Based upon clause 277 of The Trade Companies Law and clause 43 of the Statute of the joint stock company ELKA, electric cables factory, with headquarters in Zagreb, Žitnjak bb, (in further text Company), on its meeting held on April 5, 2004, the Company’s Management made a following:

ELKA d.d.

Zagreb , Žitnjak bb

D E C I S I O N

on calling a GENERAL ASSEMBLY MEETING of ELKA d.d.

The General Assembly of ELKA d.d. will be held on May 27, 2004 at 12 o’clock (Thursday) at the Company’s headquarters.

The General Assembly will have the following

 

A G E N D A

  • Use of profit
  • Issuing a letter of release to the Management Board members
  • Issuing a letter of release to the Supervisory Board members
  • Appointment of Company’s auditor
  • Approval of the Contract on sale and transfer of the business share in the company Elka kabeli d.o.o.

Proposed decisions

Ad. 1

The Management and the Supervisory Board of the Company propose to the General Assembly to make the following:

Decision

on the use of profit

The after taxation profit of the fiscal year 2003 in the amount of 703,765.12 kn (in letters: seven hundred three thousand and seven hundred sixty-five kunas and twelve lipas) will be deployed into the profit intended for distribution to the shareholders (dividend).

It has been stated that the retained profit of the previous years amounts to 17,586,982.57 kn (in letters: seventeen million five hundred eighty-six thousand and nine hundred eighty-two kunas and fifty-seven lipas). The amount of 1,340,147.44 kn (in letters: one million three hundred forty thousand and one hundred forty-seven kunas and forty-four lipas) will be allocated from the retained profit into the legal reserves of the Company. By this allocation the legal reserves of the Company amount to 23,824,800.00 kn (in letters: twenty three million eight hundred twenty-four thousand and eight hundred kunas), making 5 (in letters: five) % of the Company’s equity.

A part of the retained profit balance in the total amount of 12,818,429.28 kn (in letters: twelve million eight hundred eighteen thousand and four hundred twenty-nine kunas and twenty-eight lipas) will be deployed into the profit intended for distribution to the shareholders (dividend).

In terms of subsection 1 and subsection 3 of the present decision, the profit intended for distribution to the shareholders (dividend) amounts to a total of 13,522,194.40 kn (in letters: thirteen million five hundred twenty-two thousand and one hundred ninety-four kunas and forty lipas) per share, i.e. 8.80 kn (in letters: eight kunas and eighty lipas) per share. The dividend will be paid on June 11, 2004.

Ad. 2

The Management and the Supervisory Board of the Company propose to the General Assembly to make the following:

Decision

on issuing a letter of release to the Management Board members

It is stated that the Management has conducted the business operations of the Company in accordance with the law and the Statute, at which basis is being issued a letter of release to the Management Board members.

Ad. 3

The Management and the Supervisory Board of the Company propose to the General Assembly to make the following:

Decision

on issuing a letter of release to the Supervisory Board members

It is stated that the Supervisory Board of the Company has operated in accordance with the law and the Statute, at which basis is being issued a letter of release to the Supervisory Board members.

Ad. 4

The Supervisory Board of the Company propose to the General Assembly to make the following:

Decision

on appointment of Company’s auditor

DELOITTE&TOUCHE d.o.o., providers of auditing services and financial consultation from Zagreb, are appointed as Company’s auditors for year 2004.

Ad. 5

The Management and the Supervisory Board of the Company propose to the General Assembly to make the following:

Decision

Herewith is approved the Contract on sale and transfer of the business share in the company Elka kabeli d.o.o., in the text marked 1., initialled and signed by the Company’s Management.

Conditions for participation and rights of vote:

The shareholders participate at the General Assembly in person or by proxy.

The shareholders can participate at the General Assembly and use their right of vote if not later than seven days before the General Assembly meeting register their participation with the Company, pursuant to the regulations of the article 45 of the Company’s Statute, i.e. the article 118 of the Law on modifications and supplements of the Trade companies law.

The state in the Depository of the Central depository agency at the end of the last day stated for the submitting of the participation registration will be relevant for the participation at the General Assembly.

If the General Assembly could not be held on May 27, 2004 due to a lack of quorum stated by the Statute, the General Assembly will be held at the same place on June 11, 2004 at 12 o’clock.

The shareholders can get an insight into the written materials for the General Assembly (Annual financial reports of the Company for year 2003, Report on the Company’s state, Supervisory Board report, Contract on sale and transfer of the business share in the company Elka kabeli d.o.o.) at the Company’s headquarters, every working day, except Saturday, from 11 a.m. to 15 p.m.

Maja Rakvin,

Director of the Company