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Croatia osiguranje d.d.

AGM Information Apr 11, 2024

2087_agm-r_2024-04-11_85821b8e-19ba-470e-9fd4-8efc6393917d.pdf

AGM Information

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SECURITIES: CROS / CROS-R-A / HRCROSRA0002 CROS2 / CROS-P-A / HRCROSPA0004 LISTING: Official market of the Zagreb Stock Exchange (Zagrebačka burza d.d.) LEI: 74780000M0GHQ1VXJU20 HOME MEMBER STATE: Republic of Croatia

CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY Franje Račkoga 6 10 000 Zagreb

ZAGREB STOCK EXCHANGE Ivana Lučića 2a 10 000 Zagreb

CROATIAN NEWS AGENCY (HINA – OTS) [email protected]

In Zagreb, 11 April 2024

Submission of Announcement of Convocation of the 56th General Assembly of CROATIA osiguranje d.d.

(General Assembly)

Herewith we enclose the Announcement of Convocation of the 56th General Assembly of CROATIA osiguranje d.d., which is to be held on 11 June 2024 at 10:00 hours, at the Company´s Head Office in Zagreb, Vatroslava Jagića 33.

Sincerely,

CROATIA osiguranje d.d.

Pursuant to the provision of Article 277 of the Companies Act and Article 33 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, the Management Board, and the Supervisory Board of CROATIA osiguranje d.d. issued the Decision on Convocation of the 56th General Assembly, and hereby invites the shareholders to the

56th General Assembly ofCROATIA osiguranje d.d. to be held on 11 June 2024, at 10:00 hours at the Company's head office in Zagreb, Vatroslava Jagi¢a 33

  • I. The following agenda is determined for the 56" General Assembly:
  • Review of the Management report for 2023 and Statements on implementing corporate governance code
  • Review of the Supervisory Board's Report on Performed Supervision of Business Management ofthe Company for 2023
    1. Review of the Annual Consolidated and Non-consolidated financial statements for 2023, jointly approved by the Management Board and the Supervisory Board of CROATIA osiguranje d.d., and related thereto the following:
    2. a_ Issuing ofDecision on the Utilization of Profit ofCROATIA osiguranje d.d. realized in 2023
    3. Issuing of Decision on Granting Discharge to Members ofthe Management Board of CROATIA osiguranje d.d.
    4. c_ Issuing of Decision on Granting Discharge to Members of the Supervisory Board ofCROATIA osiguranje d.d.
  • Issuing ofDecision on the Dividend payment from retained earnings
  • Issuing of Decision on approval ofthe Remuneration Report for 2023
  • Issuing of Decision on Appointment ofAuditor ofCROATIA osiguranje d.d. for 2024
  • Issuing of Decision on granting consent to legal transactions and increasing the share capital of the company Core d.o.0. as per the Decision of the Management Board on the restructuring and reorganization ofCROATIA osiguranje d.d.
  • Issuing of Decision on approval ofthe Management Board Remuneration Policy

Il. PROPOSALS OF DECISIONS OF THE GENERAL ASSEMBLY

Ad Issuing ofDecision on the Utilization ofProfit ofCROATIA osiguranje d.d. realized in 2023

Pursuant to the provision ofArticle 275, paragraph 1, item ofthe Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, HO/1S, 4O/19, 34/22, 114/22, 18/23, 130/23) andArticle 32 ofthe Articles ofAssociation of CROATIA osiguranje d.d. as of 31 May 2023, the 56th General Assembly of CROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on the Udilization oftheProfitofCROATIA osiguranje d.d. realizedin 2023

Article

It is established that CROATIA osiguranje d.d. realized profit (after taxation) in the amount of46,879,800.48 euro forthe year ending on 31 December2023.

Article

Realizedprofit after taxation shall be allocated to:

Legalreserves eura
4,040.61
2. Dividend eura
33,824,493.37
Retained
earnings
eura
13,051,266.50

Article

On the basis ofthe rights belonging to the shareholders ofthe preference shares, CROATIA osiguranje d.d. has reserved the amount of 130,200.00 euro for the payment of the preference shares dividend in the Statement ofcomprehensive income for the year ended 31 December2023.

Article

Total amount for dividendpayment to Company's shareholders who are holders ofordinary shares marked CROS-R-A (CROS) and preference shares marked CROS-P-A (CROS2) is 33,954,693.37 euro OF 79.02 euro per share. The right to dividend payout (claim) belongs to all shareholders of the shares marked as CROS-R-A and CROS-P-A inscribed on their accounts ofdematerialized securities that are registered in computational system of The Central Depository and Clearing Company Inc. as of 10 July 2024 (record date). The date from which shares will be traded without the right to dividendpayments is July 2024 (ex date). The dividend will bepaidon August 2024 (payment date).

Article

This Decision enterinto force on the day ofits issuance.

Ad Issuing ofDecision on Granting Discharge to Members ofthe Management Board of CROATIA osiguranje d.d.

Pursuant to the provision of Article 275, paragraph 1, item and Article 276 of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, NO/15, 40/19, 34/22, 114/22, 18/23, 130/23) and Article 32 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, the 56th GeneralAssembly ofCROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on Granting Discharge toMembersofthe Management Board ofCROATIA osiguranje d.d.

ft is determined that the Management Board ofCROATIA osiguranje d.d. had the following members in 2023:

  • Davor Tomaskovic, Chairman ofthe Management Board
  • Robert Vuckovic, Memberofthe Management Board
  • Vanco Balen, Memberofthe Management Boatd
  • Luka Babic, Memberofthe Management Board

The 56th GeneralAssembly approves the workofthe Management Board in 2023 andgrants discharge to the members ofthe Management Board ofCROATIA osiguranje d.d.

Ad Issuing of Decision on Granting Discharge to Members ofthe Supervisory Board of CROATIA osiguranje d.d.

Pursuant to the provision of Article 275, paragraph 3, item and Article 276 of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/01, 111/12, 68/13, HO/1§, \$O/19, 34/22, 114/22, 18/23, 130/23) andArticle 32 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, the 56th GeneralAssemblyofCROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on GrantingDischarge to Membersofthe Supervisory Board ofCROATIA osiguranje d.d.

Itis determined that the Supervisory Board ofCROATIA osiguranje d.d. had the following members in 2023:

  • Roberto Skopac, Chairman ofthe Supervisory Board,
  • Zeljko Lovrincevic, Vice Chairman ofthe Supervisory Board,
  • Vitomir Palinec, Memberofthe Supervisory Board,
  • Hrvoje Patajac, Memberofthe Supervisory Board,
  • Zoran Barac, Member ofthe Supervisory Board,
  • Hrvoje Simovic, Memberofthe Supervisory Board,
  • Pero KovaciG, Memberofthe Supervisory Board.

The 56th General Assembly approves the work ofthe Supervisory Board in 2023 andgrants discharge to the members ofthe Supervisory Board ofCROATIA osiguranje d.d.

Ad Issuing ofDecision on the Dividend payment from retained earnings

Based on the proposal of the Management Board and the Supervisory Board of the Company, the 56th General Assembly of CROATIA osiguranje d.d. held on 11 June 2024, passed

DECISION on dividend payment from retainedearnings

Article

Company's shareholders who are holders ofordinary shares marked CROS-R-A (CROS) and preference shares marked CROS-P-A (CROS2) will be paid dividend in the amount of37.35 eurosper share, from the retainedearnings realized in the year2022.

Arucle

The right to dividend payout (claim) belongs to all shareholders of the shares marked as CROS-R-A and CROS-P-A inscribed on their accounts ofdematerialized securities that are registered in computational system of The Central Depository and Clearing Company Inc. as of10 July 2024 (record date). The date from which shares will be traded without the right to dividend payments is July 2024 (ex date). The dividend will be paid on August 2024 (payment date).

Article

This Decision enterinto force on the day ofits issuance.

Ad Issuing ofDecision on approval ofthe Remuneration Report for 2023

Pursuant to the provision of Article 275, patagraph 1, item and Article 276.a of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/1}, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23), and Article 32 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, the 56th GeneralAssemblyofCROATIA osiguranje d.d. held on 11 June 2024, issued the following

DECISION on approvalofthe Remuneration Reportfor2023

Article

Remuneration Report for 2023 is approved in the text that waspublishedas the Attachment No. to the Invitation to this General Assembly, together with Auditor Report, and which make an integralpart ofthis Decision.

Article

This Decision enters into force on the day ofits issuance.

Ad Issuing ofDecision on Appointment ofAuditor ofCROATIA osiguranje d.d. for 2024

Pursuant to the provision ofArticle 275, paragraph 1, item ofthe Companies Act (Official Gazette No. 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) andArticle 32 ofthe Articles ofAssociation of CROATIA osiguranje d.d. as of 31 May 2023, the 56th General Assembly of CROATIA osiguranje d.d., at the proposal ofthe Supervisory Board, held on 11 June 2024 issued the following

DECISION

on AppointmentofAuditorofCROATIA osiguranje d.d. for 2024

Article

For the auditor ofCROATIA osiguranje d.d. forthe year 2024, Deloitte d.o.0., Radnicka cesta 80, Zagreb, OIB: 11686457780, is appointed to audit the financial statements for the year 2024.

Article

This Decision enters into force on the day ofits issuance.

Ad Issuing ofDecision on granting consent to legal transactions and increasing the share capital of the company Core 4.0.0. as per the Decision of the Management Board on the restructuring and reorganization ofCROATIA osiguranje d.d.

Pursuant to the provision ofArticle 552, paragraph 1, ofthe Companies Act (Official Gazette No. 111/93, 34/99, 121/99, §2/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, NO/15, 40/19, 34/22, 114/22, 18/23, 130/23) and Article 32 ofthe Articles ofAssociation of CROATIA osiguranje d.d. as of 31 May 2023, the 56th General Assembly of CROATIA osiguranje d.d., held on 11 June 2024 issued the following

DECISION

on granting consent to legal transactions and increasing the share capital ofthe company Core d.0.0. as per the Decision of the Management Board on the restructuring and reorganization ofCROATIA osiguranje d.d.

Article

It is established that the company CROATIA osiguranje d.d., headquartered in Zagreb (City ofZagreb), Vatrosiava Jagica 33, registered with the Commercial Court in Zagreb under MBS 080051022, OIB: 26187994862 (hereinafter referred to as: CROATIA osiguranje), holds the sole business share in the company Core d.o.0., Zagreb (City ofZagreb), Miramarska cesta 22, registered with the Commercial Court in Zagreb under MBS 081039069, OIB: 79593457639 (hereinafter referred to as: Core 1), in the nominal amount of 20,000.00 Croatian kunas (in words: twenty thousandkunas).

Afticle

The General Assembly consents to the conclusion of real estate purchase agreements between the company CROATIA osiguranje, as the seller, and the company Core 1, as the buyer, concerning the real estate properties from the investment portfolio of CROATIA osiguranje contained in Table 1, which includes the following elements: serial number, city, address, type ofspace, name ofcourt/land registry department, land registry entry number,

cadastral municipality, cadastralplot, ownership share, purchaseprice. Table is attached to this Decision and is an integralpart thereof.

The drafts ofreal estate purchase andsale contracts are marked with ordinal numbers from 10 106 andarepublished on the website ofCROATIA osiguranje.

The Management Board of CROATIA osiguranje is authorized to sign all documentation related to the subject ofreal estate purchase, including any amendments and supplements to the agreements for theirregistration in land registers and cadastres, without the right to change essential elements ofthe contracts, as well as to issue tabular statements regarding changes in ownership.

Article

The General Assembly consents to the conclusion of Loan Agreement between the company CROATIA osiguranje, as the lender, and the company Core 1, as the borrower, in the amount of4,067,550.00 EUR (in words: four million sixty-seven thousand five hundred fifty euros).

The draft of Loan Agreement has been published on the website of CROATIA osiguranje company.

Article

The General Assembly consents to the increase ofthe share capital ofthe company Core by the amount of 41,997,350.00 EUR (in words: forty-one million nine hundred ninety seven thousand three hundred fifty euros), through the increased contribution ofthe sole memberforthe existing business share in money.

Article

This Decision enters into force on the day ofits issuance.

Ad Issuing ofDecision on approval ofthe Management Board Remuneration Policy

Pursuant to the provision ofArticle 275, paragraph 1, item ofthe Companies Act (Official Gazette No. 111/93, 34/99, 121/99, §2/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, 18/23, 130/23), and Article 32 of the Articles ofAssociation of CROATIA osiguranje d.d. as of 31 May 2023, the 56th General Assembly of CROATIA osiguranje d.d., at the proposal ofthe Supervisory Board, held on 11 June 2024, issued the following

DECISION on approvalofthe Management BoardRemuneration Policy

Article

The Management Board Remuneration Policy is approved in the text that waspublished as the Attachment No to the Invitation to this General Assembly, and which makes an integralpart ofthis Decision.

Article

This Decision enters into force on the day ofits issuance.

Il. NOTICE TO SHAREHOLDERS AND INSTRUCTIONS FOR PARTICIPATION AND EXERCISING VOTING RIGHTS

APPLICATION

Shareholders who wish to participate in the General Assembly are obliged to apply for participation in writing. The application is to be submitted directly at the Company's head office or sent by registered mail to the following address: CROATIA osiguranje d.d., Legal Department, Vatroslava Jagi¢a 33, 10000 Zagreb (with the wording: Application for General Assembly), six days prior to the General Assembly being held.

The said deadline of days does not include the day when the application is received by the Company, or the day of the General Assembly session, i.e. the right to participate and vote in the General Assembly shall be granted to those shareholders whose application is received at the above stated address on June 2024 at the latest, and who are registered as shareholders of CROATIA osiguranje d.d. with the Central Depository and Clearing Company (CDCC) on that same day.

Ifthe shareholder is legal person, the application form shall be certified by its usual stamp and signed by an authorized person, with the excerpt from the court register enclosed. If the shareholder is natural person, the application form shall be signed by him/her personally. The application form is available to all shareholders at the Company's website www. crosig.hr.

POWER OF ATTORNEY

shareholder fills out the power of attorney by writing down the correct name/company name of legal person, its seat, personal identification number (PIN) and the account number with CDCC, or the correct name and family name of natural person, their address, personal identification number (PIN) and the account number with CDCC. When the shareholder appoints proxy, the power of attorney form should contain the following data written in capital letters on the line provided for that purpose: name and family name of the proxy, personal identification number (PIN) as well as his/her residence/address. If the shareholder is legal person, the power of attorney shall be certified by its usual stamp and signed by an authorized person, with the excerpt from the court register enclosed.

If the shareholder is natural person, the power of attorney shall be signed either in the presence of an authorized employee of the Legal Department at the Head Office of CROATIA osiguranje d.d. prior to the General Assembly meeting, or the signature has to be certified by Notary Public.

Please send the filled out power of attorney for shareholder's representation at the General Assembly enclosed with the application for participation in the General Assembly. The power of attorney form, with detailed explanations on how itshould be filled out, is available to all shareholders at the Company's website www, crosig.hr.

Proofof appointment of proxy (a scan of the signed power of attorney) may also be sent by e-mail to: gsgocrosig.hr, whereas the original is to be submitted to the authorized employees of the Company on the day ofthe General Assembly meeting.

MATERIALS FOR GENERAL ASSEMBLY

This invitation, together with the application form, power of attorney form and all the materials for the 56th General Assembly shal! be available to the shareholders at the Company's website www.crosig.hr from the day of publication of this invitation on the website of the Court Register. All the materials for the 56th General Assembly of CROATIA osiguranje d.d. shall also be available at the Company's registered head office, in the Legal Department.

PROPOSING NEW AGENDA ITEMS

Shareholders who jointly hold twentieth of the share capital of the Company have the right to request that an additional item be included in the agenda of the General Assembly, whereupon the new agenda item should be accompanied by an explanation and respective decision proposal.

Such request has to be received by the Company at least 30 days prior to the General Assembly meeting. This deadline does not include the day the request is received by the Company.

SHAREHOLDERS' COUNTERPROPOSALS

Shareholders' counterproposals to the proposals of the Management Board and the Supervisory Board of the Company, relating to particular agenda item, submitted with names and surnames of the shareholders and an accompanying explanation, as well as the shareholders' proposals regarding the appointment of Supervisory Board members or appointment of the Company's auditor, submitted without an explanation, have to be received at the Company at least 14 days prior to the day of General Assembly meeting. The date on which such counterproposals are received by the Company shall not be included in this 14-day deadline. If shareholder does not exercise this right, he/she shall still be entitled to make counterproposals at the General Assembly meeting.

RIGHT TO INFORMATION

At the General Assembly meeting, the Management Board is obliged to provide information about the Company's operations to any shareholder at his/her request, in case this information is necessary to judge the issues included in the agenda. However, such information may be withheld due to the reasons defined in the Companies Act.

GENERAL INFORMATION FOR SHAREHOLDERS

CROATIA osiguranje d.d. informs the shareholders that, at the moment of issuing the Decision on Convocation of the 56th General Assembly, the share capital of CROATIA osiguranje d.d. is divided in 429,697 shares in nominal value of EUR 186.00, of which 307,598 are ordinary registered shares of the ist issue, marked CROS-R-A; 113,349 are

ordinary registered shares of the 2nd issue, marked CROS-R-A; and 8,750 are preference registered shares of the ist issue, marked CROS-P-A, with each share entitling to one vote.

Pursuant to Article 277, paragraph 4, item of the Companies Act, CROATIA osiguranje d.d. informs the shareholders that all information pursuant to Article 280a of the Companies Act is available at the Company's website www.crosig.hr.

The participants are invited to arrive at the General Assembly meeting 30 minutes prior to its scheduled beginning, so that the list ofparticipants can be made ina timely manner.

Pursuant to the Articles of Association of CROATIA osiguranje d.d., the General Assembly cannot adopt valid decisions unless attended by shareholders whose shares represent half of the total share capital of the Company.

In case the quorum is not met, pursuant to the provision of Article 36, paragraph of the Articles of Association of CROATIA osiguranje d.d., the next General Assembly meeting shall be held on 11 June 2024, at 15:00 hours, with the same agenda and at the same venue, and this General Assembly shall be able to adopt valid decisions notwithstanding the amount of the share capital represented. Granted powers of attorney will be valid for this General Assembly as well.

In Zagreb, 10 April 2024 CROATIA osiguranje d.d.

Member ofthe Management Board

Luka Babi¢ Ubi

(Graieman of the Managerfient Board

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Page: 1 of 16 Cert. No .: 510/2024 Date: 9 April 2024

CROATIA osiguranje d.d.

REMUNERATION REPORT

Zagreb, April 2024

Page: 2 of 16 Cert. No .: 510/2024 Date: 9 April 2024

Pursuant to Article 272r of the Companies Act (Official Gazette 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, hereinafter: "the Companies Act" or "the CA"), the Management Board and the Supervisory Board of CROATIA osiguranje d.d. on 8 April 2024 adopt the following:

REMUNERATION REPORT for 2023

1. INTRODUCTION

CROATIA osiguranje d.d. (hereinafter: "the Company") is the largest and oldest insurance company in Croatia. We are a market leader particularly focused on digitalisation and responding to challenges of the future. For over a century, we have been continuously investing resources in the development of new products and supporting projects that encourage positive social change. CROATIA osiguranje is a leader in the Croatian insurance market, a successful member of Adris grupa d.d. and a reliable partner to all internal and external stakeholders. Our business operations are driven by excellence, social responsibility and dedication, with the aim of achieving continuous growth and providing our clients with top-quality services.

In accordance with Article 247a of the CA, on 22 May 2020, the Company's Supervisory Board adopted the Remuneration Policy for Management Board members, which was approved by the Company's General Assembly at a meeting held on 3 July 2020 (hereinafter: "the Remuneration Policy"). The Policy applies to the fiscal year in which it was adopted. The Company's Remuneration Policy is the Company's fundamental document which pertains to establishing a system of defining the remuneration and reward policy for the Company's Management Board. The Policy complies with the Company's and CROATIA osiguranje Group's business strategy, tradition, objectives, values and longterm interests.

The Remuneration Report provides an overview of the remuneration of the Company's Management and Supervisory Board members.

1.1. Main principles of the Company's Remuneration Policy

As part of its corporate strategy, the Company's aim is to strengthen and expand its position as the leading company in Croatia and the region even further and to remain a leader by the criteria of competitiveness, profitability and innovativeness. In other words, the Company's principal strategic focus is on achieving growth and adjusting its procedures according to long-term and sustainable success of the Company and the Group.

The Company's Supervisory Board established the Remuneration Policy in a manner that it incentivises
the Company's M the Company's Management Board members to ensure long-term success of the Company and the

Page: 3 of 16 Cert. No .: 510/2024 Date: 9 April 2024

Group as a whole, at the same time defining an appropriate combination of fixed and variable remuneration.

Fixed remuneration is paid as base salary with other common benefits, while variable remuneration Fixed Temaneration in the form of annual bonus and long-term remuneration in the comprove bonus, where variable remuneration is limited by a maximum portion of the fixed remuneration. The Remuneration Policy also provides for defining different fixed and variable remuneration in relation to the Chairman and members of the Management Board, taking into account the position and responsibility of individual persons and performance analysed on an individual basis, the position the basis of achieving the Company's and the Group's financial and nonfinancial objectives arising from the long-term business strategy. Variable remuneration is usually focused on a anding as assessment, which takes into account positive and negative changes in the Company's and the Group's performance.

Regarding the reward system, the Company's Supervisory Board is entitled to temporarily deviate from the Remuneration Policy in accordance with Article 247a, paragraph 2 of the CA, if such action is necessary for the long-term benefit of the Company.

The Remuneration Policy is examined and revised every fiscal year and the Supervisory Board decides whether additional adjustments or amendments to the adopted Remuneration Policy are required, taking into account the state of the market and the Company's economic environment. In that regard, the main focus is on examining whether the Company's Remuneration Policy is purposeful and adequate.

1.2. Financial reporting year

The Company's mission is to achieve long-term financial security for individuals and community, as well as to provide top-quality and innovative services tailored to clients' needs, while also providing employees with a stimulating work environment and meeting the expectations of our shareholders.

Client is one of key stakeholders in the Company's business sustainability. We analyse client needs and satisfaction at various points of contact in order to improve our services and meet clients' expectations, but also to clearly distinguish ourselves as a digital and market leader.

Despite substantial losses recorded in 2023, CROATIA osiguranje operated successfully. Consolidated insurance revenue, including from regional branches, amounted to EUR 476 million in 2023, which is an 11% year-over-year increase. In 2023, CROATIA osiguranje earned consolidated net profit before minority interests in the amount of EUR 58.5 million.

The Company's insurance revenue in 2023 amounted to EUR 395 million, which is an 11% year-overyear increase. In 2023, the Company earned a net profit of EUR 47 million, which is a 3% year-overyear increase.

Page: 4 of 16 Cert. No .: 510/2024 Date: 9 April 2024

In July and August 2023, areas in Zagreb and its surroundings, as well as in central and eastern Croatia were hit by inclement weather causing material loss in an amount exceeding EUR 35 million. The intensity and consequences of inclement weather are best illustrated by the fact that in the first few days after the storm, a greater number of claims was notified than the total number of claims notified following the Zagreb and Petrinja earthquakes in 2020. Even thought the Company has adequate reinsurance protection and a significant portion of the losses will be reimbursed through reinsurance, such losses had a negative effect on the Company's operations in an amount exceeding EUR 20 million.

The Company's digital business segment recorded positive results in 2023. Insurance revenue earned from digital business increased by 27%, where the Company's digital brand LAQO achieved growth of 64% in terms of insurance revenue. In March 2023, LAQO introduced the world's first Metaverse Insurance Museum.

In November, CROATIA osiguranje was the first in Europe to introduce an innovation in the form of use of artificial intelligence (AI) in motor vehicle loss adjustment. This concerns a sophisticated digital system which makes it possible to settle a claim in less than three minutes. The automated adjustment system relies on implemented claim notification via QR code, which allows clients to notify their claim in just a few minutes, without the need for any physical documents. More than EUR 400,000 was invested in the new claim adjustment facility and development of the Al platform.

Investments of CROATIA osiguranje in the health business segment amounted to approximately EUR 20 million in the last three years. Compared to the previous year, in 2023, Croatia Polyclinic recorded an increase in revenue from basic operations of 55%. Three new Croatia Polyclinics were opened in 2023 - in Osijek, Zadar and Varaždin, which means that the strategic objective of provision of topquality medical services to persons across Croatia was achieved.

2. TOTAL REMUNERATION OF MANAGEMENT BOARD MEMBERS

2.1. Total remuneration of Management Board members

ln accordance with the Remuneration Policy and Article 272r, paragraph 1, item 1 of the CA, below is an overview of total fixed and variable remuneration of the Company's Management Board members subject to the Remuneration Policy, their percentage shares in total remuneration, an explanation as to how remuneration was adjusted to the applicable Remuneration Policy, including how it supports the Company's long-term success and how the criteria for measuring success were applied.

Members of the Management Board in 2023:

    1. Mr. Davor Tomašković, Chairman of the Management Board
    1. Mr. Robert Vučković, member of the Management Board
    1. Mr. Vančo Balen, member of the Management Board
    1. Mr. Luka Babić, member of the Management Board

Page: 5 of 16 Cert. No .: 510/2024 Date: 9 April 2024

In the financial reporting year, current Management Board members were paid total remuneration in the gross 1 amount of EUR 1,957,939, where the gross 1 amount of EUR 917,873 pertains to fixed remuneration, and the gross 1 amount of EUR 1,040,066 pertains to variable remuneration.

TABLE 1 - Remuneration of the Company's Management Board members in the financial reporting year (gross 1 EUR)
MANAGEMENT
BOARD
MEMBER
Fixed
remuneration
Variable
remuneration
Total
remuneration
Percentage
shares of fixed
and variable
remuneration
in total
Remuneration
from a
third party
due to
early
termination
of term of
Remuneration Remuneration
due to
regular
expiry of
term of
Salary
a)
Additional
benefits
b)
Annual
bonus
a)
Multiannual
bonus
b)
remuneration office office
Davor Tomašković,
Chairman of the
Management Board
275,434 34,214 199,449 293,948 803,046 39/61 -
Robert Vučković,
member of the
Management Board
185,178 33,397 88,951 136,086 443,612 49/51
Vančo Balen,
member of the
Management Board
170,317 32,572 67,348 100,142 370,379 55/45
Luka Babić,
member of the
Management Board
153,328 33,433 60,659 89,783 337,202 55/45 -
Damir Vanđelić,
Chairman of the
Management Board
until 30 April 2019
3,701 3,701 0/100 -
TOTAL 784,257 133,616 416,407 623,659 1,957,939 -

Additional benefits pertain to personal use of a company vehicle, life insurance policy, personal accident insurance policy, additional health insurance policy, payments into a voluntary pension fund, liability insurance policy and other benefits in kind.

For performance in fiscal year 2019, Damir Vandelić was entitled to receive payment of the deferred part of the bonus in the gross 1 amount of EUR 3,701.

For performance in fiscal year 2022, the following Management Board members were entitled to receive the multiannual part of the bonus in the total gross 1 amount of EUR 392,276, where the portion in the gross 1 amount of EUR 333,742 was paid immediately together with the bonus for 2022, considering the end of term of office, and is shown in Table 1, while payment of the portion in the gross 1 amount of EUR 58,534 was deferred: for Davor Tomašković in the gross 1 amount of EUR 47,610; for Robert Vučković in the gross 1 amount of EUR 4,478; for Vančo Balen in the gross 1 amount of EUR 3,392; and for Luka Babić in the gross 1 amount of EUR 3,053. Payment of said gross amount will be made with a three-year delay (2026), in accordance with the Remuneration Policy, and will be confirmed by virtue of the Decision on Annual and Multiannual Bonus for 2025.

Page: 6 of 16 Cert. No .: 510/2024 Date: 9 April 2024

2.2. Compliance of remuneration presented with the Remuneration Policy, including how it supports the Company's long-term success

This overview of the remuneration of the Company's Management Board members represents application of the fixed and variable remuneration system defined in the Remuneration Policy.

The requirements for granting and determining the amount of fixed remuneration are based on the Company's internal documents, the employment contract and relevant applicable regulations. They are not dependent on performance evaluation, but remain consistent throughout the period in relation to a specific function and organisational responsibility.

The variable remuneration system applicable to the Company's Management Board members has been defined in accordance with the Company's and the Group's strategic indicators, values and longterm interests, all in accordance with achieved financial and specific nonfinancial objectives. The final calculation of a multiannual bonus as long-term variable remuneration is paid out after expiry of term of office based on the fulfilment of multiannual objectives in accordance with the performance plan.

Moreover, in order to support the Company's long-term success, fixed remuneration ensures financial independence from variable remuneration at an individual level, including the possibility of nonpayment of variable remuneration. This incentivises the Company's Management Board members to perform their duties in the best interest of the Company and always act in accordance with the principle of good faith and with due care of a prudent businessman. Variable elements of rewards are aimed at the results set out to be accomplished in the future and based on a period of several years, taking into account positive and negative changes in the Company's and the Group's performance, as well as the criteria for payment of variable remuneration as they are defined in the Remuneration Policy.

Page: 7 of 16 Cert. No .: 510/2024 Date: 9 April 2024

2.3. Application of criteria for performance evaluation in terms of remuneration under 2.1. and 2.2.

For the purpose of evaluating the fulfilment of criteria for payment of variable remuneration to the Company's Management Board members, the Company has performed certain actions to the and evaluate whether the objectives have been met and whether the criteria for acterinlibe remuneration to the Management Board members have been fulfilled.

Fixed remuneration comprises base salary and applicable benefits in accordance with item 4.3. of the Remuneration Policy. Base salary is not based on work performance and it is aligned with the remuneration paid in other comparable companies in the market, because that '16 'ulent' the base salary to reflect the demands of the position and the skills and experience required to perform the base relevant type of work.

Variable remuneration is intended to reward the Management Board members' work performance, which is determined based on the fulfilment of the Company's and the Group's financial and specific nonfinancial objectives arising from the long-term business strategy.

Out of the total variable remuneration, 80% depends on the Company's and the Group's performance, and 20% depends on individual evaluation (specific nonfinancial objectives). The evaluation of the Company's and Group's performance included market share in Croatia, gross premium income earned, operating profit at the Group level, while the evaluation of nonfinancial objectives achieved included successful deliveries in accordance with ESG initiatives, business digitalisation project management and achievement of the health segment strategy with promotion of the Company's corporate culture
and image and image.

Variable remuneration is paid if the KPIs reach 95% of the values planned for the relevant year.

Page: 8 of 16 Cert. No .: 510/2024 Date: 9 April 2024

3. COMPARISON OF ANNUAL CHANGES IN REMUNERATION, THE COMPANY'S PERFORMANCE AND AVERAGE REMUNERATION OF FULL-TIME EMPLOYEES

TABLE 3 - Comparison of annual changes in remuneration and performance of the Company (EUR)
Year 2023 2022 2021 2020 2019
1) Performance of CROATIA osiguranje d.d. *
Revenue from
insurance
contracts
395,384 357,229
Gross written
premium
(income)
411,311 384,334 363,902 363,488
Profit before
tax (profit) -
IFRS 17
55,153 54,048
Profit before
tax (profit) -
IFRS 4
48,915 52,113 36,385 46,902
2) Average remuneration of the Company's full-time employees (gross 1 in EUR)
Company
employees
29,699 26,053 23,567 25,559 24,404

* Due to change in the manner of reporting under IFRS (International Financial Reporting Standard) 17, data for 2022 and 2023 are presented in accordance with the new standard, while data for 2021, 2020 and 2019 were converted into EUR pursuant to IFRS 4.

When calculating average remuneration of employees, the following is taken into account: fixed parts of remuneration (base salary and other types of benefits, such as reimbursement of transportation costs, Christmas bonus, vacation allowance, etc.), variable parts of remuneration (such as annual bonuses, performance bonus, etc.), and other material rights arising from employment, divided by the average number of employees corresponding to the number of full-time employees.

4. COMPANY SHARES AND SHARE OPTIONS GRANTED TO MANAGEMENT BOARD MEMBERS AS REMUNERATION

In accordance with the Remuneration Policy, annual and/or multiannual bonus is paid in cash and/or Company shares, which is decided upon by the Company.

In 2023, variable remuneration to Management Board members was paid as shares, in the form of preference shares of Adris grupa d.d., in the established number of shares, all in accordance with the regulations.

Page: 9 of 16 Cert. No .: 510/2024 Date: 9 April 2024

Management Board members were allocated the following number of shares in 2023:

TABLE 4 - Remuneration of the Company's Management Board members in the financial reporting year -
shares (EUR)
MANAGEMENT
BOARD MEMBER
Year of remuneration Number of
shares
Value of shares
as at the date
of allocation
Price of shares
as at the date
of allocation
Date of
allocation
Davor Tomašković,
Chairman of the
Management Board
2023 4,464 259,582 58.15 2 Aug 2023
Robert Vučković,
member of the
Management Board
2023 2,209 128,453 58.15 2 Aug 2023
Vančo Balen,
member of the
Management Board
2023 1,674 97,343 58.15 2 Aug 2023
Luka Babić, member
of the Management
Board
2023 1,506 87,574 58.15 2 Aug 2023
TOTAL 9,853 572,952

The indicated value of shares is included in Table 1 under Variable remuneration, Annual bonus.

In 2023, Supervisory Board members did not acquire shares and/or share options in the Company or in a related company, and the Company did not undertake to provide them therewith.

5. RETURNS OF VARIABLE REMUNERATION

In the fiscal reporting year, the Company did not make any requests for return of variable remuneration paid to the Management Board members.

  1. DEVIATION FROM THE REMUNERATION POLICY

There were no deviations from the Policy.

  1. REMUNERATION OF SUPERVISORY BOARD MEMBERS

In 2020, the Supervisory Board adopted the Remuneration Policy defining the reward system for the Management Board members. In addition, the Company's Supervisory Board also monitored the Management Board's performance as well as compliance of their work with the Company's long-term interests and multiannual business plans.

ww.crosig hi

Page: 10 of 16 Cert. No .: 510/2024 Date: 9 April 2024

In 2023, there were no changes in the Supervisory Board, and its members were as follows:

    1. Roberto Škopac, Chairman of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. D.Sc. Željko Lovrinčević, Deputy Chairman of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. Vitomir Palinec, member of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. Hrvoje Patajac, member of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. Zoran Barac, member of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. Pero Kovačić, member of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023,
    1. Hrvoje Šimović, member of the Supervisory Board in the period 1 Jan 2023 31 Dec 2023.

On 18 June 2021, the Company's General Assembly adopted a decision on the amount of remuneration for members of the Supervisory Board of CROATIA osiguranje d.d. Said decision applies to the members of the Supervisory Board, as well as to the members of the Audit Committee, and Appointment and Remuneration Committee, as committees of the Supervisory Board. In accordance with said decision, members of the Supervisory Board and its committees are entitled to monthly remuneration in the fixed net amount of EUR 265.45.

Any Supervisory Board member who is also a member of a Supervisory Board committee is entitled to remuneration for their engagement at each individual position in the Supervisory Board or its committee.

All Supervisory Board members who are also employed at another company have given up fixed remuneration.

If they work in special committees of the Supervisory Board, Supervisory Board members are entitled to receive an additional reward as members of the Audit Committee.

In the financial reporting year, Supervisory Board members were paid total rewards in the amount of EUR 23,624.

Supervisory Board members are entitled to reimbursement of costs incurred in relation to performance of their duties. However, in 2023, no Supervisory Board member sought reimbursement of such costs. Calculation of benefits in kind under liability insurance policy is found in the column pertaining to reimbursement of costs.

TABLE 5 - Remuneration of Supervisory Board members (EUR)
Supervisory Board
member
Fixed
remuneration
Variable
remuneration
Reimbursement of
costs
Total in 2022
Zeljko Lovrinčević* 9,265 67 9,332
Zoran Barac 4,633 67 4,699
Pero Kovačić 4,633 67 4,699
Hrvoje Simović 4,633 67 4,699
Roberto Škopac 1 67 67
Vitomir Palinec - 67 67
CROATIA OSIGURANJE
CROATIA osiguranje d.d.
Vatroslava Jagića 33. 10 000 Zagreb
www.crosig ht
Page: 11 of 16
Cert. No .: 510/2024
Date: 9 April 2024
Hrvoje Patajac 60 60
TOTAL 23,163 0 461 23,624

*In addition to receiving remuneration as Supervisory Board member, Mr. Željko Lovrinčević also received fixed remuneration as member of the Audit Committee. Remuneration for work in the Audit Committee is paid on a monthly basis, in the net amount of EUR 265.45.

8. DECISION OF THE GENERAL ASSEMBLY OF 3 JULY 2020

At the meeting of the Company's General Assembly held on 3 July 2020, the Decision Approving the Remuneration Policy of 22 May 2020 was adopted, and was applied in 2023 without any amendments thereto. The Remuneration Policy is publicly available free of charge at the Company's website.

9. FINAL PROVISIONS

Company's auditor, Deloitte d.o.o., assessed the Remuneration Report in accordance with Article 272r of the CA. In that regard, the auditing company Deloitte d.o.o. prepared the Independent Auditor's Limited Assurance Report on the Remuneration Report for 2023, which is enclosed to the Remuneration Report and forms an integral part thereof.

The Company's Remuneration Report, together with the Independent Auditor's Limited Assurance Report on the Remuneration Report for 2023 made by the auditing company Deloitte d.o.o., is submitted to the Company's General Assembly for approval by the Company's General Assembly, the Company will publish the Remuneration Report and the Independent Auditor's Limited Assurance Report on the Remuneration Report for 2023 made by the auditing company Deloitte d.o.o. on its website, which reports will be available free of charge for a period of ten years.

The Company's Remuneration Report, together with the Independent Auditor's Limited Assurance Report on the Remuneration Report for 2023 made by the auditing company Deloitte d.o.o., is submitted to the Company's General Assembly for approval by the Company's General дѕѕетьly, the Company will publish the Remuneration Report and the Independent Auditor's Limited Assurance Report on the Remuneration Report for 2023 made by the auditing company Deloitte d.o.o. on its website, which reports will be available free of charge for a period of ten years.

CROATIA osiguranje d.d.

CHAIRMAN OF THE MANAGEMENT BOARD DAVOR TOMAŠKOVIĆ

(Handwritten signature)

MEMBER OF THE MANAGEMENT BOARD LUKA BABIĆ

(Handwritten signature)

CHAIRMAN OF THE SUPERVISORY BOARD ROBERTO ŠKOPAC

(Handwritten signature)

Addendum:

lndependent Auditor's Limited Assurance Report on the Remuneration Report for 2023, Deloitte d.o.o., 8 April 2024

Page: 13 of 16 Cert. No.: 510/2024 Date: 9 April 2024

CROATIA OSIGURANJE d.d., Zagreb

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Japang PENAJ

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និងស្រុកនោះ ប្រ 程度: 2017-01-21 and experience of the ਰਾਜ

到1997年在台湾市场

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INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT ON THE REMUNERATION REPORT FOR 2023

peloitte.

Deloitte d.o.o. ZagrebTower Radnička cesta 80 10 000 Zagreb Croatia PIN: 11686457780 Page: 14 of 16 Cert. No .: 510/2024 Date: 9 April 2024

Phone: +385 (0) 1 2351 900 Fax: +385 (0) 1 2351 999 www.deloitte.com/hr

INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT ON THE REMUNERATION REPORT FOR 2023

To the Management Board and Supervisory Board of the company CROATIA osiguranje d.d., Zagreb.

Subject of assessment

rpn 202

Pursuant to Article 272r, paragraph 3 of the Companies Act and the agreement concluded with CROATIA osiguranje d.d. ("the Company"), we carried out our engagement, expressing limited assurance on the accompanying Remuneration Report for the year ended 31 December 2023 ("Remuneration Report"), prepared by the Company's Management and Supervisory Boards.

Our engagement with expressing of limited assurance pertains to the subject of assessment whether the Remuneration Report contains in accordance with Article 272r, paragraphs 1 and 2 of the Companies Act.

Applicable criteria

The applicable criteria for identifying the individuals to be included in the Remuneration Report and requirements pertaining to the disclosure of their remuneration are specified in Article 272r, paragraphs 1 and 2 of the Companies Act.

Responsibilities of the Management Board and Supervisory Board

The Company's Management Board and Supervisory Board are responsible for the following:

  • Drawing up the Remuneration Report for 2023 in accordance with the disclosure requirements referred to in Article 272r, paragraphs 1 and 2 of the Companies Act;
  • I ldentifying the individuals to be included in the Remuneration Report in accordance with Article 272r, paragraph 1 of the Companies Act;
  • Selecting and applying appropriate remuneration policies and making reasonable judgements and assessments in relation to the information disclosed in the Remuneration Report;
  • Measuring remuneration for the year ended 31 December 2023 in accordance with Article 272r, paragraphs 1 and 2 of the Companies Act; and
  • Publishing the Remuneration Report on the Company's website in accordance with Article 272r, paragraph 4 of the Companies Act.

lhe Company's Management Board is responsible for designing, implementing and maintaining an internal control system which provides reasonable assurance that the aforementioned information is free from material misstatement, whether due to fraud or error. In addition, the Company's Management Board and Supervisory Board are responsible for ensuring that the documents provided to us are complete and accurate.

© 2024. For more information, please contact Deloitte Hrvatska.

Comany register of the Court Register of the Commy's Reg. No. (MBS): 03022053; subcribed shar capital: EUR 5,930,00;
Company directors: Kataria Kaduoc, Grimic: huiness hapk; ് ( Prested in the Court Kegister of the Comments of eller (1002): 30022053; ubccribed Shar captir Elle Sp300;
Storan (irector: Kataria Koltar and Helen Schmitt, business b accommy directors: Katarina Kadunc, Goran Končar and Helena Schmidt; business bank: Pr
account: 2340009—1110098294; SWIFT Code: PBZGHR2X, IBAN: HR38234000911110098294.

Delette Mans Delotte Touche I one he network of its members on their affiliates (jort)v "Deleitte Organization"). DTTL
("Deli l "ball ble to che Toure Tomats of Lise and in menters and ther millates (ponty "Delitte Cranizari") ITT.
There oble ) and eath of it members and inders and inders, as and relan inc obas) and its membres and is filiates are and independent entities, which cannt commit on action in
mator to third parties. DTL and all its affilizes are soley resp clients. 10 third parties. DTTL and its affiliates are solely responsible for their own, not aach other.
Clients. A detailed description of DTTL and its members may be foun

Deloitte.

Page: 15 of 16 Cert. No .: 510/2024 Date: 9 April 2024

INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT ON THE REMUNERATION REPORT FOR 2023 (CONTINUED)

Our responsibility

our responsibility is to publish a report on the Remuneration Report in accordance with the requirements of Our responsibility is to pablicted our engagement with expression of limited Article 2721, parage upon with the International Standard on Assurance Engagements 3000 (Reviews) — Assurance assuralice in accordance with end the material Information ("ISAE 3000"). These regulations Enguire that we meet ethical standards and plan and perform the procedures so as to form a conclusion, based require the widence obtained, about whether the Remuneration the information required under the relevant legal requirements.

Our independence and quality management

we conducted our engagement in accordance with the requirements concerning independence and ethical requirements set out in the Code of Ethics for Professional Accountants (including International Independence Standards) ("Code"), issued by the International Ethics Standards Board for Accountants. The Code is based on principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. We act in accordance with the International Standard on Quality Management for audits or reviews, or other assurance or related services engagements ("ISQM 1") and, accordingly, maintain a comprehensive system of quality management, including documented policies and procedures regarding compliance with ethical requirements and professional standards, as well as applicable legal and regulatory requirements.

Summary of the work performed

With regard to the subject of assessment, we have performed the following procedures:

  • We inquired the members of the Management Board, Supervisory Board and other persons within the Company to gain understanding of remuneration policies and the process applied in preparing the Remuneration Report;
  • We received from the Company a list of all members of the Management and Supervisory Boards during 2023 and checked whether their remuneration has been disclosed in the Remuneration Report;
  • We reconciled the remuneration data presented in the Remuneration Report with the Company's accounting records (general ledger and subledgers) for the year ended 31 December 2023;
  • We reviewed, on a sample basis, relevant documents of the Company (contracts and payments) related to the remuneration data presented in the Remuneration Report; and
  • We checked whether the Remuneration Report contains all the information required by Article 272r, paragraphs 1 and 2 of the Companies Act.

The nature and extent of our procedures were determined based on risk assessment and our professional judgement in order to issue a limited assurance conclusion.

An engagement for expressing a limited assurance conclusion is substantially less in scope than an engagement for expressing a reasonable assurance conclusion in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for expressing our limited assurance conclusion.

Deloitte.

Page: 16 of 16 Cert. No .: 510/2024 Date: 9 April 2024

INDEPENDENT AUDITOR'S LIMITED ASSURANCE REPORT ON THE REMUNERATION REPORT FOR 2023 (CONTINUED)

Limited assurance conclusion

Based on the work performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for 2023, prepared by CROATIA osiguranje d.d., does not comply, in all material respects, with the requirements specified in Article 272r, paragraphs 1 and 2 of the Companies Act.

Restrictions on the use of our report

This report has been prepared solely for the Company's Management Board and Supervisory Board, for the purpose of notifying the Company's General Assembly of the Remuneration Report prepared by the Company for the year ended 31 December 2023, pursuant to Article 272r of the Companies Act. We permit that this report be published on the Company's website in accordance with Article 272r, paragraph 4 of the Companies Act. Our report is not, nor is it intended to be, a legal opinion on the Company's compliance with Article 272r, paragraph 4 of the Companies Act.

In the case of additional information or data provided to us, or in the case of misleading verbal or written statements or explanations, our findings, interpretations or conclusions in our Independent Auditor's Limited Assurance Report may be incomplete or may result in the need for additional procedures not included in the scope of this engagement.

To the fullest extent permitted by law, we accept or assume no responsibility and deny any party other than the Company's Management Board and Supervisory Board for our work, for this Independent Auditor's Limited Assurance Report, or the conclusions we have reached.

The Company's Management Board and Supervisory Board are responsible for publishing the Remuneration Report on the Company's website and for accuracy of the information disclosed in the Report. The scope of our work performed does not include a review of said matters; therefore, we do not assume any responsibility for any amendments that may be made to the Remuneration Report based on the Independent Auditor's Limited Assurance Report or for any differences between the report we issued and the information published on the Company's website.

(Handwritten signature)

Goran Končar Director and Certified Auditor

(Stamp of Deloitte d.o.o.)

Deloitte d.o.o.

8 April 2024 Radnička cesta 80 10 000 Zagreb Republic of Croatia l, Ana Brezovac, authorized court interpreter for the English and German language, as appointed by the Decrear l, Ana Brezovac, authorized court life in the Englan and Public Reg. No.: 524-03-03-03-03-03-03-03-03-03-03-03-02of the Minister of Justice and Public Administration, Class: 07/1-7 Ive. 521-703 do ouyou.
23-09 of 9 January 2024 do hereby certify that the above translation fully correspo written in the Croatian language. RETER

Cert. No .: 510/2024 Zagreb, 9 April 2024

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This translation consists of 9 pages / 10 sheets Cert. No .: 509/2024 Date: 9 April 2024

Certified translation from the Croatian language

Pursuant to Article 26 of the Articles of Association, the Supervisory Board of the company CROATIA osiguranje d.d., Vatroslava Jagića 33, Zagreb, PIN: 26187994862 (hereinafter: Company), at its 25th meeting held on 8 April 2024, adopted the following

MANAGEMENT BOARD REMUNERATION POLICY

1. INTRODUCTORY PROVISIONS

This Remuneration Policy regulates the remuneration paid to members of the Management Board for their work in the Company (the term "member of the Management Board" shall include the Chairmano of the Management Board, unless the actual wording or the context undoubtedly indicate that the term does not include the Chairman of the Management Board) under a concluded employment contract and agreement on performance of tasks which entail special rights and obligations as well as under the Company's internal documents, and defines the connection between those documents and the business strategy and Jonnethm development of the Company (hereinafter: "Policy"). It also serves as the basis for drawing up of annal reports on remuneration paid or promised to be paid by the Company to a current or former Management Board member.

This Policy derives from the following regulatory framework:

  • Companies Act (Official Gazette 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)
  • Insurance Act (Official Gazette 30/15, 112/18, 63/20, 133/20, 151/22)
  • 2019 Corporate Governance Code.

The Company ensures that this document is compliant with internal rules, policies, guidelines and strategies.

2. APPOINTMENTS AND REMUNERATIONS COMMITTEE

The Supervisory Board establishes the Appointments and Remunerations Committee (hereinatter: "Committee") and appoints its members.

Each member of the Committee has to possess the appropriate skills, knowledge and education as well as professional and practical experience required to perform the activities falling within the scope of competence of the Committee.

In the context of its activities relating to remunerations, the Committee has the following responsibilities:

  • It makes recommendations to the Supervisory Board regarding Management Board remuneration policies at least every three years
  • It makes recommendations to the Supervisory Board regarding remunerations payable to the Chairman and members of the Management Board based on the assessment of Company's performance and their personal performance
  • It makes recommendations to the Supervisory Board regarding Supervisory Board Remunerations Policy, which is to be referred to the General Assembly for approval
  • It monitors the amounts and structure of remunerations payable to senior management and , employees in general and makes recommendations to the Management Board regarding its policies,
  • It oversees the drafting of the legally prescribed compulsory annual report on remunerations, which is sent to the Supervisory Board for approval.

The Supervisory Board is responsible for delivering, implementing and monitoring this Policy.

The Committee convenes at least once a year. Description of the tasks falling under the competence of the Committee has to be available on the Company's website. The Committee's work report is included in the annual report, which has to comprise information about the number of meetings held and about Committee members

Each year, the Committee re-evaluates the scope of its work and its own efficiency as well as the quality of the information obtained by it, and recommends any changes that need to be made.

3. MANAGEMENT BOARD REMUNERATION PRINCIPLES

Remuneration Policy is intended to reward Management Board members in proportion to their areas of activity and responsibility, in line with applicable regulations. The appropriate combination of a fixed and variable portion of the remuneration of Management Board members was determined in a way to create an incentive for Management Board members to ensure the overall Company's prosperity in the long run.

Basic Management Board remuneration principles are the following:

  • Alignment between all elements of the remuneration and the responsibility for actual performance achieved
  • Balance between short-term efficiency and long-term growth of the value of the Company by combining one-year and multiple-year objectives
  • Short-term and long-term objectives are defined as financial and specific non-financial objectives the combination of which stimulates development of new products, operations and organisation (transfer of knowledge and skills - reward system; development of new business segments)
  • Establishment of a system of measurable objectives aimed at transparency
  • Rewarding based on tasks of the same or similar level of complexity, in line with the conditions on the market
  • Performance-based rewarding, with the variable part of the paid out reward reflecting the overall achievement of the Company's objectives as well as the Management Board member's own contribution
  • Good managerial practices and implementation of a system of values are key for the Company's business success, which is why the nonfinancial objective is defined through conduct that indicates good-quality, efficient and ethical management of human resources and business operations
  • Rewarding/incentivizing encourages professionalism and excellence, regardless of gender, ethnicity, age, disability or other.

4. KEY ELEMENTS OF MANAGEMENT BOARD REMUNERATION PACKAGE

In the Company's Remuneration Policy, total remuneration comprises:

  • Fixed remuneration,
  • Variable remuneration,
  • Additional benefits,

each in the maximum amount as specified below in this Policy.

The reward system must be focused on sustainable growth of the Company. All elements of the remuneration must be appropriate, from the aspect of the individual element, but also in the agenceate. The specified

elements must not intice Management Board members to take unreasonable risks that would be contrary to the long-term interests, business strategy, objectives or values of the Company and the Group.

4.1 Fixed remuneration

BASE SALARY

Base salary is based on and aligned with the conditions on the labour market in the insurance sector and/or the overall labour market for similar of same-level complexity jobs, because the objective is for the base salary to reflect the demands of the position and the skills and experience needed to perform the work of managing and representing a company.

Where the information obtained by comparison with the labour market is insufficient or insufficiently precise, additional information is taken into consideration, such as:

  • Company's performance over the last few years and during the term of office of the relevant Management Board member
  • Management Board member's performance in view of the annual objectives set
  • strategic changes in the Company's business operations (acquisitions, new product lines, outsourcing and alike)
  • Management Board member's individual rewards history
  • Market-based values obtained by using the Mercer IPE (International Position Evaluation) methodology, for the Chairman of the Management Board ranging from class 65 to class 69, and for members of the Management Board from class 63 to class 68, determined at the beginning of their term of office in the Management Board
  • Probability of the Management Board member voluntarily leaving their position.

Salary supplements and other forms of remuneration that may be paid to a Management Board member are not counted toward the base amount (in addition to the base salary) used for determining the variable remuneration connected with operational result and performance of the Management Board in the case when this type of remuneration is not included in the base salary under the individual Management Board member's employment contract.

Fixed remuneration ensures financial independence from variable remuneration at an individual level, including the possibility of not receiving variable remuneration. The purpose of fixed remuneration is to create an incentive for members of the Management Board to fulfill their duties in the best interest of the Company and to act in accordance with the principles of good faith and fair dealing, and with due care. Fixed remuneration consists of the agreed monthly salary determined in the gross amount.

4.2 Variable remuneration

Variable remuneration is determined based on clear performance criteria which are assessed in line with the achieved objectives and performance of the Management Board member and the performance of the Company as a whole.

Each variable remuneration has to be in line with strategic indicators, values and long-term interests of the Company. The variable remuneration system is created in a way to encourage efficiency, but at the same time to not encourage excessive risks for the Company.

Variable remuneration is paid only to the extent that the proportion between the fixed and variable remuneration remains reasonable.

Variable remuneration may comprise:

  • · Short-term remuneration annual bonus for achieved objectives and overall performance on an annual basis
  • · Long-term remuneration multiannual bonus for achieved objectives and overall performance in the relevant multiannual period. The objective of multiannual rewarding is to prevent the Management Board member from being focused on short-term results of the Company's operations at the expense of the long-term ones. Multiannual bonus is intended to motivate and reward Management Board members towards long-term growth and prosperity of the Company and the Group and to instill in them a long-term perspective when making decisions.

ANNUAL BONUS

Annual bonus, which depends on achieved objectives in the relevant financial year, is paid in the subsequent financial year, after the adoption of the Annual Report for the relevant year based on the decision of the Supervisory Board. Annual bonus is generally not paid out unless the KPIs reach 95% of the planned values for the relevant year.

The maximum annual bonus may reach a maximum of 83.33% of the Management Board member's annual base salary.

When calculating the amount of variable remuneration, the following principles are taken into consideration:

  • · Achieved performance of the Company affects 75% of total variable remuneration of Management Board members (for example, net profit and market share, but these can also include additional financial performance indicators).
  • · Achieved non-financial objectives affect 25% of total variable remuneration of Management Board members (such as, for example, realisation of specific projects, achievement of ESG objectives, assessment of the Supervisory Board regarding qualitative improvement of the Company's status, and alike).

with the Supervisory Board being left the discretion to adjust the overall sum.

Achievement of non-financial objectives which is significantly below the expectations leads to a significant reduction of the variable portion of the remuneration or completely cancels out the payment of annual bonus, regardless of the actual degree of achievement of financial objectives.

Elements used to determine whether the prerequisites for payment of the variable portion of the remuneration have been fulfilled are the audited annual consolidated and standalone financial statements of the Company and the Group, as far as the Company's and the Group's achieved performance is concerned, but also the Company's and the Group's non-financial report and the quantitative and/or qualitative analysis and assessment of the Supervisory Board regarding the achievement of nonfinancial objectives.

Variable remuneration is connected with sustainability and it does not promote the taking of excessive risks. It is paid out at a rate where the proportion between the fixed and variable remuneration remains reasonable.

In the event that it is determined that the Management Board member is entitled to an annual bonus that is higher than 80% of maximum bonus, the difference (excess sum) is paid 3 (three) years after the determination of the right to such payment.

In the event of a negative business situation or revocation of appointment or termination of employment of the Management Board member due to reasons attributable to them, the Supervisory Board may issue a decision that the postponed portion of bonus not be paid out.

Payment of bonus after 3 (three) years have passed since the postponement requires verification by the Supervisory Board, which is made at the same time as the decision on bonus for the previous year.

Variable remuneration, including the postponed portion of such remuneration, is paid or payable only if it is sustainable in the context of the financial situation of the Company as a whole and if it is justified considering the Company's and the Management Board member's personal performance.

MULTIANNUAL BONUS

The multiannual bonus depends on the achievement of specifically determined objectives set for the members of the Management Board over the relevant multi-year period. The right to receive a portion of the multiannual bonus for a particular financial year is generally not realized if the achievement of Key Performance Indicators (KPIs) does not reach 95% of the planned values.

The maximum annual amount of the multiannual bonus can reach up to 83.33% of the annual base salary of the Management Board member.

When calculating the amount of variable remuneration, the following principles are taken into account:

  • The achieved financial performance of the Company affects 70% of the total variable remuneration of the Management Board members (for example, net profit and market share, but this may also include additional financial performance indicators),
  • Achieved non-financial goals affect 30% of the total variable remuneration of the Management Board members (for example, the realisation of specific projects, achievement of ESG objectives, assessment by the Supervisory Board regarding qualitative improvement of the Company's status, etc.),

with the Supervisory Board being left the discretion to adjust the overall sum.

The right to payment of the multiannual bonus is decided by the Supervisory Board of the Company based on the Company's financial performance and achievement of nonfinancial objectives, and based on the Management Board member's personal contribution during the relevant multiannual period, specifically on the achievement of the set objectives based on the plan and evaluation of work performance (i.e, based on the achievement of Key Performance Indicators (KPIs).

Up to 50% of the bonus can be paid after the final annual account, while the remaining amount of the multiannual bonus realized in a particular year is retained until the end of the relevant multiannual period to be used for aligning the total amount of the multiannual bonus payable at the end of the relevant multiannual period, in accordance with the KPIs for that period.

Achievement of non-financial objectives which is significantly below the expectations leads to a significant reduction of the variable portion of the remuneration or completely cancels out the payment of multiannual bonus, regardless of the actual degree of achievement of financial objectives.

Multiannual bonus is intended to motivate and reward Management Board members towards long-term growth and prosperity of the Company and to instill in them a long-term perspective when making decisions.

In the event that it is determined that the Management Board member is entitled to a multiannual bonus that is higher than 80% of the maximum bonus payable in the year when their term of office ends, the difference (excess sum) is paid 3 (three) years after the determination of the right to such payment.

In the event of a negative business situation or revocation of appointment or termination of employment of the Management Board member due to reasons attributable to them, a decision may be issued that the postponed portion of bonus not be paid out.

Payment of bonus after 3 (three) years have passed since the postponement requires verification by the Supervisory Board, which is made at the same time as the decision on bonus for the previous year.

Multiannual bonus is paid or payable only if it is sustainable in the financial situation of the Company as a whole and if it is justified considering the Company's and the Management Board member's personal performance.

In the event of occurrence of certain circumstances defined by law or another applicable rule, the Company may demand that paid-out variable remuneration be refunded.

VARIABLE REMUNERATION PAYMENT MODEL

Variable remuneration is payable in cash and/or in shares of the parent/affiliated company, which is for the Supervisory Board to decide at its own discretion.

The Supervisory Board is authorized to define the method of determining the market price at which the Company's shares or the shares of a parent/affiliated company will be awarded, and to determine whether the shares will be transferred to the Management Board member's account or to a special Company's account. Moreover, it also defines the period of prohibition of trading in the awarded shares.

Inclusion of the employees in the shareholder structure contributes to rasing the employees' interest in the Company's and the Group's success, their motivation for the Company and the Group, preservation of jobs and securing the stability of the business model. By recognizing their interest in the long-term success of the Company and the Group, the inclusion of employees in the shareholder structure creates a connection between the employees and the Company and emphasizes the long-term aspect in decision-making.

Assignment of shares contributes to the Management Board members being focused on an appropriate balance between short-term and long-term objectives.

4.3 Additonal benefits

Additional benefits are not connected with work performance and they are determined by the Agreement on performance of tasks which entail special rights and obligations. The Supervisory Board regularly analyses the level of benefits and, if necessary, changes and adjusts them.

Additional benefits include:

  • 24/7 use of company car
  • Life insurance policy
  • Additional and supplementary health insurance
  • Accident insurance policy
  • Personal liability insurance policy
  • Pension insurance 3rd pillar voluntary pension insurance.

5. AGREEMENT CONCLUDED WITH THE MANAGEMENT BOARD MEMBER

5.1 Agreement

Management Board members conclude Agreements on Performance of Tasks Entailing Special Rights and Obligations with the Company, which is represented by the Chairman of the Management Board. Based on such agreements, they (as a rule) enter into an open-ended employment relationship with the Company and agree to perform the tasks of a member of the Management Board during the term of office for which they have been appointed by the Supervisory Board.

The individual employment contract with a member of the Management Board specifies the monthly base salary and the maximum amount of the annual bonus, as well as the maximum amount of the multiannual bonus.

To protect the legitimate interests of the Company, contractual provisions include clauses to avoid conflicts of interest, non-compete clauses, clauses safeguarding the Company's trade secrets, protection of data confidentiality, and protection of personal data in accordance with applicable regulations.

5.2 Notice period

In the event of termination of employment, the Management Board member has the right to a notice period of at least 2 months.

5.3 Severance pay

The cases and conditions for acquiring the right to severance pay, as well as the method and deadlines for its payment, are determined by the Agreements on Performance of Tasks Entailing Special Rights and Obligations, whereby it cannot be contracted in any single case in an amount exceeding 10 (ten) times the base salary of the Management Board member.

6. ALIGNMENT OF REMUNERATION PAYABLE TO MANAGEMENT BOARD MEMBERS WITH CERTAIN CONDITIONS

In determining the remuneration payable to Management Board members, the Company makes sure that the amount of remuneration is aligned with the internal and external context. In terms of internal alignment, this means that remuneration is based on job complexity according to a recognized and scientifically verified job evaluation methodology. This evaluation is performed for and applies to all positions in the Company. External alignment means that remuneration is aligned with market conditions in the financial and insurance industry.

7. MEASURES INTENDED TO PREVENT CONFLICT OF INTEREST REGARDING REMUNERATION

Measures included in the Remuneration Policy intended to prevent conflict of interest are the following:

  • Alignment of variable remuneration with the financial context, risk management, legal regulations, compliance and human resource management aspects
  • A Management Board member is not included in the decision-making process regarding their own remuneration
  • The Committee is responsible for contracting individual reward packages (including variable-pay rewards) for members of the Management Board

  • Financial objectives applying to members of the Management Board are defined in a way that they are mutually balanced out so that in the event of a high level of achievement of any one financial objective which would result from unethical conduct, this would cause a lower level of achievement of another financial objective.

8. PROCEDURE OF DELIVERING, IMPLEMENTING AND MONITORING REMUNERATION POLICIES

The Supervisory Board adopts the Remuneration Policies at the recommendation of the Committee, as described in Article 2 hereof.

Remuneration Policies serve as a basis for drawing up annual remuneration reports and they have to be aligned with one another.

The Supervisory Board submits the Policies to the General Assembly for decision-making (approval) at least once every four years and each time they need to be significantly changed based on the recommendation of the Committee.

In the event that the General Assembly does not approve the Remuneration Policies, the Supervisory Board shall submit a reviewed and revised Remuneration Policy at the next General Assembly meting, where it shall be put to vote.

9. DIVERGENCE FROM THE REMUNERATION POLICY

The Supervisory Board has the authority to diverge from this Policy in the part where it applies to fixed and variable remuneration (by defining different amounts of remuneration) in the following asses:

  • · Extraordinary circumstances in the market that demand an extraordinary cases.
    Inchility works in the market that demand an extraordinary cost reduction
  • · Inability to hire an adequate candidate in the local labour market
  • · Significant disturbance in the local labour market in terms of the mentioned elements of remuneration being non-competitive
  • · Emergency measures being needed to retain a particular Management Board member.

The opinion about the justifiability of divergence from this Remuneration Policy is issued by the Committee, and in the event of a negative opinion, the Supervisory Board may temporarily diverge from this Remuneration Policy only if the decision to do so is accepted unanimously by all members of the Supervisory Board.

When temporary divergence from the Remuneration Policy is required, i.e., when extraordinary circumstances defined in this Remuneration Policy arise, the Supervisory Board shall issue a decision on temporary divergence from the Remuneration Policy, specifying how the Policy is to be implemented during such extraordinary circumstances, in the part that is being temporarily diverged from. If the Supervisory Board believes that divergence from the Remuneration Policy Should last longer than one year, and he divergence involves an important change to the Policy, the Supervisory Board shall submit a proposal for amendments to the Policy at the first subsequent General Assembly meeting, for General Assembly approval.

10. FINAL PROVISIONS

This Policy shall be reviewed when required, but in any case it is to be reviewed at least every 4 (four) years. Where no changes are to be introduced, a special decision shall be issued in confirmation of this fact.

The drafting of a recommendation for amendments and the consolidating of the text of this Policy shall be the responsibility of the Committee, whereas the Company's Human Resources Department shall provide professional support to the Supervisory Board and/or Committee, at their request, and it shall be responsible for implementing the Policy.

The decision of the General Assembly and the approved Remuneration Policy shall be published immediately after the General Assembly meeting is held. They shall be published on the Company's website, with indication of the date of their entering into effect.

The Policy enters into effect on the date when it is approved by the Company's General Assembly, as a revised version of the Management Board Remuneration Policy adopted in 2020, and it shall remain valid for the period lasting from the specified date of its adoption in 2024 until the same such date in 2028.

Chairman of the Supervisory Board

(Handwritten signature)

Roberto Škopac

l, Ana Brezovac, authorized court interpreter for the English and German language, as appointed by the Decree
r and Children September of Dublic Administration, Class: UP/I-7 l, Ana Brezovac, authorized court interpreter for the English and German Services - 1
of the Minister of Justice and Public Administration, Class: UP/-710-02/2010 - 1 of the Minister of Justice and Public Administration, Class: 0P/1-7L0-02/25-01900, NBS 11-0.
23-09 of 9 January 2024 do hereby certify that the above translation fully corres written in the Croatian language.

Cert. No .: 509/2024 Zagreb, 9 April 2024

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