Decisions passed by the General Assembly of Croatian Telecom Inc. held on 3 June 2025

Agenda of the General Assembly of Croatian Telecom Inc.:

1. Election of the Chairman of the General Assembly;
2. Integrated Annual Report on the Status and Business Operations of the Company and HT Group for the business year 2024, consisting of Annual financial statements for the business year 2024, the auditor’s report on the performed audit, Sustainability report with auditor's report and Management report together with its additions, and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in the business year 2024;
3. Decision on the utilization of profit;
4. Decision on approval of actions of the Members of the Management Board of the Company for the business year 2024;
5. Decision on approval of actions of the Members of the Supervisory Board of the Company for the business year 2024;
6. Decision on amendments to Article 5 and Article 39 of the Articles of Association of the Joint Stock Company Croatian Telecom;
7. Decision on division of the Company by separation with acquisition;
8. Decision on approval of the Report on remuneration to the Members of the Supervisory Board and to the Management Board Members in the business year 2024;
9. Decision on election of Members of the Supervisory Board;
10. Decision on appointment of the auditor of the Company

The General Assembly of Croatian Telecom Inc., which was attended by 59,607,388 shares, which constitutes 77.91% of total votes, has passed the following decisions:

Ad 1. 

 “Professor Hrvoje Markovinović, Ph.D., Faculty of Law, University of Zagreb, is elected as Chairman of the General Assembly of Croatian Telecom Inc. for this convocation”. 

Ad 3. 

“Decision on utilization of profit for the year 2024

1. It is determined that Croatian Telecom Inc. in the business year ending with 31 December 2024 realized net profit in the amount of EUR 136,827,113.93.
   
   Net profit amount stated herein shall be used accordingly:

• A part of net profit in the amount of EUR 126,116,000.00 shall be paid out as dividend to shareholders, in the amount of EUR 1.64 per share.
• A part of net profit in the amount of EUR 10,711,113.93 shall be allocated to retained earnings.

2. Dividend referred to under Item 1 hereof shall be paid out to all shareholders that are registered as shareholders at the Central Depository & Clearing Company (SKDD) on June 9^th, 2025 (record date). Date on which security of Croatian Telecom Inc. will be traded without dividend payment right is June 6^th, 2025 (ex date). Dividend payment claim matures on June 16^th, 2025 (payment date).
3. This Decision shall enter into effect as at the day of its passing”.

Ad 4.

 “The approval of actions is given to the Members of the Management Board of the Company for the business year 2024”.

Ad 5.

 “The approval of actions is given to the Members of the Supervisory Board of the Company for the business year 2024”.

Ad 6.

“Decision on Amendments to Article 5 and Article 39 of the Articles of Association of the Joint Stock Company Croatian Telecom

Article 1

1. In Article 5, paragraph 1, Items from 25 to 34 shall be deleted:

• creation of the parceling and other geodetic surveys of the land cadastre
• creation of the parceling and other geodetic surveys of the real property cadastre
• creation of the parceling and other geodetic surveys for the needs of the individual conversion of the land registry plots of the land cadastre into the land registry plots of the real property cadastre
• creation of the line cadastre surveys and expert geodetic tasks for the needs of provision of geodetic services
• technical line cadastre management
• creation of special geodetic documents for the designing needs
• creation of special geodetic documents for the needs of compiling physical planning documents and acts
• creation of a geodetic project
• marking out of the building and producing the marking out survey
• creation of a geodetic situation draft for the constructed buildings

2. In Article 5, paragraph 1, after the activity " intermediation in waste management " new items are added and reads as follows:

• „aerial recording activity“
• „geodetic activity“

 

Article 2

In the clean text of the Articles of Association, Article 39 shall be amended to read as follows:

“By coming into force of these Articles of Association, the Articles of Association of the Company in the form as adopted on December 7, 1998, with amendments as of October 5, 1999, October 24, 2001, June 28, 2002, December 17, 2004, April 23, 2007, April 21, 2008, April 21, 2010, May 4, 2011, June 17, 2013, April 29, 2014, April 29, 2015, April 21, 2016, April 25, 2017, March 23, 2018, May 6, 2019, June 21, 2019, July 20, 2020, April 23, 2021, July 7, 2022, May 10, 2023, December 14, 2023 and May 8 2024 shall cease to be valid.“

Article 3

All other provisions of the Articles of Association shall remain unchanged.

Article 4

This Decision on Amendments to the Articles of Association shall come into force and apply as of the date of entry in the Court Register.

Article 5

The Supervisory Board shall be authorized to specify the clean text of the Articles of Association.“

Ad 7.

1. The Agreement on Division by Separation with Acquisition, as of 19 March 2025, is hereby approved, thereby regulating the division of the company Croatian Telecom Inc., with registered seat in Zagreb, Radnička cesta 21., entered in the Court Register of the Commercial Court in Zagreb under the number MBS: 080266256, OIB: 81793146560, which does not terminate its operations, and the simultaneous transfer of part of its assets, rights and obligations to the company which is already established, HT Towers Ltd., with registered seat in Zagreb, Radnička cesta 21., entered in the Court Register of the Commercial Court in Zagreb under the number MBS: 081641287, OIB: 87010206414, with the date of business effects of the division as at 31 December 2024, which was delivered to the Court Register of the Commercial Court in Zagreb on 22 April 2025, under the number R3-2953/25. 

2. By adoption of this Decision, decision is also being made on the corresponding amendment to Article 7 of the Articles of Association of the company Croatian Telecom Inc., and the share capital is determined in the amount of EUR 1,340,772,262, which amount is the result of reduction of the share capital which is implemented within the division by separation with acquisition, pursuant to the provisions of the Agreement on Division by Separation with Acquisition. In the clean text of the Articles of Association, Article 39 is also amended, and it reads as follows: “By coming into force of these Articles of Association, the Articles of Association of the Company in the form as adopted on December 7, 1998, with amendments as of October 5, 1999, October 24, 2001, June 28, 2002, December 17, 2004, April 23, 2007, April 21, 2008, April 21, 2010, May 4, 2011, June 17, 2013, April 29, 2014, April 29, 2015, April 21, 2016, April 25, 2017, March 23, 2018, May 6, 2019, June 21, 2019, July 20, 2020, April 23, 2021, July 7, 2022, May 10, 2023, December 14, 2023 and May 8 2024 shall cease to be valid“. The Supervisory Board shall be authorized to specify the clean text of the Articles of Association and to include therein amendments made in line with this Decision. 

3. Division by separation with acquisition which is implemented in line with this Decision shall be entered into the Court Registre. By entry of the division in the Court Registre legal effects of the division by separation with acquisition come into force, including the fact that by entry in the Court Registre, the share capital of the company which is being divided is being reduced, and the amendments to the Articles of Association of the company which is being divided enter into force, all as foreseen by the Agreement on Division by Separation with Acquisition, and as stated in this Decision. 

4. The Agreement on Division by Separation with Acquisition concluded between the companies Croatian Telecom Inc. and HT Towers Ltd., as of 19 March 2025, is attached to this Decision, making an integral part hereof”.

Ad 8.

1. “The Report on remuneration paid to the Members of the Supervisory Board and to the Management Board Members in the business year 2024 is hereby approved, in the text published as Attachment 1 of the Invitation to the General Assembly, together with the Auditors’ Report, as attached hereto and making and integral part hereof.
2. This Decision shall come into force as of the day of its passing”.

Ad 9. 

“Mrs. Diana Samland, graduate of business economics, residing in Königswinter, Federal Republic of Germany, is elected Member of the Supervisory Board of Croatian Telecom Inc. for the period of four (4) years. This Decision shall come into effect as of the day of its passing”.

“Mr. Stefan Schloter, Ph.D. in physics, residing in Goldbach, Federal Republic of Germany, is elected Member of the Supervisory Board of Croatian Telecom Inc. for the period of four (4) years. This Decision shall come into effect as of the day of its passing”.

Ad 10.

“The company Deloitte d.o.o., Radnička cesta 80, 10000 Zagreb, is appointed as the auditor of the Company for the business years 2025 and 2026”.