Based on the authorization from the Shareholder Assembly decision of the Zagreb Stock Exchange, Inc. dated 12 February 2018, in accordance with the provisions of Article 301 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 and 40/19), the Supervisory Board of the Zagreb Stock Exchange, Inc. Zagreb, Ivana Lucica 2a / 22, established on July 27, 2020 the full text of the Articles of Association as follows:
ARTICLES OF ASSOCIATION
(full text)

Company name
Article 1

The Company name is: Zagrebačka burza d.d.
The Company name in English is: Zagreb Stock Exchange, Inc.
 
Registered Office
Article 2

The Company’s registered office  sin Zagreb.
The Company’s business address shall be decided by the Management Bord, subject to obtaining previous approval of the Supervisory Bord.
 
Registered Business Activity
Article 3

The Company’s registered business activity is:
  • regulated market management;
  • collection, processing and dissemination of trading data;
  • Multilateral Trading Facility (MTF) management;
  • development, maintenance and disposal of software for the regulated market management, collection, processing and dissemination of trading data, organisation and implementation of education for capital market participants;
  • services related to the organisation and implementation of education for capital market participants;
  • publishing activity;
  • assignment and administration of the Legal Entity Identifier (LEI);
  • publishing of the trade reports on investment companies;
  • information society services.

The publishing activity referred to in paragraph 1 of this article shall be performed by the Exchange exclusively for the purpose of organising and implementing education of capital market participants.
 
Equity
Article 4

The Company has an equity of HRK 46,357,000.00 (forty six million three hundred and fifty seven thousand).
 
Shares
Article 5

The Company’s equity is divided into 4,635,700 ordinary registered shares. Each share has a nominal value of HRK 10,00.
All holders of ordinary shares shall enjoy equal rights.
The shares are issued by the Company in a dematerialised form in accordance with regulations.
The shares exist in the form of electronic records in the securities account of the central depository's electronic system, in accordance with applicable regulations, with an appropriate certificate issued to their shareholders.
The share register is maintained by the central depository, managed by the Central Depository and Clearing Company Inc.
 
Organisation Structure
Article 6

The internal organisation structure of the Company shall be decided by the Management Board.
 
Management Board, Representation and Pro Cura
Article 7

The Management Board shall manage the Company’s business affairs. The Company’s Management Board shall consist of two (2) members.
Members of the Management Board shall represent the Company in an individual and several capacity.
The Supervisory Board shall appoint one member to be the Management Board President.
The functioning and work of the Management Board shall be defined by the Rules of Procedure governing the Management Board work to be passed by the Management Board, subject to approval of the Supervisory Board.
Members of the Management Board shall be appointed for a maximum term of five (5) years.
The Management Board may not grant pro cura powers.
 
Article 8

The following matters decided by the Management Board shall require approval of the Supervisory Board:
  • conclusion of agreements or contracts which result in a liability in excess of HRK 500,000.00, accumulated for the same purpose in the course of one calendar year;
  • conclusion of agreements or contracts to buy and sell real estate, its encumbrance, lease or rent;
  • adoption of the strategy, business plan and of the plan of investment activities.
  • Candidates for members of the supervisory boards of controlled companies and affiliated companies;
  • transactions undertaken by the Company with related parties if the value of such transaction alone or together with other transactions undertaken by the Company with a related party over the 12 months preceding the undertaking of the transaction exceeds 2.5% of the sum of non-current and current assets stated in the last annual account.
Any resolutions passed by the Management Board shall be entered in the ledger of Management Board resolutions. The resolutions shall be entered in the chronological order for each year and shall be enumerated. The ledger of Management Board resolution shall be kept on the premises of the Company’s registered office.
 
Supervisory Board
Article 9

Members of the Supervisory Board shall be elected according to the criteria and in the manner defined by the provisions of the regulations which govern the capital market, as well as company formation and operation.
The Company´s Supervisory Board has up to nine (9) members.
Up to seven (7) members of the Supervisory Board shall be elected by the Shareholder Assembly at its general meeting.
The European Bank for Reconstruction and Development, One Exchange Square, London EC2A 2JN, United Kingdom, OIB 65196735166, is entitled to appoint one (1) member of the Supervisory Board as long as it is recorded in the share register as a shareholder of the Exchange.
One (1) may be appointed by the employees, in accordance with the provisions of the special law which regulates labour and employment relations for as long as the conditions for it stipulated by the applicable law exist.
The Supervisory Board shall elect a Chairperson and a Deputy Chairperson from its ranks by a majority of votes of all members.
Members of the Supervisory Board shall discharge their duties related to the membership of the Board in person only, and not by proxy, through a stand-in representative or in any other similar manner.
Candidates for members of a new Supervisory Board shall be nominated by the Company's outgoing Supervisory Board at the end of its mandate.
Members of the Supervisory Board shall be elected by the Shareholder Assembly deciding on the list of nominees at its general meeting.
A signed statement that the nominee agrees to and fulfils all the criteria for membership of the Supervisory Board stipulated by the regulations which govern the capital market, as well as company formation and business operations and by these Articles shall be submitted along with the nomination.
The Supervisory Board shall be elected for a term of three (3) years by the Shareholder Assembly at its general meeting. In the event that the membership of any Supervisory Board members should cease before the end of their mandate, a new member taking the same post shall discharge duties of the Supervisory Board member until the Supervisory Board mandate expires.
 
Article 10

As part of its activities, the Supervisory Board shall:
  • elect a Supervisory Board Chairperson and Deputy Chairperson from its ranks;
  • appoint and dismiss the Company's Management Board;
  • represent the Company before the Management Board;
  • conclude employment contracts with the Company's Management Board;
  • supervise the work and business operations of the Company;
  • approve any resolutions and other regulatory documents passed by the Company's Management Board, as required by law or these Articles;
  • submit an annual supervision report to the Shareholder Assembly;
  • define a revised text of the Company’s Articles of Association;
  • decide on the amendments to the Company’s Articles in case these should concern a harmonisation of its text with any resolutions taken by the responsible bodies of the Company;
  • appoint and dismiss members of its committees for the purpose of preparing any resolutions the adoption and implementation of which falls within its competence;
  • decide on any other matters which, pursuant to law or the provisions of these Articles, have been entrusted to it as the competent body;
  • adopt the Rules of Procedure governing its work, if this finds this to be appropriate.
  • it ensures the existence of a long-term succession plan ensuring a careful and timely appointment of a successor to any individual member of the Management Board of the Exchange, thus in the process should be included the members of the Management Board of the Exchange
  •  
 
Article 11

The Exchange Supervisory Board shall operate through meetings and committees which it may establish for individual special purposes. The Supervisory Board may authorise one or more of its members or hire an external expert (natural or legal person) to perform certain tasks.
 
Article 12

Supervisory Board meetings are generally convened once each quarter but may be convened more often, if necessary.
Members of the Supervisory Board may receive an award for their work appropriate to the tasks performed by each member of the Supervisory Board, the Company’s condition, attendance of Supervisory Board meetings and other activities performed for the benefit of the Company.
The size of the award for the work on the Supervisory Board shall be decided by the Company's Shareholder Assembly at its general meeting.
The award for the previous year is payable in a single lump sum only in the event that the Exchange reports a profit, according to the audited financial statement of the respective business year. If a loss is reported in the financial statement, Supervisory Board members shall not be entitled to award for their work on the Supervisory Board for the year concerned.
In the event that the award is due under paragraph 4 of this article, the Exchange shall pay it within 30 days of receiving a statement of the licensed auditor on the performed audit of the financial statement.
 
Article 13

The Supervisory Board shall adopt its resolutions at meetings.
Supervisory Board resolutions shall be passed by a majority of the votes cast by the members in attendance. Each Supervisory Board member can cast one vote.
By way of exception, in emergencies, absent members of the Supervisory Board may participate in decision-making by casting their vote in writing.
Supervisory Board votes may be cast in writing, by fax, electronic mail from an official e-mail address stated by the particular Supervisory Board as his or her contact address and by other appropriate technical means, provided that no member of the Supervisory Board opposes such a manner of voting.
Any resolutions adopted in accordance with paragraphs 3 and 4 of this article shall be entered in the minutes of the meeting to be sent to members via e-mail, and confirmed at the following Supervisory Board meeting.
 
 
Shareholder Assembly
Article 14

The Shareholder Assembly is competent to decide on the following matters:
  1. election and dismissal of Supervisory Board members elected at its general meeting;
  2. award for the work of Supervisory Board members;
  3. grant of discharge to the members of the Company's Management and Supervisory Board;
  4. amendments to the Articles of Association;
  5. appointment of the Company’s auditors;
  6. company's capital increase and reduction;
  7. status changes and cessation of the Company;
  8. adoption of the Rules of Procedure governing its work, if it finds this to be appropriate;
  9. other matters which, by law and the provisions of these Articles, have been expressly entrusted to it as the competent body
  10. remuneration policy and remuneration report for Management and Supervisory Board members. 
  11.  
 
Article 15

The Annual General Meeting (AGM) of the Shareholder Assembly is generally held on the Company's premises. The Exchange Management Board may decide to hold the AGM in another location, if justified.
 
Article 16

The notice to convene the AGM shall be published in the Company's newsletter and on its website.
The Company may additionally send electronic invitations to the AGM to shareholders at the e-mail addresses previously provided by individual shareholders.
 
Article 17

The following shall be entitled to participate in the AGM or to exercise the voting rights:
  • any persons who are recorded as Company shareholders in the depository of the Central Depository and Clearing Company Inc. no later than six (6) days prior to the AGM (record date);
  • shareholders who have announce to the Company their attendance at the AGM at least 6 (six) days prior to the meeting of the AGM. The deadline does not include the day the announcement of attendance has been received by the Company. Management Board shall define the address to which the announcement needs to be delivered in the invitation to AGM.
Any shareholders who do not meet all the criteria set forth in this Article and in the invitation to the AGM may attend but shall not be entitled to vote at the AGM.
Shareholders may also be represented by proxy at the AGM.
Any proxies who, in addition to meeting all the criteria set forth in this Article, submit a power of attorney to the Company are entitled to participate at the AGM. Any proxies who do not meet all the criteria set forth in this Article and in the invitation to the AGM may attend but shall not be entitled to vote at the AGM.
The Management Board is authorised to provide that shareholders can participate in the AGM without being present at its venue and without a proxy and can exercise all or individual of her/his rights, either in whole or in part, by way of electronic communication. In such a case, the Management Board shall define the extent and the procedure for participating and exercising rights in such a manner in the invitation to AGM.
The Management Board is authorized to provide that the shareholders may cast their votes, without participating in the AGM, in writing or by way of electronic communication. The Management Bord shall lay down the provisions regarding such voting in the invitation to AGM. 
The Management Board of the Company is authorized to allow that the work of the General Meeting is audio and video transmitted.
 
Article 18

The AGM shall be chaired by the Supervisory Board Chairperson.
In the event that the Supervisory Board Chairperson is prevented, the AGM shall be chaired by the person appointed by the Supervisory Board Chairperson.
The AGM Chairperson shall perform the following tasks, in particular:
  • chair AGMs and determine the order in which particular items on the agenda are to be discussed, decide on the order of voting on particular proposals, the manner of voting on certain proposed resolutions and any other procedural matters;
  • sign the records of proceedings and any resolutions taken at the AGM;
  • perform any other tasks which fall within his or her competence in accordance with law and these Articles.
  •  
 
Article 19

A list of all the shareholders who are present at the AGM in person or are represented by proxy, with a list of such proxies shall be compiled, stating the first and family name of the natural person or the name of the legal person, their respective permanent residence or registered office and the number of shares they represent.
A list of the shareholders present in person or represented by proxy should be made available to all AGM participants before the first vote is cast.
 
Article 20

Each resolution passed at the AGM shall be stated in the record of proceedings, compiled by a notary public.
The record of proceedings shall state the AGM place and date, first and family name of the notary public, as well as the manner and result of voting and the Chairperson's determination on any resolutions passed.
A list of AGM participants, along with a proof of convening the AGM, shall be enclosed with the Record of Proceedings.
 
Article 21

The AGM decision-making shall be deemed to be valid provided that there are shareholders who together hold the shares representing 50% or more of the nominal issued capital of the Company or their proxies in attendance at the AGM.
When convening an AGM, the date of a subsequent AGM to be held if the first one convened should fail to reach a quorum set forth in paragraph 1 of this Article, shall also be set.
The decision-making of the AGM convened and held in such a manner shall be deemed to be valid regardless of the number of shareholders represented at it.
 
Article 22

Each share held shall entitle the shareholder to cast one vote at the AGM.
 
Company Notifications
Article 23

Where Company data and notifications are required by law to be published, such data and notifications shall be published on the website of the court register, as the Company gazette, while other notifications shall be published on the Company’s website.
In a particular case or groups of cases, the Management Board may decide to also publish the said notifications or statements in other public media.
 
Term
Article 24

The term of the Company shall be unlimited.
 
Profit Distribution
Article 25

The Company shall distribute the net profit for the business year in accordance with the regulations which govern company formation and business operations, taking account of the provisions of the regulations governing the capital market which refer to ensuring regular financial operations of the Exchange.
The Exchange shall be deemed to have sufficient funds available for regular business operations if it has funds ensuring that it can operate for at least one year in the circumstances of a major market crisis without earning any other income.
The business year shall be the calendar year.
 
Transitional and Final provisions
Article 26

These Articles of Association shall enter into effect as of the day of entry in the Register of Companies of the competent court.
 
 
President of the Supervisory Board
Borislav Centner