Viro Tvornica ŠEĆERA d.d.

AGM Information • Jul 16, 2020

The Management Board of Viro Tvornica šećera d.d. Zagreb, Ulica grada Vukovara 269.g (hereinafter: the "Company"), based on authorities from Article 277 of the Law on Companies and Article 20.3 of the Company's Articles of Association, has adopted the following

DECISION ON THE COVENTION OF THE COMPANY'S ORDINARY GENERAL ASSEMBLY

• I. The General Assembly of the Company's shareholders shall take place on 27th August 2020 at 13:00 h, at the Company's premises in Virovitica, Matije Gupca 254 (hereinafter: General Assembly).
• II. Agenda:
• 1. Opening of the General Assembly, determining the number of votes of present and represented shareholders;
• 1. Management Board's Annual Report for the year 2019;
• 1. Supervisory Board's Report on the Conducted Supervision in the year 2019;
• 1. Determination of the Company's Annual Financial Statements for the year 2019;
• 1. Deciding on use of profits realized in the year 2019;
• 1. Giving clearance to the Company's Management Board members for the year 2019;
• 1. Giving clearance to the Company's Supervisory Board members for the year 2019;
• 1. Deciding on the auditor of the Company's Financial Reports and special audits based on the provisions of the Companies Act;
• 1. Deciding on the Remuneration Policy;
• 1. Deciding on amendments to the Company's Articles of Association.

III. The proposals of the General Assembly's decisions per above stated items of the agenda are as follows:

Ad.2.

The Management Board's annual report for the year 2019 is hereby adopted;

Ad.3.

The Supervisory Board's report on the conducted supervision in the year 2019 is hereby adopted;

Ad.4.

In accordance with Article 300.e. of the Companies Act, the general assembly hereby determines the Annual Financial Statements of the Company for Y2019.

Ad.5.

• I. It is determined that the Company realised profits in the amount of 101.562.293,64 HRK in the year 2019;
• II. The Company's realised profits shall be retained by the Company as retained profits;
• III. This decision comes into force on the day of its adoption;

Ad.6.

The Management Board members are given clearance for the year 2019;

Ad.7.

The Supervisory Board members are given clearance for the year 2019;

Ad.8.

BDO Croatia d.o.o., Trg John Fitzgerald Kennedy 6/b, Zagreb is appointed as the Company's financial report auditor and auditor of special audits on the basis of the provisions of the Companies Act;

Ad.9.

The Supervisory Board proposes that the General Assembly adopts the following

RESOLUTION

On determination of Remuneration Policy

I.

In accordance with Article 247.a. of the Companies Act, by this Resolution the General Assembly approves the Remuneration Policy submitted by the Supervisory Board, whereby adopting the Remuneration Policy in the following text.

II. This Resolution comes into force on the day of its adoption. (THE REMUNERATION POLICY IS ATTACHED AS SCHEDULE 1)

Ad.10.

• I. Article 4. Paragraph 4.1 of the Articles of Association is supplemented with the following activity: * management activities – holding companies;
• II. The Supervisory Board is hereby authorized to determine the consolidated text of the Articles of Association as well as to, as required, formulate the above supplemented activity in the manner suitable for inscription to the Commercial Registry.

CONDITIONS FOR PARTICIPATION AND THE RIGHT TO VOTE

The shareholders may participate at the general assembly and exercise the voting right if they register their participation to the Company at least six days prior to the day the of the General Assembly is held, not calculating the day when their registration was received by the Company, i.e. latest until 20 th August 2020. For participation at the General Assembly, the relevant status shall be the one in the Depository of the Central Depositary & Clearing Company Inc. on the closing of the day on which the deadline to submit the registration to participate at the General Assembly expires, i.e. on 20 th August 2020. Registrations to participate are to be delivered by registered mail at the Company's seat address: Ulica grada Vukovara 269.g., 10000 Zagreb, with indication "Registration for the General Assembly". Along with the registration for participation at the Assembly, legal persons have to deliver a certified excerpt from the company registry indicating the person authorised for representation of the legal person.

The participants are asked to come to the General Assembly at least half an hour before the scheduled beginning for timely registration and making of a participants' list. At the registration, the shareholders i.e. their attorneys or representatives must submit their legally proscribed valid ID, and the attorneys who are legal persons must also deliver an excerpt from the register of companies i.e. other appropriate register in which that legal person is entered, if that has not been done while submitting the application to participate at the General Assembly. After the registration, the participants may leave the General Assembly only with prior notification to the person competent for the registration of participants, until the conclusion of the General Assembly.

If at the General Assembly convened for 27th August 2020 there is no quorum within the meaning of the provisions of Article 23 of the Company's Articles of Association, the following (reserve) general assembly will take place on 28th August 2020 at the same place and at the same time. The shareholders participate at the General Assembly in person or through attorneys. The power of attorney must include the authoriser and the attorney, the total number of shares i.e. votes which they dispose of and the authorisation of the attorney to vote at the General Assembly and to perform other actions related to the work at the Company's General Assembly and the signature of the shareholders who issued the power of attorney.

Shareholders whose holding in aggregate amounts to one twentieth of the Company's share capital may request a certain item to be put on the general assembly agenda and be published. With each new agenda item, an explanation must be provided, as well as a decision proposal. The Company must receive the request for a new agenda item at least 30 days before the general assembly is held, not counting the day the request was delivered to the Company. Shareholders' proposals with their names and surnames, explanations and possible Management Board stand must be made available to persons indicated in Article 281 par 1 to 3 of the Law on Companies under the there stated preconditions, if at least 14 before the general assembly the shareholders deliver, at the Company's seat address, their counterproposal on the Management and Supervisory Board's proposal on a certain item, along with the explanation. The day the proposal was delivered to the Company is not counted in the deadline and it shall be made available on the Company's web page (www.secerana.hr), all in accordance with Article 282 par 1 of the Law on Companies. The fact that a shareholder has not used the said right does not result in a loss of the right for a counterproposal to be given at the general assembly. At the general assembly, the Company's Management Board must provide each shareholder, at their request, with information on the Company's affairs, if such information is necessary to evaluate agenda items. The obligation to provide information also relates to the Company's legal and business transactions with affiliated companies, all in accordance with Article 287 paragraph l of the Law on Companies.

General assembly materials and the forms for the registration and powers of attorney are made available to shareholders at the Company's premises in Virovitica, Matije Gupca 254, every working day between 8:00 and 12:00 hours. The general assembly notice along with the agenda and decision proposals, as well as the forms for the registration and powers of attorney, are also available at the Company's web page www.secerana.hr.

The Decision on the Convention of the General Assembly shall be published on the Internet pages of the Commercial Registry and, in accordance with the Rules of the Zagreb Stock Exchange d.d. Zagreb, it shall be delivered to each shareholder.

…….

[SCHEDULE 1]

VIRO TVORNICA ŠEĆERA d.d.