Atlantic Grupa d.d. — AGM Information 2019

Jun 27, 2019

ATLANTIC GRUPA d.d. Miramarska 23 10 000 Zagreb

SECURITY: ATGR / ISIN:HRATGRRA0003 3ATG / ISIN: HRATGRO216A9 LEI: 3157002G3ENYCZEB1A25 HOME MEMBER STATE: Croatia REGULATED MARKET SEGMENT: Prime Market of the Zagreb Stock Exchange

Zagreb, June 27, 2019

- Regulated information

Notice on Decisions adopted at the General Assembly

The General Assembly of Atlantic Grupa d.d. was held on June 27th , 2019, 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 2.876.647 votes or 86,27 % of the total number of shares of the Company with the voting right. 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 2018, Annual Report on the Status and Business Operations of the Company for FY 2018 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in FY 2018
• 1. Decision on use of retained earnings realized in the previous business years and use of earnings realized in 2018
• 1. Decision on issuing the note of release to the members of the Supervisory Board for FY 2018
• 1. Decision on issuing the note of release to the members of the Management Board for FY 2018
• 1. Decision on the election of the member of the Company Supervisory Board
• 1. Decision on granting an authorization for acquisition of treasury shares
• 1. Decision on the exclusion of pre-emption rights upon disposal of treasury shares
• 1. Decision on the appointment of an independent Auditor of the Company for the year 2019

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

Ad 3:

1. In the business year ending on December 31, 2018 the Company has realized a consolidated net profit after minority shares in the amount of HRK 243,970,033.00 (two hundred forty three million nine hundred seventy thousand thirty three kuna and zero lipa), while Atlantic Grupa

d.d. has realized the net profit of HRK 76,490,175.07 (seventy six million four hundred ninety thousand one hundred and seventy five kuna and seven lipa).

• 1. The amount of HRK 106,598,400.00 (one hundred six million five hundred ninety eight thousand four hundred kuna and zero lipa) shall be distributed as dividends, i.e. HRK 32.00 (thirty two kuna and zero lipa) 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 business years 2003, 2004, 2015, 2017 and from the part of the Company's profit realized in the business year 2018.
• 1. The dividends shall be paid to all shareholders of the Company registered as such in the depository of Central Depository and Clearing Company d.d. on July 4 th , 2019 (record date). Date on which security of Atlantic Grupa d.d. will be traided without dividend payment right is July 3 rd , 2019 (ex date). The claim for dividend payment is due on July 18th , 2019 (payment date).
• 1. The remaining of the net profit realized in the business year 2018, in the amount of HRK 6,748,704.41 (six million seven hundred fourty eight thousand seven hundred and four kuna and fourty one lipa) remains in retained (undistrubuted) profit of the Company.

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 2018.
• 1. 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 2018.
• 1. The note of release has been given to Siniša Petrović, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2018.
• 1. The note of release has been given to Aleksandar Pekeč, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2018.
• 1. 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 2018.
• 1. The note of release has been given to Lars Peter Elam Håkansson, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2018.
• 1. The note of release has been given to Jean-Louis Yvon Gourbin, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2018.

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 2018.
• 1. The note of release has been given to Mladen Veber, the member of the Management Board of Atlantic Grupa d.d. for business year 2018.
• 1. The note of release has been given to Neven Vranković, the member of the Management Board of Atlantic Grupa d.d. for business year 2018.
• 1. The note of release has been given to Zoran Stanković, the member of the Management Board of Atlantic Grupa d.d. for business year 2018.

Ad 6:

• 1. Prof. Anja Svetina Nabergoj, PhD, 25401 Spanish Ranch Road, Los Gatos, United States of America, PIN: 61358175237 is elected as a Supervisory Board member of the Company.
• 1. The Member of the Supervisory Board stated in item 1 of this Decision, is elected for the term of office of 4 years commencing on June 27 th , 2019.
• 1. This decision is entering into force on the day of its adoption.

Ad 7:

• 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 is entering into force on the day of its adoption.

Ad 8:

• 1. 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.
• 1. This decision is entering into force on the day of its adoption.

Ad 9:

• 1. For the purpose of auditing the financial reports of Atlantic Grupa d.d. and affiliated companies and for the audit of consolidated financial report for the business year 2019, the Company appoints the certified auditors' company: Ernst & Young d.o.o., Radnička cesta 50, Zagreb, Croatia.
• 1. This decision is entering into force on the day of its adoption.

Atlantic Grupa d.d.