Board of directors of Paloma, hygienic papers, joint stock company, Sladki Vrh 1, 2214 Sladki Vrh, convenes
35th SHAREHOLDER GENERAL MEETING OF THE JOINT-STOCK COMPANY PALOMA, d.d.
held on 23.08.2024 at 10.00 at the seat of notary public Ines Bukovič, Ines Bukovič, Ulica Vita Kraigherja 5, 2000 Maribor
I.
Agenda and proposed resolutions
1. Opening of the General Assembly
Proposed resolution:
A quorum of the Shareholder General Meeting is established.
Reasoning:
Shareholder General Meeting may take valid decisions if a quorum is present, in accordance with which a quorum is established.
2. Election of the Chairman of the General Meeting, the Recorder and two vote counters
Proposed resolution:
Shareholder General Meeting elect att. Marko Kosmač from Law office Kosmač LLC as the president of the general meeting and two vote counters, Sara Harc Legnar and Barbara Petovar. Notary Ines Bukovič from Maribor is elected to draft the notarial minutes of the meeting.
Reasoning:
Pursuant to Article 304 of the Companies Act, each resolution of the General Meeting must be certified by a notary in a notarial deed and the General Meeting must be chaired by the Chairman in accordance with the provisions of the Companies Act. Two vote counters must be elected to count the votes. The Board of Directors proposes Ines Bukovič, a notary public from Maribor, and attorney-at-law Marko Kosmač from Kosmač Law Firm d.o.o. from Ljubljana, to chair the General Meeting, and Sara Harc Legnar and Barbara Petovar as vote counters.
3. Approval of the annual report on the company's management for the year 2023
Shareholder gets acquainted with the Annual Report on the company's management for the year 2023.
The Shareholder takes note of the material under this item, but does not vote on it, as it is a familiarisation item.
4. Approval of the regular individual annual financial report for the year 2023
Shareholder gets acquainted with the Annual Report of the Company for the financial year 2023, which has been prepared by the Board of Directors and reviewed and approved by the Supervisory Board in accordance with Article 282 of the Companies Act.
The Shareholder takes note of the material under this item, but does not vote on it, as it is a familiarisation item.
5. Familiarization with the statement of the Supervisory Board and the Auditor´s report
Shareholder gets acquainted with the Report of the Supervisory Board on the review of the Audited Annual Report on the operations of Paloma d.d. for the financial year 2023, whereby the Supervisory Board has reviewed and approved the Annual Report for the financial year 2023 and is therefore accepted, and of the Report of the Independent Auditor of 28.05.2024 on the audit of the Annual Report for the financial year 2023.
The Shareholder takes note of the material under this item but does not vote on it as it is a note item.
6. Approval of the report on transactions of Paloma, d.d. with related parties (PIS, SHP) for the year 2023
Shareholder gets acquainted with the Supervisory Board's Report on relations with related companies, i.e. Paloma PIS d.o.o. and SHP Group, prepared in accordance with Article 545 of the Companies Act, which has been reviewed by the Supervisory Board in accordance with Article 546a of the Companies Act, and the Supervisory Board has concluded that the content of the Report complies with the legal requirements.
The Shareholder takes note of the material under this item but does not vote on it as it is a note item.
7. Decision on the method of settlement of the profit for the year 2023 + discharge (razrešnica)
Proposed resolutions:
The balance sheet profit for the financial year 2023 amounts to 1.571.611,19 EUR and shall be transferred to the profit reserve.
The Shareholder General Meeting of Paloma d.d. grants a discharge to the Supervisory Board of Paloma d.d. for the financial year 2023.
The Shareholder General Meeting of Paloma d.d. grants a discharge to the Board of Directors of Paloma d.d. for the financial year 2023.
Reasoning:
Paloma d.d. generated a net profit of EUR 3,976,657.55 in the financial year 2023.
Pursuant to Article 230 of the Companies Act, the Management Board and the Supervisory Board of Paloma d.d. propose to the General Meeting of Shareholders that, as of 31 December 2023, the loss from previous years of 2.405.046,36 EUR be covered and the remaining balance sheet profit of 1.571.611,19 EUR be transferred to the profit reserves.
In accordance with Article 293 of the Companies Act, the Shareholder General Meeting decides on the use of the balance-sheet profit and on the discharge of the Board of Directors and the Supervisory Board, whereby the Shareholder General Meeting approves the work of the members of the Board of Directors and the Supervisory Board in the previous year.
The balance sheet profit of the Company for the financial year 2023 amounts to EUR 1,571,611.19 and is transferred to the profit reserves of Paloma d.d.
8. Familiarisation with the remuneration of the members of the Management Board and the Supervisory Board for 2023
Pursuant to Article 294(5) of the Companies Act, the Board of Directors is required to inform the Shareholder at the General Meeting of the remuneration received by the members of the Board of Directors and the Supervisory Board for the performance of their duties in the company in the preceding financial year.
Shareholder takes note of the material under this item, but does not vote on it, as it is a familiarisation item.
9. Approval of the auditor for 2024
Proposed resolution:
The Shareholder General Meeting appoints an audit firm PRICEWATERHOUSECOOPERS podjetje za revizijo in druge finančno računovodske storitve, d.o.o., Cesta v Kleče 15, 1000 Ljubljana, to audit the annual report of Paloma d.d. for the financial year 2024
Reasoning:
In accordance with Article 57 of the Companies Act, the annual reports of Paloma d.d. must be audited by an auditor, who must audit the financial statements and the management report. The independent auditor is the same firm engaged for the audit of the 2023 Annual Report, i.e. PRICEWATERHOUSECOOPERS d.o.o.
10. Closure of the General Meeting
Proposed resolution:
The agenda having been exhausted, the Shareholder General Meeting is closed.
Reasoning:
Shareholder General Meeting has voted on all the proposed resolutions and has taken note of the material under the introductory items, and the A Shareholder General Meeting is therefore closed.
II.
Information for Shareholder
Material for the Shareholder General Meeting
Material for the Shareholder General Meeting is available to shareholder at the address Sladki Vrh 1, 2214 Sladki Vrh, every work day between 9.00 and 12.00 from the day of convening the meeting to the day of the meeting. Material is also published on the web page http://www.paloma.si/si/.
Consideration of proposal
The Shareholder General Meeting decides on the published proposals under each item on the agenda. Shareholder shall vote on the items on which the General Meeting takes a decision.
Additions to the agenda and Shareholder' proposals
Shareholder whose aggregate holdings amount to one twentieth of the share capital may request in writing an additional agenda item following the publication of the notice convening the General Meeting. The request shall be accompanied in writing by a proposal for a resolution to be acted upon by the Shareholder General Meeting or, if the Shareholder General Meeting does not adopt a resolution on a particular agenda item, by a statement of the reasons for the agenda item. It shall be sufficient if the request is sent to the company no later than seven days after the publication of the notice convening the general meeting.
Shareholder may propose resolutions in writing on each item on the agenda. A Shareholder’s proposal shall be published and communicated in the manner provided for in Article 296 of the Companies Act-1 only if the shareholder has, within seven days of the publication of this notice, sent the company a reasoned proposal stating that he or she will object to the proposal of the management or supervisory body at the general meeting and that he or she will induce the other shareholders to vote in favour of his or her proposal. Proposals for additional agenda items and motions for resolutions on agenda items will be published in the same manner as this General Meeting.
Right to information
A shareholder may ask questions at the Shareholder General Meeting if they are necessary for the assessment of the items on the agenda. Shareholder shall exercise their right to be informed in accordance with Article 305 of the Companies Act.
Participation
Solely those shareholder which is registered as holder of shares in the central register of book-entry securities at the close of business on the seventh day preceding the General Meeting may attend and exercise its voting rights at the General Meeting.
Shareholder may attend the Shareholder General Meeting and exercise their voting rights in person or by proxy. The authorization must be in writing. A shareholder, entitled to attend a general meeting, may attend the meeting and exercise the right to vote if he notifies the company's Board of Directors in writing of his attendance at the meeting not later than the end of the fourth day before the meeting.
To attend the General Meeting, natural persons must produce an identity document, and legal representatives must produce an extract from the court register or other proof of legal representation.
As at the date of the Shareholder General Meeting, the Company has 7,941,290 ordinary registered shares. In accordance with the Companies Act, each ordinary share entitles its holder to one vote at the General Meeting.
Sladki Vrh, 12.08.2024
Board of Directors Paloma, d.d.
Stevan Lomić
Chairman of Board of Directors
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Jernej Tovšak
Member of Board of Directors
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