Ad 4) Resolution to Allocate Income for 2015
Based on the audited and adopted annual financial statements of the Company, the net income for 2015 is HRK 31,149,869.81.
The Company hereby allocates its income specified in point 1 in the amount of HRK 31,149,869.81 to the absorption of the loss carried forward from earlier years.
Ad 5) Resolution to Give Clearance to the Management Board
Point 1
Clearance is hereby given to the Management Board members Paško Vela, Adrijana Raković, Željko Lakić, and Marko Jurković for the fiscal year 2015.
Point 2
Clearance is hereby given to the Management Board members Alen Premužak, Branimir Alujević, and Miro Leko for the fiscal year 2015.
Ad 6) Resolution to Give Clearance to the Supervisory Board
Clearance is hereby given to the Supervisory Board members Marko Lesić, Ivan Peteržilnik, Vlado Čović, Krešimir Ružđak, Hrvoje Markovinović, Mirela Tomljanović Radović, Anton Pernar, Marko Makek, and Uwe Heiland for the fiscal year 2015.
Ad 7) Resolution to Acquire Own Shares
Point 1
The Management Board is hereby authorized to acquire own shares of the Company identified as DLKV-R-A, having a nominal value of HRK 10, through one or several purchases without any further specific consent from the Supervisory Board, subject to the following:
• The Management Board may acquire Company’s own shares, including the Company’s own shares already held by the Company, provided that they do not exceed 10% (ten percent) of the Company’s share capital.
• The highest price at which own shares may be purchased may not be 10% above or 20% below the average market price of the share achieved during the preceding trading day.
• Before each acquisition, the Management Board is required to allocate the necessary reserves for own shares in accordance with the provisions of Article 220 and Article 233 of the Companies Act.
• Before each acquisition, the Management Board is required to comply with all other restrictions set forth in the Companies Act and other applicable regulations of the Republic of Croatia.
• This authorization remains valid for 5 years following the date of this Resolution.
Point 2
The Management Board is required to notify the General Meeting of such acquisition of shares and all facts relevant thereto at its next session.
Point 3
This Resolution comes into effect as of the date it is passed and will apply for as long as the authorities given by this Resolution are valid.
Ad 8) Resolution to Appoint the Company’s Auditor
Point 1
The auditing company Baker Tilly is hereby appointed the Company’s business auditor for 2016.
Point 2
This Resolution comes into effect as of the closing of the General Meeting.
Ad 9) Resolution to Amend the Articles of Association
Article 1
Article 23 is hereby amended to read as follows: “The Management Board shall have up to 6 (six) members.”
Article 2
In Article 49, paragraph 6, the words: “in the Official Gazette” are hereby replaced by the words: “according to the applicable legislation.”
Article 3
Article 66, paragraph 1 is hereby amended to read as follows:
„(1) If it is defined by the law or the Articles of Association that Company’s information and communications are to be published, they shall be published as required under the applicable legislation, as well as on the Company’s website.”
Article 4
All other Articles remain unchanged and in effect.
Article 5
These amendments to the Articles of Association come into effect as of the date they are registered in the Court Registry of the Commercial Court in Zagreb.
Article 6
The Management Board is required to submit the registration application to the Court Registry of the Commercial Court in Zagreb.
Article 7
A consolidated text of the Company’s Articles of Association will be prepared on the basis of these amendments. The consolidated text will be prepared by the Supervisory Board.