AGM Information • May 21, 2021
AGM Information
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B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
Zadar, 21st May 2021
………………………………………………………………………………………………………………………….…………………………………………
Pursuant to Article 277, paragraph 2 of the Companies Act, the Management Board of the Tankerska Next Generation shipping joint stock company, with registered seat in Zadar, B. Petranovića No. 4 (hereinafter: the "Company" or "TNG"), has on May, 21 st, 2021, rendered the decision on the convention of the General Assembly, and hereby invites the shareholders of the Company to the
(with due respect to the prescribed epidemiological measures declared within the decisions of the Civil Protection Authorities of the Republic of Croatia and the county of Zadar)
"The decision on loss reconciliation for the business year 2020
"Discharge of liability is granted to the Company's Management Board for the business year 2020."
"Discharge of liability is granted to members of the Company's Supervisory Board for the business year 2020."
| .………………………………………………………………………………………………………………………………………………………… | |
|---|---|
| Tankerska Next Generation Shipping Joint Stock Company | MBS (registration number) 110046753 Commercial Court in Zadar |
| Božidara Petranovića 4, 23 000 Zadar, Croatia | Share capital: 436,667,250.00 HRK paid completely |
| Short name of the company: Tankerska Next Generation d.d. | Issued shares: 8,733,345 ordinary shares with no par value |
| Incorporated 22 August 2014 | The President of Supervisory Board: Ivica Pijaca |
| Company's Bank Account: | The Management Board: John Karavanić |
| Privredna Banka Zagreb d.d., Zagreb | OIB (personal identification number): 30312968003 |
| IBAN HR86 2340 0091 1106 7758 7 | VAT identification number: HR30312968003 |
| Swift code: PBZGHR2X |

B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
………………………………………………………………………………………………………………………….…………………………………………
"Decision on the approval of Report on remuneration of members of the Management and Supervisory Board for the business year 2020.
"Deloitte d.o.o., Radnička cesta 80, 10 000 Zagreb, OIB: 11686457780 is appointed as the auditor of the Company for the business year 2021."
Ad 2. Explanation of the yearly financial reports for the business year 2020, Annual report on the status and operations of the Company for the business year 2020 and the Supervisory Board report on the conducted supervision of the Company operations in the business year 2020.
The Management Board and the Supervisory Board inform the shareholders that pursuant to Article 300 d of the Companies Act, the Management Board and the Supervisory Board have determined the annual financial statements of the Company for the business year 2020 and that the General Assembly does not render any decision on this. These financial statements will be presented to the General Assembly together with the Annual Report on the State of the Company's business for the business year 2020 and the Supervisory Board's Report on the conducted supervision of Company operations in the business year 2020.
Under this item of the agenda, the General Assembly does not make a decision but takes note of the annual financial statements of the Company for 2020 in the content determined by the Management Board and the Supervisory Board.
The Management Board and the Supervisory Board propose to the General Assembly a decision in which the loss of the business year 2020 in the amount of HRK 31,682,842.82 shall be offset through non-allocated profits from previous years.
Pursuant to Article 276 of the Companies Act, Management and the Supervisory Boards propose to the General Assembly to adopt a decision which grants discharges of liability to the Management Board member and Supervisory Board members for business year 2020. Approval of an individual member of the Management Board or Supervisory Board may be voted separately if so, decided by the General Assembly or if the shareholders holding at least a tenth of the share capital of the Company.

B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
Under the provisions of Article 272r of the Companies Act, the Management and the Supervisory Board prepared a Report on remuneration of members of the Management and Supervisory Board for the business year 2020 ("The Report") and sent it to the auditors for examination.
Having examined the Report, the auditors of the annual financial statements Deloitte d.o.o. issued an opinion on its compliance with the requirements specified in the provisions of Article 272r (1) and (2) of the Companies Act. The Report, together with the auditors' opinion, is notified as annex to this Notice of the General Assembly. The Report is proposed to be approved as the Company believes the remuneration paid to Management and Supervisory Board members to be adequate to their commitment and scope of work performed, as well as to the position and business performance of the Company.
Pursuant to Article 275 of the Companies Act, the Supervisory Board proposes to the General Assembly to adopt the decision on the appointment of Deloitte d.o.o., ZagrebTower, Radnička cesta 80, 10 000 Zagreb, as the auditor of the Company for the business year 2021.

B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
(Hereinafter – Invitation, Instructions)
………………………………………………………………………………………………………………………….…………………………………………
Company name of the legal person, seat and address, OIB
The number of account with the Central Depository and Clearing Company Inc. and the total number of shares of the shareholder
Attached to the application, excerpt from the court register or other register in which legal person is entered or a copy, certified copy or other appropriate public document clearly showing that the application was signed by a person who is legally authorized to represent the legal person
III. Application submitted by the shareholder's proxy
Name and surname, residence and address of the proxy, OIB
List of shareholders which are being represented, for each, the number of their account with the Central Depository and Clearing Company Inc. and the total number of shares of all represented shareholders
Attached to the application all the individual powers of authority on the recommended form, shall be submitted

B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
Company name, seat and address and proxy OIB
List of shareholders represented, for each number of their account with the Central Depository and Clearing Company Inc. and the total number of shares of all represented shareholders - Individual powers of attorney are delivered in writing attached to the application, and if the shareholder is a legal person, the attachment shall contain an excerpt from the court register or other register in which legal person is entered or a copy, certified copy or other public document it is evident that the power of attorney signed by the person who is legally authorized to represent the legal person.
For minors and incapable or partially business capable persons the application is submitted and represented by an appointed guardian who must enclose the original or a copy or a certified copy of the document that certifies the guardianship status.
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Tankerska Next Generation d.d. B. Petranovića 4 23 000 Zadar

B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
………………………………………………………………………………………………………………………….…………………………………………
Management Board
John Karavanić
Report on remuneration of members of the Management and Supervisory Board for the year ended 31 December 2020 together with Auditor's Independent Assurance Report
| Introduction | 1 |
|---|---|
| Remuneration for the member of the Management Board | 1 |
| Remuneration for the members of the Supervisory Board | 2 |
Deloitte d.o.o. ZagrebTower Radnička cesta 80 10 000 Zagreb Croatia Tax identification number (OIB): 11686457780
Tel.: +385 (0) 1 2351 900 Fax: +385 (0) 1 2351 999 www.deloitte.com/hr
To the Management and Supervisory Board of Tankerska Next Generation d.d.
Pursuant to the engagement letter concluded with Tankerska Next Generation ('the Company') on 10 November 2020, we have examined the accompanying Report on remuneration paid to the Management board and the Supervisory board members for the year ended 31 December 2020 ('the Report'), and have performed procedures in order to express our independent assurance in accordance with the requirements of the Article 272.r of the Companies' Act ('the Act').
The Management and Supervisory Board of the Company are responsible for the preparation of the Report in accordance with the requirements of the Article 272.r of the Act and for those internal controls that the Management determines are necessary to enable the preparation of the Report that is free from material misstatement, whether due to fraud or error.
Our responsibility is to express a conclusion on the subject matter based on our procedures and on evidence obtained. We conducted our limited assurance engagement in accordance with International Standard for Assurance Engagements ('ISAE') 3000 (revised) - Assurance Engagements other than Audits or Reviews of Historical Financial Information ('ISAE 3000 (Revised)'), issued by the International Auditing and Assurance Standards Board and in accordance with the requirements of the Article 272.r of the Act. ISAE 3000 (Revised) requires that we comply with ethical requirements and plan and perform our procedures to obtain limited assurance and to express our conclusion on subject matter against the applicable criteria.
As part of our engagement, we have planned and performed procedures on the Report to the extent necessary to obtain limited assurance as to whether the Report contains information from the paragraphs 1 and 2 of Article 272.r of the Act.
This version of the auditor`s report is translation from the original, which was prepared in the Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation
The company was registered at Zagreb Commercial Court: MBS 030022053; paid-in initial capital: Kn 44,900.00; Company Directors: Marina Tonžetić, Dražen Nimčević and Domagoj Vuković; Bank: Privredna banka Zagreb d.d., Radnička cesta 50, 10 000 Zagreb, bank account no. 2340009–1110098294; SWIFT Code: PBZGHR2X IBAN: HR3823400091110098294.
Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited ("DTTL"), its global network of member firms, and their related entities (collectively, the "Deloitte organization"). DTTL (also referred to as "Deloitte Global") and each of its member firms and related entities are legally separate and independent entities, which cannot obligate or bind each other in respect of third parties. DTTL and each DTTL member firm and related entity is liable only for its own acts and omissions, and not those of each other. DTTL does not provide services to clients. Please see www.deloitte.com/en/about to learn more.
© 2021. For information, contact Deloitte Croatia.
We are independent of the Company in accordance with the Code of Ethics for Professional Accountants (the 'IESBA Code') and have fulfilled our ethical responsibilities in accordance with the IESBA Code.
The firm applies International Standard on Quality Control ('ISQC') 1 - Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements and accordingly maintains a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
As part of our engagement, we have planned and performed, among other, the following procedures:
The nature and scope of our actions were determined on the basis of risk assessment and our professional judgment with the purpose to obtain limited assurance. The procedures applied in a limited assurance engagement differ in type, duration and coverage from those applied in a reasonable assurance engagement. This means that the degree of assurance gained by applying a limited assurance engagement is significantly lower than that which would be acquired by performing a reasonable assurance engagement. We believe that the evidence we have gathered is sufficient and appropriate to provide a basis for our conclusion.
Based on the conducted procedures and the collected evidence, nothing drew our attention which would cause us to believe that the Report, in all significant determinants, does not contain all the data from the paragraphs 1 and 2 of Article 272.r of the Act.
Director and Certified Auditor
Marina Tonžetić April 27 2021
Deloitte d.o.o. Radnička cesta 80 10 000 Zagreb Republic of Croatia
(all amounts are expressed in HRK)
Pursuant to Article 272.r. of the Companies Act and the Code of Corporate Governance of the Zagreb Stock Exchange and the Croatian Financial Services Supervisory Agency, the Management Board and the Supervisory Board of Tankerska Next Generation d.d. submits the following:
Tankerska Next Generation d.d. (hereinafter: "TNG" or "Company") is a public limited company established and registered in the Republic of Croatia on 22nd of August 2014. The Company's registered seat is in Zadar, Božidara Petranovića 4.
The Company's management structure is based on a two-tier system which consists of the Supervisory Board and the Management Board, which together with the General Assembly represent the Company's bodies in accordance with the Company's Articles of Association and the Companies Act (NN 40/19) (hereinafter: The "Law").
This Remuneration Report (hereinafter: The "Report") provides information on all receipts paid or committed by the Company to current and former members of the Management Board and the Supervisory Board during 2020.
This Report has been prepared in accordance with the valid internal documents of the Company and is in accordance with the Remuneration Policy of the Company adopted by the General Assembly of the Company on August 21, 2020 (hereinafter: The " Remuneration Policy").
The Management Board consists of one member - Mr. John Karavanić.
During 2020, there were no changes in the composition of the Management Board.
Pursuant to the Articles of Association, the Supervisory Board commissions a member of the Management Board regulating mutual rights and obligations (duties of a member of the Management Board, salary, salary supplements, salary compensation, compensation of expenses, insurance premiums, other material rights, possible participation in the Company's profit, non-compete agreement and other benefits).
(all amounts are expressed in HRK)
A member of the Management Board of the Company is entitled to remuneration for his work, which consists of a fixed and variable component, and to additional benefits in kind or receipts based on internal acts and Company resolutions.
In 2020, the sole member of the Management Board of the Company used a company vehicle for private purposes on which basis benefits in kind were calculated.
For 2020, the total "(gross I) remuneration amount paid for the work of the sole member of the Management Board amounts to HRK 956,727.24, i.e. as follows:
Remuneration for the member of the Management Board for 2020 in HRK
| Member of the Board |
Fixed part | % | Variable part |
% | Receipts in kind |
% | Total | % |
|---|---|---|---|---|---|---|---|---|
| John Karavanić |
797,018.32 | 83.3% | 114,759.25 | 12.0% | 44,949.67 | 4,7% | 956,727.24 | 100.0% |
In the period from 1 January 2020 until 31 January 2020, the members of the Supervisory Board were as follows:
| Ivica Pijaca | Chairman of the Supervisory Board |
|---|---|
| Mario Pavić | Deputy Chairman of the Supervisory Board |
| Nikola Koščica | Member of the Supervisory Board |
| Joško Miliša | Member of the Supervisory Board |
| Dalibor Fell | Member of the Supervisory Board |
During 2020, there were no changes in the composition of the Supervisory Board.
In accordance with the Company's Articles of Association, the Company's Supervisory Board supervises the management of the Company's affairs, and consists of a total of 5 members who are entitled to compensation for participation in the Supervisory Board in accordance with the decision of the Company's General Assembly.
Pursuant to the Company's General Meeting decision of 1 August 2018, the amount of remuneration was determined in the monthly amount of HRK 7,600.00 gross for members, and in the monthly amount of HRK 9,500.00 gross for the President of the Supervisory Board.
(all amounts are expressed in HRK)
In accordance with the Remuneration Policy, the remunerations received by the members of the Supervisory Board will not include variable elements or other elements related to business performance, as performance-related remuneration could jeopardize their independence and objectivity.
Consequently, for 2020, the members of the Supervisory Board were compensated in the following (gross I) amounts:
| Member of the Supervisory Board |
Position | Amount in HRK |
|---|---|---|
| Ivica Pijaca | Chairman | 114,000.00 |
| Mario Pavić | Deputy Chairman | 91,200.00 |
| Nikola Koščica | Member | 91,200.00 |
| Joško Miliša | Member | 91,200.00 |
| Dalibor Fell | Member | 91,200.00 |
| UKUPNO | 478,800.00 |
Remuneration for the members of the Supervisory Board for 2020 in HRK
Apart from the aforementioned payments, the Company or its affiliates did not make any other payments in favour of the members of the Supervisory Board.
During 2020, the Company did not pay any compensation to former members of the Supervisory Board and there are no outstanding receivables on that basis.
| Year | Total revenues of the Company |
Net income / loss of the Company |
Average gross annual earnings per employee |
|---|---|---|---|
| 2016 | 272,589,229.00 kn | 40,607,823.00 kn | 287,917.12 kn |
| 2017 | 280,756,789.00 kn | 32,132,435.00 kn | 259,667.75 kn |
| 2018 | 304,356,578.00 kn | 6,284,498.00 kn | 259,920.44 kn |
| 2019 | 269,128,633.00 kn | 23,340,242.00 kn | 258,752.54 kn |
| 2020 | 241,380,155.00 kn | -31,682,843.00 kn | 250,688.32 kn |
(all amounts are expressed in HRK)
In the employees' average gross annual income calculation, fixed parts of employee compensation (regular salaries, allowances, etc.), variable parts (various performance bonuses) were taken into account, and no receipts of a member of the Management Board were taken into account.
The number of employees for a particular year was calculated in such a way that the number was determined on the basis of full-time work at the level of the observed year. During the observed period, the Company had an average of 2 employees in the administration, while the subsidiary Tankerska Next Generation International Ltd. had on board a crew of at least 132 seafarers on a contract basis, while the Company employed an average of 192 seafarers at the level of the annual average calculated on a full-time basis during the period 2015-2020.
The ratio of the average remuneration of a member of the Management Board to the average remuneration of employees is balanced and in line with industry practices.
The Company is not obliged to give or has undertaken to give any member of the Management Board or the Supervisory Board shares or share options for the business year 2020.
In 2020, the Company did not request the return of variable parts of receipts from a member of the Management Board, because it was not paid in the previous period.
Also, in 2020, the Company did not request a refund of remuneration from members of the Supervisory Board.
In 2020, the Company did not deviate from the Remuneration Policy in accordance with the provisions of Article 247a, paragraph 2 of the Companies Act.
During 2020, no third party paid nor undertook to pay receipts to a member of the Management Board in connection with the activities he performed as a member of the Management Board.
The Company has not obliged to pay remuneration to a member of the Management Board in the event of early termination of membership in the Management Board.
In 2020, there was no regular termination of membership in the Management Board of the Company, and thus no payment of receipts or reservation of amounts on that basis.
This Remuneration Report, as well as the Report of the Independent Auditor with an Independent practitioner's assurance report, will be published and made available by the Company free of charge for a period of ten years on its website, after the General Assembly approves the Report in accordance with the Law.
In Zadar, on 27th of April 2021.
John Karavanić Ivica Pijaca
Member of the Management Board Chairman of the Supervisory Board
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