LEI: 529900DUWS1DGNEK4C68 Member State: Republic of Croatia ISIN: HRRIVPRA000 Security: RIVP (RIVP-R-A) Bloomberg: RIVP CZ; Reuters: RIVP.ZA Listing: Prime Market of Zagreb Stock Exchange

HANFA- Croatian Financial Services Supervisory Agency Franje Račkoga 6 10000 ZAGREB

HANFA-Official Registry of Prescribed Information

Zagreb Stock Exchange Ivana Lučića 2a 10000 ZAGREB

HINA – Croatian News Agency [email protected]

Poreč, 09/03/2020 File no: 1-25/20

Subject: General Assembly – convocation, invitation to the shareholders (General assembly - agenda, proposals, decisions of meeting)

The Management Board of Valamar Riviera d.d., with registered office in Poreč, Stancija Kaligari 1, personal identification number (OIB) 36201212847 (hereinafter: the Company), pursuant to the provisions of the Companies Act, rendered on 9 March 2020 the decision to convoke the Company's General Assembly. It will be held on 21 April 2020 at the Valamar Diamant Hotel & Residence, Poreč, Brulo 1, starting at 11:00. Pursuant to the provisions of the Capital market Act and the Rules of the Zagreb Stock Exchange, the Management Board hereby submits for announcement the Invitation to the shareholders of

We hereby announce that the Invitation to the shareholders will be submitted for publication on the court register's website. The full, prescribed form of the Invitation to the shareholders, including the documents for the General Assembly will also be released on the Company's website at www.valamar-riviera.com, pursuant to existing regulations.

the Company in its prescribed form, containing decision proposals as well as the full text of the decision

The Invitation is in the enclosed text.

proposal for dividend payout.

Valamar Riviera d.d.

Pursuant to Article 277, paragraphs 2, 3 and 4 of the Companies Act and the Management Board Decision to convoke the General Assembly dated 9 March 2020, Valamar Riviera d.d. from Poreč, Stancija Kaligari 1 hereby announces

INVITATION TO THE GENERAL ASSEMBLY OF THE SHAREHOLDERS OF VALAMAR RIVIERA d.d.

We hereby inform the shareholders of Valamar Riviera d.d. from Poreč, Stancija Kaligari 1, that the General Assembly will be held on Tuesday, 21 April 2020 at the Valamar Diamant Hotel & Residence, Poreč, Brulo 1, starting at 11:00.

The General Assembly will be conducted according the following

AGENDA:

1. Presentation of the Annual financial statements for 2019 with the Auditor's report, and the Management and Supervisory Board Reports and the related:
2. a) Distribution of profit
3. b) Discharge grant to
  - i. members of the Management Board
4. ii. members of the Supervisory Board
1. Appointment of the Company's Auditor
1. Changes of Charter (Articles of Association)
1. The withdrawal of the treasury shares without decreasing the share capital
1. Dividend payout

DECISION PROPOSALS

The Management Board and Supervisory Board (the Supervisory Board for items 2 ) propose that the General Assembly renders the following decisions:

AD 1)

1a) to distribute the Company's realized profits in 2019 totaling HRK 363,488,066.65 to the Company's retained profits

1b)

i. The Management Board members are discharged from managing the Company's business in 2019

ii. The Supervisory Board members are discharged from performing the supervision of the management of the Company's business in 2019

AD 2)

to appoint Ernst & Young d.o.o. za reviziju from Zagreb, 50 Radnička cesta, personal identification number (OIB): 58960122779 and UHY RUDAN d.o.o. za porezno savjetovanje i reviziju, from Zagreb, Ilica 213, personal identification number (OIB): 71799539000 as the Auditors for VALAMAR RIVIERA d.d. from Poreč in 2020.

AD 3)

D E C I S I O N ON CHANGES OF CHARTER (ARTICLES OF ASSOCIATION)

Article 1

Article 9 of Valamar Riviera d.d. Charter from 4th of May 2017, (hereinafter: Charter) is changed as follows:

"Authorised share capital

Article 9

(1) The Management Board of the Company is authorised, with the prior consent of the Supervisory Board, to increase the share capital of the Company, by a single or several issues of new shares, but in the maximum amount of one-half of the share capital, that is to the maximum however from HRK 1,672,021,210.00 (one billion six hundred seventy two million twenty one thousand two hundred and ten kuna) by HRK 836,010,605.00 (eight hundred thirty six million ten thousand six hundred five kuna) to HRK 2,508,031,815.00 (two billion five hundred eight million thirty one thousand eight hundred fifteen kuna).

(2) The Management Board shall be authorized to issue shares for contributions in kind and rights.

(3) The authorization of the Management Board from the preceding paragraph shall be given for a maximum period of five years from the registration in the court register of the amended Articles of Association containing the authorization.

(4) The Management Board may issue new shares with the exclusion of pre-emptive rights of the shareholders of the Company."

Article 2

All other provisions of the Charter stay unchanged.

Article 3

President of Management board is authorised to determine the clean text of the Charter after this resolution is brought.

Article 4

Management board and Supervisory board are obliged to submit the application to the court regarding changes of Charter of the Company, after this resolution is brought."

AD 4) D E C I S I O N on the withdrawal of the treasury shares without decreasing the share capital

I

The Management Board is authorized, with the prior consent of the Supervisory Board, to withdraw all or a certain number (part) of the treasury shares of the Company without decreasing the share capital.

By the withdrawal of the treasury shares, the stake of the remaining shares of the Company's share capital increases.

The Management Board is hereby authorized to adjust the data on the number of the Company's shares in the Company's Articles of Association upon rendering the decision on the treasury shares withdrawal.

III

The authorization to withdraw treasury shares shall be granted for a maximum period of five (5) years from the date of this decision.

This decision becomes effective on the day it is rendered.

AD 5) D E C I S I O N

lipas) per each share. II

The dividend shall be paid out of the retained profit achieved in 2016 in the amount of HRK 29,868,578.72, while the remaining required amount shall be paid out of the retained profit achieved in 2017.

All Company shareholders as owners of shares registered in their accounts of dematerialized securities in the system of the Central Depository and Clearing Company as at 28 April 2020 (record date) are eligible for dividend payout.

The company shareholders have the possibility to have one quarter of their dividend paid out in company shares. One fourth of the total dividend a shareholder is entitled to shall be determined as follows: the dividend tax and surtax (if applicable to a shareholder) shall first be deducted from the number of shares multiplied by the dividend amount per share, and then it shall be divided by the average daily company share price achieved on the official market of the Zagreb Stock Exchange on the day this decision is rendered, and then divided by 4 and resulting in ¼ of rights (shares) rounded to the next smaller integer. The remaining part will be paid out in cash. The Company shall use treasury shares for the payment in rights-company shares.

The shareholders of the Company shall be paid a dividend of HRK 1.20 (in words: one kuna and twenty

on dividend payout

III

Those shareholders who wish to have a quarter of their dividend paid out in rights-company shares, must have their written, hand-signed statement submitted to the Central Depository and Clearing Company by 12 May 2020 at the latest.

The shareholders can find the application form on the corporate website: www.valamar-riviera.com.

The shareholders who do not submit their statement to have their dividend paid out in rights- company shares or whose statement will not be submitted to the Central Depository and Clearing Company by 12 May 2020, will receive their dividend in cash.

VII

The ex date is 27 April 2020.

VIII

Company shareholders shall receive their dividend on 20 May 2020 (payment date).

INSTRUCTIONS FOR SHAREHOLDERS' PARTICIPATION AT THE GENERAL ASSEMBLY AND SHAREHOLDERS' RIGHTS:

The total number of shares issued with voting rights is 126,027,542, and the total number of voting rights on the day this invitation is announce is equal to 121,887,907 shares, taking into account the one-shareone vote rule and treasury shares having no voting rights.

Shareholders can participate at the Assembly in person or represented by an attorney. Shareholders can participate and vote at the Assembly if they register their participation at the Company, six (6) days before the day of the holding of the Assembly, according to Article 279 of the Companies Act (hereinafter: CA), or if the participation registration is received by the Company's registered office in Poreč, 1 Stancija Kaligari by 14 April 2020 at the latest.

The status in the register of the Central Depository and Clearing Company on the last day of the participation notice period, will be applied to determine the number of votes an individual shareholder is entitled to as well as to determine who is considered to be a shareholder.

Shareholders who wish to participate to the General Assembly through an attorney must enclose a written power of attorney to their participation registration unless they already have their issued general powers of attorney (until revocation) deposited at the Company. The power of attorney must specify who is giving it and to whom it has been given, the total number of shares i.e. voting rights, the authorization to vote at the Company's General Assembly, and the signature of the shareholder who gives the power of attorney. If the shareholder is a legal entity, the excerpt from the court register or its copy must also be enclosed to the power of attorney, from which it is visible that the legal representative of the legal entity has signed the power of attorney.

The shareholder who failed to apply his intention for participation at the General Assembly in the prescribed period cannot participate to the General Assembly.

If shareholders who together hold the twentieth part of the share capital request that an item is added to the agenda and announced after the General Assembly has been convoked, they must render an explanation and decision proposal for each new agenda item. The Company must receive the request for adding a new item to the agenda at least 30 days before the holding of the General Assembly. The day a request is received by the Company is not included in this period.

The shareholders' proposals specifying their names and surnames, pursuant to Article 282 of the CA, must be made available to the persons specified in paragraphs 1 to 3 of Article 281 of the CA under circumstances specified there, providing that shareholders deliver their counterproposals at the Company address at least 14 days before the day of the holding of the General Assembly. The day on which the Company receives the proposal is not included in the 14-day period. The proposals must be made available on the Company website. If a shareholder does not exercise this right, it does not result in the loss of right to place a counterproposal at the General Assembly. This is applied to shareholders' counterproposals for the appointment of Supervisory Board members or Company's Auditor as well. Pursuant to Article 287 of the CA, upon individual shareholder's request, the Management Board is required to inform the shareholder on the Company's business if this is deemed necessary for deciding on certain items of the agenda.

The written documents for the General Assembly, the Invitation including the agenda, the participation registration form and power of attorney are available to shareholders from the Company's webpage: www.valamar-riviera.com and at the Company's registered office in Poreč, 1 Stancija Kaligari. The said documents are available starting from the date of the publication of the invitation on the court register's website, on working days except Saturdays from 09:00 to 12:00.

If the General Assembly is without quorum, according to the provisions of Article 15 of the Statute, the next General Assembly will be held on 27 April 2020 at the Valamar Diamant Hotel & Residence, Poreč, Brulo 1, starting at 11:00.

In order to register and prepare the list of participants at the General Assembly on time, the shareholders are kindly asked to arrive at least 30 minutes before the start of the General Assembly.

MANAGEMENT BOARD OF VALAMAR RIVIERA d.d.

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