Ilirija d.d. — AGM Information 2024

Sep 16, 2024

In Biograd na Moru, dated 16th September 2024

THE CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY MIRAMARSKA 24B 10 000 ZAGREB

Zagrebacka burza d.d. /Zagreb Stock Exchange plc./ Ivana Lučića 2a 10 000 ZAGREB

HINA Marulićev trg 16 10 000 ZAGREB

COMPANY'S WEBSITE

ISIN:HRILRARA0009 SECURITIES: ILRA-R-A LEI: 74780000V0GH8Q3K5K76 PRINCIPAL MEMBER STATE: Croatia QUOTATION: Službeno tržište Zagrebačke burze d.d. /Official Market of the Zagreb Stock Exchange plc./

Subject: Invitation to the General Assembly Meeting of Ilirija d.d. General Assembly

In accordance with the provisions of the Capital Market Act and the Zagreb Stock Exchange Rules, Ilirija d.d., Tina Ujevića 7, Biograd na Moru, Vat No, OIB: 05951496767, (hereinafter: the Company) hereby announces the Invitation to the Extraordinary General Assembly Meeting of the Company that will be held on 25th October 2024, beginning at 09:30 CET.

Invitation to the General Assembly Meeting of the Company with the agenda and proposed decisions is attached to this announcement.

Yours sincerely

ILIRIJA d.d i Ražnjević Manage men

ILIRIJA d.d. for hospitality and tourism, Time Ujevića 7, Biograd n/M, Commercial Court in Zadar, MBS: 060022302, Company No. 3311953, QIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR5824020061100097324. Share capital: EUR 30.420.000,00 paid in full. Number of issued shares: 2.413.488, with no par value. Management Board: G. Ražnjević, President of the Supervisory Board: G. Medić

According to Article 277 of the Companies' Act ("Official Gazette" Number 152/11-consolidated text, 111/12, 68/13, 110/15, 40/19, 34/22, 14/22, 18/23 and 130/23) 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 25th October 2024 (friday) at 09:30 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. Decision on dismissal and on the election of members of the Supervisory Board;

DRAFT DECISIONS OF THE GENERAL ASSEMBLY

Ad. 2; According to the provision of Article 275, paragraph 1, section and 280. paragraph 3, of the Companies' Act (Official Gazette Number 152/11-consolidated text, 111/12, 68/13, 110/15, 40/19, 34/22, 144/22, 18/23 and 130/23) and Article 7 of the Articles of Association of ILIRIJA d.d., at the proposal of the Supervisory Board of the Company, at the meeting held on 25th October 2024, the General Assembly of the Company takes the

DECISION

on dismissal and on the election of members of the Supervisory Board of ILIRIJA d.d.

Article 1

All members of the Supervisory Board are being dismissed in order to standardize the duration of the terms of office of all Supervisory Board members, namely:

• 1. GORAN MEDIĆ, Ive Senjanina 12 c, 23000 Zadar, OIB:54770742757, member (president) of the Supervisory Bord;
• 1. DAVOR TUDOROVIĆ, , Nevidane 33, 23264 Neviđane, Tax No. OIB:57784779717, member of the Supervisory Bord;
• 1. DAVID ANTHONY TUDOROVIĆ, Tina Ujevića 4, 23210 Biograd na Moru, Tax No. OIB: 89309724440, member (deputy president) of the Supervisory Bord,
• 1. DARKO PREBEŽAC, Rokov perivoj 1, 10 000 Zagreb, Tax No. OIB: 43070941768, member of the Supervisory Bord;
• 1. SINIŠA PETROVIĆ, Zvonamička 5 A, 10 000 Zagreb, Tax No. OIB: 69590126082, member of the Supervisory Bord;

ILIRIJA d.d. za ugostiteljstvo i turizam, Tina Ujevića 7, Biograd n/M, Trgovački sud u Zadu, MBS: 060032302, Matični broj: 3311953., OIB: 05951496767: račun: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR5824020061100097324. Temcljni kapital: 30.420.000,00 eura, uplaćen u cijelosti. Broj izdanih dionica: 2.413.488, bez nominalnog iznosa. Uprava: G. Ražnjević, Predsjednik Nadzornog odbora: G. Medić

Article 2

The following members are re-elected to the Supervisory Board of Ilirija d.d .:

• 1. GORAN MEDIĆ, entrepreneur, Ive Senjanina 12 c, 23000 Zadar, OIB:54770742757,
• 1. DAVOR TUDOROVIĆ, entrepreneur, Nevidane 33, 23264 Nevidane, Tax No. OIB:57784779717,
• 1. DAVID ANTHONY TUDOROVIC, Master of Econ. and Business, Tina Ujevića 4, 23210 Biograd na Moru, Tax No. OIB: 89309724440,
• 1. DARKO PREBEŽAC, Prof. PhD, Full Time Professor holding a permanent title at the Faculty of Economics and Business of the Zagreb University, Rokov perivoj 1, 10 000 Zagreb, Tax No. OIB: 43070941768,
• 1. SINIŠA PETROVIĆ, Prof. PhD, Full Time Professor at the Faculty of Law of the Zagreb University in Zagrebu, Zvonarnička 5 A, 10 000 Zagreb, Tax No. OIB: 69590126082,

Article 3

The term of office of the re-elected members of the Supervisory Board of the Company indicated in Article 2. of this Decision, begins to run on the day of adoption of this Decision and lasts for 4 (four) years.

Article 4

The Company's Management Board shall be responsible for taking all actions required to enter this decision into the court register of the Commercial Court in Zadar.

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 18th October 2024. 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 18th October 2024.
• 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;
    • a 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 in 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

ILIRIJA d.d. za ugostiteljstvo i turizam, Tina Ujevića 7, Biograd n/M, Trgovački sud u Zadnu, MBS: 060032302, Matični broj: 3311953, QIB: 05951496767; račun: ERSTE & STEIERMARKISCHE BANK d.d. – RIJEKA IBAN: HR582402006110097324. Temeljni kapital: 30.420.000,00 eura, uplaćen u cijelosti. Broj izdanih dionica: 2.413.488, bez nominalnog iznosa. Uprava: G. Ražnjević, Predsjednik Nadzornog odbora: G. Medić

Tel: Centrala ++385 23 383 165; Fax: ++385 23 384 564; Prodaja: ++385 23 383 556; sales@ilitijabiograd.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 General Meeting 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 18th October 2024 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 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 Meeting is held, or on the closing date 25th September 2024. 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 11th October 2024 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 the counterproposal 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 (Decision on dismissal and on the election of members of the Supervisory Board, etc) 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.

ILIRIJA d.d. za ugostiteljstvo i turizam, Tina Ujevića 7, Biograd n/M, Trgovački sud u Zadnu, MBS: 060032302, Matični broj: 331 PS3., OIB: 05951496767: račun: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR5824020061100097324. Temeljni kapital: 30.420.000,00 eura, uplaćen u cijelosti. Broj izdanih dionica: 2.413.488, bez nominalnog iznosa. Uprava: G. Ražnjević, Predsjednik Nadzornog odbora: G. Medić

13.)Participants are invited to come to the Management Board's Office of the Company one hour before the scheduled commencement 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 in proper time. Voting at the General Meeting is done electronically.

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

ILIRIJA d.d. Biograd na Moru

INFORMATION ABOUT CANDIDATES FOR SUPERVISORY BOARD MEMBERS supporting the decision on dismissal and election of the Supervisory Board members of Ilirija d.d. (hereinafter: the Company) proposed under the article 2 of the agenda of the extraordinary General Assembly scheduled for the 25th October 2024

1.) The following persons listed below are proposed again for election as members of the Supervisory Board of the Company:

Goran Medić

Mr. Goran Medić is the Chairman of the Supervisory Board of the Company and the Deputy Chairman of the Audit Committee. Mr. Medic was educated and gained professional experience in the USA. He is active in the fields of investment, investment management, and information technology, and for the past 25 years, he has been involved in the business development of Ilirija d.d. from the very beginning of the company's privatization. In addition, he has led mergers and acquisitions (M&A) of other companies and greenfield construction projects in the Republic of Croatia. Mr. Medić currently holds positions as Chairman of the Supervisory Board of a holding company in the Republic of Croatia, a board member of companies in Croatia and abroad (Switzerland), and a member of the Advisory Board of Reversing Labs Inc., USA. Mr. Medić attended all meetings of the Supervisory Board and its Committees during the previous term. Given Mr. Medic's expertise and experience, his active work in the Supervisory Board of Ilirija d.d., and his ability to make an effective contribution to the work of the Supervisory Board, it is proposed that Mr. Goran Medić be reappointed as a member of the Supervisory Board of Ilirija d.d.

David Anthony Tudorović

Mr. David Anthony Tudorovic has been deputy chairman of the Supervisory Bord of the Company and president of the Audit Committee. Mr. Tudorović is the CEO of a group of companies owned by the Tudorovic Family. The Group consists of the Tudorovic Group operating in Australia and Arsenal Holdings d.o.o. in Croatia. Tudorovic Group includes Property Development, Property investment and prawn fishing. Arsenal Holdings d.o.o. in Croatia owns a number of properties in northern Dalmatia and has stakes (59,21%) in Ilirija d.d. Prior to joining the family business Mr. David Tudorovic held various posts at KPMG in Sydney and Total Oil Ltd. in London. Mr. Tudorovic obtained a B.A. in Accountancy from the University of South Australia in 1987 and is a member of the Institute of Chartered Accountants. Specialties: Mr Tudorovic's experience includes financial audit, valuation, liquidation, project finance, and investment, as well as construction management and property development. Mr. Tudorovic is involved in a number of community and business organisations including Australian Croatian Chamber of Commerce and Croatian Sports Centre. Mr. Tudorović attended all Supervisory Bord meetings and Committee meetings in the previous mandate. Considering the expertise and experience of Mr. Tudorović, his previous active work in the Supervisory Board of Ilirija d.d. and the possibility to make an effective contribution to the work of the Supervisory Board, re-appointment of Mr. David Anthony Tudorović as a member of the Supervisory Board of Ilirija d.d. is proposed.

ILIRIJA d.d. za ugostiteljstvo i turizam, Tina Ujevića 7, Biograd n/M, Trgovački sud u Zadnu, MBS: 060022302, Matični broj: 3311953, OIB: 05951496767; račun: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR5824020061100097324. Temeljni kapital: 30.420.000,00 eura, uplaćen u cijelosti. Broj izdanih dionica: 2.413.488, bez nominalnog iznosa; Uprava: G. Ražnjević, Predsjednik Nadzornog odbora: G. Medić

Davor Tudorović

Mr. Davor Tudorovic has been member of the Supervisory Bord of the Company and at the same time owner of a Group of Companies in South Australia and Croatia. In Adelaide the Group consists of the Tudorovic Group operating in Australia and Arsenal Holdings d.o.o. in Croatia. Tudorovic Group includes Property Development, property investment and prawn fishing. Arsenal Holding d.o.o. in Croatia, owns a number of properties in northern Dalmatia and has stakes (59,21%) in Ilirija d.d. Mr. Tudorovic is also involved in and a foundation member of the Croatian Sports Center in Australia. Mr. Tudorović attended all but one of the Supervisory Bord meetings in the previous mandate. Considering the expertise and experience of Mr. Tudorović, his previous active work in the Supervisory Board of Ilirija d.d. and the possibility to make an effective contribution to the work of the Supervisory Board, re-appointment of Mr. Davor Tudorović as a member of the Supervisory Board of Ilirija d.d. is proposed.

Siniša Petrović

Mr. Siniša Petrović has been member of the Supervisory Bord of the Company. Mr. Petrović is a full tenured professor at the Faculty of Law, University of Zagreb. He engages in commercial law, corporate law, competition law and sports law. He is the author of over 130 scientific and professional papers, books and manuals. Among other things, he performed the functions of Vice President of the Competition Council, Advisor to the Prime Minister of the Republic of Croatia for European Law, President of the Supervisory Board of Ina d.d. and Croatia Airlines d.d.

Now, he is a Deputy President of the Supervisory Board of Atlantic Grupa d.d., and president of the public responsibility and corporate governance commitee. Mr. Petrović has no existing direct or indirect interest in the Company or any intereset in transactions that the Company has entered into. He attended all Supervisory Board meetings in the previous mandate. Considering the expertise and experience of Mr. Petrović, his previous active work in the Supervisory Board of Ilirija d.d. and the possibility to make an independent and effective contribution to the work of the Supervisory Board, re-appointment of Mr. Siniša Petrović as a member of the Supervisory Board of Ilirija d.d. is proposed.

Darko Prebežac

Mr. Darko Prebežac has been member of the Supervisory Bord of the Company and is also member of the Audit Committee. Mr. Prebežac is a full tenured professor at the Faculty of Economics and Business - Zagreb, who specialized in marketing management in tourism, transport policy in tourism and air transport management. His primary research interest is marketing management and consumer behavior in tourism, service quality, satisfaction and loyalty measurement, air transport management and transport policy in tourism. It particularly focuses on the role of government organizations, and major stakeholders, in tourism destination marketing and brand strategy in tourism. He is currently the President of the Science Council of the Faculty of Economics and Business - Zagreb, whose mission is to advise the management of the Faculty on how to increase scientific productivity, popularize economic science and foster the internationalization of scientific research. He is a visiting professor at reputable international universities, a respected advisor in his field and a member of reputable professional associations.

ILIRIJA d.d. za ugostiteljstvo i turizam, Tina Ujevića 7, Biograd n/M, Trgovački sud u Zadu, MBS: 060032302, Matični broj: 331 1953, OIB: 05951496767; račun: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR5824020061100097324. Temeljni kapital: 30.420.000,00 cura, uplaćen u cijelosti. Broj izdanih dionica: 2.413.488, bez nominalnog iznosa; Uprava: G. Ražnjević, Predsjednik Nadzornog odbora: G. Medić

He received the Annual State Award for Science of the Croatian Parliament for his internationally published scientific research. Before joining the academic community, he held the highest management positions in the leading air transport companies in Croatia and the region, and in the period from 2012-2016 he was also the president of the Supervisory Board of Hrvatska kontrola zračne plovidbe d.o.o. and Deputy President of the Supervisory Board of Croatia Airlines d.d. Mr. Prebežac has no existing direct or indirect in the Company or any intereset in transactions that the Company has entered into. He attended all Supervisory Bord meetings and Committee meetings in the previous mandate. Mr. Prebežac is proposed as an independent member of the Supervisory Board, given that he is not in a business or employment relationship with the Company. Considering the expertise and experience of Mr. Prebežac, his previous active work in the Supervisory Board of Ilirija d.d. and the possibility to make an independent and effective contribution to the work of the Supervisory Board, re-appointment of Mr. Darko Prebežac as a member of the Supervisory Board of Ilirija d.d. is proposed.