Annual General Assembly held

Annual General Assembly of Tankerska Next Generation d.d. (“Company”) was held at the Company’s headquarters in Zadar on June 28th, 2022, at 11:00 hours. At the annual General Assembly 6,747,061 votes were present, representing 77.5076% of the total share capital with voting power. All the proposed decisions were adopted by the required majority of votes.

Agenda of the General Assembly:

1.    Opening of the General Assembly, establishing the present and proxy shareholders attendance list
2.    Annual financial reports for 2021, Annual report on the status and operations of the Company for the business year 2021 and the Supervisory Board report on the conducted supervision of Company’s operations in the business year 2021
3.    Decision on loss reconciliation for the business year 2021
4.    Decision on Management Board member liability discharge for the business year 2021
5.    Decision on Supervisory Board members liability discharge for the business year 2021
6.    Decision on approval of the Report on remuneration of members of the Company’s Management and Supervisory Board for the business year 2021
7.    Decision on the appointment of the auditor for the business year 2022
8.    Appointment of the member of the Audit Committee
9.     Decision on the amendments to Articles 17.2. and 17.3. of the Articles of Association

Decisions of the General Assembly:

Ad 3. 

The decision on loss reconciliation for the business year 2021

1.    It has been determined that Tankerska Next Generation d.d. in the year ending December 31st, 2021, realized a loss in the amount of HRK 86,988,823.67.
- The loss in the amount of HRK 86,988,823.67 shall be offset in part through retained earnings from previous years in the amount of HRK 56,701,883.11 and in part from capital reserves in the amount of HRK 30,286,940.56.

2.    This Decision enters into force upon its adoption.

Ad 4. 

Discharge of liability is granted to the Company’s Management Board for the business year 2021.

Ad 5. 

Discharge of liability is granted to members of the Company’s Supervisory Board for the business year 2021.

Ad 6. 

Decision on the approval of Report on remuneration of members of the Management and Supervisory Board for the business year 2021.

1.    The Report on remuneration of members of the Management and Supervisory Board for the business year 2021, has been approved, together with the Auditor’s Independent Assurance Report as its integral part. 

2.    This Decision enters into force upon its adoption.

Ad 7.

Deloitte d.o.o., Radnička cesta 80, 10 000 Zagreb, OIB: 11686457780 is appointed as the auditor of the Company for the business year 2022.

Ad 8. 

Appointment of the member of the Audit Committee

1.    Mr. Vicenco Jerković is appointed as independent member of the Audit committee.

2.    The member of the Audit Committee is appointed for a mandate lasting until 21st August 2024. 

3.    This Decision enters into force upon its adoption.

Ad 9. 

Decision on amendments to Articles 17.2. and 17.3. of the Articles of Association.

Article 1.

Article 17.2. of Tankerska Next Generation d.d. Articles of Association is amended and reads as follows:

„17.2. The Management board is authorised, over the course of five years from the entry of these amendments to the Articles of Association into Court Register to increase the share capital of the Company, once or in several instalments and with the consent of the Supervisory Board, by issuing new shares by payment in cash or in kind or in rights up to the nominal amount of HRK 200,000,000.00 (two hundred million kuna) (approved share capital). “

 Article 17.3. of Tankerska Next Generation d.d. Articles of Association is amended and reads as follows:

„17.3. The Supervisory Board is authorized to harmonize the provisions of the Articles of Association with the changes that are a consequence of such an increase of the share capital and the issuance of new shares. The Management Board of the Company is authorized to issue only ordinary shares. The Management Board shall decide on the conditions for the issuance of new shares issued on the basis of the authorization referred to in paragraph 2 of this Article with the consent of the Supervisory Board. "

Article 2.

This Decision on amendments to the Articles of Association shall come into force as of the date of entry into Court register.
Article 3.

Supervisory Board is authorised to determine the consolidated text of the Articles of Association in accordance with this Decision on amendments to the Articles of Association.
 

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