The High Administrative Court Confirmed the Decisions of the General Assembly of Ingra by Rejecting Zoran Andročević’s Appeal

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The company Ingra announced via the Zagreb Stock Exchange that the High Commercial Court (VTS) confirmed the ruling of the Commercial Court in Zagreb from November 7, 2023, which rejected the lawsuit of shareholder and former employee of Ingra Zoran Andročević for the determination of the nullity of the decisions of the General Assembly of the company made at the meeting held on August 30, 2019. At that time, among other things, it was decided to accept the proposal of shareholders the late Juroslav Buljubašić, Franjo Herceg, and Ivan Škegro to appoint two proposers (Herceg and Škegro) and Mario Aunedi Medek to the Supervisory Board (NO).

We spoke with Zoran Andročević, who stated that he has nothing against the Management or the Supervisory Board, and that his lawsuit was actually of a principled nature, aimed at promoting the proper application of positive laws. Namely, by appointing the aforementioned trio to the NO, the number of members of that body was increased to eight, which is contrary to the Companies Act, which states that the number of members of the NO must be an odd number.

On the other hand, Andročević states, it was not possible to appoint a member from the Workers’ Council because it did not exist due to the small number of employees, and the others could not be members of the NO due to their functions and dependencies.

In addition, Andročević added, it is evident from the behavior of the Assembly that the co-acting co-owners of Ingra, hidden behind custodial accounts, exceeded the ownership stake of 25 percent (he did not specify which members of the Management and NO), which means they should have sent a binding offer to the other shareholders for the takeover of the company. Andročević also requested that Hanfa comment on this allegation, but he says that instead of a response from Hanfa’s Directorate for the Supervision of Companies, he received a response from the Directorate for Consumer Protection, which he finds strange, questioning what consumer interest has to do with this issue.

– The case, in my opinion and that of other small shareholders, unfortunately shows the shortcomings and the possibility of collusion by corporations in the application of the Companies Act and the Takeover Act to the possible detriment of other shareholders, along with all the engrained systemic errors that the European Union attributes to the Croatian judiciary. The entire procedure had to go through judicial instances, although it could have been resolved more simply through an administrative procedure, i.e., Hanfa’s supervision. Thus, both procedures, judicial and special administrative (given that HANFA is under the jurisdiction of the Parliament), did not open the way to correct formal errors. The intention was to bring transparency to the Croatian capital market and the application of corporate ethical codes. I would not have gained any financial benefit if the ruling had been made in my favor; it is about applying positive laws. That is, if the law needs to be changed to fit the new reality, let changes be made – said Andročević, director of GIU INGRA-DET.

Thus, according to the claims of this shareholder and former employee of Ingra, there is a violation of the mentioned laws, which he believes the Commercial Court, later the VUS, as well as Hanfa, failed to determine.

Hanfa and Ingra See the Judicial and Administrative Procedure Differently

We also asked Hanfa why the response was sent from the Sector for Systemic Risks and Consumer Protection, and not, for example, from the Capital Market Supervision Sector, or the Directorate for the Supervision of Issuers. Hanfa responds that everything is in accordance with procedure and that nothing is disputed. They emphasize that the Sector for Systemic Risks and Consumer Protection is the central organizational unit of Hanfa that responds to all consumer complaints (and not only individuals as defined by the Consumer Protection Act, but also legal entities), their inquiries, and other communications from users of financial services, as well as – shareholders.

– This is defined by Hanfa’s internal acts, but also publicly published in the introductory part of the publication Complaints of Users of Financial Services, which explains the jurisdiction, powers, and actions of the Sector.

The Sector for Systemic Risks and Consumer Protection, as the central organizational unit for complaints/inquiries, responds to all such communications regardless of their subject matter, i.e., to which financial service or subject of Hanfa’s supervision they relate, and in this case, it is about the issuer. When responding to complaints/inquiries, other organizational units of Hanfa are included as needed. This was also the case in this specific case, where the Capital Market Supervision Sector had insight into the subject, and the response was coordinated in communication with that Sector. Regardless of which specific sector in Hanfa it comes from, the response is sent on behalf of the entire institution, i.e., Hanfa – they explain at Hanfa.

We also requested Ingra’s position, from which they conveyed that they do not consider it necessary to comment on the plaintiff’s allegations since the judicial process has been concluded, but they still decided to respond.

– The fact is that in all court disputes we try to find a peaceful solution and resolve the dispute through settlement, except in cases of malicious and malicious lawsuits when it is our duty to defend our positions in court to the end, as was the case here – they stated from Ingra.

Thus, despite the differing views of the actors in the mentioned proceedings, the VUS has definitively decided with its ruling to confirm the decisions of the General Assembly of Ingra made on August 30, 2019.