Decisions passed by the General Assembly of Croatian Telecom Inc. held on 7 May 2026
Agenda of the General Assembly of Croatian Telecom Inc.:
- Election of the Chairman of the General Assembly;
- Integrated Annual Report on the Status and Business Operations of the Company and HT Group for the business year 2025, consisting of Annual financial statements for the business year 2025, the auditor’s report on the performed audit, Sustainability report with auditor's report and Management report together with its additions, and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in the business year 2025;
- Decision on the utilization of profit;
- Decision on approval of actions of the Members of the Management Board of the Company for the business year 2025;
- Decision on approval of actions of the Members of the Supervisory Board of the Company for the business year 2025;
- Decision on giving authority to the Management Board for acquisition of the Company‘s shares;
- Decision on approval of the Report on remuneration to the Members of the Supervisory Board and to the Management Board Members in the business year 2025;
- Decision on approval of the Remuneration policy for Members of the Management Board;
- Decision on election of Members of the Supervisory Board
The General Assembly of Croatian Telecom Inc., which was attended by 59,068,646 shares, which constitutes 77.31% of total votes, has passed the following decisions:
Ad 1.
“Professor Hrvoje Markovinović, Ph.D., Faculty of Law, University of Zagreb, is elected as Chairman of the General Assembly of Croatian Telecom Inc. for this convocation”.
Ad 3.
“Decision on utilization of profit for the year 2025
- It is determined that Croatian Telecom Inc. in the business year ending with 31 December 2025 realized net profit in the amount of EUR 139,108,924.33
Net profit amount stated herein shall be used accordingly:
- A part of net profit in the amount of EUR 129,122,971.25 shall be paid out as dividend to shareholders, in the amount of EUR 1,69 per share.
- A part of net profit in the amount of EUR 9,985,953.08 shall be allocated to retained earnings.
- Dividend referred to under Item 1 hereof shall be paid out to all shareholders that are registered as shareholders at the Central Depository & Clearing Company (SKDD) on June 5th, 2026 (record date). Date on which security of Croatian Telecom Inc. will be traded without dividend payment right is June 3rd, 2026 (ex date). Dividend payment claim matures on July 3rd, 2026 (payment date).
- This Decision shall enter into effect as at the day of its passing”.
Ad 4.
“The approval of actions is given to the Members of the Management Board of the Company for the business year 2025”.
Ad 5.
“The approval of actions is given to the Members of the Supervisory Board of the Company for the business year 2025”.
Ad 6.
“The Management Board of Croatian Telecom Inc. is herewith given the authority to acquire Company’s shares, for the account of the Company, under the following terms and conditions:
- The Management Board may acquire Company’s shares in the maximal amount which, including already acquired shares, may not exceed 10% (ten percent) of the share capital of the Company.
- The Management Board is authorized to dispose of Company’s shares in line with the provisions of the Companies Act and other applicable regulations.
- In the process of acquiring and managing of Company’s shares the Management Board is empowered not to comply with the provisions of Article 211 and Article 308 of the Companies Act.
- The Management Board of the Company is authorized to act in accordance with the Article 352 paragraph 3 item 3 of the Companies Act and withdraw the shares without nominal value without the share capital of the Company being decreased in which case the remaining shares’ participation in the share capital is increased, and the Management Board is authorized to align the information on the number of shares in the Articles of Association of the Company.
- The Management Board is empowered to withdraw acquired Company’s shares without nominal value and decrease the share capital of the Company.
- The maximum price at which Company’s shares might be purchased shall not exceed 10% respectively shall not be below 10% of the average market price per share realized during the last trading day preceding the purchase.
- This authority shall be valid for 5 years as of the day of the passing of this Decision.
This Decision shall enter into effect as at the day of its passing and shall be applied within the term of authority given by this Decision”.
Ad 7.
- “The Report on remuneration paid to the Members of the Supervisory Board and to the Management Board Members in the business year 2025 is hereby approved, in the text published as Attachment 1 of the Invitation to the General Assembly, together with the Auditors’ Report, as attached hereto and making and integral part hereof.
- This Decision shall come into force as of the day of its passing”.
Ad 8.
- “The Remuneration policy for Members of the Management Board is hereby approved, in the text published as Attachment 2 of the Invitation to the General Assembly, as attached hereto and making and integral part hereof.
- This Decision shall come into force as of the day of its passing”.
Ad 9.
- “Mr. Zdravko Marić, PhD in Economics, residing in Zagreb, Republic of Croatia, is elected Member of the Supervisory Board of Croatian Telecom Inc. for the period of four (4) years. This Decision shall come into effect as of the day of its passing”.
- “Mrs. Tamara Perko, MSc in Economics, residing in Zagreb, Republic of Croatia, is elected Member of the Supervisory Board of Croatian Telecom Inc. for the period of four (4) years. This Decision shall come into effect as of 31 December 2026”.