Pursuant to the Article 277. of the Companies Act (Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23) (hereinafter "Act"), the Management Board of the company INSTITUT IGH, joint-stock company for research and development in civil engineering (short: INSTITUT IGH, d.d., hereinafter "Company"), on June 17, 2026, adopted a decision to convene the General Assembly, and hereby invites the shareholders of the Company to the:
GENERAL ASSEMBLY OF THE COMPANY
INSTITUT IGH, d.d.
which will be held on July 27th 2026, at 12:00, at the Company's headquarters, Ulica Janka Rakuše 1, Zagreb, with the following agenda:
1. Opening of the General Assembly, determination of the number of present and represented shareholders;
2. Presentation of the consolidated annual report by the auditor Russel Bedford Croatia - Revizija d.o.o., which includes the annual report on the status of the Company for the 2025 financial year, with the basic financial statements being an integral part thereof;
3. Presentation of the Supervisory Board's Report on the supervision of the Company's operations during the 2025 financial year;
4. Decision on the distribution of the profit for the 2025 financial year;
5. Decision on granting discharge to the members of the Management Board for the 2025 financial year;
6. Decision on granting discharge to the members of the Supervisory Board for the 2025 financial year;
7. Decision on appointing the Company's auditor for the years 2027 and 2028.
Ad 2.
It is proposed that the General Assembly acknowledges and adopts the consolidated annual report by Russel Bedford Croatia - Revizija d.o.o., which includes the annual report on the status of the Company for the 2025 financial year, with the basic financial statements being an integral part thereof.
Ad 3.
It is proposed that the General Assembly acknowledges and adopts the Report of the Supervisory Board on the supervision of the Company's operations during the 2025 financial year.
Ad 4.
It is proposed to adopt the DECISION ON THE DISTRIBUTION OF PROFIT OF THE COMPANY INSTITUT IGH, d.d. for the 2025 financial year.
It is established that INSTITUT IGH, d.d., in the year ended 31 December 2025, realized a loss after taxation in the amount of EUR 793,103. The realized loss shall be added to the accumulated losses from previous years.
Ad 5. It is proposed to adopt a decision granting discharge to the members of the Management Board, thereby approving the work of the Management Board in the 2025 financial year.
Ad 6.
It is proposed to adopt a decision granting discharge to all members of the Supervisory Board of the Company, thereby approving their work in the 2025 financial year.
Ad 7.
It is proposed to adopt a decision appointing Russel Bedford Croatia - Revizija d.o.o., headquartered in Zagreb, Selska cesta 90B, OIB 64094041583, as the Company's auditor for the years 2027 and 2028.
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INSTRUCTIONS FOR THE SHAREHOLDERS ON PARTICIPATION IN THE GENERAL ASSEMBLY:
Conditions for Participation and Exercising Voting Rights
Shareholders of the Company who are registered as holders of the Company's shares in the Central Depository of the Central Clearing Depository Company (SKDD - Središnje klirinško depozitarno društvo d.d.) six days prior to the General Assembly are entitled to participate in its work. They must also notify the Company in advance of their intention to participate by submitting a notice to the Company's registered business address. The notice must be received by the Company no later than six calendar days before the date of the General Assembly, excluding the day of receipt.
Shareholders may participate in the General Assembly either in person or via a proxy. The proxy must be in written form and must include the name of the proxy holder, the shareholder issuing the proxy, the total nominal value of shares and votes the proxy covers, the authority to act and vote on behalf of the shareholder at the General Assembly, the date of issuance, and the duration of the proxy. The proxy must be submitted to the Company no later than the last day for registering participation in the General Assembly.
Materials for the General Assembly
Materials for the General Assembly, including the registration and proxy forms, are available to shareholders on the Company's website www.igh.hr or at the Company's headquarters on working days from 9:00 to 13:00 until the day of the General Assembly.
Inclusion of New Items on the Agenda
Shareholders holding together at least one-twentieth (1/20) of the Company's share capital may request the inclusion of additional items on the agenda, and that such a request be published. The request must include a draft resolution and an explanation and must be received by the Company at least 30 days before the General Assembly, excluding the day the Company receives the request.
Shareholder Counterproposals
Counterproposals by shareholders, including the full name or company name of the shareholder and an explanation, may be submitted to the Company no later than 14 days before the General Assembly, excluding the day the counterproposal is received by the Company. Failure to exercise this right does not prevent a shareholder from submitting a counterproposal during the General Assembly.
Right to Information
At the General Assembly, the Management Board is obligated to provide each shareholder, upon request, with information about the Company's business if such information is necessary to evaluate any item on the agenda, unless the disclosure is prohibited under the Companies Act. The relevant record for participation in the General Assembly shall be the state of the SKDD depository on July 21st 2026.
Adjourned General Assembly
If a quorum is not present at the scheduled General Assembly, the next General Assembly will be held on July 27th 2026, at 13:00 at the same location, with the same agenda. At that meeting, valid decisions may be made regardless of the quorum.
INSTITUT IGH, d.d.
Management Board
Source of information:
INSTITUT IGH, d.d.
10000 Zagreb, Janka Rakuše 1
Tel: +385 01 6125-789
Fax: +385 01 6125 415
e-mail: IR@igh.hr
web: www.igh.hr