200
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ZABA Annual Shareholder
Assembly, April 17, 2007 |
200.010
200.020
Appendices to Pašk Kačinari's
Counterproposals
200.030
Republic of Croatia's Constitutional Court
opinion supports fundamentals of Kacinari's lawsuit against ZABA
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200.010
Counterproposal by shareholder Pašk Kačinari
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Document number and name |
First
page
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No. of
pages |
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200.010.010
Pašk
Kačinari's counterproposal
Pašk Kačinari challenges the legality of convening
the Annual Shareholder Assembly, for the reason that the
present-day assembly doesn't represent even a quarter of
the bank's share capital. Therefore, in his
counterproposal, Pašk Kačinari argues that there is
still no legal basis for holding a legal shareholder
assembly of the bank.
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s1330a |
3 |
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200.020
Appendices to Pašk Kačinari's Counterproposals
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Document number and name |
First
page
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No. of
pages |
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200.020.010
Act granting ZABA
permission to operate
ZABA was granted
permission to operate on Nov. 9, 1989, by an Act of the National
Bank of Yugoslavia. This has led the Croatian Central Bank (HNB)
to claim that it has "no knowledge" about how ZABA came into
being and who established and how, with what capital, how it
became private, etc. For this reason, the HNB, as the bank of
emmission of the State of Croatia, has neglected to fully carry
out its supervisory role, at least in case of the "untouchable"
ZABA. Among other places, this is referred to in:
"Report on the
process of founding, i.e. transformation of banks into stock
companies or limited liability companies, which was carried
out according to the Law on Banks and Other Financial
Institutions"
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s1331 |
1 |
200.020.020
Zaba's
proof of deposit into the Founding fund
In its
founding fund, ZABA has shown only the deposits of its founders
- the 1287 state-owned firms (see:
The most complete list of victims of the
Bank Robbery of the Century
).
However, at that time, what was "lost" was the capital possessed
by ZABA on the basis of ownership of buildings, inventory, the
bank's other funds, ownership shares in foreign banks outside of
the then-SFRY, etc.
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s1326-01 |
1 |
200.020.030
Excerpt from the
Minutes of the ZABA Founding Conference
To this founding conference
were not invited ZABA's co-founders: the Republic of Croatia,
the City of Zagreb, ZABA's employees or their representatives
with the right to shares based on years of employment, nor
"Jugobanka" bank.
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s1327-01 |
1 |
200.020.040
Act on Determining
ZABA's Account Balance and Yearly Financial Report for 1989
From the bank's balance
books for 1989 it can be seen how much founding capital it had
and how many corresponding shares it was supposed to issue.
Thus, on Jan. 1, 1990, ZABA had a fouding fund of
1,409,318,000.00 din,
for which it was supposed to have issued 1,409,318 Emission I,
Series A shares. However, ZABA issued only 863,000 shares.
|
s1332-01 |
2 |
200.020.050
Act on Determining ZABA's Account
Balance and Yearly Financial Report for 1990
From the bank's balance
books for 1990 it can be seen how much founding capital it had
and how many corresponding shares it was supposed to issue.
Thus, on Jan. 1, 1991, ZABA had a founding fund of
2,458,433,000.00
din, for which it was supposed to have issued 2,458,433 Emission
I, Series A shares. However, ZABA issued only 863,000 shares.
|
s1333-01 |
2 |
200.020.060
Act on Determining
ZABA's Account Balance and Yearly Financial Report for 1991
From the bank's balance
books for 1991 it can be seen how much founding capital it had
and how many corresponding shares it was supposed to issue.
Thus, on Jan. 1, 1992, ZABA had a fouding fund of
8.615.877.984,80 hrd, for which it was supposed to have issued
8.615.878 Emission I, Series A shares. However, ZABA issued only
863,000 shares.
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s1334-01 |
2 |
200.020.070
Archival Excerpt
from the ZABA Share Register for
Gavrilović"
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s1335-01 |
1 |
200.020.080
Agreement to perform
transaction of "Lovački rog" shares
When comparison is
made between the original state for this firm in ZABA's share
register (see:
The most complete list of victims of the
Bank Robbery of the Century)
with the number of shares mentioned in this Agreement and their
serial numbers from this Agreement, it can be seen that the
number of shares grew according to an arbitrary coefficient,
differing from that for the growth of the shares of the
"Gavrilović" company, and that, bearing in mind the Share
Register's original quote, certain shareholders were
"overlooked."
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s1336-01 |
2 |
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200.030
Republic of Croatia's Constitutional Court opinion
supports fundamentals of Kacinari's lawsuit against
ZABA
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Document number and name |
First
page
|
No. of
pages |
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200.030.010
Republic of
Croatia's Constitutional Court opinion supports fundamentals of
Kacinari's lawsuit against ZABA
According to an opinion issued by the Croatian
Constitutional Court, a shareholder with more than
95% share in a company's basic capital may seek to
buy the remaining shares, accompanied by just
compensation of the other shareholders. If ZABA's
Share Register and balance books were indeed lawful
and if its recorded owners were its true owners,
then there would be no economic logic for the latter
to allow the types of challenged launched by
shareholder Pask Kacinari to be presented at
shareholder meetings, nor would the bank, with its
need for continuing positive public image and
confidence in its stability, allow this constant
questioning of its legal position (PASK
KACINARI'S COUNTERPROPOSAL,
ANNEXES TO SHAREHOLDER KACINARI'S COUNTERPROPOSAL).
It would make much more economic sense to buy out
the "remaining" less than 5% shares (the amount the
present so-called majority owners require to reach
the full 100% share ownership), than to allow the
bringing into question the bank's entire legal
standing.
However, ZABA's management knows
that Kacinari is right and that they have no proof
by which to show the legality of the Share Register
or the balance books, and that, were they to launch
such an operation, they would just open the doors to
a process of proving Kacinari's claims - i.e. that a
minority that has usurped only 21% of ZABA's basic
capital and shares has taken control over ZABA
operations.
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s1356-01 |
6 |
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