Hrvatska Poštanska Banka d.d.

Governance Information • Mar 29, 2019

CODE OF CORPORATE GOVERNANCE ANNUAL QUESTIONNAIRE

CONTACT PERSON AND CONTACT PHONE: Lucia Ana Tomić

DATE OF QUESTIONAIRE COMPLETE: March 27 2019

MAIN COMPANY INFORMATION: HRVATSKA POŠTANSKA BANKA, plc, Zagreb

All the questions contained in this questionnaire relate to the period of one bussines year to which the annual financial statements also relate.

If a question in the questionnaire asks for an explanation, it is necessary to explain the answer provided.

All the answers in the questionnaire will be measured in percentages, as explained at the beggining of each chapter.

COMPANY HARMONIZATION WITH THE PRINCIPLES OF CORPORATE GOVERNANCE CODE

Answers to this questionnaire chapter will be valued with a max. 20% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
1	Has the company accepted implementation of the code of corporate governance of the Zagreb Stock Exchange?	YES
2	Does the company have its own code of corporate governance?	NO
3	Have any principles of the code of corporate governance been adopted as part of the company's internal policies?	YES
4	Does the company disclose harmonization with the principles of corporate governance in its annual financial statements?	YES

SHAREHOLDERS AND GENERAL MEETING

Answers to this questionnaire chapter will be valued with max. 30% of whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
5	Is the company in a cross-shareholding relationship with another company or other companies? (If so, explain)	NO
6	Does each share of the company have one voting right? (If not, explain)	YES
7	Are there cases of different treatment of any shareholders?? (If so, explain)	NO
8	Has the procedure for issuing power of attorney for voting at the general assembly been fully simplified and free of any strict formal requirements? (If not, explain)	YES

9	Has the company ensured that the shareholders of the company who, for whatever reason, are not able to vote at the assembly in person, have proxies who are obliged to vote in accordance with instructions received from the shareholders, with no extra costs for those shareholders? (If not, explain)	NO	There were no such demands.
10	Did the management or Management Board of the company, when convening the assembly, set the date for defining the status in the register of shares, which will be relevant for exercising voting rights at the general assembly of the company, by setting that date prior to the day of holding the assembly and not earlier than 6 days prior to the day of holding the assembly? (If not, explain)	YES
11	Were the agenda of the assembly, as well as all relevant data and documentation with explanations relating to the agenda, announced on the website of the company and put at the disposal of shareholders on the company's premises as of the date of the first publication of the agenda? (If not, explain)	YES
12	Does the decision on dividend payment or advance dividend payment include information on the date when shareholders acquire the right to dividend payment, and information on the date or period during which the dividend will be paid? (If not, explain)	YES
13	Is the date of dividend payment or advance dividend payment set to be not later than 30 days after the date of decision making? (If not, explain)	YES
14	Were any shareholders favoured while receiving their dividends or advance dividends? (If so, explain)	NO
15	Are the shareholders allowed to participate and to vote at the general assembly of the company using modern communication technology? (If not, explain)	NO	There were no such demands by shareholders.
16	Have the conditions been defined for participating at the general assembly by voting through proxy voting (irrespective of whether this is permitted pursuant to the law and articles of association), such as registration for participation in advance, certification of powers of attorney etc.? (If so, explain)	YES	In order to organize and arrange shareholders' meeting optimally, every shareholder is needed to register its participation at the meeting, while authorizations are needed to be attested in order to determinate valid voting rights.
17	Did the management of the company publish the decisions of the general assembly of the company?	YES
18	Did the management of the company publish the data on legal actions, if any, challenging those decisions? (If not, explain)	NO	There were no lawsuits related to denying the decisions.

MANAGEMENT AND SUPERVISORY BOARD

PLEASE PROVIDE THE NAMES OF MANAGEMENT BOARD MEMBERS AND THEIR FUNCTIONS

Tomislav Vuić, president of the Board Domagoj Karadjole, Board member Mladen Mrvelj, Board member

Marijana Milićević, MEcon, president of the Board Željko Lovrinčević, Ph.D., deputy president of the Board Marijana Vuraić Kudeljan, M.Sc., Board member

PLEASE PROVIDE THE NAMES OF SUPERVISORY BOARD AND THEIR FUNCTIONS

Answers to this questionnaire chapter will be valued with a max. 20% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
19	Did the Supervisory or Management Board adopt a decision on the master plan of its activities, including the list of its regular meetings and data to be made available to Supervisory Board members, regularly and in a timely manner? (If not, explain)	YES
20	Did the Supervisory or Management Board pass its internal code of conduct?	YES
21	Does the company have any independent members on its Supervisory or Management Board? (if not, please explain)	NO	According to the Credit Institutions Act, a bank's supervisory board must have one independent member.
22	Is there a long-term succession plan in the company? (If not, explain)	NO	There is no long-term succession planning due to regulation which determines appointment of the president and members of the management boards in companies and other persons in legal entities which are of strategic and special importance to the Government.
23	Is the remuneration received by the members of the Supervisory or Management Board entirely or partly determined according to their contribution to the company's business performance? (If not, explain)	NO	According to the Shareholders' Meeting Decision compensations to the members of the Supervisory Board is determined by the Government Decision on Compensation to Members of Supervisory Board and Board of Directors.
24	Is the remuneration to the members of the Supervisory or Management Board determined by a decision of the general assembly or in the articles of association of the company? (If not, explain)	YES

25	Have detailed records on all remunerations and other earnings of each member of the management or each executive director received from the company or from other persons related to the company, including the structure of such remuneration, been made public (in annual financial statements)? (If not, explain)	NO	Information on compensation for the Management Board members, higher management and linked persons is available in a special note within the annual financial report in line with the International Financial Reporting Standards. The annual financial reports are available on the Bank's website.
26	Have detailed records on all remunerations and other earnings of each member of the Supervisory or Management Board received from the company or from other persons related to the company, including the structure of such remuneration, been made public (in annual financial statements)? (If not, explain)	NO	Information on compensation for the members of the Supervisory Board are publicly available on the individual basis in the Shareholders' Meeting Decision which determines compensation for their work.
27	Does every member of the Supervisory or Management Board inform the company of each change relating to their acquisition or disposal of shares of the company, or to the possibility to exercise voting rights arising from the company 's shares promptly and no later than three business days, after such a change occurs? (If not, explain)	NO	Members of the Supervisory Board do not own the bank's shares.
28	Were all transactions involving members of the Supervisory or Management Board or persons related to them and the company and persons related to it clearly presented in reports of the company? (If not, explain)	NO	Aggregated data on transactions with related parties are stated in the annual financial reports which are based on the International Financial Reporting Standards.
29	Are there any contracts or agreements between members of the Supervisory or Management Board and the company?	YES	Contracts exist as part of the regular business activities.
30	Did they obtain prior approval of the Supervisory or Management Board? (If not, explain)	YES	Yes if prior authorization is needed.
31	Are important elements of all such contracts or agreements included in the annual report? (If not, explain)	NO	Aggregated data on transactions with related persons are stated in the annual financial reports which are based on the International Financial Reporting Standards.
32	Did the Supervisory or Management Board establish the appointment committee?	YES
33	Did the Supervisory or Management Board establish the remuneration committee?	YES
34	Did the Supervisory or Management Board establish the audit committee?	YES
35	Was the majority of the audit committee members selected from the group of independent members of the Supervisory Board? (If not, explain)	YES
36	Did the committee monitor the integrity of the financial information of the company, especially the correctness and consistency of the accounting methods used by the company and the group it belongs to, including the criteria for the consolidation of financial reports of the companies belonging to the group? (If not, explain)	YES
37	Did the audit committee assess the quality of the internal control and risk management system, with the aim of adequately identifying and publishing the main risks the company is exposed to (including the risks related to the compliance with regulations), as well as managing those risks in an adequate manner? (If not, explain)	YES

38	Has the audit committee been working on ensuring the efficiency of the internal audit system, especially by preparing recommendations for the selection, appointment, reappointment and dismissal of the head of internal audit department, and with regard to funds at his/her disposal, and the evaluation of the actions taken by the management after findings and recommendations of the internal audit? (If not, explain)	YES	Audit Committee follows efficiency of the internal audit system through individual and quarterly reports and reports on monitoring application of recommendations by internal audit. In accordance with the Credit Institutions Act a person authorized for internal audit control function can be named or replaced solely by the Supervisory Board's approval.
39	If there is no internal audit system in the company, did the audit committee consider the need to establish it? (If not, explain)	NO	The bank has the internal audit function.
40	Did the audit committee monitor the independence and impartiality of the external auditor, especially with regard to the rotation of authorised auditors within the audit company and the fees the company is paying for services provided by external auditors? (If not, explain)	YES
41	Did the committee monitor nature and quantity of services other than audit, received by the company from the audit company or from persons related to it? (If not, explain)	YES

42	Did the audit committee prepare rules defining which services may not be provided to the company by the external audit company and persons related to it, which services may be provided only with, and which without prior consent of the committee? (If not, explain)	NO	It is described within the national legislature.
43	Did the audit committee analyse the efficiency of the external audit and actions taken by the senior management with regard to recommendations made by the external auditor? (If not, explain)	YES
44	Was the documentation relevant for the work of the Supervisory Board submitted to all members on time? (If not, explain)	YES
45	Do Supervisory Board or Management Board meeting minutes contain all adopted decisions, accompanied by data on voting results? (If not, explain)	YES
46	Has the Supervisory or Management Board evaluated their work in the preceding period, including evaluation of the contribution and competence of individual members, as well as of joint activities of the Board, evaluation of the work of the committees established, and evaluation of the company's objectives reached in comparison with the objectives set?	NO
47	Are detailed data on all earnings and remunerations received by each member of the management or each executive director from the company published in the annual report of the company? (If not, explain)	NO	Aggregated data on transactions with linked persons and the Bank's management are stated in the annual financial reports which are based on the International Financial
48	Are all forms of remuneration to the members of the management, Management Board and Supervisory Board, including options and other benefits of the management, made public, broken down by items and persons, in the annual report of the company? (If not, explain)	NO	See answer 47.
49	Are all transactions involving members of the management or executive directors, and persons related to them, and the company and persons related to it, clearly presented in reports of the company? (If not, explain)	NO	See answer 47.
50	Does the report to be submitted by the Supervisory or Management Board to the general assembly include, apart from minimum information defined by law, the evaluation of total business performance of the company, of activities of the anagement of the company, and a special comment on its cooperation with the management? (If not, explain)	YES

AUDIT AND MECHANISMS OF INTERNAL AUDIT

Answers to this questionnaire chapter will be valued with a max. 10% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
51	Does the company have an external auditor?	YES
52	Is the external auditor of the company related with the company in terms of ownership or interests?	NO
53	Is the external auditor of the company providing to the company, him/herself or through related persons, other services?	NO

54	Has the company published the amount of charges paid to the independent external auditors for the audit carried out and for other services provided? (If not, explain)	NO	The auditor audited financial reports of the Bank and its subsidiaries in line with contracted price conditions which is in accordance with its general business conditions. For non audit services see answer 53
55	Does the company have internal auditors?	YES
56	Does the company have an internal audit system in place? (If not, explain)	YES

TRANSPARANCY AND THE PUBLIC OF ORGANIZATION OF BUSINESS

Answers to this questionnaire chapter will be valued with a max. 20% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
57	Are the semi-annual, annual and quarterly reports available to the shareholders?	YES
58	Did the company prepare the calendar of important events?	NO	All important events and information are publicly available as soon as the exact dates are determined.
59	Did the company establish mechanisms to ensure that persons who have access to or possess inside information understand the nature and importance of such information and limitations related to it?	YES
60	Did the company establish mechanisms to ensure supervision of the flow of inside information and possible abuse thereof?	YES
61	Has anyone suffered negative consequences for pointing out to the competent authorities or bodies in the company or outside, shortcomings in the application of rules or ethical norms within the company? (if yes, explain)	NO
62	Did the management of the company hold meetings with interested investors, in the last year?	NO
63	Do all the members of the management, Management Board and Supervisory Board agree that the answers provided in this questionnaire are, to the best of their knowledge, entirely truthful?	YES