Pre-Annual General Meeting Information • May 16, 2024
Pre-Annual General Meeting Information
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Ericsson Nikola Tesla d.d. Zagreb, Krapinska 45
SECURITY: ERNT (ISIN: HRERNTRA0000) LEI: 5299001W91BFWSUOVD63 HOME MEMBER STATE: Republic of Croatia REGULATED MARKET SEGMENT: Regular Market of the Zagreb Stock Exchange
Pursuant to the Companies Act, Art. 277, sections 2 and 3, the Managing Director of the joint-stock company Ericsson Nikola Tesla, with headquarters in Zagreb, Krapinska 45, (hereinafter: the Company) on 15 May, 2024 passed the
of the Company's Annual General Meeting, to be held at the registered office of the Company in Zagreb, Krapinska 45 on June 27, 2024, at 11 a.m., and shall have the following

The Management Board and the Supervisory Board of the Company submitted a joint proposal to the Annual General Meeting for decision making under items 5, 6, 7, 8, 9, 10, and 11. The Supervisory Board pursuant to the Audit Committee's recommendation submitted a proposal under item 12.
"The Report of the Company's Supervisory Board on the Performed Supervision in 2023 is approved."
"The decision is reached to supplement the Company's scope of business activities, in a way that in addition to the existing activities, the following activities are added:
"* activity of electronic communications networks and services
* chemical cleaning and desinfection of refrigerating, air-conditioning and ventilation systems and equipment
* design and manufacture of products and parts for air-conditioning and ventilation
* setting up and dismantling temporary traffic signalling"
"The decision is reached on the amendment of the Company's Articles of Association as follows:
The following is added to the list of activities at the end of Article 3 of the Articles of Association:
"* activity of electronic communications networks and services

In Article 4 of the Articles of Association, after section 1, section 2 is added and reads:
"The Company may set up branch offices through which it will perform its activities. The decision to set up a branch office is reached by the Company's Management Board."
All other provisions of the Company's Articles of Association remain unchanged."
"The Company's net profit for the financial year 2023, amounting to EUR 18,840,713.66 will be allocated to retained earnings.
The Company's shareholders will be paid a regular dividend of EUR 10 per share and an extraordinary dividend of EUR 5 per share, i.e. a total of EUR 15 per share from the retained earnings from 2022 and the retained earnings from 2023.
The dividend shall be paid on July 17, 2024 (payment date) to all the Company's shareholders that on July 03, 2024 (record date) have the Company's shares registered on their securities account in the Central Depository & Clearing Company. The date on which the shares of the Company will be traded without dividend payment right is July 02, 2024 (ex-date)."
"Remuneration Report for Supervisory Board members and Management Board in 2023 together with the Independent limited assurance report on the Remuneration Report of Ericsson Nikola Tesla d.d. is approved."
"Discharge from liability is given to Gordana Kovačević, the Company's Managing Director, in relation to the exercise of her duties in 2023."
"Discharge from liability is given to the members of the Company's Supervisory Board and its Chairman in relation to the exercise of their duties in 2023."
"KPMG Croatia d.o.o., Ivana Lučića 2a/17, 10000 Zagreb, is appointed as the Auditor for the year 2024."

The shareholders, entitled to participate in the Annual General Meeting, shall meet the following requirements:
Have the Company's shares registered on their securities account in the Central Depository & Clearing Company on the latest possible date of registration for the Annual General Meeting (i.e. June 20, 2024).
Have registered their attendance at the Annual General Meeting in advance, no later than six days before the Annual General Meeting date. The deadline does not include the date of the received/ filed registration; this deadline covers seven days, i.e. June 20, 2024, at the latest.
The shareholder's proxies, who register to participate at the Annual General Meeting, no later than six days before the Annual General Meeting date, with respect to the date of the received/ filed registration which is not included in the deadline (i.e. by June 20, 2024, at the latest), are entitled to attend and vote.
The registration can be made by sending an e-mail to: [email protected] or by post sent to the Company's address, and the registration form on the Company's website at https://ericsson.hr/en/for-investors can be used.
The following documents shall be submitted to the Registration Commission:
The Registration Commission shall send a registration document and a receipt for the submitted proposals to the shareholder or the shareholder's proxy to their e-mail or postal address.
The shareholders and their proxies, respectively, are entitled to submit in writing, by post or electronically to the e-mail address: [email protected] notes and proposals regarding the proposed decisions within the registration time.
The shareholding capacity shall be verified by insight into the files of the Central Depositary & Clearing Company.
The required identification when registering shall be based on a personal identity document (personal identification card or passport). The written materials for the Company's Annual General Meeting, which serve to reach the announced decisions, will be available to shareholders for insight, starting with the date of the public announcement of the Company's Annual General Meeting on the Company's web site https://ericsson.hr/en/for-investors and at the Company's headquarters, from 10 to 12 a.m. on business days.
The registration of participants shall start 30 minutes prior to the scheduled Annual General Meeting time, upon the presentation of the registration documents.
The shareholder, or the shareholder's proxy, who did not register in line with the above-listed instructions, shall not be entitled to take an active part in the Annual General Meeting.

The shareholder's proxy shall have a valid Power of Attorney, made on the form prepared by the Company, which can be found on the Company's website at http://www.ericsson.hr/za-investitore or at the Company's headquarters from 10 to 12. a.m. on business days. Verification by a notary public is not required. The Power of Attorney shall clearly state who empowered the Power of Attorney, to whom, including the name and surname/ address of the individual to whom the Power of Attorney was issued to, to what purpose, as well as the Power of Attorney to the proxy to vote at the Meeting.
If the proxy represents a legal person, in addition to the Power of Attorney, the proxy shall enclose the document which states the authorization of the issuer of Attorney to represent the legal person in question (statement from the Court Register of Companies).
The evidence on appointment of a proxy (a scan of the signed Power of Attorney) shall be submitted via e-mail to: [email protected] or directly submitted to the registration office at the Company's headquarters.
Should the shareholders, who together own the stakes amounting to the twentieth part of the Company's share capital, after the Annual General Meeting has been convened, request that an additional item is added to the Agenda and disclosed, then any new agenda item should be accompanied by an explanation or respective decision proposal.
The Company shall receive a request for listing an item on the agenda at least 30 days prior to the Annual General Meeting date. This period does not include the day the request is received at the Company. If the deadline is not observed, the proposed additional items of the Agenda shall not be considered lawfully announced, and no decision on them can be made at the Meeting.
The Shareholders' counter proposal to the proposal submitted by the Management Board and/or the Supervisory Board, related to a particular agenda item, shall state their names/surnames, explanation and possibly an opinion by the Management Board, and will be available to legal persons stated in Article 281, sections 1 to 3 of the Companies Act under the conditions stated therein if a shareholder had submitted such a counterproposal, at least 14 days prior to the Annual General Meeting date, to the address given below:
Ericsson Nikola Tesla d.d. Krapinska 45, 10000 Zagreb
The date a counter proposal is received at the Company is not counted into this 14 days deadline. The counter proposal shall be available at the Company's website: https://ericsson.hr/en/forinvestors. Should the shareholder not exercise this right, it does not result in losing the right to make a counter proposal at the Annual General Meeting. The same applies to the shareholders' proposal regarding the election of the Supervisory Board members or the appointment of the

Company Auditor. Such a proposal does not have to include an explanation. The Management Board is not obliged to make such a proposal available to shareholders, unless it contains information which must be disclosed with a proposal related to the election of the Supervisory Board members, and to the appointment of the Company Auditor, as well as the memberships of candidates in other supervisory or management boards of other companies and supervisory bodies, in the country and abroad.
At the Annual General Meeting, the Management Board shall provide information about the Company's business performance to each shareholder at his/her request, in case this information is necessary to judge on the agenda items. The obligation to provide information regards both the Company's legal and business relations with related parties. If the Company has acquired treasury shares throughout the year, the Management Board shall state in the Company's Position Report the reasons for shares acquisition, the number and the amount of share capital attributable to the acquired shares; whether the shares have been acquired through payment collection and the price paid, treasury shares sold and those still held.
If the Annual General Meeting should lack a quorum (which is more than 50% of the stocks which represent the share capital for the Annual General Meeting), the Managing Director shall, within the following 3 days, send the notice of convening a new Annual General Meeting with the same agenda to the shareholders. The new Annual General Meeting shall be convened within 15 days after the originally convened Meeting, i.e. on July 12, 2024. The decisions adopted at the new Annual General Meeting shall be considered lawful, regardless of the number of the represented shareholders.
For any additional information, please call +385 1 365 4431 or +385 1 241 7002.
Managing Director:
MSc Gordana Kovačević, BEE
Thur
ERICSSON Ericsson Nikola Tesla d.d. Krapinska 45 HR-10 000 Zagreb 0 CROATIA
| Shareholder's name and surname/company's name: | |
|---|---|
| Residence/seat address: | |
| OIB (PIN number): |
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| Number of shares: |
I hereby register my participation in the Annual General Meeting of the joint-stock company Ericsson Nikola Tesla d.d. Zagreb, which will be held on June 27, 2024, and I declare that I will participate (please circle):
In ___________, ___________2024
_______________________________ (signature)
for participating in the Annual General Meeting of Ericsson Nikola Tesla d.d. Zagreb, Krapinska 45
| I, the undersigned ____ from ____ | ||||
|---|---|---|---|---|
| (Name and family name) | (Address) | |||
| empower as my proxy ___________ | ||||
| (Name and family name) | ||||
| from | ________, | |||
| (Address) |
to represent me at the Annual General Meeting of the joint-stock company Ericsson Nikola Tesla d.d. Zagreb, to be held on June 27, 2024 and to give proposals for making decisions and to vote on my behalf on any decision to be made by the given Meeting, with the number of votes corresponding to the number of shares I hold.
In ______________, on________________
list name of person giving Power of Attorney
______________________________ (Signature)
To the Management Board and Supervisory Board of Ericsson Nikola Tesla d.d.
We were engaged by the Management Board of Ericsson Nikola Tesla d.d. ("Company") to express limited assurance on the Remuneration Report for the year ended 31 December 2023 ("Report"), in the form of a conclusion given, that based on our work performed and evidence obtained, nothing has come to our attention to cause us to suspect that the Report has not been prepared in accordance with the requirements specified in Paragraphs 1 and 2 of Article 272r of the Companies Act applicable in the Republic of Croatia.
The Management Bord and Supervisory Board are responsible for:
Management is responsible for:
Our responsibility is to examine the Remuneration Report and to report thereon in the form of an independent limited assurance conclusion based on the evidence obtained. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB).
We have fulfilled the requirements of independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA).
This version of the Independent limited assurance report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.
We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services, issued by IAASB. The standard requires us to design, implement, and operate a quality management system, including policies and procedures relevant to compliance with ethical requirements and professional standards, as well as applicable legal and regulatory requirements.
The scope of the limited assurance engagement is significantly less than the scope of engagements where reasonable assurance is expressed regarding risk assessment procedures, including understanding internal controls and procedures performed in response to assessed risks. The nature and extent of our procedures were determined based on the risk assessment and our professional judgment to express a conclusion with limited assurance. Procedures included:
Our engagement did not include an audit or review of the Remuneration Report or related accounting and other records on the basis of which it was compiled.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion with limited assurance.
The interpretation of performance results is to some extent subjective because it takes into account both qualitative and quantitative aspects. Due to the inherent subjectivity in interpreting qualitative reward criteria, but also subjectivity applied in measuring quantitative goals (for example, related to measuring results for the year), different acceptable methodologies for measuring the achievement of individual goals are possible. Furthermore, various other estimates and judgments were used in the preparation of the Remuneration Report, including, but not limited to: compliance with the remuneration policy; the manner in which the members of the Management Board and the Supervisory Board support the long-term success of the Company and the manner in which the benchmarks for assessing that performance have been applied; an explanation of how workers' remuneration was taken into account in calculating average remuneration and what is the composition of workers included in that calculation.
The applicable criteria for determining the individuals to be included in the Remuneration Report and the requirements related to disclosing their remuneration are contained in the provisions of Article 272.r paragraphs 1 and 2 of the Companies Act.
The Management Board and the Supervisory Board state that the Remuneration Report for the year ended 31 December 2023 is accurate and complete and includes all required information as specified in Paragraphs 1 and 2 of Article 272r of the Companies Act.
This version of the Independent limited assurance report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.
Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for the year ended 31 December 2023 is not prepared, in all material respects, in compliance with the requirements specified in Paragraphs 1 and 2 of Article 272r of the Companies Act.
This conclusion should be considered in context with the remainder of our limited assurance report, especially in context with the Limitations in the preparation of the Remuneration Report and the Restrictions on the use of our report paragraphs.
Our report is intended solely for the purpose specified in Article 272r of the Companies Act. To the fullest extent permitted by law, we accept or assume no responsibility and deny any liability to any party other than the Company for our work, for this independent limited assurance report, or for the conclusions we have reached.
KPMG Croatia d.o.o. za reviziju 22 April 2024 Croatian registered auditors Eurotower, 17th floor Ivana Lučića 2a 10000 Zagreb Croatia
Domagoj Hrkać Director, Croatian registered auditor
This version of the Independent limited assurance report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of the report takes precedence over this translation.
Pursuant to Article 272.r of the Companies Act, the Supervisory Board and Management Board of Ericsson Nikola Tesla d.d. (hereinafter: the Company) submits to the General Meeting:
The Supervisory Board consists of five members - four members are elected by the General Meeting, and one member is elected by the Company's employees.
The Members of the Supervisory Board in 2023:
| Franck Pierre Roland Bouetard | Chairman | Appointed on June 20, 2018, reappointed on June 27, 2022 |
|---|---|---|
| Olgica Spevec | Member; Deputy Chair |
Appointed on June 13, 2019; elected Deputy Chair on December 17, 2020; reappointed on June 14, 2023 |
| Ana Vrsaljko Metelko | Member | Appointed on June 29, 2021 |
| Petar Simundza | Member and employees' representative |
Appointed on November 29, 2022 |
| Carl Henrik Magnus Carle | Member | Appointed on June 14, 2023 |
Carl Henrik Magnus Carle was appointed as a member of the Audit Committee, starting on June 29, 2023.
The members of the Supervisory Board are entitled to monthly remuneration from the day they are appointed on duty until the day of its termination.
Each member of the Supervisory Board is entitled to receive a monthly remuneration amounting to half of the average monthly gross salary paid in the Company in the month for which the remuneration is paid. The member of the Supervisory Board, who is also a member of the Audit Committee, additionally receives a monthly amount of EUR 500.00.
To maintain its independence and full objectivity, the remuneration of the members of the Supervisory Board is independent of the Company's results and does not include a variable part of compensation.
Members of the Supervisory Board are entitled to reimbursement of appropriate expenses incurred during the performance of their duties.
When defining a remuneration model for work various internal factors were taken into consideration, such as the Company's position and opportunities, practices of local companies in telecom industry, as well as salaries and remunerations policies in the Company and Ericsson Nikola Tesla Group.
Remunerations paid (including reimbursement of expenses) to individual members of the Supervisory Board in 2023 (since January 1 to December 31, 2023):
| Gross 1 (EUR) | ||
|---|---|---|
| Olgica Spevec | Member; Deputy Chair | 23.747,45 |
| Ana Vrsaljko Metelko | Member | 17.738.64 |
| Petar Šimundža | Member and employees' representative | 17.061.80 |
The members of the Supervisory Board proposed by the largest single shareholder, LM Ericsson, who are elected at the General Meeting of Shareholders, waive the remuneration, in line with the policies of their employer.
The Company believes that the remuneration paid to the members of the Supervisory Board is in line with the engagement and tasks they perform within the Supervisory Board or Audit Committee, and the Company's position and business performance.
The Company did not provide any advance payments or loans to the members of the Supervisory Board, and there are no financial obligations of the Company towards the members of the Supervisory Board.
The Company did not give any gifts or benefits to the members of the Supervisory Board.
Remuneration and evaluation of the work of the Management Board are focused on the sustainable development and growth of the Company and are implemented in accordance with the Remuneration Policy of the Management Board adopted by the Supervisory Board.
The Management Board of the Company consists of one member:
During 2023, there were no changes in the membership of the Management Board.
The Management Board receives a monthly ie annual target salary and additional compensation elements, among other things, in the form of bonuses and benefits.
The annual target salary, work-related variable components and other elements of compensation and other non-monetary benefits and services may be set out in an individual employment contract.
In 2023, the Management Board of the Company was paid the following gross 1 amounts:
| - Fixed annual basic salary | 329.765,47 EUR | |
|---|---|---|
| 1 | Annual bonus (short-term stimulation) | 126.605.87 EUR |
According to definition from Remuneration Policy of the Management Board, the ratio of fixed annual basic salary and annual bonus (short-term stimulation) for Management Board paid in 2023 was 72.26%: 27.74%.
During 2023, the Management Board was not allocated any of the Company's own shares.
Additional perks of the job (company car, meals in the company, medical check-up) paid to Management Board in 2023 in amount 7.409,15 EUR.
The amount of basic (contract) salary is determined based on responsibility level, complexity and size of organization, diversity of business segments and technologies involved, considering companies in the labor market, relevant in terms of core business, size, and complexity. The monthly contract salary is agreed in individual employment contracts.
Annual target salary includes the contract salary and the variable component for achieving the annual business targets at the Commitment level. The annual target salary is reviewed once a year and, if necessary, adjustments are made on the condition that there are assets in the budget secured for this purpose.
In addition to a fixed basic salary, annual target salary for Management Board also includes a variable component, which depends on the performance, ie on the Company's achieved business goals.
STV bonus scheme is used for Management Board. It is used to reward the achievement of the Company's targets, mainly financial ones, over the course of one year.
The Management Board's goals are defined in line with the Company's business goals which have been approved for a certain year and strategic determinants of the future business development.
The ratio of the fixed basic annual salary and the annual bonus within one annual target salary for the Management Board is 80:20. In the case of achieving defined targets at the Stretch level, the ratio is 67:33.
The company business goals for 2023 were as follows:
The Supervisory Board approves the Company's annual goals based on the approved Business Plan. Following the approval of annual financial reports, total performance is evaluated as the basis of calculation.
If treasury shares are allocated to the Management Board, such allocation is based on the decision made by the Company's Supervisory Board, usually for a period of 3-4 years, and is conditioned by exceptionally good results in the past period, ie high expectations for the coming period.
The option of allocating treasury shares is a long-term compensation instrument based on which the Management Board enters the ownership structure and enables them to benefit from the success of the share on the capital market.
During 2023, the Management Board was not allocated any of the Company's own shares.
In addition to the above components, compensation includes other additional perks of the job. Additional perks of the job are non-monetary benefits and services provided by the Company as well as receipts in kind, eg company car, meals in the company, medical check-up for, severance pay when leaving the company, various education, etc.
Additional perks of the job (company car, meals in the company, medical check-up,...) paid to Management Board in 2023 in amount 7.409,15 EUR.
The table below shows the average employee remuneration in 2023, gross amount, which include fixed and voriable part of salary, other compensation elements, salary in kind and all other payments related to employee employment status, divided by the average number of employees in full-time equivalent (FTE).
| Averagre remuneration per employee |
2023 | 2022 | 2021 | 2020 | 2019 |
|---|---|---|---|---|---|
| Average remuneration (EUR) | 40.260 | 38.081 | 36.036 | 35.780 | 33.216 |
| Average FTE | 2.749 | 2.688 | 2.615 | 2.482 | 2.390 |
| Business Results Ericsson Nikola Tesla d.d. |
2073 | 20722 | 2021 | 2020 | 2019 |
| Revenue (EUR) | 239.258.171 | 234.556.241 | 206.407.061 | 191.155.750 | 208.200.411 |
| Profit (EUR) | 18.840.714 | 19.579.136 | 15.290.597 | 10.152.100 | 12.681.930 |
| Business Results Ericsson Nikola Tesla Group |
2023 | 2022 | 2021 | 2020 | 2019 |
| Revenue (EUR) | 311.654.649 | 303.863.920 | 297.227.838 | 271.866.614 | 239.587.763 |
| Profit (EUR) | 22.194.311 | 15.816.523 | 23.538.144 | 12.518.150 | 13.613.246 |
Management Board has not received any payment or commitment from a third party in connection with the performance of its business during the last financial year.
The Company did not demand a refund of the payments to the Management Board.
The Company has not made any advances or loans to the Management Board nor are there any financial obligations in favor of the Management Board.
In case a contract is terminated by the Company due to personal/business reasons with a simultaneous termination of employment, the Company is obliged to give the Management Board severance pay in the amount of 60% of an average monthly gross contract salary paid over the 3 months preceding the termination of employment for every year of service with the Company, within 30 days from the day of termination of employment in the Company.
In case of retirement, severance pay is given in the amount of 18 average monthly contract gross salaries paid over the 3 months preceding the termination of employment.
The employment contract stipulates a non-compete clause upon termination of the contract.
There are no additional fees for the Management Board when taking over the membership in the Supervisory Boards and similar positions / functions in companies in which the Company directly or indirectly owns its share, as well as in associations to which the Company belongs according to the scope of business.
In accordance with Article 247.a of the Companies Act, the Remuneration Report will be prepared for the General Assembly to be held in 2024.
Zagreb, 23.04.2024.
Franck-Pierre Roland Bouetard Chairman of the Supervisory Board
Gordana Kovacevic Director
Krapinska 45 HR-10 000 Zagreb CROATIA 0-
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