Chat with Filing

Ask questions about this document
Please log in or register to use the chat feature. Please register first.
RNS - GIKU_UOU_DION_2024_XLS_za_izradu_XML_datoteke ENGpdf.pdf

Company: Granolio d.d. Date: 2025-04-30 Language: English Register to download
Loading document preview...
Document Preview Not Available

The file type (.pdf) cannot be displayed directly here.
Open Original File
Error loading document preview. Please try the 'Open Original File' link.
You're One Click Away From The Full Filing

Instantly access this document—and 2.8M more—for free. Select your preferred method:
Continue with Google Continue with Microsoft Continue with Facebook Continue with Amazon
| CHAPTER | PROVISION            | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                                                                         | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                         |
|---------|----------------------|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| 1       | Cooperation          | 1       | The articles of association and/or other internal acts clearly define the powers of the supervisory<br>board and management board.                                                                                                                                                                                                                                               | YES                                                                                          |                                                                                                                                                 |
| 1       | Cooperation          | 1       | The articles of associationand/or other internal acts are available free of charge on the website of<br>the company.                                                                                                                                                                                                                                                             | PARTIALLY                                                                                    | The Articles of Association and part of the internal acts prescribed by the<br>Corporate Governance Code are available on the Company's website |
| 1       | Cooperation          | 2       | The supervisory board has adopted a decision in which it stated categories of decisions and legal<br>transactions that require prior approval by the supervisory board and those decisions about which<br>management board must consult with the supervisory board before making a decision, and a<br>summary thereof is available free of charge on the website of the company. | YES                                                                                          |                                                                                                                                                 |
| 1       | Cooperation          | 2       | The articles of association and/or internal company acts provide for prior consent of the<br>supervisory board for making important decisions that affect the strategy of the company,<br>expenses, risk exposure and reputation.                                                                                                                                                | YES                                                                                          |                                                                                                                                                 |
| 1       | Cooperation          | 3       | The articles of association and/or internal company acts stipulate that the supervisory board and<br>its committees have timely access to documents, premises and employees when necessary for<br>the performance of their duties.                                                                                                                                               | YES                                                                                          |                                                                                                                                                 |
| 1       | Cooperation          | 4       | The articles of association and/or other internal company acts stipulate that the management<br>board must report to the supervisory board at regular intervals on the operating results of the<br>company, financial situation, substantial financial and non-financial risks and results of interaction<br>with shareholders and other stakeholders.                           | YES                                                                                          |                                                                                                                                                 |
| 1       | Cooperation          | 5       | Statutes and/or internal company documents stipulate that the president of the management<br>board shall immediately notify the supervisory board if there is or is likely for an event to arise that<br>has the potential to significantly affect the results, financial position or reputation of the company.                                                                 | YES                                                                                          |                                                                                                                                                 |
| 1       | Rules of conduct     | 6       | The supervisory board approved the code of conduct (or other internal act), which establishes<br>rules of conduct to be followed by members of the management and supervisory board members,<br>employees and others acting on behalf of the company, which also contains rules and measures<br>to be taken in case of its violations.                                           | YES                                                                                          |                                                                                                                                                 |
| 1       | Rules of conduct     | 6       | Code of Conduct (or other internal act) is available free of charge on the website of the company. NO                                                                                                                                                                                                                                                                            |                                                                                              | The company plans to make the rules available on it's website in 2025                                                                           |
| 2       | Conflict of interest | 7       | For members of the management board and the supervisory board the prohibition of participation<br>in decision-making in relation to which there are conflicts of interest is stipulated.                                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                 |
| 2       | Conflict of interest | 7       | The supervisory board has given prior consent to the policy for managing conflicts of interest.                                                                                                                                                                                                                                                                                  | YES                                                                                          |                                                                                                                                                 |
| 2       | Conflict of interest | 7       | The policy for managing conflicts of interest is available free of charge on the website of the<br>company.                                                                                                                                                                                                                                                                      | NO                                                                                           | The company plans to make the policy available on it's website in 2025                                                                          |
| 2       | Conflict of interest | 8       | Members of the supervisory board are obliged to inform the entire supervisory board that they are<br>in an actual or potential conflict of interest.                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                 |
| 2       | Conflict of interest | 8       | Management board members have a duty to inform the president of the supervisory board and<br>other members of the management board of an actual or potential conflict of interest.                                                                                                                                                                                               | YES                                                                                          |                                                                                                                                                 |
| 2       | Conflict of interest | 8       | The supervisory board keeps records of all notices pertaining to conflict of interest.                                                                                                                                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                 |
| 2       | Conflict of interest | 9       | Member of the management board or the supervisory board has an obligation to inform the<br>President and/or Vice-President of that board if it considers that another member of management<br>or supervisory board is in an actual or potential conflict of interest.                                                                                                            | YES                                                                                          |                                                                                                                                                 |

| CHAPTER | PROVISION                                                             | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                              |
|---------|-----------------------------------------------------------------------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2       | Competition ban                                                       | 10      | Members of the supervisory board and management do not perform activities that compete with<br>the business of the company, are not members of the management or supervisory boards of the<br>companies that carry out such activities nor hold more than 5% stake in such companies.                                   | YES                                                                                          |                                                                                                                                                                                      |
| 2       | Competition ban                                                       | 10      | Members of the management board and the supervisory board who hold shares in the companies<br>with which the company is in the competition, informed the secretary of the company of all the<br>shares in such companies and the details of these shares are available free of charge on the<br>website of the company. | YES                                                                                          |                                                                                                                                                                                      |
| 2       | Related party<br>transactions                                         | 11      | No transactions between members of the management or supervisory board and the company<br>(or a person affiliated with any party) can not be concluded without the prior consent of the<br>supervisory board.                                                                                                           | YES                                                                                          |                                                                                                                                                                                      |
| 2       | Related party<br>transactions                                         | 11      | The fair value of each material transaction must be confirmed by an independent expert prior to<br>any such transaction, and his or her report has to be available free of charge on the website of<br>the company.                                                                                                     | YES                                                                                          |                                                                                                                                                                                      |
| 2       | Related party<br>transactions                                         | 12      | The company has adopted procedures for the approval and disclosure of transactions between<br>members of the management or supervisory board and the company (or a person affiliated with<br>any party).                                                                                                                | NO                                                                                           | The Company does not have an act but the obligation arises from the legal<br>regulations and the Conflict of Interest Management Policy. The act is<br>planned to be adopted in 2025 |
| 2       | Related party<br>transactions                                         | 12      | The audit committee annually assesses the effectiveness of these procedures.                                                                                                                                                                                                                                            | NO                                                                                           | Procedures were not adopted                                                                                                                                                          |
| 3       | The role of the<br>supervisory board                                  | 13      | The supervisory board is responsible for appointing and dismissing members of the management<br>board and making recommendations for candidates for members of the supervisory board to the<br>general meeting.                                                                                                         | YES                                                                                          |                                                                                                                                                                                      |
| 3       | The role of the<br>supervisory board                                  | 13      | The supervisory board has approved formal and transparent procedure for the appointment to<br>both management and supervisory boards.                                                                                                                                                                                   | PARTIALLY                                                                                    | The procedures for the appointment to the management board are<br>planned to be adopted in 2024                                                                                      |
| 3       | The role of the<br>supervisory board                                  | 14      | The supervisory board has set as a target percentage of female members of the supervisory<br>board and the management board, which must be achieved in the next five years and adopted a<br>plan for the implementation of this goal. Percentage on target and plan were published in the<br>annual report.             | PARTIALLY                                                                                    | The objective is expressed in the number of female members of the<br>Supervisory Board, while the plan is still being prepared and has not been<br>published in the annual report.   |
| 3       | The role of the<br>supervisory board                                  | 14      | A report explaining progress on the plan has been published in the annual report.                                                                                                                                                                                                                                       | YES                                                                                          | The plan for the implementation is planned to be adopted in 2024.                                                                                                                    |
| 3       | The role of the<br>nomination<br>committee                            | 15      | The nomination committee has all the tasks listed in Article 15 of the Code.                                                                                                                                                                                                                                            | NO                                                                                           | The appointment committee has not been established.                                                                                                                                  |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 16      | When nominating candidates for the supervisory bord to the general meeting for election the<br>company provides information within the general meetin materials on the items requested by<br>Article 16. of the Code.                                                                                                   | NO                                                                                           | The relevant information was not made available because all members of<br>the previous Supervisory Board were reappointed.                                                           |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 16      | Informations provided by Article 16 of the Code are freely available on the company`s website.                                                                                                                                                                                                                          | PARTIALLY                                                                                    | The information is partially available in the Company's business reports<br>and the Questionnaire on Management Practices for Issuers.                                               |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 17      | Materials for the general meeting contain all the information listed in Article 17 of the Code.                                                                                                                                                                                                                         | PARTIALLY                                                                                    | The information is partially available in the Company's business reports<br>and the Questionnaire on Management Practices for Issuers.                                               |
| 3       | Election of<br>supervisory board<br>members by the<br>general meeting | 18      | The information referred to in Article 17 of the Code is available free of charge on the website of<br>the company also in cases where workers' representative or another member of the supervisory<br>board which is not elected by the shareholders at the general meeting is apointed.                               | PARTIALLY                                                                                    | The information is partially available in the Company's business reports<br>and the Questionnaire on Management Practices for Issuers.                                               |

| CHAPTER | PROVISION                                       | ARTICLE | QUESTION                                                                                                                                                                                                                                                         | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                         |
|---------|-------------------------------------------------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------|
| 4       | Responsibilities of<br>the supervisory<br>board | 19      | The terms od reference of the supervisory bord include all the responibilities set in Article 19. of<br>the Code.                                                                                                                                                | PARTIALLY                                                                                    | Succession planning is not explicitly stated in the company's acts.                                                                             |
| 4       | Composition                                     | 20      | The supervisory board has developed a supervisory board profile which specifes the minimum<br>number of members and combination od skills, knowledge and education, as well as<br>professionaln and practical experience that required in the supervisory board. | YES                                                                                          |                                                                                                                                                 |
| 4       | Composition                                     | 21      | The supervisory board includes members of different gender, age, profile and experience to<br>ensure a diversity perspective when making decisions.                                                                                                              | PARTIALLY                                                                                    | The Supervisory Board does not include members of different genders.                                                                            |
| 4       | Composition                                     | 22      | Majority of the members of the supervisory board are independent in accordance with the<br>definition set out in Appendix A of the Code.                                                                                                                         | NO                                                                                           | The supervisory board is currently composed of four members, two of<br>whom are independent                                                     |
| 4       | Composition                                     | 22      | The President or deputy president of the supervisory board are independent.                                                                                                                                                                                      | YES                                                                                          |                                                                                                                                                 |
| 4       | President                                       | 23      | The president of the supervisory bord is responible for the activities listed in Article 23. of the<br>Code.                                                                                                                                                     | YES                                                                                          |                                                                                                                                                 |
| 4       | Board committees                                | 24      | Supervisory board established the nomination committee.                                                                                                                                                                                                          | NO                                                                                           | The Supervisory Board evaluates the opportunity to establish and<br>delegate tasks in the area of appointments to the appointment<br>committee. |
| 4       | Board committees                                | 24      | Supervisory board established the renumeration committee.                                                                                                                                                                                                        | NO                                                                                           | The Supervisory Board assesses the opportunity to establish and delegate<br>tasks in the area of remuneration to the remuneration committee.    |
| 4       | Board committees                                | 24      | Supervisory board established the audit committee.                                                                                                                                                                                                               | YES                                                                                          |                                                                                                                                                 |
| 4       | Board committees                                | 24      | The supervisory board stipulated the manadate and activities of each committee.                                                                                                                                                                                  | PARTIALLY                                                                                    | Determined only for the audit committee which is established.                                                                                   |
| 4       | Board committees                                | 26      | Each committee of the supervisory board consists of members who have the necessary skills,<br>knowledge and education, as well as professional and practical experience to carry out the<br>committee responsibilities effectively.                              | PARTIALLY                                                                                    | Only for the audit committee which is established.                                                                                              |
| 4       | Board committees                                | 27      | Each committee of the supervisory board has at least three members.                                                                                                                                                                                              | PARTIALLY                                                                                    | Only the audit committee which is established.                                                                                                  |
| 4       | Board committees                                | 27      | Majority of the members of each committee of the supervisory board are independent (as defined<br>in Appendix A of the Code).                                                                                                                                    | NO                                                                                           | 2 of 3 members of the audit committee are not independent                                                                                       |
| 4       | Board committees                                | 27      | Board members are prohibited to be members of the committee of the supervisory board.                                                                                                                                                                            | YES                                                                                          |                                                                                                                                                 |
| 4       | Board committees                                | 28      | The terms of reference of each committee is made freely available on the company's website                                                                                                                                                                       | NO                                                                                           | The company plans to publish the job description in question on the<br>company's website in 2025                                                |
| 4       | Board committees                                | 28      | The Company's annual report includes a report on the work of each committee of the supervisory<br>board as well as information on the number of meetings held and the members of the committee. PARTIALLY                                                        |                                                                                              | Only for the audit committee which is established.                                                                                              |
| 4       | Time commitment                                 | 29      | The minimun expected time commitmnet of each supervisory board member is specified on their<br>appointment.                                                                                                                                                      | PARTIALLY                                                                                    | The minimum time load was determined at the time of the appointment<br>of members of the NO, however, no act was passed on this.                |
| 4       | Time commitment                                 | 29      | The annual report includes record of attendance at the meetings for each member of the<br>supervisory board and its committees.                                                                                                                                  | YES                                                                                          |                                                                                                                                                 |
| 4       | Time commitment                                 | 30      | The articles of association and/or internal company acts stipulate the obligation of the supervisory<br>board member to inform the secretary of the company about their membership in the supervisory<br>board or the management board of other companies.       | YES                                                                                          |                                                                                                                                                 |
| 4       | Frequency and<br>format of meetings             | 31      | The supervisory board meets at least every three months.                                                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                 |
| 4       | Frequency and<br>format of meetings             | 31      | The supervisory board has adopted a workplan that includes time and agenda of future meetings. YES                                                                                                                                                               |                                                                                              |                                                                                                                                                 |

| CHAPTER | PROVISION                                   | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                                                                           | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                 |
|---------|---------------------------------------------|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4       | Frequency and<br>format of meetings         | 31      | Committees of the supervisory board shall meet as often as necessary for the effective discharge<br>of their duties, and regularly report to the supervisory board on its activities.                                                                                                                                                                                              | PARTIALLY                                                                                    | Only for the audit committee which is established.                                                                                                                                                                                                                                      |
| 4       | Frequency and<br>format of meetings         | 32      | The supervisory board can meet without the participation of the management board where it<br>considers it appropriate.                                                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Frequency and<br>format of meetings         | 32      | Non-Board committee memebers can participate in committee meeting only at the invitation of<br>the committee.                                                                                                                                                                                                                                                                      | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Support                                     | 33      | The company has designated an individual to carry out the duties of a company secretary.                                                                                                                                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Support                                     | 33      | According to the company's internal acts, the person carrying out the duties of a company<br>secretary is responsible for ensuring that supervisory board procedures are complied with,<br>advising the supervisory board on governance matters, supporting the president of the<br>supervisory board and helping the supervisory board and committees to function efficiently.    | PARTIALLY                                                                                    | The company has appointed a person who will perform the duties of the<br>secretary of the company from article 33 of the code, however, the<br>company has not adopted an act on this, nor is there a position of<br>secretary of the company in the systematization of working places. |
| 4       | Quality and<br>timeliness of<br>information | 34      | The board terms of reference and/or internal acts require the materials for supervisory board<br>meetings to be provided to all its members at least one week before the meeting.                                                                                                                                                                                                  | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Quality and<br>timeliness of<br>information | 34      | The bord committee terms of reference and/or internal acts require the materials for board<br>committee meetings to be provided to all its members at least one week before the meeting.                                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Quality and<br>timeliness of<br>information | 35      | The articles of association and/or internal company acts anticipate that the minutes of the<br>meeting of the supervisory board must be available to all members of the supervisory board.                                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Quality and<br>timeliness of<br>information | 35      | Supervisory Board meeting minutes provide data on voting results including details of how<br>individual members voted.                                                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Quality and<br>timeliness of<br>information | 36      | The supervisory board has the right to receive information and advice from people outside the<br>company at the expense of the company if it considers it necessary to successfully carry out its<br>duties, provided that the procedure for it is specified in the internal documents of the company<br>issued by the management board with the consent of the supervisory board. | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Training and<br>development                 | 37      | All members of the supervisory board at the time of appointment received introduction training for<br>their role.                                                                                                                                                                                                                                                                  | PARTIALLY                                                                                    | The members of the supervisory board were acquainted with the rules of<br>procedure of the supervisory board and their legal obligations, especially<br>with regard to the management of inside information.                                                                            |
| 4       | Training and<br>development                 | 37      | All supervisory bord members receive ongoing training and education to improve their sills and<br>knowledge.                                                                                                                                                                                                                                                                       | YES                                                                                          |                                                                                                                                                                                                                                                                                         |
| 4       | Training and<br>development                 | 38      | The supervisory board members receive regular updates and briefings from the management<br>board and experts on matters relevant to the company and to their duties.                                                                                                                                                                                                               | PARTIALLY                                                                                    | The supervisory board receives such notifications from the management<br>board and from experts as needed.                                                                                                                                                                              |
| 4       | Supervisory board<br>evaluation             | 39      | The supervisory board evaluated its effectiveness in the past 12 months.                                                                                                                                                                                                                                                                                                           | NO                                                                                           | The Supervisory Board intends to evaluate its effectiveness for work in<br>2025.                                                                                                                                                                                                        |
| 4       | Supervisory board<br>evaluation             | 39      | The supervisory board assessed the individual results of its members in the last 12 months.                                                                                                                                                                                                                                                                                        | NO                                                                                           | The Supervisory Board intends to evaluate the individual results of it's<br>member for work in 2025.                                                                                                                                                                                    |
| 4       | Supervisory board<br>evaluation             | 39      | The evaluation of the supervisory board was led by the president or deputy president.                                                                                                                                                                                                                                                                                              | NO                                                                                           | The Supervisory Board intends to evaluate its effectiveness for work in<br>2025.                                                                                                                                                                                                        |
| 4       | Supervisory board<br>evaluation             | 40      | The evaluation of the supervisory board included an assessment of all the matters specified in<br>Article 40 of the Code                                                                                                                                                                                                                                                           | NO                                                                                           | The Supervisory Board intends to evaluate its effectiveness for work in<br>2025.                                                                                                                                                                                                        |

| CHAPTER | PROVISION                                      | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                 | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                                                                                                                                                                                   |
|---------|------------------------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4       | Supervisory board<br>evaluation                | 41      | The annual report includes the assessment report of the supervisory board and its committees in<br>which they assessed all the circumstances set out in Article 41 of the Code.                                                                                                                                          | NO                                                                                           | The Supervisory Board intends to evaluate its effectiveness for work in<br>2025.                                                                                                                                                                                                                                                                                                                                                                          |
| 5       | Responsibilities of<br>the management<br>bord  | 42      | The duties of management board include all the activities listed in Article 42 of the Code.                                                                                                                                                                                                                              | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Responsibilities of<br>the management<br>bord  | 43      | The supervisory board has approved internal rules of procedure adopted by the management<br>board that define the matters specified in Article 43. of the Code.                                                                                                                                                          | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Responsibilities of<br>the management<br>bord  | 44      | In the case of groups, the management board of the parent company is obliged to ensure<br>effective oversight over the activities of other companies in the group.                                                                                                                                                       | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Responsibilities of<br>the management<br>bord  | 44      | The articles of association and/or internal company acts contain rules governing responsibilities<br>and reporting procedures at the level of the parent company and subsidiaries.                                                                                                                                       | PARTIALLY                                                                                    | There are no formally adopted rules. The finance managers of the<br>daughter companies are responsible for reporting.                                                                                                                                                                                                                                                                                                                                     |
| 5       | Composition                                    | 45      | The supervisory board ensures that management maintains a profile of the management board<br>which determines the minimum number of members and a combination of members who possess<br>the skills, knowledge and education, as well as professional and practical experience that are<br>required for management board. | NO                                                                                           | The supervisory board ensures that the management board has a<br>sufficient number of members for the effective execution of it's<br>responsibilities but estimates that currently the adoption of the formal act<br>on profile of the management board is not necessary for effective<br>performance of the management board responsabilities since the<br>Management Board has been operating effectively in its current<br>composition for many years. |
| 5       | The president                                  | 46      | The president of the management board is formally responsible for the activities listed in Article<br>46. of the Code.                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Limits on other<br>appointments                | 47      | Internal company documents provide that the members of the management board must obtain<br>the prior consent of the supervisory board before accepting appointment to the management<br>board or supervisory board which is not part of the same group.                                                                  | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Limits on other<br>appointments                | 47      | Internal documents of the company provide that board members are prohibited from holding more<br>than two positions in the management or supervisory board of other such companies.                                                                                                                                      | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Board evaluation                               | 48      | The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for<br>cooperation between the supervisory board and the management board, as well as the adequacy<br>of support and information received from the management board.                                                            | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Board evaluation                               | 48      | Results of the evaluation of arrangements for cooperation between the supervisory board and<br>management are included in the annual report.                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 5       | Board evaluation                               | 49      | The management board has evaluated its own effectiveness and that of its individual members in<br>the last 12 months.                                                                                                                                                                                                    | NO                                                                                           | The Management Board plans to conduct the evaluation in question for<br>the work in 2025                                                                                                                                                                                                                                                                                                                                                                  |
| 5       | Board evaluation                               | 49      | The management board has reported the conclusions of the evaluations of its members to the<br>supervisory board.                                                                                                                                                                                                         | NO                                                                                           | The Management Board plans to conduct the evaluation in question for<br>the work in 2025                                                                                                                                                                                                                                                                                                                                                                  |
| 6       | Role of<br>remuneration<br>committee           | 50      | The duties of the remuneration board include all the activities listed in Article 50 of the Code.                                                                                                                                                                                                                        | NO                                                                                           | The remuneration committee has not been established                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6       | Remuneration of<br>management board<br>members | 51      | The supervisory board determines the annual remuneration of of each member of the<br>management board, based on recommendations of the remuneration committee and in<br>accordance with the approved remuneration policy.                                                                                                | NO                                                                                           | The remuneration committee has not been established                                                                                                                                                                                                                                                                                                                                                                                                       |

| CHAPTER | PROVISION                                               | ARTICLE | QUESTION                                                                                                                                                                                                                                                                      | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                                      |
|---------|---------------------------------------------------------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 6       | Remuneration of<br>management board<br>members          | 52      | The level of receipts of members of the management board takes into account the agreed<br>strategy, risk appetite, the economic environment in which the company operates as well as<br>wages and conditions of workers within companies.                                     | PARTIALLY                                                                                    | The level of receipts of the mambers of the Management Board takes into<br>account the conditions in question however, the acts of the Company do<br>not explicitly prescribe the same                                                                                                                       |
| 6       | Remuneration of<br>management board<br>members          | 53      | Remuneration policy provides that a management board member may not dispose of the shares<br>assigned to it as part of the remuneration at least two years from the date on which the shares<br>were assigned to him or her.                                                  | NO                                                                                           | The remuneration policy provides that the Member of the Board is not<br>entitled to the payment of receipts in shares.                                                                                                                                                                                       |
| 6       | Remuneration of<br>management board<br>members          | 53      | Remuneration policy provides that a management board member may not make use of stock<br>options assigned to him or her as part of the remuneration for at least two years from the date on<br>which stock options were assigned to him or her.                               | NO                                                                                           | The remuneration policy does not provide the deffered payment of the<br>part of the recipts niether the payment of receipts in shares.                                                                                                                                                                       |
| 6       | Remuneration of<br>management board<br>members          | 53      | Remuneration policy includes provisions that closely define the circumstances in which a portion<br>of the remuneration of management board member was put on hold or to was asked to be<br>returned.                                                                         | NO                                                                                           | The remuneration policy does not specify the circumstances in which a<br>part of the remuneration of a member of the management board would<br>be retained or their return would be requested.                                                                                                               |
| 6       | Remuneration of<br>supervisory board<br>members         | 54      | Remuneration level for the president of the supervisory board and of other members of the<br>supervisory board reflects the time commitment and responsibilities, including the time<br>commitment and responsibilities in the committees of the supervisory board.           | NO                                                                                           | The remuneration is determined by the decision of the general meeting<br>and reflect their time commitment, but do not provide a special<br>remuneration for membership in the committees of the supervisory<br>board.                                                                                       |
| 6       | Remuneration of<br>supervisory board<br>members         | 55      | Remuneration policy and/or internal company documents prohibit the inclusion of variable<br>elements or other elements related to performance in the remuneration of the supervisory board. YES                                                                               |                                                                                              |                                                                                                                                                                                                                                                                                                              |
| 6       | Reporting on<br>remuneration                            | 56      | Remuneration policy of the company was approved by shareholders at a general meeting.                                                                                                                                                                                         | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 6       | Reporting on<br>remuneration                            | 56      | The company has made freely available on its website its remuneration policy, as approved by<br>the shareholders.                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 6       | Reporting on<br>remuneration                            | 57      | Annual report on remuneration includes data on remuneration of each individual member of the<br>supervisory board as well as other information contained in Article 57 of the Code.                                                                                           | NO                                                                                           | The data on remuneration of each member of the supervisory board have<br>been published in the financial reports of the company in total amount.                                                                                                                                                             |
| 7       | Roles of the<br>supervisory and<br>management<br>boards | 58      | Management board, with the prior approval of the supervisory board, adopted a policy that<br>determines the nature and extent of risk that company needs and that is willing to take in order to<br>achieve all the long-term strategic objectives ( "risk appetite").        | NO                                                                                           | The management board has adopted, with the consent of the supervisory<br>board, the business plan which partly, through the investement plan and<br>similar, determines the nature and extent of risks whch the company<br>must and has a will to adopt in order to achievethe long term strategic<br>goals. |
| 7       | Roles of the<br>supervisory and<br>management<br>boards | 59      | The management board is formally responsible for the activities listed in Article 59 of the Code.                                                                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 7       | Role of the audit<br>committee                          | 60      | Terms of reference of the audit committee includes all activities listed in Article 60 of the Code.                                                                                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 7       | Role of the audit<br>committee                          | 61      | The audit committee, the supervisory board or one of its committees, undertook the activities<br>referred to in Article 61 of the Code.                                                                                                                                       | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 7       | Relations with the<br>external auditor                  | 62      | The audit committee oversees the process of selection and appointment of external auditors in<br>accordance with the legal requirements and makes recommendations to the supervisory board<br>for the selection of the external auditor and conditions for their appointment. | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |
| 7       | Relations with the<br>external auditor                  | 63      | The audit committee in the last 12 months approved the work plan of the external auditors, which<br>includes the scope and content of the activities to be audited.                                                                                                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                              |

| CHAPTER | PROVISION                               | ARTICLE | QUESTION                                                                                                                                                                                                              | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                                                             |
|---------|-----------------------------------------|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7       | Relations with the<br>external auditor  | 63      | The audit committee shall meet as necessary with the external auditors to discuss the issues that<br>have been identified during the audit and to oversee the quality of services provided.                           | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Relations with the<br>external auditor  | 64      | The audit committee if responsible for monitoring the independence and objective of external<br>auditor.                                                                                                              | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Relations with the<br>external auditor  | 64      | The audit committee approved a policy on permitted non-audit services provided by the external<br>auditor.                                                                                                            | NO                                                                                           | The audit committee approves the services of the external auditor which<br>are not the audit services, however, the policy as an act is planned to be<br>adopted during the 2025                                                                                                                                                    |
| 7       | Risk management<br>and internal control | 65      | The audit committee evaluated the effectiveness of risk management and internal control system<br>as a whole at least once a year.                                                                                    | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Risk management<br>and internal control | 65      | The audit committee, where appropriate, makes recommendations to the supervisory board and<br>management board regarding the effectiveness of risk management and internal control systems. YES                       |                                                                                              |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Risk management<br>and internal control | 66      | The company maintains an effective risk management system that provides reliable identification<br>of risk measurement, answers, reporting and supervision.                                                           | PARTIALLY                                                                                    | There are no formally adopted procedures. The internal control of<br>operations and the management of risks partly is beeing done through the<br>activities of the business function controlling, and partly through the<br>activities of the management bodies of the company and external<br>auditors and certification companies |
| 7       | Risk management<br>and internal control | 66      | The company has determined clear internal responsibilities for the maintenance of the risk<br>management system and a clear procedure for maintaining contact between persons responsible<br>and the audit committee. | PARTIALLY                                                                                    | There are no formally adopted procedures.                                                                                                                                                                                                                                                                                           |
| 7       | Risk management<br>and internal control | 67      | The company has established an internal audit function responsible for monitoring the<br>effectiveness of internal control systems, including risk management.                                                        | NO                                                                                           | The internal control of operations and the management of risks partly is<br>beeing done through the activities of the business function controlling,<br>and partly through the activities of the management bodies of the<br>company and external auditors and certification companies                                              |
| 7       | Risk management<br>and internal control | 67      | The audit committee approved the internal audit plan in the last 12 months.                                                                                                                                           | NO                                                                                           | The internal audit function has not been established.                                                                                                                                                                                                                                                                               |
| 7       | Risk management<br>and internal control | 67      | The audit committee receives reports of internal auditors and monitors the implementation of its<br>recommendations.                                                                                                  | NO                                                                                           | The internal audit function has not been established.                                                                                                                                                                                                                                                                               |
| 7       | Risk management<br>and internal control | 68      | The audit committee shall recommend to the supervisory board the appointment or dismissal of<br>the heads of the internal audit function.                                                                             | NO                                                                                           | The internal audit function has not been established.                                                                                                                                                                                                                                                                               |
| 7       | Risk management<br>and internal control | 68      | If the company des not have internal audit function, the audit committee has once in the last 12<br>months evaluated the need for this function as part of its assessment of internal control systems. YES            |                                                                                              |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Whistle-blowing                         | 68      | Management board, with the prior approval of the supervisory board, adopted a procedure for<br>reporting violations of laws or internal rules of the company, actual or in the case of suspected<br>violation.        | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                     |
| 7       | Whistle-blowing                         | 69      | The procedure ensures that workers and external stakeholders do not suffer negative<br>consequences if they report suspicious behavior.                                                                               | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                     |

| CHAPTER | PROVISION                      | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                                         | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|--------------------------------|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 7       | Whistle-blowing                | 69      | Details of the procedure for registration are available free of charge on the website of the<br>company.                                                                                                                                                                                                                                         | NO                                                                                           | The rules on protection of the whistleblowers has been published on the<br>company's bulletin boards and the company plans to publish it on the<br>company's website in 2025                                                                                                                                                                                                                                                                                                                                                        |
| 7       | Whistle-blowing                | 70      | Statute and/or internal company documents stipulate the duty of the management board to inform<br>the supervisory board of any irregularities and and to agree on measures that must be<br>implemented.                                                                                                                                          | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7       | Whistle-blowing                | 70      | The audit committee evaluated the effectiveness of the procedure and its application in the last<br>12 months.                                                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8       | Use of the company<br>website  | 71      | All information that the company is required to disclose in accordance with the law, rules on the<br>listing, the Code and its own Articles of Association are available free of charge on the website of<br>the company.                                                                                                                        | PARTIALLY                                                                                    | Part of the data that is prescribed by the corporate governance code is<br>not available. Information about what these data are is contained in the<br>notes section for each individual data of the Compliance Questionnaire for<br>issuers of shares.                                                                                                                                                                                                                                                                             |
| 8       | Use of the company<br>website  | 72      | The company makes freely available and easily accessible on the website all the information<br>requested by Article 72 of the Code.                                                                                                                                                                                                              | PARTIALLY                                                                                    | The following information is not available on the Company's website: the<br>Company's policies on social and environmental impact, human rights,<br>and anti-bribery and anti-corruption; the Company's internal rules and<br>procedures for reporting irregularities; information on cross-shareholdings<br>involving the Company, as no such cases exist; the remuneration report;<br>and the published events calendar, which does not include the dates of<br>the General Assembly, dividend payments, or investor conferences. |
| 8       | Use of the company<br>website  | 73      | The company ensures that the information on the website is kept up to date and published in<br>accordance with time limits prescribed in law and regulations.                                                                                                                                                                                    | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8       | Use of the company<br>website  | 73      | All data on the website are freely available in both Croatian and English.                                                                                                                                                                                                                                                                       | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 8       | Annual report                  | 74      | The annual report contains all the information referred to in Article 74 of the Code.                                                                                                                                                                                                                                                            | PARTIALLY                                                                                    | Data on all contracts and agreements between members of the<br>management or supervisory board and the company have been published<br>in total amount, and the audit committee's report has not been published,<br>which information the company plans to publish in the annual report for<br>the year 2025                                                                                                                                                                                                                         |
| 9       | Relations with<br>shareholders | 75      | The Company ensured that all shareholders, regardless of the number or type of shares they<br>hold, have equal access to information about the company and about the way they can carry and<br>protect their rights.                                                                                                                             | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9       | Relations with<br>shareholders | 76      | The Company has established an effective formal mechanisms to ensure minority shareholders<br>the possibility of asking questions directly to president of the management board and president of<br>the supervisory board, and the details of the functioning of these mechanisms are available free<br>of charge on the website of the company. | PARTIALLY                                                                                    | The Company's website publishes the Company's primary email address:<br>granolio@granolio.hr. Emails addressed to the President of the<br>Management Board and the Chairman of the Supervisory Board are<br>forwarded to them directly.                                                                                                                                                                                                                                                                                             |
| 9       | Relations with<br>shareholders | 77      | The Company has selected a person that will for all shareholders be the person to contact in<br>relations with investors, and contact of this person is available free of charge on the website of<br>the company.                                                                                                                               | PARTIALLY                                                                                    | The contact details of the person the Company planse to make avaliable<br>on Company's website in 2025                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 9       | General meeting                | 78      | The articles of associationand/or internal rules of the company do not in any way limit the ability<br>of shareholders to call a general meeting, to participate in it or to add items to the agenda.                                                                                                                                            | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 9       | General meeting                | 79      | The articles of association and/or internal company documents allow shareholders the opportunity<br>to exercise their right to vote by proxy without restriction.                                                                                                                                                                                | YES                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

| CHAPTER | PROVISION                          | ARTICLE | QUESTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ANSWER<br>(Each question is<br>answered by chosing<br>the answer from the<br>drop-down menu) | EXPLANATION<br>(fulfill only for questions that were answered with "NO" or "PARTIALLY")                                           |
|---------|------------------------------------|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------|
| 9       | General meeting                    | 79      | The articles of associationand/or internal company documents allow shareholders the opportunity<br>to exercise their right to vote electronically without restrictions.                                                                                                                                                                                                                                                                                                         | NO                                                                                           | By the articles of association is foreseen the voting only by lifting the<br>voting cartoon or by handling over the voting paper. |
| 9       | General meeting                    | 79      | Explanation of other ways in which shareholders can exercise its right to vote are set out in the<br>documents for the general meeting.                                                                                                                                                                                                                                                                                                                                         | NO                                                                                           | By the articles of association is foreseen the voting only by lifting the<br>voting cartoon or by handling over the voting paper. |
| 9       | General meeting                    | 80      | Notice of the general meeting is published no later than 30 days before it is held.                                                                                                                                                                                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                   |
| 9       | General meeting                    | 80      | The agenda, decisions and all other materials required for the general meeting are available free<br>of charge on the website of the company.                                                                                                                                                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                   |
| 9       | General meeting                    | 80      | All documents are available in English and Croatian language.                                                                                                                                                                                                                                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                   |
| 9       | General meeting                    | 81      | All persons referred to in Article 81 of the Code were present at the general meeting in the past<br>12 months.                                                                                                                                                                                                                                                                                                                                                                 | NO                                                                                           | Due to personal justified reasons the Deputy President of the Supervisory<br>Board was not present.                               |
| 9       | General meeting                    | 81      | The external auditor was present at the general meeting where financial statements are<br>presented.                                                                                                                                                                                                                                                                                                                                                                            | YES                                                                                          |                                                                                                                                   |
| 9       | General meeting                    | 82      | The company has made the desicions of a general meeting freely available on its website without<br>delay.                                                                                                                                                                                                                                                                                                                                                                       | YES                                                                                          |                                                                                                                                   |
| 9       | General meeting                    | 82      | Within 30 days from the date of the general meeting the company has made available on its<br>website free of charge answers to questions raised at the general meeting.                                                                                                                                                                                                                                                                                                         | NO                                                                                           | There were no question                                                                                                            |
| 10      | Corporate social<br>responsibility | 83      | The supervisory and managent boards have agreed and adopted policies listed in Article 83 of<br>the Code.                                                                                                                                                                                                                                                                                                                                                                       | YES                                                                                          |                                                                                                                                   |
| 10      | Corporate social<br>responsibility | 83      | These policies are available free of charge on the company's website.                                                                                                                                                                                                                                                                                                                                                                                                           | NO                                                                                           | The policies in question are planned to be made available free of charge<br>on company's website in year 2025                     |
| 10      | Corporate social<br>responsibility | 84      | When the management board asks prior consent from the supervisory board for the decisions,<br>accompanying documents explain how the recommended measure is in line with the policies<br>associated with the impact assesment of company's activities on the environment and the<br>community, with the policies associated with the preservation of human rights and workers' rights<br>and the measures associated with prevention and sanctioning of corruption and bribery. | NO                                                                                           | The explanation in qeustion are planned to be included to requests for<br>prior consent in year 2025                              |
| 10      | Stakeholder<br>engagement          | 85      | The supervisory board and management board jointly identified which are considered key<br>stakeholders in relation to company.                                                                                                                                                                                                                                                                                                                                                  | PARTIALLY                                                                                    | The act has been adopted and the identificaton of key atakeholders is<br>planned to be conducted in year 2025                     |
| 10      | Stakeholder<br>engagement          | 85      | Management board has ensured the existence of effective mechanisms for regular interaction<br>with key stakeholders, as well as to inform the supervisory board about the results of these<br>communications.                                                                                                                                                                                                                                                                   | YES                                                                                          |                                                                                                                                   |
| 10      | Stakeholder<br>engagement          | 86      | The supervisory board is authorized, subject to prior notification to the president of the<br>management board, to organize meetings with external stakeholders when it deems it necessary. YES                                                                                                                                                                                                                                                                                 |                                                                                              |                                                                                                                                   |
| 10      | Stakeholder<br>engagement          | 87      | In the mandate of every committee of the supervisory board it is provided for what purpose<br>president of the committe may communicate directly with stakeholders and what procedure to<br>follow.                                                                                                                                                                                                                                                                             | YES                                                                                          |                                                                                                                                   |