SECURITY: ATGR / ISIN:HRATGRRA0003 3ATG2/ ISIN: HRATGRO25CA5
3ATG3 / ISIN: HRATGRO305A0 LEI: 3157002G3ENYCZEB1A25
HOME MEMBER STATE: Croatia
REGULATED MARKET SEGMENT: Prime Market of the Zagreb Stock Exchange
Zagreb, 24 June 2025- regulated information (holding of the General assembly)
Notice on Decision adopted at the General AssemblyThe General Assembly of Atlantic Grupa d.d. was held on 24 June 2025, at the Headquarters of the Company, Miramarska 23, Zagreb. The Chairman of the General Assembly was Prof.Ph.D Siniša Petrović and the General Assembly was attended by 11,144,342 votes or 83.56 % of the total number of shares of the Company with the voting right. According to the announced Agenda of the Assembly of Atlantic Grupa d.d.:
Opening of the General Assembly, establishing the present and represented shareholders
Annual financial statements and consolidated financial statements of Atlantic Grupa for 2024, Annual Report on the Status and Business Operations Management of the Company for 2024 and the Supervisory Board's Report on the Performed Supervision of the Company's Business Operations Management in the year 2024
Decision on the approval of the Remuneration Report for 2024
Decision on use of retained earnings of the Company and on use of earnings for 2024
Decision on issuing the note of release to the members of the Supervisory Board of the Company for BY 2024
Decision on issuing the note of release to the members of the Management Board for BY 2024
Decision on the election of members of the Company's Supervisory Board
Decision on the election of a member of the Audit Committee of the Company's Supervisory Board
Decision on amendments to the Articles of Association
Decision on the approval of amendments to the Decision on the remuneration of members of the Supervisory Board
Decision on the election of auditors of the Company for the years 2025 and 2026,
the General Assembly of Atlantic Grupa d.d., adopted following decisions: Ad 3.
The Remuneration Report for 2024 with the accompanying Auditor's Report, which are published as Attachment 3 to the Invitation to this General Assembly, and which make an integral part of this Decision, are approved.
This Decision enters into force as of the date of its adoption.
Ad 4.
In the business year ending on 31 December 2024, Atlantic Grupa has realised a consolidated net income after minority interests in the amount of EUR 26,451,491.00, while Atlantic Grupa d.d. has realised a net profit in the amount of EUR 10,149,742.87.
The dividend in the amount of EUR 1,50 per share shall be distributed to the shareholders of the Company in proportion to the number of shares held by each shareholder. The dividend shall be paid from the retained (undistributed) earnings of the Company realised in the business year 2021 and a part of the retained (undistributed) earnings realised in the business year 2022.
The dividend shall be paid to all shareholders of the Company registered as such in the depository of the Central Depository and Clearing Company on 02 July 2025 (record date). The date on which the Company shares will be traded without the right to dividend payment shall be 01 July 2025 (ex date). The claim for dividend payment shall become due on 03 July 2025 (payment date).
The net profit realised in the business year 2024 shall remain in the retained (undistributed) profit of the Company.
Ad 5.
The note of release has been given to Zoran Vučinić, the Chairman and a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Siniša Petrović, the Vice Chairman and a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Monika Elisabeth Schulze, the Vice Chairwoman and a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Zdenko Adrović, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Lars Peter Elam Håkansson, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Franz Josef Flosbach, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Vesna Nevistić, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Aleksandar Pekeč, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Anja Svetina Nabergoj, a member of the Supervisory Board of Atlantic Grupa d.d., for the business year 2024.
Ad 6.
The note of release has been given to Emil Tedeschi, the President and a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Srećko Nakić, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Enzo Smrekar, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Zoran Stanković, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Mate Štetić, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Lada Tedeschi Fiorio, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024;
The note of release has been given to Neven Vranković, a member of the Management Board of Atlantic Grupa d.d., for the business year 2024.
Ad 7.
The following persons are elected as members of the Supervisory Board of Atlantic Grupa d.d.:
Andrea Gisle Joosen, Väktarstigen 5, Bromma, Sweden, entrepreneur, passport number AA3943202, independent within the meaning of Article 255, paragraph 6 of the
Companies Act, is elected as a member of the Company's Supervisory Board for a term of office of four years, commencing on 04 September 2025;
Florence Jeantet, 66 Rue Des Martyrs, Paris, France, entrepreneur, passport number 21CA50304, independent within the meaning of Article 255, paragraph 6 of the Companies Act, is elected as a member of the Company's Supervisory Board for a term of office of four years, commencing on 04 September 2025;
Siniša Petrović, Zvonarnička 5a, Zagreb, Croatia, professor, PIN: 69590126082, not independent within the meaning of Article 255, paragraph 6 of the Companies Act, is elected as a member of the Company's Supervisory Board for a term of office of four years, commencing on 04 September 2025;
Branislav Bibić, 121 Wolfberg Close, Stonehurst Mountain Estate, Westlake, Cape Town, South Africa, manager, PIN: 87748623867, independent within the meaning of Article 255, paragraph 6 of the Companies Act, is elected as a member of the Company's Supervisory Board for a term of office of four years, commencing on 21 January 2026;
Zoran Vučinić, Gornje Prekrižje 8A, Zagreb, Croatia, investor, PIN: 73176902026, not independent within the meaning of Article 255, paragraph 6 of the Companies Act, is elected as a member of the Company's Supervisory Board for a term of office of four years, commencing on 21 January 2026;
The proposed election of members of the Supervisory Board fully respects the balanced representation of women and men on the Supervisory Board.
This decision enters into force as of the date of its adoption.
Ad 8.
Karl Weinfurtner, Dechant-Tücking-Str. 11, Pulheim, Germany, passport number C776WCL8F, is elected as a member of the Audit Committee of the Supervisory Board of Atlantic Grupa d.d.
The member of the Audit Committee of the Company's Supervisory Board listed in item 1 of this Decision is elected for a term of office of four years, commencing on 04 September 2025.
This decision enters into force as of the date of its adoption.
Ad 9.
The Articles of Association of Atlantic Grupa d.d. dated 29 June 2023 are amended in the following manner:
In the Article 12, paragraph 3 the existing number of days "30" is changed to "24".
In the Article 11 the existing paragraphs 5 and 6 are deleted and new ones are added, which read:
"The Management Board is authorised to decide that shareholders may participate in the work of the General Assembly in person or through a proxy and exercise their rights at the General Assembly by electronic communication even when they do not participate in it at the place where it is held.
The Management Board is authorised to decide that the General Assembly will be held exclusively by electronic communication and that shareholders may participate in the work of the General Assembly in person or through a proxy and exercise their rights at it exclusively by electronic communication.
The Management Board is authorised to decide that shareholders who do not participate in the work of the General Assembly, after the announcement of the invitation to the General Assembly and before it is held, cast their votes in writing or by electronic communication, in which case it will also determine appropriate measures to ensure the identification of shareholders who cast a postal vote."
In the Article 9, paragraph 1 the existing sentence: "Members of the Company's Supervisory Board may partake in the work of the General Assembly via video link." is deleted and a new one is added, which reads: "In the event of a justified reason for their absence, they may participate in the work of the General Assembly via audio and video transmission with the possibility of communicating in real time with the participants of the General Assembly".
All other provisions of the Articles of Association of Atlantic Grupa d.d. dated 29 June 2023 shall remain unchanged.
This Decision on Amendments to the Articles of Association shall enter into force and apply from the date of registration in the Court Registry.
The Supervisory Board is hereby authorised to establish the complete version of the Articles of Association in accordance with this Decision on Amendments to the Articles of Association.
Ad 10.
The proposal of Amendments to the Decision on the remuneration of members of the Supervisory Board dated 29 June 2023 is approved in the following manner:
- in item 3, the amount and the currency "EUR 1,990.84 (HRK 15,000.00)" is replaced by "EUR 2,700.00"