AGM Information • Apr 26, 2022
AGM Information
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Home Member State: Croatia LEI: 7478000050A040C0D041 ISIN: HRZB00RA0003 TICKER: ZB Zagreb Stock Exchange - Official market
Croatian Financial Services Supervisory Agency
Officially appointed mechanism for the central storage of regulated information
Zagreb Stock Exchange, Inc.
Croatian Reporting News Agency
Zagreb, 26 April 2022
In accordance with Article 118(1) and (2) of the Exchange Rules, the Zagreb Stock Exchange, Inc. (hereinafter: the Company) with its registered office in Zagreb, Ivana Lučića 2a, VAT ID No. (OIB): 84368186611, hereby announces the invitation to the General Meeting of the Company, which will be held on June 14, 2022, starting at 12:00 at the Company's headquarters, together with the proposed agenda, proposals for General Meeting resolutions with explanations and instructions to shareholders for participation in the General Meeting. Accompanying materials on the items on the General Meeting agenda are available on the Company's website at https://zse.hr/en/annualgeneral-meeting-of-the-zagreb-stock-exchange-inc-2438/2437.


Under the provisions of Article 277 of the Companies Act (Official Gazette Nos 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19 and 34/22) and provisions of Article 7 of the Articles of Association, on 26 April 2022 the Management Board of the Zagreb Stock Exchange, Inc. with its registered office in Ivana Lučića 2a/22, Zagreb (hereinafter: the Company or the Exchange) adopted a resolution convening the Company's Annual General Meeting (AGM), so it publishes this Notice of the
The following Agenda has been set for the AGM:
The Management and the Supervisory Board of the Company propose for adoption by the AGM resolutions under items 4, 5, 6, 7, 9, 10 and 11, and the Supervisory Board proposes for adoption by the AGM resolution under item 8 and 12 of the Agenda, as follows:
ZAGREBAČKA BURZA d.d. | Ivana Lučića 2a/22 | Zagreb | www.zse.hr | T. +385 1 4686 800 | F. + 385 1 4677 680 Trgovački sud u Zagrebu | MBS 080034217 | OIB 84368186611 Raiffeisenbank Austria d.d. Zagreb IBAN: HR8324840081100277421 Erste&Steiermarkische bank d.d. IBAN: HR3624020061100517924 Privredna banka Zagreb d.d. IBAN: HR8623400091110306562 PREDSJEDNIK NADZORNOG ODBORA: Matko Maravić | PREDSJEDNICA UPRAVE Ivana Gažić | ČLAN UPRAVE Tomislav Gračan TEMELJNI KAPITAL 46.357.000,00 HRK u cijelosti uplaćen | 4.635.700 | 10,00 HRK


The Resolution on the use of 2021 profits has been adopted as follows:
I.
It is established that the Company made a net profit of HRK 873,255.00 in the financial year ending 31/12/2021.
II.
The amount of net profit referred to in point I of this Resolution shall be used for the coverage of losses carried forward from the previous period.
III.
This Resolution shall enter into force on the day of its adoption.
Resolution approving the 2021 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members has been adopted as follows:
I.
The audited Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members for the financial year 2021 has been approved, together with the Auditor's Report as an integral part of the Remuneration Report.
II.
This Resolution shall enter into force on the day of its adoption.
The Resolution granting discharge to members of the Exchange Supervisory Board for 2021 has been adopted as follows:
I.
Having established that the Exchange Supervisory Board discharged its function in accordance with the law and Articles of Association of the Exchange, discharge for the year 2021 has been granted to members of the Exchange Supervisory Board:


II. This Resolution shall enter into force on the day of its adoption.
The Resolution granting discharge to members of the Exchange Management Board for 2021 has been adopted as follows:
I.
Having established that the Management Board managed the Exchange in accordance with the law and Articles of Association of the Exchange, discharge has been granted to Management Board members for conducting its affairs in 2021.
II.
This Resolution shall enter into force on the day of its adoption.
The Resolution appointing the auditors of the Exchange for 2022 has been adopted as follows:
I.
PricewaterhouseCoopers d.o.o. audit company of Ulica Vjekoslava Heinzela 70, 10000 Zagreb, has been appointed to undertake the audit of the financial statements of the Zagreb Stock Exchange, Inc. and the audit of the consolidated financial statements of the Zagreb Stock Exchange Group, Inc. for 2022.
II.
This Resolution shall enter into force on the day of its adoption.
A Resolution to reduce share capital in a regular procedure has been adopted as follows:


I.
The share capital of the Company shall be reduced:
II.
The share capital of the Company shall be reduced in a regular procedure for the purpose of transferring HRK 23,178,500.00 (twenty-three million one hundred and seventy-eight thousand five hundred kuna) to other reserves of the Company.
III.
By undertaking the share capital reduction in a regular procedure under point I. of this Resolution, the nominal value per share shall be reduced to the amount which is lower than the minimum nominal amount permitted under Article 163(2) of the Companies Act. Hence, the share capital shall be reduced in a regular procedure through a consolidation of shares (reverse split), in accordance with Article 342(4) of the Companies Act. The shares shall be consolidated at a ratio of 2:1 by issuing to each shareholder 1 (in words: one) new ordinary registered share with a nominal value of HRK 10.00 (ten kuna) (hereinafter: New Shares) for 2 (in words: two) shares outstanding.
IV.
The capital reduction through share consolidation shall be conducted as a corporate action under this Resolution and in accordance with the Rules and Instruction of the CENTRAL DEPOSITARY AND CLEARING COMPANY, Inc. of Heinzelova 62a, Zagreb (City of Zagreb), ID No (OIB): 64406809162 (hereinafter: the CDCC). The costs of said corporate action shall be borne by the Company.
V.
Any shareholders of the Company not having the necessary number of shares (a multiple of 2) in their accounts on the day of the proposed share capital reduction to obtain an integer of New Shares under the calculation of share consolidation by applying the consolidation ratio referred to under point III of this Resolution shall have the number of shares held in their dematerialised (book entry) securities account reduced to the first lower number of shares (multiple of 2 or to 0), with a compensation for the reduced number of shares or parts of New Shares to be calculated and paid out to them, in accordance with the CDCC Instruction. The compensation for the reduced number of shares or parts of the New Shares shall be determined based on the Company's average share price on the regulated market to be calculated as a weighted average of all share prices on the regulated market in the last three months preceding the publication of the notice of the Annual General Meeting (AGM) invitation with the proposal of this Resolution in the Company's bulletin.


The reduction of the Company's share capital shall be deemed completed on the day of the entry of this Resolution in the Court Register of the Commercial Court in Zagreb.
VII.
The Company's Management Board shall be responsible for undertaking any legal action necessary to implement this Resolution, including the corporate action of capital reduction through share consolidation, in accordance with the Rules and CDCC Instruction.
A Resolution amending the Articles of Association of the Company has been adopted as follows:
Article 4 of the Articles is amended as follows:
'The share capital of the Company shall be HRK 23,178,500.00 (twenty-three million one hundred and seventyeight thousand five hundred kuna).'
I.
II. In Article 5(1) of the Articles, the first sentence is amended as follows: 'The share capital of the Company shall be divided in 2,317,850 (two million three hundred and seventeen thousand eight hundred and fifty) ordinary registered shares.'
III. Other provisions of the Articles of Association shall remain unchanged.
IV.
This Resolution shall enter into force on the day of their entry in the Court Register of the Commercial Court in Zagreb
V.
The Supervisory Board is authorised to define the consolidated text of the Articles of Association.
A Resolution authorising the Management Board of the Company to acquire Company shares has been adopted as follows:

I.

The Management Board of the Company is hereby authorised to acquire Company shares (own shares) for the account of the Company under the terms laid down in this Resolution over a period of 5 (five) years from the day of adoption of this Resolution.
II. In acquiring and disposing of own shares, the Management Board shall be authorised to deviate from the provisions of Article 211 and Article 308(3) and (4) of the Companies Act.
III. The maximum price at which the Management Board may acquire own shares under this Resolution must not exceed by more than 5% or fall by more than 15% below the average per share market price on the preceding trading day.
Own shares acquired under this Resolution, together with those already held by the Company, must not account for more than 10% (ten percent) of the Company's share capital.
IV.
V.
The Management Board is authorised to dispose of own shares of the Company in accordance with the provisions of the Companies Act and other applicable regulations.
VI.
The Management Board is authorised to withdraw own shares while reducing the share capital of the Company without requiring a specific Resolution of the AGM for it.
VII.
This Resolution shall enter into force on the day of its adoption.
A Resolution approving the Remuneration policy for Zagreb Stock Exchange, Inc. Management Board Members has been adopted as follows:

I.

The Remuneration policy for Zagreb Stock Exchange, Inc. Management Board Members has been approved with the text as defined by the Supervisory Board of the Zagreb Stock Exchange, Inc.
II.
The Remuneration policy for Zagreb Stock Exchange, Inc. Management Board Members shall enter into force on the day of its approval by the Shareholder Assembly at the AGM.
III. This Resolution shall enter into force on the day of its adoption.
In accordance with the obligation referred to in the provision of Article 263(3) of the Companies Act, the Company notifies its shareholders that the Supervisory Board has undertaken supervision of the conduct of Company affairs in the financial year 2021. The Supervisory Board Report on supervision of the conduct of Company affairs in the financial year 2021 will be presented to the AGM. There is no AGM resolution to be adopted under this item of the Agenda.
In accordance with the obligation referred to in the provision of Article 280a(1)(2) of the Companies Act, the Company notifies its shareholders that, under the provision of Article 300d of the Companies Act and the provision of Articles 7 and 10 of the Articles of Association of the Company, the Management and the Supervisory Board have determined the Company's annual financial statements and the Group consolidated financial statements for the financial year 2021, on which the AGM adopts no resolution. These financial statements will be presented to the Company's AGM, together with the Management's Annual Report on the Position and Business Performance of the Company and the Group in the financial year 2021.
The Management and the Supervisory Board propose to the AGM to adopt a resolution allocating the entire net profit of HRK 873,255.00 for the coverage of losses carried forward from the previous period, in accordance with the provision of Article 220 of the Companies Act.


Under the provisions of Article 272r of the Companies Act, the Management and the Supervisory Board prepared a Report on remuneration paid to Management and Supervisory Board members during the previous financial year and sent it to the auditors for scrutiny in accordance with the Act. Having scrutinised 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 AGM. Please find attached an approval of the Report as the Company believes the remuneration paid to Management and Supervisory Board members to be commensurate to their commitment and tasks performed, as well as to the position and business performance of the Company.
Under the provision of Article 280(3) of the Companies Act, the Management and the Supervisory Board propose to the AGM to adopt a resolution granting discharge to members of the Company's Supervisory Board for the financial year 2021. This proposal is for the Shareholder Assembly to approve the method of Supervisory Board operation for the financial year 2021. The grant of discharge to individual members of the Supervisory Board may be put to a separate vote if so decided by the AGM or requested by the shareholders whose aggregate holdings account for at least one tenth of the Company's share capital.
Under the provision of Article 280(3) of the Companies Act, the Management and the Supervisory Board propose to the AGM to adopt a resolution granting discharge to members of the Company's Management Board for the financial year 2021. This proposal is for the Shareholder Assembly to approve the method of Management Board operation for the financial year 2021. The grant of discharge to individual members of the Management Board may be put to a separate vote, if so decided by the AGM or requested by the shareholders whose aggregate holdings account for at least one tenth of the Company's share capital.
Under the provision of Article 280(3) of the Companies Act, the Supervisory Board proposes to the AGM to adopt a resolution appointing PricewaterhouseCoopers d.o.o., 10000 Zagreb, Ulica Vjekoslava Heinzela 70, auditors of the Company for the financial year 2022.
Pursuant to the provision of Article 280(3) of the Companies Act, the Management and the Supervisory Board propose to the AGM to adopt a resolution by which, under the provisions of Article 342 of the Companies Act, the share capital of the Exchange is to be reduced in a regular procedure from HRK 46,357,000.00 (forty-six million three hundred and fifty-seven thousand kuna) by HRK 23,178,500.00 (twenty-three million one hundred and seventy-eight thousand five hundred kuna) to HRK 23,178,500.00 (twenty-three million one hundred and seventyeight thousand five hundred kuna) for the purpose of transferring the amount of HRK 23,178,500.00 (twenty-


three million one hundred and seventy-eight thousand five hundred kuna) to other reserves of the Company. Given that, by undertaking the share capital reduction in a regular procedure in the manner described hereinabove, the nominal value per share would be reduced to the amount which is lower than the minimum nominal amount permitted under Article 163(2) of the Companies Act, the share capital is proposed to be reduced in a regular procedure through a consolidation of shares (reverse split), in accordance with Article 342(4) of the Companies Act, at a ratio of 2:1 by issuing to each shareholder 1 (in words: one) new ordinary registered share with a nominal value of HRK 10.00 (ten kuna) (hereinafter: New Shares) for 2 (in words: two) shares outstanding by carrying out a corporate action in accordance with the Rules and Instruction of the CENTRAL DEPOSITARY AND CLEARING COMPANY, Inc.
Pursuant to the provision of Article 280(3) of the Companies Act, the Management Board and the Supervisory Board propose to the Shareholder Assembly to adopt a resolution amending the Articles of Association of the Company by stating the amount of share capital at HRK 23,178,500.00 (twenty-three million one hundred and seventy-eight thousand five hundred kuna).
Pursuant to the provision of Article 280(3) of the Companies Act, the Management Board and the Supervisory Board propose to the Shareholder Assembly to adopt a resolution authorising the Management Board of the Company to acquire own shares, in accordance with the provisions of Article 233 of the Companies Act, over a period of 5 (five) years from the day of adoption of this Resolution, where the maximum price at which the Management Board may acquire own shares must not exceed by more than 5% or fall by more than 15% below the average per share market price on the preceding trading day.
Pursuant to the provision of Article 280(3) of the Companies Act, the Supervisory Board proposes to the Shareholder Assembly to adopt a resolution approving the Remuneration policy for the members of the Company's Management Board with the text as defined by the Supervisory Board.


Natural person as proxy


Legal person as proxy




Management Board of the Zagreb Stock Exchange, Inc. Ivana Gažić Tomislav Gračan President of the Management Board Member of the Management Board

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