Guidelines on the Presentation of Data on Main Activities and Basic Business and Financial Position Information

1
Based on the provisions of Article 15, paragraph 4, of the Act on the Croatian Financial Services Supervisory Agency (Official Gazette nos. 140/05 and 12/12), the Croatian Financial Services Supervisory Agency (hereinafter: Hanfa) at its Management Board meeting held on 21 December 2022 adopts the GUIDELINES ON THE PRESENTATION OF DATA ON MAIN ACTIVITIES AND BASIC BUSINESS AND FINANCIAL POSITION INFORMATION IN TAKEOVER OFFERS

1. Introductory Provisions and Purpose of the Guidelines
   In accordance with Article 22, paragraph 1, point 2, of the Act on the Takeover of Joint Stock Companies (Official Gazette nos. 109/07, 36/09, 108/12, 90/13-Ruling of the Constitutional Court of Croatia, 99/13-Ruling of the Constitutional Court of Croatia and 148/13; hereinafter: ZPDD), among other things, data on the main activities as well as basic business and financial position information of the offeror must be included as mandatory content in a takeover offer conducted by legal entities. The same data, in accordance with Article 11, paragraph 1, of the ZPDD, must also be included in the notice regarding the arising obligation to publish a takeover offer or the intention to publish a takeover offer. The prescription of these data aligns with one of the fundamental principles of takeovers, which requires that shareholders of the target company to which the takeover offer relates must have sufficient information so that, through a comprehensive review of the circumstances, they can decide on the takeover offer. The purpose of these Guidelines is to ensure uniform handling by offerors when presenting the minimum set of data on main activities and basic business and financial position information of the offeror in a takeover offer, upon which shareholders of the target company, among other things, base their decision on the takeover offer.

2. Data on Main Activities and Basic Business and Financial Position Information of the Offeror
   When listing main activities, it is necessary to highlight those from which the legal entity derives most of its revenue. Therefore, it is not necessary to list all activities registered in the court or other relevant competent registry if the offeror does not actually actively engage in them. Regarding basic business and financial position information, the basis for these should be the offeror's financial statements, both individual and consolidated. Given the comprehensiveness of financial statements, for the purpose of presenting basic information in a takeover offer, the following tabular presentation is recommended. (all amounts are expressed in thousands of euros) Previous Year Current Year Income Statement Sales Revenue Other Income Material Costs Personnel Costs

2
Depreciation Expenses
Other Expenses
Financial Income
Financial Expenses
Profit or Loss Before Taxation
Income Tax
Profit or Loss for the Period
Balance Sheet
Intangible Assets
Tangible Assets
Long-term Receivables
Long-term Financial Assets
Inventories
Short-term Receivables
Short-term Financial Assets
Cash at Bank and in Hand
Prepaid Future Period Costs and Accrued Income

Total Assets
Equity and Reserves
Long-term Liabilities to Banks and Other Financial Institutions

Long-term Liabilities to Suppliers
Other Long-term Liabilities
Short-term Liabilities to Banks and Other Financial Institutions

Short-term Liabilities to Suppliers
Other Short-term Liabilities
Deferred Payment of Costs and Future Period Income

Total Equity and Liabilities
Statement of Cash Flows
Cash Flow from Operating Activities
Cash Flow from Investing Activities
Cash Flow from Financing Activities
Net Increase/Decrease in Cash and Cash Equivalents

Cash and Cash Equivalents at the Beginning of the Period Cash and Cash Equivalents at the End of the Period Statement of Changes in Equity Balance as at the first day of the previous year Balance as at the last day of the previous year Balance as at the first day of the current year Balance as at the last day of the current year Share Capital Revaluation Reserves

Statutory Reserves
Other Reserves
Retained Earnings
Total

In the tabular presentation, it is necessary to indicate which data are taken from audited and which from unaudited reports, as well as where the complete financial statements from which the data are taken have been published. Additionally, it is necessary to indicate whether the data are from consolidated or individual financial statements. The aforementioned tabular presentation is provided as an example, not as the final version, and other data specific to the offeror's business may be presented if the offeror considers them necessary for assessing its operations and financial position.

3. Transitional and Final Provisions
   These Guidelines will be published on Hanfa's website and enter into force on 1 January 2023.
   Upon the entry into force of these Guidelines, the Guidelines on the Presentation of Data on Main Activities and Basic Business and Financial Position Information in Takeover Offers dated 5 December 2019 (CLASS: 011-02/19-01/10, REG. NO.: 326-01-60-62-19-1) cease to apply. CLASS: 011-01/22-01/08 REG. NO.: 326-01-60-62-22-1 Zagreb, 21 December 2022. CHAIRMAN OF THE MANAGEMENT BOARD Dr. sc. Ante Žigman