HANFA- Croatian Financial Services Supervisory Agency 24b Miramarska Street 10000 ZAGREB
HANFA – Official Registry of Regulated Information
Zagreb Stock Exchange 2a Ivana Lučića 10000 ZAGREB
HINA – Croatian News Agency [email protected]
Poreč, 08/05/2018 File no: 1-55/18
Subject: General Assembly of Valamar Riviera d.d. held on 8 May 2018 - notification, voting results, decision on dividend payout
We hereby inform you that the General Assembly of Valamar Riviera d.d. with registered office in Poreč, 1 Stancija Kaligari, personal identification number (OIB) 36201212847 (hereinafter: the Company) was held on 8 May 2018 at the VALAMAR SANFIOR HOTEL in Rabac, 2 Lanterna and started at 11:00.
The General Assembly rendered all its decisions according to the proposals determined by the Management Board and Supervisory Board of the Company that were included in the invitation to the General Assembly and published on the court register website (reference number: 12006-2) on 24 March 2018 and on the Zagreb Stock Exchange on 23 March 2018, and also published in their prescribed form on the Company's website at www.valamarriviera.com. At the General Assembly, the Association of small shareholders Valamar Riviera (Udruga malih dioničara Valamar Riviera) presented a counterproposal for agenda item 5, having the same content as the announced proposal made by the Management Board and Supervisory Board but without the possibility of having one part of the dividend paid out in rights-shares.
Furthermore, pursuant to the provision of Article 286 paragraph 6 of the Companies Act, the Company hereby announces the voting results at the General Assembly:
Agenda point 1a) - Decision on the distribution of profit realized in 2017
- 79,945,909 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.44 % of the total share capital of the Company,
- 79,945,909 votes FOR,
- 83,344 ABSTENTIONS
Agenda point 1b) i) - Decision on granting discharge to the members of the Management Board
- 79,766,699 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.29 % of the total share capital of the Company,
- 79,766,699 votes FOR,
- 128,560 ABSTENTIONS
Agenda point 1b) ii) - Decision on granting discharge to the members of the Supervisory Board
- 79,712,659 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.25 % of the total share capital of the Company,
- 72,777,568 votes FOR,
- 6,935,091 votes AGAINST
- 131,082 ABSTENTIONS
Agenda point 2) - Decision on the appointment of the Company's auditor
- 80,024,734 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.50 % of the total share capital of the Company,
- 80,024,734 votes FOR,
- 4,519 ABSTENTIONS
Agenda point 3) - Decision on the approval of the Joint plan of the merger of EPIC Hospitality Holding GmbH with registered office in Vienna, 8 Plößlgasse , 1040 Vienna, Republic of Austria (transferor) into Valamar Riviera d.d. from Poreč, 1 Stancija Kaligari (transferee)
- 80,029,253 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.50 % of the total share capital of the Company,
- 72,874,725 votes FOR,
- 7,154,528 votes AGAINST
Agenda point 4) - Decision on the remuneration of Supervisory Board members
- 78,183,069 shares based on which valid votes were cast,
- The valid votes cast represent a share of 62.04 % of the total share capital of the Company,
- 71,170,819 votes FOR,
- 7,012,250 votes AGAINST
- 1,846,184 ABSTENTIONS
Agenda point 5) - Decision on dividend payout
- 80,027,885 shares based on which valid votes were cast,
- The valid votes cast represent a share of 63.50 % of the total share capital of the Company,
- 73,036,983 votes FOR,
- 6,990,902 votes AGAINST
- 1,368 ABSTENTIONS
The General Assembly rendered the Decision on dividend payout as follows:
- 1) The shareholders of the Company shall be paid a dividend of HRK 0.90 (ninety lipas) per each share.
- 2) The dividend shall be paid out of the retained profit achieved in 2015 and 2016.
- 3) All Company shareholders as owners of shares registered in their accounts of dematerialized securities in the system of the Central Depository and Clearing Company as at 15 May 2018 (record date) are eligible for dividend payout.
- 4) The company shareholders have the possibility to have one quarter of their dividend paid out in company shares. One fourth of the total dividend a shareholder is entitled to shall be determined as follows: the dividend tax and surtax (if applicable to a shareholder) shall first be deducted from the number of shares multiplied by the dividend amount per share, and then it shall be divided by the average daily company share price achieved on the official market of the Zagreb Stock Exchange on the day this decision is rendered, and then divided by 4 and resulting in ¼ of rights (shares) rounded to the next smaller integer. The remaining part will be paid out in cash. Treasury shares shall be used for the payment in company shares.
- 5) Those shareholders who wish to have a quarter of their dividend paid out in company shares, must have their written, hand-signed statement submitted to the Central Depository and Clearing Company by 30 May 2018 at the latest.
The shareholders can find the application form on the corporate website: www.valamar-riviera.com.
- 6) The shareholders who do not submit their statement to have their dividend paid out in company shares or whose statement will not be submitted to the Central Depository and Clearing Company by 30 May 2018, will receive their dividend in cash.
- 7) The ex date is 14 May 2018.
- 8) Company shareholders shall receive their dividend on 7 June 2018 (payment date).
Valamar Riviera d.d.