Atlantic Grupa d.d. — AGM Information 2020

Jun 18, 2020

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, 18 June 2020

- regulated information

Notice on Decisions adopted at the General Assembly

The General Assembly of Atlantic Grupa d.d. was held on June 18th , 2020, 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 3.111.332 votes or 93,31% 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 2019, Annual Report on the Status and of Business Operations Management of the Company for BY 2019 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in BY 2019
• 1. Decision on the approval of the Report on remuneration for 2019
• 1. Decision on remuneration for the members of the Supervisory Board
• 1. Decision on the approval of the Remuneration Policy for the members of the Management Board
• 1. Decision on use of retained earnings of the Company realized in the previous business years and use of earnings for the BY 2019
• 1. Decision on issuing the note of release to the members of the Supervisory Board of the Company for BY 2019
• 1. Decision on issuing the note of release to the members of the Management Board of the Company for BY 2019
• 1. Decision on the amendments to the Articles of Association of Atlantic Grupa d.d.
• 1. Decision on the appointment of Auditors of the Company for the year 2020

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

Ad 3:

• 1. The Report on remuneration for 2019 with the accompanying Auditor's Report, which are published as the Attachment 3 to the Invitation to this General Assembly, and which make an integral part of this Decision, are approved.
• 1. This Decision enters into force as of the date of its adoption.

Ad 4:

• 1. The Decision on remuneration for the members of the Supervisory Board is approved, in the text of the proposal that was published as the Attachment 4 to the Invitation to this General Assembly, and which makes an integral part of this Decision.
• 1. This Decision enters into force as of the date of its adoption.

Ad 5:

1. The Remuneration Policy for the members of the Management Board is approved, in the text of the proposal that was published as the Attachment 5 to the Invitation to this General Assembly, and which makes an integral part of this Decision.

2. This Decision enters into force as of the date of its adoption.

Ad 6:

• 1. In the business year ending on December 31, 2019 the Atlantic Grupa has realized a consolidated net income after minority interests in the amount of HRK 388,880,497.00 (three hundred eighty eight million eight hundred eighty thousand four hundred ninety seven kuna and zero lipa), while Atlantic Grupa d.d. (hereinafter: the "Company") has realized the net income of HRK 187,594,000.74 (one hundred eighty seven million five hundred ninety four thousand kuna and seventy four lipa).
• 1. The amount of HRK 83,135,350.00 (eighty three million one hundred thirty five thousand three hundred and fifty kuna and zero lipa) shall be distributed as dividends, i.e. HRK 25.00 (twenty five 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 year 2018 and from the part of the Company's profit realized in the business year 2019.
• 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 June 25th , 2020 (record date). Date on which security of Company will be traded without dividend payment right is June 24th , 2020 (ex date). The claim for dividend payment is due on July 15th , 2020 (payment date).
• 1. The remaining of the net profit realized in the business year 2019, in the amount of HRK 110,323,536.19 (one hundred ten million three hundred twenty three thousand five hundred and thirty six kuna and nineteen lipa) remains in retained (undistributed) profit of the Company.

Ad 7:

• 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 2019.
• 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 2019.
• 1. The note of release has been given to Siniša Petrović, the member and the Vice President of the Supervisory Board of Atlantic Grupa d.d. for business year 2019.
• 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 2019.
• 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 2019.
• 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 2019.
• 1. The note of release has been given to Anja Svetina Nabergoj, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2019.

1. The note of release has been given to Monika Elisabeth Schulze, the member of the Supervisory Board of Atlantic Grupa d.d. for business year 2019.

Ad 8:

• 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 2019.
• 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 2019.
• 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 2019.
• 1. The note of release has been given to Lada Tedeschi Fiorio, the member of the Management Board of Atlantic Grupa d.d. for business year 2019.
• 1. The note of release has been given to Srećko Nakić, the member of the Management Board of Atlantic Grupa d.d. for business year 2019.
• 1. The note of release has been given to Enzo Smrekar, the member of the Management Board of Atlantic Grupa d.d. for business year 2019.

Ad 9:

• 1. In Article 10, Paragraph 2 of the Articles of Association of Atlantic Grupa d.d., the word "month" is deleted and number "30" is added instead.
• 1. In Article 11, paragraphs are added following the existing three paragraphs, and they read:
  2. "The Management Board of the Company is authorized to deliver a decision that the work of the General Assembly is allowed to be audio and video transmitted.
  3. The Management Board of the Company is authorized to deliver a decision by which it would enable the shareholders to exercise all or only some of the rights, in entirety or partly, via electronic communication, even when they are not participating in the same in person or via proxy, at the place where it is being held.
  4. The Management Board of the Company is authorized to deliver a decision by which it would enable the shareholders to be allowed to submit their votes in writing or via electronic communication, when they are not participating in the General Assembly."
  5. 1. In Article 18, Paragraph 2 of the Articles of Association of Atlantic Grupa d.d., number "20" is deleted and number "19" is added instead.
  6. 1. In Article 20, Paragraph 5, a part of the sentence that reads "Within 7 (seven) days" is deleted and the text "Within a deadline prescribed under positive legal regulations" is added instead.
  7. 1. In Article 32, a paragraph is added following the existing two paragraphs, and it reads:

"The Company may submit information to the shareholder using electronic means."

1. All other provisions of the Articles of Association remain unchanged.

• 1. This Decision on the amendments to the Articles of Association shall enter into force and be applicable as of the date of entry into the Court Register.
• 1. The Supervisory Board is hereby authorized to determine a full text of the Articles of Association in accordance with this Decision on the amendments to the Articles of Association.

Ad 10:

For the purposes of performing audit of the financial reports of the parent company Atlantic Grupa d.d. and its affiliated companies, and for the audit of consolidated financial reports of Atlantic Grupa d.d. for the business year 2020, by performing the joint audit, the following certified auditors' companies are appointed:

• 1. Ernst & Young d.o.o., Radnička cesta 50, Zagreb, Croatia and
• 1. Kulić i Sperk Revizija d.o.o., Radnička cesta 52, Zagreb, Croatia.

Atlantic Grupa d.d.