Announcement of regulated information

Security: ADPL / ISIN: HRADPLRA0006

LEI: 549300NFX18SRZHNT751

Home Member State: Croatia

Quotation: Zagreb Stock Exchange, Prime Market

Solin, July 15, 2021

General Assembly held

In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, we hereby inform that ordinary General Assembly meeting was held today in Solin, where all draft decisions stated in Invitation to the General Assembly were confirmed.

The decisions of the General Assembly are attached to this announcement.

Contact:

Katia Zelić

Investor Relations Manager

mob. +385 91 221 1446 katia.zelic@adplastik.hr

The Company is registered at Commercial Court in Split, Croatia, under code: 060007090

VAT identification number: HR48351740621 • IBAN: HR04 2340 0091 1101 5371 1, Privredna banka Zagreb d.d., Zagreb

The registered capital of the company corresponds to HRK 419,958,400 fully subscribed and paid in 4,199,584 ordinary shares at nominal price of HRK

100

President of the Management Board: Marinko Došen • Management Board members: Mladen Peroš, Višnja Bijelić, Ivan Čupić

President of the Supervisory Board: Sergey Dmitrievich Bodrunov

D E C I S I O N S

of the ordinary General Assembly of AD Plastik d.d. Solin

as of July 15, 2021

Ordinary General Assembly of AD Plastik d.d. was held on July 15, 2021 in the premises of the headquarters of AD Plastik d.d., Matoševa 8, Solin with the following agenda:

  1. Annual Financial Statements of AD Plastik d.d. and Consolidated Annual Financial Statements of AD Plastik Group for 2020, Annual report on the status of AD Plastik Group for 2020, and Report by the Supervisory Board on the performed supervision over management of business of AD Plastik Group for 2020;
  2. Decision on issuance of approval to the Management Board for their work in 2020;
  3. Decision on issuance of approval for work to the Supervisory Board members in 2020;
  4. Decision on appointment of an auditor for 2021 and defining remuneration for its work;
  5. Decision on use of the profit realized in 2020;
  6. Decision on dividend payment;
  7. Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2020;
  8. Decision on remuneration of Supervisory Board members;
  9. Decision on approval of Remuneration Policy for Management Board members

General Assembly of AD Plastik d.d., on which 2,637,588 votes were present, that is represented, comprising 62.81 percent of the total number of shares and the Company's share capital, has unanimously adopted the decisions from Ad 2 to Ad 8 of the agenda, while the decision Ad 9 - on approval of Remuneration Policy for Management Board members - was made by a majority of 2,569,186 votes "for",

58,420 votes were "against", while 9,982 votes were "abstain", as follows:

Ad 2. Decision on issuance of approval to the Management Board for their work in 2020: Approval to the Management Board for their work in 2020 has been issued.

Ad 3. Decision on issuance of approval for work to the Supervisory Board members in 2020: Approval to the members of the Supervisory Board for their work in 2020 has been issued.

Ad 4. Decision on appointment of an auditor for 2021 and defining remuneration for its work:

  1. The company KPMG Croatia, d.o.o., OIB: 20963249418, Zagreb, Ivana Lučića 2/a has been appointed as the auditor for 2021 for AD Plastik, d.d. Solin.
  1. Remuneration for the work of the auditor for 2021 shall be established by a special Contract between the Company and the auditor, in accordance with the valid Audit law (NN No. 127/17)

Ad 5. Decision on use of the profit realized in 2020:

Profit of AD Plastik d.d., Solin (hereinafter: the Company) realized in 2020 after taxation amounts to HRK

68,632,630.43 and it shall be used as follows:

  • for dividend payment in the amount of HRK 33,596,672.00
  • the rest for the retained earnings.

The calculated dividend amount of the Company's own shares, as of the day of the acquisition of the right to dividend payment, shall be included in retained earnings.

Ad. 6. Decision on dividend payment:

  1. The shareholders of AD Plastik d.d. (hereinafter: the Company), registered as holders of shares under the ticker symbol ADPL in the depository of the Central Depository and Clearing Company Inc., on July 22, 2021 (record date), acquire the claims to dividend payment from profit of the Company realized in 2020 in the amount of HRK 8.00 per share.
  1. The date from which the Company's share will be traded without the right to dividend payment is July 21, 2021 (ex-date).

III.

The claims to dividend payment become due on July 27, 2021 (payment date).

IV.

The Management Board of the Company is instructed to publish this decision at the Zagreb

Stock Exchange without delay after the meeting of the General Assembly.

  1. This Decision shall enter into force on the date of its adoption.

Ad 7. Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2020:

The audited Remuneration Report of Management and Supervisory Board Members for 2020 has been approved in the text published as Annex 1 of the Invitation to the General Assembly, together with the auditor's report, which form an integral part of this Decision.

Ad 8. Decision on remuneration of Supervisory Board members:

  1. This Decision on remuneration of the Supervisory Board members (hereinafter: the Decision) is based on the principle of ensuring quality and professional members of the Supervisory Board for the purpose of achieving the mission and long-term strategy of the Company for the benefit of all its stakeholders. This Decision ensures the transparency of remuneration of the Supervisory Board members and, during its adoption, account was taken of various external and internal elements, economic conditions, remuneration of the Company employees and best practices.
  2. For their participation in the work of the Supervisory Board and the Supervisory Board committees, members of the Supervisory Board shall be entitled to remuneration pursuant to this Decision of the General Assembly of the Company. In order to ensure their independence and avoidance of conflicts of interest, the remuneration of the Supervisory Board members shall not depend on the Company's results, but are determined in a fixed amount.
  3. The amount of remuneration shall depend on the function of the respective member in the Supervisory Board, namely:
  1. President of the Supervisory Board is entitled to remuneration in the net amount of HRK 12,000.00;
  2. Deputy President of the Supervisory Board is entitled to remuneration in the net amount of 10,000.00;
  1. Other members of the Supervisory Board are entitled to remuneration in the net amount of HRK 8,000.00;
  2. The Supervisory Board members who are also members of one or more Supervisory Board committees are entitled to additional remuneration in the net amount of HRK 4,000.00, as well as other members of the Supervisory Board committees (remuneration per each session of the committees in which they participate)

The remuneration referred to in items 3.1, 3.2 and 3.3 above shall be paid once each quarter, namely by the end of the last month in the respective quarter as follows: by the end of March for the first quarter (Q1); by the end of June for Q2; by the end of September for Q3; by the end of December for Q4.

Taxes and contributions related to the remuneration shall be calculated and paid by the Company in accordance with applicable tax regulations.

The remuneration referred to in item 3.4 above shall be paid after the committee's session is held.

  1. Members of the Supervisory Board and its committees shall also be entitled to compensation of all justified and documented costs they incurred with regard to participating in sessions of the Supervisory Board or in the work of the Supervisory Board or its committees.
  2. Members of the Supervisory Board shall be entitled to remuneration from the date of starting their term of office until the date of their termination of office as members of the Supervisory Board. Members whose membership in the Supervisory Board lasted for a part of the quarter referred to in item 3 of this Decision shall be entitled to remuneration in proportion to the duration of their membership.
  3. Members of the Supervisory Board and its committees shall not be entitled to receive payment of the above remuneration in Company shares, the payment of remuneration may not be delayed, and the Company may not claim a refund of the paid remuneration. Members of the Supervisory Board and its committees may decide not to receive the remuneration stipulated under this Decision.
  4. With regard to members of the Supervisory Board and members of its committees, the Company shall not conclude a contract regulating the rights and obligations of members of the Supervisory Board and its committees. Members of the Supervisory Board and its committees shall not be entitled to a severance pay.
  5. At least once every four years, the Remuneration Committee shall review the decision on remuneration of the Supervisory Board members and shall give recommendations to the Supervisory Board regarding any proposed changes.
  6. In accordance with the Act, remuneration of the Supervisory Board members shall be approved by the General Assembly of the Company which, at least once every four years, adopts a decision on remuneration of the Supervisory Board members. A decision confirming an earlier decision shall be permitted.
  7. This Decision shall enter into force on the day of its adoption by the General Assembly of the Company.
  8. This Decision shall be published on the Company's website for the period prescribed by the Act.

Ad 9. Decision on approval of Remuneration Policy for Management Board members:

The Remuneration Policy for Management Board members has been approved according to the determination of the Supervisory Board of the Company in the text:

"REMUNERATION POLICY FOR MANAGEMENT BOARD MEMBERS

TABLE OF CONTENTS

  1. Introduction - starting points and objectives of the Remuneration Policy……………….…….2
  2. Fixed and variable parts of remuneration and their share in total remuneration……….……. 2
  3. Criteria for payment of variable remuneration……………………………………………….……4
  4. Restrictions and refund of the variable part of remuneration……………………………………5
  5. Payment of variable remuneration in shares……………………………………………….……..5
  6. Manager's contract………………………………………………………………………..…………6
  7. Taking into account remuneration and working conditions of employees……………………..6
  8. Adoption of the Remuneration Policy and conflict of interest…………………………………...6
  9. Authority of the Supervisory Board to temporarily deviate from the Remuneration Policy…..7
  10. Final provisions………………………………………………………………………………………7

Pursuant to Article 247a of the Companies Act (OG 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19; hereinafter: CA), the Supervisory Board of the company AD Plastik d.d., registered with the court register of the Commercial Court in Split, with its

registered office in Solin, Matoševa 8, PIN (OIB): 48351740621, hereinafter: Company), at the session of

the Supervisory Board held on 27/05/2021, laid down the following:

REMUNERATION POLICY FOR MANAGEMENT BOARD MEMBERS

1. Introduction - starting points and objectives of the Remuneration Policy

To what extent does remuneration contribute to the company's business strategy and long-term development (Article 247a, paragraph 1, item 1 of the CA)

The Company is a multinational company with eight production facilities in five countries, whose operational activities cover five continents and more than twenty countries. AD Plastik Group (hereinafter: Group) is the leading company specialising in the development and production of interior and exterior car components in Croatia and one of the leading companies in Eastern Europe. The Group's corporate culture is based on sustainability, encouraging cooperation and recognising excellence.

This Remuneration Policy shall establish a remuneration system for members of the Management Board by defining transparent rules and procedures for determining remuneration of the Management Board members that aligns interests of the Management Board members with long-term interests as well as successful and ethical implementation of the business strategy and development of the Company and the entire Group.

2. Fixed and variable parts of remuneration and their share in total remuneration

(Article 247a, paragraph 1, item 2 of the CA)

This Remuneration Policy shall establish remuneration of the Management Board management.

an appropriate balance between the variable and fixed members required to promote transparent and efficient

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AD Plastik dd published this content on 15 July 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 July 2021 13:18:10 UTC.