Podravka d.d. — Governance Information 2015

Feb 16, 2015

KODEKS KORPORATIVNOG UPRAVLJANJA GODIŠNJI UPITNIK

MAIN COMPANY INFORMATION:

CONTACT PERSON AND CONTACT PHONE: Branka Perković, +38548651441 DATE OF QUESTIONAIRE COMPLETE: 21,01,2015

All the questions contained in this questionnaire relate to the period of one bussines to which annual financial statements also relate.

If question in questionnaire ask for explanation, it is needed to explain answer.

All answers in questionnaire will be measured in percentage as explained in the beggining of each chapter.

COMPANY HARMONIZATION TO THE PRINCIPLES OF CORPORATE GOVERNANCE CODE

Answers to this questionnaire chapter will be valued with max. 20% of whole questionnaire valuation of company harmonization to the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Exsplanation
1	Did the Company accept the application of the Corporate Governance Code or did it accept its own policy of corporate governance?	YES
2	Does the Company have adopted principles of corporate governance within its internal policies?	YES
3	Does the Company announce within its annual financial reports the compliance with the principles of ' comply or explain'	YES
4	Does the Company take into account the interest of all shareholders in accordance with the principles of Corporate Governance Code while making decisions?	YES

Podravka d.d., Ante Starčevića 32, Koprivnica, PIN: 18928523252

SHAREHOLDERS AND GENERAL MEETING

Answers to this questionnaire chapter will be valued with max. 30% of whole questionnaire valuation of company harmonization to the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Exsplanation
5	Is the company in a cross-shareholding relationship with another company or other companies? (If not, explain)	NO
6	Does each share of the company have one voting right? (If not, explain)	YES
7	Does the company treat all shareholders equally? (If not, explain)	YES
8	Has the procedure for issuing power of attorney for voting at the general assembly been fully simplified and free of any strict formal requirements? (If not, explain)	YES
9	Has the company ensured that the shareholders of the company who, for whatever reason, are not able to vote at the assembly in person, have proxies who are obliged to vote in accordance with instructions received from the shareholders, with no extra costs for those shareholders? (If not, explain)	NO	Shareholders, who are not able to vote at the assembly in person, by themselves, acting at their own discretion, determine proxies who are obliged to vote in accordance with instructions received from the shareholders.
10	Did the management or Management Board of the company, when convening the assembly, set the date for defining the status in the register of shares, which will be relevant for exercising voting rights at the general assembly of the company, by setting that date prior to the day of holding the assembly and not earlier than 6 days prior to the day of holding the assembly? (If not, explain)	YES
11	Were the agenda of the assembly, as well as all relevant data and documentation with explanations relating to the agenda, announced on the website of the company and put at the disposal of shareholders on the company's premises as of the date of the first publication of the agenda? (If not, explain)	YES
12	Does the decision on dividend payment or advance dividend payment include information on the date when shareholders acquire the right to dividend payment, and information on the date or period during which the dividend will be paid? (If not, explain)	NO	In 2014 the Company did not pay any dividends.

13	Is the date of dividend payment or advance dividend payment set to be not later than 30 days after the date of decision making? (If not, explain)	NO	In 2014 the Company did not pay any dividends.
14	Were any shareholders favoured while receiving their dividends or advance dividends? (If so, explain)	NO
15	Are the shareholders allowed to participate and to vote at the general assembly of the company using modern communication technology? (If not, explain)	NO	There are no preconditions for such participation of shareholders at the General Assembly.
16	Have the conditions been defined for participating at the general assembly by voting through proxy voting (irrespective of whether this is permitted pursuant to the law and articles of association), such as registration for participation in advance, certification of powers of attorney etc.? (If so, explain)	YES	Registration of participants in advance as a condition of participating at the General Assembly is stipulated due to a large number of small shareholders, with the intention of maintaining order and regularity of the session being held.
17	Did the management of the company publish the decisions of the general assembly of the company?	YES
18	Did the management of the company publish the data on legal actions, if any, challenging those decisions? (If not, explain)	NO	There were no such legal actions.

MANAGEMENT AND SUPERVISORY BOARD

Zvonimir Mršić (presidenf of the Management Board), Jadranka Ivanković (member of the Management Board until 22,12,2014), Olivija Jakupec (member of the Management Board), Miroslav Klepač (member of the Management Board), Jorn Pedersen (member of the Management Board until 18,6,2014) and Hrvoje Kolarić (member of the Management Board)

PLEASE PROVIDE THE NAMES OF MANAGEMENT BOARD MEMBERS AND THEIR FUNCTIONS

Dubravko Štimac (president of the Supervisory Board), Mato Crkvenac (deputy president of the Supervisory Board), Ivo Družić (member of the Supervisory Board), Petar Miladin (member of the Supervisory Board), Dinko Novoselec (member of the Supervisory Board), Petar Vlaić (member of the Supervisory Board), Martinka Marđetko-Vuković (member of the Supervisory Board), Ivana Matovina (member of the Supervisory Board), Milan Stojanović (member of the Supervisory Board)

PLEASE PROVIDE THE NAMES OF SUPERVISORY BOARD AND THEIR FUNCTIONS

Answers to this questionnaire chapter will be valued with max. 20% of whole questionnaire valuation of company harmonization to the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Exsplanation
19	Did the Supervisory or Management Board adopt a decision on the master plan of its activities, including the list of its regular meetings and data to be made available to Supervisory Board members, regularly and in a timely manner? (If not, explain)	YES
20	Did the Supervisory or Management Board pass its internal code of conduct? (If not, explain)	YES
21	Is the Supervisory Board composed of, i.e. are non-executive directors of the Management Board mostly independent members? (If not, explain)	YES
22	Is there a long-term succession plan in the company? (If not, explain)	YES
23	Is the remuneration received by the members of the Supervisory or Management Board entirely or partly determined according to their contribution to the company' s business performance? (If not, explain)	NO	The remuneration is fixed and in no part does it depend on efficiency of Company's business.
24	is the remuneration to the members of the Supervisory or Management Board determined by a decision of the general assembly or in the articles of association of the company? (If not, explain)	YES

25	Have detailed records on all remunerations and other earnings of each member of the Supervisory or Management Board received from the company or from other persons related to the company, including the structure of such remuneration, been made public? (If not, explain)	NO	The Supervisory Board members are entitled to a fixed monthly remuneration as stated in the General Assembly Resolution on remunerations for the Supervisory Board members of Podravka Inc. Remunerations and other incomes given by the Company for the Management Board and Supervisory Board members are published in the Company's Annual Report for 2014.
	Does every member of the Supervisory or Management Board inform the company of each
	change relating to their acquisition or disposal of shares of the company, or to the possibility
26	to exercise voting rights arising from the company 's shares, not later than five trading days,	YES
	after such a change occurs (If not, explain)
	Were all transactions involving members of the Supervisory or Management Board or		There were no such transactions.
27	persons related to them and the company and persons related to it clearly presented in	NO
	reports of the company? (If not, explain)
28	Are there any contracts or agreements between members of the Supervisory or Management	NO
	Board and the company?
29	Did they obtain prior approval of the Supervisory or Management Board? (If not, explain)	NO	There is no such contract or agreement.
	Are important elements of all such contracts or agreements included in the annual report? (If		There is no such contract or agreement.
30	not, explain)	NO
			Entire Supervisory board has performed
31	Did the Supervisory or Management Board establish the appointment committee?	NO	the function of the appointment
			committee.
32	Did the Supervisory or Management Board establish the remuneration committee?	YES
33	Did the Supervisory or Management Board establishe the audit committee?	YES
	Was the majority of the committee members selected from the group of independent
34	members of the Supervisory Board? (If not, explain)	YES

35	Did the committee monitor the integrity of the financial information of the company, especially the correctness and consistency of the accounting methods used by the company and the group it belongs to, including the criteria for the consolidation of financial reports of	YES
36	the companies belonging to the group? (If not, explain) Did the committee assess the quality of the internal control and risk management system, with the aim of adequately identifying and publishing the main risks the company is exposed to (including the risks related to the compliance with regulations), as well as managing those risks in an adequate manner? (If not, explain)	YES
37	Has the committee been working on ensuring the efficiency of the internal audit system, especially by preparing recommendations for the selection, appointment, reappointment and dismissal of the head of internal audit department, and with regard to funds at his/her disposal, and the evaluation of the actions taken by the management after findings and recommendations of the internal audit? (If not, explain)	YES
38	If there is no internal audit system in the company, did the committee consider the need to establish it? (If not, explain)	NO	Internal audit function exists.
39	Did the committee monitor the independence and impartiality of the external auditor, especially with regard to the rotation of authorised auditors within the audit company and the fees the company is paying for services provided by external auditors? (If not, explain)	YES
40	Did the committee monitor nature and quantity of services other than audit, received by the company from the audit company or from persons related to it? (If not, explain)	YES
41	Did the committee prepar rules defining which services may not be provided to the company by the external audit company and persons related to it, which services may be provided only with, and which without prior consent of the committee? (If not, explain)	YES
42	Did the committee analyse the efficiency of the external audit and actions taken by the senior management with regard to recommendations made by the external auditor? (If not, explain)	YES
43	Did the audit committee ensur the submission of high quality information by dependent and associated companies, as well as by third parties (such as expert advisors)? (If not, explain)	YES
44	Was the documentation relevant for the work of the Supervisory Board submitted to all members on time? (If not, explain)	YES

45	Do Supervisory Board or Management Board meeting minutes contain all adopted decisions, accompanied by data on voting results? (If not, explain)	YES
46	Has the Supervisory or Management Board evaluated their work in the preceding period, including evaluation of the contribution and competence of individual members, as well as of joint activities of the Board, evaluation of the work of the committees established, and evaluation of the company's objectives reached in comparison with the objectives set?	NO
47	Did the company publish a statement on the remuneration policy for the management, Management Board and the Supervisory Board as part of the annual report? (If not, explain)	NO
48	Is the statement on the remuneration policy for the management or executive directors permanently available on the website of the company? (If not, explain)	NO
49	Are detailed data on all earnings and remunerations received by each member of the management or each executive director from the company published in the annual report of the company? (If not, explain)	NO
50	Are all forms of remuneration to the members of the management, Management Board and Supervisory Board, including options and other benefits of the management, made public, broken down by items and persons, in the annual report of the company? (If not, explain)	NO
51	Are all transactions involving members of the management or executive directors, and persons related to them, and the company and persons related to it, clearly presented in reports of the company? (If not, explain)	NO
52	Does the report to be submitted by the Supervisory or Management Board to the general assembly include, apart from minimum information defined by law, the evaluation of total business performance of the company, of activities of the anagement of the company, and a special comment on its cooperation with the management? (If not, explain)	YES

AUDIT AND MECHANISMS OF INTERNAL AUDIT

Answers to this questionnaire chapter will be valued with max. 20% of whole questionnaire valuation of company harmonization to the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Exsplanation
53	Does the company have an external auditor?	YES
54	Is the external auditor of the company related with the company in terms of ownership or interests?	NO
55	Is the external auditor of the company providing to the company, him/herself or through related persons, other services?	YES	The external auditor is providing services related to tax advising and study on trasferred prices for some subsidiares of the Group and due dilligence for two target companies.
56	Has the company published the amount of charges paid to the independent external auditors for the audit carried out and for other services provided? (If not, explain)	NO	There is no obligation of submitting requested information.
57	Does the company have internal auditors and an internal audit system established? (If not, explain)	YES

TRANSPARANCY AND THE PUBLIC OF ORGANIZATION OF BUSINESS

Answers to this questionnaire chapter will be valued with max. 20% of whole questionnaire valuation of company harmonization to the principles of Corporate Governance Code

Question	Questions	Answer	Exsplanation
No.		YES/NO
58	Are the semi-annual, annual and quarterly reports available to the shareholders?	YES
59	Did the company prepar the calendar of important events?	YES
	Did the company establish mechanisms to ensure that persons who have access to or possess
60	inside information understand the nature and importance of such information and	YES
	limitations related to it?
	Did the company establish mechanisms to ensure supervision of the flow of inside
61	information and possible abuse thereof?	YES
	Has anyone suffered negative consequences for pointing out to the competent authorities or
62	bodies in the company or outside, shortcomings in the application of rules or ethical norms	NO
	within the company?
	Did the management of the company hold meetings with interested investors, in the last
63	year?	YES

	Do all the members of the management, Management Board and Supervisory Board agree
64	that the answers provided in this questionnaire are, to the best of their knowledge, entirely	YES
	truthful?