Zagrebačka burza d.d.

Governance Information • Apr 27, 2020

CODE OF CORPORATE GOVERNANCE ANNUAL QUESTIONNAIRE

MAIN COMPANY INFORMATION:	Zagreb Stock Exchange, Inc.
CONTACT PERSON AND CONTACT PHONE:	Mario Golub, 01/4686 806
DATE OF QUESTIONAIRE COMPLETE:	27.4.2020

If a question in the questionnaire asks for an explanation, it is necessary to explain the answer provided. All the questions contained in this questionnaire relate to the period of one bussines year to which the annual financial statements also relate.

All the answers in the questionnaire will be measured in percentages, as explained at the beggining of each chapter.

COMPANY HARMONIZATION WITH THE PRINCIPLES OF CORPORATE GOVERNANCE CODE

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

Question No.	Questions	Answer YES/NO	Explanation
1	Has the company accepted implementation of the code of corporate governance of the Zagreb Stock Exchange?	YES
2	Does the company have its own code of corporate governance?	YES
3	Have any principles of the code of corporate governance been adopted as part of the company's internal policies?	YES
4	Does the company disclose harmonization with the principles of corporate governance in its annual financial statements?	YES

SHAREHOLDERS AND GENERAL MEETING

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

Question No.	Questions	Answer YES/NO	Explanation
5	Is the company in a cross-shareholding relationship with another company or other companies? (If so, explain)	NO
6	Does each share of the company have one voting right? (If not, explain)	YES
7	Are there cases of different treatment of any shareholders?? (If so, explain)	YES	EBRD, as a shareholder, is entitled to nominate one member of the Supervisory Board for as long as it is registered as a shareholder of the Company in the central depository (Art. 9 of the Articles of Association).
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	No shareholders have contacted the Company to have proxies appointed, but this possibility will be considered in the future.
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	The Company paid no dividend in 2019.
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	The Company paid no dividend in 2019.
14	Were any shareholders favoured while receiving their dividends or advance dividends? (If so, explain)	NO	The Company paid no dividend in 2019.
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	The Comany had relatively small number of shareholders, but this possibility will be considered in the future.
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)	NO
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 legal actions challenging those decisions.

PLEASE PROVIDE THE NAMES OF MANAGEMENT BOARD MEMBERS AND THEIR FUNCTIONS

Ivana Gažić, President of the Management Board Tomislav Gračan, Member of the

Management Board

Ivan Tadin, Member

Borislav Centner, Chairman Tomislav Jakšić, Deputy Chairman Dunja Babić, Member Matko Maravić, Member Enrique Bernardo Mariano, Member Mislav Ante Omazić, Member Ivan Sardelić, Member

PLEASE PROVIDE THE NAMES OF SUPERVISORY BOARD AND THEIR FUNCTIONS

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

	Question	Questions	Answer	Explanation
	No.	Did the Supervisory or Management Board adopt a decision on the master plan of its activities,	YES/NO
	19	including the list of its regular meetings and data to be made available to Supervisory Board	YES
		members, regularly and in a timely manner? (If not, explain)
	20	Did the Supervisory or Management Board pass its internal code of conduct?	YES
		Does the company have any independent members on its Supervisory or Management Board? (if not,
	21	please explain)	YES
	22	Is there a long-term succession plan in the company? (If not, explain)	YES
		Is the remuneration received by the members of the Supervisory or Management Board entirely or
	23	partly determined according to their contribution to the company's business performance? (If not,	YES
		explain)
		Is the remuneration to the members of the Supervisory or Management Board determined by a
	24	decision of the general assembly or in the articles of association of the company? (If not, explain)	YES
		Have detailed records on all remunerations and other earnings of each member of the management		Total remuneration paid to members of the
	25	or each executive director received from the company or from other persons related to the company,	NO	Management Board has been disclosed.
		including the structure of such remuneration, been made public (in annual financial statements)? (If
		not, explain)
		Have detailed records on all remunerations and other earnings of each member of the Supervisory or		All details have been published in the Annual
	26	Management Board received from the company or from other persons related to the company,	YES	Report.
		including the structure of such remuneration, been made public (in annual financial statements)? (If
		not, explain) 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 to exercise
	27	voting rights arising from the company 's shares promptly and no later than three business days, after	YES
		such a change occurs? (If not, explain) Were all transactions involving members of the Supervisory or Management Board or persons related
	28	to them and the company and persons related to it clearly presented in reports of the company? (If	YES
		not, explain)
		Are there any contracts or agreements between members of the Supervisory or Management Board
	29	and the company?	NO
	30	Did they obtain prior approval of the Supervisory or Management Board? (If not, explain)	NO	There are no contracts.
	31	Are important elements of all such contracts or agreements included in the annual report? (If not,	NO	There are no contracts.
		explain)
	32	Did the Supervisory or Management Board establish the appointment committee?	YES
	33	Did the Supervisory or Management Board establish the remuneration committee?	YES
	34	Did the Supervisory or Management Board establish the audit committee?	YES
				All members of the Audit Committee are
		Was the majority of the audit committee members selected from the group of independent members	NO	members of the Supervisory Board, and
	35	of the Supervisory Board? (If not, explain)		pursuant to Art. 65 of the Audit Act, the
				Audit Committee is exempt from
		Did the committee monitor the integrity of the financial information of the company, especially the		independence.
		correctness and consistency of the accounting methods used by the company and the group it		The Company will consider it in the future
	36	belongs to, including the criteria for the consolidation of financial reports of the companies belonging	NO
		to the group? (If not, explain)
		Did the audit committee assess the quality of the internal control and risk management system, with
	37	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	YES
		manner? (If not, explain)
		Has the audit committee been working on ensuring the efficiency of the internal audit system,
		especially by preparing recommendations for the selection, appointment, reappointment and
	38	dismissal of the head of internal audit department, and with regard to funds at his/her disposal, and	YES
		the evaluation of the actions taken by the management after findings and recommendations of the
		internal audit? (If not, explain)

39	If there is no internal audit system in the company, did the audit committee consider the need to establish it? (If not, explain)	YES	The Company has an internal audit function in place.
40	Did the audit 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
41	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
42	Did the audit committee prepare 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)	NO	During 2019, the external auditor did not provide other jobs.
43	Did the audit 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
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?	YES
47	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	Total remuneration paid to members of the Management Board has been disclosed.
48	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	The Company will consider making these public in the future.
49	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)	YES
50	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 a max. 10% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
51	Does the company have an external auditor?	YES
52	Is the external auditor of the company related with the company in terms of ownership or interests?	NO
53	Is the external auditor of the company providing to the company, him/herself or through related persons, other services?	NO
54	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)	YES	The Company published the amount of charges paid to the external auditors as part of its annual financial statements.
55	Does the company have internal auditors?	YES
56	Does the company have an internal audit system in place? (If not, explain)	YES

TRANSPARANCY AND THE PUBLIC OF ORGANIZATION OF BUSINESS

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

Question No.	Questions	Answer YES/NO	Explanation
57	Are the semi-annual, annual and quarterly reports available to the shareholders?	YES
58	Did the company prepare the calendar of important events?	YES
59	Did the company establish mechanisms to ensure that persons who have access to or possess inside information understand the nature and importance of such information and limitations related to it?	YES
60	Did the company establish mechanisms to ensure supervision of the flow of inside information and possible abuse thereof?	YES
61	Has anyone suffered negative consequences for pointing out to the competent authorities or bodies in the company or outside, shortcomings in the application of rules or ethical norms within the company? (if yes, explain)	NO
62	Did the management of the company hold meetings with interested investors, in the last year?	YES
63	Do all the members of the management, Management Board and Supervisory Board agree that the answers provided in this questionnaire are, to the best of their knowledge, entirely truthful?	YES