AGM Information • May 16, 2022
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, 16th May 2022
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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, 16 th, 2022, 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 eventual epidemiological requirements 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 2021
"Discharge of liability is granted to the Company's Management Board for the business year 2021."
| .………………………………………………………………………………………………………………………………………………………… | |
|---|---|
| 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]
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"Discharge of liability is granted to members of the Company's Supervisory Board for the business year 2021."
"Decision on the approval of Report on remuneration of members of the Management and Supervisory Board for the business year 2021.
"Deloitte d.o.o., Radnička cesta 80, 10 000 Zagreb, OIB: 11686457780 is appointed as the auditor of the Company for the business year 2022."
"Appointment of the member to the Audit Committee
Decision on amendments to Articles 17.2. and 17.3. of the Articles of Association.
Article 17.2. of Tankerska Next Generation d.d. Articles of Association is amended and reads as follows:
"17.2. The Management board is authorised, over the course of five years from the entry of these amendments to the Articles of Association into Court Register to increase the share capital of the Company, once or in several instalments and with the consent of the Supervisory Board, by issuing new shares by payment in cash or in kind or in rights up to the nominal amount of HRK 200,000,000.00 (two hundred million kuna) (approved share capital). "
Article 17.3. of Tankerska Next Generation d.d. Articles of Association is amended and reads as follows:
"17.3. The Supervisory Board is authorized to harmonize the provisions of the Articles of Association with the changes that are a consequence of such an increase of the share capital and the issuance of new shares. The Management Board of the Company is authorized to issue only ordinary shares. The Management Board shall decide on the conditions for the issuance of new shares issued on the basis of the authorization referred to in paragraph 2 of this Article with the consent of the Supervisory Board. "
This Decision on amendments to the Articles of Association shall come into force as of the date of entry into Court register.
Supervisory Board is authorised to determine the consolidated text of the Articles of Association in accordance with this Decision on amendments to the Articles of Association.
B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
Ad 2. Explanation of the yearly financial reports for the business year 2021, Annual report on the status and operations of the Company for the business year 2021 and the Supervisory Board report on the conducted supervision of the Company operations in the business year 2021.
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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 2021 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 2021 and the Supervisory Board's Report on the conducted supervision of Company operations in the business year 2021.
Under this item of the agenda, the General Assembly does not cast a vote on but takes note of the annual financial statements of the Company for 2021 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 2021, in the amount of HRK 86,988,823.67 shall be offset in part through retained earnings from previous years in the amount of HRK 56,701,883.11 and in part from capital reserves in the amount of HRK 30,286,940.56.
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 2021. 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.
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 2021 ("The Report") and sent it to the auditors for review.
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 Invitation to 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 Ltd., ZagrebTower, Radnička cesta 80, 10 000 Zagreb, as the auditor of the Company for the business year 2022.
B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
The Supervisory Board proposes Mr. Vicenco Jerković as an independent member. Mr. Jerković is independent of the Company and is an expert in the field of accounting and auditing in the shipping sector.
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Articles 17.2. and 17.3. of the Articles of Association are in essence operational amendments focused on ensuring greater flexibility and management process efficiency. While on the other hand in the part that refers to the approved share capital (In accordance to Croatian Companies Act) will enable greater operability with a shorter period of execution of transactions to increase capital, in case of intensification of capital investment. The increasing of the authorized capital up to the amount of HRK 200 million, will allow the Company to timely provide necessary funds for possible acquisitions. This form of financing of the fleet expansion, stabilizes the financial position of the company in terms of maintaining the desired ratio of debt to capital while ensuring the necessary flexibility and promptness in the realization of investments.
B. Petranovića 4 23 000 Zadar, Croatia www.tng.hr
Tel. +385 23 202 135 e-mail: [email protected]
(Hereinafter – Invitation, Instructions)
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II. Application for shareholder legal person
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.
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]
Shareholder rights to inquire, request amendments to the agenda, counter proposals and the right to be informed
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Management Board
John Karavanić
Report on renumeration of members of the Management and Supervisory Board for the year ended 31 December 2021 together with Auditor's Independent Assurance Report
| Introduction | 1 |
|---|---|
| Renumeration for the member of the Management Board | 1 |
| Renumeration 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 15 October 2021, we have examined the accompanying Report on renumeration paid to the Management board and the Supervisory board members for the year ended 31 December 2021 ('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
Društvo upisano u sudski registar Trgovačkog suda u Zagrebu: MBS 030022053; uplaćen temeljni kapital: 44.900,00 kuna; direktori društva: Marina Tonžetić, Dražen Nimčević, Katarina Kadunc; poslovna banka: Privredna banka Zagreb d.d., Radnička cesta 50, 10 000 Zagreb, ž. račun: 2340009–1110098294; SWIFT Code: PBZGHR2X IBAN: HR3823400091110098294.
Deloitte se odnosi na Deloitte Touche Tohmatsu Limited, skraćeno DTTL, i mrežu njegovih članova i s njima povezanih subjekata (zajednički "organizacija Deloitte"). DTTL ("Deloitte Global") i svaki njegov član i njegovi povezani subjekti su pravno odvojeni i samostalni subjekti, koji se ne mogu međusobno obvezati na određene radnje u odnosu na treće strane. DTTL i svi njegovi povezani subjekti odgovorni su isključivo za vlastita, a ne međusobna, djela i propuste. Usluge klijentima ne pruža DTTL. Detaljan opis DTTL-a i njegovih članova možete pronaći na adresi www.deloitte.com/hr/o-nama.
© 2022. Za informacije, molimo kontaktirajte Deloitte Hrvatska.
We have conducted the engagement in compliance with independence and ethical requirements as provided by the Code of Ethics for Professional Accountants (including International Independence Standards) (Code) issued by the International Ethics Standards Board for Accountants. The code is based on the principles of integrity, objectivity, professional competence and due diligence, confidentiality, and professional conduct. We comply with the International Standard on Quality Control 1, Quality Control for Firms that Perform Audits and Reviews of Financial Statements, and Other Assurance and Related Services Engagements (ISQC 1) and accordingly maintain an overall management control system, including documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and statutory 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
April 29th 2022
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 Renumeration 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 2021.
This Report has been prepared in accordance with the valid internal documents of the Company and is in accordance with the Renumeration Policy of the Company adopted by the General Assembly of the Company on August 21, 2020 (hereinafter: The " Renumeration Policy").
The Management Board consists of one member - Mr. John Karavanić.
During 2021, 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 renumeration 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 2021, 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 2021, the total "(gross I) renumeration amount paid for the work of the sole member of the Management Board amounts to HRK 957,215.09, i.e. as follows:
Renumeration for the member of the Management Board for 2021in HRK
| Member of the Board |
Fixed part | % | Variable part |
% | Receipts in kind |
% | Total | % |
|---|---|---|---|---|---|---|---|---|
| John Karavanić |
850,964.16 | 88.9% | 0,00 | 0.0% | 106,250.93 | 11.1% | 957,215.09 | 100.0% |
In the period from 1 January 2021 until 31 January 2021, 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 2021, 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 renumeration 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 Renumeration Policy, the renumerations received by the members of the Supervisory Board will not include variable elements or other elements related to business performance, as performance-related renumeration could jeopardize their independence and objectivity.
Consequently, for 2021, the members of the Supervisory Board were compensated in the following (gross I) amounts:
| Member of the Supervisory Board |
Position | Gross I income without contributions |
Gross I income with contributions |
|
|---|---|---|---|---|
| Ivica Pijaca | Predsjednik | 114.000,00 | 122.550,00 | |
| Mario Pavić | Zamjenik predsjednika | 91.200,00 | 98.040,00 | |
| Nikola Koščica | Član | 91.200,00 | 98.040,00 | |
| Joško Miliša | Član | 91.200,00 | 98.040,00 | |
| Dalibor Fell | Član | 91.200,00 | 98.040,00 | |
| UKUPNO | 478.800,00 | 514.710,00 |
Renumeration for the members of the Supervisory Board for 2021 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 2021, 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 |
Average gross annual income per seafarer |
Average gross annual income |
|---|---|---|---|---|---|
| 2017 | 280.756.789,00 | 32.132.435,00 | 159.045,63 | 260.208,73 | 259.667,75 |
| 2018 | 304.356.578,00 | 6.284.498,00 | 135.672,33 | 260.465,39 | 259.920,44 |
| 2019 | 269.128.633,00 | 23.340.242,00 | 176.835,23 | 259.245,17 | 258.752,54 |
| 2020 | 241.380.155,00 | -31.682.843,00 | 207.719,40 | 251.122,35 | 250.688,32 |
| 2021 | 267.118.047,36 | -86.988.823,67 | 201.067,59 | 262.606,64 | 261.948,47 |
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 3 employees in the administration, while the subsidiary Tankerska Next Generation International Ltd. had on board a crew of at least 131 seafarers on a contract basis, while the Company employed an average of 191 seafarers at the level of the annual average calculated on a full-time basis during the period 2016-2021.
The ratio of the average renumeration of a member of the Management Board to the average renumeration 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 2021.
In 2021, 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 2021, the Company did not request a refund of renumeration from members of the Supervisory Board.
In 2021, the Company did not deviate from the Renumeration Policy in accordance with the provisions of Article 247a, paragraph 2 of the Companies Act.
During 2021, 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 renumeration to a member of the Management Board in the event of early termination of membership in the Management Board.
In 2021, 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 Renumeration 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 29th of April 2022.
John Karavanić Ivica Pijaca
Member of the Management Board Chairman of the Supervisory Board
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