Croatia osiguranje d.d.

AGM Information • Jun 11, 2024

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) ots@hina.hr

In Zagreb, on 11 June 2024

Notice on decisions of the 56th General Assembly of CROATIA osiguranje d.d.

(Regulated information: General Assembly-notices on convokation, counter-proposals and decisions)

Pursuant to the provisions of the Capital Market Act and to the Rules of the Zagreb Stock Exchange, we hereby announce that CROATIA osiguranje d.d., Vatroslava Jagića 33, Zagreb, held its General Assembly on 11 June 2024.

Shareholders who hold a total of 419,263 votes from a total of 429,697 voting shares, i.e. who hold 97.57 % of total share capital of the Company participated in the work of the General Assembly, which was sufficient for the Assembly to adopt valid decisions.

In accordance with the published Agenda, the General Assembly of CROATIA osiguranje d.d. adopted following decisions:

• Decision on the Utilization of Profit of CROATIA osiguranje d.d. realized in 2023
• Decision on Granting Discharge to Members of the Management Board of CROATIA osiguranje d.d.
• Decision on Granting Discharge to Members of the Supervisory Board of CROATIA osiguranje d.d.
• Decision on the Dividend payment from retained earnings
• Decision on approval of the Remuneration Report for 2023
• Decision on Appointment of Auditors of CROATIA osiguranje d.d. for 2024
• Decision on granting consent to legal transactions and increasing the share capital of the company Core 1 d.o.o. as per the Decision of the Management Board on the restructuring and reorganization of CROATIA osiguranje d.d.

• Decision on approval of the Management Board Remuneration Policy

Sincerely,

CROATIA osiguranje d.d.

Pursuant to the provision of Article 275, paragraph 1, item 2 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, 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 General Assembly of CROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on the Utilization of the Profit of CROATIA osiguranje d.d. realized in 2023

Article 1

It is established that CROATIA osiguranje d.d. realized a profit (after taxation) in the amount of 46,879,800.48 euro for the year ending on 31 December 2023.

Article 2

Realized profit after taxation shall be allocated to:

1.	Legal reserves	4,040.61 eura
2.	Dividend	33,824,493.37 eura
3.	Retained earnings	13,051,266.50 eura

Article 3

On the basis of the rights belonging to the shareholders of the 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 of comprehensive income for the year ended 31 December 2023.

Article 4

Total amount for dividend payment to Company's shareholders who are holders of ordinary shares marked CROS-R-A (CROS) and preference shares marked CROS-P-A (CROS2) is 33,954,693.37 euro or 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 of dematerialized 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 dividend payments is 9 July 2024 (ex date). The dividend will be paid on 8 August 2024 (payment date).

Article 5

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This Decision enter into force on the day of its issuance.

Pursuant to the provision of Article 275, paragraph 1, item 4 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, 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 General Assembly of CROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on Granting Discharge to Members of the Management Board of CROATIA osiguranje d.d.

It is determined that the Management Board of CROATIA osiguranje d.d. had the following members in 2023:

• 1 Davor Tomašković, Chairman of the Management Board
• 2 Robert Vučković, Member of the Management Board
• 3 Vančo Balen, Member of the Management Board
• 4 Luka Babić, Member of the Management Board

The 56th General Assembly approves the work of the Management Board in 2023 and grants discharge to the members of the Management Board of CROATIA osiguranje d.d.

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Pursuant to the provision of Article 275, paragraph 1, item 4 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, 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 General Assembly of CROATIA osiguranje d.d., held on 11 June 2024, issued the following

DECISION

on Granting Discharge to Members of the Supervisory Board of CROATIA osiguranje d.d.

It is determined that the Supervisory Board of CROATIA osiguranje d.d. had the following members in 2023:

• 1 Roberto Škopac, Chairman of the Supervisory Board,
• 2 Željko Lovrinčević, Vice Chairman of the Supervisory Board,
• 3 Vitomir Palinec, Member of the Supervisory Board,
• 4 Hrvoje Patajac, Member of the Supervisory Board,
• 5 Zoran Barac, Member of the Supervisory Board,
• 6 Hrvoje Šimović, Member of the Supervisory Board,
• 7 Pero Kovačić, Member of the Supervisory Board.

The 56th General Assembly approves the work of the Supervisory Board in 2023 and grants discharge to the members of the Supervisory Board of CROATIA osiguranje d.d.

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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

D E C I S I O N

on dividend payment from retained earnings

Article 1

Company's shareholders who are holders of ordinary shares marked CROS-R-A (CROS) and preference shares marked CROS-P-A (CROS2) will be paid a dividend in the amount of 37.35 euros per share, from the retained earnings realized in the year 2022.

Article 2

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 of dematerialized 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 dividend payments is 9 July 2024 (ex date). The dividend will be paid on 8 August 2024 (payment date).

Article 3

This Decision enter into force on the day of its issuance.

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Pursuant to the provision of Article 275, paragraph 1, item 3 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, 68/13, 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 General Assembly of CROATIA osiguranje d.d. held on 11 June 2024, issued the following

DECISION on approval of the Remuneration Report for 2023

Article 1

Remuneration Report for 2023 is approved in the text that was published as the Attachment No. 1 to the Invitation to this General Assembly, together with Auditor Report, and which make an integral part of this Decision.

Article 2

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This Decision enters into force on the day of its issuance.

Pursuant to the provision of Article 275, paragraph 1, item 5 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, 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 General Assembly of CROATIA osiguranje d.d., at the proposal of the Supervisory Board, held on 11 June 2024 issued the following

DECISION on Appointment of Auditor of CROATIA osiguranje d.d. for 2024

Article 1

For the auditor of CROATIA osiguranje d.d. for the year 2024, Deloitte d.o.o., Radnička cesta 80, Zagreb, OIB: 11686457780, is appointed to audit the financial statements for the year 2024.

Article 2

This Decision enters into force on the day of its issuance.

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Pursuant to the provision of Article 552, paragraph 1, 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, 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 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 of the company Core 1 d.o.o. as per the Decision of the Management Board on the restructuring and reorganization of CROATIA osiguranje d.d.

Article 1

It is established that the company CROATIA osiguranje d.d., headquartered in Zagreb (City of Zagreb), Vatroslava Jagića 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 1 d.o.o., Zagreb (City of Zagreb), 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 thousand kunas).

Article 2

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 of space, name of court/land registry department, land registry entry number, cadastral municipality, cadastral plot, ownership share, purchase price. Table 1 is attached to this Decision and is an integral part thereof.

The drafts of real estate purchase and sale contracts are marked with ordinal numbers from 1 to 106 and are published on the website of CROATIA osiguranje.

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

Article 3

The General Assembly consents to the conclusion of a Loan Agreement between the company CROATIA osiguranje, as the lender, and the company Core 1, as the borrower, in the amount of 4,067,550.00 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 4

The General Assembly consents to the increase of the share capital of the company Core 1 by the amount of 41,997,350.00 EUR (in words: forty-one million nine hundred ninetyseven thousand three hundred fifty euros), through the increased contribution of the sole member for the existing business share in money.

Article 5

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This Decision enters into force on the day of its issuance.

Pursuant to the provision of Article 275, paragraph 1, item 3 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, 110/15, 40/19, 34/22, 18/23, 130/23), and Article 32 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, the 56th General Assembly of CROATIA osiguranje d.d., at the proposal of the Supervisory Board, held on 11 June 2024, issued the following

DECISION

on approval of the Management Board Remuneration Policy

Article 1

The Management Board Remuneration Policy is approved in the text that was published as the Attachment No 2 to the Invitation to this General Assembly, and which makes an integral part of this Decision.

Article 2

This Decision enters into force on the day of its issuance.

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There weren´t any questions asked by the shareholders at the General Assembly.