THIS IS INFORMATIONAL TRANSLATION OF THE AGENDA FOR THE REGULAR GENERAL ASSEMBLY OF JADRAN KAPITAL D.D.
THIS IS NOT OFFICIAL TRANSLATION
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Jadran Invest d.o.o.
Fund Management Company
Zagreb , Savska cesta 141
In the name and for the account of
Jadran Kapital d.d.
Closed end investment fund for Real property
Zagreb , Savska cesta 141
Based on article 85. of the Law on investment funds and article 277. para 2. of the Law on companies (following: law), the Charter of Jadran Kapital d.d., closed end investment fund for real property, Zagreb, Savska cesta 141 (in the following text: Fund), the Management Board of Jadran Invest d.o.o. (in the following text: Management company) the Management board of the Fund in its meeting held on May 18th 2010 reached the decision to announce the Assembly of the Fund and with publishing of this decision invites the shareholders to
REGULAR GENERAL ASSEMBLY OF
Jadran Kapital d.d.
That will be held on August 23, 2010 at 10 a.m. in the Fund's premises at the following address Savska cesta 141, 10000 Zagreb , Hrvatska .
The following agenda is suggested and announced for the Assembly together with proposed decisions:
1. Opening of the Assembly, determining the presence of shareholders and/or representatives;
2. Selection of the President of the General Assembly;
3. Annual financial reports for the Fund and consolidated annual financial reports of the Fund and its dependent companies for 2009 determined by the Management and Supervisory Board;
4. Annual report of the Management board on business and status of the Fund for 2009.;
5. Annual report for the Supervisory board of the Fund on business and supervision for 2009.;
6. Report with independent audit report prepared by Deloitte d.o.o. Zagreb, Heinzelova 33, o with annual reports for the Fund and its dependent companies for 2009.;
7. Decision to transfer 35.342,81 from reserves for treasury shares to capital reserves;
8. Decision to cover losses from 2009;
9. Decision to approve clearance to the Management board members for 2009;
10. Decision to approve clearance to the Supervisory board for 2009;
11. Decision on the change of the company
12. Decision to change the business activities
13. Decision to accept the new Charter
14. Decision to recall the Supervisory Board members
a) due to the mandate expiration
b) due to the company statutory changes
15. Decision on selection of the Supervisory Board Members
16. Decision on the compensation for the Supervisory Board Members
17. Decision to cancel the Contract on Fund management signed between the Management of the company Jadran Invest d.o.o. and Supervisory Board of the Fund and all its amendments.
18. Decision on cancellation of the Contract with the depositary bank
19. Decision on the change of the Fund members
20. Decision to select the independent auditor for the Fund for 2010 and determining the price of the audit;
21. Decision to extend the mandate to the Supervisory board members in case the suggested decisions under paras 11, 12 and 13 are not accepted
DECISION SUGGESTIONS:
The Management and Supervisory board of the Fund suggest to the General Assembly to each the decisions in paras 7., 8., 9., 11., 12., 13., 14., 15., 16., 17., 18., 19., 21, and Supervisory board suggests to the General Assembly the decision under para 10., 20.
Ad 3. Annual financial reports are noted for Fund and its dependent companies as reached by the Management and Supervisory board for 2009.
Ad 4. Annual report of the Management boar on business and status of the Fund by the Management boar for 2009 is accepted.
Ad 5. Report of the Supervisory board for 2009 is noted and accepted.
Ad 6. Auditor's report prepared by Deloitte d.o.o. Zagreb , Heinzelova 33, o with financial reports for the Fund and consolidated reports for the Fund and group for 2009 is accepted.
Ad 7. The decision to change part of the reserves for treasury shares to retained earnings is accepted.
Ad 8. Based on the suggestion of the Management board and Supervisory board to cover loses from 2009. as follows:
- Total loss of the Fund in 2009. in the amount of 3.514.200,34 will be covered as follows: 1.442.011,91 kn from accumulated profits from previous years, remaining loss in the amount of 2.072.188,43 kn will be covered in next periods.
Ad 9. Based on the suggestion from the Management and Supervisory board the Decision to provide clearance for the Management board for 2009 is provided to:
1. Mirna Doroteja Zimic, President
2. Blanka Pirša, Member
Ad 10. Based on the suggestion from the Supervisory board the Decision to provide clearance for the Supervisory board for 2009 is provided to:
1. Michael Unsworth, President
2. Domagoj Miloševic, Vice president
3. Dubravko Miholic, Member
4. Marin Mrklic, Member
5. Dubravko Štimac, Member
Ad 11. The decision to change the company from present name to Jadran Kapital d.d., company for investment in real property. The short name: Jadran Kapital d.d.
Ad 12. The decision to change the business activities where the present activities is deleted and replaced with the following:
• Business with real property
• Real estate services
• Design, construction and utilization and demolition of constructions
• Construction supervision
• Services in nautical tourism, touristy services in other types of tourism,
• Business consulting
• Agricultural activity
Ad 13. Decision to accept the new Charter of the company as follows:
Pursuant the Commercial Companies Act Article 301., Paragraph 1., and Article 303., Paragraph 1. (NN number 111/93, 34/99, 118/03, 107/07, 146/08, 137/09), and the authority of the General Assembly dated 23.08.2010 following is:
The Charter of
Jadran Kaptial d.d. for real estate investment
1. GENERAL RULES
Article 1.
Jadran Kapital d.d. with the head office in Zagreb , at the address Savska cesta 141, OIB: 27599966376, was registered at the Commercial Court in Zagreb , under the registry subject number 80570593.
Article 2
This Charter determines the business activities of the company
2. CORPORATE NAME, HEAD OFFICE, AND CORPORATE SIGN
Article 3.
The Corporation will operate under the firm's full name:
Jadran Kapital d.d. for Real Estate Investment.
The Corporation will operate under the firm's abbreviated name: Jadran Kapital d.d.
For business outside the country the company will use the name: Jadran Capital PLC
Firm's name and firm's abbreviated name can be changed by the General Assembly's decision.
Company address is in Zagreb .
Management Board is located in Zagreb .
Business address is determined by the Management board.
Article 4
The Corporation has the protected corporate sign and stamp.
3. SUBJECT OF MANAGING CORPORATE BUSINESS
Article 5.
Subject of managing Corporate business are following activities:
• Business with real property
• Real estate services
• Design, construction and utilization and demolition of constructions
• Construction supervision
• Services in nautical tourism, touristy services in other types of tourism,
• Business consulting
• Agricultural activity
4. LASTING PERIOD AND THE CORPORATE CEASE
Article 6.
The Corporation is founded for an indefinite term (undefined duration), and can be ceased according the Law.
In any case of ceasing the Corporation, liquidation process should be conducted, except in case of dealing with open insolvency procedure or in case of the statutoy changes in the Corporation.
5.1. THE CORPORATE SHARE CAPITAL
Article 7.
The Corporate share capital is HRK 79.163.600,00 (say: seventyninemilliononethousansixtythreethousand six hundred Croatian Kuna).
Article 8.
The Corporate share capital may be increased, according to the Law this Charter, and by the General Assembly decision:
1. Transforming capital profit, reserves, and retention in the Corporate share capital;
2. By deposits, items, and rights, issuing new Corporate shares.
Article 9.
In the case of increasing share capital by adding up the unpaid part of profit, conditions and ways of gaining share rights in relation with the increased share capital must be defined by the General Assembly decision.
Article 10.
The General Assembly decision about increasing share capital by issuing new shares must contain:
1. the determination on increasing share capital by issuing new shares in order to collect assets for the Corporate business;
2. the increased face amount of share capital, and face amount of increased share capital;
3. the number of new shares and the face amount to be made out;
4. the regulations in the mean of participation in the Corporate profit distribution, and in the mean of The Corporate management's rights;
5. the regulations about the potential priority right and the mode to accomplish this right;
6. the mode of sending notification to interested parties for share registration and share payment;
7. the starting business year in which new shares gain the rights of participating in the Corporate profit distribution;
8. the specific or definable price of new shares will be paid;
9. the bank identification where share registration and share payment will be performed;
10. the term of share registration and share payment and the amount of the interest rate if the term of payment of registered shares is over drafted. By the General Assembly decision about issuing new shares, the type of new shares will be identified and other questions regulated by the Charter.
Article 11.
The Corporation may reduce share capital, regularly, by the simplified reducing share capital, and by the share capital withdrawal.
The decision about reducing share capital establishes the Corporate General Assembly in accordance with Article 342 para 1 of the Law on Public Companies.
5.2. THE SHARES
Article 12.
For the amount of share capital 791.636 (say: sevenhudnrednintyonethousand and sixhundred and thirty six) shares with the face amount of HRK 100,00 each.
Corporate shares are entitled to name.
Article 13.
The Central Depository and Clearing Company Inc. (further: SKDD) keeps the registered shares in the computerized Book of shares.
Conduction of the Book of shares is regulated by the SKDD rules.
SKDD is issuing confirmations connected with the Book of shares data.
Article 14.
Transmission of shares occurs at the arranged public securities market, and by concluding the transmission shares contract, or by other legal act, as well by inheritance.
Subscription of share transmission in the Book of shares may be made upon shareholder's or assign's request according to special SKDD rules.
Transmission of shares has the impact on the Corporation from the time of subscription of share transmission in the Book of shares.
5.3. THE SHAREHOLDERS
Article 15.
The shareholders acquire shareholders' status by subscribing in the Book of shares.
The shareholders' status may be proved by demonstrating the subscription in the Book of shares.
Article 16.
The shareholder should have the following rights from shares:
1. the right to participate and to vote at the General Assembly;
2. the right to a dividend;
3. the right to be informed about the Corporate business and management;
4. other rights under the Articles of Incorporation and by the decision of issuing shares.
6. INVESTMENT GOALS AND THE PORTFOLIO'S NATURE, MAIN INVESTMENT
PRINCIPLES, RESTRICTIONS AND RISKS RELATED TO THE INVESTMENTS AND THE CORPORATE ASSET STRUCTURE
Article 17.
The Corporation will invest the assets with the objective of increasing the value of the Corporate assets, and to increase the shareholders' capital appropriate to the type of investment and risks entailed therein.
The Corporation will invest the assets taking into consideration the requirements of investment security and minimization of risks, in the sole interest of the Corporate shareholders.
The risks connected with the investments and the Corporate asset structure is the following:
• instability of the real estate market;
• changes in the legal and tax frameworks;
• interest rate fluctuations;
• currency rate of exchange fluctuations;
• differences in accounting and auditing standards;
• generally higher commission on foreign transactions;
• differences in the tax system;
• changes in regulations that govern the acquisition of ownership over real estate;
• possible restrictions in the afflux of foreign capital.
The Corporation cannot influence the mentioned factors; however it can reduce the exposure to the mentioned risks by diversification of its portfolio.
7. CORPORATE ASSETS
Article 18.
Corporate assets may consist of:
1. stakes or shares in investment funds
2. stakes or shares in companies
3 . monetary market instruments
4. deposits with authorized banks
5 option or forward contracts and other financial derivatives
6. other investments in shares
7. real estates
8. cash in bank
With due respect for the principles of security, profitability, liquidity and distribution of risk, the Corporation shall invest Corporate assets as follows:
1. Real estate in the Republic of Croatia
2. Real estate in EU, OECD and neighboring countries in East Europe
3. Locally issued shares , officially listed for sale on the stock exchange in the Republic of Croatia
4. Internationally issued shares, listed on stock exchanges and other organized securities markets in EU member states and other OECD countries;
5. Stakes in open-end investment funds and shares in closed-end investment funds listed on the stock exchange in the Republic of Croatia or stock exchanges and other organized markets in EU member states and other OECD countries;
6. Treasury bonds issued by the Croatian National Bank and the Ministry of Finance of the Republic of Croatia ;
7. Cash deposits with financial institutions.
8. REAL ESTATE
Article 19.
The Corporation shall obtain real estate in the Republic of Croatia and abroad in accordance with the provisions of the Act, as follows:
• apartment and/or business buildings with pertaining land;
• land on which construction is in course;
• vacant land that according to the regulations in force can be developed by construction of
apartment or business buildings;
• agricultural land.
Other investments into real estate are:
• investments into companies that are owned or partly owned by the local self-government
units, especially in projects of development of the infrastructure;
• concessions over the real estate owned by the state or the local self-government units, with
the right of usufruct in favor of the Corporation;
• investment into shares or stakes of companies whose business activity is exclusively or
predominantly the acquisition and sale, rental, lease and management of real estate, shares or stakes of another real estate fund or other securities, derivative securities or certificates whose price is based upon real estate.
The real estate of the Corporation shall also be considered to be he right of construction (building lease) registered in favor of the Corporation in the land registry books.
Upon selection of real estate, the following criteria shall be given due consideration:
1. Investment shall be conducted so as to diversify the investment portfolio and the quality of each real estate property;
2. Real estate shall be purchased in propulsive areas showing an upward trend in property value;
3. Decisions on acquisition strategies shall be made in accordance with the existing zoning,
development and strategic plans of municipalities, cities, counties, regions and states.
9. APPRAISAL OF REAL ESTATE VALUE
Article 20.
The Corporation shall acquire real estate only if such real estate has been appraised in advance by a certified appraiser and if the price of the real estate does not exceed or only negligibly exceeds the appraised value.
10. SECURITIES
Article 21.
Securities held by the Corporation may consist of those securities officially (regularly) listed for sale on exchanges in the Republic of Croatia , or securities exchanges or other organized markets in the member states of the European Union and other countries of the OECD and CEFTA.
The collected monies of the Corporation shall not be invested in the bills of exchange of legal and natural persons.
11. CASH DEPOSITS
Article 22.
Cash deposits are assets held within banks, that have a maturity date not exceeding twelve months and that may be untied at any moment.
A maximum of 20% of the Corporation net asset value may be deposited in a single authorized bank.
12. CHANGE IN STRUCTURE AND MAJOR TRANSACTIONS
Article 23.
Purchase and sale of the Corporate assets, and other affairs over HRK 5.000.000,00 (say: five million Kuna) measured according to purchase and/or selling price shall only be implemented with the prior consent of the Corporate Supervisory Board.
13. OPTIONS AND FORWARDS
Article 24.
Options and forwards, and other financial derivatives shall be transacted exclusively for the purposes of insuring of the receivables and the Corporate assets, with due adherence to the investment principles stipulated by these Articles of Incorporation.
14. NET ASSET VALUE
Article 25.
The Corporate net asset value - NAV is the total Corporate assets decreased for the Corporate obligations.
The Corporate net asset value shall be computed once quarterly based on an appraisal of the total Corporate assets deducting Corporate obligations.
The methods employed to appraise and ascertain value shall comply with the International Financial Reporting Standards and the regulations in force in the Republic of Croatia .
15. BUSINESS YEAR, ACCOUNTING AND AUDITING
Article 26.
Each business year shall coincide with the respective calendar year commencing on 1st January and ending on 31st December.
Article 27.
The accounting operations shall be conducted in compliance with the valid legislation of the Republic of Croatia and the International Accounting Standards.
Article 28.
The authorized auditor shall verify the annual financial statements and the accounting practices of the Corporation.
The findings and assessment of the auditor on the completed audit, and the possible limitations such an opinion may entail shall be fully registered in each annual financial statement.
16. THE CORPORATE BODIES
Article 29.
The Corporate bodies are:
1. The General Assembly;
2. The Supervisory Board;
3. The Management Board.
16.1. THE GENERAL ASSEMBLY
Article 30.
The Corporate General Assembly is the body in which shareholders gain their Corporate rights.
Article 31.
The General Assembly is represented by its President who is stipulated from the Assembly's lines after the beginning of each sitting.
Article 32.
The President of the General Assembly is:
• Presiding in the General Assembly sittings;
• Signing the General Assembly records and decisions;
• Representing the General Assembly to other Corporate bodies and persons outside the
Corporation.
Article 33.
Natural person is acting independently in the General Assembly.
Business disabled person is represented by his/her legal representative or by his/her trustee.
Legal person is acting in the General Assembly through the person who is by law or by legal person's act entitled to represent.
Article 34.
The shareholder may be represented in the General Assembly by an entitled proxy. Proxy has to prove the shareholder's status of issuer's authorization.
Shareholder, share lender may be represented by his/her proxy according to the written authorization. The authorization for representing shareholders - for legal persons is signing the entitled proxy.
Every authorization consists of:
1. Issuer's authorization imprint;
2. Corporate imprint;
3. Specific authorization for acting and voting in the name of the shareholder.
The authorization may be issued for representing on one or more General Assemblies. In the case if on the authorization is not specified the number of sittings to represent, the authorization is valid until the written recall.
The Corporation keeps a special record of issued authorizations, along with their inevitable deposit.
Article 35.
The General Assembly decides upon questions defined by the Act and by the Articles of Incorporation, specifically:
• Establishes the Charter, its changes and amendments;
• Establishes the Corporate development program;
• Decides about increasing and decreasing the share capital;
• Decides upon the type of the issuing Corporate share, rights related to issuing shares and
share withdrawal;
• Decides on distribution of profits and covering loss;
• Elects and withdraws the members of the Supervisory Board, and defines reward for their
work;
• Decides on dismissing members of the Management Board and the Supervisory Board;
• Decides on the Corporate auditor;
• Decides on the Corporate status changes;
• Decides on the Corporate termination; r
• Decides on other questions stipulated by the Law and Charter
Article 36.
At the General Assembly, resolutions shall be passed by public vote in written form or by hand, every sitting before adopting of the agenda by hand rising, the General Assembly decides upon the manner of passing of resolutions.
The status at the depository of the Central Depository and Clearing Company Inc. as at the last day of submission of notification for participation shall be deemed authoritative documentation for participation of shareholders at the General Assembly.
Article 37.
Shareholders may participate at the General Assembly, if they are inscribed in the SKDD's Book of shares and exercise their right to vote if they announce their participation not less than ten days prior to the date on which the General assembly is convened.
Along with the participation announcement, shareholder who has proper request of certain assembly's decision can present a written anti-request with the covering explanation, or insert it as an anti-request at the General Assembly.
Shareholder who his/her participation did not announced to the Management Board up to ten days prior the Assembly, has not right to participate in Assembly activities, nor has the voting right.
Article 38.
The General Assembly shall be deemed to have a quorum if votes that represent at least 3/10 (say: three tenths) of the original Corporate capital are present.
The resolutions shall be binding if shareholders who jointly account for a majority of the votes cast votes in favor.
The following decisions of the General Assembly shall require over 75% of the votes cast:
1. decisions on the Charter and its amendments,
2. decisions on increasing the Corporate share capital;
3. decisions on decreasing the Corporate share capital;
4. decisions on changing type of already issued shares
5. decisions on dismissal of member of the Supervisory Board before his/her mandate expiries
6. decisions on the Corporate status changes, and changing forms
7. decisions on treasury shares
8. decision on issuance of new shares
Article 39.
The Corporate General Assembly should meet at least once a year, at the end of the business year, according the Act, at the Corporate head office (Regular Assembly).
The General Assembly should meet on a demand, when authorized body or shareholder assembles it according to the Charter (Extraordinary Assembly).
Article 40.
The Corporate General Assembly assembles the Management Board.
The Corporate General Assembly has to be assembled on a Supervisory Board demand or on shareholders demand that make altogether at least 5% of the share capital.
The demand of assembling the General Assembly has to be in a written form and addressed to the Management Board.
Article 41.
Invitation to the General Assembly with agenda has to be announced in public organs, at the Stock Exchange web sites, at the Corporate web site.
The General Assembly cannot discuss decisions that were not properly announced.
Article 42.
The shareholders bear by themselves proper participating costs at the General Assembly. All General Assembly maintaining costs bears the Corporation.
16.2. SUPERVISORY BOARD
Article 43.
The Supervisory Board consists of three to five members.
The members of the Supervisory Board shall serve a term of four years.
The members of the Supervisory Board shall be appointed by the Corporate General Assembly, decision on elections of every single member shall be appointed by simple majority.
Article 44.
The members of the Corporate Supervisory Board shall elect from among their members a President and Deputy President who shall have all of the President's authorities in his/her absence.
Article 45.
If the membership of an individual member of the Supervisory Board ceases, the Supervisory Board shall be obliged to present a proposal for the selection of the new member.
Article 46.
The Supervisory Board conducts its work at sittings.
The Supervisory Board makes decisions on all matters and performs all activities foreseen by law, these Articles of Incorporation and by other laws of the Corporation.
The Supervisory Board shall be obliged to convene sittings once every quarter in general, and more frequently if needed.
Article 47.
The Supervisory Board may make blinding decisions if a majority of its members in relation to the total number of members is present at a sitting.
Each member of the Supervisory Board is entitled to one vote.
Decisions of the Supervisory Board are made by a majority of the votes of all present members (relative majority).
Voting at sittings of the Supervisory Board is public, and the Supervisory Board may decide by unanimous vote to allow voting for individual or all items on the agenda in writing by delivery of declaration on voting via fax or telegram, or e-mail, wherein such written voting is deemed equivalent to voting at sessions.
Article 48.
The Supervisory Board is the supervisory organ above the Corporate work and business, and above the Corporate organs working legitimacy.
Article 49
The Supervisory Board performs the following actions:
1. appoints and withdraws the Management Board;
2. supervises the Corporate business management;
3. reviews the annual financial reports, and determines them along with the management Board;
4. submits to the General Assembly the written supervisory report;
5. recommends to the General Assembly adoption of decisions according the Law.
The Supervisory Board may assembles the General Assembly, and whenever is needed for the Corporate benefit, is obliged to assemble the Corporate General Assembly.
16.3. THE MANAGEMENT BOARD
Article 50.
The Management Board is composed of president and one board member for the term not longer than five years with possibility of reappointment.
The Management Board is elected by the Supervisory Board.
Members of the management board represent the Corporation independently and individually. Members of the Management Board must be the Corporate employees.
At least one member of the Management board is present at the General Assembly of the Company.
Article 51.
The Management Board performs the Corporate operations on its own liability.
The Management Board performs the Corporate operations with a due diligence and conscientious manager.
The Management Board makes decisions according its own opinion, and in the Corporate interest.
Article 52.
Under performing Corporate operations, it is understood making decisions in order to realize business visions, plans and programs, activities that arise from the common objective, as well the activities inside the Corporation and for its benefit, and for protection of shares in associated Companies.
Article 53.
The Management Board performs the Corporate operations thus to ensure clear performance of all activities and competent operations from functions to the lowest organizing structures.
The decisions in the frame of performing operations (back orders, directions, guidelines and alike) are binding for employees on lower-level organizing structures.
Article 54.
The Management Board in performing Corporate operations:
1. determines rules of the Corporate business politics and attempts the business action;
2. proposes to the General Assembly the Corporate development program and takes actions for its implementation;
3. carries out general Corporate acts;
4. convenes the General Assembly;
5. determines, plans and adjusts business;
6. determines along with the Supervisory Board the Corporate financial reports;
7. performs the decisions made by the General Assembly and by the Supervisory Board;
8. performs other actions, if they are not stated by the Act, by the Articles of Incorporation, or other Corporate acts as areas of other Corporate organs.
Article 55.
The Management Board must knowingly and truly reports in writing to the Corporate Supervisory Board about all questions regarding
1. the Corporate situation and business,
2. business results and capital utilization
3. business status, including profits and status of the company
4. business that may have very important significance for the Corporate business
The Supervisory Board may request from the Management Board other reports that are important for the company business.
Article 56.
The Management Board is independent in performing its functions, bringing decisions in its authority , forming advisory, specialized and supporting bodies and teams (board, advices and alike), and in choosing partners with special authorities and responsibilities.
The Management Board submits reports to the Supervisory Board and to the General Assembly about the business politics, business profitability, business progress, incomes, and the Corporate status.
Article 57.
The Management Board is authorized to engage special advisers as individuals, or as companies, in management and leadership businesses.
Article 58.
In representing the Corporation, the Management Board has the authority to conclude agreements and other legal actions in the name and for the Corporate account, as well as to represent the Corporation before governing and other state organs, or state and selected courts, perpetuity due.
17. DISTRIBUTION OF PROFITS AND LOSS BEARING
Article 59.
According to the annual financial reports, the General Assembly brings the decision about distribution of profits.
The General Assembly may exceptionally decide not to temporarily distribute a part of the profits.
Article 60.
Net profits gained in a business year, the Corporation shall firstly use as follows:
a) covering the transferred loss from previous years;
b) legislative reserves deposit;
c) reserves for own shares deposit if the Corporation acquired them, or intends to acquire
them.
Article 61.
By the decision about distribution of profits, after settling in accordance to the previous article, a part of the profit is determined:
• for depositing in other Corporate reserves;
• for a transferable profit;
• for distributing a dividend.
The decision to distribute dividend also determines the due dates and mode of payment.
Article 62.
Dividends shall be paid to shareholders for the preceding business year based on the status of entries in the Share book as at the date of convening the General Assembly in the accounts cited in the Share book and the Central Clearing and Depository Agency.
If the General Assembly decides on payment of dividends in installments, the subsequent sale of shares of the Corporation shall have no impact on the rights of shareholders who are entered in the Share book as the date of the convening of the General Assembly at which such decision is made, to have the dividends due to them paid in full.
Article 63.
The General Assembly decides on the method of the Corporate loss bearing.
Article 64.
The Management Board of the Corporation is responsible for operations of leading accounts according to regulations, and on their base it should draw up proposals of periodic and annual financial reports, and proposals of distribution of profits according the Law and the Charter.
Article 65.
The Corporate business results should be calculated in periodic terms according the law.
18. CONFIDENTIALITY
Article 66.
The documents and data pertaining to the operations of the Corporation whose disclosure to third parties would contradict the interests of the Corporation and the shareholders of the Corporation or which are deemed trade secrets by laws and other regulations shall be deemed confidential.
Article 67.
Member of the Corporation and the Corporate bodies and persons who are employed or perform permanent or temporary tasks pursuant to special contracts shall be obliged to maintain the confidentiality of business secrets, and if they should fail to do so they shall be held liable for damages incurred due to disclosure of business secrets.
The obligation to maintain confidentiality shall not cease even after the persons specified in paragraph 1 hereof no longer have the status of a person obliged to maintain confidentiality.
Violation of the rule to maintain confidentiality shall be deemed a severe offence, and it may result in termination of employment or dismissal of the member of a Corporate body.
Article 68.
Exceptions to maintenance of confidentiality may be stipulated only by the valid laws and regulations of the Republic of Croatia when this pertains to disclosure of data and reports of the Supervising body and the competent judicial and administrative bodies of the Republic of Croatia , and the data defined in Article 67. of these Articles may be disclosed only on the basis of a court order, request of a specific Shareholder.
19. STATUS CHANGES AND THE TERMINATION OF THE CORPORATION
Article 69.
The Corporation may reshape or may have status changes by merging or joining, or any legal operation approved by the General Assembly of the Corporation.
Article 70.
The Corporation may be terminated by a decision of the General Assembly and in cases stipulated by law. The decision about the termination of the Corporate business may be established if there is no economical justifications in the Corporate business, and if the continuation of the Corporate business and achieving rights of employees may not be covered by the loss bearing, status changes or by any other proper method.
Article 71.
Decisions out of this chapter the General Assembly establishes on a competent basis determined by the Supervisory Board, made by the executive officer's proposal.
20. THE CORPORATE METHOD AND FORM OF PUBLICATION
Article 72.
The Corporate data and notices will be published publicly on the Corporate internet websites, or on the Corporate web site, as well on Stock exchanges' websites.
The Corporation shall be obliged to publish the following documents:
1. Charter, and any and all amendments thereto;
2. Stipulated reports by law;
3. Other Corporate documentation or acts which are obligatory to publish according to positive rules in force.
All listed document the Company will also publish on its web sites and Stock exchange web site.
21. THE FINAL AND TRANSIENTS PROVISIONS
Article 73.
This Charter shall enter into force as of their approval from the registration date in a court register of the competent commercial court.
Former general acts are accepted and entered into force as Corporate acts, but provisions which are in opposition with the Charter and decisions taken by the General Assembly, the Supervisory Board and the Management Board.
Article 74.
By entering of this Charter into force, the Charter of the close-end investment fund with public offering for investments into real estate Jadran Kapital from June 20, 2006 expires.
Charter is published at www.jadraninvest.hr
Ad 14. The decision to recall the Supervisory Board members as follows:
Based on the acceptance of the new Charter the following Supervisory Board Member are recalled:
a) due to the mandate expiration and new Charter:
Michael Unsworth, President
Domagoj Miloševic, member
Marin Mrklic, member
B) due to the new Charter
Dubravko Štimac, member
Dubravko Miholic, member
Ad 15. Decision on new members in accordance with the new Charter:
1. Michael Unsworth
2. Domagoj Miloševic
3. Dubravko Štimac
4. Antonio Marinovic
5. Dubravko Miholic
Ad 16. Decision on the compensation for the Supervisory Board Members as follows:
The compensation for the Supervisory Board members in gross amounts is as follows:
3.782,72 president
3.095.89 member
Ad 17. Decision to cancel the Contact on fund management services as follows:
Based on the accepted new Charter the Contract for management of Fund signed on June 31, 2006 between the Management of the company Jadran Invest d.o.o. and Supervisory board of the Fund and all its amendments are canceled.
Ad 18. Decision to cancel the Contract with the depositary bank as follows:
Based on the accepted new Charter the Contract on depositary bank services with Hrvatska Poštanska banka is canceled.
Ad 19. Decision on change of the company members:
Based on the accepted Charter Jadran Invest d.o.o. is no longer the member/founder of the company.
Ad 20. Based on the suggestion of the Supervisory Board the decision to select the company Revidicon d.o.o. as auditors for the Fund and dependent companies for 2010, and authorization to sign the contract for audit services for the business year 2010.
Ad 21. The decision to extend the mandate for the following 4 years to the following Supervisory Board members:
1. Michael Unsworth, President
2. Domagoj Miloševic, Vice president
3. Marin Mrklic, Member
4. Dubravko Miholic, member
5. Dubravko Štimac, member
Decisions in paras 11., 12., 13., 15., 17., 18. 19. i 21. will be effective after the final approval is received from the Commercial court in Zagreb .
INSTRUCTIONS FOR PARTICIPATION AND VOTING AT THE GENERAL ASSEMBLY
I.
- The right to participate at the General Assembly and realize vote right (1 share=1 vote) has:
- shareholder of the Fund who applies in writing personally or thru his/her appointee directly or thru registered letter in accordance with this Decision and instructions.
- The shareholder of the Fund with the right to participate and vote in the General Assembly is any person or entity that is registered as shareholder at the Central depositary agency d.d. (SKDD) Zagreb, until the last day available for application for participation at the Assembly.
II.
The application will be considered valid if in accordance with this Decision and instructions it is submitted directly or thru mail to the Company not later than on August 17, 2010 at 4 p.m. (seventh day before the Assembly) at the Fund's premises at the address: Jadran Invest d.o.o. (in the name and for the account of the Fund) Fund Management, Savska cesta 141, 10000 Zagreb, Croatia. In case the shareholder or his/her appointee did not submit application as instructed and on time or if the shareholder did not attach requested documents with his/her application or present the documents the latest at the time of the registration of his/her presence at the General Assembly will not have the right to participate or vote (the application and power of attorney form is part of the instructions).
- The application and power of attorney for participation and voting must be in Croatian language or if in foreign language must have the translation to Croatian by authorized court interpreter.
- For under-age shareholders or business incapable persons or partially business capable persons the application is submitted and represented by appointed guardian who has to submit with the application the original and copy of the document that certifies the guardianship status.
III.
- The application and the power of attorney for participation and voting at the General Assembly can be obtained at the Company head office or at www.jadraninvest.hr
- The shareholders can be represented by appointed persons who sign the application in the name and for the account of the shareholder of the Fund based on the valid power of attorney prepared and signed by the shareholder as person or legal representative of legal entity in case the shareholder is a legal entity.
IV.
- The application for participation and voting at the General Assembly the shareholder of the Fund or his/her appointed representative applying based on the power of attorney from the shareholder must complete the following data and sign personally:
- A) Individual shareholder
- First and last name, address, ID number, id number issued by SKDD and total number of shares owned
- B) Legal entity shareholder
- Company name, address, company number (MBS) from the Commercial court, first and last name of the legal representative with his/her ID
number, id number issued by SKDD and total number of shares owned.
C) Individual shareholder – represented by appointed person:
- First and last name of the appointed person, address, ID number, id number issued by SKDD and total number of shares owned
- D) Legal entity shareholder – represented by appointed person
- Company name, address, company number (MBS) from the Commercial court, first and last name of the legal representative as appointed person with his/her ID number, id number issued by SKDD and total number of shares owned
In the power of attorney for participation and voting at the General Assembly the shareholder, being either person or legal entity, must include the information listed in paras a) or b) for him/her and data regarding the appointed person listed in paras c) and d) and sign in person.
V.
- The shareholders or his/her appointees bare the costs of the participation.
VI.
The Decision to announce the General Assembly with all suggested decisions will be announced in Narodne Novine.
VII:
- The documents that are the base for the decisions at the General Assembly are available for viewing at the Fund's premises in Zagreb , Savska 141, on work days from 10 to 12 am beginning from the date the Assembly is announced.
VIII.
The participants are invited to arrive to the Assembly at least 30 minutes prior to the Assembly start to be able to register properly.
IX.
At the time of the registration for the General Assembly the shareholders or appointees must present to the notary the valid ID and for persons representing legal entities also the Court registration document where the person is listed as legal representative in case this was not submitted at the time of application.
After registration and until the end of the General Assembly the participants can leave the Assembly only after informing the Notary and elected president of the Assembly.
X.
In case there is no quorum at the General Assembly announced for August 23, 2010 which is representation of at least three tenth of the capital of the Fund as per article 85 para 2 of the Law on investment funds and article 25 of the Fund's Charter the General Assembly wil be held on August 30, 2010 at the same time with the same agenda. This assembly will be valid and voting will take place no matter of the number of votes present.
Management Board
Jadran Invest and Jadran Kapital
Application form for the General Assembly
Power of Attorney for the General Assembly |
