AD Plastik d d : Code of Corporate Governance Questionnaire 2023

CHAPTER PROVISION

• Cooperation
• Cooperation
• Cooperation
• Cooperation
• Cooperation
• Cooperation
• Cooperation
• Rules of conduct
• Rules of conduct
  2 Conflict of interest

• Conflict of interest
• Conflict of interest
• Conflict of interest
• Conflict of interest
• Conflict of interest
• Conflict of interest
• Competition ban

• its committees have timely access to documents, premises and employees when necessary for the YES performance of their duties.

be taken in case of its violations.

• Code of Conduct (or other internal act) is available free of charge on the website of the company. YES

EXPLANATION

(fulfill only for questions that were answered with "NO" or "PARTIALLY")

• Competition ban
• Related party transactions
• Related party transactions
• Related party transactions
• Related party transactions

• The role of the supervisory board
• The role of the supervisory board
• The role of the supervisory board
• The role of the supervisory board The role of the
• nomination committee Election of
• supervisory board members by the general meeting Election of
• supervisory board members by the general meeting Election of
• supervisory board members by the general meeting Election of
• supervisory board members by the general meeting

Responsibilities of

• the supervisory board
• Composition

Members of the management board and the supervisory board who hold shares in the companies

1. with which the company is in the competition, informed the secretary of the company of all the shares in such companies and the details of these shares are available free of charge on the website of the company.
   No transactions between members of the management or supervisory board and the company (or
2. a person affiliated with any party) can not be concluded without the prior consent of the supervisory board.

The fair value of each material transaction must be confirmed by an independent expert prior to

1. any such transaction, and his or her report has to be available free of charge on the website of the company.
   The company has adopted procedures for the approval and disclosure of transactions between
2. members of the management or supervisory board and the company (or a person affiliated with any party).

1. The audit committee annually assesses the effectiveness of these procedures.
   The supervisory board is responsible for appointing and dismissing members of the management
2. board and making recommendations for candidates for members of the supervisory board to the general meeting.

1. The supervisory board has approved formal and transparent procedure for the appointment to both management and supervisory boards.
   The supervisory board has set as a target percentage of female members of the supervisory board
2. and the management board, which must be achieved in the next five years and adopted a plan for the implementation of this goal. Percentage on target and plan were published in the annual report.

1. A report explaining progress on the plan has been published in the annual report.
2. The nomination committee has all the tasks listed in Article 15 of the Code.
   When nominating candidates for the supervisory bord to the general meeting for election the
3. company provides information within the general meetin materials on the items requested by Article 16. of the Code.

1. Informations provided by Article 16 of the Code are freely available on the company`s website.
2. Materials for the general meeting contain all the information listed in Article 17 of the Code.
   The information referred to in Article 17 of the Code is available free of charge on the website of
3. the company also in cases where workers' representative or another member of the supervisory board which is not elected by the shareholders at the general meeting is apointed.
4. The terms od reference of the supervisory bord include all the responibilities set in Article 19. of the Code.
   The supervisory board has developed a supervisory board profile which specifes the minimum
5. number of members and combination od skills, knowledge and education, as well as professionaln and practical experience that required in the supervisory board.

NO

PARTIALLY

NO

PARTIALLY

NO

YES

YES

YES

YES

YES

PARTIALLY

PARTIALLY

YES

YES

YES

YES

Provided by the internal acts of the Company. In 2023, there were no such cases.

The Company is guided by the requirements of the Companies Act and other relevant acts and regulations.

There were no such cases.

The Company has appointed a Commission for the Verification of Related Party Transactions, the task of which is to carry out the procedure for the verification of related party transactions.

Explanation as in the previous point.

The Company is guided by the requirements of the Companies Act and internal acts.

Explanation as in the previous point.

• Composition
• Composition
• Composition
• President
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Board committees
• Time commitment
• Time commitment
• Time commitment
• Frequency and format of meetings
• Frequency and format of meetings
• Frequency and format of meetings
• Frequency and format of meetings

1. The supervisory board includes members of different gender, age, profile and experience to ensure a diversity perspective when making decisions.
2. Majority of the members of the supervisory board are independent in accordance with the definition set out in Appendix A of the Code.

1. The President or deputy president of the supervisory board are independent.
2. The president of the supervisory bord is responible for the activities listed in Article 23. of the Code.
3. Supervisory board established the nomination committee.

1. Supervisory board established the renumeration committee.

1. Supervisory board established the audit committee.

1. The supervisory board stipulated the manadate and activities of each committee.
   Each committee of the supervisory board consists of members who have the necessary skills,

1. knowledge and education, as well as professional and practical experience to carry out the committee responsibilities effectively.
2. Each committee of the supervisory board has at least three members.

27 Majority of the members of each committee of the supervisory board are independent (as defined in Appendix A of the Code).

1. Board members are prohibited to be members of the committee of the supervisory board.
2. The terms of reference of each committee is made freely available on the company's website

1. The Company's annual report includes a report on the work of each committee of the supervisory board as well as information on the number of meetings held and the members of the committee.
2. The minimun expected time commitmnet of each supervisory board member is specified on their appointment.

1. The annual report includes record of attendance at the meetings for each member of the supervisory board and its committees.
   The articles of association and/or internal company acts stipulate the obligation of the supervisory
2. board member to inform the secretary of the company about their membership in the supervisory board or the management board of other companies.
3. The supervisory board meets at least every three months.

31 The supervisory board has adopted a workplan that includes time and agenda of future meetings.

1. Committees of the supervisory board shall meet as often as necessary for the effective discharge of their duties, and regularly report to the supervisory board on its activities.
2. The supervisory board can meet without the participation of the management board where it considers it appropriate.

YES

NO

YES

YES

YES YES YES YES

YES

YES

NO

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

Two members of the Supervisory Board are appointed by the largest shareholder in accordance with the Company Charter, one member is a representative of the employees appointed by the Workers' Council, three members are independent, and all members have the necessary competencies and experience.

All members of the Audit Committee are also members of the Supervisory Board, so in accordance with Article 65, paragraph 7 of the Audit Act, the Audit Committee is exempted from the requirement of independence. One of the three members of the Remuneration Committee and the Appointment Committee is independent as defined in Annex A of the Code, while all members of these Committees have the necessary competencies and experience.

• Frequency and format of meetings
• Support
• Support
  Quality and
• timeliness of information Quality and
• timeliness of information Quality and
• timeliness of information Quality and
• timeliness of information
  Quality and
• timeliness of information
• Training and development
• Training and development
• Training and development
• Supervisory board evaluation
• Supervisory board evaluation
• Supervisory board evaluation
• Supervisory board evaluation
• Supervisory board evaluation

Responsibilities of

• the management bord
  Responsibilities of
• the management bord

Responsibilities of

• the management bord
  Responsibilities of
• the management bord
• Composition
• The president
• Limits on other appointments
• Limits on other appointments
• Board evaluation
• Board evaluation
• Board evaluation
• Board evaluation

Role of

• remuneration committee
  Remuneration of
• management board members
  Remuneration of
• management board members Remuneration of
• management board members Remuneration of
• management board members Remuneration of
• management board members Remuneration of
• supervisory board members

44 In the case of groups, the management board of the parent company is obliged to ensure effective oversight over the activities of other companies in the group.

1. The articles of association and/or internal company acts contain rules governing responsibilities and reporting procedures at the level of the parent company and subsidiaries.
   The supervisory board ensures that management maintains a profile of the management board
2. which determines the minimum number of members and a combination of members who possess the skills, knowledge and education, as well as professional and practical experience that are required for management board.
3. The president of the management board is formally responsible for the activities listed in Article 46. of the Code.
   Internal company documents provide that the members of the management board must obtain the
4. prior consent of the supervisory board before accepting appointment to the management board or supervisory board which is not part of the same group.

1. Internal documents of the company provide that board members are prohibited from holding more than two positions in the management or supervisory board of other such companies.
   The supervisory board in the last 12 months, evaluated the effectiveness of arrangements for
2. cooperation between the supervisory board and the management board, as well as the adequacy of support and information received from the management board.

1. Results of the evaluation of arrangements for cooperation between the supervisory board and management are included in the annual report.
2. The management board has evaluated its own effectiveness and that of its individual members in the last 12 months.

1. The management board has reported the conclusions of the evaluations of its members to the supervisory board.
2. The duties of the remuneration board include all the activities listed in Article 50 of the Code.
   The supervisory board determines the annual remuneration of of each member of the
3. management board, based on recommendations of the remuneration committee and in accordance with the approved remuneration policy.
   The level of receipts of members of the management board takes into account the agreed
4. strategy, risk appetite, the economic environment in which the company operates as well as wages and conditions of workers within companies.
   Remuneration policy provides that a management board member may not dispose of the shares
5. assigned to it as part of the remuneration at least two years from the date on which the shares were assigned to him or her.

Remuneration policy provides that a management board member may not make use of stock

53 options assigned to him or her as part of the remuneration for at least two years from the date on which stock options were assigned to him or her.

1. Remuneration policy includes provisions that closely define the circumstances in which a portion of the remuneration of management board member was put on hold or to was asked to be returned.
   Remuneration level for the president of the supervisory board and of other members of the
2. supervisory board reflects the time commitment and responsibilities, including the time commitment and responsibilities in the committees of the supervisory board.

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

YES

NO

NO

YES

In accordance with its powers set out in the Remuneration Policy, and in accordance with the recommendation of the Remuneration Committee, the Supervisory Board deviated from the Remuneration Policy in some parts when making a decision on the payment of variable remuneration to the members of the Management Board for the results achieved in 2022.

The Remuneration Policy does not provide for stock options as part of the remuneration of the Management Board members.

The Remuneration Policy of the Management Board members does not contain such provisions.

• Risk management and internal control
• Risk management and internal control
• Risk management and internal control
• Whistle-blowing
• Whistle-blowing
• Whistle-blowing
• Whistle-blowing
• Whistle-blowing

• Use of the company website
• Use of the company website
• Use of the company website
• Use of the company website
• Annual report

• Relations with shareholders
• Relations with shareholders
• Relations with shareholders
• General meeting
• General meeting
• General meeting
• General meeting
• General meeting

1. The audit committee receives reports of internal auditors and monitors the implementation of its recommendations.
2. The audit committee shall recommend to the supervisory board the appointment or dismissal of the heads of the internal audit function.

68 If the company des not have internal audit function, the audit committee has once in the last 12 months evaluated the need for this function as part of its assessment of internal control systems.

Management board, with the prior approval of the supervisory board, adopted a procedure for

1. reporting violations of laws or internal rules of the company, actual or in the case of suspected violation.
2. The procedure ensures that workers and external stakeholders do not suffer negative consequences if they report suspicious behavior.

1. Details of the procedure for registration are available free of charge on the website of the company.
   Statute and/or internal company documents stipulate the duty of the management board to inform
2. the supervisory board of any irregularities and and to agree on measures that must be implemented.

1. The audit committee evaluated the effectiveness of the procedure and its application in the last 12 months.
   All information that the company is required to disclose in accordance with the law, rules on the
2. listing, the Code and its own Articles of Association are available free of charge on the website of the company.
3. The company makes freely available and easily accessible on the website all the information requested by Article 72 of the Code.
4. The company ensures that the information on the website is kept up to date and published in accordance with time limits prescribed in law and regulations.

1. All data on the website are freely available in both Croatian and English.
2. The annual report contains all the information referred to in Article 74 of the Code.
   The Company ensured that all shareholders, regardless of the number or type of shares they hold,
3. have equal access to information about the company and about the way they can carry and protect their rights.
   The Company has established an effective formal mechanisms to ensure minority shareholders
4. the possibility of asking questions directly to president of the management board and president of the supervisory board, and the details of the functioning of these mechanisms are available free of charge on the website of the company.
   The Company has selected a person that will for all shareholders be the person to contact in
5. relations with investors, and contact of this person is available free of charge on the website of the company.
6. The articles of associationand/or internal rules of the company do not in any way limit the ability of shareholders to call a general meeting, to participate in it or to add items to the agenda.
7. The articles of association and/or internal company documents allow shareholders the opportunity to exercise their right to vote by proxy without restriction.

79 The articles of associationand/or internal company documents allow shareholders the opportunity to exercise their right to vote electronically without restrictions.

1. Explanation of other ways in which shareholders can exercise its right to vote are set out in the documents for the general meeting.
2. Notice of the general meeting is published no later than 30 days before it is held.

YES

NO

NO

YES

YES

YES

NO

NO

PARTIALLY

PARTIALLY

YES

YES

YES

YES

PARTIALLY

YES

YES

YES

NO

YES

YES

The decision on the appointment and dismissal of the head of the internal audit function is made by the Audit Committee.

The answer is NO, although the question is not applicable because there is an internal audit function in the company.

The Company acts in accordance with internal acts. In 2023, there were no reported irregularities.

The Company acts in accordance with the Law and internal acts.

All data were published in accordance with the Law, rules on the listing and the Charter, as well as most of the data required by the Code.

All data were published in accordance with the Law, rules on the listing and the Charter, as well as most of the data required by the Code.

In accordance with the Zagreb Stock Exchange Rules, the Company has appointed a person for investor relations through whom shareholders have the opportunity to ask questions. The contact information of this person is available on the Company's website. In addition, shareholders have the opportunity to ask questions directly to the President of the Management Board and the President of the Supervisory Board when participating in the General Assembly.

The possibility of voting in person or by proxy is provided.