Adris grupa d d : General Assembly decisions 10062022

HANFA - Croatian Financial Services Supervisory Agency

Ul. Franje Račkog 6

HR - 10 000 Zagreb

HANFA - Official Register of Regulated Information

Zagrebačka burza d.d.

Ivana Lučića 2a

HR - 10 000 Zagreb

HINA - Croatian News Agency

ots@hina.hr

In Rovinj, 10 June 2022

Subject: Adris grupa d.d. General Assembly decisions

The company Adris grupa d.d., headquartered in Rovinj (Town of Rovinj - Rovigno), Vladimira Nazora 1, OIB: 82023167977 (hereinafter: the Company), in accordance with the Capital Markets Act and the Rules of the Zagreb Stock Exchange, hereby publishes the following information.

On 10 June 2022 the General Assembly of the Company was held in accordance with the published Agenda:

1. Opening the General Assembly and establishing the list of participants at the General Assembly;
2. Consideration of the annual consolidated and non-consolidated financial reports for 2021, the Annual Report on the State of the Company and Affiliated Companies for 2021, and the Supervisory Board's Report on Oversight of business Operations in the Business Year 2021;
3. Adopting the Resolution on the Allocation of 2021 Profits;
4. Adopting the Resolution on Granting Discharge to Supervisory Board Members;
5. Adopting the Resolution on Granting Discharge to Management Board Members;

Adris Grupa d.d. / Obala Vladimira Nazora 1 / 52210 Rovinj, Hrvatska

tel.: +385 (0)52 801 000, 801 122; fax: +385 (0)52 813 587 / adris@adris.hr / www.adris.hr

1. Adopting the Resolution on Dividend Payment;
2. Adopting the Resolution on Approving the Report on the Income of Management Board and Supervisory Board Members in the Business Year 2021;
3. Adopting the Resolution on Amending the Company's Articles of Association;
4. Adopting the Resolution on Appointing the Auditor for the Business Year 2022.

At the General Assembly of the Company the following Resolutions were adopted:

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1. It is established that total profit after tax earned in 2021 amounts to HRK 2,354,268.70.

1. Total profit after tax earned in 2021, amounting to HRK 2,354,268.70 kuna, is allocated into the Company's retained profit.

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Members of the Supervisory Board of the Company are granted discharge for the business year 2021.

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Members of the Management Board of the Company are granted discharge for the business year 2021.

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1. A dividend amounting to HRK 15.50 per share will be paid out to shareholders of the Company from retained profit generated from the Company's operations in the period from 2005 to 2011.

1. The right to receive the dividend specified in Paragraph I of this Resolution is granted to all shareholders of the Company who were registered as shareholders in the Central Depository and Clearing Company's depository on 15 June 2022. The dividend will be paid out on 5 July 2022.

1. This Resolution comes into force on the day it is adopted.

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1. The Report on the Income of Management Board and Supervisory Board Members for Business Year 2021 is approved, alongside the Auditor's Report, both of which are integral parts of this Resolution.

Adris Grupa d.d. / Obala Vladimira Nazora 1 / 52210 Rovinj, Hrvatska

tel.: +385 (0)52 801 000, 801 122; fax: +385 (0)52 813 587 / adris@adris.hr / www.adris.hr

1. This Resolution comes into force on the day it is adopted.

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1. Article 3 Paragraph 1 of the Company's Articles of Association is amended and now reads:
   "3.1. The subject of the Company's business domestically and abroad includes:

63.12 Storage of goods

63.40 Activities of other transport agencies

1. Real estate services utilizing own property
2. Letting services utilizing own property

70.32.1 Real estate management services, for a fee or on a contract basis

73.10 Research and experimental development services in natural, technical and technological sciences

1. Market research and public opinion polling services
2. Business and management consulting services
3. Holding management services

74.3 Technical testing and analysis services

74.40 Advertising services

74.8 Various business services, not elsewhere specified

• Buying and selling goods
• Merchanting on the domestic and foreign market

• Accounting and bookkeeping services

II. Article 5, Paragraph 5 of the Company's Articles of Association is amended and now reads:

1. 6.784.100 preferred shares, without nominal value, which are registered. Each of these shares is labelled ADRS-P-A, which designates it as a preferred share with priority with regard to the payment of dividends, payment of the remaining liquidation or bankruptcy estate and the collection of accumulated unpaid dividends before the payment of dividends to holders of ordinary shares, without voting rights at the General Assembly of the Company.

Adris Grupa d.d. / Obala Vladimira Nazora 1 / 52210 Rovinj, Hrvatska

tel.: +385 (0)52 801 000, 801 122; fax: +385 (0)52 813 587 / adris@adris.hr / www.adris.hr

1. 1. 9.615.900 ordinary shares, without nominal value, which are registered. Each of these shares is labelled ADRS-R-A, which designates it as an ordinary share with voting rights at the General Assembly of the Company, with the right to dividend payments and payments from the remaining liquidation or bankruptcy estate."
2. Article 9 Paragraph 1 of the Company's Articles of Association is amended and now reads:
   "9.1. Within five (5) years from when this amendment to the Articles of Association comes into force, the Company's Management Board is authorized, subject to the Supervisory Board's approval, to adopt one or more decisions on increasing the Company's share capital by paying contributions in cash, goods or rights and by issuing new shares, provided that the total amount of such capital increase does not exceed HRK 30,000,000.00. With regard to the shares issued pursuant to this Paragraph, the Company's Management Board is authorized, subject to the Supervisory Board's approval, to determine the rights granted by the shares and the conditions for issuing the shares, including the possibility of issuing preferred and ordinary shares which will grant equal rights as existing preferred and ordinary shares, as well as to exclude the shareholders' pre-emptive right with regard to purchasing new shares."

1. Article 33 Paragraph 2 of the Company's Articles of Association is deleted, and the numbering of the remaining paragraphs of Article 33 is amended accordingly.

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PricewaterhouseCoopers d.o.o., Zagreb, Heinzelova 70, and Deloitte d.o.o. Zagreb, Radnička cesta 80, are appointed the Company's auditors for the business year 2022.

ADRIS GRUPA d.d.

Adris Grupa d.d. / Obala Vladimira Nazora 1 / 52210 Rovinj, Hrvatska

tel.: +385 (0)52 801 000, 801 122; fax: +385 (0)52 813 587 / adris@adris.hr / www.adris.hr