Report on remuneration paid to the management board for the busniness year 2024

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INDEPENDENT REPORT WITH EXPRESSING LIMITED ASSURANCE ON REMUNERATION REPORT. 1

1. The fixed and variable remuneration of Management Board and the Supervisory Board members for 2024. 4

2. Comparison of annual changes of remuneration, revenue and net profit of the bank and average remuneration paid to all employees based on full time employment 7

3. Number of Shares and Share options allocated or committed to Management Board and Supervisory Board members. 8

4. Return of variable remuneration 9

5. Deviations from the Remuneration Policy for Management Board members. 9

6. Remuneration for Management Board members from a third party for his or her activity as Management Board member in 2024. 9

7. Compensations to Management Board member as obligation from the Bank in case of early termination of the Contract. 9

8. Compensations to Management Board member as obligation from the Bank in case of regular Contract expiration. 9

9. Compensations to former Management Board member as obligation from the Bank related to regular Contract expiration in 2023. 9

10. The highest compensations of the Management Board members 9

11. Final provisions 10

To the Management Board and Supervisory Board of Zagrebačka banka d.d.

We were engaged by the Management Board of Zagrebačka banka d.d. (the "Bank") to express limited assurance on the Remuneration Report for the year ended 31 December 2024, in the form of a conclusion given, that based on our work performed and evidence obtained, nothing has come to our attention to cause us to suspect that the Report has not been prepared in accordance with the requirements specified in Paragraphs 1 and 2 of Article 272.r of the Companies Act applicable in the Republic of Croatia.

The Management Bord and Supervisory Board are responsible for:

• compilation of the Remuneration Report for the year 2024 in accordance with the disclosure requirements of Article 272.r paragraphs 1 and 2 of the Companies Act;

• identification of individuals who will be included in the Remuneration Report in accordance with Article

  272.r paragraph 1 of the Companies Act;

• selection and application of appropriate remuneration policies, as well as making reasonable judgments and assessments in relation to the data disclosed in the Remuneration Report;

• measurement of remuneration for the year ended on 31 December 2024 in accordance with the requirements specified in Article 272.r paragraphs 1 and 2 of the Companies Act; and

• publication of the Remuneration Report on the Bank's website in accordance with the provisions specified in Article 272.r paragraph 4 of the Companies Act.

Management is responsible for:

• designing, implementing and maintaining internal control relevant to the preparation and presentation of the Remuneration Report that is free from material misstatement, whether due to fraud or error;

• measurement and reporting of compensations in accordance with the Reporting Criteria; and

• selecting and applying policies as well as making judgments and estimates that are reasonable in relation to the preparation of the Remuneration Report.

Our responsibility is to examine the Remuneration Report and to report thereon in the form of an independent limited assurance conclusion based on the evidence obtained. We conducted our engagement in accordance with the International Standard on Assurance Engagements (ISAE) 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information issued by the International Auditing and Assurance Standards Board (IAASB).

We have fulfilled the requirements of 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).

We apply the International Standard on Quality Management (ISQM) 1, Quality Management for Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services, issued by IAASB. The standard requires us to design, implement, and operate a quality management system, including policies and procedures relevant to compliance with ethical requirements and professional standards, as well as applicable legal and regulatory requirements.

The scope of the limited assurance engagement is significantly less than the scope of engagements where reasonable assurance is expressed regarding risk assessment procedures, including understanding internal controls and procedures performed in response to assessed risks. The nature and extent of our procedures were determined based on the risk assessment and our professional judgment to express a conclusion with limited assurance. Procedures included:

• inquiries;

• sample examination of relevant documentation; and

• verification of the content of the Report against Applicable criteria.

Our engagement did not include an audit or review of the Remuneration Report or related accounting and other records on the basis of which it was compiled.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion with limited assurance.

The interpretation of performance results is to some extent subjective because it takes into account both qualitative and quantitative aspects. Due to the inherent subjectivity in interpreting qualitative reward criteria, but also subjectivity applied in measuring quantitative goals (for example, related to measuring results for the year), different acceptable methodologies for measuring the achievement of individual goals are possible. Furthermore, various other estimates and judgments were used in the preparation of the Remuneration Report, including, but not limited to: compliance with the remuneration policy; the manner in which the members of the Management Board and the Supervisory Board support the longterm success of the Bank and the manner in which the benchmarks for assessing the performance have been applied; an explanation of how workers' remuneration was taken into account in calculating average remuneration and what is the composition of workers included in that calculation.

The applicable criteria for determining the individuals to be included in the Remuneration Report and the requirements related to disclosing their remuneration are contained in the provisions of Article 272.r paragraphs 1 and 2 of the Companies Act.

The Management Board and the Supervisory Board state that the Remuneration Report for the year ended 31 December 2024 is accurate and complete and includes all required information as specified in Paragraphs 1 and 2 of Article 272.r of the Companies Act.

Based on the procedures performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for the year ended 31 December 2024 is not prepared, in all material respects, in compliance with the requirements specified in Paragraphs 1 and 2 of Article 272.r of the Companies Act.

This conclusion should be considered in context with the remainder of our limited assurance report, especially in context with the Limitations in the preparation of the Remuneration Report and the Restrictions on the use of our report paragraphs.

Our report is intended solely for the purpose specified in Article 272.r of the Companies Act. To the fullest extent permitted by law, we accept or assume no responsibility and deny any liability to any party other than the Bank for our work, for this independent limited assurance report, or for the conclusions we have reached.

KPMG Croatia d.o.o. za reviziju 17 April 2025

Croatian registered auditors Eurotower, 17th floor

Ivana Lučića 2a 10000 Zagreb Croatia

Katarina Kecko

Partner, Croatian registered auditor

F4Zagrebañka banka

UniCrcdit ttraup

Zagreba0ka banka (in further text: the Bank) ensures that the members of the Management Board of the Bank have the professional knowledge, skills and experience required to independently manage the Bank's operations and for understanding the operations and significant risks of the Bank. The conditions for the selection of members of the Management Board and the Supervisory Board of the Bank are determined by suitability assessment prescribed by the Policy for Election and Suitability Assessment of Management Board Chairman and Members in Zagreba5ka banka d.d. and the Policy for the Election and Suitability Assessment of the Members of the Supervisory Board of Zagreba0ka banka d.d, and supervises regularly, once a year, by conducting regular assessment of suitability of members of the Management Board and the Supervisory Board.

The Management Board of the bank in 2024 consisted of 7 members, except during the time when the Management Board member responsible for Retail also performed the duties of the member of the Management Board responsible for Corporate Banking (there were six members). In the table below are listed all members/Chairman of the Management Board in 2024.The table lists the start and end dates of the last term of the office.

*Based on the submitted resignation of the Chairman of the Management Board and CEO, Mr Ivan Vlaho effective as of 1 May 2024 and the Decision of the Supervisory Board of 23 April 2024 on the Suitability and the Appointment of the Management Board Deputy Chairman of Zagreba5ka banka d.d. acting also in capacity as Deputy Chief Executive Officer (CEO), the term of office in the Bank's Management Board of Mr Davide Bazzarello started for the period until obtaining the approval of the Croatian National Bank for the appointment of Mr Dalibor Cubela to the position of Management Board Chairman of Zagreba0ka banka d.d., acting also in capacity as "Chief Executive Officer" (CEO) of Zagreba0ka banka, but on a maximum period of three months. While holding the function within Management Board of Zagreba0ka banka d.d., Mr. David Bazzarello was not performing the function of the Supervisory Board member of Zagreba5ka banka d.d..

"*In the period from the resignation of Mr. S.B. Vidarkinsky until the appointment of Ms. Aleksandra Rabid as a member of the Management Board, Mr. Slaven Rukavina also performed the duties of the member of the Management Board responsible for Corporate Banking.

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