Atlantic Grupa d.d. — AGM Information 2014

Jun 30, 2014

ATLANTIC GRUPA d.d. Miramarska 23 10 000 Zagreb

SECURITY: ATGR-R-A / ISIN:HRATGRRA0003 ATGR-O-169A / ISIN:HRATGRO169A0 LISTING: Zagreb Stock Exchange

Zagreb, June 30 th, 2014

Notice on the Decisions adopted at the General Assembly

The General Assembly of Atlantic Grupa d.d. was held on June 30 th, 2014, at the Headquarters of the Company, Miramarska 23, Zagreb. The Chairman of the General Assembly was Prof. Ph.D. Siniša Petrović and the General Assembly was attended by 3.094.833 votes or 92,82% of the total share capital.

According to the announced Agenda of the Assembly of Atlantic Grupa d.d.:

• 1. Opening of the General Assembly, establishing the present and represented shareholders;
• 1. Annual financial statements and consolidated financial statements of Atlantic Grupa for 2013, Annual Report on the Status and Business Operations of the Company for FY 2013 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in FY 2013;
• 1. Decision on use of retained earnings realized in the previous business years;
• 1. Decision on issuing the note of release to the members of the Supervisory Board for FY 2013;
• 1. Decision on issuing the note of release to the members of the Management Board for FY 2013;
• 1. Decision on granting an authorization of the Management Board to acquire treasury shares;
• 1. Decision on the exclusion of pre-emption rights upon disposal of treasury shares;
• 1. Decision on the election of four members of the Company Supervisory Board;
• 1. Decision on the appointment of an independent Auditor of the Company for the year 2014:

The General Assembly of Atlantic Grupa d.d., adopted the following decisions:

Ad 3.

• 1. In the business year ending on December 31, 2013 Atlantic Grupa has realized a consolidated net profit after minority shares in the amount of HRK 194.872.086,00, while Atlantic Grupa d.d. has realized the net loss of HRK 20.395.727,30.
• 1. The net loss of the Company in the amount of HRK 20.395.727,30 shall be covered from the part of the retained earnings of the Company realized in the business year 2010.
• 1. The amount of HRK 35.009.919,00 shall be distributed as dividends, i.e. HRK 10,50 per share, to the shareholders of the Company in proportion to the number of shares held by each

shareholder. The dividend shall be paid from the part of the retained earnings of the Company realized in the business year 2010.

1. The dividends shall be paid to all shareholders registered as such in the Central Depository and Clearing Company Inc. on July 04th, 2014 (record date). Date on which security of Atlantic Grupa d.d. will be traided without dividend payment right is July 02nd, 2014 (ex date). The claim for dividend payment is due on July 16th, 2014 (payment date).

Ad 4.

1. The note of release has been given to Zdenko Adrović, the member and the President of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

2. The note of release has been given to Lada Tedeschi Fiorio, the member and the Vice President of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

3. The note of release has been given to Siniša Petrović, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

4. The note of release has been given to Aleksandar Pekeč, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

5. The note of release has been given to Željko Perić, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

6. The note of release has been given to Vedrana Jelušić Kašić, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2013;

7. The note of release has been given to Franz Josef Flosbach, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2013.

Ad 5.

1. The note of release has been given to Emil Tedeschi, the member and the President of the Management Board of Atlantic Grupa d.d. for business year 2013;

2. The note of release has been given to Mladen Veber, the member of the Management Board of Atlantic Grupa d.d for business year 2013;

3. The note of release has been given to Neven Vranković, the member of the Management Board of Atlantic Grupa d.d. for business year 2013;

4. The note of release has been given to Zoran Stanković, the member of the Management Board of Atlantic Grupa d.d. for business year 2013.

Ad 6.

• 1. The General Assembly hereby authorizes the Management Board to acquire treasury shares of the Company in the organized capital market during the period of 5 years from the date of the adoption of this decision.
• 1. The share of capital that refers to the acquiring of treasury shares together with the treasury shares already acquired shall not exceed one tenth (1/10) of subscribed initial capital of the Company.
• 1. The lowest price per one treasury share is equal to the nominal value of one share whereas the highest price per one treasury share shall not exceed the average market price during 15 days preceding the acquiring of shares. The highest price of one treasury share may be increased for up to 5 %, subject to the approval of the Supervisory Board of the Company.
• 1. The Company shall not trade with the treasury shares.
• 1. The Management Board of the Company may dispose of already maintained treasury shares or the ones acquired on the basis of this decision without the General Assembly having to reach a decision on such a disposal.
• 1. This Decision shall become valid on the day of its adoption and effective as of June 17th, 2015.

Ad 7.

The Management Board of the Company may dispose of already maintained treasury shares or the ones acquired on the basis of the decision of the General Assembly on granting authorization to the Management Board to acquire treasury shares without the General Assembly having to reach a decision on such a disposal, by which disposal the pre-emption rights of existing shareholders shall be excluded.

Ad 8.

1.The following persons are appointed as Supervisory Board members of Atlantic Grupa d.d.:

1a. Vedrana Jelušić Kašić, B. Sc. Econ., Zagreb, Pantovčak 194, PIN: 67094113785, as a Supervisory Board member of the Company,

1b. Franz Josef Flosbach, B.Sc.Eng., Johann-Wilhelm-Roth-Str. 22, 51688 Wipperfürth, PIN: 23310968578, as a Supervisory Board member of the Company,

1c. Prof. Aleksandar Pekeč PhD, Zagreb, Ivana Kukuljevića 24, PIN: 93278070011, as a Supervisory Board member of the Company,

1.d Lars Peter Elam Håkansson, B. Sc. Econ., Torgerdsvägen, 182 67 Djursholm, PIN: 59274844755, as a Supervisory Board member of the Company.

1. The members of the Supervisory Board of the Company listed under 1a, 1b and 1c of this Decision are elected for a 4 -year term commencing on 1 September 2014.

2. The member of the Supervisory Board of the Company listed under 1d of this Decision is elected for a 4 -year term commencing from the day of the adoption of this Decision.

3. This Decision shall become valid on the day of its adoption.

Ad 9.

For the purposes of auditing the financial reports of Atlantic Grupa d.d. and the affiliated companies and for the audit of consolidated financial report in year 2014, the Company appoints the certified auditors' company: PricewaterhouseCoopers d.o.o. Zagreb, with the official seat of the company in Zagreb, Ulica kneza Ljudevita Posavskog 31/VI.

Atlantic Grupa d.d.