Invitation to the general assembly of Podravka Inc.

Pursuant to Article 277 of the Companies Law (Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 111/12, 125/11, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 i  136/24), and the Resolution on convocation of the General Assembly of PODRAVKA Inc., Management Board of PODRAVKA Inc. announces this 

INVITATION TO THE GENERAL ASSEMBLY OF PODRAVKA Inc.

I. General Assembly of PODRAVKA Inc., headquartered in Koprivnica, A. Starčevića 32, PIN: 18928523252 (hereinafter: Company) will be held in Koprivnica, on 9th June 2026 (Tuesday), at 12:00 a.m. in the conference hall on the ground floor of the Company headquarters in Koprivnica, A. Starčevića 32 Street.

II. For this General Assembly it is hereby determined and published

the following Agenda:

  1. Opening of the General Assembly, determination of present and represented shareholders and their proxies
  2. Annual financial reports for the Company and Annual consolidated financial reports for Podravka Group for the year 2025 together with authorized auditor's reports, the consolidated Sustainability Statement with the Report of the authorized auditor and the Annual Report by the Company Management Board on the state of the Company and its related companies in 2025, and the Report of the Company Supervisory Board on performed supervision over managing business in 2025
  3. Resolution on profit distribution of PODRAVKA Inc. for the year 2025
  4. Resolution on discharging the Management Board members of PODRAVKA Inc. for the year 2025
  5. Resolution on discharging Supervisory Board members of PODRAVKA Inc. for the year 2025
  6. Resolution on approving of the Remuneration Report of the Supervisory Board members as well as the Management Board members in the year 2025
  7. Resolution on approving of the Remuneration Policy
  8. Resolution on the Remuneration of the Supervisory Board members of the PODRAVKA Inc.
  9. Resolution on changes and amendments to the Articles of Association of PODRAVKA Inc.
  10. Resolution on electing members of the Supervisory Board of PODRAVKA Inc.
  11. Resolution on appointing the PODRAVKA Inc. auditors for the business year 2027 and determination of their respective fees

III. The Company share capital has been divided to 7,120,003 regular shares of individual nominal amount of EUR 30.00, registered at the computer system of the Central Depository & Clearing Company under the ticker PODR-R-A. Each regular share provides one vote at the General Assembly. All shareholders of PODRAVKA Inc. are entitled to attend and vote at the General Assembly (1 share = 1 vote), who have been entered into the computer system kept by the Central Depository & Clearing Company six days before the General Assembly is being held, i.e. on 2nd June 2026 as the last day to apply to participate in the work of the General Assembly, and who have by that day – i.e. by. 2nd June 2026 provided notice of attendance and intention on participating in work of this Assembly to the Company.

IV. Shareholders may attend and vote at the General Assembly in person or through a proxy. Authorizations for participation and exercising the right to vote at the General Assembly are provided in written form.

Shareholders may be represented by proxies under the condition they have valid powers of attorney issued by shareholders, or in behalf of shareholders being legal entities, and by persons authorized for representation pursuant to provisions in Article 28 of the Company’s Articles of Association.

V. To be valid, notice of attendance must contain, and be accompanied with:

a) shareholders – natural persons:

– name and surname, residence, PIN, account no. at CDCC and total number of shares (no. of votes at the General Assembly).

b) shareholders – legal entities:

– company, legal entity name, headquarters and residence, PIN, account no. at CDCC and total number of shares (no. of votes at the General Assembly).

– photocopy of an excerpt from court or any other register of authorized persons for representation of that legal entity in the current year,

– proxy's power of attorney for representation of legal entity (if legal entity is not represented by a person authorized for representation pursuant to legal provisions).

c) proxies of shareholders – natural persons:

– name and surname, residence and proxy PIN;

– list of shareholders they represent, for each of them no. of account opened at the CDCC and the total number of shares (number of votes at the General Assembly) of all the represented shareholders;

– attached to the application are all individual powers of attorney.

d) proxies of shareholders – natural persons:

– company, i.e. name of the legal entity, headquarters and address and PIN of the proxy;

– list of shareholders they represent, for each of them no. of account opened at the CDCC and the total number of shares (number of votes at the General Assembly) of all the represented shareholders;

– attached to this application are individual powers of attorney in written form, and if the shareholder is a legal entity, attached is the photocopy of the excerpt from the court register or some other register from the current year in which this legal entity is registered, certified transcript or other public document showing that the power of attorney was signed by the person lawfully authorized to represent that legal entity.

VI. Application for participation at the General Assembly and the power of attorney, along with all the attachments have to be in Croatian language, and if they are in foreign language they need to be attached with a translation to Croatian language by the registered court interpreter.

Shareholders, representatives and proxies of shareholders who fail to meet obligations to give proper notice of attendance at the General Assembly pursuant to this Invitation, shall not be entitled to attend and make decisions at the General Assembly of the Company.

VII. Pursuant to provision in Article 28, item 4 of the Company Articles of Association, shareholders, their proxies and representatives shall bear expenses of their attendance at the General Assembly.

VIII. At the Company web-site www.podravka.com, as of the day this Invitation to the General Assembly is published, the following forms are available: application for participation at the General Assembly, recommended form of the power of attorney, the Report of the Company Supervisory Board on performed supervision over the Company business in 2025 and other materials.

IX. This invitation and draft resolutions which are being proposed to the General Assembly by the Company Supervisory and Management Boards will be published on the register web-site of Commercial Court in Bjelovar, and web-site of the Zagreb Stock Exchange (www.zse.hr), HANFA (www.hanfa.hr), HINA and the Company (www.podravka.com). All the relevant data and documents related to the agenda of the Company General Assembly will be available to the shareholders at the Company headquarters, at the headquarters helpdesk, working days from 10 to 14, and at the Company web-site as of the day this invitation is publicly announced.

X. Shareholders jointly having shares amounting to 5% of the Company share capital, can request in writing that a subject be placed on the Agenda of the General Assembly. The request in question, along with its explanation and proposed Resolution, the Company needs to receive at least 24 days prior to holding of the General Assembly, or on 15th May 2026 at the latest.

Stating their name and last name, each shareholder has been authorized to submit a counter-proposal and an explanation to the proposed resolutions of the Management and Supervisory Boards, referring to the items on the agenda and deliver it to the Company's address at least 14 days prior the General Assembly is being held, or on 25th May 2026 at the latest. Missing this deadline does not have a repercussion in losing the right to place the counter-proposal at the General Assembly.

It is the obligation of the Management Board to provide an explanation to shareholders questions at the General Assembly on business operations of the Company, if such explanation is necessary for resolving issues on the Agenda.

XI. Participants in the General Assembly are kindly invited to arrive to the reception desk of the Company one hour earlier than the specified time of the General Assembly for the purpose of registration and delivery of materials for participation at the General Assembly.

The public is excluded from the work of the General Assembly.

XII. If a quorum is not present at the General Assembly called for the 9th June 2026, as provided in Article 29 of the Company Articles of Association, the next General Assembly will be held on 23rd June 2026 at 12:00 a.m. at the same venue and with the same agenda. This General Assembly will be held and valid resolutions will be passed regardless of the number of present and represented shareholders.

DRAFT RESOLUTIONS

Ad 2)     Annual financial statements of PODRAVKA Inc. and Annual consolidated financial statements by Podravka Group for the business year 2025 with reports by authorized auditors, the consolidated Sustainability Statement with the Report of the authorized auditor and the Annual Report by the Company Management Board on the state of the Company and its related companies in 2025 based on Article 300 d of the Companies Law have been verified by the Company Management and Supervisory Boards and they are not subject to voting. The stated financial statements have been published at the Zagreb Stock Exchange, HANFA, HINA and Company web site (www.podravka.com).

The Report of the PODRAVKA Inc. Supervisory Board on performed supervision over the PODRAVKA Inc. managing business in 2025 has been published as prescribed and there can be a discussion under this item, but the General Assembly makes no resolutions.

Ad 3)     Resolution on profit distribution of PODRAVKA Inc. for the year 2025

I

It is determined that net profit of PODRAVKA Inc. (hereinafter: the Company) for the year 2025 stated in the audited annual financial statements of the Company, amounts to EUR 49,208,475.14.

II

From the net profit referred to in point I of this Decision, a dividend in the gross amount of EUR 3.20 per share will be paid to the shareholders of the Company.

The dividend will be paid to the Company's shareholders, holders of shares that are registered as an electronic record in their book-entry securities accounts, and which are registered in the central depository of the Central Depository and Clearing Company Inc. on June 30th 2026 (record date).

Date on which shares of the Company will be traded without dividend payment right is June 29th 2026 (ex date).

Dividend payment claim will be due on July 10th 2026 (payment date).

The total maximum amount of dividend amounts to EUR 22,784,009.60. Paid amount of dividend will depend on the number of shares belonging to registered shareholders at the Central Depository & Clearing Company Inc. (reduced for dividend on treasury shares).

III

After the dividend referred to in point II of this Decision has been paid, the remaining part of the net profit shall be allocated to retained earnings.

Ad 4)      Resolution on discharging the Management Board members of PODRAVKA Inc. for the year 2025

Discharge is given to the members of the PODRAVKA Inc. Management Board in respect of their duties carried out in managing the Company in the year 2025.

Ad 5)      Resolution on discharging Supervisory Board members of PODRAVKA Inc. for the year 2025

Discharge is given to the members of the PODRAVKA Inc. Supervisory Board by which their duties and supervision over managing Company business in the year 2025 have been approved.

Ad 6)      Resolution on approving the Remuneration Report of the Supervisory and Management Board’s members in the year 2025

The Remuneration Report of the Supervisory and Management Board’s members in the year 2025 is approved.

Ad 7)      Resolution on approving of the Remuneration Policy

The Remuneration Policy is approved, which is attached to this Resolution and makes its integral part.

Ad 8)      Resolution on the remuneration of the Supervisory Board members of the PODRAVKA Inc.

I

PODRAVKA Food Processing Industry, Inc., with its registered seat in Koprivnica, is a joint-stock company whose shares are listed on the Zagreb Stock Exchange in its most demanding trading segment, the Prime Market. PODRAVKA Inc. holds equity interests in other companies in Croatia and abroad and, pursuant to Article 11 of its Articles of Association, together with such companies constitutes a concern.

Altogether, concern the Podravka Group operates across three business segments: Food, comprising PODRAVKA Inc. itself and its manufacturing and trading subsidiaries in Croatia and abroad within the food processing industry; Pharmaceuticals, comprising BELUPO Inc. and its subsidiaries; and Agriculture, comprising PODRAVKA AGRI Ltd. and its subsidiaries.

The number of entities within the Podravka Group, the range of industries in which it operates, and the number of markets in which it generates sales, render the Podravka Group one of the most complex business groups in the Republic of Croatia.

II

Members of the Supervisory Board of PODRAVKA Inc. shall be entitled to a monthly remuneration for their services in an amount equal to two average gross monthly salaries within the Podravka Group in the preceding month.

The remuneration referred to in the preceding paragraph of this Resolution shall be increased as follows:

  • President of the Supervisory Board – by 50%
  • Deputy President of the Supervisory Board – by 30%.

In addition to the remuneration, members of the Supervisory Board shall be entitled to reimbursement of expenses and costs incurred in the performance of their duties as members of the Supervisory Board, in accordance with the regulations applicable to employees of PODRAVKA Inc.

III

This Resolution comes to force as of the date it is passed.

Ad 9)      Resolution on changes and amendments to the Articles of Association of PODRAVKA Inc.

I

The Articles of Association of PODRAVKA Inc. (hereinafter: Articles of Association) is changing and amending as follows:

Amending Article 6 of the Articles of Association named „Scope of activities“ the Company shall perform besides the aforementioned activities as follows:

  1. Information society services
  2. Other cleaning services.

II

Other provisions of the Articles of Association remained completely unchanged.

III

The Supervisory Board of the Company is authorised to establish the purified text of the Articles of Association in compliance with this Resolution.

IV

This Resolution on changes and amendments to the Articles of Association will entry into effect and is applied as of the day it is entered in the register of Commercial court in Bjelovar.

Ad 10)   Resolution on electing members of the Supervisory Board of PODRAVKA Inc.

I

It is established that Mr. Damir Čukman has submitted his resignation from the membership of the Supervisory Board of PODRAVKA Inc., which shall take effect on the election of the new member of the Supervisory Board of PODRAVKA Inc. is elected.

It is hereby determined that for the PODRAVKA Inc. Supervisory Board member Mr. Damir Grbavac, mr.oec., from Samobor, Andrije Bijankinija 27, PIN: 79690397796, his membership at PODRAVKA Inc. Supervisory Board expires on 30th June 2026.

It is hereby determined that for the PODRAVKA Inc. Supervisory Board members membership expires on 7th September 2026:

  1. Petar Miladin, prof. Ph.D., from Zagreb, Zelengaj 77, PIN: 88899511525,
  2. Luka Burilović, Ph.D., from Vinkovci, Vijenac Jakova Gotovca 23, PIN: 09991752217,
  3. Krunoslav Vitelj, mr.oec., from Legrad, Šoderica 134, PIN: 55989560281,
  4. Damir Felak, univ.spec.oec., from Koprivnica, Đure Basaričeka 14, PIN: 18222253138.

II

Members elected to PODRAVKA Inc. Supervisory Board are:

  1. Zdenko Matak, mag.oec., from Bjelovar, Marije Jurić Zagorke 27, PIN: 91380491336,
  2. Damir Grbavac, mr.oec., from Samobor, Andrije Bijankinija 27, PIN: 79690397796,
  3. Petar Miladin, prof. PhD, from Zagreb, Zelengaj 77, PIN: 88899511525.

III.

Supervisory Board members of PODRAVKA Inc. under item II of this Resolution are elected to a 4-year term.

Supervisory Board member of PODRAVKA Inc. Mr. Zdenko Matak, from Bjelovar, Marije Jurić Zagorke 27, PIN: 91380491336 is elected as of 9th June 2026.

Supervisory Board member of PODRAVKA Inc. Mr. Damir Grbavac, M.Sc. Econ., from Samobor, Andrije Bijankinija 27, PIN: 79690397796 is elected as of 1st July 2026.

Supervisory Board member of PODRAVKA Inc. Mr. Petar Miladin, PhD, from Zagreb, Zelengaj 77, PIN: 88899511525 is elected as of 8th September 2026.

IV

This Resolution comes to force as of the date it is passed.

Explanation of the Proposal:

Mr. ZDENKO MATAK graduated from the Faculty of Economics in Zagreb in 1989.

He began his career at Bjelovarska banka Inc. as a systems designer, organiser and programmer within the IT department. From 1999 to 2000, he held the position of Deputy Director and subsequently Director of the Retail Banking Division. In 2000, following the merger of that bank with Trgovačka banka and Čakovečka banka into Erste & Steiermärkische Bank Inc., he assumed the position of Director of the Eastern Regional Directorate within the Retail Banking Division, and from September 2004 he served as Director of the Retail Banking Division. From 2014 to 2024, he was a member of the Management Board of Erste & Steiermärkische Bank Inc. He continuously pursues additional professional education through various seminars and courses.

He is a member of the Supervisory Board of ERSTE Ltd for management of mandatory and voluntary pension funds.

Based on the foregoing, the Supervisory Board considers that the proposed candidate Zdenko Matak, through his professional experience and personal integrity, contributes to the profile of the Supervisory Board of PODRAVKA Inc. The proposed candidate is not independent pursuant to Article 255(6) of the Company Law through his membership of the Supervisory Board of ERSTE Ltd for management of mandatory and voluntary pension funds. The proposed candidate is not a shareholder of the Company.

Mr. DAMIR GRBAVAC graduated from the Faculty of Economics, University of Zagreb in 1978, and obtained a master’s degree from the same faculty in 1985.

He began his professional career in 1978 within the Đuro Đaković group, where he held various positions ranging from credit officer to Deputy General Director of the holding company. In 1997, he joined Raiffeisenbank Austria Inc. Zagreb as Director of the Investment Banking Division. In the same year, he became a member of the Management Board of Raiffeisen Investment, and two years later Chairman of the Management Board of Raiffeisen Securities Ltd. From 2003, he served as advisor to the Management Board of Raiffeisenbank Austria Inc. Zagreb, and from 2004 to 2021 he was Chairman of the Management Board of Raiffeisen Pension Company. He served as Chairman of the Supervisory Board of Medika Inc., and as a member of the Supervisory Boards of Hrvatski Telekom Inc., Zagrebačka burza Inc., and PODRAVKA Inc. from 2017 to 2019. He was also a member of the Management Board of the Central Registry of Insured Persons in the first pillar system and Chairman of the Association of Pension Fund Management Companies and Pension Insurance Companies.

Based on the foregoing, the Supervisory Board considers that the proposed candidate Damir Grbavac, through his professional experience, personal integrity and independence, contributes to the profile of the Supervisory Board of PODRAVKA Inc. The proposed candidate is independent pursuant to Article 255(6) of the Company Law. The proposed candidate is not a shareholder of the Company.

Mr. PETAR MILADIN obtained his master’s degree at the Postgraduate Scientific Study Programme in Commercial Law and Company Law at the Faculty of Law, University of Zagreb. He defended his doctoral dissertation in 2005.

He began his career at the Municipal Court and the Commercial Court in Zagreb, and in 1997 joined the Faculty of Law, University of Zagreb as a junior assistant at the Chair of Commercial Law and Company Law. From 2013 to 2015, he also served as Vice-Dean of the Faculty of Law, University of Zagreb. Since 2019, he has been employed at the Faculty of Law, University of Zagreb as a Full Professor in tenure.

Based on the foregoing, the Supervisory Board considers that the proposed candidate Petar Miladin, through his professional work and personal integrity, contributes to the profile of the Supervisory Board of PODRAVKA Inc. The proposed candidate is independent pursuant to Article 255(6) of the Company Law, except with respect to the criterion concerning the length of tenure as a member of the Supervisory Board of PODRAVKA Inc., as he has been a member of the Supervisory Board of PODRAVKA Inc. for more than 12 years. The proposed candidate is not a shareholder of the Company.

The proposed election of members of the Supervisory Board does not ensure balanced gender representation within the Supervisory Board of PODRAVKA Inc. Therefore, when submitting the next proposal to the General Assembly of the Company regarding the election of new members of the Supervisory Board, the Supervisory Board will take into account the need to ensure balanced gender representation.

Ad 11)   Resolution on appointing the PODRAVKA Inc. auditors for the business year 2027 and determination of their respective fees

I

The financial statements of the parent company PODRAVKA Food Processing Industry Inc. and of its affiliated companies, along with consolidated financial statements of the Podravka Group for the business year 2027 shall be audited by the authorised auditor companies:

ERNST & YOUNG Ltd.

headquartered in Zagreb, Radnička Street 50

and

GRANT THORNTON audit Ltd.

headquartered in Zagreb, Grada Vukovar Street 284.

II

The Sustainability Statement of the PODRAVKA Inc. and Podravka Group for the business year 2027 shall be reviewed by the authorized auditor company:

ERNST & YOUNG Ltd.

headquartered in Zagreb, Radnička Street 50.

III

PODRAVKA Inc. Management Board is authorized to enter in appropriate agreements on audit services with the Auditing Companies from previous items in which will be determined remuneration for their work.

PODRAVKA Inc.

Koprivnica