Hrvatska postanska banka d d : Invitation to the L General Assembly with proposals for decisions and explanatory notes

	LEI	529900D5G4V6THXC5P79
	Home Member	Republic of Croatia
	State of Issuer
HRVATSKA POŠTANSKA BANKA d.d.
ISIN	HRHPB0RA0002
Management Board
Stock Exchange	HPB-R-A
Jurišićeva ulica 4, HR-10000 Zagreb	Identifier
Zagreb Stock Exchange Inc.
Phone: [phone]	Regulated Market/
Segment	Official Market
Fax: [phone]

Zagreb, July 14, 2023

Ref. No: F00-82/23-SS

Zagreb Stock Exchange Inc.

Croatian Financial Services Supervisory Agency (HANFA)

Croatian News Agency OTS HINA

Subject: HRVATSKA POŠTANSKA BANKA, p.l.c.

• Notice of the convocation of the General Assembly - Invitation to the Shareholders
• Category: General Assembly - agenda, proposals, resolutions

The Management Board of Hrvatska poštanska banka, p.l.c., Zagreb, Jurišićeva ulica 4 (hereinafter: the Bank), pursuant to the provisions of the Companies Act, made the Decision on July 13, 2023, to convene the General Assembly of the Bank, to be held on August 30, 2023,

at Hotel Academia (Gloria hall, 1st floor), Zagreb, Tkalčićeva 88, at 12:00 noon.

Pursuant to the provisions of the Capital Market Act and Zagreb Stock Exchange Rules, the Management Board hereby submits for publication the Invitation to the Shareholders of the Bank in the legally defined form, containing Proposals of the Resolutions.

We hereby declare that the full, legally defined form of the Invitation to the Shareholders, including the documents for the General Assembly, will also be published on the Bank's website www.hpb.hr, pursuant to the applicable regulations.

The Invitation to the Shareholders is attached to the Notice.

Hrvatska poštanska banka, p.l.c.

Hrvatska poštanska banka d.d. ⋅ Jurišićeva ulica 4, 10000 Zagreb, Croatia ⋅ tel.: [phone] ⋅ [e-mail] ⋅ www.hpb.hr

Management Board: Marko Badurina, President ⋅ Anto Mihaljević, Member ⋅ Ivan Soldo, Member ⋅ Marijana Miličević, Chairman of the

Supervisory Board ⋅ Account with Hrvatska poštanska banka d.d. IBAN: HR46 2390 0011 0700 0002 9 ⋅ SWIFT: HPBZHR2X ⋅ OIB:

87939104217 ⋅ Registered with Zagreb Commercial Court under number MBS: 080010698 ⋅ Share capital of HRK 1,214,775,000.00 (EUR 161,228,349.59 calculated based on the fixed conversion rate EUR 1 = HRK 7,53450) divided into 2,024,625 ordinary shares each in the nominal value of HRK 600.00 (EUR 79.63 calculated based on the fixed conversion rate EUR 1 = HRK 7,53450) and paid in full.

The Management Board of Hrvatska poštanska banka p.l.c. (hereinafter: the Bank), Zagreb, Jurišićeva ulica 4, by virtue of the authority vested in it under Article 277 of the Companies Act (OG No. 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 i 18/23) and Article 24 of the Articles of Association of the Bank, made on July 13, 2023 the decision on the convocation of the General Assembly of the Bank, and hereby invites the Shareholders of the Bank to attend the

L (the fiftieth) GENERAL ASSEMBLY

of Hrvatska poštanska bakna p.l.c., Zagreb, to be held on August 30, 2023 at Hotel Academia (Gloria hall, 1st floor), Zagreb, Tkalčićeva 88, at 12:00 noon.

L General Assembly Agenda:

1. Opening of the General Assembly and establishment of a quorum of the present Shareholders or their proxies
2. Annual Financial Statements of Hrvatska poštanska banka p.l.c. and Consolidated Annual Financial Statements of Hrvatska poštanska banka Group for 2022, approved by the Management Board and the Supervisory Board of the Bank, and the Annual Management Report of Hrvatska poštanska banka p.l.c. and its subsidiaries for 2022
3. Report of the Supervisory Board on the supervision exercised over the conduct of business affairs in the Bank in 2022
4. Resolution on allocation of profit earned in 2022
5. Resolution on the approval of the Management Board Members' actions
6. Resolution on the approval of the Supervisory Board Members' actions
7. Resolution on the determination of remuneration for the Members of the Supervisory Board
8. Resolution on the determination of remuneration for the Members of the Audit Committee, the Risk Management Committee, the Remuneration Committee, the Appointments Committee and the ESG Committee
9. Resolution on the appointment of the auditor of Hrvatska poštanska banka p.l.c. for the year 2023
10. Resolution on the suitability of the Members of the Supervisory Board of Hrvatska poštanska banka p.l.c. based on the regular annual suitability assessment procedure
11. Resolution on the approval of the Remuneration Report for the Members of the Management Board and Supervisory Board for 2022
12. Adoption of the Diversity Policy for the Members of the Management Board and the Supervisory Board of Hrvatska poštanska banka, p.l.c.
13. Adoption of the Policy on the target structure and the assessment of the suitability of the Members of the Supervisory Board of the Bank
14. Resolution on granting the authorization to the Management Board for own shares buyback and disposal
15. Resolution on adjustment of the share capital and the nominal amount shares of the Hrvatska poštanska banka, p.l.c.
16. Resolution on amendments of the Articles of Association of the Hrvatska poštanska banka, p.l.c.

The Shareholders are hereby invited to participate in the General Assembly.

PROPOSED RESOLUTIONS AND EXPLANATORY NOTES

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Under Agenda Item 2 the General Assembly shall not pass resolutions.

Pursuant to the provision of Article 280.a of the Companies Act, the Shareholders are advised that the Supervisory Board of the Bank gave its consent to the Annual Financial Statements of Hrvatska poštanska banka p.l.c. and Consolidated Financial Statements of Hrvatska poštanska banka Group for 2022, submitted to the Supervisory Board by the Management Board of the Bank, and that as per the provision of Article 300.d of the Companies Act these statements were thereby adopted.

The Supervisory Board gave its consent to the Annual Management Report of Hrvatska poštanska banka p.l.c. and its subsidiaries for 20221, submitted to the Supervisory Board by the Management Board of the Bank.

The above Annual Financial Statements and the Annual Management Report of the Bank and its subsidiaries, together with the report of the Supervisory Board are submitted to the General Assembly.

HPB Annual Report for 2022

Report available from the link

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Item 3 The Report submitted by the Supervisory Board to the General Assembly

REPORT

on the supervision exercised over the conduct of business affairs in the Bank in 2022

I

Pursuant to the provisions of the Articles of Association and the resolutions passed by the General Assembly of the Bank in 2022, the Supervisory Board operated with three Members in 2022: Marijana Miličević as President, Mislav Ante Omazić as Deputy President and Marijana Vuraić Kudeljan as Member.

In the course of 2022, within the incumbent Supervisory Board, the independence requirement was discharged at all times by Mislav Ante Omazić, ensuring the functioning of the Supervisory Board and its committees in compliance with the provisions of applicable statutory regulations.

II

In 2022, the Supervisory Board held 12 regular meetings, considered and made resolutions and conclusions on the matters pertaining to the operations of the Bank and HPB Group.

In addition to regular meetings, the Supervisory Board made resolutions on 110 occasions via electronic mail outside the meetings, in situations where individual resolutions required prompt decision-making, the majority of which pertained to the to the Supervisory Board's approval of the Bank's exposure to certain customers/groups of related persons pursuant to the statutory framework, as well as other decisions/internal acts that require the Supervisory Board's approval.

The Supervisory Board meetings were attended by the Members of the Management Board of the Bank, and when it was deemed necessary and at the invitation of the Supervisory Board, meetings were also attended by the relevant employees of the Bank's professional functions, with the aim of providing the Supervisory Board with complete information and additional clarification on the matters from their scope of competence. In compliance with the statutory regulations, the Supervisory Board meetings were also attended by persons responsible for the operation of individual control functions.

III

For the purpose of discharging its function in an efficient manner, the Supervisory Board operates the following committees: the Audit Committee, the Risk Committee, the Remuneration Committee, the Appointments Committee and the ESG Committee, established as at 23 December 2022. The Committees operate with the aim of conducting in-depth discussions and delivering competent assessments on all matters within their scope of competence, based on the resolutions on the establishment and/or other internal acts of the Bank and relevant statutory regulations.

The Management Board of the Bank has ensured access to all information and data necessary for efficient work of the committees, and when necessary, has made available the Bank's professional functions, control functions, advice from external experts in areas within their competence.

In 2022, the Audit Committee operated in two compositions, each consisting of three Members. In the period from 1 January to 25 August 2022, the Audit Committee was chaired by Željko Lovrinčević, with Ivana Radeljak Novaković as Deputy Chairperson, and Mislav Ante Omazić as Member. Following the change in the composition of the Audit Committee, in the period from 26 August to 31 December 2022, the Audit Committee operated as follows: Mislav Ante Omazić, Chairperson, Željko Lovrinčević, Deputy Chairperson and Ivana Radeljak Novaković, Member. In both compositions of the Audit Committee, two members, Mislav Ante Omazić and Željko Lovrinčević continuously discharged the independence requirement in relation to the Bank, thereby ensuring the functioning of the Audit Committee in compliance with the provisions of applicable statutory regulations.

In 2022, the Audit Committee held eleven regular meetings where it considered and decided on the matters within its scope of competence and responsibility, as regulated by the applicable statutory regulations, the Resolution on the establishment of the Audit Committee and the relevant Rules of Procedure. In addition to regular meetings, the Audit Committee made decisions outside the meetings on 8 occasions by electronic mail, in situations when it was deemed necessary to promptly make certain decisions / conclusions within its scope of competence.

The Audit Committee supported the Supervisory Board in discharging its duties pertaining to the supervision of the financial reporting process, the statutory audit process (including the proposal to the General Assembly for the appointment of the external auditor), the effectiveness of the internal audit system, considered annual work plans and recurrent internal audit reports as well as significant matters pertaining to its scope of competence. The Supervisory Board supervised, with the assistance of the Audit Committee, the adequacy and efficiency of the internal controls system, with the aim of timely identification and monitoring of all risks to which the Bank is exposed in the course of its business operations.

The Chairperson of the Audit Committee reported to the Supervisory Board on the activities of the Committee, significant matters analysed, and delivered conclusions and recommendations at the Supervisory Board meetings.

In 2022, the Risk Committee operated with three Members, appointed by the Supervisory Board of the Bank. Marijana Vuraić Kudeljan chaired the Risk Committee, with Marijana Miličević and Mislav Ante Omazić as Members.

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In 2022, the Risk Committee held 10 regular meetings where it considered and decided on the matters within its scope of competence and responsibility, as regulated by the applicable statutory regulations, the Resolution on the establishment of the Risk Committee and the relevant Rules of Procedure. In addition to the regular meetings, the Risk Committee made decisions outside the meetings via electronic mail on 4 occasions.

In 2022, the Risk Committee supported the Supervisory Board of the Bank in discharging its strategic supervisory duties with respect to the risk management framework and risk appetite in line with the Bank's risk management business strategy, business targets, corporate culture, and values.

Within its scope of duties and responsibilities, the Risk Committee duly considered regular risk management and control reports, analysed the implementation of capital management strategies and all significant risks, in particular liquidity risk, market risks, credit risk, operational risk, and reputation risk, assessing their suitability in relation to the approved risk appetite and risk management strategy.

The Risk Committee considered and approved the Risk Management function and Compliance function annual work plans for 2022, and duly considered regular reports submitted by these functions. The individuals responsible for the respective control functions were duly invited to attend the Committee meetings where annual work plans and reports of the control functions were considered.

The Chairperson of the Risk Committee reported to the Supervisory Board on the activities of the Committee, significant matters analysed, and delivered conclusions and recommendations at the Supervisory Board meetings.

In 2022, the Remuneration Committee operated with three Members, appointed by the Supervisory Board of the Bank. Marijana Miličević chaired the Remuneration Committee, with Marijana Vuraić Kudeljan and Mislav Ante Omazić as Members.

In 2022, the Remuneration Committee held 8 regular meetings where it considered and decided on the matters within its scope of competence and responsibility, as regulated by the applicable statutory regulations, the Resolution on the establishment of the Remuneration Committee and the relevant Rules of Procedure. In addition to the regular meetings, the Remuneration Committee made decisions outside the meetings via electronic mail on 16 occasions.

Within its scope of competence, the Remuneration Committee assessed the principles of remuneration and supported the Supervisory Board in the regular consideration and analysis of the general principles of, and the amendments to the Remuneration Policy, and supervised the implementation of remuneration rules by considering procedures and practices relevant to remuneration at the Bank and HPB Group members, and the compliance of the Remuneration Policy and implementation acts that define performance management. Within its scope of duties and responsibilities, the Remuneration Committee considered the Remuneration Policy Report, the amendments to the Remuneration Policy, and the Performance Management Regulations throughout the year. It also considered the realisation of targets, key performance indicators (KPIs), targets and weighted KPIs for 2021, and their allocation for 2022. Additionally, the Committee identified employees with significant impact on the risk profile of HPB Group and considered proposals to the Supervisory Board on all matters related to remuneration, which are within the scope of competence of the Supervisory Board.

The Chairperson of the Remuneration Committee reported to the Supervisory Board on the activities of the Committee, significant matters analysed, and delivered conclusions and recommendations at the Supervisory Board meetings.

In 2022, the Appointments Committee operated with three Members, appointed by the Supervisory Board of the Bank. Marijana Miličević chaired the Appointments Committee, with Marijana Vuraić Kudeljan and Mislav Ante Omazić as Members.

In 2022, the Appointments Committee held 8 regular meetings where it considered and decided on the matters within its scope of competence and responsibility, as regulated by the applicable statutory regulations, the Resolution on the establishment of the Appointments Committee and the relevant Rules of Procedure. In addition to the regular meetings, the Appointments Committee made decisions outside the meetings via electronic mail on 6 occasions.

In 2022, the Appointments Committee considered regular annual suitability assessments of the Members of the Supervisory Board, the Members of the Management Board of the Bank, and their collective suitability, as well as the suitability of key function holders at the Bank, in compliance with statutory regulations, subordinate legislation and the Bank's internal acts on suitability assessments.

The Committee defined the Succession Plan for the Management Board of the Bank to ensure continuity of decision-making and the functioning of the Management Board in line with good corporate governance standards, in consultation with the President of the Supervisory Board and the President of the Management Board.

Furthermore, within its scope of duties and responsibilities, in 2022 the Committee considered the provisions of internal acts defining the target structure and the assessment of the suitability of the Members of the Supervisory Board, the Management Board, and control functions of the Bank, providing recommendations to the Supervisory Board for their alignment with amendments to relevant regulations governing this area.

The Committee also considered the internal Supervisory Board and the Management Board Diversity Policy, agreed to improve the provisions thereof and consented to the appointment of a person responsible

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for managing diversity of the management bodies of the Bank in the management and supervisory functions.

The Chairperson of the Appointments Committee reported to the Supervisory Board on the activities of the Committee, significant matters analysed, and delivered conclusions and recommendations at the Supervisory Board meetings.

The ESG Committee was established as at 23 December 2022 with three Members, appointed by the Supervisory Board of the Bank as follows; Mislav Ante Omazić, Chairperson, with Marijana Miličević and Marijana Vuraić Kudeljan as Members. Given that the ESG Committee was established at the end of 2022, it did not hold any meetings as at 31 December 2022. The Committee was established with the aim of supervising the management of environmental, social and governance factors and the standardization of processes and factors related to sustainability and ESG.

IV

The Supervisory Board and the Committees thereof duly held regular meetings in 2022, and all Members duly attended and participated significantly, continuously collaborated, maintained balanced composition and possessed the necessary expertise in line with the statutory requirements for the operations of credit institutions.

Contingent on the regular reporting of resolutions/recommendations and positions taken by the committees therewith, the Supervisory Board has established that all committees had successfully discharged their functions pursuant to applicable statutory regulations, thereby contributing to the effective work of the Supervisory Board.

Each Member individually contributed to the specific areas of work in a suitable and effective manner, given their role, responsibility, and expertise in specific areas, as evidenced by the results of the regular annual suitability assessment of the Members of the Supervisory Board conducted by the Suitability Assessment Committee established within the Bank, in accordance with the statutory regulations applicable to credit institutions. Based on the results of the conducted suitability assessment, it was established that in 2022, both individually and collectively, the composition of the Supervisory Board was balanced with respect to skills, experience, competencies, age, and gender, and that the Members of the Supervisory Board possess high moral standards, diverse knowledge, abilities, as well as professional and practical experience necessary to properly discharge their tasks, while also meeting the specific requirement that at least one Member of the Supervisory Board is an expert in the field of accounting and/or financial statement auditing. The General Assembly has assessed and resolved that the incumbent Members of the Supervisory Board are both individually and collectively suitable to discharge the function of a Member of the Supervisory Board.

With respect to the Supervisory Board and the Management Board Diversity Policy adopted by the Bank's General Assembly, the composition of the Supervisory Board during the reporting period also met the diversity targets in terms of representation of the under-representedgender - women, which stood at 66.7%, thus meeting the target level of at least 30% representation of women in the Supervisory Board.

Therefore, the necessary balance in the composition of the Supervisory Board has been established, and the required standards that ensure diversity and representation of both genders in the supervisory function of the Bank have been achieved.

Taking into consideration the suitability assessment of the Members of the Supervisory Board, including the active participation in the meetings of the Supervisory Board and its Committees, the Supervisory Board has established that all of its Members contributed significantly to its work, both individually and collectively, with their competences, experience, and dedication, thus enabling adequate and full supervision of the conduct of the Bank's affairs and complete performance of the Supervisory Board's function.

During the previous financial year, no case of conflict of interest of the Members of the Management Board or the Supervisory Board was established.

V

The Management Board and the Supervisory Board acted in compliance with the applicable statutory regulations governing their scope of competence and roles and pursuant to the provisions of the Articles of Association of the Bank.

The Supervisory Board of the Bank supervised the conduct of the Bank's business affairs, directed the Bank's business policy, and actively contributed to its implementation, all on the basis of the reports of the Management Board on matters of significance for the Bank's operations and the condition of the Bank.

The Management Board provided the Supervisory Board with duly prepared, true and fair, and timely reports on the business policy and on other general matters pertaining to the future operations, corporate strategy, financial plans, risk management strategies, policies and other relevant internal acts, operational profitability, business performance as well as the balance of revenues and expenses, and the overall condition of the Bank, and other significant matters and business events, whereby the Members of the Management Board, each within their scope of competence, provided additional explanations and clarifications, thus ensuring effective decision-making process.

The Management Board of the Bank submitted financial statements on a quarterly, semi-annual, and annual basis and duly considered their realization with the Supervisory Board.

Pursuant to the statutory regulations, and within its scope of competence, the Supervisory Board granted consent to basic business documents adopted by the Management Board of the Bank, specifically: the

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