Zagrebačka burza d.d.

AGM Information • Apr 29, 2024

Home Member State: Croatia LEI: 7478000050A040C0D041 ISIN: HRZB00RA0003 TICKER: ZB Zagreb Stock Exchange - Official market

Croatian Financial Services Supervisory Agency

Officially appointed mechanism for the central storage of regulated information

Tomislav Gračan Member of the Management Board

Zagreb Stock Exchange, Inc.

Croatian Reporting News Agency

Zagreb, 29 April 2024

SUBJECT: Invitation to the General Meeting of the Zagreb Stock Exchange (General Meeting)

In accordance with Article 118(1) and (2) of the Exchange Rules, the Zagreb Stock Exchange, Inc. (hereinafter: the Company) with its registered office in Zagreb, Ivana Lučića 2a, VAT ID No. (OIB): 84368186611, hereby announces the invitation to the General Meeting of the Company, which will be held on June 11, 2024, starting at 12:00 at the Company's headquarters, together with the proposed agenda, proposals for General Meeting resolutions with explanations and instructions to shareholders for participation in the General Meeting. Accompanying materials on the items on the General Meeting agenda are available on the Company's website: https://zse.hr/en/annual-general-meeting-of-the-zagreb-stockexchange-inc-2823/2822

Yours sincerely,

Ivana Gažić President of the Management Board

TEMELJNI KAPITAL 3.076.315,00 EUR u cijelosti uplaćen | 2.317.850 | dionice bez nominalnog iznosa

Under the provisions of Article 277 of the Companies Act (Official Gazette Nos 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23) and provisions of Article of Association, on 29 April 2024 the Management Board of the Zagreb Stock Exchange, Inc. with its registered office in Ivana Lucića 2a/22, Zagreb (hereinafter: the Company or the Exchange) adopted a resolution convening the Company's Annual General Meeting (AGM), so it publishes this Notice of the

ANNUAL GENERAL MEETING

of the Zagreb Stock Exchange, Inc.

to be held at the Company's registered office in Zagreb, Ivana Lučića 2a, 22nd floor on 11 June 2024, beginning at 12:00 hours

The following Agenda has been set for the AGM:

AGENDA

• 1. Opening of the AGM and establishing the number of shareholders in attendance and those represented;
• 1. Supervisory Board Report on supervision of the conduct of Exchange affairs in 2023;
• 1. Annual financial statements and consolidated financial statements of the Exchange for 2023 (determined by the Management and Supervisory Board), together with the 2023 Management Report on the Position of the Exchange;
• Resolution on the use of 2023 profits; 4 -
• 1. Resolution approving the 2023 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members;
• 1. Resolution granting discharge to members of the Exchange Supervisory Board for 2023;
• 1. Resolution granting discharge to members of the Exchange Management Board for 2023;
• 1. Resolution on suitability of the Supervisory Board members;
• 1. Resolution on the remuneration of members of the Supervisory Board;
• 1. Resolution appointing auditors of the Exchange for 2024.

The Management and the Supervisory Board of the Company propose for adoption by the AGM resolutions under items 4, 5, 6, 7 and 8, and the Supervisory Board proposes for adoption by the AGM resolutions under items 9 and 10 of the Agenda, as follows:

PROPOSALS FOR AGM RESOLUTIONS

AD 4) Resolution on the use of 2023 profits

The Resolution on the use of 2023 profits is adopted to read as follows:

1.

It is established that the Company made a net profit after tax of EUR 136,203.00 in the financial year ending 31/12/2023.

11.

The net profit generated by the Exchange after tax referred to in Article I of this Resolution shall be used as follows:

• · a part of net profit in the amount of EUR 115,892.50 shall be paid out as the dividend to the shareholders, in the amount of EUR 0.05 per share,
• · a remaining part of net profit shall be allocated to retained earnings.

///.

The dividend referred to in Article II, point 1 of this Resolution shall shareholders that are registered as shareholders at the Central Depository and Clearing Company Inc. on 14th June 2024 (record date). The date on which the Company shares will be traded without the right to dividend payments shall be 13th June 2024 (ex date). The claim for dividend payments shall become due on 21st June 2024 (payment date).

The amount of dividend paid in accordance with Article II, point 1 of this Resolution shall depend on the number of shares owned by the shareholders registered with the Central Depository and Clearing Company Inc. and will be reduced by the dividend per own shares.

IV

This Resolution shall enter into force on the day of its adoption.

AD 5) Resolution approving the 2023 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members

Resolution approving the 2023 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members is adopted to read as follows:

1.

The audited Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members for the financial year 2023 has been approved, together with the Auditor's Report as an integral part of the Remuneration Report.

11.

This Resolution shall enter into force on the day of its adoption.

AD 6) Resolution granting discharge to members of the Exchange Supervisory Board for 2023

The Resolution granting discharge to members of the Exchange Supervisory Board for 2023 is adopted to read as follows:

1.

Having established that the Exchange Supervisory Board discharged its function in accordance with the law and Articles of Association of the Exchange, discharge for the year 2023 has been granted to members of the Exchange Supervisory Board:

• a) in the following composition: Enrique Bernardo Mariano for the period between 1 January 2023 and 28 February 2023;
• b) in the following composition: Matko Maravić, Tomislav Jakšić, Silvije Orsag and Dražen Cović between 1 January 2023 and 31 December 2023;
• c) in the following composition: Bente Avnung Landsnes for the period between 26 April 2023 and 31 December 2023.

11.

This Resolution shall enter into force on the day of its adoption.

AD 7) Resolution granting discharge to members of the Exchange Management Board for 2023

The Resolution granting discharge to members of the Exchange Management Board for 2023 has been adopted as follows:

Having established that the Management Board managed the Exchange in accordance with the law and Articles of Association of the Exchange has been granted to Management Board members for conducting its affairs in 2023.

11.

This Resolution shall enter into force on the day of its adoption.

AD 8) Resolution on the suitability of members of the Exchange Supervisory Board

A Resolution on the suitability of members of the Exchange Supervisory Board is follows:

1.

An initial assessment of suitability to perform the function of Exchange Supervisory Board member has found Ivan Sardelić to be suitable to perform the function of the Exchange Supervisory Board.

11.

A regular annual assessment of suitability to perform the function of Exchange Supervisory Board member has found Bente Avnung Landsnes to be suitable to perform the function of the Exchange Supervisory Board.

111

Members of the Supervisory Board were found to possess collectively the expertise, competences and experience necessary to independently and autonomously supervise the affairs of the Exchange while understanding the operations and key risks of trading venues managed by the Exchange, including the ability of the Supervisory Board to collectively, effectively challenge and monitor decisions made by the Exchange Management Board.

11/

This Resolution shall enter into force on the day of its adoption.

AD 9) Resolution on the remuneration of members of the Exchange Supervisory Board

A Resolution on the remuneration of members of the Exchange Supervisory Board is adopted to read as follows:

This Resolution is based on the principle of attracting, motivating highly qualified professionals with a view to promoting efficient supervisory function, in accordance with a sustainable longterm strategy of the Exchange to the benefit of all its stakeholders. In determining the remuneration model, various external and internal factors such as economic conditions, the status and circumstances of the Exchange, prevailing practices of relevant regional and local industry players, as well as the policies on salary and compensations applied within the Exchange Group, have been taken into account.

11.

Each member of the Supervisory Board is entitled to a net monthly remuneration for their work of EUR 100.00 (one hundred euro). That remuneration includes no variable element.

Members of the Supervisory Board who serve on a Supervisory Board sub-committee at the are not entitled to additional remuneration for participation in the work of the respective sub-committee.

111-

Remuneration referred to in Article II of this Resolution is payable once a year for the preceding year after the annual financial statements of the Exchange have been defined, provided that the Exchange generates a net profit for the year which is equal or higher than the amount of EUR 100,000.00 (one hundred thousand euro). The Exchange shall pay the remuneration not later than 30 days from the receipt of the statutory auditor on the completed audit of the financial statement in question.

A part of the remuneration may be paid through the Exchange share scheme, with a retention period of at least 1 (one) year from the date of share transfer to the account of a Supervisory Board member, with the effect of long-term stimulation and increasing shareholders' confidence in the Exchange's shares, aiming to contribute to the strategic development of the Exchange.

IV

Where the term of office of a Supervisory Board member ends earlier, remuneration will be calculated and paid according to the actual time in office, in accordance with the conditions set forth in Article III of this Resolution, with the vesting period ending at the end of the last month in office of the Supervisory Board member.

V.

Members of the Supervisory Board are not entitled to severance or additional payments by the Exchange or its affiliated companies.

VI.

The implementation of this Resolution at the annual level shall be monitored by the Supervisory Board, with support of the Remuneration Committee. If the Supervisory Board considers an amendment to this

Resolution, it shall submit a reasoned proposal to the Annual General Meeting (AGM), in accordance with applicable legal provisions. Where the AGM does not approve the proposed amendment, the Exchange shall continue to pay remuneration to members of the Supervisory Board in accordance with this Resolution.

VII.

This Resolution shall enter into force on the day of its adoption and applies to remuneration that members of the Supervisory Board shall obtain for the year 2024.

AD 10) Resolution appointing the auditors of the Exchange for 2024

The Resolution appointing the auditors of the Exchange for 2024 is adopted to read as follows:

1.

PricewaterhouseCoopers d.o.o. audit company of Ulica Vjekoslava Heinzela 70, 10000 Zagreb, has been appointed to undertake the audit of the financial statements of the Zagreb Stock Exchange, Inc. and the audit of the consolidated financial statements of the Zagreb Stock Exchange Group, Inc. for 2024.

1. This Resolution shall enter into force on the day of its adoption.

EXPLANATION OF THE PROPOSALS FOR AGM RESOLUTIONS:

AD 2) Supervisory Board Report on supervision of the conduct of Exchange affairs in 2023

In accordance with the obligation referred to in the provision of Article 263(3) of the Companies Act, the Company notifies its shareholders that the Supervisory Board has undertaken supervision of the conduct of Company affairs in the financial year 2023. The Supervisory Board Report on supervision of the conduct of Company affairs in the financial year 2023 will be presented to the AGM. There is no AGM resolution to be adopted under this item of the Agenda.

AD 3) Annual financial statements and consolidated financial statements of the Exchange for 2023 (determined by the Management and Supervisory Board), together with the 2023 Management Report on the Position of the Exchange

In accordance with the obligation referred to in the provision of Article 280a(1)(2) of the Companies Act, the Company notifies its shareholders that, under the provision of Article 300d of the Companies Act and the provision of Articles 7 and 10 of the Articles of Association of the Management and the Supervisory Board have determined the Company's annual financial statements and the Group consolidated financial statements for the financial year 2023, on which the AGM adopts no resolution. These financial statements will be presented to the Company's AGM, together with the Management's Annual Report on the Position and Business Performance of the Group in the financial year 2023.

AD 4) Resolution on the use of 2023 profits

The Management and the Supervisory Board propose to the AGM to adopt a resolution whereby the part of the net profit for the year 2023, which the Company has realized after taxation, in the amount of EUR 115,892.50, in accordance with the provision of Article 220 of the Companies Act, will be used for the payment of the dividend to the shareholders, in the amount of 0.05 EUR per share, while the remaining part of the net profit shall be allocated to retained earnings. The dividend shall be paid out to all shareholders that are registered as shareholders at the Central Depository and Clearing Company Inc. on 14th June 2024 (record date). The date on which the Company shares will be traded without the right to dividend payments shall be 13th June 2024 (ex date). The claim for dividend payments shall become due on 21st June 2024 (payment date). The amount of dividend paid shall depend on the number of shares owned by the shareholders registered with the Central Depository and Clearing Company Inc. and will be reduced by the dividend per own shares.

AD 5) Resolution approving the 2023 Remuneration Report for Zagreb Stock Exchange, Inc. Management and Supervisory Board Members

Under the provisions of Article 272r of the Companies Act, the Management and the Supervisory Board prepared a Report on remuneration paid to Management and Supervisory Board members during the previous financial year and sent it to the auditors for scrutiny in accordance with the Act. Having scrutinised

the Report, the auditors of the annual financial statements PricewaterhouseCoopers d.o.o. issued an opinion on its compliance with the requirements specified in the provisions of Article 272r(1) and (2) of the Companies Act. The Report, together with the auditors' opinion, is notified as annex to this Notice of the AGM. An approval of the Report is proposed as the Company believes the remuneration paid to Management and Supervisory Board members to be commensurate to their commitment and tasks performed, as well as to the position and business performance of the Company.

AD 6) Resolution granting discharge to members of the Exchange Supervisory Board for 2023

Under the provision of Article 280(3) of the Companies Act, the Management and the Supervisory Board propose to the AGM to adopt a resolution granting discharge to members of the Company's Supervisory Board for the financial year 2023. This proposal is for the Shareholder Assembly to approve the method of Supervisory Board operation for the financial year 2023. The grant of discharge to individual members of the Supervisory Board may be put to a separate vote if so decided by the AGM or requested by the shareholders whose aggregate holdings account for at least one tenth of the Company's share capital.

AD 7) Resolution granting discharge to members of the Exchange Management Board for 2023

Under the provision of Article 280(3) of the Companies Act, the Management and the Supervisory Board propose to the AGM to adopt a resolution granting discharge to members of the Company's Management Board for the financial year 2023. This proposal is for the Shareholder Assembly to approve the method of Management Board operation for the financial year 2023. The grant of discharge to individual members of the Management Board may be put to a separate vote, if so decided by the AGM or requested by the shareholders whose aggregate holdings account for at least one tenth of the Company's share capital.

AD 8) Resolution on the suitability of members of the Supervisory Board

Under the Capital Market Act and Article 26 of the Croatian Financial Services Supervisory Agency Ordinance on the grant of approval for the appointment of management board members, for the acquisition of a qualified and control holding and on criteria for the suitability assessment of members of the supervisory board, key function holders and senior management, the Exchange is required before appointing a member of the Supervisory Board to undertake a procedure of suitability assessment of the nominee and at least once a year undertake a procedure of regular annual suitability assessment of Supervisory Board members to ascertain their suitability to perform the function to which they have been appointed. In accordance with that requirement, the suitability assessment of Supervisory Board members was undertaken (initial suitability assessment of Mr. Ivan Sardelić as the employees' representative in the Supervisory Board and regular annual suitability assessment of Ms. Bente Avnung Landsnes) to find that members of the Supervisory Board are suitable to perform the respective function. A Resolution on the suitability of Supervisory Board members, pursuant to a Management Board proposal and subject to observations of the Supervisory Board's Nomination Committee, shall be adopted by the Exchange Shareholder Assembly.

AD 9) Resolution on the remuneration of members of the Supervisory Board

Pursuant to Article 269(3) of the Companies Act, the Supervisory Board proposes to the AGM to adopt a Resolution on the remuneration of members of the Supervisory Board for year 2024. The proposal of remuneration to members of the Supervisory Board is based on the principle of attracting, motivating and retaining highly qualified professionals with a view to promoting efficient supervisory function, in accordance with a sustainable long-term strategy of the Exchange to the benefit of all its stakeholders. In determining the remuneration model, various external and internal factors such as economic conditions, the status and circumstances of the Exchange, prevailing practices of relevant regional and local industry players, as well as the policies on salary and compensations applied within the Exchange Group, have been taken into account. In view of the foregoing, it is proposed to the AGM to adopt a Resolution on the remuneration of members of the Exchange Supervisory Board.

AD 10) Resolution appointing auditors of the Exchange for 2024

Under the provision of Article 280(3) of the Companies Act, the Supervisory Board proposes to the AGM to adopt a resolution appointing PricewaterhouseCoopers d.o.o., 10000 Zagreb, Ulica Vjekoslava Heinzela 70, auditors of the Company for the financial year 2024.

INSTRUCTIONS TO SHAREHOLDERS FOR PARTICIPATION IN THE ANNUAL GENERAL MEETING:

Total number of shares and voting right

• 1. The share capital of the Company is divided into 2,317,850 ordinary registered no par value shares. All ordinary shares entitle their shareholders to equal rights.
• 1. Company shares exist only in the form of book entry records in the securities account of the Central Depository and Clearing Company, Inc.'s computer system, in accordance with applicable regulations. Each share entitles the holder to one vote at the Company's AGM.

Participation and voting at the AGM

• 1. The right to participate in the AGM may be exercised by any shareholder of the Company who, in person or by representative or proxy, provides a written notice of participation to the Company not later than 6 (six) days prior to the AGM, not counting the date of its receipt by the Company, that is, on 4 June 2024 at the latest. Company shareholders entitled to participate in the AGM are deemed to be any persons recorded as shareholders in the depository of the Central Depository and Clearing Company, Inc. on the closing date for providing notice of participation in the AGM, that is, on 4 June 2024.
• 1. The notice must have the following content and enclosures:
  2. I. Notice of participation natural persons as shareholders
     • name and surname, permanent residence, address and total number of shares held by the shareholder.
  3. II. Notice of participation legal persons as shareholders
     • company name or name of the legal person, registered office, address, ID No (OIB) and total number of shares held by the shareholder;
     • Enclosed to the notice, the legal person needs to submit an extract from the court register or another register in which the fact of its incorporation is entered or a copy of such extract, showing that the notice is being submitted by a person authorized under the law to represent the legal person.
  4. III. Notice of participation submitted by the shareholder proxy
     • Natural person as proxy
     • name and surname, permanent residence and address of the proxy;

• list of shareholders represented and total number of shares held by all the shareholders represented;
• Enclosed to the notice, any individual proxy forms (powers of attorney) issued in the recommended form by the shareholders represented also need to be provided.

Legal person as proxy

• company name or name [of the legal person], registered office, address and ID No of the proxy;
• list of shareholders represented and total number of shares held by all the shareholders represented;
• Enclosed to the notice, the legal person needs to submit any individual proxy forms (powers . of attorney) issued by the shareholders represented in writing, an extract from the court register or another register in which the fact of its incorporation is entered or a copy of such extract, showing that the proxy form has been signed by a person authorized under the law to represent the legal person.
• 1. The notice on behalf of natural persons who are minors or who lack legal capacity or have limited legal capacity needs to be submitted by their legal representative, who must enclose to the notice the original or a copy or a certified copy of the document showing their status as legal representative.
• 1. Enclosed to the notice of participation, shareholders who exercise their right to vote by proxy at the AGM must also submit a written proxy form (power of attorney) if a general power of attorney granted (until revoked) to date has not already been deposited with the Company. The proxy form must state its grantor and the proxy holder, the total number of shares or votes held, the authority of the proxy to vote at the AGM, as well as the signature of the shareholder granting the proxy. A legal person as a shareholder needs to enclose with the proxy form an extract from the court register or another register in which the fact of its incorporation is entered, or a copy of such extract, showing that the proxy form has been signed by the person authorized to represent the legal person.
• 1. It is recommended to use proxy forms which may be obtained at the Exchange's registered office and which are also available online on its website: www.zse.hr.
• 1. The notice of participation in the AGM may be sent to the Company by post or submitted directly / in person at the following address: Zagrebačka burza d.d., Ivana Lučića 2a/22. Any shareholder failing to give notice of their intention to participate in the time indicated may not participate in the AGM.
• 1. Not later than 21 (twenty-one) days prior to the AGM, the Company will provide Notice of the Annual General Meeting to intermediaries who hold the shares of the Company and shareholder associations which exercised their right to vote on behalf of shareholders at the latest AGM or requested that such

Notice be provided to them. The possibility for shareholders to cast votes at the AGM by proxy or through a shareholder association will be stated in the Notice.

• 1. In order to allow for timely registration and preparation of the list of AGM participants, shareholders are kindly requested to arrive at least 30 minutes prior to the commencement of the AGM. On registration, participants must present a valid identification document, issued under the law. Along with a proxy form, legal persons as shareholders of the Exchange must also submit an extract from the court register showing information on the persons authorised to represent them.
• 1. Under the provision of Articles of Association of the Exchange, if the AGM called for on 11 June 2024 at 12:00 hours lacks the requisite quorum, the following AGM with an identical agenda will be convened on the Exchange's premises in Zagreb, Ivana Lučića 2a, 2204 floor, for on 11 June 2024 commencing at 13:00 hours.
• 1. Any resolutions adopted by the AGM called and held in such manner will be valid, irrespective of the number of shareholders represented there.

Shareholders' right to ask quest amendments to the agenda, submit counterproposals, and the right to be informed

• 1. After the AGM has been convened, shareholders controlling one twentieth of the Exchange's share capital are entitled to request that a particular matter be put on the AGM, with the fact of it published, but must provide an explanation for each new item on the agenda or proposed resolution.
• 1. A request to add another item to the agenda should be submitted by shareholders to the Exchange at the following address: Zagrebačka burza d.d., Ivana Lučića 2a/22, 10000 Zagreb. In order for an amended agenda to be published validly in accordance with the Companies Act, the request to add a new item to the agenda of the AGM must be received by the Exchange not later than 30 (thirty) days prior to the AGM, not counting the day of its receipt by the Exchange, or not later than on 11 May 2024. Missing that deadline may result in failure to have the proposed items of the agenda published validly, so the AGM will not be able to discuss or adopt them.
• 1. Shareholders are entitled to submit a counterproposal to a proposed resolution on any agenda item put forth by the Management Board and/or Supervisory Board, including a shareholder proposal for the appointment of Company auditors. A counterproposal, stating the name and surname of the shareholder, explanation and position of the Management Board if any, will be communicated to credit and financial institutions and shareholder associations which voted on behalf of shareholders at last year's AGM and will be made available to shareholders on the Exchange website (www.zse.hr),

provided that the shareholder submits their counterproposal to the Exchange at its address in Ivana Lučića 2a/22, 10000 Zagreb not later than 14 (fourteen) days prior to the date of the AGM. The day on which the counterproposal is received by the Exchange is not included in the period of 14 (fourteen) days, which expires on 27 May 2024.

• 1. Waiver of this right by the shareholder will not result in forfeiture of the right to put forth a counterproposal at the AGM itself.
• 1. At the AGM, the Management Board will provide each shareholder, at their request, with information concerning Company activities, if necessary to make informed decisions on the items included in the agenda.
• 1. Information for the purposes of Article 280a of the Companies Act will be published on the Company's website (www.zse.hr).
• 1. This Notice will be published on the website of the court register and the Zagreb Stock Exchange, Inc. website (www.zse.hr), as well as through the national news agency HINA and the Croatian Financial Services Supervisory Agency (via SRPI, the Official Register of Regulated Information).
• 1. AGM materials, serving as a basis for the adoption of the resolutions published, will be available for viewing by shareholders and issuing of copies at the Exchange's registered office between 10:00 hours and 12:00 (noon) on each business day from the day of publication of this AGM notice.
• 1. Each shareholder, shareholder representative or proxy is liable for the costs of participation in the AGM.

Shareholders are kindly asked to allow sufficient time for registration to participate in the AGM.

Management Board of the Zagreb Stock Exchange, Inc. ana Gažit Tomislay Gračan ZAGREBAČKA BURZA d.d. President of the Management Board Zagreb Member of the Management Board

Contact:

Investor relations: Vjekoslava Lovrić +385 1 4686 806 Email: ir@zse.hr Web: www.zse.hr