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Croatia osiguranje d.d.

Pre-Annual General Meeting Information Nov 25, 2025

2087_agm-r_2025-11-25_51fda755-20f3-4a31-9f1f-0e3a4308d57a.pdf

Pre-Annual General Meeting 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, 25. studenog 2025. godine

Submission of Announcement of Convocation of the 59 th General Assembly of CROATIA osiguranje d.d.

(General Assembly)

Herewith we enclose the Announcement of Convocation of the 59th General Assembly of CROATIA osiguranje d.d., which is to be held on 20 January 2026 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 59th General Assembly, and hereby invites the shareholders to the

59th General Assembly of CROATIA osiguranje d.d. to be held on 20 January 2026, at 10:00 hours at the Company's head office in Zagreb, Vatroslava Jagića 33

  • I. The following agenda is determined for the 59th General Assembly:
    1. Adoption of the Decision on the election of the members of the Supervisory Board CROATIA osiguranje d.d.
    1. Adoption of the Decision on the Approval of the Rules of Procedure of the General Assembly of CROATIA osiguranje d.d.

IL PROPOSAL OF THE DECISIONS OF THE GENERAL ASSEMBLY

Ad. 1. Adoption of the Decision on the election of the members of the Supervisory Board 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, 136/24) and Article 32 of the Articles of Association of CROATIA osiguranje d.d. as of 31 May 2023, at the proposal of the Supervisory Board, the 59th General Assembly of CROATIA osiguranje d.d., held on 20 January 2026, adopts the following

DECISION

on the election of the members of the Supervisory Board CROATIA osiguranje d.d.

Article 1

Roberto Škopac from Zagreb, Ulica Janka Grahora 9, OIB: 65368121160, a corporate lawyer, who is not independent within the meaning of Article 255, paragraph 6 of the Companies Act is elected as a member of the Supervisory Board of CROATIA osiguranje d.d., subject to obtaining an approval to perform the function of a member of the Supervisory Board issued by the Croatian Financial Services Supervisory Agency.

Roberto Škopac is elected a member of the Supervisory Board of CROATIA osiguranje d.d. for a term of four (4) years, starting from the 25 April 2026.

Article 2

Hrvoje Patajac from Rovinj, Ulica Antonija Bazzarinija 4, OIB: 69076661021, an expert in controlling, who is not independent within the meaning of Article 255, paragraph 6 of the Companies Act is elected as a member of the Supervisory Board of CROATIA osiguranje d.d., subject to obtaining an approval to perform the function of a member of the Supervisory Board issued by the Croatian Financial Services Supervisory Agency.

Hrvoje Patajac is elected a member of the Supervisory Board of CROATIA osiguranje d.d. for a term of four (4) years, starting from the 25 April 2026.

Article 3

The proposed election of members of the Supervisory Board fully respects the balanced representation of women and men on the Supervisory Board of CROATIA osiguranje d.d.

Article 4

This Decision shall enter into force on the day of its adoption.

Ad. 2 Adoption of the Decision on the Approval of the Rules of Procedure of the General Assembly of CROATIA osiguranje d.d.

Pursuant to the provisions of Article 285 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, 136/24) and Article 37 of Association of CROATIA osiguranje d.d. as of 31 May 2023, at the proposal of the Management Board and the Supervisory Board, the 59th General Assembly of CROATIA osiguranje d.d., held on 20 January 2026, adopts the following

DECISION

on the Approval of the Rules of Procedure of the General Assembly of CROATIA osiguranje d.d.

Article 1

The General Assembly of CROATIA osiguranje d.d. hereby adopts the Rules of Procedure of the General Assembly of CROATIA osiguranje d.d., as published in the attachment to the Invitation of this General Asembly, which shall constitute an integral part of this Decision.

Article 2

This Decision shall enter into force on the day of its adoption.

III. 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 Jagića 33, 10000 Zagreb (with the wording: Application for General Assembly), six days prior to the General Assembly being held.

The said deadline of 6 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 13 January 2026 at the latest, and who are registered as shareholders of CROATIA osiguranje d.d. with the Central Depository and Clearing Company (CDCG) on that same day.

If the shareholder is a 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 a 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

A shareholder fills out the power of attorney by writing down the correct name/company name of a legal person, its seat, personal identification number (PIN) and the account number with GDGC, or the correct name and family name of a natural person, their address, personal identification number (PIN) and the account number with GDGC. When the shareholder appoints a 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 a 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 a 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 a 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 it should be filled out, is available to all shareholders at the Company's website www.crosig.hr.

Proof of appointment of a proxy (a scan of the signed power of attorney) may also be sent by e-mail to: [email protected], whereas the original is to be submitted to the authorized employees of the Company on the day of the General Assembly meeting.

MATERIALS FOR GENERAL ASSEMBLY

This invitation, together with the application form, power of attorney form and all the materials for the 59th General Assembly shall 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 59th 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 a 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 24 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 a 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 a 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 59th 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 1st 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 1st issue, marked CROS-P-A, with each share entitling to one vote.

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

The participants are invited to arrive to the General Assembly meeting on 20 January 2026, 30 minutes prior to its scheduled beginning, to ensure timely registration of participants and preparation of a list of participants in the General Assembly.

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 a half of the total share capital of the Company.

In case the quorum is not met, pursuant to the provision of Article 36, paragraph 2 of the Articles of Association of CROATIA osiguranje d.d., the next General Assembly meeting shall be held on 20 January 2026, 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, 21 November 2025

CROATIA osiguranje d.d.

Member of the Management Board

Bubr

Luka Babić

Chairman of the Management Board

Davor Tomašković

Pursuant to Article 37 of the Articles of Association of CROATIA insurance p.l.c., and in accordance with Article 285, paragraph 1 of the Companies Act, the 59th General Assembly of CROATIA insurance p.l.c., held on 20 January 2026, adopted the following

Rules of Procedure of the General Assembly of CROATIA insurance p.l.c.

GENERAL PROVISIONS

Article 1

The following Rules of Procedure of the General Assembly of CROATIA insurance p.l.c. (hereinafter: the Rules) govern the manner of convening and conducting the General Assembly of CROATIA insurance p.l.c. (hereinafter: CROATIA insurance/the Company).

The provisions of these Rules shall apply to the Shareholders, and their proxies, as well as all other persons attending or in any manner participate in, the preparation and conduct of the General Assembly of the Company.

EXERCISE OF SHAREHOLDERS RIGHTS

Article 2

Shareholders, by participating in the meeting of the General Assembly, shall exercise their rights to make decisions on matters within the competence of the General Assembly, in accordance with the Companies Act (hereinafter: the Act), the Articles of Association of the Company, and these Rules of Procedure.

VENUE OF THE GENERAL ASSEMBLY

Article 3

The General Assembly shall be held at the registered seat of the Company.

While the Company's shares are listed on a regulated market, the General Assembly may also be held at the registered seat of the Stock Exchange.

CONVOCATION OF THE GENERAL ASSEMBLY

Article 4

The General Assembly shall be convened in cases mandated by the Companies Act, the Articles of Association of the Company, and whenever deemed necessary in the interests of the Company.

Article 5

The General Assembly shall, as a rule, be convened by the Company's Management Board.

In cases and under conditions prescribed by the Articles of Association and the Companies Act, the General Assembly may also be convened by the Supervisory Board or the shareholders of the Company.

Article 6

The notice convening the General Assembly shall include the exact address and time of the General Assembly, as well as the proposed agenda.

The notice shall also include the exact address and time of a subsequent General Assembly if the initially convened Assembly is not held.

Article 7

The notice of the General Assembly and all accompanying materials shall be published on the website of the court register, as well as on the Company's official website.

PARTICIPATION IN THE GENERAL ASSEMBLY

Article 8

Shareholders shall be entitled to participate in and vote at the General Assembly only if they have duly registered their participation in accordance with the Articles of Association. Shareholders may participate in the General Assembly either personally or by way of a duly authorized proxy.

Article 9

A shareholder may appoint only one proxy to represent the shareholder at the General Assembly, who shall exercise the rights attached to the shareholder's shares in accordance with the power of attorney granted. If a shareholder issues multiple powers of attorney for the same General Assembly, the last power of attorney received by the Company shall prevail and be deemed valid.

Article 10

The Management Board and the Supervisory Board shall participate in the proceedings of the General Assembly.

Other persons may participate in the proceedings of the General Assembly upon the invitation of the members of the Management Board, the Supervisory Board, and/or the Chairman of the General Assembly, without the right to vote, when their presence is required for the provision of expert clarifications, ensuring security, providing technical support, or for other organizational reasons.

CHAIRMAN OF THE GENERAL ASSEMBLY

Article 11

The General Assembly shall be chaired by the President of the Supervisory Board, or by a person appointed by the President of the Supervisory Board.

Article 12

The Chairman of the General Assembly shall perform, in particular, the following duties:

  • signs the list of attending shareholders and their proxies,
  • opens and conducts the General Assembly,
  • determines whether the required number of shareholders is present for the General Assembly to be held (quorum),
  • grants the floor to shareholders and other participants at the General Assembly and directs the proceedings in accordance with the established agenda,
  • may limit the rights of shareholders or their proxies to ask questions and participate in discussions when deemed necessary for the orderly conduct and appropriate duration of the General Assembly,
  • takes measures to maintain order at the General Assembly,
  • supervises the voting process,
  • determines the results of the voting on decisions taken at the General Assembly,
  • concludes the General Assembly,
  • signs the acts adopted by the General Assembly,
  • performs other duties in accordance with the powers and rights under the Law and the Articles of Association of the Company.

CONDITIONS FOR THE PROCEEDINGS OF THE GENERAL ASSEMBLY

Article 13

The meeting of the General Assembly shall be opened by the Chairman of the General Assembly (hereinafter: Chairman).

Upon the opening of the General Assembly, the Chairman shall determine the existence of the conditions for holding the General Assembly.

Article 14

For ascertaining the existence of a quorum, a list of the shareholders present at the General Assembly, or their proxies, specifying the number of votes attributable to them on the basis of their shareholdings, shall be drawn up prior to the commencement of the General Assembly.

The list referred to in the preceding paragraph of this Article shall be signed by the Chairman, who shall ensure that all participants of the General Assembly are granted access to it prior to the first vote.

THE PROCEEDINGS OF THE GENERAL ASSEMBLY

Article 15

The General Assembly shall deliberate on the individual items of the agenda in the manner prescribed in the notice of convocation.

The Chairman shall open the discussion on each item of the agenda and, following any presentation by the reporting person, who is, as a rule, a member of the Management Bord, shall conduct the discussion in the manner prescribed by this Rules of Procedure.

The Chairman may consolidate the discussion of multiple items on the agenda if it is deemed expedient for the orderly conduct of the General Assembly.

Decisions on individual items of the agenda shall be adopted only if the adoption of such decisions falls within the authority of the General Assembly, in accordance with the provisions of Act and the Articles of Association of the Company.

Article 16

Participation in the discussion at the General Assembly meeting shall be permitted only with the prior approval of the Chairman.

During the proceedings of the General Assembly, a shareholder or proxy (hereinafter: speaker) may submit questions concerning the items on the agenda, take part in the debate on matters pertinent to the decision-making of the General Assembly, and provide a justification for any proposal or counterproposal submitted in writing with respect to any of the proposed agenda items.

For the efficient conduct of the General Assembly meeting, a speech during the debate may last no longer than five (5) minutes per speaker, and reply no longer than two (2) minutes, unless the Chairman decides otherwise.

Article 17

The speaker may address only the subject under discussion and within the scope of the established agenda.

Should the speaker depart from the agenda, the Chairman shall admonish the speaker and direct the speaker to adhere to the agenda.

Article 18

For the orderly conduct of the General Assembly, the Chairman may impose the measures provided for in Article 23 of these Rules of Procedure.

All measures imposed shall be entered in the official record of the General Assembly.

NOTIFICATION OF SHAREHOLDERS

Article 19

Each shareholder shall have the right at the General Assembly to request information on matters related to the Company's operation, insofar as such information is necessary for the evaluation of the items on the agenda of the General Assembly.

The Management Bord of the Company shall be obliged to provide the notification referred to in the preceding paragraph of this Article of the Rules of Procedure in the manner and under the conditions prescribed by the provisions of the Act.

Article 20

The notification to the shareholder shall be provide in accordance with the principle of due diligence and professional accountability and may only be withheld in cases prescribed by the provisions of the Act.

A shareholder or their proxy to whom the notification has been withheld may request that the reason for the withholding be stated in the official record of the General Assembly.

VOTING AT THE GENERAL ASSEMBLY

Article 21

Upon the conclusion of the debate, the Chairman shall close the debate and put the proposed decision related to that agenda item to vote. If a shareholder submits a counterproposal to the published proposed decision, the Chairman shall decide on the order of voting on the proposals.

Voting shall be conducted by means of voting devices, voting ballots, or any other suitable method that ensures the unequivocal identification of the shareholder or their proxy.

Shareholders, or their proxies, shall vote on each decision by indicating "FOR" or "AGAINST" for each agenda item, except in cases where their voting rights are excluded with the provisions of the Act.

The votes of shareholders, or their proxies, who are "ABSTAINING" shall not be considered as valid votes.

OFFICIAL RECORD OF THE GENERAL ASSEMBLY

Article 22

An official record of the proceedings of the General Assembly shall be kept, drafted, and signed by a notary public in accordance with the provisions of the Act.

The official record, supporting documentation related to the proposed decisions, notices, lists, and the proxies from the General Assembly shall be stored in the Company's archives and kept permanently.

MEASURES IN THE EVENT OF A BREACH OF ORDER

Article 23

To maintain order at the General Assembly meeting, the Chairman may, within the scope of their authority, impose the following measures on the participants (shareholders, their proxies, the president and members of the Management Board, the president and the members of the Supervisory Bord, reporters, and other attendees):

  • warning issued to a participant who, by their conduct, breaches the provisions of the Rules of Procedures or deviates from the agenda items, while retaining the right to continue participating in the discussion;
  • warning with the withdrawal of the right to address the assembly issued to a participant who, after having been warned, fails to comply with the provisions of the Rules of Procedure or whose speech/discussion damages the reputation of the Company, its shareholders, representatives or other participants, and who abuse the time allocated for discussion or replies;

expulsion from the General Assembly meeting – issued to a participant who, by their conduct, severely disrupts the order of the meeting, thereby putting the continuation of the General Assembly session in jeopardy. The participant subject to this measure shall immediately leave the room where the meeting is being held.

TRANSITIONAL AND FINAL PROVISIONS

Article 24

The rules of Procedure shall be adopted by a majority of votes representing at least three-quarters (3/4) of the share capital represented at the General Assembly of the Company.

Amendments and supplements to these Rules of Procedure, as well as their authoritative interpretation shall be made by the General Assembly in the manner prescribed in the preceding paragraph of this Article of the Rules of Procedure.

Article 25

These Rules of Procedure shall enter into force and become effective on the date of their adoption and shall be published on the Company's website.

Zagreb, 20 January 2026

General Assembly Chairman

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