Ericsson Nikola Tesla joint-stock company holds Extraordinary General Meeting

The extraordinary General Meeting of Ericsson Nikola Tesla joint-stock company was held on Friday, November 22, 2024, at the company’s headquarters in Zagreb, Krapinska 45.

For participation in the work of the General Meeting, 60.89 percent of the Company’s total share capital was registered, which was sufficient for the General Meeting to reach valid decisions.

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

Along with the shareholders’ representatives, the General Meeting was also attended by the members of the Company’s Executive Management, the member of the Supervisory Board, Henrik Carle, newly elected member, Stefan Kötz as well as Franck Bouetard, who resigned from the position of chairman and member of the Supervisory Board as of today.

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

Item 2
“The amount of 4 MEUR from 2023 retained earnings will be allocated to reserves for treasury shares.
Taking into account the Company’s business results during the preceding period, the Company’s Management Board is given consent to award the Company’s employees up to 10,000 treasury shares.”

Item 3
“The decision on amending Company’s Articles of Association as follows:
Article 25 is amended and now reads as follows:
“The Management Board of the Company consists of one to five members.
In case the Company’s Management Board has more than one member, the Management Board has a President of the Management Board. The members and the President of the Management Board are appointed by the Supervisory Board.

The president of the Management Board or the director (in the case when the Management Board has only one member) is appointed for a maximum of five years. When the Management Board consists of several members, the other members of the Management Board are appointed for a maximum of four years.

The director, members of the Management Board and the President of the Management Board can be re-appointed to that position without limitation of the number of mandates. “

Article 26 is amended and now reads as follows:

“When the Management Board consists of only one member – the director, he represents the company individually and independently.
When the Management Board consists of several members, the President of the Management Board represents the Company individually and independently, and the other members of the Management Board represent the Company together with another member of the Management Board. All commercial and other powers of attorney, including procura, are granted by the Management Board in accordance with its powers of representation.
The Management Board makes decisions at meetings, by majority vote of the Management Board members. In case of an equal number of votes, the President of the Management Board has the deciding vote.
The work of the Management Board can be regulated by the Rules of Procedure of the Management Board adopted by the Supervisory Board, or by the Management Board with the approval of the Supervisory Board.”
In Article 27, Article 28, Article 29, Article 30 and Article 34, the term “director” is replaced by the term “Management Board” and “Management Board members” accordingly. “

Item 4
“The revised Remuneration Policy for the Management Board is approved and forms integral part of this decision.”

Item 5
“Stefan Kötz from Switzerland, Vordere Dorfgasse 22, 3073 Gümligen, Head of Mission Critical Networks & Strategic Projects in Market Area Europe & Latin America (MELA) in Ericsson, is elected as a member of the Supervisory Board, for a 4 (four) year term.”

Communications Ericsson Nikola Tesla