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Valamar Riviera d.d.

AGM Information May 4, 2017

2085_agm-r_2017-05-04_16e8740b-f058-45fa-a707-6aee263d8bbc.pdf

AGM Information

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HANFA- Croatian Financial Services Supervisory Agency 24b Miramarska Street 10000 ZAGREB

HANFA – Official Registry of Regulated Information

Zagreb Stock Exchange 2a Ivana Lučića 10000 ZAGREB

HINA – Croatian News Agency [email protected]

Poreč, 4/5/2017 File no.: 17-35/17

Subject: General Assembly of Valamar Riviera d.d. held on 4 May 2017

- notification, voting results, decisions on the election of Supervisory Board members and dividend payout

We hereby inform you that the General Assembly of Valamar Riviera d.d., with registered office in Poreč, 1 Stancija Kaligari, personal identification number (OIB) 36201212847 (hereinafter: the Company), (RIVP-R-A) was held on 4 May 2017 at the PICAL hotel in Poreč, 2 Pical, at 13.00.

The General Assembly rendered its decisions in accordance with the decision proposals determined by the Management Board and Supervisory Board of the Company that were included in the invitation to the General Assembly and published on the court register website (reference number: 8273-1) on 24 April 2017 and on the Zagreb Stock Exchange on 23 April 2017. They were also published as prescribed on the Company's website at www.valamar-riviera.com.

In addition, in accordance with the provisions of Article 286, paragraph 6 of the Companies Act, the Company hereby announces the voting results at the General Assembly:

Agenda point 1a)- Decision on the distribution of profit realized in 2016

  • 75.501.668 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 59,91 % of the total share capital of the Company,
  • 73.328.641 votes FOR,
  • 2.173.027 votes AGAINST,
  • 66.600 ABSTENTIONS.

Agenda point 1b) i.) - Decision on granting discharge to the members of the Management Board

  • 75.352.110 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 59,79 % of the total share capital of the Company,
  • 75.352.110 votes FOR,
  • 216.158 ABSTENTIONS.

Agenda point 1b) ii) - Decision on granting discharge to the members of the Supervisory Board

  • 71.607.844 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 56,82 % of the total share capital of the Company,
  • 71.509.243 votes FOR,
  • 98.601 votes AGAINST,
  • 3.796.050 ABSTENTIONS.

Agenda point 2) - Decision on the appointment of the Company's auditor

  • 75.084.610 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 59,58 % of the total share capital of the Company,
  • 75.084.610 votes FOR.,
  • 483.658 ABSTENTIONS.

Agenda point 3) – Decision on the election of the Supervisory Board members

  • 71.278.406 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 56,56 % of the total share capital of the Company,
  • 71.260.006 votes FOR,
  • 18.400 votes AGAINST,
  • 4.289.862 ABSTENTIONS.

Agenda point 4) - Decision on the amendment to the Company Statute

  • 75.568.268 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 59,96 % of the total share capital of the Company,
  • 75.568.268 votes FOR.

Agenda point 5) - Decision on dividend payout

  • 75.568.268 shares based on which valid votes were cast,
  • The valid votes cast represent a share of 59,96 % of the total share capital of the Company,
  • 75.568.268 votes FOR.

As decided by the General Assembly, the previously appointed Supervisory Board members were re-elected for a new 4 –year term of office starting on 7 July 2017. Furthermore, we hereby inform that the Works council appointed Mr. Valter Knapić to serve on the Supervisory Board as employee representative. In the new term of office starting on 7 July 2017, the Supervisory Board will consist of the following members: Mr. Gustav Wurmböck, Chairman, Vice Chairmen: Mr. Mladen Markoč and Mr. Franz Lanschützer, and Members: Mr. Georg Eltz, Mr. Hans Dominik Turnovszky, Mr. Vicko Ferić and Mr. Valter Knapić.

The General Assembly rendered the Decision on dividend payout as follows:

  1. The Company shareholders will be paid a dividend in the amount of HRK 0.80 (eighty lipa) per each share.

  2. The dividend will be paid out of the total retained profit realized in 2013, and the retained operating profit for the year 2014 and 2015.

  3. Each Company shareholder, owner of the shares registered on their accounts of dematerialized securities in the computer system of the Central Depository and Clearing Agency as of 11 May 2017 (record date) is eligible for the dividend payout.

  4. The company shareholders have the possibility to have one quarter of their dividend paid out in rights- company shares. One fourth of the total dividend a shareholder is entitled to shall be determined as follows: the dividend tax and surtax (if applicable to a shareholder) will first be deducted from the number of their shares multiplied by the dividend amount per share, and then it will be divided by the average daily company share price achieved on the official market of the Zagreb Stock Exchange on the day this decision is rendered, and then divided by 4 and resulting in ¼ of rights (shares) rounded to the next smaller integer. The remaining part shall be paid out in cash. Treasury shares shall be used for the payment in rights-company shares. In case there are no sufficient treasury shares to satisfy all the shareholders' claims to have their dividend paid out in rights –company shares, all the claims will be settled through a proportionate reduction of the number of claimed shares.

  5. Those shareholders who wish to have a quarter of their dividend paid out in rights-company shares, must have their written, hand-signed statement submitted to the Central Depository and Clearing Agency by 24 May 2017 at the latest.

The shareholders can find the application form on the corporate website www.valamar-riviera.com.

  1. The shareholders who do not submit their statement to have their dividend paid out in rights-company shares or whose statement will not be submitted to the Central Depository and Clearing Agency by 24 May 2017 will receive their dividend in cash.

  2. The ex date is 10 May 2017.

  3. The Company shareholders will be paid their dividend on 29 May 2017 (payment date).

VALAMAR RIVIERA d.d.

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