Invitation to the General Assembly of Podravka Inc.

Pursuant to Article 263 of the Companies Law ("Official Gazette" no. 152/11 – cleared text, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24), and the Resolution on convocation of the General Assembly of PODRAVKA Inc., Supervisory 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 (hereinafter: Company) will be held in Koprivnica, on 20th October 2025 (Monday), at 12 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.         Passing a Resolution on the election of a member of the Supervisory Board of PODRAVKA Inc.

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 13th October 2025 as the last day to apply to participate in the work of the General Assembly, and who have by that day – i.e. by. 13th October 2025 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 on the recommended form.

 

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, recommended form of the recall of the existing power of attorney, the Report of the Company Supervisory Board on performed supervision over the Company business in 2024 and other information and material proscribed by the Article 280.a of the Companies Act.

IX. This invitation and draft resolution proposed to the General Assembly by the Company Supervisory Board will be published on the register web-site of Commercial Court in Bjelovar, HINA and web-site of the Zagreb Stock Exchange (www.zse.hr), HANFA (www.hanfa.hr) 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 25th September 2025 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 until 5th October 2025 at the latest. Missing this deadline does not have a repercussion in losing the right to place the counter-proposal at the General Assembly.

XI. Participants in the General Assembly are kindly invited to arrive to the reception desk of the Company at least 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 20th October 2025, as provided in Article 29 of the Company Articles of Association, the next General Assembly will be held on 27th October 2025 at 12 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 RESOLUTION

Ad 2)     Passing a Resolution on the election of a member of the Supervisory Board of PODRAVKA Inc.

I

It is established that Mr. Ante Jelčić 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.

 

II

The following is elected as a member of the Supervisory Board of PODRAVKA Inc.:

 

Dubravko Štimac, PhD., from Zagreb, Stupnička street 18, OIB: 40402971482.

 

III

The member of the Supervisory Board of PODRAVKA Inc. referred to in Item II of this Resolution is elected for a term of 4 years that begins on 20th October, 2025.

 

Explanation of the Proposal:

The proposed candidate for member of the PODRAVKA Inc. Supervisory Board, Dubravko Štimac, PhD. received his master's degree from the Faculty of Economics in Zagreb in the field of organization and management and a doctorate from the Faculty of Economics in Zagreb in 2012.

He gained his rich professional experience as president of the Management Board in the company PBZ Croatia osiguranje joint stock company for managing mandatory pension funds and in various management positions, as well as holding the positions of president and member of supervisory boards of the companies Zagrebačka burza Inc., Zavarovalnica Triglav Inc. and PODRAVKA Inc.

With his expertise, past work and personal integrity, the proposed candidate will actively contribute to the profile and successful performance of the Supervisory Board's functions.

The mentioned candidate is not a shareholder of PODRAVKA Inc. and is not independent according to Article 255, paragraph 6 of the Companies Act. With the proposed election of a member of the Supervisory Board, a balanced representation between women and men in the Supervisory Board of PODRAVKA Inc. is not established. The Supervisory Board will ensure the application of the gender equality principle when submitting proposals to the General Assembly of the Company regarding the election of new members of the Supervisory Board.