Span d.d.

Prospectus • Jul 8, 2025

SUBSCRIPTION FORM

Span, a joint-stock company for the design of information systems

On the basis of the Decision of the Issuer's Management Board of 05 June 2025, and with the consent of the Issuer's Supervisory Board of 05 June 2025, SPAN, a joint-stock company for the design of information systems, with the registered office in Zagreb (City of Zagreb), Koturaška cesta 47, registered in the commercial register of the Commercial Court in Zagreb, under registration number (MBS): 080192242, OIB: 19680551758, ("Issuer") intends to issue sustainability-linked bonds on the domestic capital markets in the total nominal amount of up to EUR 25,000,000.00, with a fixed annual interest rate, semi-annual interest payments and one-off maturity of the principal after five years, with the ticker: SPAN-O-307A and the international securities identification number (ISIN): HRSPANO307A0 ("Bonds").

Public Call to subscribe the sustainability-linked bonds of SPAN d.d. of 08 July 2025 ("Public Call") was issued to qualified investors and small investors, as defined by the Capital Market Act (Official Gazette no. 65/2018, 17/2020, 83/2021, 151/2022 and 85/2024).

By signing this Subscription Form, Investor accepts the Public Call and gives its binding offer for subscription of Bonds in accordance with the details stated herein.

Capitalized terms in this Subscription Form have the same meaning as defined in the Prospectus and Public Call, unless the context of the content of Subscription Form indicates otherwise.

1 Basic terms and conditions of the Bonds issue

Issuer:	Span d.d.
Country of Offering:	Republic of Croatia
Type of Bonds:	Unsubordinated and unsecured Sustainability-Linked Bond
The expected (target) nominal amount of the issue:	Up to EUR 25,000,000.00
Nominal amount of single Bond:	EUR 1.00
Minimum subscription amount in the Offering Period:	EUR 20,000.00 for small investors. The minimum subscription amount of Bonds by qualified investors has not been determined.
Settlement Currency:	EUR
Ticker:	SPAN-O-307A
ISIN:	HRSPANO307A0
Issue Date:	16 July 2025
Principal Maturity Date:	16 July 2030
Settlement Date:	16 July 2025
Repayment of Principal:	One-off, at maturity
Type of the Interest rate:	Fixed
Interest Payments:	Semi-annual
	At the observation date, the Issuer has to achieve:
Sustainability performance
targets to be achieved at the observation date:	(i) a total of 500 small and medium-sized enterprises registered for the interactive cyber security training conducted by the Group, and/or

	(ii) a reduction of GHG scope 1 and 2 emissions by 22.5%, to 312.82 tCO2 equivalent units of GHG emissions (market approach).
Sustainability performance targets observation date:	30 September 2029
Announcement of results of the Sustainability performance targets at the observation date:	As part of the Annual Report for the year that ended on 31 December 2029, or as part of a separate Report on the achievement of performance targets for 2029.
Penalty in case of a Reason for payment of Penalty:	In case of a Reason for payment of Penalty (as defined in section 5.4.10.6. of the Prospectus), the Issuer will be obliged to pay to the Bondholders: (i) 0.175% of the total nominal amount of issued Bonds in the event of failure to achieve the Sustainability performance target 1 and/or (ii) 0.175% of the total nominal amount of issued Bonds in the event of failure to achieve the Sustainability performance target 2.
Issue Price:	The Issue Price will be determined based on the determined Yield and the Fixed Interest Rate, no later than one Business Day after the expiry of the Offering Period.
Yield:	The Reference Interest Rate increased by the Risk Premium of the Issuer .
Fixed Interest Rate:	The Fixed Interest Rate will be determined based on the Yield until maturity. The Fixed Interest Rate will be published in the Notice on the determined price and the total allocated amount of the Bonds on the websites of the Issuer and the Zagreb Stock Exchange no later than the Business Day following the expiry of the Offering Period.
Reference Interest Rate:	Reference Interest Rate will be determined after the expiry of the Offering Period on the basis of Bloomberg Generic purchase yields retrieved from the Bloomberg information terminal on Eurobonds of the Ministry of Finance of the Republic of Croatia, international identification code (ISIN) XS1713475306, with the maturity on 27 January 2030, and Eurobonds of the Ministry of Finance of the Republic of Croatia, international identification code (ISIN) XS2190201983, with the maturity on 17 June 2031 interpolated to a maturity of 5 years.
Risk Premium:	Between 115 and 135 bps
Paying agent during the public offering and issue of Bonds:	Privredna banka Zagreb d.d.
Depositary and paying agent after the public offering and issue of Bonds:	Central Depository & Clearing Company Inc. ("CDCC")
Regulated Market Segment:	Official Market of the Zagreb Stock Exchange
Issue Agent:	Privredna banka Zagreb d.d.

2 Information on investor

Name and surname / company / name:
Address of residence / registered office:
Date of birth / establishment: (filled in by the Small investors only)
OIB:
Proxy (if applicable): State the name, surname and OIB (and LEI number of the authorized representative – legal person)
Bank account (IBAN) of the Investor for potential refund:
Account of Investor in CDCC: Specify the member's designation if it is a custodial account
Contact information: (note: only one person)	Name and surname:
	Address:
	Phone/Mobile phone:
	E-mail address for delivery of confirmation slips: (note: only one e mail address)
LEI:
Confirmation slip signatory: State the name, surname and function (note: 2 signatories maximum)
Authorized person(s): (State the name, surname and title)

3 Subject of subscription

Hereby the Bonds are subscribed in the total nominal amount as stated below, under the terms of the issue specified in the Public Call and Prospectus:

Subscription of Bonds in the nominal amount (EUR): ___________________________________

By signing this Subscription Form, the Investor makes an offer to subscribe Bonds in accordance with the aforementioned information, and undertakes to pay for the Bonds allocated to it in accordance with the Notice on allocation and Instructions for payment that will be received from the Issue Agent.

Investor declares that they are familiar with the Prospectus and the Public Call and agrees with the terms and conditions of the Bonds issue stated therein.

Investor declares that all the information in this Subscription Form is accurate and that indicated bank account (IBAN) is opened in its name.

Any Investor who, as of the date of submitting this Subscription Form to the Issue Agent, does not have an open account with CDCC, declares their consent for CDCC to open an account based on the information provided in the Subscription Form."

Investor agrees that the Issuer, Issue Agent and CDCC may exchange all data contained in this Subscription Form and the data on securities account with the CDCC for the purpose of acquisition of Bonds by the Investor.

Investor declares that they independently made the decision to invest in the Bonds based on their own assessment of the Issuer, the Group and the Bond offer, and that they are familiar with the fact than none of the documents included in the Prospectus or the Public Call are to be considered a recommendation or an advice to buy the Bonds.

_________________________ _________________________

In ______________, date: 11 July 2025

Investor:

Name and surname: Name and surname:

Function (if applicable): Function (if applicable):