Annual report Plava Laguna Group 2025 final28 04

YEAR 2025

ANNUAL REPORT

Porec, April 2026

PLAVA LAFg UNA

CONTENT

MANAGEMENT REPORT 3

ABOUT PLAVA LAGUNA 6

PLAVA LAGUNA OPERATIONS IN 2025 15

EXPECTED FUTURE DEVELOPMENT OF PLAVA LAGUNA 23

INDEPENDENT PRACTITIONER'S LIMITED ASSURANCE REPORT 25

SUSTAINABILITY STATEMET IN 2025 30

STATEMENT ON CHANGES TO THE CORPORATE GOVERNANCE CODE 148

INDEPENDENT AUDITOR'S REPORT 150

STATEMENT OF THE MANAGEMENT BOARD'S RESPONSIBILITIES 160

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENT 161

MANAGEMENT REPORT

Scope of reporting: In accordance with the Capital Market Act, the Company publishes audited financial statements at the level of Plava Laguna d.d. (hereinafter: the Company), and on a consolidated level (hereinafter: the Group) for the period from 1 January 2025 to 31 December 2025. The Group consists of the principal company Plava Laguna d.d. and its dependent companies Istra D.M.C d.o.o. Umag, Travel

d.o.o. Poreč, Istraturist j.d.o.o. Umag, and Hotel Croatia d.d. Cavtat. Along with the audited financial

statements, a Management Report and an audited Sustainability Report are published.

Sustainability report: The Group publishes an audited Sustainability Report for 2025 in accordance with the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS), to meet the European Union regulatory requirements, enhance business transparency, and provide stakeholders with clear, comparable, and reliable informations on its environmental, social and governance issues.

Operational indicators

In 2025, the Group achieved 5.4 million overnight stays, which is at the same level as the previous year. Observed by sales channels, the group segment continued its growth trend, with positive effects on capacity utilization in the pre-season and post-season. The direct sales channel remains the most significant sales channel, with a pronounced positive impact on overall business performance.

By segment, hotels and apartments recorded a total of 2.83 million overnight stays, representing a slight decrease compared to 2024, while campsites achieved 2.61 million overnight stays, marking an increase of 1.4% compared to the previous period. The guest structure remains stable, with the most significant share of overnight stays still generated by traditional source markets such as Germany, Austria, and Slovenia.

Financial Indicators

In 2025, the Group achieved the planned levels of key financial indicators, confirming business stability and the preservation of a strong market position.

The Group's total operating revenues in 2025 amounted to 253.3 Euros million, representing an increase of 13.9 million Euros or 5.8% compared to the previous year. Revenue growth was primarily driven by higher accommodation revenues, supported by an increase in average prices across all segments, including hotel properties and, in particular, campsites, which have seen significant capital investments.

The Group's total operating expenses amounted to 196.1 million Euros, an increase of 14.7 million Euros or 8.1% compared to the previous year. The rise in expenses is mainly the result of higher depreciation and recognized impairment of non-current assets, in line with the execution and initiation of major capital investments and reconstruction projects launched in the last quarter of 2025.

Operating expenses excluding depreciation and the aforementioned asset impairment amounted to

155.2 million Euros, reflecting an increase of 6.4% or 9.3 million Euros compared to the previous year, driven by inflationary pressures on service, raw material, and material costs. Within the cost structure, a significant increase was recorded in personnel expenses, which rose by 10% or EUR 5.8 million due to wage increases and additional employee benefits, aimed at aligning with market labor conditions and maintaining a stable working environment.

Adjusted operating profit (EBITDA), corrected for one-off items, amounted to EUR 96.9 million, while EBITDAR reached EUR 99.6 million, representing an increase of 4.1% or EUR 4 million compared to the previous year. The EBITDA margin stood at 40%, confirming the Group's high level of operational efficiency despite inflationary pressures and rising operating costs.

Review of the most significant Group financial indicators

in mil EUR

2025

2024

Index

2025/2024

Difference

Operating income - after deduction for agency fees

and one-time extraordinary positions

242.1

228.7

105.8

13.4

Operating income 253.3 239.4 105.8 13.9

Effect of one -time extraordinary positions 1.1 0.7

EBITDA1 98.0 93.5 104.8 4.5

EBITDA - after adjustment of one-time positions 96.9 92.8 104.4 4.1

Tourist land lease cost (2.7) (2.8)

EBITDAR - after adjustments of one-time positions 99.6 95.6 104.1 4.0

EBITDA margin (%) 40.03 40.59

Net debt2 (14.7) 18.2

1EBITDA= operating profit + depreciation - other gains/(losses) - net

2 Net debt = borrowings net of cash and cash equivalents

The impact of applying IFRS 16 on the treatment of tourism land and other lease contracts is not included in the indicator.

Financial activities resulted in a net negative outcome of EUR 3.6 million, representing a deterioration compared to the previous year. This result is primarily attributable to lower interest income from deposits and money market funds, in line with money market trends, as well as higher financing costs arising from the use of long-term credit facilities to fund capital investments.

The profit before tax amounted to 53.5 million Euros, and is lower compared to the previous year, as a result of the negative outcome of financial activities and increased one-off expenses related to capital investments.

The Group's corporate income tax resulted in a net tax income of 3.5 million Euros, based on the use of investment incentives. Plava Laguna, in accordance with the Investment Promotion Act, obtained the status of an incentive beneficiary for an investment project for the period from 2022 to 2025. Based on the investments completed by 31 October 2025, the Group realized the right to a tax incentive in the total amount of 20.8 million Euros, of which 14 million Euros had been utilized by the end of 2025 (2025: 7 million Euros; 2024: 7 million Euros), while the remaining amount was recognized as deferred tax assets.

The Group's net profit, according to audited data, amounted to 57.0 million Euros, representing an increase of 1% or 876 thousand Euros compared to the same period of the previous year.

Assets and liabilities

As of 31st December 2025, the Group's total assets amounted to 600.7 million Euros. Loan liabilities totalled 111.2 million Euros, while the Group held 96.0 million Euros in cash and cash equivalents, maintaining a strong liquidity position.

Capital investments and destination development

The Group carried out significant capital investments totalling 90 million Euros, aimed at enhancing the quality of accommodation capacities across its portfolio components, improving supporting infrastructure, and creating and upgrading additional guest services, all with the goal of further strengthening its competitive market position. The product development strategy was guided by the creation of added value for guests, principles of sustainability, and long-term profitability, with the achieved results confirming the consistency and effectiveness of this approach. The Group continues to invest in destination development, among other things through the organisation of prestigious sporting events, such as the ATP tournament "Plava Laguna Croatia Open Umag," held for the 35th consecutive time in 2025, and the triathlon race "Plava Laguna Ironman 70.3 Poreč, Istria - Croatia."

Awards and recognitions

Plava Laguna was awarded the title "Entrepreneur of the Year of the Istria County" as part of the

national awards for the best entrepreneurs in the Republic of Croatia, Bilanca uspjeha 2025.

The annual "Recommended on HolidayCheck" award was presented to the hotels Parentium, Molindrio, Mediteran, Materada, Albatros, Park, Garden Suites Park, Plavi, Villa Galijot, Sipar, Residence Garden Istra, and Garden Suites Umag.

In 2025, the Group achieved stable operating results and maintained a high level of profitability despite pronounced inflationary pressures and rising costs. Revenue growth, effective business management, and a strong liquidity position confirm the resilience of the business model and the successful execution of strategic objectives.

Significant capital investments in product quality and destination development provide a solid foundation for long-term growth and further strengthening of the Group's market position, with a continued focus on sustainability and the creation of long-term value for all stakeholders.

INTRODUCTION TO PLAVA LAGUNA

Founded nearly 70 years ago and headquartered in Poreč, Plava Laguna d.d. is one of the key participants in Croatia's tourism sector. The success of Plava Laguna is based on the continuous improvement of its offering and a strong commitment to core values, ensuring financial stability and steady growth.

Strategic growth and development: Since 2000, Plava Laguna has had a stable ownership structure, first under Sutivan Investments Anstalt, and since 2017 under its subsidiary, Adriatic Investment Group. Among the most significant transactions in the company's development was the acquisition of Istraturist Umag d.d. in 2014, which was merged in 2018. With this acquisition, Plava Laguna added to its portfolio a hospitality company with more than 50 years of tradition, whose accommodation capacities, strengthened through long-term targeted investments, have become an essential destination for guests spending their holidays in Umag and the surrounding area.

Scope of operations: Plava Laguna Group operates in the destinations of Poreč and Umag, as well as in the Dubrovnik area through its dependent company Hotel Croatia (since September 2022). Across its hotels, resorts, and campsites, Plava Laguna Group manages approximately 17,000 accommodation units and can host more than 44,000 guests per day. The accommodation portfolio consists of a total of 20 hotels, 10 apartment resorts, and 9 campsites. In addition, Plava Laguna manages two marinas with a capacity of 360 berths, as well as a range of hospitality, sports, and other facilities that complement the core accommodation offering.

Group structure: The Group consists of the parent company Plava Laguna d.d. and the dependent

companies Istra D.M.C. d.o.o. Umag, Travel d.o.o. Poreč, Istraturist j.d.o.o. Umag, and Hotel Croatia

d.d. Cavtat. The latter was acquired through a share-swap agreement between related companies in September 2022, bringing into Plava Laguna a leading 5-star resort in the Dubrovnik destination, with extensive accompanying facilities such as a congress center and spa & wellness center. Full ownership of Hotel Croatia was acquired in August 2023.

Istra D.M.C. d.o.o. was founded in 1990. The company's main activity is the organization of the ATP tennis tournament in Umag, as well as the development and implementation of destination marketing projects. The ATP tennis tournament is one of the most significant sporting events in Croatia, held continuously for 35 years, except in 2020 due to the COVID-19 pandemic.

Company Laguna Invest d.o.o. was founded in 1993. In February 2018, it changed its name to Travel

d.o.o. and operated as a travel agency. Company Istraturist j.d.o.o. is not operational.

Strategic ambitions: Plava Laguna Group, dedicated to advancing the tourism sector and creating unforgettable experiences for its guests, continues to build its growth on the principles of sustainable business, respect for the local community, environmental preservation, and the creation of long-term value for all stakeholders.

Historical development

Establishing the companies

Plava Laguna 1957

Camp Hotel was founded on the peninsula Molindrio - on behalf of French club of nature lovers with the capacity for 800 persons.

ex Istraturist Umag 1963

The company Istraturist was founded by separation from the company "Istra -Auto-Turist" Umag. It had an accommodation capacity of 196 units.

A period of intensive investments and development of the sports offer

Plava Laguna 1958 - 1994

By 1985, most of the accommodation facilities were built, including the marinas Červar Porat and Parentium, as well as a-la-carte facilities. Great attention was paid to the development of sports and sports offers, so it resulted in building the first sports and tennis courts. Individual reconstructions and development of facilities followed in the period after 1995.

ex Istraturist Umag 1964 - 1990

Most of the accommodation facilities were built, and in 1990, a tennis center with 60 modern tennis courts was constructed in the Stella Maris resort. The international tennis tournament ATP Croatia Open was organized for the first time, and Umag has become a prestigious tennis destination in Croatia.

Conversions into joint stock companies

Plava Laguna 1992 - 2003

Plava Laguna was transformed into a joint-stock company in 1992, with its legal establishment completed in 1996. In the year 2000, Sutivan Investments Anstalt became the majority owner by acquiring 80.34% of the shares. During this period, acquisitions of individual capital companies were also carried out. For instance, 89.40% of the shares of Hotel Croatia d.d. Cavtat were acquired, and through additional capitalization, the ownership share was increased to 92.28%. Furthermore, the company Adriatic d.d. Poreč was merged with Plava Laguna.

ex Istraturist Umag 1993 - 1998

Istraturist Umag was transformed into a joint-stock company in 1993, and its legal establishment completed in 1994. In 1996, Zagrebačka banka d.d. became the majority owner by acquiring a 42.7% of the shares.

Management and financial restructuring of the Company was implemented, and well as a capital increase during 1998, which increased the ownership share of Zagrebačka banka to 71.8%

Period of significant reconstructions

Plava Laguna 2005 - 2012

The period of fundamental reconstructions of hotels Albatros, Molindrio (ex Galeb) and Parentium, as well as the increase of the service level from 2* to 4*.

ex Istraturist Umag 1999 - 2013

The period of fundamental reconstructions of resorts Stella Maris and Polynesia, hotels Garden Istra, Aurora and Umag as well as the increase of the service level in all campsites to 4* and to 5* in hotel Coral. Tennis Academy was founded in 2013.

Integrated operations of companies 2013 - 2014

Merger of Hotel Bonavia d.d., Rijeka. Company Hotel Croatia d.d. Cavtat was merged to the company

Jadranski luksuzni hoteli d.d. which resulted in Plava Laguna d.d. becoming the largest single shareholder in the mentioned company with a share of 32.48%. In 2014, the acquisition of the majority package of shares of the company Istraturist Umag J.S.C. was carried out, and the ownership share of 93.04% was acquired.

2018 - 2019

Istraturist Umag d.d. was merged to the company Plava Laguna d.d. on 1 January 2018. A thorough reconstruction of the Park Resort in Poreč was completed, after which the entire service was upgraded to 4*. The reconstruction of Camping Stella Maris campsite was carried out and new accommodation units Garden Suites & Rooms were built in the destination Umag. Investments in the expansion and arrangement of existing facilities for staff accommodation in Poreč and Umag were intensified in order to ensure high-quality accommodation for employees.

2020 - 2021

Business operations were marked by the COVID-19 pandemic. Despite the extraordinary circumstances, the principle of unrestricted business was not questioned, and a portion of capital investments was executed.

2022

All Sol and Melia brand facilities in destination Umag have repositioned under the Plava Laguna brand. There was an exchange and sale of the ownership stake in the company Jadranski luksuzni hotel d.d., amounting to 32.48%, in exchange for the acquisition of an additional ownership share of 65.50% in the company Hotel Croatia d.d. whereby the ownership stake in the company Hotel Croatia d.d. increased to 97.98%. An Agreement on Settlement was concluded with Nova Ljubljanska banka d.d. Ljubljana, establishing the resolution mode for all mutual relations. The first "Plava Laguna Ironman

70.3 Poreč, Istria - Croatia"was held as the largest triathlon race in Croatia and this part of Europe.

2023

The transfer of shares from minority shareholders of Hotel Croatia d.d. was completed, making Plava Laguna the sole shareholder of the company. A purchase agreement for Hotel Bonavia in Rijeka was signed with the company Bonavia Rijeka d.o.o., which acquired ownership of the property. The latest addition to the energizer brand family, Plava Laguna Sport, was introduced, focusing on sports infrastructure and sports offer.

Brands

Following a merger of the company Istraturist d.d. Umag, one of the largest hospitality groups has been created in Croatia, operating under the brand name Plava Laguna ever since.

Within the corporate brand,

there are commercial brands of Plava Laguna which operate and present themselves in the market, communicating and launching the core products and services of Plava Laguna

• Plava Laguna Hotels & Apartments

  Plava Laguna offers a wide range of accommodation in hotels, apartments and villas. The focus of the brand offerings are the following products Family friendly and All inclusive which bring together carefully designed services with the aim of satisfying the specific needs of the above mentioned market niches.

  
  
  

• Plava Laguna Resorts

  Product development through listening in to the needs of the modern guest is directed towards creating unique locations - vacation playgrounds - embodied in holiday resorts ie. Plava Laguna Resorts. Stella Maris Resort, Plava Resort, Zelena Resort and Park Resort represent the backbone of the brand Plava Laguna Resorts, and future investments will be directed towards the development and planning of additional Resorts in destinations Poreč and Umag.

• Istra Camping by Plava Laguna

  Brand Istra Camping is dedicated to the camping products and offerings and their development, and includes a total of 9 campsites in the 3 and 4 star categories. It shares visual elements of fonts and a characteristic logo with the brand Plava Laguna Hotels & Apartments. The brand offers products such as Naturist, Mobile home, Glamping and Classic camping.

  
  
  

  Along with the corporate brand and the three aforementioned master brands, further affirmation of products and services of Plava Laguna is being achieved through brand energizers:

• Plava Laguna Partners

  Plava Laguna has developed and continuously improves brand energizer Plava Laguna Partners, aimed primarily at communication with partners in sales of accommodation capacities.

• Plava Laguna Sport

  The newest member of the energizer brand family - Plava Laguna Sport - presented in October 2023, is dedicated to sports infrastructure and sports offer. Under the scope of the brand, the company's connection with sports tourism, which has been an important backbone of the company's development since its establishment, continues and is additionally affirmed. Plava Laguna Sport includes, in addition to sports infrastructure and offers designed for the preparations and stay of athletes, numerous sports events - from school national competitions to the European and world championships.

  Hotel Croatia operates under the brand Adriatic Luxury Hotels (ALH), a prestigious brand of the Croatian hotel group that manages luxury hotels and villas in Dubrovnik.

  Corporate governance

• Management Board

  The rules on the appointment and recall of the members of the Management Board are outlined in the Company's Statute, while the authorities of the Management Board are determined by the Companies Act, Statute and the employment contracts of the Members and the President of the Management Board. The Company is organized according to the dualistic model. The Management Board of the Company conducts the affairs independently and for certain tasks specified by the Statute (such as founding of companies in the country and abroad, sale and purchase of shares, sale of real estate with value surpassing 1% of the value of share capital, purchase and mortgage on real estate with value surpassing 1% of the value of share capital, guarantee for the amount surpassing 2% of the value of share capital, borrowings and issuance of securities worth over 2% value of the share capital and other decisions as made by the Supervisory Board), it is authorized to conclude only with prior consent of the Supervisory Board. The Supervisory Board appoints and replaces members and President of the Management Board and decides on the number of members in the Management Board.

  During 2025, the Management Board consisted of three members, with Mr. Dragan Pujas as president, and Mr. Damir Mendica and Ms. Danira Rančić as members. The Management Board's mandate lasts for three years. The current mandate started on 1 January 2024, and will last until 31 December 2026, based on the decision of the Company's Supervisory Board from 15 December 2023, which reappointed Mr. Dragan Pujas as president, and Mr. Damir Mendica and Ms. Danira Rančić as members of the Management Board. Each member of the Management Board is authorized to conduct business and represent the Company together with the President of the Management Board, while the President is authorized to conduct business and represent the Company with another member of the Management Board. The Management Board holds meetings as needed, usually several times a week.

• Supervisory Board

  The Supervisory Board oversees the conduct of business affairs in the Company. Members of the Supervisory Board are regularly informed by the Management Board on the Company's management and operations, at least once a month, in order to be able to effectively fulfil their supervisory roles. The Report of the Supervisory Board on completed supervision of business conduct in the Company is part of the Annual Report of the Company submitted at the General Assembly of shareholders.

  In accordance with the Statute, the Supervisory Board can have between three and seven members, with the exact number determined by the decision of the General Assembly, and members among themselves elect the president and the deputy. The election of members is carried out in accordance with the Companies Act, Statute and Rules of Procedure of the General Assembly, and all the while it is determined by a special regulation, employees, through the Workers' Council, have the right to appoint one member. The mandate of the members of the Supervisory Board lasts four years. The Supervisory Board acts in sessions that take place once a month as a rule, where members discuss and decide on all matters within their competence as prescribed by the Companies Act and Company's Statute.

  In 2025, following the regular expiry of mandates, the General Assembly on 16 June 2025 appointed six members of the Supervisory Board, and by the Decision of the Plava Laguna d.d. Works Council dated 12 August 2025, an employee representative was appointed. The mandate of all Supervisory Board members lasts four years and begins on 29 August 2025. The Supervisory Board was appointed in the same composition.

  Therefore, during the year 2025 the Supervisory Board operated in the following convocation: mr. Davor Luksic Lederer, President of the Supervisory Board

  mr. Patricio Tomas Balmaceda Tafra, Deputy President of the Supervisory Board

  mr. Davor Domitrović, Member of the Supervisory Board mr. Ignacio Andrés Pardo, Member of the Supervisory Board mr. Neven Staver, Member of the Supervisory Board

  mr. Christiaan Paul Dijk, Member of the Supervisory Board

  mr. Veljko Šantek, Member of the Supervisory Board, workers' representative.

  In year 2025, the Supervisory Board of the Company performed the tasks within the competence of the Appointment Committee on its own.

  With the aim to improve corporate governance and transparency, the Supervisory Board established two committees - the Audit Committee and the Remuneration Committee.

  Audit Committee acts in accordance with the Audit Act, Regulation (EU) No. 537/2014, Corporate Governance Code of Zagreb Stock Exchange d.d. and Croatian Financial Services Supervisory Agency (HANFA) as well as other applicable regulations, as an advisory body authorized to monitor financial reporting procedures, the effectiveness of the internal control, internal audit and risk management systems, oversee the implementation of statutory audit of consolidated annual financial reports and report to the Supervisory Board on the results of the statutory audit, monitor the independence of independent auditors or audit companies performing audits, give recommendations to the Supervisory Board regarding the selection of independent auditors or audit companies, and other tasks to support the Company's accounting and to establish good and quality internal control in the Company.

  Remuneration Committee acts in accordance with the Corporate Governance Code of Zagreb Stock Exchange d.d. and Croatian Financial Services Supervisory Agency (HANFA), Remuneration policy for members of the Management Board of 9th July 2024 as well as other applicable regulations, as an advisory body authorized to make recommendations to the Supervisory Board concerning the remuneration policy for members of the Management Board and for members of the Supervisory Board, to make annual recommendations concerning remuneration to be received by the members of the Management Board based on the assessment of Company's performance and results and their personal results, to oversee the amount and structure of remunerations for upper management and employees as a whole, and to oversee the preparation of the report on remunerations.

  The remuneration to the members of the Supervisory Board for participation in the sessions of the Supervisory Board is determined by the Decision of the Extraordinary General Assembly No. 01/01/2019/3, Reg.No. 01-04-2019-6 of 31 October 2019, in the amount of 2,000.00 Euros net per session and the mentioned has been confirmed by the decision of the General Assembly held on 30 August 2023.

  The Supervisory Board of the Company adopted the Remuneration policy for the members of the Management Board, approved by the General Assembly. With this policy, the corporate governance principles are being respected with the aim to balance the long-term interests of the Company and its sustainability. Remuneration includes fixed and variable parts. The fixed part of remuneration reflects business strategy requirements on the one hand, and professional experience, expertise, and assigned responsibilities of the members of the Management Board on the other hand (salary of the Management Board's member and other benefits defined by contracts concluded between the member of the Management Board and the Company) while the variable part is based on the achievement of Company goals, with valorization of individual contribution of each member of the Management Board, through their skills and engagement (annual bonus). As a rule, the Company cannot request to be refunded for the paid variable remuneration except in the event of occurrence of circumstances prescribed by law or other applicable regulation.

  The appropriate and continuous application of the Remuneration policy is carried out by the Remuneration Committee and the Supervisory Board.

  The Supervisory Board ensures measures are taken to prevent conflicts of interest from occurring and the same include mutual harmonization of variable remuneration between the members of the Management Board, and non-participation of the member of the Management Board in decisions on their own remuneration.

  The rules on the appointment of Management Board members and Supervisory Board members do not contain any restrictions related to diversity with respect to gender, age, education, profession, or similar criteria. The election of Supervisory Board members does not affect the fulfilment of the obligation regarding balanced representation of men and women on the Supervisory Board. One member of the Supervisory Board is independent.

• General Assembly

  The General Assembly is convened, operates, and holds the authorities defined by the provisions of the Companies Act and the Company's Articles of Association. The notice of the General Assembly, proposed resolutions, and adopted resolutions are publicly disclosed in accordance with the provisions of the Companies Act, the Capital Market Act, and the Rules of the Zagreb Stock Exchange.

  During 2025, the Company held its regular General Assembly on 16 June, at which:

• the Management Board's Report on the state of the Company in 2024 (non-consolidated and consolidated) was accepted;

• the Supervisory Board's Report on the supervision of the Company's and the Group's operations in 2024 was accepted;

• resolutions were adopted on determining and approving the Company's annual financial statements for 2024 (non-consolidated and consolidated); on the allocation of the Company's profit generated in the 2024 financial year in the amount of 57,248,734.90 Euros; and on the payment of a regular dividend to the Company's shareholders, as well as the payment of the preferred fixed dividend to holders of the Company's preferred shares;

• discharge was granted to the members of the Management Board and the Supervisory Board;

• the revised Report on the remuneration of the members of the Management Board and the Supervisory Board was approved;

  INTRODUCTION TO PLAVA LAGUNA (continued)

• a resolution was adopted determining the termination of the mandates of all members of the Supervisory Board and appointing the Supervisory Board for a further term in the same composition;

• and PricewaterhouseCoopers d.o.o. for audit and consulting from Zagreb was appointed as the Company's auditor for 2025.

On 15 October 2025, an Extraordinary General Assembly was held at which PricewaterhouseCoopers

d.o.o. for audit and consulting from Zagreb was appointed as the Company's auditor for 2026.

All resolutions were publicly disclosed in accordance with the Companies Act, the Capital Market Act, and the Rules of the Zagreb Stock Exchange.

PLAVA LAGUNA OPERATIONS IN 2025 Important events - the Company

• Plava Laguna d.d. concluded a long-term loan agreement with Privredna banka d.d. Zagreb in the amount of 35 million Euros for the financing of capital investments, while the dependent company Hotel Croatia d.o.o. concluded a long-term loan agreement with OTP Bank in the amount of 13 million Euros for financing the investment cycle for 2025 and 2026.

• Plava Laguna d.d. paid out a dividend in the amount of 39.2 million Euros, based on the resolution of the General Assembly on the allocation of profit generated in 2024.

• During September, the Company launched a comprehensive reconstruction project of the Savudrija Tourist Resort, which includes the complete demolition of existing bungalow-apartment structures and the construction of a modern tourist resort with a capacity of 245 accommodation units, aimed at the family segment of demand. Project completion is planned for the second quarter of 2027.

• In October, a comprehensive adaptation and redesign of key hotel units at Hotel Garden Istra began, with the aim of enhancing the overall guest experience for those seeking active holidays and strengthening the family brand.

• During the year, the construction of the Company's new administrative building was completed. The building was designed in accordance with state-of-the-art architectural and functional standards for modern work environments. The completion of this project represents an important organisational and developmental milestone in the Company's decades-long growth and transformation.

Business results of Plava Laguna Group

Review of the most significant Group operational indicators

2 operational capacity is shown without Guest house Adriatic, which was not in commercial operation during 2024 and 2025

3board revenue per accommodation unit in EUR after provisions and provisions OTI

Accommodation offering

Plava Laguna d.d. offers a wide range of accommodation - within its direct portfolio it manages 19

hotels, 10 apartment resorts, 9 campsites, and 2 marinas in the destinations of Poreč and Umag.

The total accommodation capacity in operation consists of 43,131 basic beds, or 16,185 accommodation units. Campsites account for the largest share of accommodation capacity with 55%, followed by hotels with 33% and apartments with 12%.

Hotel Croatia, in the Dubrovnik destination, has 980 basic beds, or 487 accommodation units categorized with 5 stars.

Qualitative structure of accommodation capacities by destination on the basis of accommodation units

Overnight stays achieved per segment

Plava Laguna Group achieved 5.4 million overnight stays in 2025, which is at the level of the previous year 2024. Observed by segments, hotels and apartments recorded a total of 2.83 million overnight stays, representing a slight decrease compared to 2024, while campsites achieved 2.61 million overnight stays, marking an increase of 1.4% compared to the previous period.

Overnight stays per types of accommodation (in 000)

2.606

2.571

2.063

2.079

2025. 2024.

768

787

´25/´24

-0,8%

25

-2

´25

+1,

/´24

,4%

´

/´24 4%

Hotels Apartments Campsites

Overnight stays achieved per country

In the Company's fixed-structure facilities, the most significant share of overnight stays continues to be generated by the traditional source markets of Austria and Germany, which together account for 37.9% of total overnight stays. They are followed by guests from Slovenia with a share of 12.2% and domestic guests with 8.8%, confirming the stability and diversification of demand across key markets.

In the Company's campsites, the most represented guests are those from Germany, accounting for 42.8% of total overnight stays, followed by guests from the Netherlands with a share of 13.0%, Slovenia with 11.3%, and Austria with 9.2%. The guest structure in the campsites reflects the Group's strong position in Western European markets and the successful valorization of investments aimed at enhancing quality and differentiating the camping offering.

The dependent company Hotel Croatia also maintained a strong position in the British market in 2025, which accounts for 53.9% of the hotel's total overnight stays, followed by guests from Ireland with a share of 13.3% and the United States with a share of 4.1%.

13

11,3

9,2

5

4,3

3,3

2,8

0,6

7,7

Distribution of the Company's Overnight Stays by Country in 2025-Fixed Facilities (u %)

Distribution of the Company's Overnight Stays by Country in 2025- Campsites (u %)

Austria Germany Slovenia Croatia

Czech Republic

Italy Hungary Slovakia Poland

8,8

7,4

5,8

5,0

3,9

3,8

12,2

19,5

18,4

Germany Netherlands Slovenia Austria Poland

Italy Czech Republic

Danska Croatia

42,8

Other

15,2

Other

Market share

Looking at the total overnight stays achieved in 2025, Plava Laguna recorded a market share of 18.6% at the level of Istria County (2024: 18.8%), while at the level of the Republic of Croatia it achieved a share of 5.5% (2024: 5.6%). When considering only overnight stays generated in hotels, apartments, and campsites, Plava Laguna holds a market share of 27.2% at the level of Istria County (2024: 27.7%), while at the level of the Republic of Croatia it holds a market share of 11.3% (2024: 11.5%).

Market Share of Overnight Stays in Hotels, Apartments and Campsites in 2025. (u %)

Istrian County

Croatia

Other Plava Laguna

Key operational indicators by segments

In the context of the operational and financial results of the Plava Laguna Group achieved in 2025, the effects generated at the level of the main business segments - hotels and apartments, and campsites - are presented below.

• Key operational indicators by segments - HOTELS AND APARTMENTS

  2025.	2024.	Index 2025./2024.
  Capacity - units 7,809	7,809	100.0
  Realized overnight stays 2,831,462	2,866,357	98.8
  Days of occupancy - units 151	153	98.7
  RevPar 1 in EUR 20,113	19,273	104.4
  EBITDA II 2 in 000 EUR 63,486	62,445	101.7
  EBITDA II margin in % 35.9	36.9	97.4

• Key operational indicators by segments - CAMPSITES

1 board revenue per accommodation unit in EUR after provisions and provisions OTI

2 after the allocation of EBITDA from The Head office and supporting activities

PLAVA LAGUNA OPERATIONS IN 2025 (continued)

Investments

In the 2025 business year, the Plava Laguna Group continued its strategic investments aimed at improving accommodation infrastructure, expanding guest amenities, and increasing the efficiency of business processes.

During 2025, capital investments in the amount of 90 million Euros were realized.

The most significant investment project in 2025 was the construction and opening of the new administrative building at Facinka in Poreč, which consolidated more than 260 employees at a single location while providing a modern and functional working environment. This investment represents a key step forward in strengthening operational efficiency, internal collaboration, and the further development of the Company.

As part of investments in hotel capacities, the Pelegrin Hotel in Umag underwent complete renovation and rebranding, improving accommodation capacity, amenities, and overall service quality in line with the highest standards of comfort and excellence.

Among the more significant investments is the reconstruction of the buffet restaurants at Hotel Delfin, greatly enhancing the guest experience at this property.

Parallel to investments in fixed-structure facilities, significant investments were made in Plava Laguna's campsites operating under the Istra Camping brand, including the renovation of pools, restaurants, sanitary facilities, and mobile homes, with a particular focus on amenities for families and children:

• Camping Bijela Uvala - a new pool complex with a sunbathing area and accompanying hospitality facilities was built; sanitary facilities were reconstructed; and a children's zone was developed, further increasing competitiveness in the family tourism segment.

• Camping Zelena Laguna - pitches were upgraded according to luxury and superior typology standards; two sanitary blocks were renovated; and the poolside restaurant and children's water-play area were completely redesigned.

• Camping Savudrija - a new pool complex with a sunbathing area was built; the seafront restaurant was redesigned; and the sanitary block was renovated.

• Camping Park Umag - the offering was expanded with 93 new mobile homes.

In addition to infrastructure and amenity investments, Plava Laguna continuously invests in energy-efficiency projects and photovoltaic power plants, reaffirming its long-term sustainable development strategy.

The dependent company Hotel Croatia d.d. successfully completed the second phase of the reconstruction of accommodation units, and in the last quarter launched the final, third phase involving the renovation of 166 units, which will complete the overall investment in the refurbishment of 480 rooms.

The Group will remain focused in the coming period on systematic investments aimed at ensuring a high level of service, strengthening market recognition, and developing a sustainable and innovative tourism product based on quality and tradition.

Business risks

The Company, as well as the Group as a whole, is exposed to financial risks in the course of its activities, consisting of: market risks (interest rate risk, risk of changes in the prices of financial instruments), credit risk and liquidity risk, as well as other risks arising from global disruptions in the macroeconomic and political environment, and risks resulting from changes in the legislative framework, which may negatively affect operations due to the inability to respond promptly to mitigate such impacts. The Company's position in relation to financial risks is continuously analysed in order to define timely measures aimed at reducing them to acceptable levels. The influence of the Company and the Group on risks such as global risks and risks of adverse changes in laws and regulatory requirements is limited, but active efforts are made to identify such risks in a timely manner so that steps can be taken to reduce exposure.

• Price risk

  The Company holds certain equity securities in its portfolio that are listed on the Zagreb Stock Exchange and is therefore exposed to the risk of changes in the prices of equity securities classified as financial assets measured at fair value through other comprehensive income. A potential price change would not have a significant impact on the Company's financial statements.

• Credit risk

  The Company and the Group as a whole actively manage credit risk, i.e., the risk of collection of receivables and other financial assets, through appropriate sales policies and cash-management policies. In the segment of asset management and leasing, the contracted amount is secured through payment-security instruments. Free cash funds are placed as term deposits with stable banks in Croatia and into highly liquid, first-class money-market instruments, thereby limiting exposure to credit risk toward any single financial institution.

• Liquidity risk

  Liquidity risk management involves projecting cash flows with the ability to service all obligations, including the regular business cycle, repayment of loan liabilities, and capital investments. This requires timely identification of external financing sources whose terms are aligned with their purpose, guided by the principle of responsible management and the preservation of financial stability.

• Interest rate risk

  All of the Company's loan liabilities as at 31 December 2025, as well as additionally approved borrowings, are contracted at a fixed interest rate; therefore, from the perspective of loans, there is no exposure to interest rate risk.

• Global risks

  Global risks arise from events beyond the control of the Company and the Group, such as pandemics, natural disasters including sea and air pollution, deterioration of air and sea quality due to improper waste and wastewater management, civil unrest and wars, economic slowdowns, and global financial crises, all of which may reduce guests' purchasing power and increase travel-related security risks.

• Global risks (continued)

  Recent developments in the Middle East, caused by the escalation of the conflict involving the United States and Israel on one side and Iran on the other, have significantly increased uncertainty in economic flows. This is due to disruptions in the supply of energy sources and the resulting sharp increase in their prices on the one hand, and restrictions on the movement of goods and services on the other, driven by heightened security risks.

  The Group and the Company monitor macroeconomic conditions, from demand for tourism services to potential effects on inflation-primarily energy costs as the most direct impact-and consequently on the increase in food prices and other inputs for as long as the conflict persists.

  To mitigate the negative effects of inflation on the short-term business results of the Company and the Group, continuous cost-control and cost-optimization measures are implemented wherever possible.

  The Company and the Group also manage the revenue side through predefined procedures and technological solutions that enable monitoring of market trends and, accordingly, flexible management of demand, sales capacities across distribution channels, and ultimately sales prices.

• Risks related to laws and regulatory requirements

  Risks related to laws and regulatory requirements refer to adverse changes and/or insufficiently defined legislation that is materially significant for the operations of the Company and the Group, making this one of the more demanding areas of risk management. Regulatory risks are managed through continuous monitoring and alignment of operations with regulatory requirements, as well as active participation in industry associations during public consultations on legislative changes.

  EXPECTED FUTURE DEVELOPMENT OF PLAVA LAGUNA

  At Plava Laguna, development is planned with a long-term perspective and with a strong emphasis on sustainable operations. Through strategic planning and the successful implementation of economic principles, development is directed in a way that remains in harmony with the environment in which the Company operates.

  In 2025, an extensive capital project was launched - the comprehensive reconstruction of the Savudrija Tourist Resort, which includes the complete demolition of existing accommodation units and the construction of a hotel and garden suites with a capacity of 245 units in the four-star category. The new concept, primarily tailored to families, will be based on an all-inclusive offering, and in addition to entirely new accommodation facilities, new pool complexes, sunbathing areas, animation zones, and sports amenities will be built. The planned completion of the project is before the 2027 pre-season.

  Another significant ongoing investment is the renovation and redesign of the Garden Istra Hotel and Residence, with the aim of creating a strong family-oriented product in the destination. With upgraded accommodation units, carefully designed children's facilities, a spacious pool complex, wellness amenities, and a modern main restaurant with complementary F&B offerings, the property is expected to become a key player in its market segment.

  The development concept for the former Astra apartment resort (two-star category) has reached its final phase, transforming it into a modern Mediterranean lifestyle hotel (four stars). The modernised infrastructure, contemporary design, and enhanced services will enable the product to meet the expectations of new generations of guests.

  Within Plava Laguna's accommodation portfolio, development activities are also focused on the concept for Hotel Molindrio, whose comparative advantage lies in its long-standing orientation toward guests seeking an active and dynamic holiday.

  At Hotel Croatia, the final phase of the room-renovation project is underway, completing the overall investment in the refurbishment of 480 accommodation units. The next step will be the development of a concept for redesigning common areas and introducing new amenities in line with contemporary trends.

  In the campsite segment, a substantial investment cycle has been completed at Camping Bijela Uvala, reaching a total of 22 million Euros. Significant investments were also directed toward the renovation of sanitary blocks and hospitality facilities at Camping Zelena Laguna and other campsites managed by Plava Laguna. At Camping Savudrija, a new pool complex with hospitality and recreational amenities and a new sanitary block has been built, while upcoming investments will focus on upgrading pitches to align the entire accommodation infrastructure with modern standards in the camping industry.

  In the future, the focus will remain on enhancing service quality through investments in attractive shared facilities, renovation of sanitary blocks, and improvements to the accommodation offering in campsites.

  As part of the overall strategic positioning of the product portfolio, one of the key levers of development is the proper evaluation and analysis of the resorts in which these products operate, with the aim of creating a comprehensive and competitive offering.

  The development of strategic guidelines for defining and improving employee accommodation represents one of the Company's key areas of focus in the coming period.

  EXPECTED FUTURE DEVELOPMENT OF PLAVA LAGUNA (continued)

  Environmental and spatial preservation remain important priorities, supported by continuous investments in landscaping, beach maintenance, and energy-efficient projects.

  In preparing investment projects, the Company continues to invest significant effort in securing the fundamental prerequisites for their implementation, primarily resolving the issues of so-called tourism land and determining the boundaries of the maritime domain. These matters are of crucial importance for enabling the Company's development to progress at a pace aligned with market demands.

  In addition to the above, the possibilities for growth and qualitative transformation of the capacity structure through external expansion, i.e., acquisitions, will continue to be assessed and evaluated.

  Independent practitioner's limited assurance report on Plava Laguna d.d.'s consolidated Sustainability Report

  To the Shareholders of Plava Laguna d.d.

  Limited assurance conclusion

  We have conducted a limited assurance engagement on the consolidated sustainability report of Plava Laguna d.d. (the "Company"), included in the Sustainability Report of the Management Report (the "consolidated Sustainability Report"), as at 31 December 2025 and for the year then ended.

  Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the consolidated Sustainability Report is not prepared, in all material respects, in accordance with Articles 32 and 36 of the Accounting Act implementing Article 29(a) of EU Directive 2013/34/EU, including:

  • compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the Company to identify the information reported in the consolidated Sustainability Report (the "Process") is in accordance with the description set out in note IRO - 1 Description of the processes to identify and assess significant impacts, risks, and opportunities; and

  • compliance of the disclosures in section Environmental information - Publications in accordance with Article 8 of the Taxonomy Regulation of the consolidated Sustainability Report with Article 8 of EU Regulation 2020/852 (the "Taxonomy Regulation").

    Basis for conclusion

    We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information ("ISAE 3000 (Revised)"), issued by the International Auditing and Assurance Standards Board.

    We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our responsibilities under this standard are further described in the Practitioner's responsibilities section of our report.

    PricewaterhouseCoopers Ltd. Heinzelova 70, 10000 Zagreb, Croatia T: +385 1 632 8888, F: +385 1 6111 556

    https://www.pwc.hr

    Commercial Court in Zagreb, no. Tt-99/7257-2, Reg. No.: 080238978; Company ID No.: 81744835353; Founding capital: 240,228.28 EUR, paid in full; Management Board: Tamara Macasovic, President; Sinisa Dusic, Member; Slaven Kartelo, Member; Marija Mihaljevic, Member; Banking account:

    Our independence and quality management

    We have complied with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

    The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

    Responsibilities for the consolidated Sustainability Report

    Management of the Company is responsible for designing and implementing a process to identify the information reported in the consolidated Sustainability Report in accordance with the ESRS and for disclosing this Process in note IRO - 1 Description of the processes to identify and assess significant impacts, risks, and opportunities of the consolidated Sustainability Report. This responsibility includes:

  • understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders;

  • the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term;

  • the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and

  • making assumptions that are reasonable in the circumstances.

    Management of the Company is further responsible for the preparation of the consolidated Sustainability Report, in accordance with Articles 32 and 36 of the Accounting Act implementing Article 29(a) of EU Directive 2013/34/EU, including:

  • compliance with the ESRS;

  • preparing the disclosures in section Environmental information - Publications in accordance with Article 8 of the Taxonomy Regulation of the consolidated Sustainability Report, in compliance with Article 8 of the Taxonomy Regulation;

  • designing, implementing and maintaining such internal control that Management determines is necessary to enable the preparation of the consolidated Sustainability Report that is free from material misstatement, whether due to fraud or error; and

  • the selection and application of appropriate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances.

    Those charged with governance are responsible for overseeing the Group's sustainability reporting process.

    Inherent limitations in preparing the consolidated Sustainability Report

    As discussed in note BP - 2 Disclosures in relation to specific circumstances of the consolidated Sustainability Report, the quantification of Scope 3 greenhouse gas emissions quantification is subject to inherent uncertainty due to the lack of primary data from the value chain.

    Greenhouse gas emissions quantification is subject to inherent uncertainty because of incomplete scientific knowledge used to determine emissions factors and the values needed to combine emissions of different gases.

    In reporting forward-looking information in accordance with the ESRS, Management of the Company is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected.

    Practitioner's responsibilities

    Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the consolidated Sustainability Report is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the consolidated Sustainability Report as a whole.

    As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement.

    Our responsibilities in respect of the consolidated Sustainability Report, in relation to the Process, include:

  • Obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process;

  • Considering whether the information identified addresses the applicable disclosure requirements of the ESRS; and

  • Designing and performing procedures to evaluate whether the Process is consistent with the Company's description of its Process set out in note IRO - 1 Description of the processes to identify and assess significant impacts, risks, and opportunities.

    Our other responsibilities in respect of the consolidated Sustainability Report include:

  • Identifying where material misstatements are likely to arise, whether due to fraud or error; and

  • Designing and performing procedures responsive to where material misstatements are likely to arise in the consolidated Sustainability Report. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

    Summary of the work performed

    A limited assurance engagement involves performing procedures to obtain evidence about the consolidated Sustainability Report. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed.

    The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise in the consolidated Sustainability Report, whether due to fraud or error.

    In conducting our limited assurance engagement, with respect to the Process, we:

  • Obtained an understanding of the Process by:

    • performing inquiries to understand the process of identifying the organisational boundaries, value chain and stakeholders and sources of the information used by Management Board (e.g., stakeholder engagement, business plans and strategy documents);

    • assessing key assumptions made by Management in determining scales and thresholds used in identifying material topics; and

    • reviewing the Company's internal documentation of its Process.

  • Evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Company was consistent with the description of the Process set out in note IRO - 1 Description of the processes to identify and assess significant impacts, risks, and opportunities.

    In conducting our limited assurance engagement, with respect to the consolidated Sustainability Report, we:

  • Obtained an understanding of the Group's reporting processes relevant to the preparation of its consolidated Sustainability Report by:

    • Obtaining an understanding of the Group's control environment, processes and information system relevant to the preparation of the consolidated Sustainability Report, but not for the purpose of providing a conclusion on the effectiveness of the Group's internal control.

    • Assessing the Company's internal documentation of the sustainability reporting process.

  • Evaluated whether the information identified by the Process is included in the consolidated Sustainability Report.

  • Evaluated whether the structure and the presentation of the consolidated Sustainability Report is in accordance with the ESRS.

  • Performed inquires of relevant personnel and analytical procedures on selected information in the consolidated Sustainability Report.

  • Performed substantive assurance procedures on selected information in the consolidated Sustainability Report.

  • Where applicable, compared disclosures in the consolidated Sustainability Report with the corresponding disclosures in the financial statements and the Management Report.

  • Evaluated the methods, assumptions and data for developing estimates and forward-looking information.

  • Assessed the Company's internal policies disclosed in the consolidated Sustainability Report.

  • Obtained an understanding of the Company's process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the consolidated Sustainability Report.

The engagement partner on the assurance engagement resulting in this independent practitioner's report is Slaven Kartelo.

Original report is signed in Croatian language

PricewaterhouseCoopers d.o.o. Slaven Kartelo

Heinzelova 70, Zagreb Certified auditor

28 April 2026

This version of our report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

PLAVA LAFg UNA

SUSTAINABILITY REPORT

GENERAL INFORMATION

General publications (ESRS 2)

Basis for report preparation

BP - 1 General Basis for Sustainability Report Preparation

Basis for preparation: In accordance with the applicable Accounting Act of the Republic of Croatia (Official Gazette 151/25, 85/24 and 145/24) and the Corporate Sustainability Reporting Directive (CSRD), the sustainability reporting standards (ESRS) established by Commission Delegated Regulation (EU) 2023/2772, as well as the EU Taxonomy Regulation, the Plava Laguna Group publishes its second consolidated Sustainability Report for the period from 1st January 2025 to 31st December 2025.

The Sustainability Report is prepared on a consolidated basis, meaning it is harmonized with the Group's financial statements for the same reporting period and provides information on Plava Laguna

d.d. (jsc) ("Company") and its subsidiaries ("Group"), whereby no subsidiary is exempt from individual or consolidated reporting.

Value chain: All stakeholders and key activities at both lower and higher levels of the value chain have been considered, as well as the areas within the value chain where a significant likelihood of impacts, risks, and opportunities (IRO) related to sustainability factors has been identified. However, due to the fact that the data collection is complex, the Group is utilizing a transitional provision in the first three years of reporting, in accordance with section "10.2. Transitional provision regarding Chapter 5. Value Chain" and clause 133. This provision allows reporting on higher and lower levels of the value chain in a limited scope, based on data already available to companies and publicly accessible information. Consequently, the primary focus of reporting remains on the Group's own activities. Further details on the value chain are provided in section IRO - 1 Description of Procedures for Identifying and Assessing Significant Impacts, Risks, and Opportunities.

Omission of information and exemptions: The option to omit information related to intellectual property, knowledge and expertise, or innovation outcomes has not been used, nor has the exemption to withhold disclosures on upcoming events or ongoing negotiations.

Phased-in disclosure requirements: In accordance with the phased-in disclosure provisions set out in Appendix C of ESRS 1, and taking into account the amendments to the regulatory framework ("quick fix") adopted on 11th July 2025, the Group has decided to apply the option of phased-in implementation for certain disclosure requirements. Consequently, some information will not be disclosed in this reporting period but will instead be introduced gradually in line with the timelines prescribed by the ESRS. The phased-in approach applies to the following disclosure requirements:

ESRS 2 - Strategy, business model and value chain

• Revenue by ESRS sectors

• List of additional material ESRS sectors in which significant activities are carried out or in which the organisation is, or may be, connected to material impacts

• Disclosure of expected financial effects of material risks and opportunities on the financial position, financial performance and cash flows in the short, medium and long term

  Environmental standards

• Expected financial effects of material physical and transition risks and potential climate-related opportunities

• Expected financial effects of impacts, risks and opportunities related to water and marine resources

• Transition plan and biodiversity and ecosystem matters within the strategy and business model

• Biodiversity and ecosystem policies

• Actions and resources related to biodiversity and ecosystems

• Biodiversity- and ecosystem-related targets

• Performance indicators related to changes in biodiversity and ecosystems

• Expected financial effects of biodiversity- and ecosystem-related risks and opportunities

• Expected financial effects of impacts, risks and opportunities related to resource use and the circular economy

  Social standards

• Characteristics of non-employees performing work for the undertaking

• Social protection

• Training and skills development indicators

• Targets for managing material negative impacts, enhancing positive impacts, and managing material risks and opportunities

The Group plans to gradually establish the necessary data collection processes, methodologies and internal controls to ensure full compliance with the above requirements in future reporting periods.

BP - 2 Disclosures in relation to specific circumstances

Reporting period: In determining the duration of impacts, risks, and opportunities, the timeframes defined in the section "Definition of short-term, medium-term, and long-term for reporting purposes" in ESRS 1 General Requirements have been applied. The short-term period corresponds to the financial reporting period (1 year), the medium-term period covers the timeframe from the end of the short-term reporting period to five years (1 to 5 years), and the long-term period extends beyond the completion of the medium-term timeframe (longer than 5 years). Exceptionally, for the purposes of climate resilience assessment and scenario analysis, longer time horizons are applied, in accordance with the relevant climate scenarios defined by the Intergovernmental Panel on Climate Change (IPCC).

Sources of estimates and uncertainty of outcomes: Due to the limited availability and quality of certain upstream and downstream value chain data, which would serve as a basis for calculating indirect greenhouse gas emissions (Scope 3 emissions), certain assumptions and estimates were used in accordance with the Greenhouse Gas Protocol. As a result, some deviations in the accuracy of calculations are possible. As a result, some deviations in the accuracy of calculations are possible. The measurement of Scope 3 greenhouse gas emissions is subject to a higher level of uncertainty compared with Scopes 1 and 2, due to reliance on estimates, proxy values and value chain data. In future reporting periods, the Group will continue improving and establishing a system for data collection from key stakeholders-including suppliers, business partners, local communities, and end users, in order to enhance the accuracy and comprehensiveness of value chain data.

Scope 3 greenhouse gas emissions for Category 1. Purchased goods and services and Category 2. Capital goods were calculated using the average-data method and the spend-based method; for Category 3. Fuel- and energy-related activities, emissions were calculated based on fuel and energy consumption data; for Category 4. Upstream transportation and distribution, emissions were calculated using the spend-based method for transport services; for Category 5. Waste generated in operations, emissions were calculated using a method based on the type and quantity of waste and the waste treatment method; for Category 6. Business travel, emissions were calculated using a method based on business travel information and the types of transport used; for Category 7. Employee commuting, emissions were calculated using a method based on average commuting distances and modes of transport.Generally accepted emission factors from databases compatible with the GHG Protocol were used (e.g., DEFRA, the Croatian emission factor database, the UK emission factor database, the French Base Carbone model, etc.), which, based on the calculation, do not result in high uncertainty. More information on the applied methodology for calculating Scope 3 greenhouse gas emissions is provided in the section "E1-6 Gross Scope 1, 2 and 3 greenhouse gas emissions and total greenhouse gas emissions". Apart from Scope 3 GHG emissions indicators, the Group does not have additional value chain indicators.

Changes in the preparation or presentation of sustainability information: In 2022 and 2023, the Company disclosed sustainability information alongside its financial statements, following the Global Reporting Initiative (GRI) Standards, one of the internationally recognised frameworks for non-financial reporting. For 2024, in accordance with the Corporate Sustainability Reporting Directive (CSRD), the Group reported for the first time in line with the European Sustainability Reporting Standards (ESRS), thereby ensuring transparency, improved data comparability and compliance with European regulatory requirements. The 2025 Report includes comparative information for the previous period, for which no adjustments were required.

In the reporting period, no revisions of comparative information were carried out, and therefore no differences exist between the amounts presented in the previous period and the comparative amounts disclosed in this Report.

Errors in reporting in prior periods: No errors in reporting from previous periods have been identified.

As no material prior-period errors were detected, there was no need to correct comparative information in the sustainability report. Accordingly, the issue of impracticability of restating prior periods is not applicable.

Disclosures arising from other regulations: As part of the Sustainability Report, the Group discloses information on the share of revenue, capital expenditure and operating expenditure ("key performance indicators") relating to environmentally sustainable economic activities in accordance with the Taxonomy Regulation (EU) 2020/852 and the related delegated acts. The information required under the Taxonomy Regulation is presented on pages 48-54. The Group applies the ESRS standards in full, and references to other regulations and frameworks are clearly indicated in the relevant sections of the Report.

Inclusion by reference: The Sustainability Report includes information by referring to data from the financial statements and the notes to the financial statements, which are published simultaneously.

Table: Incorporation by reference

Governance

GOV - 1 The Role of the administrative, management and supervisory bodies Corporate structure

The Company is organised under a dualistic governance model, and its main governing bodies are the Management Board, the Supervisory Board and the General Assembly.

• The Management Board

  The Management Board manages the Company independently, while certain strategic matters may be carried out only with the prior approval of the Supervisory Board. The Supervisory Board oversees the conduct of the Company's business. Members of the Supervisory Board are regularly informed by the Management Board about the Company's management and operations. The Company's Management Board consists of three members, all of whom hold executive positions in accordance with the law. It comprises one female and two male members, representing a 33% share of women. The composition of the Management Board remained unchanged compared with the previous reporting period.

  Indicator	2025.	2024.
  Total number of members of the Management Board	3	3
  Number of female members	1	1
  Number of male members	2	2
  Share of females in the Management Board	33%	33%
  The executive role of the members of the Management Board	100%	100%

  The current mandate of the President and the members of the Management Board began on 1st January 2024 and runs until 31st December 2026.

  As of 31st December 2025, the Management Board consisted of the following members:

  Dragan Pujas has been the president of the Management Board of Plava Laguna since 1st October 2019. He graduated from the Faculty of Economics at the University of Rijeka in 2006, after which he completed a professional MBA program in tourism and destination management at Modul University in Vienna, which he attended from 2008 to 2010.

  He began his professional career in 2006, the same year he graduated, as a trainee at Plava Laguna. After completing the trainee program, he was employed in the Procurement Sector before moving to the Operations Sector. In 2010, he was appointed as an assistant director of the sector, and in 2015, he took over the position as director of the Operations Sector. In January 2018, he became a member of the Management Board of Plava Laguna, where, as a key member of the management team, he has contributed significantly to the company's success. On 1st October 2019, he assumed the role of president of the Management Board. Since 2022, Dragan Pujas has been a member of the Supervisory Board of Hotel Croatia d.d. In his work, he continuously relies on the core values held by Plava Laguna: tradition, stability, respect, responsibility, and realism, values that remain central to his management approach.

  Danira Rančić has been a member of the Management Board of Plava Laguna since January 2018. She graduated from the Faculty of Economics at the University of Rijeka in 1996 and began her traineeship at Plava Laguna the same year. She started her independent career in the Budget and Analysis Department of Plava Laguna, where she gained valuable knowledge and experience for her professional development. In 2004, she took over as director of the Economics and Finance Sector, a position she held until 2018, when she became a member of the Management Board responsible for finance, accounting, and controlling. Her role was crucial in the operational preparation for the merger of Istraturist Umag in 2014, leading up to its formal legal integration in 2018. Since 2022, she has been a member of the Supervisory Board of Hotel Croatia d.d. As a member of the Management Board, Danira Rančić actively participates in the strategic management and development of Plava Laguna.

  Damir Mendica has been a member of the Management Board of Plava Laguna since 2018, overseeing investments and information technology. After completing his studies at the Faculty of Electrical Engineering and Computing (FER) at the University of Zagreb in 1996, he was employed at the Institute of Agriculture and Tourism in Poreč, where he soon became involved in IT projects for Plava Laguna. He fully transitioned to Plava Laguna in 1998 as a Project Manager, and since 2003, he has served as director of the Investments and Maintenance Sector. Throughout his career, he has played a key role in implementing significant projects, including major investments such as the Albatros, Molindrio, Parentium, and Park Resort hotels in Poreč, as well as Sipar in Umag. In a role as a member of the Management Board, he contributed to the integration of Istraturist into Plava Laguna, making the company one of Croatia's largest tourism enterprises. He actively participates in socially responsible initiatives, including donations to schools and healthcare institutions. His contribution to the development of Plava Laguna's tourism offer and business processes has significantly strengthened the company's market position. His dedication and vision continue to drive the Company's growth and success.

• The Supervisory Board

  The Company's Supervisory Board has seven members, all of whom are non-executive in accordance with the law. The Supervisory Board consists of seven male members (100% men). Members are appointed in accordance with the Companies Act, the Articles of Association and the Rules of Procedure of the General Assembly. For as long as prescribed by special regulations, employees, through the Works Council, have the right to appoint one member. The employee representative participates in the work of the Supervisory Board on an equal footing with other members but represents only the employees. One member of the Supervisory Board is independent, representing 14.2% of the Supervisory Board. All members are non-executive as required by law.

  Indicator	2025.	2024.
  Total number of the members of the Supervisory Board	7	7
  Executive / non-executive function	100% non-executive	100% non-executive
  Number of female members	0	0
  Number of male members	7	7
  Share of women	0%	0%
  Share of men	100%	100%
  Number of independent members	1	1
  Share of independent members	14.2%	14.2%
  Representative of employees at SB	Yes (1 member)	Yes (1 member)

  The structure and composition of the Supervisory Board remained unchanged compared with 2024. As of 31st December 2025, the Supervisory Board consisted of the following members:

  Davor Luksic Lederer, an economist, has been the president of the Supervisory Board since August 2011. In Croatia, he is a member of the supervisory boards of three other companies and a board member in 6. He is a member of the Audit Committee and the Remuneration Committee of the Company.

  Patricio Tomas Balmaceda Tafra, an economist, has been the deputy chairman of the Supervisory Board since September 2002. In Croatia, he is a member of the supervisory boards of four other companies and a board member in one. He is a member of the Audit Committee and the Remuneration Committee of the Company.

  Davor Domitrović, a lawyer, has been a member of the Supervisory Board since August 2011. In Croatia, he is a member of the supervisory boards of two other companies. He is a member of the Audit Committee and the Remuneration Committee of the Company.

  Ignacio Andrés Pardo, an engineer, has been a member of the Supervisory Board since July 2024. In Croatia, he is a member of the supervisory boards of three other companies.

  Neven Staver, an economist, has been a member of the Supervisory Board since October 2019, having previously served as a member or president of the Company's Management Board for many years. In Croatia, he is a board member of another company.

  Christiaan Paul Dijk, an economist, has been a member of the Supervisory Board since May 2023.

  Veljko Šantek has been a member of the Supervisory Board as an employee representative since April 2024. He is a long-time employee of the Company and a member of the Workers' Council.

  The rules for appointing members of the Management Board and members of the Supervisory Board do not contain any restrictions regarding diversity (gender, age, education, profession).

  • The General Assembly

The General Assembly comprises all shareholders of the Company and performs tasks assigned to it by law and the Company's statute.

Roles in determining and assessing impacts, risks, and opportunities

During 2024, the Company established a project team to conduct the double materiality assessment

process.

An internal project coordinator from the Accounting, Finance, and Controlling Sector was appointed, to whom the Management Board delegated operational coordination of the process to the designated internal coordinator, with annual reporting to the Management Board and the Supervisory Board on progress and results through the Sustainability Report and the Annual Report, in accordance with the Internal Procedure for Sustainability Reporting. Quantitative sustainability data are monitored and collected on a monthly basis where applicable (e.g., energy consumption, fuel usage, etc.) and are used as the basis for periodic internal analyses and annual reporting to management and supervisory bodies. The internal project coordinator is responsible for managing and monitoring the process, consolidating data, and coordinating stakeholder engagement, and ensuring that all activities are aligned with the Corporate Sustainability Reporting Directive (CSRD) and the European ESRS standards.

The operational functions and the project team report to the Management Board, while the Supervisory Board oversees the work of the Management Board in accordance with its legal and statutory powers.

The project team members, including sector directors and key department heads, held a series of consultations and meetings to identify, discuss, and assess actual and potential impacts, risks, and opportunities, as well as their significance for the Group.

For the area of environmental topics, internal experts in environmental protection from the Operations Sector and internal experts from the Investments Sector have been engaged. For topics related to the workforce, internal experts from the Human Resources Sector and internal experts from the Legal Affairs Department have been engaged. For issues related to guests and end users, internal experts for accommodation and operations quality from the Operations Sector, internal sales experts from the Sales Sector, and internal marketing experts from the Marketing Sector have been engaged. For matters related to corporate governance, internal experts from the Legal Affairs Department, the Information Technology Sector, and the Procurement Sector have been engaged. Additionally, experts from the Business Development Sector and the Accounting, Finance, and Controlling Sector are included in the process.

Throughout the entire double materiality assessment process, the Company's Management Board was responsible for overseeing the identification and evaluation of material impacts, risks and opportunities, and for providing strategic direction and supervision. The Supervisory Board oversaw the work of the Management Board in this area.

The responsibilities of the Management Board and the Supervisory Board regarding impacts, risks and opportunities are currently carried out through their existing statutory powers, while their formalisation will be further elaborated in the Internal Sustainability Reporting Procedure planned for adoption in 2026.

During 2025, the Management Board and the Supervisory Board defined procedures for managing the identified material impacts, risks and opportunities in the area of sustainability. These procedures have been integrated into the Company's existing internal functions, including finance, legal affairs, human resources and operations.

However, a formal risk management and internal control system specifically related to sustainability reporting has not yet been adopted or established through an internal act. The formal adoption of these procedures is planned for 2026 through the Internal Sustainability Reporting Procedure, which will ensure their institutionalisation and operational implementation at the Group level.

The Management Board and the Supervisory Board oversee the setting of targets related to material impacts, risks and opportunities and monitor progress towards their achievement through annual reporting and the review of business results.

The project coordinator acquired additional knowledge and attended specialized sustainability programs, while additional workshops were organized for project team members in collaboration with external experts to familiarize them with the requirements of the Corporate Sustainability Reporting Directive (CSRD) and the European Sustainability Reporting Standards (ESRS).

The Management Board possesses relevant expertise in sustainability matters and material impacts, risks, and opportunities, derived from long-standing experience and a thorough understanding of the industry in which the Group operates.

The Management Board and the Supervisory Board regularly assess the availability of the necessary skills and expertise required to oversee material sustainability matters and, where needed, ensure additional training. For specific areas in which the Company currently does not have sufficiently developed internal competencies, external experts with proven experience in sustainability are engaged.

The bodies possess a combination of internal expertise (in the areas of finance, legal affairs, risk management and operations) as well as access to external specialists and dedicated sustainability training.

The acquired and available skills and expertise are focused on overseeing and managing the material impacts, risks and opportunities identified through the double materiality assessment process, particularly in the areas of climate change, workforce matters, business conduct and risk management.

Role and expertise of the Management Board and the Supervisory Board in business conduct matters

The management and supervisory bodies of Plava Laguna play a key role in ensuring the effectiveness and consistent application of policies and procedures related to business conduct. The Management Board adopts fundamental documents, while the Supervisory Board grants prior approval where required by regulations, internal acts, or the Company's established processes.

Function and department heads are responsible for implementing policies at the operational level and providing support to employees in understanding and applying internal procedures and regulations.

The Company's management and supervisory bodies possess adequate expertise and experience in managing business conduct matters, including a thorough understanding of relevant regulations ( the General Data Protection Regulation (GDPR), the Conflict- of-Interest Prevention Act, and the Informant Protection Act) as well as practical experience in applying legal requirements and corporate ethics.

GOV - 2 Information provided to and sustainability matters addressed by the undertaking's administrative, management, and supervisory bodies

The Management Board actively participated in the double materiality assessment process. Upon completion, the final results were presented again to the Management Board, which granted formal approval.

The Management Board and the Supervisory Board are informed about material impacts, risks and opportunities through regular reports and analyses prepared by the relevant organisational units. During the reporting period, the focus of reporting was on the results of the double materiality assessment and the identification of priority action areas, while information on the implementation of policies, measures, indicators and targets will be included in reporting once they are formally established during 2026.

Monitoring of specific environmental and social data and indicators is carried out through regular reports and analyses, prepared predominantly on a monthly basis and, where necessary, more frequently. These reports are subsequently submitted to the Company's management and governance structures for review.

A formal sustainability governance framework is defined through the Internal Sustainability Reporting Procedure, planned for adoption in 2026. Further development of the system-including the setting and monitoring of target values for the identified material topics-will continue in subsequent reporting periods.

The administrative, management and supervisory bodies take into account all material impacts, risks and opportunities when overseeing the Company's strategy, making decisions on major investments and other significant business transactions, and within the risk-management process. Consideration of these factors includes assessing their potential financial, operational and reputational implications, as well as alignment with regulatory requirements and the Group's strategic priorities.

During the reporting period, the Management Board and the Supervisory Board addressed the material impacts, risks and opportunities identified through the double materiality assessment process, particularly those related to climate change, energy consumption and greenhouse gas emissions, water resource management, workforce matters, business conduct and regulatory compliance.

GOV - 3 Integration of sustainability-related performance in incentive schemes

The Company's Supervisory Board has adopted the Remuneration policy for the Management Board members, which takes into account corporate governance principles and balances the interests of the Company and sustainability.

During the reporting period, the performance of the members of the administrative, management and supervisory bodies was not assessed on the basis of specific targets or sustainability-related performance outcomes. For the material topics identified during 2025, no measurable targets were established that could be incorporated into the performance evaluation system.

Sustainability performance indicators are currently not used as performance benchmarks, nor are they included in the Remuneration Policy for Management Board members or in any other incentive programmes of the Company.

During the reporting period, the variable remuneration of Management Board members was not directly linked to predefined targets or quantitative sustainability performance indicators. However, within the overall assessment of Management Board performance, initiatives and activities related to sustainability are taken into consideration. Such assessment is conducted qualitatively and is not tied to predefined targets or to a specific share of variable remuneration.

The Remuneration Policy for Management Board members is approved and updated by the General Assembly of the Company, based on the prior recommendation of the Remuneration Committee, in accordance with applicable regulations and the Company's internal acts.

The integration of sustainability-related performance outcomes is planned for future reporting periods, given that no targets were established for the identified material topics during 2024-2025. In addition, the Remuneration Policy for Management Board members does not currently include aspects related to climate change.

During the reporting period, climate-related factors, including the reduction of greenhouse gas emissions, energy efficiency and climate change adaptation, were not incorporated into the criteria for determining variable remuneration for members of the administrative, management and supervisory bodies.

The share of remuneration for members of the administrative, management and supervisory bodies that was linked to climate-related considerations during the reporting period amounted to 0%.

ANNUAL REPORT | 2025