Atlantic Grupa d.d. — Proxy Solicitation & Information Statement 2026

Apr 29, 2026

ATLANTIC GRUPA

ATLANTIC GRUPA d.d.
Miramarska 23
10 000 Zagreb

SECURITY: ATGR / ISIN: HRATGRRA0003
3ATG3 / ISIN: HRATGRO305A0
LEI: 3157002G3ENYCZEB1A25
HOME MEMBER STATE: Croatia
REGULATED MARKET SEGMENT: Prime Market of the Zagreb Stock Exchange

Zagreb, 29 April 2026

• regulated information (holding of the general assembly)

Notice on the held sessions of the Management Board and Supervisory Board, the convocation of the General Assembly of the Company and on changes in the composition and status of independence of the Audit Committee

Atlantic Grupa d.d., Miramarska 23, Zagreb (hereinafter: the Company) hereby announces that, on 28 April 2026, the session of the Company's Management Board was held, during which a proposal on the distribution of dividends and other proposals for the General Assembly were adopted.

Additionally, on the same date, 28 April 2026, the session of the Company's Supervisory Board was held, during which the Supervisory Board approved the audited non-consolidated and consolidated annual financial statements of the Company for 2025 and adopted the Management Board's proposal of the decision on the distribution of dividends. The proposal of the Management Board and Supervisory Board for the decision on the distribution of dividends proposes to distribute the dividend in the total amount of EUR 1,75 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 retained earnings of the Company realised in the business year 2022. The proposal covers the distribution of dividends to shareholders of the Company registered as such in the depository of the Central Depository and Clearing Company on 26 June 2026 (record date), the date from which the Company shares will be traded without the right to dividend payment would be 25 June 2026 (ex date), and the proposed dividend payment date is 02 July 2026 (payment date).

Pursuant to Article 463, paragraph 4 of the Capital Market Act, the Company announces that the audited non-consolidated and consolidated annual financial statements of the Company for 2025, as publicly disclosed in accordance with Article 462, paragraph 1 of the Capital Market Act, were approved in full contents by the Supervisory Board as the competent body of the Company at the session held on 28 April 2026. The decision of the Company's Supervisory Board on approving annual reports of the Company, the Management Board's proposal on the use of profit and the Supervisory Board's proposal on the use of profit, constitute an attachment to this announcement.

ATLANTIC GRUPA d.d., Joint Stock Company for Domestic and Foreign Trade, Miramarska 23, 10000 Zagreb, Croatia, tel: +385 (1) 24 13 900, fax: +385 (1) 24 13 901, www.atlanticgrupa.com. The Company is registered with the Commercial Court of Zagreb, Company Registration Number (MBS): 080245039; Company Identification Number (MB): 1671910; Personal Identification Number (PIN): 71149912416, IBAN: HR2624840081101427897, Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb; IBAN: HR9223600001101842569; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, 10000 Zagreb; IBAN: HR4624020061100280870, Erste&Steiermarkische Bank d.d., Jadranski trg 3a, 51000 Rijeka; IBAN: HR7423400091110356539, Privredna banka Zagreb d.d., Radnička cesta 50, 10000 Zagreb; HR4823900011198028838, Hrvatska poštanska banka d.d. Jurišićova ulica 4, 10000 Zagreb; IBAN: HR3624070001100198043, OTP banka d.d., Domovinskog rata 61, 21000 Split; IBAN: HR2224020061500075241, Erste&Steiermarkische Banka d.d., Jadranski trg 3a, 51000 Rijeka; Share capital is 106,697,600.00 EUR, divided into 13,337,200 shares, with a nominal value of 8.00 EUR per share. Management Board: Emil Tedeschi, Lada Tedeschi Fiorio, Srećko Nakic, Zoran Stanković, Mate Šteitić, Neven Vranković, Mojca Domiter; Chairman of the Supervisory Board: Zoran Vučinić.

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ATLANTIC GRUPA

Further on, the Supervisory Board adopted proposals for the election of Lars Peter Elam Håkansson and Aleksandar Pekeč for a new term of office in the Company's Supervisory Board, of four years, the election of Zdenko Adrović as a member of the Audit Committee for a term of office of four years, as well as other decision proposals that will be submitted to the Company's General Assembly for adoption.

In addition to the above, the Supervisory Board also adopted a decision changing the current composition of the Audit Committee: Supervisory Board member Andrea Gisle Joosen was appointed President of the Committee, Supervisory Board members Branislav Bibić and Lars Peter Elam Håkansson were appointed members, which together with external member Karl Weinfurtner appointed at last year's General Assembly, form the new composition of the Audit Committee. Chairman of the Supervisory Board Zoran Vučinić ceased to be a member of the Audit Committee. In accordance with the provision of Article 139 of the Zagreb Stock Exchange Rules, the Company hereby announces the information on the status of independence of the new composition of the Audit Committee, i.e. that the president and all members of the Audit Committee are independent of the Company.

The General Assembly of the Company shall be scheduled for 18 June 2026. The invitation to the General Assembly, along with the decisions proposed for adoption, shall be disclosed to the public within the deadlines and in the manner prescribed by law.

Atlantic Grupa d.d.

ATLANTIC GRUPA d.d., Joint Stock Company for Domestic and Foreign Trade, Miramarska 23, 10000 Zagreb, Croatia, tel: +385 (1) 24 13 900, fax: +385 (1) 24 13 901, www.atlanticgrupa.com. The Company is registered with the Commercial Court of Zagreb, Company Registration Number (MBS): 080245039; Company Identification Number (MBI): 1671910; Personal Identification Number (PIN): 71149912416, IBAN: HR2624840081101427897, Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb; IBAN: HR9223600001101842569; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, 10000 Zagreb; IBAN: HR4624020061100280870, Erste&Steiermarkische Bank d.d., Jadranski trg 3a, 51000 Rijeka; IBAN: HR7423400091110356539, Privredna banka Zagreb d.d., Radnička cesta 50, 10000 Zagreb; HR4823900011198028838, Hrvatska poštanska banka d.d. Jurišićova ulica 4, 10000 Zagreb; IBAN: HR3624070001100198043, OTP banka d.d., Domovinskog rata 61, 21000 Split; IBAN: HR2224020061500075241, Erste&Steiermarkische Banka d.d., Jadranski trg 3a, 51000 Rijeka; Share capital is 106,697,600.00 EUR, divided into 13,337,200 shares, with a nominal value of 8.00 EUR per share. Management Board: Emil Tedeschi, Lada Tedeschi Fiorio, Srećko Nakić, Zoran Stanković, Mate Štetić, Neven Vranković, Mojca Domiter; Chairman of the Supervisory Board: Zoran Vučinić.

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ATLANTIC GRUPA

Pursuant to Article 243 of the Companies Act and Article 26 of the Articles of Association of the company Atlantic Grupa d.d., Miramarska 23, Zagreb (hereinafter referred to as: Atlantic Grupa or the Company), the Management Board of the Company, at its meeting held on 28 April 2026, adopted the following:

PROPOSAL OF DECISION

ON USE OF RETAINED EARNINGS REALISED IN THE PREVIOUS BUSINESS YEARS AND USE OF EARNINGS REALISED FOR BY 2025

1. In the business year ended on 31 December 2025, Atlantic Grupa achieved a net consolidated profit after minority interests of EUR 31,987,091.00, and Atlantic Grupa d.d. achieved a net profit of EUR 16,605,705.71.

2. A dividend payment of EUR 1.75 per share is hereby determined to be paid to the Company's shareholders, in proportion to the number of shares held by them. The dividend will be paid from the Company's retained earnings from the business year 2022.

3. The dividend will be paid to the Company's shareholders who were registered as shareholders of the Company in the depository of the Central Clearing and Depository Company d.d. on 26 June 2026 (record date). The date from which the Company's shares will be traded without the right to dividend payment is 25 June 2026 (ex date). The dividend payment claim is due on July 2, 2026 (payment date).

4. The net profit for the business year 2025 remains in the Company's retained (undistributed) profit.

Emil Tedeschi
President of the Management Board

ATLANTIC GRUPA d.d., Joint Stock Company for Domestic and Foreign Trade, Miramarska 23, 10000 Zagreb, Croatia, tel: +385 (1) 24 13 900, fax: +385 (1) 24 13 901, www.atlanticgrupa.com. The Company is registered with the Commercial Court of Zagreb, Company Registration Number (MBS): 080245039; Company Identification Number (MB): 1671910; Personal Identification Number (PIN): 71149912416, IBAN: HR2624840081101427897, Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb; IBAN: HR9223600001101842569; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, 10000 Zagreb; IBAN: HR4624020061100280870, Erste&Steiermarkische Bank d.d., Jadranski trg 3a, 51000 Rijeka; IBAN: HR7423400091110356539, Privredna banka Zagreb d.d., Radnička cesta 50, 10000 Zagreb; HR4823900011198028838, Hrvatska poštanska banka d.d. Jurišićova ulica 4, 10000 Zagreb; IBAN: HR3624070001100198043, OTP banka d.d., Domovinskog rata 61, 21000 Split; IBAN: HR2224020061500075241, Erste&Steiermarkische Banka d.d., Jadranski trg 3a, 51000 Rijeka; Share capital is 106,697,600.00 EUR, divided into 13,337,200 shares, with a nominal value of 8.00 EUR per share. Management Board: Emil Tedeschi, Lada Tedeschi Fiorio, Srećko Nakić, Zoran Stanković, Mate Šteitić, Neven Vranković, Mojca Domiter; Chairman of the Supervisory Board: Zoran Vučinić.

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ATLANTIC GRUPA

Pursuant to Article 300.d and in line with the Article 300.c 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, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24), the Supervisory Board on its Session held on 28 April 2026 adopted the following:

DECISION

I The Supervisory Board hereby approves the 2025 ANNUAL REPORT of Atlantic Grupa d.d. that also includes the following:

1. Annual Financial Statements for the Year 2025, non-consolidated and consolidated, consisting of the Statement of Financial Position (Balance Sheet), Income Statement, Statement of Other Comprehensive Income, Statement of Cash Flow, Statement of Changes in Equity and Notes to Financial Statements;
2. Report on the performed audit by Ernst & Young d.o.o. from Zagreb and Kulić i Sperk d.o.o. from Zagreb;
3. Annual Management Report on the Company's status / Management Report Atlantic Grupa d.d., containing the respective Sustainability report;
4. Sustainability report assurance by Ernst & Young d.o.o.

II Pursuant to Article 300. d of the Companies Act, by granting approval as stated in point I of this Decision, the 2025 Annual Financial Statements of Atlantic Grupa d.d. are considered to be approved by, both, the Management Board and by the Supervisory Board.

Zoran Vučinić
Chairman of the Supervisory Board

ATLANTIC GRUPA d.d., Joint Stock Company for Domestic and Foreign Trade, Miramarska 23, 10000 Zagreb, Croatia, tel: +385 (1) 24 13 900, fax: +385 (1) 24 13 901, www.atlanticgrupa.com. The Company is registered with the Commercial Court of Zagreb, Company Registration Number (MBS): 080245039; Company Identification Number (MB): 1671910; Personal Identification Number (PIN): 71149912416, IBAN: HR2624840081101427897, Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb; IBAN: HR9223600001101842569; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, 10000 Zagreb; IBAN: HR4624020061100280870, Erste&Steiermarkische Bank d.d., Jadranski trg 3a, 51000 Rijeka; IBAN: HR7423400091110356539, Privredna banka Zagreb d.d., Radnička cesta 50, 10000 Zagreb; HR4823900011198028838, Hrvatska poštanska banka d.d. Jurišićova ulica 4, 10000 Zagreb; IBAN: HR3624070001100198043, OTP banka d.d., Domovinskog rata 61, 21000 Split; IBAN: HR2224020061500075241, Erste&Steiermarkische Banka d.d., Jadranski trg 3a, 51000 Rijeka; Share capital is 106,697,600.00 EUR, divided into 13,337,200 shares, with a nominal value of 8.00 EUR per share. Management Board: Emil Tedeschi, Lada Tedeschi Fiorio, Srećko Nakić, Zoran Stanković, Mate Štetić, Neven Vranković, Mojca Domiter; Chairman of the Supervisory Board: Zoran Vučinić.

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ATLANTIC GRUPA

Pursuant to Article 220 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, 34/22, 114/22, 18/23, 130/23, 136/24), Article 9 of the Articles of Association of Atlantic Grupa d.d. (hereinafter: the Company) and the proposal of the Company Management Board, the Supervisory Board proposes to the General Assembly on 18 June 2026, to adopt the following

DECISION ON USE OF RETAINED EARNINGS REALISED IN THE PREVIOUS BUSINESS YEARS AND USE OF EARNINGS REALISED FOR BY 2025

1. In the business year ended on 31 December 2025, Atlantic Grupa achieved a net consolidated profit after minority interests of EUR 31,987,091.00, and Atlantic Grupa d.d. achieved a net profit of EUR 16,605,705.71.
2. A dividend payment of EUR 1.75 per share is hereby determined to be paid to the Company's shareholders, in proportion to the number of shares held by them. The dividend will be paid from the Company's retained earnings from the business year 2022.
3. The dividend will be paid to the Company's shareholders who were registered as shareholders of the Company in the depository of the Central Clearing and Depository Company d.d. on 26 June 2026 (record date). The date from which the Company's shares will be traded without the right to dividend payment is 25 June 2026 (ex date). The dividend payment claim is due on July 2, 2026 (payment date).
4. The net profit for the business year 2025 remains in the Company's retained (undistributed) profit.

Zoran Vučinić
Chairman of the Supervisory Board

ATLANTIC GRUPA d.d., Joint Stock Company for Domestic and Foreign Trade, Miramarska 23, 10000 Zagreb, Croatia, tel: +385 (1) 24 13 900, fax: +385 (1) 24 13 901, www.atlanticgrupa.com. The Company is registered with the Commercial Court of Zagreb, Company Registration Number (MBS): 080245039; Company Identification Number (MB): 1671910; Personal Identification Number (PIN): 71149912416, IBAN: HR2624840081101427897, Raiffeisenbank Austria d.d., Magazinska cesta 69, 10000 Zagreb; IBAN: HR9223600001101842569; Zagrebačka banka d.d., Trg bana Josipa Jelačića 10, 10000 Zagreb; IBAN: HR4624020061100280870, Erste&Steiermarkische Bank d.d., Jadranski trg 3a, 51000 Rijeka; IBAN: HR7423400091110356539, Privredna banka Zagreb d.d., Radnička cesta 50, 10000 Zagreb; HR4823900011198028838, Hrvatska potlanska banka d.d. Jurišićova ulica 4, 10000 Zagreb; IBAN: HR3624070001100198043, OTP banka d.d., Domovinskog rata 61, 21000 Split; IBAN: HR2224020061500075241, Erste&Steiermarkische Banka d.d., Jadranski trg 3a, 51000 Rijeka; Share capital is 106,697,600.00 EUR, divided into 13,337,200 shares, with a nominal value of 8.00 EUR per share. Management Board: Emil Tedeschi, Lada Tedeschi Fiorio, Srećko Nakić, Zoran Stanković, Mate Štebić, Neven Vranković, Mojca Domiter; Chairman of the Supervisory Board: Zoran Vučinić.