P L AVA L AQ U N A
Zagreb SLock Exchange Inc.
HANFA - Croatian Financial Services Supervisory Agency
CroaL ian News Agency HINA (OTS)
biz.pLavaLaguna.hr
LEl:7478000010W8OJ3ZWL79
Home country. Republic oL Croat ia
Ordinary shares marl‹ed . PLAG- R-A (PLAG), ISI N: HRPLAG RA0003 Preference shares marI‹ed . PLAG- P-A (PLAG2), ISI N. HRPLAG PAOOOS MarI‹eL. Zagrebacl‹a burza d.d. / Zagreb SLocl‹ Exchange - Regulated marI‹eL
Pursuant Lo article 277 paragraph 2 oF the Companies Act and article 41 oF the SLaLuLe oF PLAVA LAGUNA oinL sLocl‹ company for hotel management and tourism, on May 7'^ 2025 the Company's Management board rendered the Decision on the convocation oL the General Assembly oL shareholders oL PLAVA LAGUNA j.s.c. Porec, Rade lfoncara 12 (hereinaLLer referred Lo as: the Company), determining the date and time oL the meeting, the agenda, shareholders' rights Lo parLicipaLe and the obligation Lo publish the call.
All shareholders are herewith being invited Lo Lal‹e part in the
ORDINARY GEN ERAL ASSEMBLY
which shall be held on June 16'^ 2025 aL Lhe premises ofl hoLeL ParenLium Prava laguna in Porec, ZeLena Laguna 6, commencing aL 11.00 o'clock.
WE PROPOSE TH E FOLLOWING
AGEN DA
Opening oL the General Assembly, determining the Agenda and a list oL parLicipanLs,
M anagemenL board report on the sLaLe oL the Company in 2024 (unconsolidaLed and consolidated),
Supervisory board report on the performed supervision oL business aLLairs oL the Company and
the Group in 2024,
Uprava:
Plan:
I Plan:
Dragan
- B
PDV
IDA
Temeljni
i
EDITNA
Nadzorni P
Rendering the decision on the esLablishmenL and the adoption oL annual financial reports for 2024 (unconsolidaLed and consolidated),
Rendering the decision on the use oL proLiL gained in the financial year 2024,
Rendering the decision on grant ing clearance Lo the members oL the Management board,
Rendering the decision on granting clearance Lo the members oL the Supervisory board,
Rendering the decision on approving the RemuneraL ion report oL the members oL the M anagemenL and Supervisory Board,
Rendering the decision on elect ion oL members oL the Company's Supervisory Board
Renderngthedecision on theappointrnentoLthe Company'sauditor Lor2025.
PROPOSAL OF DECISIONS
Ad -1.
Note: The decision under this item oL the Agenda is not being rendered by shareholders, as the chairman opens the General Assembly, determines the Agenda and presents the shareholders and their represenLaLives in the presence oL a notary public.
Ad. - 2
The Management board report on the sLaLe oL the Company in 2024 (unconsolidaLed and consolidated)
is accepted.
Ad - 3
The Supervisory board report on the supervision over the management oL the Company and Group operations in 2024, on the results following the review oL financial reports, report on the siLuaLion in the Company and the proposed decisions on the use oL proLiL for 2024 are accepted.
Ad. - 4
The annual financial sLaLemenLs for the financial year 2024 (unconsolidaLed and consolidated) are established and adopted
Ad. -S
The decision on the use oL pro LiL gained in 2024 is rendered in a manner LhaL the net pro LiL in the
amount oL 57.248.734,90 EU R shall be allocated as follows:
The amount oL 12.600,00 EUR shall be used for payment oL preferred lix dividend Lo the
Company shareholders oL preferred shares
The amount oL 39.231.390,00 EUR shall be used for payment oL the ordinary dividend Lo the
Company shareholders
The amount oL 18.004.744,90 EU R is allocated in retained earnings.
On the basis oL above mentioned criteria, the dividend shall amount Lo 15,00 EUR per ordinary share, and 15,03 EUR per preferred share (gross).
In respect oL the dividend LhaL shall be paid Lo the shareholders, the Company shall calculate and pay due taxes in accordance with valid legal provisions.
The dividend shall be paid out within 10 (ten) days as oL the day the decision on the payment oL dividend is rendered
The right Lo the payment oL dividend belongs Lo shareholders registered as such in the central depository seven (7) days aLLer the decision on the payment oL dividend is rendered
Ad. - 6
The members oL the Management board are approved (granted clearance) for their worI‹ oL managing Company's aLLairs in the previous financial year.
Ad. - 7
The members oL the Supervisory Board are approved (granted clearance) for their worI‹ oL supervising Company's aLLairs in the previous financial year.
Ad. - 8
The revised Remuneration Report oL the members oL the Management and Supervisory board for the previous business year is approved
Ad. - 9
IL is established LhaL on August 29'^ 2025 ends the mandate oL the following members oL the
Supervisory Board
DAVOR LUIS IC LEDERE R, Ol B: 01548617347, Zagreb, PanLovcal‹ 2b7
PATRICIO TOMAS BALMACE DA TAFRA, Ol B: b326S838734, Spain, MARBELLA, URBN ROCAMAR 0
DAVOR DOM ITROVIC, OI B: 34S9Sb4699S, Chile, SANTIAGO, PINTOR CAM ILO MORI
1928B
IGNACIO ANDRES PARDO, Ol B: 82133229207, Luxemburg, 3 Beim Parl‹, L-6149, JunglinsLer, NEVEN STAVE R, Ol B: 226bS27S792, Porec - Parenzo, Velog Joze 1S
CH RISTIAAN PAUL DUIN, United lfingdom oL Great Britain and Northern Ireland, BR6 8HJ London, 2A PondLield Road
IL is also established LhaL on August 29'^ 2025 ends the mandate oL Veljl‹o SanLeI‹, OI B: 03020127032, Umag - Umago, Ulica zrLava Las"izma - Via ViLLime del Lascismo 7D, as employees' represenLaL ive.
The Supervi sory board consisLs oL seven members.
Elected as members oL the Supervisory board are:
DAVOR LUISIC LEDE RER, OI B: 01548617347, Zagreb, PanLovcal‹ 267, economist, not independent within the meaning oL Article 255, paragraph b oL the Companies Act
PATR ICIO TOMAS BALMACE DA TAFRA, Ol B: b326S838734, Spain, MARBELLA, URBN
ROCAMAR 0, economist, not independent within the meaning oL Article 255, paragraph 6 oF the Companies Act
DAVOR DOM ITROVIC, Ol B: 34S9S64b99S, Chile, SANTIAGO, PINTOR CAM ILO MORI
1928B, lawyer, not independent within the meaning oL Article 255, paragraph b oL the Companies Act
IGNACIO ANDRES PARDO, Ol B: 82133229207, Luxemburg, 3 Beim Parl‹, L-6149, JunglinsLer, engineer, not independent within the meaning oL Article 255, paragraph 6 oL the Companies Act
NEVEN STAVE R, OI B: 22665275792, Porec - Parenzo, Velog Joze 1S, economist, not independent within the meaning oL Article 255, paragraph b oL the Companies Act
CH RISTIAAN PAUL DUIN, United lfingdom oL Great Britain and Northern Ireland, BRb 8HJ London, 2A PondLield Road, independent within the meaning oL Article 255, paragraph 6 oL the Companies Act
The seventh member oL the Supervisory board is the employees' represenLaLive and is appointed by employees through the Employees' Council in a procedure prescribed by the law.
Members oL the Supervisory Board oL the Company are appointed for the period oL 4 years commencing on August 29Lh 2025.
IL is proposed Lo elect members oL the Supervisory Board in the membership LhaL is identical Lo the membership oL the current mandate, and this eLecLion does not aFLecL the LulLiLmenL oF the obligation oL balanced represenLaLion between men and women in the Supervisory Board.
Ad - 10
PricewaLerhouseCoopers d.o.o. za reviziju i I‹onzalLing from Zagreb is appointed as the Company's auditor for the financial year 2025.
The Management and Supervisory board joinLLy propose Lhe decisions under 2 - 8, while Lhe Supervisory board proposes Lhe decisions under numbers 9 and 10.
OTHER NOTES:
- APPLICATION
The right Lo Lal‹e part aL the General Assembly and exercise the right Lo vote belongs Lo all the Company's shareholders registered aL the deposivory oL the Central Deposivory and Clearing Company
aL the beginning oL the 21stday beLore the day oL the General Assembly, and Lo those who applied their parLal‹ing in the General Assembly Lo the Company's Management board no later than six (6) calendar
days beLore the General Assembly, where the day oL recei pL oL the applicaL ion by the Company is not included in this period.
The parLaI‹ing forms are available on Company's webs ice biz.plavalaguna.hr.
The right Lo Lal‹e part and Lo vote may be exercised by a shareholder personally or through an aLLorney. The applicaL ion Lo Lal‹e part in the General Assembly and the power oL aLLorney are delivered Lo the Company's seat with the indicalion "for the General Assembly"
The shareholders, LhaL is, their aLLorneys must register no later than 30 minu Yes beLore the commencement oL the General Assembly, in order Lo have a Limely list oL part icipanLs.
POWER OF ATTORNEY
The shareholders may be represented by aLLorneys pursuant Lo a valid wriLLen power oL aLLorney issued by the shareholder, or in case the shareholder is a legal enLiLy, by the person authorised for represenLaLion. The power oL aLLorney must be in writing and contain the aLLorney's idenLiLy, the shareholder issuing the power oL aLLorney, number oL votes aL his disposal, the auLhoriLy Lo act and vote on behalf oL the shareholder aL the General Assembly, the date oL issuance and period oL validity oL the power oL aLLorney. IL is not required Lo cerLi Ly the power oL aLLorney by a notary public.
The power oL aLLorney forms are available on Company's website biz.plavalaguna.hr.
AM EN DM ENTS TO TH E AGEN DA
Shareholders owning oinLly the shares equalling the LwenL ieLh part oL the Company's share cap ical have the right Lo demand Lo put a certain maLLer on the General Assembly's agenda, LogeLher with an explanaL ion and decision proposal. Such a demand must reach the Company aL least LhirLy (30) days prior Lo the General Assembly session, where the day oL recei pL oL the demand by the Company is not included in this Deriod
COUNTERPROPOSALS
The shareholders' counLerproposals Lo the proposals made by the Management and/or Supervisory board containing the name and surname oL the shareholder, with explanations, must be received by the Company no later than LourLeen (14) days prior Lo the General Assembly session, where the day oL receipt oL the counLerproposal by the Company is not included in this period. IL the shareholder chooses not Lo exercise the said right, this shall not result in loss oL right Lo maI‹e counLerproposals aL the General Assembly. The same rules shall apply Lo the shareholders' proposals for appoinLmenL oL auditors, but the said proposal does not have Lo be explained
RIGHT TO INFORMATION
AL the General Assembly, the Management board must give each shareholder, upon request, inLormaLion about the Company's business aLLairs iL this is necessary Lo decide about the issues on the agenda, where the inLormaLion may be withheld for reasons set by the Companies Act.
MATE RIALS
Shareholders may review all the materials for the General Assembly aL the Company's seat upon the publication oL the inviLaLion Lo the General Assembly, every worl‹ day between 10,00 and 12,00 o'clocI‹. Each shareholder may receive a copy oL the said material upon request.
Pursuant Lo article 280a oL the Companies Act, all the relevant material for the General assembly shall be available on Company's website biz.plavalaguna.hr.
NEXT GENERAL ASSEMBLY
In case the convened General Assembly lacl‹s the quorum for its session, the following Assembly shall be held on June 17'^ 2025 aL 11,00 o'clocI‹ aL the same venue, with the same agenda, no maLLer iL the quorum is met.
PLAVA LAGU NA .s.c.