AGM Information • Apr 29, 2025
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, 29 April 2025
Following the Invitation to the General Meeting of the Zagreb Stock Exchange, Inc. (hereinafter: the Company) with its registered office in Zagreb, Ivana Lučića 2a/22, VAT ID No. (OIB): 84368186611, announced on April 28, 2025, in which certain errors were identified, the Company hereby informs that the Invitation to the General Assembly is being amended, with the following sections corrected:


The rest of the text of the Invitation to the General Meeting of the Company convened for June 16, 2025 remains unchanged.
Following the aforementioned, for the sake of clarity, the text of the revised Invitation to the General Meeting of the Company is submitted in its entirety as an attachment to this correction notice.
Accompanying materials on the items on the General Meeting agenda are available on the Company's website: https://zse.hr/en/poziv-na-glavnu-skupstinu-drustva-zagrebacka-burza-d-d-3112/3110
Ivana Gažić
Yours sincerely,
President of the Management Board



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, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24) and provisions of Article 7 of the Articles of Association, on 28 April 2025 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
to be held at the Company's registered office in Zagreb, Ivana Lučića 2a, 22nd floor on 16 June 2025, beginning at 12:00 hours
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, 8 and 9, and the Supervisory Board proposes for adoption by the AGM resolutions under items 9 and 10 of the Agenda, as follows:


The Resolution on the use of 2024 profits is adopted to read as follows:
It is established that the Company made a net profit after tax of EUR 38,461.00 in the financial year ending 31/12/2024.
1.
11.
The net profit generated by the Exchange after tax referred to in Article of this Resolution shall be allocated to retained earnings.
111.
This Resolution shall enter into force on the day of its adoption.
The Resolution on dividend payments is adopted to read as follows:
The dividend will be paid from the retained profit of previous years in the total amount of EUR 127,481.75.
11.
The dividend referred to in Article II, point 1 of this Resolution shall shareholders that are registered as shareholders at the Central Depository and Clearing Company Inc. on 19th June 2025 (record date). The date on which the Company shares will be traded without the right to dividend payments shall be 18th June 2025 (ex date). The claim for dividend payments shall become due on 26th June 2025 (payment date).
The amount of dividend paid in accordance with Article II, point 1 of this Resolution shall depend on the number of shares owned by the shareholders registered with the Central Depository and Clearing Company Inc. and will be reduced by the dividend per own shares.


Resolution approving the 2024 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members is adopted to read as follows:
1.
The audited Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members for the financial year 2024 has been approved, together with the Auditor's Report as an integral part of the Remuneration Report.
11.
This Resolution shall enter into force on the day of its adoption.
The Resolution granting discharge to members of the Exchange Supervisory Board for 2024 is adopted to read as follows:
1.
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 2024 has been granted to members of the Exchange Supervisory Board:
b) in the following composition: Vedrana Jelušić Kašić for the period between 25 February 2024 and 31 December 2024.
This Resolution shall enter into force on the day of its adoption.


The Resolution granting discharge to members of the Exchange Management Board for 2024 has been adopted as follows:
1.
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 2024.
11.
This Resolution shall enter into force on the day of its adoption.
A Resolution on the suitability of members of the Exchange Supervisory Board is adopted to read as follows:
1.
A regular annual assessment of suitability to perform the function of Exchange Supervisory Board member has found Bente Avnung Landsnes, Matko Maravić, Tomislav Jakšić, Silvije Orsag, Dražen Čović, Vedrana Jelušić Kašić and Ivan Sardelić to be suitable to perform the function of member of the Exchange Supervisory Board
11.
Members of the Supervisory Board were found to possess collectively the expertise, competences and experience necessary to independently and autonomously supervise the affairs of the Exchange while understanding the operations and key risks of trading venues managed by the Exchange, including the ability of the Supervisory Board to collectively, effectively challenge and monitor decisions made by the Exchange Management Board.
111.
This Resolution shall enter into force on the day of its adoption.
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 TEMELINI KAPITAL 3.076.315,00 EUR u cijelosti uplaćen | 2.317.850 | dionice bez nominalnog iznosa


A Resolution on the remuneration of members of the Exchange Supervisory Board is adopted to read as follows:
1.
This Resolution is based on the principle of attracting, motivating highly qualified professionals with a view to promoting efficient supervisory function, in accordance with a sustainable longterm strategy of the Exchange to the benefit of all its stakeholders. In determining the remuneration model, various external and internal factors such as economic conditions, the status and circumstances of the Exchange, prevailing practices of relevant regional and local industry players, as well as the policies on salary and compensations applied within the Exchange Group, have been taken into account.
11.
Each member of the Supervisory Board is entitled to a net monthly remuneration for their work of EUR 200.00 (two hundred euro). That remuneration includes no variable element.
Members of the Supervisory Board who serve on a Supervisory Board sub-committee at the are not entitled to additional remuneration for participation in the respective sub-committee.
Supervisory Board members who, in accordance with the internal procedures of the entities they represent, are not authorized to receive remuneration for serving on the supervisory boards of other entities, shall not be entitled to receive the monthly remuneration for their work referred to in paragraph 1 of this Article of the Decision.
111.
Remuneration referred to in Article II of this Resolution is payable once a year for the preceding year after the annual financial statements of the Exchange have been defined, provided that the Exchange generates a net profit for the year which is equal or higher than the amount of EUR 100,000.00 (one hundred thousand euro). The Exchange shall pay the remuneration not later than 30 days from the receipt of declaration of the statutory auditor on the completed audit of the financial statement in question.
A part of the remuneration may be paid through the Exchange share scheme, with a retention period of at least 1 (one) year from the date of share transfer to the account of a Supervisory Board member, with the effect of long-term stimulation and increasing shareholders' confidence in the Exchange's shares, aiming to contribute to the strategic development of the Exchange.
IV
Where the term of office of a Supervisory Board member ends earlier, remuneration will be calculated and paid according to the actual time in office, in accordance with the conditions set forth in Article III of this


Resolution, with the vesting period ending at the end of the last month in office of the Supervisory Board member.
V.
Members of the Supervisory Board are not entitled to severance or additional payments by the Exchange or its affiliated companies.
VI.
The implementation of this Resolution at the annual level shall be monitored by the Supervisory Board, with support of the Remuneration Committee. If the Supervisory Board considers an amendment to this Resolution, it shall submit a reasoned proposal to the Annual General Meeting (AGM), in accordance with applicable legal provisions. Where the AGM does not approve the proposed amendment, the Exchange shall continue to pay remuneration to members of the Supervisory Board in accordance with this Resolution.
VII.
This Resolution shall enter into force on the day of its adoption and applies to remuneration that members of the Supervisory Board shall obtain for the year 2025.
The Resolution appointing the auditors of the Exchange for 2025 is adopted to read as follows:
1.
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 2025.
11.
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 2024. The Supervisory Board Report on supervision of the conduct of Company affairs in the financial year 2024 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 Management and the Supervisory Board have determined the Company's annual financial statements and the Group consolidated financial statements for the financial year 2024, 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 2024.
The Management and the Supervisory Board propose to the AGM to adopt a resolution whereby the net profit for the year 2024, which the Company has realized after taxation, in the amount of EUR 38,461.00, in accordance with the provision of Article 220 of the Companies Act, will be allocated to retained earnings.
Under the provision of Article 222 of the Companies Act the Management and the Supervisory Board propose to the AGM adopt a resolution whereby for the dividend to the shareholders, in the amount of 0.055 EUR per share from the retained profit of previous years in the total amount of EUR 127,481.75. The dividend shall be paid out to all shareholders that are registered as shareholders at the Central Depository and Clearing Company Inc. on 19th June 2025 (record date). The date on which the Company shares will be traded without the right to dividend payments shall be 18th June 2025 (ex date). The claim for dividend payments shall become due on 26th June 2025 (payment date). The amount of


dividend paid shall depend on the number of shares owned by the shareholders registered with the Central Depository and Clearing Company Inc. and will be reduced by the dividend per own shares.
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 PricewaterhouseCoopers 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. An approval of the Report is proposed 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 2024. This proposal is for the Shareholder Assembly to approve the method of Supervisory Board operation for the financial year 2024. 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 2024. This proposal is for the Shareholder Assembly to approve the method of Management Board operation for the financial year 2024. 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 Capital Market Act and Article 26 of the Croatian Financial Services Supervisory Agency Ordinance on the grant of approval for the appointment of management board members, for the acquisition of a qualified and control holding and on criteria for the suitability assessment of members of the supervisory board, key function holders and senior management, the Exchange is required to undertake a procedure of suitability assessment of the nominee and at least once a year undertake a procedure of regular annual suitability assessment of Supervisory Board members to ascertain their suitability to perform the function to which they have been appointed. In accordance with that requirement, the regular


annual suitability assessment of all Supervisory Board members was undertaken to find that members of the Supervisory Board are suitable to perform the respective function. A Resolution on the suitability of Supervisory Board members, pursuant to a Management Board proposal and subject to observations of the Supervisory Board's Nomination Committee, shall be adopted by the Exchange Shareholder Assembly.
Pursuant to Article 269(3) of the Companies Act, the Supervisory Board proposes to the AGM to adopt a Resolution on the remuneration of members of the Supervisory Board for year 2025. The proposal of remuneration to members of the Supervisory Board is based on the principle of attracting, motivating and retaining highly qualified professionals with a view to promoting efficient supervisory function, in accordance with a sustainable long-term strategy of the Exchange to the benefit of all its stakeholders. In determining the remuneration model, various external and internal factors such as economic conditions, the status and circumstances of the Exchange, prevailing practices of relevant regional and local industry players, as well as the policies on salary and compensations applied within the Exchange and Exchange Group, have been taken into account. In view of the foregoing, it is proposed to the AGM to adopt a Resolution on the remuneration of members of the Exchange Supervisory Board.
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 2025.




Natural person as proxy
Legal person as proxy




shareholder, explanation and position of the Management Board if any, will be communicated to credit and financial institutions and shareholder associations which voted on behalf of shareholders at last year's AGM and will be made available to shareholders on the Exchange website (www.zse.hr), provided that the shareholder submits their counterproposal to the Exchange at its address in Ivana Lučića 2a/22, 10000 Zagreb not later than 14 (fourteen) days prior to the date of the AGM. The day on which the counterproposal is received by the Exchange is not included in the period of 14 (fourteen) days, which expires on 1 June 2025.
Shareholders are kindly asked to allow sufficient time for registration to participate in the AGM.
Management Board of the Zagreb Stock Exchange, Inc. Tomislav Gračan ina Gažić ZAGREBAČKA BURZA d.d. Zagreb



Member of the Management Board
Contact: Investor relations: Vjekoslava Lovrić +385 1 4686 806 Email: [email protected] Web: www.zse.hr

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