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AD Plastik d.d.

Pre-Annual General Meeting Information Jun 5, 2025

2080_agm-r_2025-06-05_e233f1c2-d6b8-47c9-9997-e73a1eb97633.pdf

Pre-Annual General Meeting Information

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AD Plastik d.d. Joint-stock company for automotive plastic components manufacturing HR 21210 Solin, Matoševa 8 • www.adplastik.hr tel.: +385 (0) 21 206 444 • fax: +385 (0) 21 206 599

Announcement of regulated information

Security: ADPL / ISIN: HRADPLRA0006 LEI: 549300NFX18SRZHNT751 Home Member State: Croatia Quotation: Zagreb Stock Exchange, Prime Market

Solin, June 5, 2025

Invitation to the General Assembly

In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, we hereby announce an invitation to the General Assembly that will be held on July 17, 2025, starting at 12 o'clock at the company headquarters premises in Solin.

Invitation with the agenda and draft decisions are attached to this announcement.

AD Plastik d.d.

Based on the Article 277 of the Companies Act (Official Gazette 111/93, 34/99, 52/00, 118/03, 137/09, 152/11, 111/12, 144/12, 68/13, 110/15, 40/19, 114/2022, 18/2023, 130/2023 and 136/2024) and the Article 35 of the Charter of AD Plastik d.d., Solin, the Management Board of AD Plastik d.d., Solin, on June 5, 2025, made a decision to

CONVENE the ordinary General Assembly of AD Plastik d.d. Solin

I The General Assembly shall be held on July 17, 2025 (Thursday), at 12 o'clock in the Company Headquarters in Solin, Matoševa 8, according to the following

A g e n d a

  • establishing the list of participants in the General Assembly

    1. Annual Financial Statements of AD Plastik d.d. and Consolidated Annual Financial Statements of AD Plastik Group for 2024, Annual report on the status of AD Plastik Group for 2024, and Report by the Supervisory Board on the performed supervision over the management of the business of AD Plastik Group for 2024
    1. Decision on the issuance of approval to the Management Board for their work in 2024
    1. Decision on the issuance of approval for work to the Supervisory Board members in 2024
    1. Decision on the appointment of an auditor for 2025 and defining remuneration for their work
    1. Decision on the use of the profit realized in 2024
    1. Decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2024
    1. Decision on remuneration of Supervisory Board members of AD Plastik d.d.

Il Draft decisions:

The Management Board and the Supervisory Board have proposed, except for the Items 4 and 7, and the Supervisory Board for Items 4 and 7, the passing of the following decisions:

Ad 2 Approval to the Management Board for their work in 2024 has been issued.

Ad 3 Approval to the Supervisory Board members for their work in 2024 has been issued.

Ad 4 The decision on the appointment of an auditor for 2025 and defining remuneration for their work has been made as follows:

  • I. The company KPMG Croatia, d.o.o., OIB: 20963249418, Zagreb, Ivana Lučića 2/a has been appointed as the auditor for 2025 and 2026 for AD Plastik, d.d. Solin, namely for the audit of financial statements and the verification of the sustainability report.
  • II. Remuneration for the work of the auditor for 2025 and 2026 shall be established by a special Contract between the Company and the auditor, in accordance with the valid Audit Act (Official Gazette No 127/17, 27/24, 85/2024, 145/2024).

Ad 5 The decision on the use of the profit realized in 2024 has been made as follows:

Profit of AD Plastik d.d. Solin (hereinafter: the Company), realized in 2024, after taxation amounts to EUR 397,714 and is included in the retained earnings of the Company.

Ad 6 The decision on approval of the Remuneration Report of Management and Supervisory Board Members for 2024 has been made as follows:

The audited Remuneration Report of Management and Supervisory Board Members for 2024 has been approved in the text published as Appendix 1 to the Invitation to the General Assembly, together with the auditor's report, which form an integral part of this Decision.

Ad 7. Decision on remuneration of Supervisory Board members of AD Plastik d.d. has been made as follows:

  1. This Decision on remuneration of the Supervisory Board members (hereinafter: the Decision) is based on the principle of ensuring quality and professional members of the Supervisory Board for the purpose of achieving the mission and long-term strategy of the Company for the benefit of all its stakeholders. This Decision ensures the transparency of remuneration of the Supervisory Board members and, during its adoption, account was taken of various external and internal elements, economic conditions, remuneration of the Company employees and best practices.

  2. For their participation in the work of the Supervisory Board and the Supervisory Board committees, members of the Supervisory Board shall be entitled to remuneration pursuant to this Decision of the General Assembly. In order to ensure their independence of conflicts of interest, the remuneration of the Supervisory Board members shall not depend on the Company's results, but are determined in a fixed amount.

  3. The amount of remuneration shall depend on the function of the respective member in the Supervisory Board, namely:

3.1. President of the Supervisory Board is entitled to remuneration in the net amount of EUR 1,593.00;

3.2. Deputy President of the Supervisory Board is entitled to remuneration in the net amount of EUR 1,328.00;

3.3. Other members of the Supervisory Board are entitled to remuneration in the net amount of EUR 1,062.00;

3.4. The Supervisory Board members who are also members of one or more Supervisory Board committees are entitled to additional remuneration in the net amount of EUR 531.00, as well as other members of the Supervisory Board committees (remuneration per each session of the committees in which they participate).

The remuneration referred to in items 3.1, 3.2 and 3.3 above shall be paid once each quarter, namely by the end of the last month in the respective quarter as follows: by the end of March for the first quarter (Q1): by the end of June for Q2; by the end of September for Q3; by the end of December for Q4.

Taxes and contributions related to the remuneration shall be calculated and paid by the Company in accordance with applicable tax regulations.

The remuneration referred to in item 3.4 above shall be paid after the committee's session is held.

  1. Members of the Supervisory Board and its committees shall also be entitled to compensation of all justified and documented costs they incurred with regard to participating in sessions of the Supervisory Board or in the work of the Supervisory Board or its committees.

  2. Members of the Supervisory Board shall be entitled to remuneration from the date of starting their term of office until the date of their termination of office as members of the Supervisory Board. Members whose membership in the Supervisory Board lasted for a part of the quarter referred to in item 3 of this Decision shall be entitled to remuneration in proportion to the duration of their membership.

  3. Members of the Supervisory Board and its committees shall not be entitled to receive payment of the above remuneration in Company shares, the payment of remuneration may not be delayed, and the

Company may not claim a refund of the paid remuneration. Members of the Supervisory Board and its committees may decide not to receive the remuneration stipulated under this Decision.

  1. With regard to members of the Supervisory Board and members of its committees, the Company shall not conclude a contract regulating the rights and obligations of the Supervisory Board and its committees. Members of the Supervisory Board and its committees shall not be entitled to a severance pay.

  2. At least once every four years, the Remuneration Committee shall review the decision on remuneration of the Supervisory Board members and shall give recommendations to the Supervisory Board regarding any proposed changes.

  3. In accordance with the Act, remuneration of the Supervisory Board members shall be approved by the General Assembly of the Company which, at least once every four years, adopts a decision on remuneration of the Supervisory Board members. A decision confirming an earlier decision shall be permitted.

  4. This Decision shall enter into force on the day of its adoption by the General Assembly of the Company,

  5. This Decision shall be published on the Company's website for the period prescribed by the Act.

III Explanation of the draft decisions of the General Assembly:

Ad 1 Pursuant to the provision of Article 280a paragraph 1, item 2 of the Companies Act, shareholders are hereby informed that pursuant to Article 300d of the Companies Act and Article 29 of the Company Charter, the Management Board and the Supervisory Board have adopted the audited Annual Financial Statements of AD Plastik d.d. and Consolidated Annual Financial Statements of AD Plastik Group for 2024, therefore the General Assembly shall not decide upon these Statements. The Supervisory Board also accepted the Annual Report on the status of AD Plastik Group for 2024 and adopted the Report on the performed supervision over the management of the business of AD Plastik Group for 2024.

The aforementioned audited annual financial statements, together with the Annual Report on the status of AD Plastik Group for 2024 and the Report by the Supervisory Board on the performed supervision over the management of the business of AD Plastik Group for 2024 shall be submitted to the General Assembly, which shall not decide this item of the agenda.

Ad 2 Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to adopt a decision on granting approval (clearance) to the Management Board for their work in 2024.

Ad 3 Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to adopt a decision on granting approval (clearance) to the Supervisory Board members for their work in 2024.

Ad 4 Pursuant to Article 280, paragraph 3 of the Companies Act, and adopting the recommendation of the Audit Committee of the Company dated May 29, 2025, the Supervisory Board proposes to the General Assembly to adopt a decision appointing the company KPMG Croatia d.o.o., OB: 20963249418, Zagreb, Ivana Lucića 2/a as the Company's auditor for the business years 2025 and 2026.

Ad 5 The Management Board and the Supervisory Board propose to the General Assembly to adopt a decision by which the Company's net profit generated in 2024 in the amount of EUR 397,714 shall be allocated to the retained earnings.

Ad 6 Pursuant to Article 272r of the Companies Act, the Management Board and the Supervisory Board have prepared the Remuneration Report of Management and Supervisory Board Members paid during the

previous year and forwarded it to the auditor for examination in accordance with the Act. Auditor of annual financial statements, company KPMG Croatia d.o.o., has examined the Report and issued its opinion on the compliance of the Report with the requirements specified in Article 272r paragraphs 1 and 2 of the Companies Act. The Remuneration Report, together with the Auditor's Report, has been published as Appendix 1 to the Invitation to this General Assembly.

Ad 7 The General Assembly of the Company held on July 15, 2021, adopted the Decision on the Remuneration of the Members of the Supervisory Board (hereinafter: the Remuneration Decision). Pursuant to Article 269, paragraph 3 of the Companies whose shares are listed on the Zagreb Stock Exchange are required to decide on the remuneration of the members of the Supervisory Board at least every four years. Accordingly, a new Remuneration Decision must be adopted this year. Due to the change in currency (from kuna to euro) that occurred in the meantime, the remuneration amounts in the Draft Remuneration Decision have been converted into euros and rounded up to the nearest whole number, while no other changes were made compared to the previous Remuneration Decision.

IV In case the General Assembly is not held on July 17, 2025, because of lack of quorum or for other reasons, the next meeting of the General Assembly shall be held on the same day at the same place, and with the same agenda as stated in this Invitation.

V TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE TIME OF CONVENING THE GENERAL ASSEMBLY:

The share capital of the Company is divided into a total of 4,199,584 ordinary registered shares, each of them in the nominal amount of EUR 13.00.

Each ordinary share gives the right to one vote at the General Assembly, except for the own (treasury) shares of the Company, i.e. the shares without voting right, which the Company had 38,008 at the time of the convening of the General Assembly. The total number of shares with voting right at the of convening the General Assembly amounted to 4,164,576.

VI PREPOSITIONS FOR PARTICIPATION OF SHAREHOLDERS IN THE GENERAL ASSEMBLY AND USE OF THE VOTING RIGHT:

Only those shareholders, who at the beginning of the 21st day before the meeting of the General Assembly, i.e. on June 26, 2025 (Thursday) were registered in the Central Depository and Clearing Company Inc. as the owners of the Company shares, and who six days before the meeting of the General Assembly, at the latest, or on July 10, 2025 (Thursday), at the latest, registered their participation in the Assembly, in advance, in written form, with the Legal Department of the Company or with a public notary, whose official headquarters corresponds to the headquarters of the Company, are entitled to participate in the General Assembly and use their voting rights. Together with the registration for participation in the General Assembly and the use of the voting right, the shareholder must submit, in written form, proof of possessing a share at the beginning of the 21st day before the General Assembly, issued by the Central Depository and Clearing Company Inc.

Data on the public notaries through whom the shareholders can register their participation in the Company Assembly are:

1.) Public notary Snježana Ludvajić, 21210 Solin, Kralja Zvonimira 75, Republic of Croatia, phone: +385-21-210-548, e-mail: [email protected] ;

2.) Public notary Maja Radovani, 21210 Solin, Kralja Zvonimira 85, Republic of Croatia, phoneffax: +385-21-213-286, e-mail: [email protected] .

The use of the registration forms for participation in the General Assembly is recommended. The forms may be obtained with the Legal Department at the Company headquarters, and are also available on the website of the Company: www.adplastik.hr.

VII VOTING PROCEDURE BY WAY OF A PROXY:

Representatives and proxies of the shareholders, who have registered their participation in the manner and under the conditions described in Item VI of this Invitation, and who have proved their identity, may also participate in the General Assembly and use their voting rights, namely:

  • representatives, based on an adequate document on representation, which is submitted to the Company as an original or as a certified copy, by way of the Legal Department, by the day when the General Assembly is held, at the latest;

  • proxies, based on a proxy-granting form, in written form, which is submitted to the Company, by way of the Company's Legal Department, by the day when the General Assembly is held, at the latest. Apart from submission by direct handover or by mail, the proof of the appointment of a proxy (scan of the signed proxy-granting form) may also be sent electronically, by e-mail to the address: [email protected].

The use of proxy-granting forms is recommended. The forms may be obtained with the Legal Department at the Company headquarters, and are also available on the Company: www.adplastik.hr.

VIII INCLUSION OF NEW MATTERS IN THE AGENDA:

If the shareholders, who jointly possess shares to the twentieth part of the Company's share capital, request after the General Assembly has been convened for a matter to be included in the agenda of the General Assembly and to be announced, then explanations or draft decisions must be provided for every new matter included in the agenda.

The request for inclusion of a matter in the agenda must be received by the Company at least 24 days before the General Assembly is held. This period does not include the day when the request was received by the Company.

IX COUNTER-MOTIONS BY THE SHAREHOLDERS:

Counter-motions by the shareholders in relation to the draft decision provided by the Management Board and/or Supervisory Board regarding a certain item on the agenda must be available, under statement of their names and family names, explanations, and possibly the standpoint of the Management Board, to the persons mentioned in Article 281, paragraph 1 to 3 of the Companies Act under the prepositions stated there if a shareholder submits their counter-motion to the Company at least 14 days before the General Assembly is held, at the address of the Company headquarters: AD Plastik d.d., 21210 Solin, Matoševa 8.

The day when the counter-motion is received by the Company shall not be included in this period of 14 days. The counter-motion shall be available on the website of the Company: www.adplastik.hr.

If a shareholder does not exert this right, the consequence shall not be the right to include the counter-motion at the General Assembly meeting.

The above said shall also be applied, in an appropriate manner, to the filing of a motion by the shareholders regarding the election of members of the Supervisory Board or appointment of an auditor. Such a motion needs not to be explained. The Management Board needs not to make the motion available to the shareholders if it does not contain any data, which must be announced with the motion for the election of members of the Supervisory Board and appointment of an auditor, and data on memberships of the persons proposed for election in supervisory boards, i.e. management committees of other companies, and other supervisory bodies at home and abroad.

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X RIGHT TO BE INFORMED ABOUT THE COMPANY'S BUSINESS:

During the General Assembly, the Management Board must give every shareholder, at their request, information regarding the business of the Company, if this is necessary for the matters included in the agenda to be judged, in accordance with Article 287 of the Companies Act.

XI NOTICES ON THE WEBSITE OF THE COMPANY.

Immediately after the announcement of the General Assembly, the following shall be available on the website of the Company www.adplastik.hr:

  • an invitation to the General Assembly of the Company, together with materials for the General Assembly foreseen by law,

  • registration forms and proxy-granting forms for participation and casting votes at the General Assembly,

  • the shareholders' request for a matter to be included in the General Assembly agenda (amendment of the agenda), which is received by the Company after the General Assembly has been convened.

XII The shareholders are entitled to review the materials for the General Assembly in the period from the day of the announcement of this Invitation until the day when the General Assembly is held, and with the Company's Legal Department, during working hours.

MANAGEMENT BOARD of AD PLASTIK d.d., Solin

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Appendix 1

Independent limited assurance report on the Remuneration Report of AD Plastik d.d.

Independent limited assurance report on the Remuneration Report of AD Plastik d.d.

to the Management Board and the Supervisory Board of the company AD Plastik d.d.

We were engaged by the Management Board of the company AD Plastik d.d. (the "Company") to express limited assurance on the Remuneration Report for the year 2024 ("Report"), attached as an appendix, in the form of a conclusion that, based on the procedures carried out and the evidence collected, nothing came to our attention to make us suspect that the attached Report is not prepared in accordance with the requirements specified in paragraphs 1 and 2 of Article 272r of the Corporations Act applicable in the Republic of Croatia.

Management Board and Supervisory Board responsibilities

Management Board and Supervisory Board are responsible for:

  • · the preparation of the Remuneration Report for 2024 in accordance with the requirements for publication set out in Article 272 r, paragraphs 1 and 2 of the Corporations Act;
  • · determination of individuals who will be included in the Remuneration Report in accordance with Article 272 r, paragraph 1 of the Corporations Act;
  • · selection and application of appropriate remuneration policies, as well as for making reasonable judgments and assessments in relation to the data published in the Remuneration Report;
  • · measurement of remuneration for the year ending December 31, 2024 in accordance with the provisions of Article 272 r, paragraphs 1 and 2 of the Corporations Act; and
  • · publication of the Remuneration Report on the Company's website in accordance with the provisions of Article 272 r, paragraph 4 of the Corporations Act.

Management Board is responsible for:

  • · designing, implementing, and maintaining internal control relevant to the preparation and presentation of the Report that is free from material misstatement, whether due to fraud or error;
  • · measurement and reporting of remuneration in accordance with the Reporting Criteria;
  • · selecting and applying policies as well as making judgments and estimates that are reasonable in relation to the preparation of the Remuneration Report.

Our responsibility

Our responsibility is to examine the Remuneration Report thereon in the form of an independent limited assurance report on the Remuneration Report based on the evidence obtained. We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (amended) - Assurance Engagements Other Than Audits or Reviews of Historical Information issued by the International Auditing and Assurance Standards Board (IAASB).

We have met the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including the International Standards of Independence) issued by the International Ethical Standards Board for Accountants (IESBA).

KPMG Neovisno izvješće o izražavanju ograničenog uvjerenja o ispitivanju Izvješća o primicima za Istarsku kreditnu banku Umag d.d.

Our responsibility (continuation)

We apply International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services Engagements, issued by the IAASB. The standard requires that we design, implement and enforce a quality management system, including policies and procedures related to compliance with ethical requirements and professional standards and with applicable legal and regulatory requirements.

The scope of a limited assurance engagement is significantly less than the scope of a reasonable assurance engagement with respect to risk assessment procedures, including an understanding of internal control and the procedures implemented in response to the assessed risks. The nature and extent of our procedures have been determined based on risk assessment and our professional judgment to express a limited assurance conclusion. Procedures included:

  • · enquiries,
  • · on the sample, a review of the relevant documentation,
  • · verification of compliance of the content of the Report according to the Applicable criteria.

Our engagement did not include an audit or review of the Remuneration Report or the related accounting and other records on the basis of which it was compiled.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.

Limitations in the preparation of the Remuneration Report

The interpretation of performance results is to some extent subjective because it takes into account both qualitative and quantitative aspects. Due to the inherent subjectivity in interpreting qualitative reward criteria, but also subjectivity applied in measuring quantitative goals (for example, related to measuring results for the year), different acceptable methodologies for measuring the achievement of individual goals are possible. Furthermore, various other estimates and judgments were used in the preparation of the Remuneration Report, including, but not limited to: compliance with the remuneration policy; the manner in which the members of the Management Board and the Supervisory Board support the long-term success of the Company and the manner in which the benchmarks for assessing that performance have been applied; an explanation of how workers' remuneration was taken into account in calculating average remuneration and what is the composition of workers included in that calculation.

Applicable criteria

The applicable criteria for determining the individuals who will be included in the Remuneration Report and the requirements related to the publication of their remuneration are contained in the provisions of Article 272 r, paragraphs 1 and 2 of the Corporations Act.

Statement of the Management Board and the Supervisory Board

The Management Board and the Supervisory Board of the Company state that the Remuneration Report for the year 2024 is accurate and includes all required information as specified in provisions of paragraphs 1 and 2 of Article 272 r of the Corporations Act.

KPAAC Independent limited assurance report on the Remuneration Report of AD Plastik d.d.

Limited assurance conclusion

Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for the year 2024 is not prepared, in all material respects, in such a way as to contain information specified in provisions of the paragraphs 1 and 2 of Article 272 r of the Corporations Act.

This conclusion should be considered in context with the remainder of our limited assurance report, especially in context with the Limitations in the Remuneration Report and the Restrictions on the use of our report paragraphs.

Restrictions on the use of our report

This report is intended solely for the purpose specified in Article 272 r of the Corporations Act. To the fullest extent permitted by law, we accept or assume no responsibility and deny any liability to any party other than the Company for our work, for this independent limited assurance report, or for the conclusions we have reached.

KPMG Croatia d.o.o. for audit Croatian registered auditors Eurotower, 17th floor Ivana Lučića 2a 10000 Zagreb Croatia

May 29, 2025

Domagoj Hrkać Member of the Management Board, Croatian registered auditor

Remuneration Report of Management and Supervisory Board Members for 2024

TABLE OF CONTENTS

1. ntroduction
2.
2.1. Remuneration of the Management Board members in 2024
2.2. Remuneration of Management Board members in subsidiary companies of AD Plastik Group
in 2024, and in the affiliated company EAPS
2.3. Remuneration paid or obliged to be paid to the President / Management Board members in
2024 by a third party in connection with the tasks performed as the President /
Management Board member
2.4. Remuneration that the Company is obliged to pay in case of early termination of
membership in the Management Board
2.5. Remuneration that the Company is obliged to pay in case of regular termination of
membership in the Management Board
2.6. Remuneration paid or obliged to be paid by the Company to a former Management Board
member whose membership in the Management Board ended in 2024
2.7. Number of shares and share options given or obliged to be given by the Company
2.8. Returning variable parts of remuneration
3. Supervisory Board
3.1 Remuneration of the Supervisory Board members in 2024
4. Comparative presentation of the revenue/profit trend of the Company and the remuneration
of the Management Board and Supervisory Board members, and all employees in the last 5
years
5.
6. Final provisions

Pursuant to the provisions of Article 272 r of the Companies Act and the relevant provisions of the Corporate Governance Code of the Zagreb Stock Exchange d.d. and the Croatian Financial Services Supervisory Agency, the Management Board of the company AD Plastik d.d., headquartered in Solin, Matoševa 8, OIB: 48351740621 (hereinafter: the Company) at its meeting held on May 29, 2025, and the Supervisory Board of the Company at its meeting held on May 29, 2025, determined the following

REMUNERATION REPORT OF MANAGEMENT AND SUPERVISORY BOARD MEMBERS FOR 2024

1. Introduction

In 2024, the Company's revenue increased compared to 2023, primarily due to the increased realization of new projects and the collection of certain tools. However, the Company's operations in 2024 continued to be marked by uncertainty and the significant influence of external factors, mainly stem the ongoing consequences of the Russia-Ukraine crisis. These factors were particularly evident in inflationary pressures on wage, material, and service costs. The primary activities of the Management Board and the Supervisory Board members throughout 2024 were focused on strengthening operational efficiency, maintaining financial stability, optimizing costs, mitigating the impact of negative external factors, and ensuring business sustainability, with an emphasis on commercial and development activities through the continued contracting of new deals and the realization of contracted development projects.

This Remuneration Report is based on the Companies Act, the Remuneration Policy of the Management Board Members, the Decision on the Remuneration of the Supervisory Board Members, internal acts, individual manager's contracts.

The Company did not deviate from the Remuneration Policy of the Management Board Members in 2024.

2. Management Board members

By the decision of the Supervisory Board of July 2, 2020, adopted in accordance with the provisions of the Company's Charter, the Company's Management Board was appointed 4 (four) members for the term of office of 5 (five) years.

Management Board members who held that position during 2024

Table 1

Name and surname Function The period from - to
Marinko Došen President of the Management
Board
01 Jan 2024 – 31 Dec 2024
Mladen Peroš Management Board Member 01 Jan 2024 - 31 Dec 2024
Zlatko Bogadi Management Board Member 01 Jan 2024 – 11 Nov 2024
Josip Divić Management Board Member 01 Jan 2024 – 31 Dec 2024

President and Management Board members are employed by the Company, and their remuneration is determined by individual manager's contracts in accordance with the Remuneration Policy and internal acts of the Company that apply to all employees of the Company (Collective Agreement of the Company and the Ordinance on salaries and other material rights of employees).

The remuneration of the President and the Management Board members of the Company is divided into three categories:

  • Fixed remuneration: consists of the basic monthly salary expressed in its gross amount.
  • Other benefits: form an integral part of fixed remuneration and relate to the rights from the individual manager's contract, namely: the cost of using a private vehicle for official and private purposes, and life insurance policy. Management Board members who do not reside at the seat of the employer have the right to cover the costs of housing and transportation within the defined limit. Management Board members are also entitled to appropriate awards, financial support, jubilee award for continued employment with the Company or its legal predecessors, food allowance, gift for a child, and salary compensation, all in terms of the provisions of the Collective Agreement of the Company or other general acts of the Company.
  • Variable remuneration: is an award (bonus) that can be paid to the President and the Management Board members in accordance with the results achieved in the business year or depending on the realization of certain key business indicators determined by the individual manager's contracts.

2.1. Remuneration of the Management Board members in 2024

Management Board members in 2024 (regardless of the period to which the payment refers) were paid the following remuneration in gross I amount in EUR:

Name and
surname
Fixed
remuneration
annual gross l
salary
96 Variable
remuneration
% Salary in kind
lcar,
insurance, and
other)
ರ್ಜ Non-taxable
remunerati
on
ల్లి Total
remuneration
%
Marinko Došen 159.267,37 € 84,11% 0.00 € 0.00% 29.335.63 € 15.49% 752,22 € 0.40% 189.355.22 € 100.00%
Mladen Peroš 103.523.79 € 91,53% 0,00 € 0,00% 8.284.91 € 7,33% 1.288,96 € 1.14% 113.097,66 € 100,00%
Zlatko Bogadi 79.150.89 € 81,53% 0,00 € 0.00% 17.149.23 € 17,66% 787.52 € 0,81% 97.087,64 € 100,00%
Josip Divić 83.456,15 € 90,09% 0,00 € 0,00% 7.994,75 € 8,63% 1.182,91 € 1,28% 92.633,81 € 100,00%

Table 2

Management Board members were paid a fixed remuneration (basic monthly salary) according to the manager's contract.

In 2024, Management Board members were not paid a variable remuneration (bonus) for 2023.

2.2. Remuneration of Management Board members in subsidiary companies of AD Plastik Group in 2024, and in the affiliated company EAPS

President of the Management Board, Mr. Marinko Došen, is also a member of the Management Committee of the affiliated company EAPS S.r.l. Romania and did not receive any remuneration on that basis.

Management Board member, Mr. Mladen Peroš, is also a member of the Management Committee of the affiliated company EAPS S.r.l. Romania, as well as the President of the Supervisory Board of the subsidiary ADP d.o.o. Mladenovac and did not receive any remuneration on that basis.

Management Board member, Mr. Zlatko Bogadi, is also a member of the Supervisory Board of the subsidiary AD Plastik Tizsa Kft. Hungary and did not receive any remuneration on that basis.

Management Board member, Mr. Josip Divić, is also a member of the Management Committee of the affiliated company EAPS S.r.l. Romania, as well as the member of the Supervisory Boards of the subsidiaries AD Plastik Tizsa Kft. Hungary and AO AD Plastik Togliatti, Russia and did not receive any remuneration on that basis.

2.3. Remuneration paid or obliged to be paid to the President / Management Board members in 2024 by a third party in connection with the tasks performed as the President / Management Board member

President / Management Board members have not been paid, nor is there an obligation to pay remuneration by third parties in connection with the tasks they perform as Management Board members of the Company.

2.4. Remuneration that the Company is obliged to pay in case of early termination of membership in the Management Board

Pursuant to individual manager's contracts, the Company has no obligation to the Management Board members in case of termination of the term of office before the expiration of the term at their request or if the Supervisory Board decides to revoke them in accordance with positive legal regulations and conditions stated in individual manager's contract.

Exceptionally, if the Supervisory Board, considering all circumstances, decided to revoke a Management Board member because they did not achieve annual financial goals and there is no positive tendency to achieve key strategic goals of the Group, they are entitled to severance pay in the amount determined by individual manager's contract.

In 2024, there was no amendment to this provision.

2.5. Remuneration that the Company is obliged to pay in case of regular termination of membership in the Management Board

The amount of severance pay due to the President / Management Board members upon the termination of office is determined by individual manager's contracts.

In 2024, there was no amendment to this provision.

2.6. Remuneration paid or obliged to be paid by the Company to a former Management Board member whose membership in the Management Board ended in 2024

In 2024, the Company did not pay severance based on the termination of the term of office and the performance of the duty of a Management Board member.

2.7. Number of shares and share options given or obliged to be given by the Company

In accordance with individual manager's employment contracts, the decision on the payment of variable remuneration (bonus) is made by the Supervisory Board having in mind the degree and scope of

achieving the goals defined by the manager's contract. The bonus may be paid in cash or in shares of the Company, at the discretion of the President / Management Board member.

During 2024, variable remuneration was not paid in cash or in Company shares,

Payment of part of the variable remuneration in the Company shares contributes to achieving the Company's goals by giving Management Board members additional personal interest in the sustainable and development business of the Company, and Management Board members are additionally motivated to achieve annual and medium-term plan goals of the whole Group. After acquiring such shares, a Management Board member may not dispose of them for at least two years from the day they were allocated to them unless the Management Board membership of a Management Board member terminates within the specified period of two years.

Supervisory Board members are not entitled to the Company shares.

2.8. Returning variable parts of remuneration

Individual manager's contracts or internal acts of the Company do not stipulate returning variable part of the remuneration on any basis.

3. Supervisory Board

Supervisory Board members who performed that duty in 2024:

Table 3

Name and surname Function The period from - to
Sergey Dmitrievich Bodrunov President, appointed a
Supervisory Board member
pursuant to the decision of the AO
HAK as of 20 July 2020
01 Jan 2024 - 20 Jul 2024
Member, reappointed by the
Supervisory Board pursuant to the
decision of the AO HAK, as of 11
July 2024
21 Jul 2024 - 04 Dec 2024
Katija Klepo Member, appointed pursuant to
the decision of the AO HAK, as of
3 December 2024
04 Dec 2024 - 31 Dec 2024
lvica Tolić Deputy President, re-elected a
Supervisory Board member
pursuant to the decision of the
General Assembly as of 24 Aug
2020
01 Jan 2024 - 24 Aug 2024
Member, re-elected to the
Supervisory Board pursuant to the
decision of the General Assembly
as of 18 July 2024
25 Au 2024 - 12 Sep 2024
President, elected by decision of
the Supervisory Board as of 13
September 2024
13 Sep 2024 - 31 Dec 2024
lvka Bogdan Member, elected pursuant to the
decision of the General Assembly
as of 31 Jan 2019
01 Jan 2024 - 31 Dec 2024
Re-election
Member, elected pursuant to the
decision of the General Assembly
as of 14 July 2022
Bože Plazibat Member, elected pursuant to the
decision of the General Assembly
as of 31 Jan 2019
01 Jan 2024 - 12 Sep 2024
Re-election
Member, elected pursuant to the
decision of the General Assembly
as of 14 July 2022
Deputy President, elected
pursuant to decision of the
Supervisory Board as of 13
September 2024
13 Sep 2024 - 31 Dec 2024
Igor Anatolyevich Solomatin Member, elected pursuant to the
decision of the General Assembly
as of 11 July 2019
01 Jan 2024 - 31 Dec 2024
Re-election
Member, elected pursuant to the
decision of the General Assembly
as of 20 July 2023
Alina Viktorovna Koretskaya Member, appointed pursuant to
the decision of the AO HAK as of
20 July 2020
01 Jan 2024 - 31 Dec 2024
Member, re-appointed pursuant to
the decision of the AO HAK as of
11 July 2024
Andjelka Culo Member, employee representative
appointed pursuant to the
decision of the Workers' Council
as of 14 May 2020
01 Jan 2024 - 31 Dec 2024
Member, reappointed pursuant to
the decision of the Workers'
Council as of 16 April 2024

On July 15, 2021, the General Assembly of the Company made a Decision on the Remuneration of the Supervisory Board Members by which the Supervisory Board members are entitled to a remuneration:

  • a. The President of the Supervisory Board is entitled to a remuneration in the net amount of EUR 1,592.67;
  • b. The Deputy President of the Supervisory Board is entitled to a remuneration in the net amount of EUR 1,327.23;
  • c. Other Supervisory Board members are entitled to a remuneration in the net amount of EUR 1,061.78

d. Supervisory Board members who are also members of one or more Supervisory Board committees are entitled to additional remuneration in the net amount of EUR 530.89 just as the other members of the Supervisory Board committees (remuneration per each meeting of the committees in which they participate).

Remuneration a, b, c is paid once a quarter, namely before the end of the last month in the respective quarter. Remuneration d is paid after the meeting of the committee.

3.1. Remuneration of the Supervisory Board members in 2024

Supervisory Board members in 2024 (regardless of the payment refers) were paid the following remuneration in gross I amount in EUR.

Name and surname Total paid Gross I in
EUR
Sergey Dmitrievich Bodrunov 7.084,97 €
Katija Klepo 448,82 €
Ivica Tolić 12.394,62 €
Ivka Bogdan 6.011,52 €
Bože Plazibat 9.466,53 €
Ilgor Anatolyevich Solomatin 10.322,90 €
Alina Viktorovna Koretskaya 0,00 €
Andjelka Culo 6.011,52 €
Total 51.740,88 €

Supervisory Board members were paid remuneration in accordance with the Decision of the General Assembly of July 15, 2021.

Supervisory Board members have not been paid, nor is there an obligation to pay remuneration by third parties in connection with the function/tasks they perform as the Supervisory Board members of the Company.

Remuneration to the Supervisory Board members does not include a variable component, therefore it is not affected by the Company's business results in the past or future period.

Supervisory Board members are not entitled to severance pay or additional payments from the Company or its subsidiaries/affiliates, nor do they participate in share allocation plans.

4. Comparative presentation of the revenuelprofit trend of the Company and the remuneration of the Management Board and Supervisory Board members, and all employees in the last 5 years

Name / year 2020 2021 2022 2023 2024
Total Company's revenue 115.689.177.25 € 98.932.186.08 € 81.869.646.16 € 94.448.605.00 € 116.029.203.37 €
Net profit of the
Company
9.109.115.40 € 2.168.655.78 € -13.743.479.73 € 1.039.559.00 € 397.713.79 €
Average annual gross
remuneration per
employee
14.685.80 € 14.875.96 € 16.220, 16 € 18.758,83 € 21.107,34 €
Average annual gross
remuneration of the
Management Board
122.538.32 € 213.012,25 € 133.187,83 € 125.467,94 € 123.043.58 €
Average annual gross
remuneration of the
Supervisory Board
8,961,34 € 11.918,90 € 8.936,93 € 7.768.84 € 7.391,55 €

Table 5

In the comparative presentation of trends in the last 5 (five) years, the total revenue and net profit of the Company are stated according to the realized in a particular year, as well as the remuneration of employees and the Management Board members.

The calculation of the average annual gross I remuneration per employee of the Company includes all fixed and variable parts of the salary of all employees excluding members of the Management Board in accordance with the Collective Agreement, the Ordinance on salaries and other material rights of employees, and the employment contract.

5. Other information (in accordance with the Article 57 of the Code)

In addition to the information prescribed by law, in accordance with the Article 57 of the Corporate Governance Code, it is stated:

  • · Supervisory Board members and the President / Management Board members did not receive any other payments from the Company or other companies of AD Plastik Group that are subject to consolidation in addition to the remuneration they received as a Supervisory Board member or the President / Management Board member, except this remuneration as the Supervisory Board members;
    • employee representative in the Supervisory Board, Ms. Andjelka Culo, is an employee of the Company and in addition to the award for work in the Supervisory Board, she also had a salary in accordance with the employment contract and the right to additional rights in accordance with the Collective Agreement and internal acts of the Company in the gross I amount of EUR 16,302.87.
  • · The Company and other companies of AD Plastik Group that are subject to consolidation did not provide any loans, advances, and guarantees in favor of the Supervisory Board members or President / Management Board members;
  • · Supervisory Board members, President / Management Board members did not receive any gifts, services, or other benefits of significant value;

Final provisions 6.

The Remuneration Report was prepared in accordance with legal provisions and the Corporate Governance Code of the Zagreb Stock Exchange d.d. and HANFA.

The Management Board and the Supervisory Board submit this report to the General Assembly and propose its approval.

Marinko Došer

Katija Klepo

President of the Management Board

President of the Supervisory Board

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