Ina dd : 20.3.2019. - Annual Corporate Governance Code Questionnaire

CODE OF CORPORATE GOVERNANCE
ANNUAL QUESTIONNAIRE
MAIN COMPANY INFORMATION:	INA - Industrija nafte, d.d.
CONTACT PERSON AND CONTACT PHONE:	Ivan Kolar
DATE OF QUESTIONAIRE COMPLETE:	March 2019

All the questions contained in this questionnaire relate to the period of one bussines year to which the annual financial statements also relate. If a question in the questionnaire asks for an explanation, it is necessary to explain the answer provided.

All the answers in the questionnaire will be measured in percentages, as explained at the beggining of each chapter.

COMPANY HARMONIZATION WITH THE PRINCIPLES OF CORPORATE GOVERNANCE CODE

Answers to this questionnaire chapter will be valued with a max. 20% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
1	Has the company accepted implementation of the code of corporate governance of the Zagreb Stock Exchange?	YES
2	Does the company have its own code of corporate governance?	YES
3	Have any principles of the code of corporate governance been adopted as part of the company's internal policies?	YES
4	Does the company disclose harmonization with the principles of corporate governance in its annual financial statements?	YES

SHAREHOLDERS AND GENERAL MEETING

Answers to this questionnaire chapter will be valued with max. 30% of whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
5	Is the company in a cross-shareholding relationship with another company or other companies? (If so, explain)	NO
6	Does each share of the company have one voting right? (If not, explain)	YES
7	Are there cases of different treatment of any shareholders?? (If so, explain)	NO
8	Has the procedure for issuing power of attorney for voting at the general assembly been fully simplified and free of any strict formal requirements? (If not, explain)	YES
9	Has the company ensured that the shareholders of the company who, for whatever reason, are not able to vote at the assembly in person, have proxies who are obliged to vote in accordance with instructions received from the shareholders, with no extra costs for those shareholders? (If not, explain)	NO	None of the shareholders has requested yet to be provided a proxy in that manner, however should it be requested INA could ensure it.
10	Did the management or Management Board of the company, when convening the assembly, set the date for defining the status in the register of shares, which will be relevant for exercising voting rights at the general assembly of the company, by setting that date prior to the day of holding the assembly and not earlier than 6 days prior to the day of holding the assembly? (If not, explain)	YES
11	Were the agenda of the assembly, as well as all relevant data and documentation with explanations relating to the agenda, announced on the website of the company and put at the disposal of shareholders on the company's premises as of the date of the first publication of the agenda? (If not, explain)	YES
12	Does the decision on dividend payment or advance dividend payment include information on the date when shareholders acquire the right to dividend payment, and information on the date or period during which the dividend will be paid? (If not, explain)	YES
13	Is the date of dividend payment or advance dividend payment set to be not later than 30 days after the date of decision making? (If not, explain)	YES
14	Were any shareholders favoured while receiving their dividends or advance dividends? (If so, explain)	NO
15	Are the shareholders allowed to participate and to vote at the general assembly of the company using modern communication technology? (If not, explain)	YES
16	Have the conditions been defined for participating at the general assembly by voting through proxy voting (irrespective of whether this is permitted pursuant to the law and articles of association), such as registration for participation in advance, certification of powers of attorney etc.? (If so, explain)	YES	Statutorily provided options of attendee registration and proxy forms were exercised in order to protect the shareholders' interests and maintain an adequate technical level of the meeting.
17	Did the management of the company publish the decisions of the general assembly of the company?	YES
18	Did the management of the company publish the data on legal actions, if any, challenging those decisions? (If not, explain)	YES

MANAGEMENT AND SUPERVISORY BOARDPLEASE PROVIDE THE NAMES OF MANAGEMENT BOARD MEMBERS AND THEIR FUNCTIONSPLEASE PROVIDE THE NAMES OF SUPERVISORY BOARD AND THEIR FUNCTIONS

Ivan Krešić - member, Davor Mayer - member, Zsolt Pethő - member, Ákos Székely - memberSándor Fasimon - President, Niko Dalić - member,

Damir Vanđelić - President, József Molnár - Vice president, József Simola - member, Szabolcs I. Ferencz - member, Ferenc Horváth - member, Jasna Pipunić - member, Damir Mikuljan - member, Luka Burilović - member, László Uzsoki - member

Answers to this questionnaire chapter will be valued with a max. 20% of the whole questionnaire valuation of company harmonization with the principles of Corporate Governance Code

Question No.	Questions	Answer YES/NO	Explanation
19	Did the Supervisory or Management Board adopt a decision on the master plan of its activities, including the list of its regular meetings and data to be made available to Supervisory Board members, regularly and in a timely manner? (If not, explain)	YES
20	Did the Supervisory or Management Board pass its internal code of conduct?	YES
21	Does the company have any independent members on its Supervisory or Management Board? (if not, please explain)	NO	Supervisory Board is comprised of members elected by the General Assembly in accordance with Company Act based on major shareholders proposal and a workers representative in accordance with Labour Act.
22	Is there a long-term succession plan in the company? (If not, explain)	NO	Existing system of electing SB members, MB members and senior officials takes into account the continuity in performing supervisory, executive or managing functions.
23	Is the remuneration received by the members of the Supervisory or Management Board entirely or partly determined according to their contribution to the company's business performance? (If not, explain)	NO	The remuneration received by SB members has been determined in absolute amount by the AGM as proposed by the Supervisory Board. The remuneration received by MB members is determined by the SB.
24	Is the remuneration to the members of the Supervisory or Management Board determined by a decision of the general assembly or in the articles of association of the company? (If not, explain)	YES
25	Have detailed records on all remunerations and other earnings of each member of the management or each executive director received from the company or from other persons related to the company, including the structure of such remuneration, been made public (in annual financial statements)? (If not, explain)	NO	Current company rules do not provide for such information to be publicly available.

Current company rules do not provide for

Act based on major shareholders proposal

members has been determined in absolute

26	Have detailed records on all remunerations and other earnings of each member of the Supervisory or Management Board received from the company or from other persons related to the company, including the structure of such remuneration, been made public (in annual financial statements)? (If not, explain)	NO	Current company rules do not provide for such information to be publicly available.
27	Does every member of the Supervisory or Management Board inform the company of each change relating to their acquisition or disposal of shares of the company, or to the possibility to exercise voting rights arising from the company 's shares promptly and no later than three business days, after such a change occurs? (If not, explain)	YES
28	Were all transactions involving members of the Supervisory or Management Board or persons related to them and the company and persons related to it clearly presented in reports of the company? (If not, explain)	YES
29	Are there any contracts or agreements between members of the Supervisory or Management Board and the company?	NO
30	Did they obtain prior approval of the Supervisory or Management Board? (If not, explain)
31	Are important elements of all such contracts or agreements included in the annual report? (If not, explain)
32	Did the Supervisory or Management Board establish the appointment committee?	NO	Audit Committee operates within the framework of harmonization of the corporate governance of INA with the best international practice, and occasionally other committees operate as well on certain issues based on the assignments provided by the SB.
33	Did the Supervisory or Management Board establish the remuneration committee?	NO	The SB established ad-hoc Remuneration and Corporate Governance Committee which convenes occasionally based on certain assignments in accordance with a separate request given by the Supervisory Board.
34	Did the Supervisory or Management Board establish the audit committee?	YES
Was the majority of the audit committee members selected from the group of independent members of the Supervisory Board? (If not, explain)	YES

Current company rules do not provide for

separate request given by the Supervisory