Invitation - 38th General Assembly of CROATIA osiguranje d. d.

Pursuant to the provision of Article 277, paragraph 2 of the Companies Act (Official Gazette 111/93, 118/03, 107/07, 146/08, 137/09, 152/11 and 111/12) and Article 33 of the Articles of Association of CROATIA osiguranje d.d., the Management Board of CROATIA osiguranje d.d passed, at its 37th meeting held on 2 May 2013, the Decision on convocation of the 38th General Assembly, no. UP-04/SPP/2013 and hereby invites the shareholders to the  38th General Assembly of CROATIA osiguranje d.d. to be held on 27 June 2013 at 11:00 hours at the Company’s seat in Zagreb, Miramarska 22

I.     The following agenda is determined for the 38th General Assembly:

1. Annual Report on the Status of CROATIA osiguranje d.d. and Consolidated Annual Report of CROATIA osiguranje d.d.

2. The Supervisory Board’s Report on the Performed Supervision of Business Operations Management of the Company for the year 2012

3. Annual financial statements of CROATIA osiguranje d.d. for 2012 and consolidated annual financial statements of CROATIA osiguranje d.d. for 2012, jointly approved by the Management Board and the Supervisory Board of CROATIA osiguranje d.d. and related thereto

· a.    Decision on profit utilization for the year 2012

· b.    Decision on granting discharge to the members of the Management Board of CROATIA osiguranje d.d.

· c.    Decision on granting discharge to the members the Supervisory Board of CROATIA osiguranje d.d.

4. Decision on appointment of the Company’s Auditor for the year 2013

II.     PROPOSALS OF DECISIONS OF THE GENERAL ASSEMBLY

Ad.3. The Management Board and the Supervisory Board of the Company have approved the annual financial statements and reports for the year 2012 and propose to the General Assembly to pass the following decisions:

Ad.3.a. Decision on profit utilization for the year 2012

Pursuant to the provision of Article 275, paragraph 1, item 2 of the Companies Act (Official Gazette 111/93, 118/03, 107/07, 146/08, 137/09, 152/11 and 111/12) and Article 32 of the Articles of Association of CROATIA osiguranje d.d., the 38th General Assembly of CROATIA osiguranje d.d., held on 27 June 2013, passed the following

DECISION

on profit utilization for the year 2012

I

Pursuant to the financial statements for the year 2012, CROATIA osiguranje d.d. has realized the following results for life and non-life line of business:      

Total revenue

 

HRK 2,796,057,421.75

Total expenses

 

HRK 2,655,713,578.15

Profit before tax

 

HRK    140,343,843.60

Profit tax

 

HRK      21,918,782.16

Profit after tax

 

HRK   118,425,061.44

II

The realized profit of CROATIA osiguranje d.d. shall be used as follows:

 

 

 

1. Statutory reserves

 

HRK 29,606,265.36

2. Dividend on preferred stock

 

HRK      980,000.00

3. Retained profit

 

HRK 87,838,796.08

III

The dividend on preferred stock amounts to HRK 112.00 per share. The dividend payment becomes due on the 30th day from the day this Decision is passed.

IV

This Decision enters into force on the day it is passed.

Ad.3.b. Decision on granting discharge to the members of the Management Board of CROATIA osiguranje d.d. 

Pursuant to the provisions of Article 275, paragraph 1, item 3 and Article 276 of the Companies Act (Official Gazette 111/93, 118/03, 107/07, 146/08, 137/09, 152/11 and 111/12) and Article 32 of the Articles of Association of CROATIA osiguranje d.d., the 38th General Assembly of CROATIA osiguranje d.d., held on 27 June 2013, passed the following 

D  E C I S I O N

on granting discharge to the members of the Management Board

of CROATIA osiguranje d.d.

I

It is acknowledged that Zdravko Zrinušić was the Chairman of the Management Board of CROATIA osiguranje d.d. in the year 2012, in the period from 1 January 2012 to 30 August 2012.

The 38th General Assembly gives approval of work and grants discharge to the Chairman of the Management Board of CROATIA osiguranje d.d. Zdravko Zrinušić, for the period from 1 January 2012 to 30 August 2012.

II

It is acknowledged that Silvana Ivančić was a Member of the Management Board of CROATIA osiguranje d.d. in the year 2012, in the period from 1 January 2012 to 30 August 2012. 

The 38th General Assembly gives approval of work and grants discharge to the Member of the Management Board of CROATIA osiguranje d.d. Silvana Ivančić, for the period from 1 January 2012 to 30 August 2012. 

III

It is acknowledged that the term of Krešimir Starčević, Chairman of the Management Board of CROATIA osiguranje d.d., started on 30 August 2012.

The 38th General Assembly gives approval of work and grants discharge to the Chairman of the Management Board of CROATIA osiguranje d.d. Krešimir Starčević, for the period from 30 August 2012 to 31 December 2012.

IV

It is acknowledged that the term of Ivan Fabijančić, a Member of the Management Board of CROATIA osiguranje d.d., started on 30 August 2012.

The 38th General Assembly gives approval of work and grants discharge to the member of the Management Board of CROATIA osiguranje d.d. Ivan Fabijančić, for the period from 30 August 2012 to 31 December 2012.

Ad.3.c. Decision on granting discharge to the members of the Supervisory Board of CROATIA osiguranje d.d.

Pursuant to the provision of Article 275, paragraph 1, item 3 and Article 276 of the Companies Act (Official Gazette 111/93, 118/03, 107/07, 146/08, 137/09, 152/11 and 111/12) and Article 32 of the Articles of Association of CROATIA osiguranje d.d., the 38th General Assembly of CROATIA osiguranje d.d., held on 27 June 2013, passed the following

D  E C I S I O N

on granting discharge to the members of the Supervisory Board of CROATIA osiguranje d.d. 

I

It is determined that in the period from 1 January 2012 to 20 January 2012, the Supervisory Board of CROTIA osiguranje d.d. consisted of: 

                                              Nikola Mijatović, Chairman,

                                              Nataša Duspara, Deputy Chairwoman,

                                              Dr. Gzim Redžepi,

                                              Ante Obuljen,

                                              Josip Zaher.                                             

It is determined that in the period from 20 January 2012 to 27 April 2012, the Supervisory Board of CROTIA osiguranje d.d. consisted of:                               

                                              Nikola Mijatović, Chairman,

                                              Nataša Duspara, Deputy Chairwoman,

                                              Dr. Gzim Redžepi,

                                              Ante Obuljen,

                                              Josip Zaher,

                                              Miroslav Hrašćanec.

It is determined that in the period from 27 April 2012 to 15 June 2012, the Supervisory Board of CROTIA osiguranje d.d. consisted of:

                                              Ante Obuljen, Chairman,

                                              Nataša Duspara, Deputy Chairwoman,

                                              Dr. Gzim Redžepi,

                                              Nikola Mijatović,

                                              Josip Zaher,

                                              Miroslav Hrašćanec.

It is determined that in the period from 15 June 2012 to 31 December 2012, the Supervisory Board of CROTIA osiguranje d.d. consisted of:

                                               Mladen Blažević, Chairman,

                                               Vesna Trnokop - Tanta, Deputy Chairwoman,

                                               Miroslav Hrašćanec,

                                               prof. Josip Tica, PhD

                                               Đurđa Hunjet,

                                               prof. Petar Miladin, PhD

II

The 38th General Assembly gives approval of work and grants discharge to the members of the Supervisory Board of CROATIA osiguranje d.d.

Ad.4. Decision on appointment of the Company’s Auditor

Proposal of the Decision was determined by the Supervisory Board of CROATIA osiguranje d.d.

Pursuant to the provision of Article 275, paragraph 1, item 4 of the Companies Act (Official Gazette 111/93, 118/03, 107/07, 146/08, 137/09, 152/11 and 111/12) and Article 32 of the Articles of Association of CROATIA osiguranje d.d., the 38th General Assembly of CROATIA osiguranje d.d., held on 27 June 2013, passed the following

D  E C I S I O N

on appointment of the Auditor of CROATIA osiguranje d.d. for the year 2013

BDO CROATIA, limited liability company for auditing, consulting and accounting services, Trg John Fitzgerald Kennedy 6/b, Zagreb, is appointed as the Auditor of CROATIA osiguranje d.d. for the year 2013.

III NOTICE TO THE SHAREHOLDERS AND INSTRUCTIONS FOR PARTICIPATION AND EXERCISING VOTING RIGHTS 

APPLICATION

Shareholders who want to participate in the General Assembly are obliged to apply for participation in writing. The application is submitted directly at the Company’s seat or sent by registered mail to the following address: CROATIA osiguranje d.d., Generalna direkcija, Sektor za pravne poslove, Miramarska 22, 10000 Zagreb (with the wording: Application for General Assembly), six days prior to the General Assembly being held. The said deadline of 6 days does not include the day the application is received, or the day of the General Assembly session, i.e. the right to participate and vote is granted to those shareholders whose application is received at the above stated address on 20 June 2013 at the latest, and who are registered as shareholders of CROATIA osiguranje d.d. with the Central Depository and Clearing Company (CDCC) on that same day.

If the shareholder is a legal person, the application form shall be certified by its usual seal and signed by an authorized person, with the excerpt from the court register enclosed. If the shareholder is a natural person, the application form shall be signed by him/her personally. The application form is available at the Company’s website www.crosig.hr

POWER OF ATTORNEY

A shareholder fills in the ballot paper/power of attorney by writing down the correct name/company name of a legal person, its seat, personal identification number (OIB) and the account number with CDCC, or the correct name and family name of a natural person, their address, personal identification number (OIB) and the account number with CDCC. When the shareholder is represented by a proxy, the power of attorney form should contain the following data written in capital letters: name and family name of the proxy, as well s his/her residence/address. If a shareholder is a legal person, the power of attorney shall be certified by its usual seal and signed by an authorized person, with the excerpt from the court register enclosed, too. If a shareholder is a natural person, the power of attorney shall be signed either in the presence of an authorized employee of the Legal Department at the Head Office of CROATIA osiguranje d.d. prior to the General Assembly, or the signature has to be certified by a Notary Public. The filled in ballot paper/power of attorney should be sent together with the application for participation in the General Assembly. The ballot paper/power of attorney form, with detailed explanations on how it should be filled in, is available at the Company’s website www.crosig.hr. The proof of appointment of a proxy (a scan of the signed power of attorney) may also be sent by e-mail to: gs@crosig.hr, whereas the original should be submitted to the authorized employees of the Company on the day of the General Assembly. 

MATERIALS FOR GENERAL ASSEMBLY

This invitation accompanied by the application form, ballot paper, power of attorney form and all the materials for the 38th General Assembly are made available to the shareholders at the Company’s website www.crosig.hr from the day on which the invitation is published in the Official Gazette. All the materials for the 38th General Assembly of CROATIA osiguranje d.d. are also available at the Legal Department in the Head Office of the Company, in Zagreb.

PROPOSING NEW AGENDA ITEMS

The shareholders who together hold a twentieth part of the share capital of the Company have the right to request that an additional item be included in the agenda of the General Assembly, and while doing so, the new agenda item should be accompanied by an explanation and respective decision proposal. Such request has to be received by the Company at least 30 days prior to the day the General Assembly takes place. This deadline does not include the day the request is received by the Company.

SHAREHOLDERS’ COUNTERPROPOSALS

Shareholders’ counterproposals to the proposals submitted by the Management Board, relating to a particular agenda item, submitted by shareholders together with the names and surnames of the shareholders and an explanation, as well as the shareholders’ proposals regarding the election of the Supervisory Board members or appointment of the Company auditor, without an explanation, have to be received at least 14 days prior to the day the General Assembly takes place. The date such counterproposals are received by the Company is not included in this 14 day deadline. In case the shareholder does not exercise this right, he/she shall still be entitled to make counterproposals at the General Assembly.

RIGHT TO INFORMATION

At the General Assembly, the Management Board is obliged to provide information about the Company operations to any shareholder at his/her request, in case this information is necessary to judge the issues included in the agenda. However, such information may be withheld due to the reasons defined in the Companies Act.

GENERAL INFORMATION TO THE SHAREHOLDERS

CROATIA osiguranje d.d. informs the shareholders that at the moment of convocation of the 38th General Assembly the share capital of CROATIA osiguranje d.d. is divided in 316,348 shares, of which 307,598 shares make up the common stock, whereas the preferred stock is represented by 8,750 shares, each share entitling to one vote. 

Pursuant to Article 277, paragraph 4, item 4 of the Companies Act, CROATIA osiguranje d.d. informs the shareholders that all information pursuant to Article 280a of the Companies Act is available at the Company’s website www.crosig.hr.

The participants are invited to come to the General Assembly one hour prior to its scheduled beginning, for the purpose of enabling for the list of participants in the General Assembly to be made in a timely manner.

Pursuant to the Articles of Association of CROATIA osiguranje d.d., the General Assembly cannot pass valid decisions unless attended by the shareholders representing more than half of the share capital of the Company. If case the quorum is not met, pursuant to the provision of Article 36, paragraph 2 of the Articles of Association of CROATIA osiguranje d.d., the next General Assembly shall be held on 28 June 2013, at 11:00 hours, with the same agenda and at the same venue, and this General Assembly shall be able to pass valid decisions notwithstanding the amount of the share capital represented. Given powers of attorney will be valid for this General Assembly as well.