Annual report d.d.

Transcription

1 Annual report 2012 d.d.

2 CONTENTS Management Board report 3 Statement of responsibilities of the Board 6 Independent auditor's report 7 Statement of comprehensive income 10 Balance sheet 11 Statement of changes in equity 12 Cash flow statement 13 Notes to the financial statements 14 2

3 MANAGEMENT BOARD REPORT Introduction ULJANIK d.d. is a public limited company, founded according to the laws and regulation of the Republic of Croatia. Company s headquarter is in Pula, at the address Flaciusova 1. Based on the Notification of classification of business entities according to national business activity classification of the Croatian Bureau of Statistics Zagreb, the Company has a numerical identification of the class 7010 Management activity, registration number , and Personal Identification Number As at 31 December 2012 the Company has 2 employees. Subsidiaries - ULJANIK Brodogradilište d.d. - ULJANIK Strojogradnja d.d. - ULJANIK Zajednički poslovi, d.o.o. - ULJANIK Informatika, razvoj, investicije d.o.o - ULJANIK Financije d.o.o - ULJANIK Standard d.o.o. All mentioned subsidiaries are 100% owned by ULJANIK d.d. Equity and ownership structure Based on the decision from the Government of Croatia from 5 July 2012 (Class /12-01/06, Nr: ), During July 2012 the Company carried out the Employee stock ownership plan in a way that all present or former employees of Uljanik bought shares according to conditions and price from the mentioned Government resolution, which is 51,23 HRK per share. In that process Uljanik employees signed contracts on sale of shares on grounds of which they bought shares, at the time being 58,0960% of total share capital of the Company. At the General Assembly held on 30 August 2012 the Company reached a decision on simple share capital decrease by decreasing the nominal amount of regular share marked ULJN-R-A from 300,00 HRK, for 210,00 HRK to 90,00 HRK. Based on the mentioned decision, the share capital of the Company has decreased from ,00 HRK for ,00 HRK to ,00 HRK. The amount resulted from decrease of capital was used to settle losses of the Company. Registration of share capital decrease has been enrolled in the Commercial court as at 13 September At the General Assembly held on 30 August 2012, the Company reached a decision on increase of share capital by issuing new shares and payment of stock in cash. In the procedure of increase of share capital by public offer new regular shares with individual nominal amount of 90,00 HRK have been enrolled and paid. Share capital of the Company after the increase amounts to ,00 HRK. As at 31 December 2012 share capital consists of regular first emission shares, nominal amount of 90 HRK and regular second emission shares, nominal amount 90 HRK each. Through the decision from 18 December 2012 reached by the Commercial court in Rijeka permanent office in Pazin increase of share capital has been enrolled in the court register. 3

4 Shareholders of ULJANIK d.d. as at 31 December 2012 are: Red. broj Vlasnik Broj dionica Udio u temeljnom kapitalu (%) 1 AUDIO / HRVATSKI ZAVOD ZA MIROVINSKO OSIGURANJE , HRVATSKA POŠTANSKA BANKA D.D. / KAPITALNI FOND D.D , CROATIA OSIGURANJE D.D , HRVATSKA POŠTANSKA BANKA D.D. / FOND ZA FINANCIRANJE RAZGRADNJE NEK , HYPO ALPE - ADRIA - BANK D.D. / PBZ CROATIA OSIGURANJE OBVEZNI MIROVINSKI FOND , HRVATSKI ZAVOD ZA ZDRAVSTVENO OSIGURANJE , CROATIA OSIGURANJE D.D. / ŽIVOTNO OSIGURANJE , SOCIETE GENERALE - SPLITSKA BANKA D.D. / ERSTE PLAVI OBVEZNI MIROVINSKI FOND , HRVATSKA BRODOGRADNJA JADRANBROD D.D , ADRIS GRUPA D.D , DOMAĆA FIZIČKA OSOBA (7.198) , STRANA OSOBA ( 14) , OSTALI DIONIČARI ( 46) ,3532 UKUPNO ,0000 total shareholders as at 31 December 2012 = shareholders Business activity In 2012 ULJANIK d.d. realised positive financial result after tax in the amount of thousand HRK. Total income amounts to thousand HRK, while total expenses amount to thousand HRK. From transactions with subsidiaries income in the amount of thousand HRK has been realised, an increase of 7,3% compared to previous year. Tangible expenses amount to thousand HRK, an increase of 927 thousand HRK compared to previous year, while employee expenses in the amount of thousand HRK are 5,8% larger compared to previous year. Key financial information in I-XII/2011 I-XII/2012 Turnover Operating result Net profit /(loss) for the period ( ) in Cash and short term financial assets Total assets Equity

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7 INDEPENDENT AUDITOR'S REPORT ULJANIK Brodogradnja,strojogradnja, elektroindustrija, oprema, plovidba, trgovina, turizam d.d. Pula, Flaciusova 1 INDEPENDENT AUDITOR`S REPORT To Management Board and shareholders of ULJANIK, Brodogradnja, strojogradnja, elektroindustrija, oprema, plovidba, trgovina, turizam d.d., Pula We have performed the audit of enclosed financial statements of the company ULJANIK d.d., Pula, which comprise the balance sheet as at 31 December 2012, statement of comprehensive income, cash flow statement and statement of changes in equity for the year then ended and summary of significant accounting policies and other explanatory notes. 1. Management Board`s responsibility for the financial statements Management Board is responsible for preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards. This responsibility includes: designing, implementing and maintaining internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. 2. Auditor`s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit as to obtain reasonable assurance whether the financial statements are free from material misstatement.

8 INDEPENDENT AUDITOR'S REPORT An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 3. Opinion In our opinion, financial statements present fairly in all material aspects, financial position of the Company as at 31 December 2012, its financial performance and cash flows for the year then ended, in accordance with the Accounting Act and International Financial Reporting Standards. 4. Emphasis of matter Without qualifying our opinion, we draw attention to Note 15 of the Notes to the financial statements, regarding the changes in structure of share capital of the Company. Apart from that, we draw attention to Note 7 of the Notes to the financial statements showing realised net financial income unlike 2011 showing net expense, related to impairment of investment in subsidiaries from previous year. 5. Other matters Without qualifying our opinion, we draw attention to the following: As at 31 December 2012 the Company is exposed to subsidiaries in the amount of 100 million HRK. Recoverability of those assets depends on the possibility of subsidiaries to generate expected cash flows.

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14 NOTES TO THE FINANCIAL STATEMENTS General information ULJANIK d.d. is a joint stock company founded according to Croatian laws and regulations. Headquarters of the Company is located in Pula, Flaciusova 1. On the basis of Notification of classification of business entity according to national classification of business activities of the Central Bureau of Statistics, the Company has numeric code of class 7010 Management activities, registration number of the business entity is , and the Personal Identification Number is As at 31 December 2012 the shares of the Company are quoted on the joint stock company market of the Zagreb Stock Exchange. 1. Significant accounting policies Here follows an overview of significant accounting policies adopted for preparation of these financial statements. These accounting policies have been applied consistently for all periods included in these statements, except when otherwise indicated. All policies that are applied by the Group are also applied by the Company, except where otherwise indicated Basis of preparation Statement of compliance Financial statements of ULJANIK d.d. have been prepared in accordance with International Financial Reporting Standards (IFRS) and are prepared on a historical cost basis. All amounts are presented in HRK, except where otherwise indicated, and rounded-off to the closest thousand. Foreign exchange rate for HRK as at 31 December 2012 was 1 USD=5, HRK (31 December 2011: 1 USD=5, HRK) and 1 EUR=7, HRK (31 December 2011: 1 EUR=7, HRK). These financial statements are prepared on going-concern basis. Preparation of consolidated and separate financial statements which are in accordance with International Financial Reporting Standards (IFRS) requires usage of certain significant accounting estimates. The Management Board is also required to use judgement in the process of applying accounting policies of the Group. Certain new standards have been published, amendments and clarifications for existing standards applicable for the Company, but not mandatory for periods beginning after 1 January 2012, and which the Company has not adopted in preparation of these financial statements. The Management Board does not expect that new standards will have significant influence on the Company in the period of first adoption Foreign currencies Transactions denominated in foreign currencies are converted into functional currency at the rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies were converted into HRK using the middle exchange rate of the Croatian National Bank at the end of the reporting period. Gains and losses from foreign exchange rate are included in the profit and loss account as incurred Intangible assets Intangible asset is presented according to the stipulations of IAS 38 Intangible assets, including non-monetary asset which can be recognised without physical characteristics. Intangible assets consist of: - development expenditures; - patents, licences, concessions and trademark; - goodwill; - advances for purchase of intangible assets; - other intangible assets. Intangible asset is initially recognised at cost, and after the initial recognition it is measured at cost decreased for value adjustments (accumulated amortisation) and for accumulated impairment losses. 14

15 Depreciation of intangible assets with defined lifetime is calculated on a straight-line basis (linear method in estimated useful lifetime, during contracted period) Property, plant and equipment Property, plant and equipment are presented at cost decreased for accumulated depreciation and impairment. Subsequent costs are included in the book value of an asset or are recognised, when necessary, as separate assets only when it is probable that future economic benefits associated with the item will flow to the entity, and the cost of an item can be measured reliably. Spare parts and servicing equipment are usually recognised in profit or loss as incurred. Land and assets under construction are not depreciated. Depreciation of other assets is calculated for each item separately on a straight-line basis over the estimated useful lifetime of the related assets. Estimated useful lifetime of assets is as follows: Buildings 55 years Plant and equipment 4 25 years Transportation 4 5 years Tools 10 years IT equipment 4 years The gain or loss arising from de-recognition of assets is determined as the difference between the net disposal proceeds and the carrying amount of the item and shall be included in profit or loss when the item is derecognised Investments in subsidiaries In separate financial statements of the Company, investments in subsidiaries are measured at cost, adjusted for permanent decrease in value. Received and voted dividends are recorded in favour of profit and loss of the Company Investments in associates and other non-consolidated companies An associate is an entity in which the Company has significant influence, but no control or joint control over financial and business policies. Investments in associates (companies in which the investor has 20-50% voting rights) are recorded at nominal amounts, and in the statements of the investor are calculated using the cost method upon calculation during the business year in which the results are realised Financial instruments Financial assets and liabilities are initially recognised at cost, representing fair value of given or taken counterobligation including transaction costs. After initial recognition investments classified as available for sale or held for trading are valued at fair value. Gains or losses on available for sale investments are recognised in the profit and loss account. Gains and losses on investments available for sale are recognised in equity in reserves, until the investment is derecognised, collected or impaired, when the cumulative gains or losses recognised in equity are recognised in profit and loss. Investments in shares that are not quoted on the active market are recognised at cost, if the fair value cannot be reliably measured. Other financial assets held to maturity and financial liabilities, which are loans given and received and issued bonds are subsequently carried at amortised cost using the effective interest rate method. Amortised cost is calculated taking into account any discount or premium on acquisition until maturity. For investments carried at amortised cost gains and losses are recognised in the profit and loss account when derecognised or impaired, as well as through depreciation process. Regular transactions with financial instruments are recorded when the asset is delivered (settlement date). When settlement date in financial records is applied, changes in the value of the assets are recorded even though the asset is not recognised until the settlement date. 15

16 1.8. Impairment of financial assets The Group assesses at each reporting date whether there is an indication that a financial asset may be impaired, except the assets classified as valued at fair value through profit and loss. If such objective indication exists due to one or more events arising after the initial recognition, and that event affects the estimated future cash flows from financial assets, financial asset is impaired. If objective indication on arising impairment of equity instrument not quoted on the active market and not valued as at fair value exists, amount of impairment loss is measured as the difference between book value of financial asset and present value of estimated future cash flows discounted using current market return rate for similar financial assets Leases Leases are classified as financial leases if all the risks and rewards incidental to ownership are transferred. All other leases are classified as operating leases. Operating lease is recognised in the profit and loss account on a straight-line method during the lease term Receivables Receivables (except given loans) are stated in the original amount decreased to the recoverable amount by impairment of doubtful receivables. Receivables are derecognised when collected or expired, when the final uncollectability is determined or in case of statute of limitations. Receivables for which un-collectability is determined and statute of limitations has arisen are charged to expenses and booked out of the records. Realised income for which adequate expenses are affected, but with no elements to be recorded as receivables, are stated as accrued income according the amount stated in the document validating the business event. When the requirements for issuing the document validating the receivables are met, accrued income is transferred to receivables account Cash and cash equivalents Cash and cash equivalents comprise cash in hand, short term deposits with 3 months maturity or less and cash at banks. Cash amounts at banks and in hand are stated in the nominal amount pronounced in HRK. Foreign currencies at banks and in hand are denominated at the balance sheet date using the middle exchange rate of the Croatian National Bank Income tax Tax calculations are based on profit calculations for the year and reconciled for permanent and temporary differences between taxable and accounting profit. Income tax calculation is computed according to Croatian tax regulations. Deferred income tax is provided using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred income tax assets and liabilities are measured at tax rates that are expected to apply in years in which the asset is realised or liability settled. Deferred income tax asset is recognised when it is probable that sufficient taxable profit will be available to allow that asses to be utilised. Current and deferred income tax is charged or credited directly to equity if the tax relates to items that are credited or charged, in the same or different period, directly to equity. At the balance sheet date unrecognised deferred tax assets are re-assessed as well as the adequacy of current value of tax assets Equity Share capital is stated in the amount recorded in the Court Register on constitution, or change of share capital value. 16

17 1.14. Provisions Provisions are recognised if the Company has a present legal or constructive obligation as a result of past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation Employee benefits (a) Pension plans and other post -employment benefits In course of regular business during wage payments the Company, on behalf of its employees, members of the pension funds, pays contributions according to the law. Payments to pension funds are stated as part of the wage expenses when calculated. (b) Severance payment Severance payment is recognised when the Company terminates the contract of the employee before normal retirement date or when the employee willingly accepts termination of the contract in exchange for severance pay. The Company recognises severance payment liabilities when it has accepted the obligation to terminate the contract with present employees, based on detailed formal plan without possibility to cancel it or plans severance payment as a result of an offer to encourage voluntary termination of the contract Income recognition Income is measured at fair value of the consideration received for sold goods or rendered services in the course of the ordinary activities. Income is stated taking into account VAT, rebates and discounts. (a) Rendering of services Income is recognised in the period in which the services have been rendered. (b) Interest income Interest income is recognised as interest accrues, taking into account real yield on ceded funds. (c) Dividends Dividends are recognised when the right to receive payments has been established Comparatives When necessary, comparative information is reclassified for the purpose of comparability into classification used in the financial statements for the current year. 17

18 2. Turnover Rendering of services Sales income relates to income from rendering of services to companies of the ULJANIK Group. 3. Other operating income Other operating income Personnel expenses Wages and salaries Contributions Number of employees in the Company as at 31 December 2012 was 2 (31 December 2011: 4). 5. Depreciation and amortisation expenses Intangible assets - - Tangible assets

19 6. Other operating expenses Insurance premiums Property tax and other tax not related to profit Representation expenses Related companies expenses and other non-production services Receivables write off Bank fees and commissions Other personnel expenses Concession remuneration Other intangible operating expenses Net financial income / (expenses) Interest income Gains from foreign exchange rate Other financial income 3 9 Total financial income Losses from foreign exchange rates (97) (56) Impairment of financial assets - ( ) Total financial expenses (97) ( ) Net financial income / (expenses) ( ) In 2011, in line with IAS 39, the Company made impairment of investments in subsidiaries in the amount of thousand HRK. 19

20 8. Income tax Tax basis is profit from business operations. Profit is determined as the difference between income and expenses and corrected for allowances and exemptions in accordance with stipulations of the Income Tax Law. Valid income tax rate is 20% Reconciliation of accounting and tax profit: Accounting profit / (loss) ( ) Not recognisable tax expenses Non-taxable income (3) (10) Taxable profit Utilisation of tax losses - (13.146) Taxable profit Income tax (20%) Tax losses brought forward Utilised tax losses - (13.146) Tax losses brought forward Intangible assets Patents, licenses and other rights Total Cost Balance as at 31 December Write-off (4) (4) Balance as at 31 December Value adjustment Balance as at 31 December Write-off (4) (4) Balance as at 31 December Net book value Balance as at 31 December Balance as at 31 December

21 10. Property, plant and equipment Land and Furniture, tools and Total buildings vehicles Cost Balance as at 31 December Acquisition Sale - (142) (142) Write off - (49) (49) Balance as at 31 December Value adjustment Balance as at 31 December Expense for the period Sale (140) (140) Write off (48) (48) Balance as at 31 December Net book value Balance as at 31 December Balance as at 31 December Acquisition cost of the asset, which is completely depreciated, but still in use, amounts to thousand HRK. 11. Investments 31 December December 2011 Investments in shares Investments in subsidiaries (see 11a) Investments in associates As at 31 December 2012 the Company has 140 thousand HRK invested in shares of Croatia Osiguranje d.d. Zagreb and 31 thousand HRK in the shares of Privredna banka Zagreb. Investments in associates in the amount of thousand HRK relate to shares in Adriadiesel d.d. Karlovac in the amount of thousand HRK, representing 28,15% of share capital of the company, and shares in Brodogradilište Viktor Lenac d.d in the amount of thousand HRK, representing 23,22% of share capital of the company. Investments in mentioned companies are stated at cost. In the separate financial statements of the Company, investments in subsidiaries are stated at cost, decreased for permanent impairment. 21

22 11(a) Investment in subsidiaries Uljanik d.d. is the company that controls the Group, and has shares in the following subsidiaries as at 31 December 2012: Subsidiary Basic activity ULJANIK Brodogradilište d.d. ULJANIK Strojogradnja d.d. ULJANIK Zajednički poslovi d.o.o. ULJANIK IRI d.o.o. ULJANIK Financije d.o.o. ULJANIK Standard d.o.o. Shipbuilding Engine production Accounting, human resources, legal and similar services IT services for the Group and others Financial services for the Group Catering for Group companies and others In each of the above mentioned companies Uljanik d.d. has 100% ownership. 12. Receivables 31 December December 2011 Long term Other receivables Short term Trade receivables Receivables from Group companies Receivables from the State Other receivables As at 31 December 2012 the Company has receivables from Tankerska plovidba d.d. Zadar in the amount of thousand HRK (31 December 2011: thousand HRK based on the contract on mutual investment in Brodogradilište Viktor Lenac out of which thousand HRK is stated as other short term receivables. The Company collects its receivables in accordance with contracts signed with other entrepreneurs. 13. Financial assets 31 December December 2011 Approved loans

23 As at 31 December 2012 balance of given short term liquidity loans amounts to thousand HRK, out of which thousand HRK relate to given loans to related companies, and 750 thousand HRK to loans given to unrelated companies. 14. Cash 31 December December 2011 Cash at bank in HRK Cash at bank in foreign currencies Cash in hand Share capital 31 December December 2011 Share capital as at 31 December During July 2012 the Company carried out the Employee stock ownership plan in a way that all present or former employees of Uljanik bought shares according to conditions and price from the mentioned Government resolution, which is 51,23 HRK per share. In that process Uljanik employees signed contracts on sale of shares on grounds of which they bought shares, at the time being 58,0960% of total equity of the Company. At the General Assembly held on 30 August 2012 the Company reached a decision on simple share capital decrease by decreasing the nominal amount of regular share marked ULJN-R-A from 300,00 HRK, for 210,00 HRK to 90,00 HRK. Based on the mentioned decision, the share capital of the Company has decreased from ,00 HRK for ,00 HRK to ,00 HRK. The amount resulted from decrease of capital was used to settle losses of the Company. Registration of share capital decrease has been enrolled in the Commercial court as at 13 September At the General Assembly held on 30 August 2012, the Company reached a decision on increase of share capital by issuing new shares and payment of stock in cash. In the procedure of increase of share capital by public offer new regular shares with individual nominal amount of 90,00 HRK have been enrolled and paid. Share capital of the Company after the increase amounts to ,00 HRK. As at 31 December 2012 share capital consists of regular first emission shares, nominal amount of 90 HRK and regular second emission shares, nominal amount 90 HRK each. Ownership structure of the Company as at 31 December 2012 is as follows: 23

24 Red. broj Vlasnik Broj dionica Udio u temeljnom kapitalu (%) 1 AUDIO / HRVATSKI ZAVOD ZA MIROVINSKO OSIGURANJE , HRVATSKA POŠTANSKA BANKA D.D. / KAPITALNI FOND D.D , CROATIA OSIGURANJE D.D , HRVATSKA POŠTANSKA BANKA D.D. / FOND ZA FINANCIRANJE RAZGRADNJE NEK , HYPO ALPE - ADRIA - BANK D.D. / PBZ CROATIA OSIGURANJE OBVEZNI MIROVINSKI FOND , HRVATSKI ZAVOD ZA ZDRAVSTVENO OSIGURANJE , CROATIA OSIGURANJE D.D. / ŽIVOTNO OSIGURANJE , SOCIETE GENERALE - SPLITSKA BANKA D.D. / ERSTE PLAVI OBVEZNI MIROVINSKI FOND , HRVATSKA BRODOGRADNJA JADRANBROD D.D , ADRIS GRUPA D.D , DOMAĆA FIZIČKA OSOBA (7.198) , STRANA OSOBA ( 14) , OSTALI DIONIČARI ( 46) ,3532 UKUPNO ,0000 Shareholders have the right on dividends and one vote for each share on annual and extraordinary assembly of the Company. As at 31 December 2012 the shares of the Company are quoted on the joint stock company market of the Zagreb Stock Exchange under stock market index ULJN-R-A. 16. Dobavljači i ostale obveze 31 December December 2011 Trade payables Liabilities toward related companies Liabilities toward employees Taxes and contributions Other liabilities The Company settles its cash liabilities according to contracts and legal terms, and stated liabilities at the balance sheet date in the amount of 987 thousand HRK are undue. 17. Accruals and deferred income 31 December December 2011 Accruals Accruals refer to calculated costs for audit of financial statements. 24

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26 ULJANIK d.d. Identification Number Supervisory Board Uljanik d.d. Supervisory Board during the meeting which was held on 26 th April 2013 has adopted the following DECISION I Gives it approval to the Suggestion of the Decision regarding establishing Yearly Financial Reports for 2012 as well as adopting the Auditor's Report, which reads as follows: I. The Company's Main Assembly establishes the primary Financial reports for ULJANIK d.d.- parent company for 2012 as follows: 1. Balance sheet on with the sum of assets and liabilities amounting to 321,526, kuna. 2. Report on the overall profit for the year that has ended on 31 st December 2012 with the expressed profit after taxation amounting to 3,204, kuna. 3. Report on changes of capital. 4. Report on cash flow. 5. Notes on Financial Reports for II. The Company's Main Assembly establishes the primary Financial Reports for ULJANIK Group for 2012 as follows: 1. Consolidated Balance Sheet on with the sum of assets and liabilities amounting to 1,677,599, kuna. 2. Consolidated Report on the overal profit which ended on 31 st December 2012 with the expressed loss after taxation amounting to 72,799, kuna. 3. Consolidated Report on changes of capital. 4. Consolidated Report on cash flow. 5. Notes on consolidated Financial Reports for III. The Company's Main Assembly accepts the Auditor's Report regarding the effected revision of ULJANIK d.d. Financial Reports for IV. The Company's Main Assembly accepts the Auditor's Report regarding the effected revision ULJANIK Group consolidated Financial Reports for On the basis of Article 300.e of the Companies Act, the Supervisory Board waives the establishment of the yearly Financial Report for 2012 to the Assembly. II ULJANIK d.d. Vice-president of the Supervisory Board Erik Ružić

27 ULJANIK d.d. Identification Number Supervisory Board Uljanik d.d. Supervisory Board during the meeting held on 26 th April 2013, in the process of assessing the Decision on the use of profit based on Article 300.c of Companies Act, has adopted the following DECISION Approval is given to the Suggested Decision regarding the use of profit for 2012 which reads: 1. Profit after tax for 2012 amounting to 3,204, kuna is established. 2. Profit after tax amounting to 3,204, kuna is distributed to the other reserves. I The Suggested Decision is forwarded to the Company's Assembly for adoption. II ULJANIK d.d. Vice-president of the Supervisory Bord Erik Ružić.