Hrvatska postanska banka d d : HPB d.d. - Code of Corporate Governance Questionnaire for 2023

LEI

529900D5G4V6THXC5P79

Home Member

Republic of Croatia

State of Issuer

HRVATSKA POŠTANSKA BANKA p.l.c.

ISIN

HRHPB0RA0002

Management Board

Stock Exchange

HPB

Jurišićeva ulica 4, HR-10000 Zagreb

Identifier

Phone: +385 1 4804 400, +385 1 4804 409

Regulated Market/

Zagreb Stock Exchange Inc.

Segment

Official Market

Fax: +385 1 4810 773

Subject:

HRVATSKA POŠTANSKA BANKA, p.l.c.

-

The Corporate Governance Code

-

Compliance questionnaire for 2023

2023

319

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

1

Cooperation

1

The articles of association and/or other internal acts clearly define the powers of the supervisory

YES

board and management board.

1

Cooperation

1

The articles of associationand/or other internal acts are available free of charge on the website

YES

of the company.

The supervisory board has adopted a decision in which it stated categories of decisions and

The Credit InstiThe Credit Institutions Act, relevant bylaws and internal acts of the

legal transactions that require prior approval by the supervisory board and those decisions

1

Cooperation

2

NO

Bank define for which categories of decisions or legal affairs the prior consent of

about which management board must consult with the supervisory board before making a

the Supervisory Board is required.

decision, and a summary thereof is available free of charge on the website of the company.

The articles of association and/or internal company acts provide for prior consent of the

1

Cooperation

2

supervisory board for making important decisions that affect the strategy of the company,

YES

expenses, risk exposure and reputation.

The articles of association and/or internal company acts stipulate that the supervisory board and

1

Cooperation

3

its committees have timely access to documents, premises and employees when necessary for

YES

the performance of their duties.

The articles of association and/or other internal company acts stipulate that the management

1

Cooperation

4

board must report to the supervisory board at regular intervals on the operating results of the

YES

company, financial situation, substantial financial and non-financial risks and results of

interaction with shareholders and other stakeholders.

Statutes and/or internal company documents stipulate that the president of the management

1

Cooperation

5

board shall immediately notify the supervisory board if there is or is likely for an event to arise

NO

Article 42 of the Article 42 of the Credit Institutions Act defines in which cases the

that has the potential to significantly affect the results, financial position or reputation of the

Bank's Management Board must notify the Supervisory Board.

company.

The supervisory board approved the code of conduct (or other internal act), which establishes

1

Rules of conduct

6

rules of conduct to be followed by members of the management and supervisory board

YES

members, employees and others acting on behalf of the company, which also contains rules and

measures to be taken in case of its violations.

1

Rules of conduct

6

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

YES

company.

2

Conflict of interest

7

For members of the management board and the supervisory board the prohibition of

YES

participation in decision-making in relation to which there are conflicts of interest is stipulated.

2

Conflict of interest

7

The supervisory board has given prior consent to the policy for managing conflicts of interest.

YES

2

Conflict of interest

7

The policy for managing conflicts of interest is available free of charge on the website of the

YES

company.

2

Conflict of interest

8

Members of the supervisory board are obliged to inform the entire supervisory board that they

YES

are in an actual or potential conflict of interest.

2

Conflict of interest

8

Management board members have a duty to inform the president of the supervisory board and

YES

other members of the management board of an actual or potential conflict of interest.

2

Conflict of interest

8

The supervisory board keeps records of all notices pertaining to conflict of interest.

YES

Member of the management board or the supervisory board has an obligation to inform the

2

Conflict of interest

9

President and/or Vice-President of that board if it considers that another member of

YES

management or supervisory board is in an actual or potential conflict of interest.

Members of the supervisory board and management do not perform activities that compete with

2

Competition ban

10

the business of the company, are not members of the management or supervisory boards of the

YES

companies that carry out such activities nor hold more than 5% stake in such companies.

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

2

Competition ban

10

companies with which the company is in the competition, informed the secretary of the company

YES

of all the shares in such companies and the details of these shares are available free of charge

on the website of the company.

Related party

No transactions between members of the management or supervisory board and the company

2

11

(or a person affiliated with any party) can not be concluded without the prior consent of the

YES

transactions

supervisory board.

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

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

As the Bank is dealing with credit and deposit operations, the fair value of these

Related party

transactions is equal to the nominal monetary value. The Credit Institutions Act,

2

11

any such transaction, and his or her report has to be available free of charge on the website of

NO

transactions

bylaws and EU regulations applicable to credit institutions do not prescribe

the company.

described conduct in such transactions.

Related party

The company has adopted procedures for the approval and disclosure of transactions between

2

12

members of the management or supervisory board and the company (or a person affiliated with

YES

transactions

any party).

2

Related party

12

The audit committee annually assesses the effectiveness of these procedures.

YES

transactions

The role of the

The supervisory board is responsible for appointing and dismissing members of the

3

13

management board and making recommendations for candidates for members of the supervisory

YES

supervisory board

board to the general meeting.

3

The role of the

13

The supervisory board has approved formal and transparent procedure for the appointment to

YES

supervisory board

both management and supervisory boards.

The supervisory board has set as a target percentage of female members of the supervisory

3

The role of the

14

board and the management board, which must be achieved in the next five years and adopted a

YES

supervisory board

plan for the implementation of this goal. Percentage on target and plan were published in the

annual report.

3

The role of the

14

A report explaining progress on the plan has been published in the annual report.

YES

supervisory board

The role of the

3

nomination

15

The nomination committee has all the tasks listed in Article 15 of the Code.

YES

committee

Election of

When nominating candidates for the supervisory bord to the general meeting for election the

supervisory board

3

16

company provides information within the general meetin materials on the items requested by

YES

members by the

Article 16. of the Code.

general meeting

Election of

3

supervisory board

16

Informations provided by Article 16 of the Code are freely available on the company`s website.

YES

members by the

general meeting

Election of

3

supervisory board

17

Materials for the general meeting contain all the information listed in Article 17 of the Code.

YES

members by the

general meeting

Election of

The information referred to in Article 17 of the Code is available free of charge on the website of

The provisions of Bank's Articles of Association don't define members of

supervisory board

3

18

the company also in cases where workers' representative or another member of the supervisory

NO

the Supervisory Board elected among employees' representatives or members

members by the

board which is not elected by the shareholders at the general meeting is apointed.

who are not elected by the shareholders at the General Assembly.

general meeting

Responsibilities of

The terms od reference of the supervisory bord include all the responibilities set in Article 19. of

4

the supervisory

19

YES

the Code.

board

The Bank's Articles of Association, determined by the General Assembly,

define the number of Supervisory Board members, but it's target structure and

The supervisory board has developed a supervisory board profile which specifes the minimum

conditions for membership are defined by the Policy on the target structure and

the assessment of the suitability of the members of the Supervisory of the Bank,

4

Composition

20

number of members and combination od skills, knowledge and education, as well as

PARTIALLY

in accordance with Credit Institutions Act and Decision on the assessment of the

professionaln and practical experience that required in the supervisory board.

suitability of the chairperson of the management board, members of the

management board, members of the supervisory board and key function holders

in a credit institution, issued by Croatian National Bank.

4

Composition

21

The supervisory board includes members of different gender, age, profile and experience to

ensure a diversity perspective when making decisions.

4

Composition

22

Majority of the members of the supervisory board are independent in accordance with the

YES

definition set out in Appendix A of the Code.

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

4

Composition

22

The President or deputy president of the supervisory board are independent.

NO

Two out of three members of the Supervisory Board are not independent as

defined in Annex A of the Code.

4

President

23

The president of the supervisory bord is responible for the activities listed in Article 23. of the

YES

Code.

4

Board committees

24

Supervisory board established the nomination committee.

YES

4

Board committees

24

Supervisory board established the renumeration committee.

YES

4

Board committees

24

Supervisory board established the audit committee.

YES

The Supervisory Board has established the mandate and activities of each its

4

Board committees

24

The supervisory board stipulated the manadate and activities of each committee.

PARTIALLY

committees, with the exception of the mandate of two members of the Audit

Committee who are simultaneously members of the Supervisory Board, since

they are elected by the General Meeting which also determines their mandate.

Each committee of the supervisory board consists of members who have the necessary skills,

4

Board committees

26

knowledge and education, as well as professional and practical experience to carry out the

YES

committee responsibilities effectively.

4

Board committees

27

Each committee of the supervisory board has at least three members.

YES

Majority of the members of each committee of the supervisory board are independent (as

Majority of Audit Committee members are independent, while other Supervisory

4

Board committees

27

PARTIALLY

Bord committees are consisted of members of Supervisory Board, where one

defined in Appendix A of the Code).

member is indempendent.

4

Board committees

27

Board members are prohibited to be members of the committee of the supervisory board.

YES

4

Board committees

28

The terms of reference of each committee is made freely available on the company's website

YES

The Company's annual report includes a report on the work of each committee of the

4

Board committees

28

supervisory board as well as information on the number of meetings held and the members of

YES

the committee.

The minimun expected time commitmnet of each supervisory board member is specified on their

One of conditions checked during assessing the suitability of candidates for

4

Time commitment

29

PARTIALLY

electing as members of Supervisory Bord, is the assessment of the possibility

appointment.

of his commitment to the performance of duties.

4

Time commitment

29

The annual report includes record of attendance at the meetings for each member of the

YES

supervisory board and its committees.

The articles of association and/or internal company acts stipulate the obligation of the

4

Time commitment

30

supervisory board member to inform the secretary of the company about their membership in the

YES

supervisory board or the management board of other companies.

4

Frequency and

31

The supervisory board meets at least every three months.

YES

format of meetings

4

Frequency and

31

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

YES

format of meetings

meetings.

4

Frequency and

31

Committees of the supervisory board shall meet as often as necessary for the effective

YES

format of meetings

discharge of their duties, and regularly report to the supervisory board on its activities.

4

Frequency and

32

The supervisory board can meet without the participation of the management board where it

YES

format of meetings

considers it appropriate.

4

Frequency and

32

Non-Board committee memebers can participate in committee meeting only at the invitation of

YES

format of meetings

the committee.

4

Support

33

The company has designated an individual to carry out the duties of a company secretary.

YES

According to the company's internal acts, the person carrying out the duties of a company

4

Support

33

secretary is responsible for ensuring that supervisory board procedures are complied with,

YES

advising the supervisory board on governance matters, supporting the president of the

supervisory board and helping the supervisory board and committees to function efficiently.

Quality and

The board terms of reference and/or internal acts require the materials for supervisory board

4

timeliness of

34

YES

meetings to be provided to all its members at least one week before the meeting.

information

Quality and

The bord committee terms of reference and/or internal acts require the materials for board

4

timeliness of

34

YES

committee meetings to be provided to all its members at least one week before the meeting.

information

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

Quality and

The articles of association and/or internal company acts anticipate that the minutes of the

4

timeliness of

35

YES

meeting of the supervisory board must be available to all members of the supervisory board.

information

Quality and

Supervisory Board meeting minutes provide data on voting results including details of how

4

timeliness of

35

YES

individual members voted.

information

Quality and

The supervisory board has the right to receive information and advice from people outside the

company at the expense of the company if it considers it necessary to successfully carry out its

This right of Supervisory Bord is prescribed by the CNB Decision on the

4

timeliness of

36

PARTIALLY

duties, provided that the procedure for it is specified in the internal documents of the company

Management System.

information

issued by the management board with the consent of the supervisory board.

4

Training and

37

All members of the supervisory board at the time of appointment received introduction training

YES

development

for their role.

4

Training and

37

All supervisory bord members receive ongoing training and education to improve their sills and

YES

development

knowledge.

4

Training and

38

The supervisory board members receive regular updates and briefings from the management

YES

development

board and experts on matters relevant to the company and to their duties.

4

Supervisory board

39

The supervisory board evaluated its effectiveness in the past 12 months.

YES

evaluation

4

Supervisory board

39

The supervisory board assessed the individual results of its members in the last 12 months.

YES

evaluation

4

Supervisory board

39

The evaluation of the supervisory board was led by the president or deputy president.

YES

evaluation

Supervisory board

The evaluation of the supervisory board included an assessment of all the matters specified in

Structure of the Supervisory Board is evaluated once a year for credit institutions,

4

40

NO

through a regular annual assessment of the collective suitability of the Supervisory

evaluation

Article 40 of the Code

Board.

Annual Report comprises a summary of results of Supervisory Board member

fit&proper assessment. This assessment was carried out in line with applicable

4

Supervisory board

41

The annual report includes the assessment report of the supervisory board and its committees in

PARTIALLY

regulation by the Committee for fit&proper assessment that had been established

evaluation

which they assessed all the circumstances set out in Article 41 of the Code.

in the Bank. On yearly basis, General Assembly issues a Decision on suitability of

Supervisory Board on an individual and collective level. This Decision is publicly

disclosed.

Responsibilities of

5

the management

42

The duties of management board include all the activities listed in Article 42 of the Code.

YES

bord

Responsibilities of

The supervisory board has approved internal rules of procedure adopted by the management

Management Board of the Bank adopted the rules of procedure of Management

5

the management

43

PARTIALLY

board that define the matters specified in Article 43. of the Code.

Board and defined the provisions of Article 43 of the Code.

bord

Responsibilities of

In the case of groups, the management board of the parent company is obliged to ensure

5

the management

44

YES

effective oversight over the activities of other companies in the group.

bord

Responsibilities of

The articles of association and/or internal company acts contain rules governing responsibilities

5

the management

44

YES

and reporting procedures at the level of the parent company and subsidiaries.

bord

The supervisory board ensures that management maintains a profile of the management board

5

Composition

45

which determines the minimum number of members and a combination of members who possess

YES

the skills, knowledge and education, as well as professional and practical experience that are

required for management board.

5

The president

46

The president of the management board is formally responsible for the activities listed in Article

YES

46. of the Code.

Limits on other

Internal company documents provide that the members of the management board must obtain

5

47

the prior consent of the supervisory board before accepting appointment to the management

NO

Regulated by the Act on the prevention of conflict of interest.

appointments

board or supervisory board which is not part of the same group.

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

5

Limits on other

47

Internal documents of the company provide that board members are prohibited from holding

NO

Regulated by the Act on the prevention of conflict of interest.

appointments

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

5

Board evaluation

48

cooperation between the supervisory board and the management board, as well as the

YES

adequacy of support and information received from the management board.

5

Board evaluation

48

Results of the evaluation of arrangements for cooperation between the supervisory board and

YES

management are included in the annual report.

5

Board evaluation

49

The management board has evaluated its own effectiveness and that of its individual members

YES

in the last 12 months.

5

Board evaluation

49

The management board has reported the conclusions of the evaluations of its members to the

YES

supervisory board.

Role of

6

remuneration

50

The duties of the remuneration board include all the activities listed in Article 50 of the Code.

YES

committee

Remuneration of

The supervisory board determines the annual remuneration of of each member of the

6

management board

51

management board, based on recommendations of the remuneration committee and in

YES

members

accordance with the approved remuneration policy.

Remuneration of

The level of receipts of members of the management board takes into account the agreed

6

management board

52

strategy, risk appetite, the economic environment in which the company operates as well as

YES

members

wages and conditions of workers within companies.

Remuneration of

Remuneration policy provides that a management board member may not dispose of the shares

6

management board

53

assigned to it as part of the remuneration at least two years from the date on which the shares

YES

members

were assigned to him or her.

Remuneration of

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

6

management board

53

options assigned to him or her as part of the remuneration for at least two years from the date on

YES

members

which stock options were assigned to him or her.

Remuneration of

Remuneration policy includes provisions that closely define the circumstances in which a portion

6

management board

53

of the remuneration of management board member was put on hold or to was asked to be

YES

members

returned.

Remuneration of

Remuneration level for the president of the supervisory board and of other members of the

6

supervisory board

54

supervisory board reflects the time commitment and responsibilities, including the time

YES

members

commitment and responsibilities in the committees of the supervisory board.

Remuneration of

Remuneration policy and/or internal company documents prohibit the inclusion of variable

6

supervisory board

55

YES

elements or other elements related to performance in the remuneration of the supervisory board.

members

6

Reporting on

56

Remuneration policy of the company was approved by shareholders at a general meeting.

YES

remuneration

6

Reporting on

56

The company has made freely available on its website its remuneration policy, as approved by

YES

remuneration

the shareholders.

6

Reporting on

57

Annual report on remuneration includes data on remuneration of each individual member of the

YES

remuneration

supervisory board as well as other information contained in Article 57 of the Code.

Roles of the

Management board, with the prior approval of the supervisory board, adopted a policy that

supervisory and

7

58

determines the nature and extent of risk that company needs and that is willing to take in order

YES

management

to achieve all the long-term strategic objectives ( "risk appetite").

boards

Roles of the

7

supervisory and

59

The management board is formally responsible for the activities listed in Article 59 of the Code.

YES

management

boards

7

Role of the audit

60

Terms of reference of the audit committee includes all activities listed in Article 60 of the Code.

YES

committee

7

Role of the audit

61

The audit committee, the supervisory board or one of its committees, undertook the activities

YES

committee

referred to in Article 61 of the Code.

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

Relations with the

The audit committee oversees the process of selection and appointment of external auditors in

7

62

accordance with the legal requirements and makes recommendations to the supervisory board

YES

external auditor

for the selection of the external auditor and conditions for their appointment.

7

Relations with the

63

The audit committee in the last 12 months approved the work plan of the external auditors, which

YES

external auditor

includes the scope and content of the activities to be audited.

7

Relations with the

63

The audit committee shall meet as necessary with the external auditors to discuss the issues

YES

external auditor

that have been identified during the audit and to oversee the quality of services provided.

7

Relations with the

64

The audit committee if responsible for monitoring the independence and objective of external

YES

external auditor

auditor.

Relations with the

The audit committee approved a policy on permitted non-audit services provided by the external

Any non audit service contracted with the statutory auditor, which is not prohibited

7

64

PARTIALLY

in accordance with EU Regulation 537/2014, is subject to prior consent of the audit

external auditor

auditor.

committee.

7

Risk management

65

The audit committee evaluated the effectiveness of risk management and internal control system

YES

and internal control

as a whole at least once a year.

Risk management

The audit committee, where appropriate, makes recommendations to the supervisory board and

7

65

management board regarding the effectiveness of risk management and internal control

YES

and internal control

systems.

7

Risk management

66

The company maintains an effective risk management system that provides reliable identification

YES

and internal control

of risk measurement, answers, reporting and supervision.

Risk management

The company has determined clear internal responsibilities for the maintenance of the risk

7

66

management system and a clear procedure for maintaining contact between persons

YES

and internal control

responsible and the audit committee.

7

Risk management

67

The company has established an internal audit function responsible for monitoring the

YES

and internal control

effectiveness of internal control systems, including risk management.

7

Risk management

67

The audit committee approved the internal audit plan in the last 12 months.

YES

and internal control

7

Risk management

67

The audit committee receives reports of internal auditors and monitors the implementation of its

YES

and internal control

recommendations.

7

Risk management

68

The audit committee shall recommend to the supervisory board the appointment or dismissal of

YES

and internal control

the heads of the internal audit function.

7

Risk management

68

If the company des not have internal audit function, the audit committee has once in the last 12

NO

The Bank has an internal audit function.

and internal control

months evaluated the need for this function as part of its assessment of internal control systems.

Subsequent to negotiation with union representative carrying out a function of

workers' committee, the Bank's Management Board has adopted a Manual on

procedure for reporting irregularities, which is completely compliant with the

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

Wistleblower Protection Act (NN 46/22). According to this Act, there is no legal

basis due to which Supervisory Board's assent would be nSubsequent to

7

Whistle-blowing

68

reporting violations of laws or internal rules of the company, actual or in the case of suspected

PARTIALLY

negotiation with union representative carrying out a function of workers' committee,

violation.

the Bank's Management Board has adopted a Manual on procedure for reporting

irregularities, which is completely compliant with the Wistleblower Protection Act

(NN 46/22). According to this Act, there is no legal basis due to which Supervisory

Board's assent would be necessary.

7

Whistle-blowing

69

The procedure ensures that workers and external stakeholders do not suffer negative

YES

consequences if they report suspicious behavior.

7

Whistle-blowing

69

Details of the procedure for registration are available free of charge on the website of the

YES

company.

Statute and/or internal company documents stipulate the duty of the management board to

7

Whistle-blowing

70

inform the supervisory board of any irregularities and and to agree on measures that must be

YES

implemented.

ANSWER

(Each question is

EXPLANATION

CHAPTER

PROVISION

ARTICLE

QUESTION

answered by chosing

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

the answer from the

drop-down menu)

In accordance with special regulations for CI, the Audit Committee is not competent

to evaluate the effectiveness of the whistle-blowing procedure and its application.

The role and competence of the AC of the Bank is prescribed in Art. 12 of the

7

Whistle-blowing

70

The audit committee evaluated the effectiveness of the procedure and its application in the last

PARTIALLY

Whistle-Blowing Ordinance, consists in verifying the facts and evidence specified

12 months.

in the report received, to control the procedure for establishing all disputed facts,

as well as to propose appropriate measures after the procedure for establishing all

the facts has been closed. In 2023, no reports of irregularities were received;

therefore there was no need to carry out any controls, nor impose measures.

Use of the company

All information that the company is required to disclose in accordance with the law, rules on the

8

71

listing, the Code and its own Articles of Association are available free of charge on the website

YES

website

of the company.

8

Use of the company

72

The company makes freely available and easily accessible on the website all the information

YES

website

requested by Article 72 of the Code.

8

Use of the company

73

The company ensures that the information on the website is kept up to date and published in

YES

website

accordance with time limits prescribed in law and regulations.

8

Use of the company

73

All data on the website are freely available in both Croatian and English.

YES

website

8

Annual report

74

The annual report contains all the information referred to in Article 74 of the Code.

YES

Relations with

The Company ensured that all shareholders, regardless of the number or type of shares they

9

75

hold, have equal access to information about the company and about the way they can carry and

YES

shareholders

protect their rights.

The Company has established an effective formal mechanisms to ensure minority shareholders

9

Relations with

76

the possibility of asking questions directly to president of the management board and president

YES

shareholders

of the supervisory board, and the details of the functioning of these mechanisms are available

free of charge on the website of the company.

Relations with

The Company has selected a person that will for all shareholders be the person to contact in

9

77

relations with investors, and contact of this person is available free of charge on the website of

YES

shareholders

the company.

9

General meeting

78

The articles of associationand/or internal rules of the company do not in any way limit the ability

YES

of shareholders to call a general meeting, to participate in it or to add items to the agenda.

9

General meeting

79

The articles of association and/or internal company documents allow shareholders the

YES

opportunity to exercise their right to vote by proxy without restriction.

The provisions of the Bank's Articles of Association stipulate that the Bank's

Management Board is authorized to make a decision that would enable

The articles of associationand/or internal company documents allow shareholders the

shareholders to exercise all or only some of their rights by electronic

9

General meeting

79

NO

communication in full or in part when they do not personally participate in the

opportunity to exercise their right to vote electronically without restrictions.

General Assembly on the place where it is held, all in accordance with relevant

provisions of the Companies Act and taking into account any additional

circumstances.

9

General meeting

79

Explanation of other ways in which shareholders can exercise its right to vote are set out in the

YES

documents for the general meeting.

9

General meeting

80

Notice of the general meeting is published no later than 30 days before it is held.

YES

9

General meeting

80

The agenda, decisions and all other materials required for the general meeting are available

YES

free of charge on the website of the company.

9

General meeting

80

All documents are available in English and Croatian language.

YES

9

General meeting

81

All persons referred to in Article 81 of the Code were present at the general meeting in the past

YES

12 months.

The external auditor was present at the general meeting where financial statements are

The external aThe external auditor presented the financial report at the meeting of

9

General meeting

81

NO

the Supervisory Board at which it was determined in terms of the provisions of

presented.

Article 300d of the Companies Act.