Ilirija d.d.

AGM Information • Feb 26, 2025

In Biograd na Moru, dated 26th February 2025.

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

Zagrebačka 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, llirija d.d., Tina Ujevića 7, Biograd na Moru, Vat No, OIB: 05951496767, (hereinafter: the Company) hereby announces the Invitation to the General Assembly Meeting of the Company that will be held on 23th April 2025, 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. Management Board: Goran Ražnjević I.IRIJA dioničko društvo za ugostiteljstvo i turizon ugostitelijstoo i taring 2

d.d. for hospitality and times in Aligeral The Comments Court in Parks. 0603.300, Company No. 1311953.
OIB: 05951467: Account: ERSTE & STEIFERAARK L. – RITSKA TRAS: 110.0 ILIRIJA d.d. for hospitality and tourism, Tina Ujevića 7, Biograd n/M, Commercial Court in Management Board: G. Ražnjević, Rresident 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, 114/22, 18/23, 130/23 and 136/24) 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

ORDINARY GENERAL ASSEMBLY OF THE JOINT STOCK COMPANY ILIRIJA BIOGRAD NA MORU on 23rd April 2025 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. The following reports are taken note of:
  2. 2.1. Annual report of the Company for the year 2024 consists of:
  3. Annual financial statements of the Company for the year 2024 (non-consolidated) statement of financial position (balance sheet), profit and loss account, comprehensive income statement of cash flow, statement of changes in equity and notes to the financial statements,
  4. Statement of applying the Corporate Governance Code;
  5. Management Representation Letter / Annual Management's report on the position in the Company;
  6. Statements made by responsible persons of the Company.
  7. Reports by the Company's auditor for the year 2024;
  8. 2.2. Report by the Company's Supervisory Board on performed supervision of conducting the Company's business in the year 2024,

2.3. Management Board's Report on acquisition of equity shares in 2024,

• 1. Report on Remuneration received by members of the Supervisory board and Management board for the year 2024;
• 1. Decision on use of profit of Ilirija d.d. for the fiscal year 2024;
• 1. Decision on the distribution of the dividend;
• 1. Giving remuneration to the Company's Management Board for the fiscal year 2024;
• 1. Giving remuneration to the members of the Supervisory Board for the fiscal year 2024;
• 1. Appointment of the Company's auditor for the year 2025. and 2026 .;

II.IRIJA d.d. for hospitality and tourism, Tina Ujevića 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No: 3311953, OIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d - RJEKA 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

Tel: Centrala ++385 23 383 165; Fax: ++385 23 384 564; Prodaja: ++385 23 383 556; sales@lifrjabiograd.com

DRAFT DECISIONS

According to the provision of Article 280, paragraph 3 of the Companies' Act (Official Gazette No .: 152/11-consolidated text 11/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23 and 136/24) the Management Board and Supervisory Board of the Company propose that the General Assembly should take the following decisions:

Ad. 2; The Reports referred to in item 2. of Agenda has been taken note of.

Ad. 3. According to the provisions of Article 275, paragraph 1, section 3 of the Companies' Act (Official Gazette, No. 152/11-consolidated text, 111/12, 68/13, 110/15 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24) at the proposal of the Management Board and the Supervisory Board of the Company, the General Assembly of the Company did at the session held on 23rd April, 2025 take the:

DECISION

on granting the approval to the Report on Remuneration received by members of the Supervisory board and Management board for the year 2024

Article 1

The Report on Remuneration received by members of the Supervisory board and Management board for the year 2024 is approved along with the Independent Auditor's Report publicized as an attachment to the call for the General Assembly session and constitutes an integral part of this Decision.

Article 2

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

Ad.4. According to the provision of Article 220 and 275, paragraph 1, section 2 of the Companies' Act (Official Gazette Number 152/11-consolidated text, 11/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24) and Articles of Association of ILIRIJA d.d., at the proposal of the Management Board and Supervisory Board of the Company, at the meeting held on 23th April 2025, the General Assembly of the Company takes the

DECISION

on use of profit of Ilirija d.d. for the fiscal year 2024

Article 1

The profit generated in the fiscal year 2024 after the taxation in the amount of EUR 3.576.074,33 is allocated in the following way:

• EUR 1.655.334,33 to retained profit;

• EUR 1.920.740,00 for profit distribution;

Article 2

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

ILIRIJA d.d. for hospitality and tourism, Tina Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 06002302, Company No. 3311953, OIB: 05951496767: Account: ERSTE & STEIERMARKISCHE BANK d.d. - RJEKA IBAN: HR5824020061100097324. Share capital: EUR 30.420.000,00 paid in full. Number of issued shares: 2.413.488, with no par value. agement Board; G. Ražnjević, President of the Supervisory Board; G.Medić

Ad.5. According to the provision of Article 220 and 275, paragraph 1, section 2 of the Companies' Act (Official Gazette Number 152/11-consolidated text, 11/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24) and Article 7 of the Articles of Association of ILIRIJA d.d., at the proposal of the Management Board and Supervisory Board of the Company, at the meeting held on 23d April 2025, the General Assembly of the Company takes the

DECISION on distribution of the dividend

Article 1

The dividend in the total amount of EUR 1.920.740,00 shall be distributed to the Company's shareholders.

The dividend shall be distributed from the profit for the year 2024.

The dividend per one share is EUR 0,80 (zero Euros and eighty cents).

Article 2

The dividend referred to in Article 1 of this Decision shall be distributed to the shareholders registered in the Depository of the Central Clearing Depository Company Inc. (SKDD) on 30th April 2025 (record date).

The date on which the share of the company Ilirija d.d. will be traded in without a right to distribution of the dividend is 29th April 2025 (ex date).

The claim for the dividend distribution falls due on 22nd May 2025 (payment date).

Article 3

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

Ad.6. According to the provision of Article 275, paragraph 1, section 4 and Article 276, paragraph 1, of the Companies' Act (Official Gazette, No. 152/11- consolidated text, 11/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24), upon proposal of the Management Board and Supervisory Board of the Company, at the meeting held on 23d April 2025, the General Assembly of the Company takes the

DECISION

on giving remuneration to the Company's Management Board for the fiscal year 2024

Article 1

The remuneration is given to the Goran Ražnjević, the only member of the Management Board of the Company.

Article 2

By giving remuneration, the General Assembly approves the work of the Management Board on managing the business operations of the Company in the year 2024.

ILIRIJA d.d. for hospitality and tourism. Tina Ujevića 7. Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No. 3311953. OIB: 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

Article 3

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

Ad. 7. According to the provision of Article 275, paragraph 1, section 4 and Article 276, paragraph 1, of the Companies' Act (Official Gazette, No. 152/11- consolidated text, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24), upon proposal of the Management Board and Supervisory Board of the Company, at the meeting held on 23th April 2025, the General Assembly of the Company takes the

DECISION

on giving remuneration to the Supervisory Board of the Company for the fiscal year 2024

Article 1

Remuneration is given to the Supervisory Board of ILIRIJA d.d., namely to the following persons:

Goran Medić, President of the Supervisory Board of the Company; David Tudorović, Deputy President of the Supervisory Board; Davor Tudorović, Member of the Supervisory Board of the Company; Darko Prebežec, Member of the Supervisory Board of the Company; Siniša Petrović, Member of the Supervisory Board of the Company.

Article 2

By giving the remuneration, the General Assembly approves of the Supervisory Board for the supervision of the Company's operations for the year 2024.

Article 3

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

Ad. 8. According to the provision of Article 275, paragraph 1, section 4 of the Companies' Act (Official Gazette, No. 152/11- consolidated text, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24) and Article 41, paragraph 1 of the Audit Act (Official Gazette, No. 127/17, 27/24, 85/24 and 145/24) upon the proposal of the Supervisory Board, at the meeting held on 23th April 2025, the General Assembly of the Company takes the

DECISION

on appointment of the auditor for the year 2025. and 2026.

Article 1

The chartered audit company "UHY RUDAN d.o.o.", Ilica 213, Zagreb, Tax Number OlB: 71799539000, is appointed to perform audit for the year 2025. and 2026.

Article 2

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

ILIRIJA d.d. for hospitality and tourism, Tina Ujevića 7, Biograd nM, Commercial Court in Zadar, MBS: 060032302, Company No. 3311953, OIB: 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

Tel: Centrala ++385 23 383 165; Fax: ++385 23 384 564; Prodaja: ++385 23 383 556; sales@ilirijabiograd.com

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 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 16th April 2025., in which deadline is the date of receipt of the application by the Company excluded from the calculation. 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 16th April 2025.
• 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 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 Companywww.ilirijabiograd.com

4.) The application for participation in the General Meeting and 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.

ILIRIJA d.d. for hospitality and tourism, Tina Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No. 3311953, OIB: 05951496767: Account: ERSTE & STEIERMARKISCHE BANK d.d - RJEKA 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. Ražnjović, President of the Supervisory Board: G.Medić

• Tel: Centrala ++385 23 383 165; Fax: ++385 23 384 564; Prodaja: ++385 23 383 556; sales@ilitijabiograd.com
  • 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 Company by registered mail to the address: Ilirija d.d., Tina Ujevića 7, 23210 Biograd na Moru;
  • 6.) Applications for participation in the General Assembly shall be deemed timely if, in accordance with these instructions, they are either submitted in person or sent by registered mail and received at the Company's address no later than 24:00 on April 16, 2025. 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 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 share capital of the Company may request in a written form that an item be placed on the General Assembly. Such a request, together with an explanation and a draft decision must be received by the Company no later than 24 days before the date when the General Meeting is held. This period does not include the day the request is received at the Company. 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, to the address of the Company Tina Ujevića 7, 23210 Biograd na Moru. The date counterproposal is received at the Company is not counted in the 14-day deadline. 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 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.
  • 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

RIJA dioničko društvo
ugostiteljstvo i turizam ugostuelysto Moru 2

ILIRIJA d.d. for hospitality and tourism, Tina Ujevića 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, OIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d. - RUEKA IBAN: HR5824020061200097334 Share capital: EUR 30.420.000,00 paid in full. Number of issued shares: 2.413.488, with no pa Management Board: G. Ražnjević, President of the Supervisory Board: G.Medic

T +385 1 3906 374 E info@uhy.rudan.hr

uhyincroatia.com

INDEPENDENT LIMITED ASSURANCE REPORT ON REMUNERATION REPORT FOR THE YEAR 2024

To the Management board and Supervisory board of Ilirija d.d.

Subject of examination

Based on the provisions of Article 272r, paragraph 3 of the Companies Act, and the contract concluded with the company lirija d.d. (Company) we performed an engagement expressing a limited assurance on the attached Remuneration Report for the year ended 31 December 2024 ("Remuneration Report") prepared by the Company's Management board and Supervisory board.

Our limited assurance engagement, referes to the examination as to the Remuneration Report contains information in accordance with Article 272r paragraphs 1 and 2 of the Companies Act.

Applicable Criteria

The applicable criteria for determining the individuals who will be included in the Remuneration Report and the requirements related to the publication of their receipts are contained in the provisions of Article 272.r paragraphs 1 and 2 of the Companies Act.

Inherent limitations

In the case of additional information or data provided to us, or in the case of misleading oral or written statements or explanations, our findings, interpretations or conclusions in our independent limited assurance report may be incomplete or may result in the need for additional procedures not included in the scope of this engagement.

Special purpose and distribution restriction

Our report is intended solely for the Company's Management board and Supervisory board for the purpose of reporting on the Remuneration Report prepared by the Company for the year ended 31 December 2024 in accordance with Article 272r of the Companies Act.

Based on the procedures performed and described below, this is limited assurance report, and its purpose is not, nor does it represent, a legal opinion on compliance with Article 272. r of the Companies Act.

To the fullest extent permitted by law, we do not accept responsibility and do not agree to any obligations to any party other than the Company's Management board and Supervisory board, in connection with our work or this independent limited assurance report or the conclusions we have reached.

Audit | Tax | Consulting

Registered at Commercial court in Zagreb under MBS 08006795, PlN 71799539000
Management Board: Dragan Rudan, M. Sc. and Vedrana Miletić; Share capital 132.640,00 EUR paid in Bank account: Istarska kreditna banka Umag d.d., IBAN: HR80 2380 0061 1800 0023 2; BIC: ISKBHR2X

UHY RUDAN d.o.o. is an independent member of the international UHY network of independent accounting and consulting firms. The UHY network is a member of the Forum of Firms

T +385 1 3906 374 E info@uhy.rudan.hr

uhyincroatia.com

Management board and Supervisory board Responsibilities

The Company's Management board and Supervisory board are responsible for:

• · preparing the Remuneration Report for the year 2024 in accordance with the disclosure requirements of Article 272r, paragraphs 1 and 2 of the Companies Act,
• · identifying 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 as well as making judgments and estimates that are reasonable in relation to the data disclosed in the Remuneration Report,
• · measurement of remunerations for the year ended 31 December 2024 in accordance with the provisions of Article 272r, paragraphs 1 and 2 of the Companies Act, and
• · publishing the Remuneration Report on the Company's website in accordance with the provisions of Article 272r, paragraph 4 of the Companies Act.

The Company's Management board and Supervisory board are responsible for the design, implementation and maintenance of the internal control system which reasonably ensures that the previously described data do not contain material errors, whether due to fraud or error. In addition, the Company's Management board and Supervisory board are responsible for ensuring that the documentation provided to us is complete and accurate.

Our Responsibilities

It is our responsibility to issue a report on the Remuneration Report in accordance with the requirements of Article 272.r paragraph 3 of the Companies Act. We have performed an assurance engagement in accordance with International Standards for Assurance Engagements (ISAE) 3000 (Revised) - Engagements to perform assurance engagements other than audits or reviews of historical financial information.

Applicable quality management requirements

We apply the International Standard on Quality Management (ISQM) 1 and, accordingly, we ensure design, implementation and operation functioning of the quality management system, including policies and procedures related to compliance with ethical requirements, professional standards, and applicable legal and regulatory requirements.

Audit | Tax | Consulting

Registered at Commercial court in Zagreb under MBS 080006795, PIN 71799539000 Management Board: Dragan Rudan, M. Sc. and Vedrana Miletić; Share capital 132.640,00 EUR paid in full; Bank account: Istarska kreditna banka Umag d.d., IBAN: HR80 2380 0061 1800 0023 2; BIC: ISKBHR2X

UHY RUDAN d.o.o. is an independent member of the international UHY network of independent accounting and consulting firms. The UHY network is a member of the Forum of Firms.

T +385 1 3906 374 E info@uhy.rudan.hr

uhvincroatia.com

Compliance with requirements of independence and other ethical requirements

We have complied with the requirements of independence and other ethical requirements of the Code of Ethics for Professional Accountants, including International Independence Standards issued by the International Ethics Standards Board for Accountants (IESBA), which are based on fundamental principles of integrity, objectivity, professional competence and due diligence, confidentiality and professional behaviour.

Summary of work performed

In respect of the subject matter, we have performed the following procedures:

• · inquired members of the Management board and Supervisory board and other persons within the Company, to gain understanding of remuneration policies and the process applied in preparing the Remuneration Report;
• · received from the Company a list of all members of the Company's Management board and Supervisory board during 2024 and checked whether their remunerations are disclosed in the Remuneration Report;
• 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 2024;
• · reviewed, on a sample basis, the relevant documentation of the Company (contracts and payments) related to the remuneration data presented in the Remuneration Report; and
• · checked whether the Remuneration Report contains all the data required by the provisions of Article 272r, paragraphs 1 and 2 of the Companies Act.

The nature and extent of our procedures were determined based on our risk assessment and our professional judgment in order to obtain limited assurance.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement 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 our limited conclusion.

Audit | Tax | Consulting

Registered at Commercial court in Zagreb under MBS 08006795, PM 71799539000
Management Board: Dragan Rudan, M. Sc. and Vedrana Miletić; Share capital 132.640,00 EUR paid in f Bank account: Istarska kreditna banka Umag d.d., IBAN: HR80 2380 0061 1800 0023 2; BIC: ISKBHR2X

UHY RUDAN d.o.o. is an independent member of the international UHY network of independent accounting and consulting firms. The UHY network is a member of the Forum of Firms

T +385 1 3906 374 E info@uhy.rudan.hr

uhyincroatia.com

Limited assurance conclusion

Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that Remuneration Report for the year ended 2024 prepared by Ilirija d.d. does not contain data, in all material respects, in accordance with the Article 272r, paragraphs 1 and 2 of the Companies Act.

AN d.o.o.

savjetovanje i reviziju savjetovanje i reviziju savjetovanje i z

za porezno savjetovanje z 213

In Zagreb, 20th February 2025

UHY RUDAN d.o.o. for tax consulting and audit llica 213 10 000 Zagreb Republic of Croatia

mr.sc. Dragan Rudan

Direktor i ovlašteni revizor

Attachment: Remuneration Report for 2024

Audit | Tax | Consulting

Registered at Commercial court in Zagreb under MBS 08006795, PNN 7179539000
Management Board: Dragan Rudan, M. Sc. and Vedrana Miletić; Share capital 132.640,00 EUR paid in Bank account: Istarska kreditna banka Umag d.d., IBAN: HR80 2380 0061 1800 0023 2; BIC: ISKBHR2X

UHY RUDAN d.o.o. is an independent member of the international UHY network of independent accounting and consulting firms. The UHY network is a member of the Forum of Firms

Tel: Centrala ++385 23 383 165; Fax: ++385 23 384 564; Prodaja: ++385 23 383 556; sales@ilirijabiograd.com; www.ilirijabiograd.com

REPORT ON REMUNERATION RECEIVED BY MEMBERS OF THE SUPERVISORY BOARD AND MANAGEMENT BOARD FOR THE YEAR 2024 WITH AUDITOR'S REPORT

ILIRIJA d.d. for hospitality and tourism, Tina Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No.: 3311953, OIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR582402006110097324. 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 272.r of the Companies' Act and articles of Corporate Governance Code of the Zagreb Stock Exchange and HANFA (The Croatian Financial Services Supervisory Agency), The Management Board and The Supervisory Board of ILIRIJA d.d. (hereinafter referred to as "Company") submit the below Report to the General Assembly

REPORT ON REMUNERATION RECEIVED BY MEMBERS OF THE SUPERVISORY BOARD AND MANAGEMENT BOARD FOR THE YEAR 2023

Remuneration received by Members of the Supervisory Board

The Supervisory Board of the Company was constituted on 22m December, 1995 and has five (5) members elected for a term of 4 (four) years. The Supervisory Board as of 31* December, 2024 were: Goran Medic (President) a term of office pending since 21* June 2021., David Anthony Tudorović (Deputy President), Davor Tudorović, Siniša Petrović and Darko Prebežac-terms of office pending since 18th December 2021. By the decision of the Extraordinary General Assembly of the Company on October 25, 2024, they have been re-elected for a term of four years.

Extraordinary General Assembly of the Company held on 24 th September 2021, adopted the Decision on remuneration for the members of the Supervisory Board, which was amended at the Regular General Assembly on April 21, 2023, by a decision amending the decision on remuneration of the Supervisory Board, stipulating that each member of the Supervisory Board is entitled to a fixed monthly remuneration for their work in the Supervisory Board in the net amount of €1,350.00.

The Members of the Supervisory Board are entitled to the remuneration from the day of their appointment to this position until the day of dismissal from this position. If a member of the Supervisory Board has been a member of the Supervisory Board for a part of the fiscal year, helshe is entitled to the remuneration in proportion to time spent in performing the duty ("pro rata temporis").

Each member of the Supervisory Board may, while performing the duty in the Supervisory Board, be a member of the Supervisory Board Committee (e.g. Audit Committee) and based on membership in the Supervisory Board Committee be entitled to additional remuneration/reward for membership in one of the Committees.

Members of the Supervisory Board who are also members of the Audit Committee are Mr. David Tudorović (president), Mr. Goran Medić (member) and Mr. Darko Prebežac (member). By the decision of the Supervisory Board of the Company, which is in force from November 1, 2022. the monthly net remuneration for the work of members of the Audit Committee was determined in the amount of 1.327,23 Euros for the Chairman of the Audit Committee and 663,61 euros for the other members of the Audit Committee.

The Supervisory Board Members are entitled to reimbursement of all business-related reasonable and documented expenses incurred in connection with participation in the meeting of the Supervisory Board of the Supervisory Board.

ILIRIJA d.d. for hospitality and tourism, Tina Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No.: 3311953, OIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d. - RIJEKA IBAN: HR582402006110097324. 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

The Members of the Supervisory Board who are also employees of the Company (Goran Medic, David Tudorović, Davor Tudorović) in addition to the remuneration determined by this Decision on remuneration for the members of the Supervisory Board, are also entitled to the remuneration in accordance with the valid Employment Contract.

Taxes and contributions on the remuneration of the Supervisory Board Members are calculated and paid by the Company in accordance with applicable tax regulations.

In determining the model of remuners of the Supervisory Board, the practices of the local and regional companies in the tourism sector and other relevant factors such as economic conditions, business operations and position of the Company, duration of their engagement and work performed for the Company were taken into account.

Consequently, in 2024, the members of the Supervisory Board were paid remuneration in the following gross I amounts:

Member of the Supervisory Board (Amount in EUR)	Remuneration for the work in the Supervisory Board	Fixed base salary	Variable part of the salary	Total
Goran Medic (employee)"	33.560.30	85.175.97	102.527,32	221.263.59
David Tudorović (employee) **	44.620,56	126.895,40	50.558,08	222.074.04
Davor Tudorović 大大大 (employee)	21.922,89	54.150,00	4.112.74	80.185.63
Siniša Petrović	25.327.08	0.00	0.00	25.327.08
Darko Prebežac ****	35.141.79	0.00	0.00	35.141,79

*In addition to the remuneration for the Supervisory Board, a monthly remuneration for the work in the amount of Eur 663,61 net was calculated and pariable compensation in accordance with the employment contract.

** n addition to the remuneration for the Supervisory Board, a monthly remuneration for work in the Audit Committee was calculated and paid in the amount of Eur 1.327,23, and a variable compensation in accordance with the employment contract. *** The variable compensation in accordance with the employment contract.

***In addition to the remuneration for the Supervisory Board, a monthly remuneration for the work in the Audit Committee in the amount of Eur 663,61 net was calculated and paid out ..

Members of the Supervisory Board neither exercise the right to a part of the remuneration in the Company's shares nor are there delays in the remuneration or a part of the members of the Supervisory Board. The Members of the Supervisory Board are not entitled to severance pay.

The report on the remuneration of members of the Supervisory Board for the year 2024 was prepared in accordance with the relevant legal provisions, the Corporate Governance Code of the Zagreb Stock Exchange and HANFA.

Apart from the above payments, the Company made no other payments. Apart from the above mentioned, the Company granted no loans or advances to the members of the Supervisory Board.

ILIRIA d.d. for hospitality and tourism, Tina Uievića 7. Biograd n/M. Commercial Court in Zadar, MBS: 060032302. Company No.; 3311953. OIB: 05951496767: Account: ERSTE & STEIERMARKISCHE BANK d.d - RUEKA 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. Ražniević. President of the Supervisory Board: G. Medić

ww.ilirijabiograd.c

The Company has not given any gifts or benefits of significant value to the members of the Supervisory Board. The Company finds that the remuners of the members of the Supervisory Board adequately corresponds to their engagement, tasks and duties performed in the Supervisory Board and the commissions established by it.

Remuneration received by the Members of the Management Board

The Management Board of Ilirija d.d. consists of one member. Mr. Goran Ražnjević was appointed by the decision of the Supervisory Board of the Company on 18th June, 2020 as the sole member of the Management Board for a term of 5 years, which is also his fifth consecutive term of office.

Pursuant to Article 247.a of the Companies' Act ("ZTD"), the Supervisory Board of the Company adopted the Remuneration Policy at its session on 28th April 2020, which sets out the remuneration of the President of the Management Board as the sole member of the Management Board (hereinafter referred to as: Remuneration Policy). The remuneration policy applies as of 10th August, 2020 when it was approved by the General Assembly of the Company and by the decision of the General Assembly of the Company on April 26, 2024, the current remuneration policy was confirmed, and its validity was extended for the next four years, all in accordance with Article 276a, Paragraph 1 of the Companies Act.

The remuneration of the President of the Management Board consists of the following parts:

• · A fixed part of the remuneration that is not performance-dependant, and
• · Variable part of the remuneration based on the fulfillment of financial annual and multiannual performance criteria.

Fixed parts of the remuneration

The fixed part of the remuneration consists of a base salary and a salary in kind.

The base salary is paid out twelve times a year. In determining the base salary, various factors were taken into account, primarily that this part of the salary is paid for accepting the President of the Management Board and the related overall responsibility of the President of the Management Board. In addition, the amount of such remuneration is determined according to the remuneration of management board members that are common in the market in some other successful tourism companies whose shares are listed on the regulated market.

Salary in kind includes the entitlement to use the company car for private purposes. The Company provided the President of the Management Board with a personal vehicle of a higher middle class that can be used for private purposes as well.

Variable parts of the remuneration

The President of the Management Board is entitled to a variable part of the remuneration, which depends on both the economic development of the Company and the accomplishment of the agreed goals.

ILIRIJA d.d. for hospitality and tourism, Tina Ujevića 7, Biograd u/M, Commercial Court in Zadar, MBS: 060032302, Company No.: 3311953, OIB: 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

The variable part of the remuneration ranges from 1.0% to 1.6% of the realized amount of EBITDA, and is limited to a maximum of 100% of the gross amount of the base salary as a component of the remuneration on an annual basis, assuming that the planned business goals are achieved.

The variable part of the remuneration is paid out, as a rule, once a year in accordance with the decision of the Supervisory Board. However, the Supervisory Board may decide that the variable part of the remuneration be paid on an one off basis for a maximum of the past three fiscal years.

In 2024, payment of the variable part of the remuneration was made to the Management Board.

According to the long-term Business Cooperation Agreement concluded with the Company, the President of the Management Board has provided a diffuse hotel Ražnjevića Dvori with the surrounding land, categorized according to the decision of the State Administration Bureau as a 4-star diffuse hotel. which is in his private ownership to the company llirija d.d. for commercial use and disposal and according to the said Agreement, he is entitled to payment of a monthly fee from the Company in the amount of EUR 3.000,00 net.

Consequently, in 2024, the Member of the Management Board was paid the remuneration in the following gross I amount.

Member of the Management Board Amounts in EUR)	Fixed part	9/0	Variable part	9/0	Receipts from property rental	9/0	Total	0/0
Goran Ražnjević	146.750.16	30%	302.648.04	62%	39.024.00	8%	488.422.20	100%

*The variable compensation paid in 2024 relates to bonuses performance in previous years.

The amount of remuneration for the Management Board stipulated by the Remuneration Policy ensures that the total remuneration to be received by the Management Board be adequate to the position he holds in the Company and to the remuneration payable in comparable companies, stimulating for the conduct aimed at sustainable development of the Company's business strategy, longterm development and interest. Remunerations are, accordingly, adequate to the total responsibility of the Management Board related to the tasks and responsibilities of the Management Board, thereby also considering the length of employment, acceptance of the sole member of the Management Board, i.e. the function of the President of the Management Board.

The remunerations of the President of the Management Board stipulated by the Remuneration Policy should allow the Company to find and retain a capable President of the Management Board and be a good balance between the variable and fixed remuneration.

In order to ensure an appropriate ratio of the remuneration received by the President of the Management Board to the remuneration received by the employees and working conditions in the remuneration policy sipulates that the monthly base (fixed) salary of the Management Board should not exceed ten times the average monthly base salary of the Company's employees, calculated on the basis of full working time of the employees employed in the Company.

ILIRIJA d.d. for hospitality and tourism, Tina Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 060032302, Company No.: 3311953, OIB: 05951496767; Account: ERSTE & STEIERMARKISCHE BANK d.d - RIJEKA IBAN: HR5824020061100997324. 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

The following tables show the average remuneration paid out to all employees in gross 1 amount. These amounts include a fixed and variable part of the salary, payments in kind and other material benefits of employees arising from the employment, divided by an average number of employees working full time.

Average remuneration per employee - Gross 1 (in EUR)	2024	2023	2022	2021	2020
Annual remuneration	20.104.71	18.298.80	14.141.74	13.511.93	12.536.67

ILIRIJA d.d. (in EUR)

	2024	2023	2022	2021	2020
Revenues			30.685.992.57 28.286.740.07 23.778.484,20 17.895.156,96		12.972.030.50
Net profit (loss)			3.576.074.33 3.279.530,22 3.117.753,76 2.942.793,29		135.626.72

The remuneration policy stipulates no allocation of shares and/or options on shares to the President of the Management Board.

The company did not request a refund of the variable part of the salary.

The Company did not waive the Remuneration Policy adopted by the Supervisory Board and determined by the General Assembly.

The President of the Management Board has not received any payments or commitments for payments from any third party in connection with the work he has performed as a member of the Management Board during the previous fiscal year.

In case of cancellation of the contract due to the term for which it was concluded, and in case that the Company offers no new contract to the President of the Management Board or in case that such a new contract is turned down by the Management Board or in case of the termination of the contract by the Company not attributable to the misconduct of the President of the Management Board, the Company shall pay him a severance pay sum up to a maximum of his 12 base salaries. The stated amount makes up for the gross amount of severance pay and is reduced by all prescribed taxes and contributions from the salary.

This report on the remuneration of members of the Management Board for the year 2024 was prepared in accordance with the Company's Remuneration Policy, relevant legal provisions, the Corporate Governance Code of the Zagreb Stock Exchange and HANFA. The report on remuneration for the year 2024 will be submitted to the General Assembly for approval to be held in 2025.

In Biograd na Moru, dated 03rd February 2025. No:15/2025-2

ILIRIJA d.d. Goran Ražnjević President/of the Management Board m FRIJA dionacks construc

Gofan Medić, President of the Supervisory Board

ugostitelistico i turizan Score World, Tha Ujevica 7, Biograd n/M, Commercial Court in Zadar, MBS: 08032302, Company No: 3311953, J
STER: Assount: FRSTF, & STEIFERMARKISCHE RANK d d . . RUEKA IRAN: 41 ILIRIJA 84 ccount: 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