Ericsson Nikola Tesla joint-stock company holds Annual General Meeting

The Annual General Meeting of Ericsson Nikola Tesla joint-stock company was held on Wednesday, June 14, 2023, at the company’s headquarters in Zagreb, Krapinska 45. For the participation in the work of the Annual General Meeting EUR 11,671,192.51 of the share capital was registered, corresponding to 66.53 percent of the Company’s total equity, which was sufficient for the Annual General Meeting to reach valid decisions.

The Annual General Meeting was presided over by Branka Vučemilo Elezović, AGM Chairperson, and the work of the Annual General Meeting was supervised by notary public Vladimir Marčinko.

Along with the shareholders' representatives and the members of the Company's Executive Management, at the Annual General Meeting were also present Olgica Spevec, Deputy-Chair of the Supervisory Board, and the members of the Supervisory Board Ana Vrsaljko Metelko and Petar Šimundža. 

Prior to voting on the proposed decisions, the Company’s Managing Director Gordana Kovačević presented in detail the Group’s and the Company’s business results in 2022, and Damir Bušić, Director of Finance, Sourcing and Commercial Management, presented the financial statements and key financial indicators in 2022.

Independent Auditors' Report was presented by Domagoj Hrkać, Partner at KPMG Croatia. Olgica Spevec presented the Supervisory Board's Report on the Performed Supervision of the Company’s business operations in 2022.

In line with the published Agenda Ericsson Nikola Tesla joint-stock company Annual General Meeting adopted the following Decisions:

Item 5

“The Report of the Company’s Supervisory Board on the Performed Supervision in 2022 is approved.”

Item 6

“Pursuant to Article 5 and Article 6 of the Company's Articles of Association, the Company's share capital is HRK 133,165,000 and is divided into 1,331,650 ordinary registered shares, each share in the nominal amount of HRK 100.00.

Under this Decision, which is adopted in the procedure of alignment of the Company's share capital and the parts of this capital that refer to individual shares with the provisions of Article 21 of the Act on the Amendments to the Companies Act (Official Gazette, no. 114/22), all the Company's shares, in total 1,331,650, of the nominal value of HRK 100.00 each, shall be substituted with the shares without the nominal value.

The existing rights that the Company's shareholders have pursuant to law and the Company's Articles of Association shall remain unchanged, whereby the specified total number of issued ordinary shares of the Company shall remain unchanged.

In line with this Decision, the Company's Articles of Association shall be amended, and this Decision shall come into force on day of the registration of the mentioned amendment of the Company's Articles of Association in the Court Register."

Item 7

"Pursuant to Article 5 and Article 6 of the Company's Articles of Association, the Company's share capital is HRK 133,165,000 and is divided into 1,331,650 ordinary registered shares, each in the nominal amount of HRK 100.00.

Under this Decision, which is adopted in the procedure of alignment of the Company's share capital and the parts of this capital that refer to individual shares with the provisions of Article 21 of the Act on Amendments to the Companies Act (Official Gazette, no. 114/22), the existing amount of the Company's share capital is converted in the amount expressed in Euro, by applying the fixed conversion rate of Kuna to Euro (EUR 1 = HRK 7,53450), with rounding to the nearest cent, in line with the rules of conversion and rounding as prescribed by the Act on the Introduction of the Euro as the Official Currency in the Republic of Croatia (Official Gazette, no. 57/22 and no. 88/22 - correction).

In line with the previous article of this Decision, the Company's share capital is EUR 17,674,032.78. A part of the share capital, amounting to EUR 2.78, shall be distributed and allocated in the Company's capital reserves.

Consequently, this Decision determines the amount of the Company’s adjusted share capital amounting to EUR 17,674,030.00, which is divided into 1,331,650 ordinary shares without the nominal value, in line with the special decision reached by the Company’s General Meeting.

The existing rights that the Company's shareholders have pursuant to law and the Company's Articles of Association remain unchanged, whereby the specified total number of the Company's issued ordinary shares remains unchanged.

In line with this Decision, the Company's Articles of Association shall be amended and this Decision shall come into force on day of the registration of the mentioned amendment of the Company's Articles of Association in the court register."

Item 8

“Article 5 of the Articles of Associations shall be amended and reads as follows:
"The Company's share capital is EUR 17,674,030.00."

Article 6 of the Articles of Associations shall be amended and reads as follows:

"The Company's share capital is divided into 1,331,650 ordinary shares without the nominal amount."
All other provisions of the Company's Articles of Association remain unchanged." 

Item 9

"The Company's net profit for the financial year 2022, amounting to HRK 147,518,760.85 (EUR 19.579.104,23) will be allocated to retained earnings.

The Company's shareholders will be paid a dividend of EUR 6 per share from the retained earnings from 2021 and retained earnings from 2022.

The dividend shall be paid on July 11, 2023 (payment date) to all the Company's shareholders that on June 20, 2023 (record date) have the Company's shares registered on their securities account in the Central Depository & Clearing Company. The date on which the shares of the Company will be traded without dividend payment right is June 19, 2023 (ex-date)."

Item 10

"Remuneration Report for Supervisory Board members and Management Board in 2022 together with the Independent limited assurance report on the Remuneration Report of Ericsson Nikola Tesla d.d. is approved."

Item 11

"Discharge from liability is given to Gordana Kovacevic, the Company's Managing Director, in relation to the exercise of her duties in 2022."

Item 12

"Discharge from liability is given to the members of the Supervisory Board and its Chairman in relation to the exercise of their duties in 2022."

Item 13

Decision on the re-election of:

                    -     Olgica Spevec, Director in Amplus Consult d.o.o., Ulica Antuna Vramca 25 B, 10000 Zagreb, Republic of Croatia, PIN (OIB) 57760925078, is re-elected for a four-year term.”

Item 14

Decision on the election of:

                    -     Carl Henrik Magnus Carle, Ericsson Head of Finance & Business Management for IPR & Licensing, Villagatan 9, Stockholm, Sweden, as a member of the Supervisory Board;

Item 15

"KPMG Croatia d.o.o., Ivana Lučića 2a/17, 10 000 Zagreb, is appointed as the Auditor for the year 2023."

The Annual General Meeting did not adopt the counterproposal to the decision under Item 9 of the Agenda, made by the shareholder OTP banka d.d. for and on behalf of Erste Plavi mandatory pension fund B category, to approve the dividend payment to shareholders in gross amount of EUR 12.00 per share.

Communications Ericsson Nikola Tesla