Plava laguna j.s.c.
General information
PLAVA LAGUNA joint stock company for hospitality and tourism
Headoffice: Rade Končara 12, 52440 Poreč, Croatia
Registered in the Commercial Court of Pazin under registration no. / MBS 040020834
Share capital: EUR 191.646.191,00 divided into 2.197.772 ordinary shares of no par value and 420.000 preference shares with a nominal value of EUR 33,00.
The share capital is fully paid
PIN No. / OIB: 57444289760
VAT Tax Identification Number: HR57444289760
Bank accounts:
PRIVREDNA BANKA ZAGREB d.d. Zagreb IBAN: HR1623400091100017577
ZAGREBAČKA BANKA d.d. Zagreb IBAN:HR7923600001101325211
ERSTE & STEIERMARKISCHE BANK d.d. Rijeka IBAN: HR8124020061100389462
ADDIKO BANK d.d. Zagreb IBAN: HR7325000091101010729
RAIFFEISENBANK AUSTRIA d.d. Zagreb IBAN: HR3124840081135054215
ISTARSKA KREDITNA BANKA d.d.Umag IBAN: HR7323800061110009038
E-mail: mail@plavalaguna.com
Phone +385 52 410 101
Fax: +385 52 451 044
About us
Plava Laguna j.s.c. is a company backed by more than 65 years of successful operation and development, based on ecological principles and sustainable development, during which time it continuously occupied leadership position in the Croatian tourism. The long-standing tradition of achieving great results and the upward trend are the results of thoughtful and systematic improvements of products, in line with the corporate core values, and by taking care of preserving financial stability as a fundamental long-term goal.
The core business of Plava Laguna is hospitality and tourism, and in destinations in which it operates – Poreč and Umag and through a branch in the Dubrovnik area – manages hotels, resorts and campsites with the capacity to accommodate more than 44 thousand guests daily in approximately 17 thousand accommodation units within a structure of 20 hotels, 10 apartment villages and 9 campsites. In addition, Plava Laguna manages two marinas with 360 berths and a number of restaurants and bars, sports and other facilities to complement the basic accommodation offer. The company continuously invests significant capital funds in the improvement of the infrastructure and facilities, service quality and destination management, among other things, through the organisation of major sports events such as the ATP tennis tournament in Umag – „Plava Laguna Croatia Open Umag“ and the triathlon race „Plava Laguna Ironman 70.3 Poreč, Istria – Croatia“.
Plava Laguna employs more than 3 thousand employees at the peak of the tourist season, and annually achieves over 5 million overnight stays.
In 2022, Plava Laguna Group generated revenues at the level of 187 million euros, earnings measured by RBITDA in the amount of 73 million euros, with a profit margin of 40.9%, all indicating to a continuity of maintaining a competitive level of economic efficiency.
The Group consists of the parent company Plava Laguna j.s.c., subsidiaries Istra D.M.C. Llc. Umag, Travel Llc. Poreč, Istraturist simple Llc. Umag, and Hotel Croatia j.s.c. Cavtat acquired on the basis of the exchange of shares agreement concluded between the associated companies on 2 September 2022, and thus, a leading 5-star resort in the destination of Dubrovnik, with its wide array of accompanying facilities such as conference centre, spa & wellness, joined Plava Laguna.
Historical development
Company Plava laguna (Laguna Poreč) was founded in 1957 as a company for hospitality and tourism and it is one of the first tourist companies in Croatia.
New changes with the beginning of 1991 were provoked with the entry into force of the Transformation of Socially Owned Enterprises Act, which started the process of privatization in Croatia and thus in Laguna Poreč. On 3rd of September, 1992 pursuant to the Decision of the Agency for Restructuring and Development and the decision of the Constituent Assembly, Laguna Poreč was transformed into a joint stock company, and on the 26th of January, 1993 it was officially registered with the Commercial Court in Rijeka. Plava laguna finally rounds up its legal constitution in February 1996 by the adjustment of the fundamental documents of the Company with the Companies Act and with the act of registration in the register of the Commercial Court in Rijeka as Plava laguna, joint stock company for hospitality and tourism, the company also returned to its historical name.
Since 2000 Plava laguna has a stable ownership structure, when the Luksic Group acquires a majority stake in it, through company Sutivan investements Anstalt.
During 2001, acquisitions of several companies were made as well. Thus, Plava laguna j.s.c. acquired 89,40% shares in Hoteli Croatia j.s.c. Cavtat and 90,48% shares in Adriatic j.s.c. Poreč. Given the portion of the share in the original capital, Adriatic j.s.c. was merged with Plava laguna j.s.c. on the 1st of October, 2002, which in that way also extended its offer on the nautical tourism segment. With the recapitalization of the company Hoteli Croatia j.s.c. in 2003, ownership share of Plava laguna j.s.c. increased to 92,28%.
During 2012, all necessary preparations were completed for the merger of the company Hotel Bonavia j.s.c. Rijeka with the j.s.c. Plava laguna, with the legal effect from the 1st of January, 2013 with which Plava laguna further enriches its portfolio with a 4* category hotel of a different business type.
As of the 1st of January, 2014 the merger was completed of the hotel portfolio Luksic Group in the area of Dubrovnik, with which a new company was established called Jadranski luksuzni hoteli j.s.c. (Adriatic Luxury Hotels) Dubrovnik. In the process of the merger, Hoteli Croatia j.s.c. Cavtat was merged.
Towards the end of November 2014 the seller Zagrebačka banka j.s.c. and Plava laguna j.s.c. concluded the sale and purchase transaction concerning shares of the company Istraturist Umag j.s.c., where Plava laguna acquired 4.349.400 ordinary shares of Istarturist representing 93.04 % of Istraturist’s share capital. Thus the new Plava laguna group increased its capacity to over 42 thousand beds.
On January 1, 2018 Istraturist Umag d.d. Umag was annexed to the company Plava laguna d.d. Poreč based on the Merger Agreement concluded on the the 29 June 2017 and the decisions of the General Assembly of both companies on 11 August 2017.
Plava Laguna became the universal legal successor of all the assets, rights and obligations of the former Istraturist.
In September 2022, Plava laguna exchanged and sold its ownership share in Jadranski luksuzni hoteli/Adriatic Luxury Hotels j.s.c. of 32.48% in exchange for the acquisition of the ownership share in Hotel Croatia j.s.c. of 65.5%. With this acquisition, the ownership share of Plava laguna in the company Hotel Croatia increases to 97.98% while at the same time Plava laguna completely exited from the Adriatic Luxury Hotels.
In August 2023, Plava Laguna became the sole shareholder in Hotel Croatia j.s.c., through the transfer of shares of minority shareholders.
At the end of 2023 hotel Bonavia exits the Company portfolio on the basis of the agreement of the sale and purchase of the hotel to the company Bonavia Ltd Rijeka
Ownership structure on September 30th, 2024
ORDINARY SHARES
RB. |
Name of shareholder |
No. of shares |
|
|
1. |
PRIVREDNA BANKA ZAGREB D.D. (02535697732)/ADRIATIC INVESTMENT GROUP (05210076578) |
1.851.352 |
84,24 |
|
2. |
OTP BANKA D.D. (52508873833)/AZ OMF KATEGORIJE B (59318506371) |
93.793 |
4,27 |
|
3. |
ERSTE & STEIERMARKISCHE BANK D.D. (23057039320)/PBZ CO OMF - KATEGORIJA B (99318944138) |
18.298 |
0,83 |
|
4. |
BOGDANOVIĆ ZORAN (67789051313) |
17.031 |
0,77 |
|
5. |
OTP BANKA D.D. (52508873833)/ERSTE PLAVI OMF KATEGORIJE B (37688683890) |
16.919 |
0,77 |
|
6. |
|
9.829 |
0,45 |
|
7. |
INTERKAPITAL VRIJEDNOSNI PAPIRI D.O.O. (68481874507) |
8.806 |
0,40 |
|
8. |
OTP BANKA D.D. (52508873833)/ERSTE PLAVI OMF KATEGORIJE A (29597039090) |
5.488 |
0,25 |
|
9. |
OTP BANKA D.D. (52508873833)/ERSTE PLAVI EXPERT - DOBROVOLJNI MIROVINSKI FOND (21938195883) |
4.888 |
0,22 |
|
10. |
NOVAK MIRKO (47162075931) |
4.170 |
0,19 |
|
11. |
VLASTITE DIONICE |
2.346 |
0,1 |
|
12. |
MALI DIONIČARI |
164.852 |
7,48 |
|
Total: |
|
2.197,772 |
100,00 |
PREFERENCE SHARES
|
NAME OF SHAREHOLDER |
No. of shares |
Percentage |
|
1. |
ADRIATIC INVESTMENT GROUP |
420.000 |
100,00 |
|
Total: |
|
420.000 |
100,00 |
|
MANAGEMENT BOARD | |
Dragan Pujas | President |
Damir Mendica | Member |
Danira Rančić | Member |
SUPERVISORY BOARD
The Supervisory Board consists of seven members, six of whom are elected by the General Assembly, and the seventh member of the Supervisory Board is a representative of the workers of the employer and is appointed by the Workers' Council according to the procedure provided for by the law.
Members of the Supervisory Board are elected for a term of four years. The term of office for each member of the Supervisory Board shall begin on the date of the election.
Members of the Supervisory Board whose term of office ends on 29 August 2025:
1. DAVOR LUKSIC LEDERER
- Chairman, from August 2011.
2. PATRICIO TOMAS BALMACEDA TAFRA
- Deputy Chairman, from September 2002.
3. DAVOR DOMITROVIĆ
- Member, from August 2011.
4. NEVEN STAVER
- Member, from October 2019.
5. CHRISTIAAN PAUL DIJK
- Member, from May 2023.
6. IGNACIO ANDRÉS PARDO
- Member, from July 2024.
7. VELJKO ŠANTEK
- Member, from April 2024.
In order to improve the corporate governance and business transparency, the Supervisory Board has established two subcommittees – Audit Committee and Remuneration Committee. Below are the terms of reference defined for each committee:
Audit Committee acts in accordance with the Audit Act, Regulation (EU) No. 537/2014, Corporate Governance Code of Zagreb Stock Exchange j.s.c. and Croatian Financial Services Supervisory Agency as well as other applicable regulations, as an advisory body authorised to monitor financial reporting procedures, the effectiveness of the internal control, internal audit and risk management systems, oversee the implementation of statutory audit of consolidated annual financial reports and report to the Supervisory Board on the results of the statutory audit, monitor the independence of independent auditors or audit companies performing audits, give recommendations to the Supervisory Board for the selection of independent auditors or audit companies, and other tasks to support the Company's accounting and to establish good and quality internal control in the Company.
Remuneration Committee acts in accordance with the Corporate Governance Code of Zagreb Stock Exchange j.s.c. and Croatian Financial Services Supervisory Agency, Remuneration policy for members of the Management Board of 20 July 2020 as well as other applicable regulations, as an advisory body authorised to make recommendations to the Supervisory Board concerning the remuneration policy for members of the Management Board and for members of the Supervisory Board, to make annual recommendations concerning remuneration to be received by members of the Management Board based on the assessment of Company results and their personal results, to oversee the amount and structure of remunerations for upper management and employees as a whole, and to oversee the preparation of the report on remunerations.
Plava Laguna d.d. is a member of Croatian Tourism Association.