Atlantic Grupa D.d.ZSE: ATGR

Notice on the held sessions of the MB, SB and convocation of the GA

· Issued by Atlantic Grupa d.d.


ATLANTIC GRUPA d.d. Miramarska 23 10 000 Zagreb

SECURITY: ATGR / ISIN: HRATGRRA0003 3ATG2 / ISIN: HRATGRO25CA5

LEI: 3157002G3ENYCZEB1A25 HOME MEMBER STATE: Croatia

REGULATED MARKET SEGMENT: Prime Market of the Zagreb Stock Exchange

Zagreb, 02 May 2025

- regulated information (holding of the general assembly)

Notice on the held sessions of the Management Board and Supervisory Board and the convocation of the General Assembly of the Company

Pursuant to Articles 133 and 135 of the Zagreb Stock Exchange Rules, Atlantic Grupa d.d., Miramarska 23, Zagreb (hereinafter: the Company) hereby announces that, on 30 April 2025, the session of the Company's Management Board was held, during which a proposal on the distribution of dividends was adopted.

Additionally, on the same date, 30 April 2025, the session of the Company's Supervisory Board was held, during which the Supervisory Board approved the audited non-consolidated and consolidated annual financial statements of the Company for 2024 and adopted the Management Board's proposal of the decision on the distribution of dividends.

The proposal of the Management Board and Supervisory Board for the decision on the distribution of dividends proposes to distribute the dividend in the total amount of EUR 1,50 per share to the shareholders of the Company in proportion to the number of shares held by each shareholder. The dividend shall be paid from the retained earnings of the Company realised in the business year 2021 and the part of the Company's earnings realised in the business year 2022. The proposal covers the distribution of dividends to shareholders of the Company registered as such in the depository of the Central Depository and Clearing Company on 02 July 2025 (record date), the date from which the Company shares will be traded without the right to dividend payment would be 01 July 2025 (ex date), and the proposed dividend payment date is 03 July 2025 (payment date).

In addition to the above, the Supervisory Board adopted proposals for the election of Mr. Siniša Petrović and Mr. Zoran Vučinić for a new term of office in the Company's Supervisory Board, the election of Ms. Andrea Gisle Joosen and Ms. Florence Jeantet as members of the Supervisory Board for a term of office of four years, starting from 04 September 2025, the election of Mr. Branislav Bibić as a member of the Supervisory Board for a term of office of four years, starting from 21 January





2026, and the election of Mr. Karl Weinfurtner as a member of the Audit Committee for a term of office of four years, starting from 04 September 2025, as well as other decision proposals that will be submitted to the Company's General Assembly for adoption.

Pursuant to Article 463, paragraph 4 of the Capital Market Act, the Company announces that the audited non-consolidated and consolidated annual financial statements of the Company for 2024, as publicly disclosed in accordance with Article 462, paragraph 1 of the Capital Market Act, were approved in full contents by the Supervisory Board as the competent body of the Company at the session held on 30 April 2025. The decision of the Company's Supervisory Board on approving annual reports of the Company, the Management Board's proposal on the use of profit and the Supervisory Board's proposal on the use of profit, pursuant to Article 463 of the Capital Market Act and the aforementioned provisions of the Zagreb Stock Exchange Rules, constitute an attachment to this announcement.

The General Assembly of the Company shall be scheduled for 24 June 2025. The invitation to the General Assembly, along with the decisions proposed for adoption, shall be disclosed to the public within the deadlines and in the manner prescribed by law.

Atlantic Grupa d.d.



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GRUPA

Pursuant to Article 300.d and in line with Article 300.c of the Companies Act (OG 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15,

40/19, 34/22, 114/22, 18/23, 130/23, 136/24), the Supervisory Board at its Session held on 30 April 2025 adopted the following:

DECISION

  1. The Supervisory Board hereby approves the 2024 ANNUAL REPORT of Atlantic Grupa d.d. that also inciudes the following:

    1. Annual Financial Statements for the Year 2024, non-consolidated and consolidated, consisting of the Statement of Financial Position (Balance Sheet), Income Statement, Statement of Other Comprehensive Income, Statement of Cash Flow, Statement of Changes in Equity and Notes to Financial Statements;

    2. Report on the performed audit by Ernst & Young d.o.o. from Zagreb and Kulié i Sperk d.o.o. from Zagreb;

    3. Annual Management Report on the Company's status / Management Report Atlantic Grupa d.d., containing the respective Sustainability Report;

    4. Sustainability Report assurance by Ernst & Young d.o.o.



  2. Pursuant to Article 300.d of the Companies Act, by granting approval as stated in the point I of this Decision, the 2024 Annual Financial Statements of Atlantic Grupa d.d. are considered to be approved by both the Management Board and the Supervisory Board.

    Zoran Vuéinié

    Chairman of the Supervisory Board



    Pursuant to Article 300b of the Companies, on its Session held on 30 April 2025 the Management Board adopted the following

    PROPOSAL OF DECISION ON USE OF RETAINED EARNINGS REALISED IN THE PREVIOUS BUSINESS YEARS AND USE OF EARNINGS REALISED FOR BY 2024
    1. In the business year ending on 31 December 2024, Atlantic Grupa has realised a consolidated net income after minority interests in the amount of EUR 26,451,491.00, while Atlantic Grupa d.d. has realised a net profit in the amount of EUR 10,149,742.87.

    2. The dividend in the amount of EUR 1.50 per share shall be distributed to the shareholders of the Company in proportion to the number of shares held by each shareholder. The dividend shall be paid from the retained (undistributed) earnings of the Company realised in the business year 2021 and the part of the retained (undistributed) earnings realised in 2022.

    3. The dividend shall be paid to all shareholders of the Company registered as such in the depository of the Central Depository and Clearing Company on 02 July 2025 (record date). The date on which the Company shares will be traded without the right to dividend payment shall be 01 July 2025 (ex date). The claim for dividend payment shall become due on 03 July 2025 (payment date).

    4. The net profit realised in the business year 2024 shall remain in the retained (undistributed) profit of the Company.

    5. This proposal will be submitted to the Supervisory Board for the adoption.



Emil Tedeschi

President of the Management Board



&RUPA

Pursuant to Article 220 of the Companies Act (OG 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23, 136/24),

Article 9 of the Articles of Association of Atlantic Grupa d.d. (hereinafter: the Company) and the proposal of the Company Management Board, the Supervisory Board proposes to the General Assembly, on 24 June 2025, to adopt the following

DECISION ON USE OF RETAINED EARNINGS REALISED IN THE PREVIOUS BUSINESS YEARS AND USE OF EARNINGS REALISED FOR BY 2024
  1. In the business year ending on 31 December 2024, Atlantic Grupa has realised a consolidated net income after minority interests in the amount of EUR 26,451,491.00, while Atlantic Grupa d.d. has realised a net profit in the amount of EUR 10,149,742.87.

  2. The dividend in the amount of EUR 1.50 per share shall be distributed to the shareholders of the Company in proportion to the number of shares held by each shareholder. The dividend shall be paid from the retained (undistributed) earnings of the Company realised in the business year 2021 and the part of the retained (undistributed) earnings realised in 2022.

  3. The dividend shall be paid to all shareholders of the Company registered as such in the depository of the Central Depository and Clearing Company on 02 July 2025 (record date). The date on which the Company shares will be traded without the right to dividend payment shall be 01 July 2025 (ex date). The claim for dividend payment shall become due on 03 July 2025 (payment date).



  4. The net profit realised in the business year 2024 shall remain in the retained (undistributed) profit of the Company.

Zoran Vucinié

Chairman of the Supervisory Board

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