REPORT OF THE SUPERVISORY BOARD ON THE SUPERVISION OF BUSINESS OPERATION AND CONVENING OF THE GENERAL SHAREHLDERS' ASSEMBLY
Zagreb, May 25, 2009
REPORT
Of the Supervisory Board of HIDROELEKTRA NISKOGRADNJA d.d. on the supervision of business operation in year 2008.
1. Prof. Anđelko Runjić, Sc.D, chairman
2. Petar Marić, deputy chairman
3. Zvonko Pilipović, member of the Board
4. Zlatko Šandrk, member of the Board
5. Jasenka Vukšić, member of the Board (member nominated by the Works Council, until December 8, 2008).
Ružica Haramustek, member of the Board (member nominated by the Works Council,
from December 8, 2008).
The Supervisory Board held 3 (three) sessions in the course of the year 2008, where the Board reviewed the Company's business operation and the performance of the Board of Directors, and issued several Decisions regarding the Company's business operation and
the performance of the Board of Directors.
By inspecting the business operation of the Company and the business documents
(Financial statements and the Auditor's report) the Supervisory Board confirmed that
in the year 2008 the Company operated in accordance with the law, the Company
documents and the decisions of the GENERAL SHAREHOLDERS'ASSEMBLY.
The Annual financial statements were prepared in accordance with the actual status of business operation of the Company.
The Supervisory Board adopted the proposition of the Board of Directors to distribute the entire amount of declared profit (profit after tax) for the year 2008 (8.777.041 HRK) to retained profit of the Company.
The Supervisory Board considers the performance of the Board of Directors to be
succesfull and proposes that the General Shareholders' Assembly give discharge to the Board of Directors for the year 2008 (approve performance of the General Manager Rade Pilipović, B.Sc.Civ.Eng).
The Supervisory Board also proposes that the General Shareholders' Assembly give discharge to all members of the Company Supervisory Board for the year 2008.
Pursuant to Articles 277 and 280 of the Companies Act, on May 22, 2009 the Supervisory Board and the Board of Directors issued the following
DECISION on convening the REGULAR GENERAL SHAREHOLDERS' ASSEMBLY
of HIDROELEKTRA NISKOGRADNJA d.d. Zagreb
The General Shareholders' Assembly of HIDROELEKTRA NISKOGRADNJA, joint stock company for civil engineering, Zagreb, Zeleni trg 6a, shall be held on June 30, 2009 (Tuesday) at the Panorama Hotel, Zagreb, Trg športova 9 at 2 p.m.
Agenda and decision proposals are as follows:
1. Opening of the Assembly and cheking of the attendance list - quorum.
2. Report of the Board of Directors on Company status and Finacial statements for the
year 2008.
Decision proposal: Adoption of the Report of the Board of Directors on Company status
and Finacial statements for the year 2008, which ended with profit in the amount of 8.777.041,00 HRK.
3. Report of the Supervisory Board on supervision of business operation in the year 2008.
Decision proposal: Adoption of the Report of the Supervisory Board on supervision of business operation in the year 2008.
4. Auditor's report for the year 2008.
Decision proposal: Adoption of the Auditor's report for the year 2008.
5. Decision on the distribution of Company profit for the business year 2008.
Decision proposal: Company profit after taxes declared in the Annual financial
statements for the business year 2008 is 8.777.041,00 HRK, to be distributed to the Company's retained profit.
6. Discharge to the Board of Directors (General Manager)
Decision proposal: Giving of discharge to the Board of Directors (General Manager)
for the year 2008.
7. Discharge to the members of the Supervisory Board for the year 2008
Decision proposal: Giving of discharge to the members of the Supervisory Board for the year 2008.
8. Appointment of the Auditor for year 2009
Decision proposal: Appointment of the company BDO Revizija Zagreb d.o.o. for auditing, consulting and accounting services, Zagreb, J.F. Kennedyja 6 b as the Auditor for the year 2009.
9. Remuneration of the members of the Supervisory Board
Decision proposal: Granting of monthly remuneration of the members of the Supervisory Board as follows: 4.500,00 HRK net to the chairman of the Board, and 3.500,00 HRK net
to the members of the Board.
Shareholders who cumulatively meet the following requirements can attend the Assembly:
a) Shareholders listed in the Share register at least 7 (seven) days prior to the date of the General Shareholders' Assembly.
b) Shareholders who confirm their attendance at the General Shareholders' Assembly in writing at least 7 (seven) days prior to the date of the Assembly.
Written confirmation of attendance at the General Shareholders' Assembly shall be
submitted at the Company seat in Zagreb, Zeleni trg 6 a, office no. 10, where the shareholders may also inspect the materials prepared for the Assembly.
One share entitles a shareholder to one vote.
Shareholder may assign the right to attend and vote at the General Shareholders' Assembly to an authorized representative. Power of attorney must be executed in writing.
This Decision shall be published in the Official Gazette of the Republic of Croatia within the statutory term.
|