual financial statements of the Company and consolidated annual financial statements of Span Group for 2021, Annual Report on the status and operation of the Company and Span Group for the 2021 financial year, and Report of the Supervisory Board on the supervision of the operation management of the Company in the 2021 financial year;
Decision on giving discharge to members of the Management Board of the Company for the 2021 financial year;
Decision on giving discharge to members of the Supervisory Board of the Company for the 2021 financial year;
Decision on giving authorization to the Management Board of the Company for acquisition of the Company shares;
Decision on approval of the Remuneration report for members of the Management Board and the Supervisory Board of the Company in the 2021 financial year;
Decision on giving consent for the Remuneration Policy of the Company;
Decision on a remuneration for the members of the Supervisory Board of the Company;
Decision on appointing the auditor of the Company and the Group for the 2022 financial year;
The General Assembly of the Company adopted the following Decisions:
"Mr. Stjepan Lović, Attorney at Law, is elected President of the General Assembly of the Company for this convocation."
In the financial year that ended on 31 December 2021, Span Group had net consolidated profit in the amount of HRK 23,823,517.99, and net profit of the Company is HRK 19,359,494.34.
Payment of dividend in the amount of HRK 5 per share is determined for the shareholders of the Company proportional to the number of shares they hold.
Dividend will be paid from the profits of the Company made in 2021.
Dividend will be paid to the shareholders of the Company who were recorded as the shareholders of the Company in the Central Depository and Clearing Company d.d. (SKDD) on June 17th, 2022 (record date). The claim for dividend payment is due on July 1st, 2022 (payment date).
Date from which the share of the Company will be traded without the right to payment of dividend is June 15th, 2022 (ex date).
Net profit for the 2021 financial year that will remain after the payment of the dividend in line with points 2 and 3 of this Decision remains in the retained profit of the Company.
This Decision enters into force on the day of its adoption."
I. Giving discharge to members of the Management Board will be voted individually.
II. President of the Management Board, Mr. Nikola Dujmović is given discharge approving his management of the operations of the Company in the prior financial year.
III. Member of the Management Board, Mr. Damir Bočkal is given discharge approving his management of the operations of the Company during his membership in the Management Board in the prior financial year.
IV. Member of the Management Board, Mr. Marijan Pongrac is given discharge approving his management of the operations of the Company in the prior financial year.
V. Member of the Management Board, Mr. Dragan Marković is given discharge approving his management of the operations of the Company in the prior financial year.
VI. Member of the Management Board, Mrs. Antonija Kapović is given discharge approving her management of the operations of the Company in the prior financial year.
VII. Member of the Management Board, Mr. Saša Kramar is given discharge approving his management of the operations of the Company in the prior financial year."
I. Giving discharge to members of the Supervisory Board will be voted individually.
II. President of the Supervisory Board, Mr. Jasmin Kotur is given discharge approving his supervision of the operations of the Company in the prior financial year.
III. Vice President of the Supervisory Board, Mr. Aron Paulić is given discharge approving his supervision of the operations of the Company in the prior financial year.
IV. Member of the Supervisory Board, Mr. Ante Mandić is given discharge approving his supervision of the operations of the Company in the prior financial year.
V. Member of the Supervisory Board, Mr. Zvonimir Banek is given discharge approving his supervision of the operations of the Company in the prior financial year."
Pursuant to the provisions of Article 233 of the Companies Act, the General Assembly hereby gives authorization to the Management Board of the Company for acquisition of treasury shares of the Company with the symbol SPAN-R-A in the period of 5 (five) years from the day of adoption of this Decision, without further special consents of the General Assembly of the Company, under the following conditions:
The total number of shares of the Company acquired based on this Decision, together with treasury shares the Company already holds, must not exceed 10% (ten percent) of the share capital of the Company at the moment of the acquisition;
The Management Board of the Company is authorised to acquire treasury shares on the regulated security market;
The Management Board of the Company is authorized to dispose of the treasury shares of the Company in line with the provisions of the Companies Act and other applicable regulations;
Price at which treasury shares are acquired must not be above 10% (ten percent), or below 10% (ten percent) of the average market price achieved for those shares on the previous day of trading;
In the financial year when the Company has acquired treasury shares, it has to create the prescribed reserves in line with the provisions of Article 233 paragraph 4 of the Companies Act;
The Management Board must inform the first next General Assembly of the Company of the reasons and purpose of the acquisition of shares, their number and stake in the stock capital, and about the countervalue of what the Company has given for those shares. The Management Board is obliged to adopt a program for disposal of treasury shares, for which it has to obtain prior consent of the Supervisory Board of the Company. The Management Board of the Company is authorised, based on the adopted program for disposal of treasury shares from the previous paragraph of this Decision, to dispose of the treasury shares that it already holds or will acquire based on this Decision of the General Assembly on giving authorization to the Management Board of the Company to acquisition of treasury shares (disposal within the ESOP program of the Company, remuneration of members of the Management Board, employees of the Company and associated companies, and other programs of disposal of treasury shares adopted by the Management Board with prior consent of the Supervisory Board), and besides this Decision, not to need any special decision of the General Assembly of the Company, whereby this Decision rules out the right to priority of the existing shareholders.
II. This Decision enters into force on the day of its adoption by the General Assembly of the Company."
The audited Remuneration Report for members of the Management Board and the Supervisory Board in the 2021 financial year is approved, in the text published as Attachment 1 to the Invitation for the General Assembly, which is a constituent part of this Decision together with the auditor's report.
This Decision enters into force on the day of its adoption."
Decision on the Remuneration Policy of the Company is approved, in the text published as Attachment 2 to the Invitation for the General Assembly, which is a constituent part of this Decision.
This Decision enters into force on the day of its adoption."
I. Members of the Supervisory Board are determined a fee for the 2022 financial year in the amount of HRK 6,250 gross, per session.
II. The Company undertakes to deduct and pay from the amount of the fee referred to in point I of this Decision for all dues that are paid on fees of members of the Supervisory Board in line with the applicable positive regulations.
III. This Decision enters into force on the day of its adoption."
I. The following company is appointed the auditor of the operations of the Company and the Group in the 2022 financial year:
II. This Decision enters into force on the day of its adoption.
Span d.d.
Koturaška cesta 47, 10000 Zagreb [email protected] https://www.span.eu/en/investors/
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