Pre-Annual General Meeting Information • Jun 1, 2021
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

Security: ADPL / ISIN: HRADPLRA0006 LEI: 549300NFX18SRZHNT751 Home Member State: Croatia Quotation: Zagreb Stock Exchange, Prime Market
Solin, June 1, 2021
In accordance with the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, we hereby announce invitation to the General Assembly that will be held on July 15, 2021, starting at 12 o'clock in company headquarters premises in Solin.
Invitation with the agenda and draft decisions are attached to this announcement.
Contact:
Katia Zelić Investor Relations Manager
mob. +385 91 221 1446 [email protected]
The Company is registered at Commercial Court in Split, Croatia, under code: 060007090 VAT identification number: HR48351740621 • IBAN: HR04 2340 0091 1101 5371 1, Privredna banka Zagreb d.d., Zagreb The registered capital of the company corresponds to HRK 419,558,400 fully subscribed and paid in 4,199,584 ordinary shares at nominal price of HRK 100 President of the Management Board · Management Board members: Mladen Peroš, Višnja Bijelić, Ivan Čupić President of the Supervisory Board: Sergey Dmitrievich Bodrunov

Based on the Article 277 of the Company Law (NN 111/93, 34/99, 52/00, 118/03, 137/09, 152/11, 11/12, 144/12, 68/13, 110/15 and 40/19) and the Article 35 of the Charter of AD Plastik d.d., Solin, the Management Board of AD Plastik d.d., Solin, on June 1, 2021 made a decision to
I The General Assembly shall be held on July 15, 2021 (Thursday), at 12 a.m. in the Company Headquarters in Solin, Matoševa 8, according to the following
establishing the list of participants in the General Assembly
The Management Board and the Supervisory Board have proposed, except for the Items 4, 8 and 9 and the Supervisory Board for Items 4, 8 and 9, the passing of the following decisions:
Ad 2. Approval to the Management Board for their work in 2020 has been issued.
Ad 3. Approval to the members of the Supervisory Board for their work in 2020 has been issued.
Ad 4. Decision on appointment of an auditor for 2021 and defining remuneration for its work has been made as follows:
Profit of AD Plastik d.d., Solin (hereinafter: the Company) realized in 2020 after taxation amounts to HRK 68,632,630.43 and it shall be used as follows:

for dividend payment in the amount of HRK 33,596,672.00
the rest for the retained earnings.
The calculated dividend amount of the Company's own shares, as of the day of the right to dividend payment, shall be included in retained earnings.
The audited Remuneration Report of Management and Supervisory Board Members for 2020 has been approved in the text published as Annex 1 of the Invitation to the General Assembly, together with the auditor's report, which form an integral part of this Decision.
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.
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 and avoidance 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.
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 HRK 12,000.00;
3.2. Deputy President of the Supervisory Board is entitled to remuneration in the net amount of 10,000.00;
3.3. Other members of the Supervisory Board are entitled to remuneration in the net amount of HRK 8,000.00;

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 HRK 4,000.00, 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.
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.
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.
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.
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.
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.
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 pərmittəd.
This Decision shall enter into force on the day of its adoption by the General Assembly of the Company,
This Decision shall be published on the Company's website for the period prescribed by the Act,
The Remuneration Policy for Management Board members has been approved according to the determination of the Supervisory Board of the Company in the text:

| 1. Introduction - starting points and objectives of the Remuneration Policy | |
|---|---|
| 2. Fixed and variable parts of remuneration and their share in total remuneration 2 | |
| 3. Criteria for payment of variable remuneration | |
| 4. Restrictions and refund of the variable part of remuneration | |
| 5. Payment of variable remuneration in shares | |
| 6. Manager's contract | |
| 7 . Taking into account remuneration and working conditions of employees | |
| 8. Adoption of the Remuneration Policy and conflict of interest | |
| 9. Authority of the Supervisory Board to temporarily deviate from the Remuneration Policy 7 | |
| 10. Final provisions |
Pursuant to Article 247a of the Companies Act (OG 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19; hereinafter: CA), the Supervisory Board of the company AD Plastik d.d., registered with the court register of the Commercial Court in Split, with its registered office in Solin, Matoševa 8, PIN (OIB): 48351740621, hereinafter: Company), at the session of the Supervisory Board held on 27/05/2021, laid down the following:
The Company is a multinational company with eight production facilities in five countries, whose operational activities cover five continents and more than twenty countries. AD Plastik Group (hereinaffer: Group) is the leading company specialising in the development and production of interior car components in Croatia and one of the leading companies in Eastern Europe. The Group's corporate culture is based on sustainability, encouraging cooperation and recognising excellence.
This Remuneration Policy shall establish a remuneration system for members of the Management Board by defining transparent rules and procedures for determining remuneration of the Management Board members that aligns interests of the Management Board members with long-term interests as well as successful and ethical implementation of the business strategy and development of the Company and the entire Group.

This Remuneration Policy shall establish an appropriate balance between the variable and fixed remuneration of the Management Board members required to promote transparent and efficient management.
Fixed remuneration is determined by an individual manager's contract that defines of employment between a member of the Management Board and the Company, and specifies particular additional benefits for the Management Board member (hereinater: Contract). The fixed remuneration of the Management Board members shall reflect the relevant professional experience and responsibility of the Management Board members with a view to attract and retain the highest quality key personnel of the Company, all for the purpose of achieving all strategic long-term plans and objectives of the Company and the Group.
The variable remuneration shall be directly linked to the realisation of financial, and key strategic objectives of the Company and the Group.
The Management Board members are employed by the Company and their remuneration is determined under the Contract and, to the extent applicable, the Company's internal acts.
The share of the annual fixed remuneration in the total annual remuneration of the Management Board members shall amount to at least 33% of their total annual remuneration, depending on the amount of the realised variable part of remuneration.
Remuneration of the Company Management Board members shall be divided as follows:
Fixed remuneration shall consist of a monthly salary set by the Contract in a fixed amount. The salary of the Management Board members should reflect their relevant professional and work experience, competences and the level of responsibility, and its amount should be sufficient to provide financial security and stability, i.e. ensure the independence of a Management Board member from the variable part of remuneration, while corresponding to the level of responsibility of a position in which key decisions of the Company are made.
The salary shall include remuneration for working outside the daily working hours and for working on Sundays and holidays.
In line with the best local practices, the Contract may provide for additional benefits such as:

Variable remuneration means the remuneration that may be paid to the Management Board members in accordance with the realised annual financial and non-financial objectives defined by the Supervisory Board of the Company, and a positive trend in the realisation of the Group's key strategic objectives. The objectives defined by the Supervisory Board of the Company must be challenging so that only outstanding results are rewarded, and must be set in such a way that the Management Board members are not tempted to take excessive risks that are not in line with the Company's strategy, and that they do not encourage unethical behaviour.
The amount of variable remuneration of the Management Board members shall be specified in the Contract, ranging from 8% to 100% of the annual gross salary earned in the year for which the variable remuneration is awarded if the variable remuneration is paid in cash, i.e. of the annual net salary if the variable remuneration is paid in Company shares (in accordance with the rules provided in Article 5, item (a) of this Policy.
For the President of the Management Board, the Contract may provide for special criteria and the variable remuneration amount of an additional 50% of the annual gross salary earned in the year for which the variable remuneration is awarded if the variable remuneration is paid in cash, i.e. of the annual net salary if the variable remuneration is paid in Company shares (in accordance with the rules provided in Article 5, item (a) of this Policy.
For the purposes of calculating the variable remuneration "annual gross salary", i.e. "annual net salary" shall mean the basic salary without other benefits defined in the Contract.
A member of the Management Board shall be entitled to opt for payment of the variable remuneration in Company shares instead of cash. If a member of the Management Board opts for payment of the variable remuneration in Company shares, such remuneration shall be determined in accordance with Article 5, item (a) of this Policy.
The Supervisory Board may also include in the Contract an additional long-term variable remuneration for all or individual members of the Management Board. The long-term variable remuneration may be agreed up to the amount of an additional 50% of the annual gross salary earned in the year for which the variable remuneration is awarded if the variable remuneration is paid in cash, i.e. 50% of the annual net salary if the variable remuneration is paid in Company shares.
(Article 247a, paragraph 1, item 3 of the Act)

The criteria for payment of the variable part of remuneration shall be set in such a way that the Management Board members are motivated to achieve the Group's long-term development and to contribute through their activities to the realisation of the business strategy and long-term development of the Company and the Group.
If the Contract with a member of the Management Board provides for the right of the Management Board member to receive long-term variable remuneration, the Contract should also define the additional longterm objectives or objectives associated with the successful realisation of specific projects for which the Management Board member is entitled to receive long-term variable remuneration.
(b) Methods to determine whether the criteria are fulfilled
Depending on whether they fulfilled the criteria for payment of the variable part of remuneration, the Management Board members shall realise the right to payment of the variable remuneration for the previous financial year when the Supervisory Board adopts integrated annual report for the previous year.
In line with internal rules and upon proposal of the Remuneration Committee, the Supervisory Board of the Company shall adopt a decision on fulfilment of the conditions for payment of the variable remuneration at the session in which it decides on the Company's integrated annual report. When evaluating the criteria, the Supervisory Board should take into account the degree and scope of realisation of the set objectives, all in accordance with the Contracts and this Remuneration Policy.
The Company shall not be entitled to claim a refund of the variable part of remuneration from the Management Board members.

(a) Variable remuneration shall be paid in cash or Company shares, at the option of the Management Board member.
If the Management Board member opts for payment of the variable remuneration in Company shares, the number of shares to be awarded shall be determined on the basis of the ratio between the net amount of the variable remuneration paid in shares and the average share price in the month preceding the month in which the decision was adopted.
The payment of the bonus in shares shall be regulated in more detail and realised by concluding a separate share transfer agreement between the Company and the Management Board member, and the shares shall be acquired immediately after the conclusion of the said agreement.
(a) Duration and termination of the Contract
The Contract shall be concluded for the duration of the term of office of an individual member of the Management Board.
Before the expiry of the period of his/her appointment, the term of office of the Management Board member may be terminated at his/her own request or based on the Supervisory Board in accordance with the provisions of the CA. The termination notice period shall be defined by the Contract.
(b) Severance pay
The right to severance pay, its amount and conditions for payment shall be exercised by the Management Board members pursuant to the Contract.
(c) Voluntary pension and health insurance; purchase of qualifying periods
The Company may include in the Contract its obligation to pay voluntary retirement insurance for the Management Board member in the case that the Management Board member decides to use this right instead of a life insurance policy.

If, after the Contract has expired, the Management Board member goes into early retirement, the Company shall neither pay voluntary health insurance nor shall be obliged to purchase qualifying periods for the Management Board member.
When determining remuneration of the Management Board members, the terms of remuneration and working conditions of senior management in the Company at the level of sector directors, operating units, executive directors and directors of subsidiaries operating within the Group were taken into account, as well as of other companies on the labour market comparable in terms of their size, business activity. geographical scope of operations and/or complexity.
The Remuneration Committee shall propose the Remuneration Policy to the Supervisory Board, which shall provide other proposals in line with internal rules. All members of the Supervisory Board shall participate in adopting the Remuneration Policy for Management Board Members based on a proposal by the Remuneration Committee.
The Supervisory Board shall submit the adopted Remuneration Policy to the General Assembly of the Company for approval.
Pursuant to Article 276 of the General Assembly fails to approve the Remuneration Policy, the Supervisory Board shall submit its revised Remuneration Policy at the first next session of the General Assembly, where it will be voted on.
For the purpose of avoiding conflicts of interest, the Contain provisions on non-competition during and after employment in the Company, as well as provisions on the obligation of non-disclosure of trade secrets. The Management Board members shall be bound by enforceable legal regulations on the prevention of conflict of interest and internal acts.
The Supervisory Board may temporarily deviate from the Remuneration Policy, if this is necessary for the long-lerm benefit of the Corripany and based on a special and reasoned decision of the Supervisory Board.
This Remuneration Policy shall apply for the period of 4 (four) years and it shall enter into force upon approval by the General Assembly of the Company.
The Decision of the General Assembly and the Remuneration Policy shall be published immediately after the General Assembly is held and made available on the Company's website for a period of ten years."

Ad 1. Pursuant to 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 established the audited Annual Financial Statements of AD Plastik d.d. and Consolidated Annual Financial Statements of AD Plastik Group for 2020, therefore the General Assembly shall not decide upon these Statements. The Supervisory Board also adopted the Annual Report on the status of AD Plastik Group for 2020 as well as the Report on the performed supervision over management of business of AD Plastik Group for 2020.
The aforementioned audited annual financial statements, together with the Annual Report on the status of AD Plastik Group for 2020 and the Report by the Supervisory Board on the performed supervision over management of business of AD Plastik Group for 2020 shall be submitted to the General Assembly, which shall not make decision upon 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 2020.
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 2020.
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, 27, 2021, the Supervisory Board proposes to the General Assembly to adopt a decision appointing KPMG Croatia d.o.o., OIB: 20963249418, Zagreb, Ivana Lučića 2/a as the Company's auditor for the business year 2021.
Ad 5. The Management Board and the Supervisory Board propose to the General Assembly to adopt the decision by which the Company's net profit generated in 2020 in the amount of HRK 68,632,630.43 shall be used partly to pay dividends to the shareholders in the amount of HRK 33,596,672.00, while the remaining portion shall be allocated to retained earnings.
The calculated dividend amount of the Company's own shares, as of the acquisition of the right to dividend payment, i.e. July 22, 2021, shall be included in retained earnings.
Ad 6. The Management Board and the Supervisory Board propose to the General Assembly to adopt a decision according to which to the shareholders registered as holders of the Company in the depository of the Central Depository and Clearing Company d.d., on July 22, 2021 shall be paid the dividend from profit for 2020 in the amount of HRK 8.00 per share. The dividend shall be paid on July 27, 2021.
Ad 7. Pursuant to Article 272r of the Companies Act, the Management Board and the Supervisory Board prepared a 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, KPMG Croatia d.o., 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 Annex 1 to the Invitation to this General Assembly.

Ad 8. Pursuant to Article 269 of the Companies Act, the Supervisory Board proposes to the General Assembly to make a decision on the remuneration of members of the Supervisory Board. The draft decision on remuneration is based on the principle of ensuring quality and professional members of the Supervisory Board, in order to implement the mission and long-term strategy of the Company.
Ad 9. Pursuant to Articles 247a and 276a of the Companies Act, the Supervisory Board of the Company has adopted the Remuneration Policy for Management Board members, and proposes to the General Assembly the approval of the said Policy. The Remuneration Policy determines transparent rules and procedures for determining the remuneration of members of the Management Board in a way that harmonizes the interests of members of the Management Board with long-term interests and successful and ethical implementation of business strategy and development of the Company and the Group.
IV In case the General Assembly is not held on July 15, 2021 because of lack of quorum or for other reasons, the next meeting of the General Assembly shall be held on July 23, 2021 (Friday) at the same time and 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 totally 4, 199,584 ordinary registered shares, each of them in the nominal amount of HRK 100.00.
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, of which at the time of the convening the General Assembly the Company has 54,844. The total number of the shares with voting right at the time of convening the General Assembly amounted to 4,144,740.
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 24, 2021 (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 8, 2021 (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 seat corresponds to the seat 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 meeting of 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.) acting Public notary Snježana Ludvajić, 21210 Solin, Kralja Zvonimira 75, Republic of Croatia, phone/fax: +385-21-210-548, e-mail: [email protected];
2.) Public notary Maja Radovani, 21210 Solin, Kralja Zvonimira 85, Republic of Croatia, phone: +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 seat, and are also available 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 the proxy-granting forms is recommended. The forms may be obtained with the Legal Department at the Company seat, and are also available at the Company: www.adplastik.hr.
If the shareholders, who jointly possess shares to the amount of 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 30 days before the General Assembly is held. This period of time does not include the day when the request was received by the Company.
Counter-motions by the shareholders in relation to the draft decision provided by the Managenent 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, Sections 1 to 3 of the Company Act under the prepositions stated there, if a shareholder submits his/her counter-motion to the Company at least 14 days before the General Assembly Is held, at the address of the Company seat: AD Plastik d.d., 21210 Solin, Matoseva 8.
The day when the counter-motion is received by the Company shall not be included in this period of time of 14 days. The counter-motion shall be available at 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 motion by the shareholders regarding the selection of members of the Supervisory Board or appointment of an auditor. Such a motion needs not be explained. The Management Board needs not make the motion available to the shareholders,

if it does not contain any data, which must be announced with the motion for selection of members of the Supervisory Board and appointment of an auditor, or data on memberships of the persons proposed for selection in supervisory boards, i.e. steering committees of other supervisory bodies at home and abroad.
X RIGHT TO BE INFORMED ABOUT 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 Company Law.
XI NOTICES ON THE WEBSITE OF THE COMPANY :
Immediately after the announcement of the invitation for the General Assembly, the following shall be available at the website of the Company www.adplastik.hr.
invitation for 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

Annex 1


We were engaged by the Management Board of AD Plastik d.d. (the "Company") to express limited assurance on the Remuneration Report for the year ended 31 December 2020, attached as an appendix. Our engagement is to form an independent limited assurance conclusion, based on our work performed and evidence obtained, that nothing has come to our attention that causes us to believe that the attached Remuneration Report is not prepared in accordance with the requirements specified in Paragraphs 1 and 2 of Article 272r of the Companies Act applicable in the Republic of Croatia ("Reporting Criteria").
Management and Supervisory Board are responsible for the preparation and presentation of the Remuneration Report that is free from material misstatement in accordance with Paragraphs 1 and 2 of Article 272r of the Companies Act and for the information contained therein.
Management is responsible for:
Our responsibility is to examine the Remuneration Report and to report thereon in the form of an independent limited assurance conclusion based on the evidence obtained. We conducted our engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board. ISAE 3000 requires that we plan and perform our procedures to obtain a meaningful level of assurance about whether the Remuneration Report is prepared in accordance with the Reporting Criteria, in all material respects, as the basis for our limited assurance conclusion.
KPMG Croatia d.o.o. za reviziju complies with the Code of Ethics for Professional Accountants issued by the International Ethics Standards Board for Accountants and applies the International Standard on Quality Control 1. Accordingly, we maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements and professional standards, including independence and other requirements founded on the fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour as well as applicable legal and regulatory requirements.
The procedures performed in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the lovel of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.
As part of this engagement, we have not performed any procedures by way of audit or review of the Remuneration Report nor of the underlying accounting and other records from which it was compiled.

The Reporting Criteria for the preparation of the Remuneration Report are the required information as specified in Paragraphs 1 and 2 of Article 272r of the Companies Act.
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 longterm success of the Company and the manner in which the benchmarks for assessing that performance have been applied; an explanation of how workers' remuneration was taken into account in calculating average remuneration and what is the composition of workers included in that calculation.
The Management Board and the Supervisory Board state that the Remuneration Report for the year ended 31 December 2020 is accurate and includes all required information as specified in Paragraphs 1 and 2 of Article 272r of the Companies Act.
Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for the year ended 31 December 2020 is not prepared, in all material respects, in compliance with the requirements specified in Paragraphs 1 and 2 of Article 272r of the Companies Act.
This conclusion should be considered in context with the remainder of our limited assurance report, especially in context with the Limitations in the preparation of the Remuneration Report and the Restrictions on the use of our report paragraphs.
Our report is intended solely for the purpose specified in Article 272r of the Companies Act. To the fullest extent permitted by law, we accept or assume no responsibility and deny any liability to any party other than the Company for our work, for this independent limited assurance report, or for the conclusions we have reached.
KPMG Croatia d.o.o. za reviziju Croatian registered auditors Eurotower, 17th floor lvana Lučića Da 10000 Zagreb Croatia
27 May 2021
Domagoj Hrkać Director, Croatian registered auditor

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

| 1. Introduction | |
|---|---|
| 2. Management Board members | |
| 2.1 Remuneration of members of the Management Board in 2020 | |
| 2.2 Remuneration of Management Board members in subsidiary companies of AD Plastik Group in 2020, and in the affiliated company EAPS |
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| 2.3 Remuneration paid or obliged to be paid to the President / members of the Management Board in 2020 by a third party in connection with the tasks performed as the President / Member of the Management Board |
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| 2.4 Remuneration that the Company is obliged to pay in case of early termination of membership in the Management Board |
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| 2.5 Remuneration that the Company is obliged to to pay in case of regular termination of membership in the Management Board |
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| 2.6 Remuneration paid or obliged to be paid by the Company to a former member of the Management Board whose membership in the Management Board ended in 2020. 5 |
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| 2.7 Number of shares and share options given or obliged to be given by the Company 5 | |
| 2.8 Return of variable parts of remuneration | |
| 3. | Supervisory Board |
| 3.1 Remuneration of members of the Supervisory Board in 2020 | |
| 4. Comparative presentation of the revenue/profit trend of the Company and the remuneration of members of the Management Board, Supervisory Board and employees in the last 5 years |
|
| 5. Other information (in accordance with the Article 57 of the Code) | |
| 6. Final provisions |
VAT identification number: HR48351740621 • IBAN: HR04 2340 0091 1101 5371 1, Privredna banka Zagreb d.d., Zagreb
The registered capital of the company corresponds to HRK 419,554 ordinary shares at nominal price of HRK 100 President of the Management Board: Management Board members: Mladen Peroš, Višnja Bijelić, Ivan Čupić President of the Supervisory Board: Sergey Dmitrievich Bodrunov
The Company is registered at Commercial Court in Split, Croatia, under code: 060007090
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 Agrency, the Management Board of the company AD Plastik d.d., based in Solin, Matoševa 8, OIB: 48351740621 (hereinafter: the Company) at its meeting held on May 27, 2021 and the Supervisory Board of the Company at its meeting held on May 27, 2021 determined the following
The Company's business operations in 2020 were marked by uncertainty caused by the coronavirus pandemic (COVID-19) and activities undertaken to ensure business stability. The beginning of the pandemic, the closure of the Company's customers factories during March and April, and the cessation of the Company's production during that period greatly affected the fulfillment of the Company's planned business and strategic activities during 2020. The main activities of the members of the Management Board and the Supervisory Board were aimed at maintaining business continuity with a focus on preserving the jobs of the Company's employees as well as maintaining the liquidity and solvency of the Company on the principles of solidarity of all stakeholders in business relations.
In such challenging circumstances, the Company did not adopt the Remuneration Policy during 2020, and its adoption was postponed to 2021. Therefore, this Remuneration Report is based on existing internal acts and individual manager's contracts adopted in accordance with internal rules, which were in force during 2020.
Remuneration of members of the Management Board is determined by an individual manager's contract that enables the Management Board to manage business with due care and responsibility in accordance with the set core values and business strategy of the Company. In 2020, the remuneration of the members of the Management Board consisted of fixed remuneration, since the members of the Management Board were not paid a variable remuneration (bonus) in cash or in the Company's shares. Remuneration of members of the Supervisory Board does not depend on the results of the Company's operations and does not contain a variable part of the remuneration, and are paid in accordance with the decision of the General Assembly of the Company.
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 in 4 (four) members for the term of office of 5 (five) years.
Members of the Management Board who held that position during 2020;
Table 1
| Name and surname | Function | Period from - to | |
|---|---|---|---|
| Marinko Došen | President of the Management Board |
01 Jan 2020 - 31 Dec 2020 | |
| Mladen Peroš | Member of the Management Board |
01 Jan 2020 - 31 Dec 2020 | |
| Katija Klepo | Member of the Management Board |
01 Jan 2020 - 20 Jul 2020 | |
| Višnja Bijelić | Member of the Management Board |
21 Jul 2020 - 31 Dec 2020 | |
| lvan Čupić | Member of the Management Board |
21 Jul 2020 - 31 Dec 2020 |
President and members of the Management Board are employed by the Company, and their remuneration is determined by individual manager's contracts 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).
Remuneration of the President and the members of the Management Board are divided into three categories:
Members of the Management Board in 2020 (regardless of the period to which the payment refers) were paid the following remuneration in gross I amounts in kuna:
| Name and surname | Fixed remuneration annual gross l salary |
76 | Variable remunera tion |
9/2 | Salary in kind (car, insurance and other) |
0% | Non-taxable remunerati on |
% | Total remuneration |
% |
|---|---|---|---|---|---|---|---|---|---|---|
| Marinko Došen | 1,163,692.31 kn 85.79% | 0.00 kn 0.00% 188,105.18 kn 13.87% | 4,612,00 kn 0.34% | 1,356,409.49 kn 100.00% | ||||||
| Mladen Peroš | 717,641.60 kn 90.79% | 0.00 km 0.00% | 68.045.00 kn | 8.61% | 4,788.00 kn 0.61% | 790,474.60 kn 100.00% | ||||
| Katija Klepo* | 462,228.55 kn 91.45% | 0.00 km 0.00% | 38,291.53 kn | 7.58% | 4,928.06 kn 0.97% | 505,448.14 kn 100.00% | ||||
| Višnja Bijelić* | 285,434.78 kn 79.67% | 0.00 kn 0.00% | 71,222.52 kn 19.88% | 1,616.00 kn 0.45% | 358,273.30 kn 100.00% | |||||
| lvan Čupić* | 285,434.78 kn 80.46% | 0.00 km 0.00% | 67,688.51 kn 19.08% 1,632.00 kn 0.46% | 354,755.29 kn 100.00% |
Members of the Management Board were paid a fixed remuneration (basic monthly salary) according to the manager's contract.
In 2020, members of the Management Board were not paid any variable remuneration (bonus), neither in cash nor in Company's shares. Acting in the best interest of the Company due to extraordinary circumstances caused by the COVID-19 virus, payment of bonuses for 2019 was postponed.
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.
Member of the Management Board Ms. Katija Klepo was a member of the Management Committee of the affiliated company EAPS S.r.I. Romania and did not receive any remuneration on that basis.
Member of the Management Board 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.
President / members of the Management Board have not been paid, nor is there an obligation to pay remuneration by third parties in connection with the tasks they perform as members of the Management Board.
Pursuant to individual managers' contracts, the Company has no obligation to pay remuneration to the members of the Management Board in case of term before the expiration of the term at his/her request or if the Supervisory Board decides to revoke him/her in accordance with positive legal regulations and conditions stated in individual Manager's Contract.
Exceptionally, if the Supervisory Board, taking into account all circumstances, decided to revoke a member of the Management Board because he/she did not achieve annual financial goals and there is no positive tendency to achieve key strategic goals of the Group, he/she is entitled to a severance pay in the amount determined by individual manager's contract.
During 2020, there was no amendment to this agreement.
The amount of severance pay due to the President / members of the Management Board upon termination of office is determined by individual manager's contracts.
During 2020, there was no amendment to this agreement.
In 2020, the Company paid severance pay based on the termination of the term of office and performance of the duty of a member of the Management Board, in accordance with the manager's contract for a member of the Management Board, Ms. Katija Klepo, in the amount of 1,003,219.60 gross I in HRK.
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 can be paid in cash or in shares of the Company at the choice of the President / members of the Management Board. During 2020, no variable remuneration was paid either in cash or in shares of the Company.
Members of the Supervisory Board are not entitled to shares of the Company.
Individual manager's contracts or internal acts of the Company do not stipulate the return of the variable part of the remuneration on any basis.
Members of the Supervisory Board who performed that duty during 2020;
| Name and surname | Function | Period from - to |
|---|---|---|
| Dmitriy Leonidovich Drandin | President, appointed a member of the Supervisory Board by the decision of the AO HAK of 10 Oct 2019 |
01 Jan 2020 - 20 Jul 2020 |
| Sergey Dmitrievich Bodrunov | President, appointed a member of the Supervisory Board by the decision of the AO HAK of 20 Jul 2020 |
20 Jul 2020 - 31 Dec 2020 |
| lvica Tolić | Deputy President, re-elected a member of the Supervisory Board by the decision of the General Assembly of 24 Aug 2020 |
01 Jan 2020 - 31 Dec 2020 |
| lvka Bogdan | Member, elected by the decision of the General Assembly of 31 Jan 2019 |
01 Jan 2020 - 31 Dec 2020 |
| Bože Plazibat | Member, elected by the decision of the General Assembly of 31 Jan 2019 |
01 Jan 2020 - 31 Dec 2020 |
| Igor Anatolyevich Solomatin | Member, elected by the decision of the General Assembly of 11 Jul 2019 |
01 Jan 2020 - 31 Dec 2020 |
| Nikitina Nadezhda Anatolyevna | appointed Member. bv the decision of AO HAK of 10 Oct 2019 |
01 Jan 2020 - 20 Jul 2020 |
| Alina Viktorovna Koretskaya | Member. appointed by the decision of AO HAK of 20 Jul 2020 |
20 Jul 2020 - 31 Dec 2020 |
| Robert Kuhta | Member, employee representative appointed by the decision of the Workers' Council of 30 Oct 2017 |
01 Jan 2020 – 14 May 2020 |
| Andjelka Čulo | Member, employee representative appointed by the decision of the Workers' Council of 14 May 2020 |
14 May 2020 - 31 Dec 2020 |
On July 18, 2008 the General Assembly of the Company made a Decision on the payment of award for work to members of the Supervisory Board in accordance with which members of the Supervisory Board are entitled to award for work, namely:
The amount of the award is determined on the basis of the average monthly gross salary of the employees of AD Plastik d.d. realized in the previous three months before the payment of this award.
The award is paid after each meeting of the Supervisory Board,
Members of the Supervisory Board in 2020 (regardless of the period to which the payment refers) were paid the following remunerations in gross I amounts in kuna.
| Name and surname | Total paid Gross in HRK |
|---|---|
| Dmitriy Leonidovich Drandin | 0.00 HRK |
| Sergey Dmitrievich Bodrunov | 0.00 HRK |
| lvica Tolić | 75,233.54 HRK |
| lvka Bogdan | 87,370.49 HRK |
| Bože Plazibat | 87,370.49 HRK |
| Igor Anatolyevich Solomatin | 0.00 HRK |
| Nikitina Nadezhda Anatolyevna | 0.00 HRK |
| Alina Viktorovna Koretskaya | 0.00 HRK |
| Robert Kuhta* | 25,241.43 HRK |
| Andjelka Culo* | 62,380.08 HRK |
| Total | 337,596.03 HRK |
* During the performace of duties
Members of the Supervisory Board were paid an award in accordance with the Decision of the General Assembly of July 18, 2008.
During 2020, there were changes in the composition of the Supervisory Board as shown in Table 3.
Members of the Supervisory Board:
were not paid the award in accordance with the Decision of the General Assembly of July 18, 2008, because the above stated persons declared that they do not want to receive it.
Members of the Supervisory Board have not been paid, nor is there an obligation to pay remuneration by third parties in connection with the function/tasks they perform as members of the Supervisory Board of the Company.
Remuneration to the members of the Supervisory Board does not include a variable component, therefore it is not affected by the Company's results of operations in the past or future period.
Members of the Supervisory Board are not entitled to severance pay, additional payments from the Company or its subisidiates/affiliates, nor do they participate in share allocation plans.
Table 5
| Name / year | 2016 | 2017 | 2018 | 2019 | 2020 |
|---|---|---|---|---|---|
| Total Company's revenue | 717,876,242.22 kn 834,653,577.17 kn 944,973,948.00 kn | 1,107,593,810.00 kn 871,660,106.00 kn | |||
| Net profit of the Company |
38,346,696.16 kn | 53.399.399.14 km | 88.961.262.00 km | 80,783,230.00 kn | 68,632,630.00 kn |
| Average annual gross remuneration per employee |
99,753.54 kn | 104.662.77 kn | 105,474.87 kn | 110,027.28 kn | 110,650.16 kn |
| Average annual gross I remuneration of the Management Bord without severance pay |
900,800.08 kn | 1.082.839.18 kn | 1,946,766.64 kn | 1,086,090.09 kn | 923,264.98 kn |
| Average annual gross remuneration of the Supervisory Board |
52.115.39 kn | 30.842.53 kn | 48.511.72 kn | 61.679.85 kn | 67,519.21 kn |
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 members of the Management Board.
The calculation of the average annual gross I remuneration per employee of the Company includes all fixed and variable parts of the employee's salary in accordance with the Collective Agreement, the Ordinance on salaries and other material rights of employees, and the employment contract. The average number of employees for a particular year is calculated on the basis of the total number of working hours in relation to the maximum possible number of working hours per particular year per employee.
In addition to the information prescribed by law, in accordance with Article 57 of the Corporate Governance Code, it is stated:
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 Došen
Sergey Dmitrievich Bodrunov
President of the Management Board
President of the Supervisory Board
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