Ilirija d.d. — AGM Information 2017

May 5, 2017

ILIRIJA d.d. Biograd na Moru Company's Management Board

According to Article 277 of the Companies' Act ("Official Gazette" Number 152/11 consolidated text, 111/12, 68/13 and 110/15) and Article 7 of the Articles of Association of ILIRIJA d.d., Biograd na moru (hereinafter referred to as: Company), the Management Board has convened

EXTRAORDINARY GENERAL ASSEMBLY OF THE JOINT STOCK COMPANY ILIRIJA BIOGRAD NA MORU On 21st June 2017 at 09:00 hours

in the registered office of the Company, Biograd na moru Tina Ujevića 7.

The following agenda has been determined for the General Meeting

AGENDA

• 1. Opening of the General Meeting, determining the number of shareholders present or their proxies and the establishment of the quorum;
• 1. Making a decision on election of one member of the Supervisory Board of the Company;

DRAFT DECISIONS

Ad.2. According to the provision of Article 275, paragraph 1, section 1 and Article 280, paragraph 3 of the Companies' Act (Official Gazette Number 152/11-consolidated text, 111/12, 68/13 and 100/15) and Article 7 of the Articles of Association, ILIRIJA d.d., did upon the proposal of the Supervisory Board of the Company, at the meeting held on 21st June 2017 the General Assembly of the Company pass the

DECISION

ON THE ELECTION OF ONE MEMBER OF THE SUPERVISORY BOARD OF THE COMPANY

Article 1

The following person is elected a member of the Supervisory Board of Ilirija d.d.: - Goran Medić from Zadar, Ive Senjanina 12/c, Tax No. OIB:54770742757 ;

Article 2

The term of office of the member of the Supervisory Board of the Company referred to in Article 1 of this Decision is 4 (four) years from the date of taking decision on his election.

Article 3

This Decision comes into force on the date of taking it.

Article 4

The Management Board of the Company is authorized to take all actions required to have this Decision registered with the court registry of the Commercial Court in Zadar.

President of the General Assembly

CALL AND INSTRUCTIONS FOR SHAREHOLDERS FOR PARTICIPATION IN THE GENERAL MEETING

_________________

(hereinafter referred to as: Call, that is, Instructions)

• 1.) The entitlement to participation in the work of the General Meeting and exercising voting right (one share = one vote) is vested in each Company's shareholder, that notifies the Company about its participation in writing no later than six days prior to holding the General Meeting, that is, no later than 14th June 2017. The Company's shareholder is considered to be a legal and natural person that is as the shareholder registered with the Depository of the Central Clearing Depository Company Inc. (SKDD) on the last day for registration for the participation in the work of the General Meeting, that is, on 14th June 2017.
• 2.) The shareholders participate at the General Meeting in person or are represented by their proxies on the basis of a written power of attorney duly authenticated by a notary public.
• 3.) The application (in order to be valid) must include, and also must be accompanied by the following:

a) Shareholders – natural persons:

• first name and family name, place of residence, Tax No. OIB, number of account in SKDD and total number of shares

b) Shareholders – legal persons:

- company or name of a legal person, registered seat, Tax No. OIB, number of account in SKDD and total number of shares;

- copy of the excerpt from the court or any other registry on registration of persons authorized for representation of the legal person in the current year;

- power of attorney for representation by a proxy of a legal person if the legal person is not represented by a person

authorized for representation according to the legal provisions

c) Proxies of shareholders – natural persons:

- first name and family name, place of residence (address) and proxy's tax number OIB;

- list of shareholders represented by him, for each of them the number of account opened in SKDD and total number of shares of all represented shareholders are to be indicated;

- the application is to be accompanied by all individual powers of attorney of shareholders on prescribed form.

d) Proxies of shareholders – legal persons:

• company name or name of a legal person, registered seat and address and proxy's tax no. OIB;

• list of shareholders represented by him, for each of them the number of account opened in SKDD and total number of shares of all represented shareholders are to be indicated;

• the application is to be accompanied by individual powers of attorney of shareholders in written form, and if a shareholder is a legal person, the application is to be accompanied by an excerpt from court registry or any other registry with which the legal person is registered, or its copy, certified copy or any other public document which shows that the power of attorney has been signed by a person that is legally authorized to represent this legal person.

It is recommended that the form of application for participation at the General Meeting and powers of attorney should be used.

The application forms can be obtained in the registered office of the Company and they are also available on the website of the Company

www.ilirijabiograd.com

4.) The application for participation in the General Meeting and the powers of attorney and all attachments must be in the Croatian language, but if they are in a foreign language, they should be accompanied by a Croatian translation to be produced by a qualified court interpreter.

Shareholders, representatives and proxies of shareholders who do not fulfill their obligation of submitting a proper notice of participation in the work of the General Meeting in accordance with this call, shall not have the right to participate and to vote at the General Meeting of the Company.

• 5.) The applications for participation in the General Meeting shall be submitted directly to the Company at its headquarters in Biograd na Moru, Tina Ujevića 7 or are to be sent to the Company by registered mail to the address: Ilirija d.d., Tina Ujevića 7, 23210 Biograd na Moru;
• 6.) Applications for participation at the meeting of the General Assembly shall be considered timely submitted if they have been submitted or sent by ordinary mail at the post office to the Company no later than by 24:00 hours on 14th June 2017 according to these Instructions. The shareholders that failed to report their participation at the General Meeting properly in accordance with these Instructions or who failed to attach the relevant documents to the application form according to these Instructions shall not be entitled to participate in the General Meeting.
• 7.) For underage natural persons and persons without legal capacity or with limited legal capacity the application form is to be submitted by and such a person is represented by a legal representative who has to attach the original or a copy or certified copy of the document to the application form that shows his status of a legal representative.
• 8.) This decision and draft decisions that are proposed to the General Assembly by the Management Board and the Supervisory Board shall be published in the Official Gazette and on the website of the Court Registry, Zagreb Stock Exchange, HINA (The Croatian News Agency) and Ilirija d.d. and shall be submitted to HANFA (Croatian Financial Services Supervisory Agency).
• 9.) The shareholders who together hold shares in the amount of the twentieth part of the share capital of the Company may request in a written form that an item be placed on the agenda of the General Assembly. Such a request, together with an explanation and a draft decision must be received by the Company no later than 30 days before the date when the General Assembly is held, or on the closing date 22nd May 2017. The failure to observe the deadline results in non-valid disclosure of the proposed agenda items and they cannot be properly decided upon at the General Meeting.
• 10.) Each shareholder shall by stating his name and surname be authorized to submit his counterproposal supported by an explanation to the draft decision by the Management Board and the Supervisory Board by the agenda items and deliver it to the Company at least 14 days before the General Meeting is held or on the closing date 07th June 2017 to the address of the Company Tina Ujevića 7, 23210 Biograd na Moru. Failing to observe this deadline shall not result in deprivation of the right to submit counterproposals at the General Meeting.
• 11.) The Management Board shall at the General Meeting give every shareholder at his request, information about the affairs of the Company, if it is necessary to make judgment of the issues on the agenda.
• 12.) All materials relating to the agenda of the General Assembly will be available to the shareholders at the Company's headquarters every working day from 11.00 to 12.00 hours from the day of publication of this Decision in the Official Gazette.
• 13.) Participants are invited to come to the Management Board's Office of the Company one hour before the scheduled start of the General Meeting, in order to make the registration of the participants and deliver materials for participation in the work of the General Meeting. Voting at the General Meeting is done electronically.
• 14.) If at the meeting of the General Assembly convened on 21st June 2016 no quorum as specified in Article 8 of the Articles of Association is reached, the next meeting of the General Assembly will again be held on the same day at 17.00 hours at the same place and with the same agenda.

The public is excluded from the work of the General Meeting.

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