Jadran d.d. — M&A Activity 2018

Nov 13, 2018

JADRAN D.D. ISIN: HRJDRNRB0002 Security: JDRN-R-B

CROATIAN FINANCIAL SERVICES SUPERVISORY AGENCY Miramarska 24 b 10 000 Zagreb

ZAGREB STOCK EXCHANGE d.d. Ivana Lučića 2a 10 000 Zagreb

Croatian News Agency (HINA - OTS)

Subject: Notice of acceptance of the offer to purchase CLUB ADRIATIC d.o.o.

JADRAN d.d. Crikvenica, Bana Jelačića 16, Business Entity Reg. No. (MBS): 040000817, PIN (OIB): 56994999963 (hereinafter referred to as: Company), hereby gives notice that on November 6, 2018, the Restructuring and Sale Center (hereinafter referred to as: CERP), Zagreb, Ivana Lučića 6, passed the Decision to accept the Company's binding offer for the purchase of 3 shares in CLUB ADRIATIC d.o.o., Zagreb, Savska cesta 41/V, Business Entity Reg. No. (MBS): 080391811, PIN (OIB): 44661735229 (hereinafter referred to as: CLUB ADRIATIC d.o.o.), in the total nominal value of HRK 120,947,400.00, accounting for 100% of the share capital of that company, at a purchase price of HRK 50,500,000.00.

The full text of the notice issued by CERP is provided in the attachment hereto.

Jadran d.d.

Jadran d.d. for Hotel Management and Tourism, Bana Jelačića 16, HR-51260 Crikvenica | www.jadran-crikvenica.hr

Management Board: Phone: +385 (0)51 241 222 Fax: +385 (0)51 241 632 Email: uprava@jadrancrikvenica.hr

Marketing: Phone: +385 (0)51 241 970 Fax: +385 (0)51 241 975 Email: marketing@jadrancrikvenica.hr

Personal Identification Number (OIB): 56994999963 Privredna banka d.d. 2340009-1110722690 IBAN: HR4323400091110722690 SWIFT: PBZGHR2X

The share capital amounts to HRK 482,507,730.00 paid in full divided into 27,971,463 ordinary shares without a nominal amount. The Company is registered in the Court Register of the Commercial Court in Rijeka under MBS: 040000817. President of the Management Board: Goran Fabris, Member of the Management Board: Karlo Čulo, President of the Supervisory Board: Tomislav Kitonić

CERP Restructuring and Sale Center

CLASS: 943-06/18-02/76 REG. NO.: 360-03-0202/01-2018-18

Zagreb, November 12, 2018

JADRAN d.d. Bana Jelačića 16 51 260 CRIKVENICA

SUBJECT: CLUB ADRIATIC d.o.o., Zagreb

Hereby we deliver the following:

• Notice of the Decision of the Management Council of CERP to accept the Company's binding offer for the purchase of shares
• Agreement proposal

To Whom It May Concern

We hereby notify you that on November 6, 2018 the Management Council of the Restructuring and Sale Center (hereinafter referred to as: CERP) passed the Decision to accept the binding offer submitted by JADRAN d.d., Crikvenica, Bana Jelačića 16, Business Entity Reg. No. (MBS): 040000817, PIN (OIB): 56994999963 (hereinafter referred to as: Company), for the purchase of 3 shares in CLUB ADRIATIC d.o.o., Zagreb, Savska cesta 41/V, Business Entity Reg. No. (MBS): 080391811, PIN (OIB): 44661735229, in the total nominal value of HRK 120,947,400.00, accounting for 100% of the share capital of that company, held by the Republic of Croatia, at a purchase price of HRK 50,500,000.00.

Attached hereto we also deliver a proposal of the Share Purchase and Transfer Agreement prepared in accordance with the selected binding offer submitted to CERP on November 5, 2018, indicating that the relevant Share Purchase and Transfer Agreement must be made within the deadline of 15 days from the date of passing the Decision to accept the binding offer, i.e. no later than by November 21, 2018. If you agree with the agreement proposal, we propose that the Agreement be signed on November 19, 2018 at the offices of the Ministry of State Property, Dežmanova 10. The exact time for signing will be determined subsequently. We kindly ask that, once the exact time for signing the relevant Agreement is determined, your legal representative attends the signing.

If you have objections to the draft of the Agreement, we kindly ask that you submit the same to us via e-mail to the following addresses: ravnatelj@cerp.hr, sektor-prodaje@cerp.hr.

For consultation purposes, you can also contact us by phone on: 01 / 63 46 378.

Respectfully,

DIRECTOR Milan Plećaš

Attachment:

• as indicated in the text

To be delivered to:

• 1. Addressee
• 1. Archives, here

Address: Ivana Lučića 6, 10 000 Zagreb Phone: +385 1 6346 111 Fax: +385 1 6346 102 PIN (OIB): 38083028711 Commercial Account: HR60 239000 11 100775646 (HPB)

www.cerp.hr