Hrvatski Telekom d d : HT d.d. - Assembly call 08.05.2024.

Croatian Telecom
Zagreb - 28 March 2024	Croatian Telecom Inc.
Radnička cesta 21, HR - Zagreb
Ordinary share: HT (ISIN: HRHT00RA0005)	LEI: 097900BFHJ0000029454

Listing: Zagreb Stock Exchange, Prime Market

Member State:Republic of Croatia

Notification on convocation of the General Assembly of Croatian Telecom Inc.

Croatian Telecom (Reuters: HT.ZA; Bloomberg: HT CZ; the Company), Croatia's leading telecommunications provider, announces the Invitation to the General Assembly of the Company to be held in the Company headquarters in Zagreb, Radnička cesta 21, on 8 May 2024 at 10:00 hours, together with the proposed Agenda, proposed Decisions and pertaining documents per Agenda items, the explanation of proposals of General Assembly Decisions and instructions for shareholders for reporting their participation and issuing of a power of attorney.

If the quorum will not be met, the General Assembly will be held at the same date with commencement at 18:00 hours, at the same venue, with the same agenda and will be able to validly pass all decisions, notwithstanding the amount of the capital represented. The given powers of authority are valid for this General Assembly as well.

Contact details

Croatian Telecom, Investor Relations

Marina Bengez Sedmak

Tomislav Bajić, CFA	00 385 1 491 1114
E-mail	[e-mail]
Web site	www.t.ht.hr/eng/investors
About Croatian Telecom

Croatian Telecom (HT) is the leading provider of telecommunication services in Croatia, serving 0.7 million fixed lines, 2.3 million mobile subscribers and 0.7 million broadband connections through its Residential and Business divisions.

INVITATION TO THE GENERAL ASSEMBLY OF CROATIAN TELECOM INC.

Pursuant to the provisions of Article 277, Paragraph 2 of the Companies Act, the Management Board of the Joint Stock Company Croatian Telecom, with the registered seat in Zagreb, Radnička cesta 21 (hereinafter: HT Inc. or "the Company"), passed on 26 March 2024 the decision on the convocation of the General Assembly of the Company and hereby invites the shareholders of the Company to the

GENERAL ASSEMBLY of Croatian Telecom Inc.

to be held in the Company headquarters in Zagreb, Radnička cesta 21, on 8 May 2024 at 10:00 hours

with the following agenda:

• 1. Election of the Chairman of the General Assembly;

• 2. Annual financial statements of the Company and consolidated annual financial statements of HT Group for the business year

  2023, including the Annual Report on the Status and Business Operations of the Company and HT Group for the business year

  2023 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in the business year 2023;

• 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 2023;

• 5. Decision on approval of actions of the Members of the Supervisory Board of the Company for the business year 2023;

• 6. Decision on amendments to Article 5, Article 8a, Article 32 and Article 39 of the Articles of Association of the Joint Stock Company Croatian Telecom;

• 7. 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 2023;

• 8. Decision on confirmation of the Decision on Remuneration for the Work of the Members of the Supervisory Board;

• 9. Decision on election of Members of the Supervisory Board;

• 10. Decision on appointment of the auditor of the Company

Proposals of decisions of the General Assembly:

Ad 1) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

"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) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

"Decision on utilization of profit for the year 2023

• 1. It is determined that Croatian Telecom Inc. in the business year ending with 31 December 2023 realized net profit in the amount of EUR 125,161,197.98.

  Net profit amount stated herein shall be used accordingly:

  • • A part of net profit in the amount of EUR 119,340,000.00 shall be paid out as dividend to shareholders, in the amount of EUR 1.53 per share.

  • • A part of net profit in the amount of EUR 5,821,197.98 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 May 13th, 2024 (record date). Date on which security of Croatian Telecom Inc. will be traded without dividend payment right is May 10th, 2024 (ex date). Dividend payment claim matures on May 20th, 2024 (payment date).

• 3. This Decision shall enter into effect as at the day of its passing".

• Ad 4) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

  "The approval of actions is given to the Members of the Management Board of the Company for the business year 2023".

• Ad 5) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

  "The approval of actions is given to the Members of the Supervisory Board of the Company for the business year 2023".

• Ad 6) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

"Decision on Amendments to Article 5, Article 8a, Article 32 and Article 39 of the Articles of Association of the Joint Stock Company

Croatian Telecom

Article 1

In Article 5, paragraph 1, Item 65 is added which reads as follows: "intermediation in waste management "

Article 2

Behind existing Article 8 of the Articles of Association, new Article 8a is added, which read as follows:

"Article 8a

The Management Board is authorized, with the approval of the Supervisory Board, to pass one or more decisions on increase of the share capital by issuing new shares with the payment of stake (approved share capital). The Management Board is authorized to increase the share capital in this manner up to the half of amount of the share capital at the time of coming into force of this provision of the Articles of Association, i.e., up to the amount of EUR 679,871,086 (in words: six hundred seventy nine million eight hundred seventy one thousand and eighty six euro).

Stake for the new shares is paid generally in cash.

As an exception to the provision of the previous paragraph, The Management Board can decide, without further approval of the General Assembly, but with the approval of the Supervisory Board, that the stake for new shares can also be paid in rights and that the shares can be acquired as a substitution for claims that shareholders have towards the Company on the ground of right for payment of dividend of the Company. In that case, the decision of the Management Board and the decision of the Supervisory Board granting approval thereon, can start making effect only after the General Assembly passes the decision that profit shall be paid out to shareholders and after the shareholders acquire the claims for dividend payment in line with the provision of Article 223 of the Companies Act and the decision of the General Assembly on utilization of profit.

The Management Board is authorized, with the approval of the Supervisory Board, to decide on the content of the rights from the shared and on the conditions for issuing those shares. In so doing, only regular shares can be issued which are in registered form and without a nominal amount. Each newly issued share gives right to one vote. The Management Board is not authorized to exclude priority right of existing shareholders to register shares which are issued based on this provision of the Articles of Association. The amount of the share capital which falls to a single share after the performed increase cannot be less than an amount of the share capital which fell to a single share before its increase.

The Supervisory Board is authorized to align the provisions of the Articles of Association with the changes to the amount of the share capital and the number of the shares of the Company, all based on the increase of the share capital of the Company and issuing of new shares based on the authorization of the Management Board from this Article of the Articles of the Association.

This authorization is granted to the Management Board for a period of five years as of coming into force of this provision of the Articles of Association, i.e., as of the entry of the amendments to the Articles of Association by which the authorization is granted into the Court Register."

Article 3

In Article 32 of the Articles of Association behind paragraph 2, new paragraphs 3 and 4 are being added, which read as follows:

"The General Assembly can decide to assign shares of the Company to shareholders on the ground of the pay out of profit. If the General Assembly decides that profit shall be paid out to shareholders in shares of the Company, the same decision shall determine the criteria based on which shares of the Company shall be distributed to shareholders on the ground of the pay out of dividend.

The General Assembly can decide that shareholders who wish can acquire shares of the Company in exchange for pay out of dividend."

Former paragraph 3 of the Articles of Association becomes paragraph 5.

Article 4

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 and December 14, 2023 shall cease to be valid."

Article 5

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

Article 6

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 7

The Supervisory Board shall be authorized to specify the clean text of the Articles of Association in accordance with this Decision on Amendments to the Articles of Association".

Ad 7) The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

1.

"The Report on remuneration paid to the members of the Supervisory Board and to the Management Board Members in the business year 2023 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 8) The Supervisory Board of the Company proposes to the General Assembly to adopt the following decision:

1.

"The Decision on Remuneration for the Work of the Members of the Supervisory Board is hereby confirmed, in the text published as Attachment 2 of the Invitation to the General Assembly, 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) The Supervisory Board of the Company proposes to the General Assembly to pass the following decision:

"Mr. André Lenz, graduate economist, residing in Köln, Federal Republic of Germany, is elected Member of the Supervisory Board of Croatian Telecom Inc. for the period of four (4) years. This Decision enters into force as of the day of its passing".

"Mr. Ivica Mišetić, Ph.D. in Economics, from Zagreb, is elected Member of the Supervisory Board of Croatian Telecom Inc. for another term of office for the period of four (4) years, after the expiry of his current term of office, i.e., as of 20 July 2024".

"Mrs. Eirini Nikolaidi, degree in law and masters degree in international business law, from Athens, Hellenic Republic, is elected Member of the Supervisory Board of Croatian Telecom Inc. for another term of office for the period of four (4) years, after the expiry of her current term of office, i.e., as of 20 July 2024".

"Professor Vedran Bilas, Dean of Faculty of Electrical Engineering and Computing, Ph.D. in Electrical Engineering, from Zagreb, 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 20 July 2024".

Ad 10) The Supervisory Board of the Company proposes to the General Assembly to pass the following decision:

"The company Deloitte d.o.o., Radnička cesta 80, 10000 Zagreb, is appointed as the auditor of the Company for the business year 2024".

Explanation of proposals of General Assembly decisions:

Ad 1) Explanation of the proposal for election of the Chairman of the General Assembly

Professor Markovinović, Ph.D., is one of the leading corporate law experts in the Republic of Croatia. He is a professor at the Faculty of Law, University of Zagreb, where he lectures commercial law and company law at undergraduate, Master and PhD levels. Professor Markovinović, Ph.D., has published many scientific papers from the fields of commercial and company law. He was elected as Chairman of the General Assembly of the Company in the previous four years, which were held without disturbances, efficiently and in accordance with the legal provisions. It is therefore proposed that he is elected as Chairman of the Assembly for this convocation.

Ad 2) Annual financial statements of the Company and consolidated annual financial statements of HT Group for the business year 2023, including the Annual Report on the Status and Business Operations of the Company and HT Group for the business year 2023 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in the business year 2023

Pursuant to the obligation from Article 280a, paragraph 1, item 2 of the Companies Act, HT Inc. informs its shareholders that, pursuant to Article 300d of the Companies Act and pursuant to Article 31 of the Articles of Association of the Company, the annual financial statements of the Company and consolidated annual financial statements of HT Group for the business year 2023 are adopted both by the Management Board and the Supervisory Board, and, therefore, the General Assembly does not pass a decision thereon. The said audited financial statements, together with the Auditors' Report, are to be forwarded to the General Assembly together with the Annual Report of the Management Board on the Status and Business Operations of the Company and HT Group for the business year 2023 and the Supervisory Board's Report on the Performed Supervision of Business Operations Management of the Company in the business year 2023.

The General Assembly does not pass any decisions under this agenda item.

The Company continued to acquire and withdraw Company shares during the year 2023. Company shares were acquired within the Company Share Buyback Programme which was implemented based on the General Assembly Decision, which authorized the Management Board to acquire Company shares and to withdraw them without the share capital of the Company being decreased, in which case the remaining shares' participation in the share capital is increased, and to align the Articles of Association accordingly.

During 2023, the Company acquired at Zagreb Stock Exchange in total 808,252 Company shares, representing 1.03% of the Company's issued share capital. For this acquisition of Company shares in 2023, the Company paid out an equivalent value of EUR 21,226,327.66 and necessary reserves were formed.

The total number of Company shares held on December 31st, 2023, amounted to 811,054, in book value of EUR 21,226,327.66, representing 1.03% of the Company's issued share capital.

In December 2023 the Management Board withdrew 775,842 acquired Company shares without nominal value, without the share capital of the Company being decreased, and the information on the new number of shares has been aligned in the Articles of Association of the Company. Thereby the total number of shares has decreased from 78,775,842 shares to 78,000,000 shares without nominal value, while the remaining shares' participation in the share capital is being increased.

Ad 3) Explanation of the proposal of decision on the utilization of profit

The Management Board and the Supervisory Board propose to the General Assembly to pass the decision by which a part of the net profit will be distributed to shareholders as dividend payment, in the amount of EUR 119,340,000.00, or EUR 1.53 per share, and the remainder of net profit in the amount of EUR 5,821,197.98 will be allocated to retained earnings.

The proposed dividend is within the range declared as a dividend policy and represents a 95.3 % pay-out of the distributable profits earned in the year 2023 and growth of 39.1% compared to the previous year.

HT Inc. announces target dividend for each year at the beginning of the year. Management Board currently expects a minimum dividend of EUR 0.80 per share for the year 2024. The Management Board will monitor the movements of parameters that could influence on dividend amount and decide on the proposed amount.

Ad 4) Explanation of the proposal of decision on approval of actions of the Members of the Management Board of the Company for the business year 2023

Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to pass the decision by which approval of actions is given to the Members of the Management Board of the Company for the business year 2023. It is hereby proposed that the Assembly approves the manner of the work of the Management Board for the business year 2023.

Voting on the approval of actions may be conducted separately for each member of the Management Board if the Assembly decides so, or upon the request of the shareholders holding at least a tenth part of the share capital of the Company.

Ad 5) Explanation of the proposal of decision on approval of actions of the Members of the Supervisory Board of the Company for the business year 2023

Pursuant to Article 280, paragraph 3 of the Companies Act, the Management Board and the Supervisory Board propose to the General Assembly to pass the decision by which approval of actions is given to the Members of the Supervisory Board of the Company for the business year 2023. It is hereby proposed that the Assembly approves the manner of the work of the Supervisory Board for the business year 2023.

Voting on the approval of actions may be conducted separately for each member of the Supervisory Board if the Assembly decides so, or upon the request of the shareholders holding at least a tenth part of the share capital of the Company.

Ad 6) Explanation of the proposal of amendments to Article 5, Article 8a and Article 32 of the Articles of Association of the Company

a) Article 5/1 of the Articles of Association

In order to align with the new Corporate Sustainability Reporting Directive, and with the goal of reducing negative impact to the environment, it is proposed to join the electrical and electronic waste (EE waste) management system in relation to devices sold to HTs' business customers.

In line with applicable regulations on waste management, HT as seller is obliged to collect EE waste in its retail shops from residential customers, and this is already being performed, while it is not allowed to intermediate, collect, transport, or perform any other activity related to EE waste from legal entities, without being previously registered to perform such activities.

In order to additionally encourage business customers to systematically manage EE waste, it is proposed that HT starts performing the activity of intermediate in waste management, for which it is necessary to add a new business activity in Article 5, paragraph 1 of the Articles of Association:

"intermediation in waste management".

In performing this activity HT would act exclusively as an intermediate and would not take part in any other activities pertaining to transport and EE waste disposal.

b) Articles 8a and 32/3/4 of the Articles of Association

By the proposed amendments to the Articles of Association, the following is being introduced: − the possibility to pay out dividend by assignation of shares (Article 32, paragraph 3 of the Articles of Association);

− the possibility for the General Assembly to approve the acquisition of shares for shareholders as a substitution for dividend payment (Article 32, paragraph 4 of the Articles of Association);

−

approved share capital, i.e., the authority of the Management Board to increase the share capital with the approval of the Supervisory Board up to the half of amount of the current share capital of the Company (Article 8a of the Articles of Association).

Authority of the Management Board (approved share capital) is being granted for a period of five years. The Management Board can thereby decide that the increase of share capital can be performed either by payment in cash or by entry of claims that shareholders have on the ground of dividend. For the decision of the Management Board that the increase of share capital is to be performed by entry of claims on the ground of dividend, i.e., by substitution of dividend for the shares which are being issued in the procedure of increase of share capital, the approval of the General Assembly is not necessary. In both cases existing shareholders have priority right to register new shares.

By the said amendments, inter alia, prerequisites are being set to offer an alternative to shareholders in the future - either payment of dividend in cash, or substitution of claim on dividend for shares of the Company, according to their choice.

The Supervisory Board shall be authorized to align the provisions of the Articles of Association with the changes to the amount of the share capital and the number of the shares of the Company.

Ad 7) Explanation of the proposal of 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 2023

In line with Article 272.r of the Companies Act, the Management Board and the Supervisory Board compiled the Report on remuneration paid to the members of the Supervisory Board and Management Board members in the previous business year and referred it to the Auditor for review, in line with the Law.

Pursuant to the amendments to the Companies Act from November 2023, the Remuneration Policy for Members of the Management Board must contain the determination of the maximum amount of remuneration for Management Board Members. The Supervisory Board is entitled to align the Remuneration Policy in a given period, inter alia, by introduction of any element required by the amended legislation, in a procedure as stated in the Policy itself. The Supervisory Board aligned the Remuneration Policy by determining the maximum amount of remuneration for Management Board Members up to EUR 1,500,000.00.

When determining the maximum amount of remuneration for Management Board Members all elements of remuneration were considered: fixed (fixed annual salary) and variable (short-term and long-term), that can be granted depending on performance, and fringe benefits. Determined maximum remuneration amount has been included in the Remuneration Report for 2023.

The Auditor who performed the audit of the Annual Financial statements, the company Deloitte d.o.o., reviewed the Report and issued their opinion on compliance of the Report with the prerequisites stated in Article 272.r, paragraphs 1 and 2 of the Companies Act. The Report, together with the Auditors' Report, has been published as Attachment 1 of the Invitation to this General Assembly.

It is proposed to approve the Report. The Company considers the remuneration of the Management Board and Supervisory Board Members to be appropriate to the engagement and work they are performing and to the status and business affairs of the Company.

Ad 8) Explanation of the proposal of decision on confirmation of the Decision on Remuneration for the Work of the Members of the Supervisory Board

In line with Article 269, paragraph 3 of the Companies Act, the Supervisory Board is obliged to determine the Decision on Remuneration for the Work of the Members of the Supervisory Board and submit it to the General Assembly for approval, at least once in every four years. It is allowed for the General Assembly to confirm its previously adopted Decision.

The General Assembly approved the Decision on Remuneration for the Work of the Members of the Supervisory Board in 2020.

Given the expiry of the four-year period, the Supervisory Board proposes to the General Assembly to confirm the Decision on Remuneration for the Work of the Members of the Supervisory Board, in the same content as adopted by the General Assembly in 2020. The proposed Decision has been published as Attachment 2 of the Invitation to this General Assembly.

Proposal of the remuneration of Supervisory Board Members is based on the principle of attracting, motivating and retaining highly qualified professionals with the aim to promote an effective supervisory function in accordance with the sustainable long-term strategy of the Company.

Ad 9) Explanation of the proposal for election of Members of the Supervisory Board

Pursuant to Article 280, paragraph 3 of the Companies Act, the Supervisory Board proposes to the General Assembly the election of four Supervisory Board Members, that is, Mr. André Lenz, Mr. Ivica Mišetić, Ph.D., Mrs. Eirini Nikolaidi, and professor Vedran Bilas, Ph.D., given one submitted resignation and three terms of office that are to expire soon.

Mr. Jonathan Richard Talbot resigned from the Supervisory Board membership, with effect as of 31 October 2023, and it is proposed to elect Mr. André Lenz as the new Member of the Supervisory Board.

Mr. Lenz is a manager with significant experience in complex international organizations in the controlling segment (Deutsche Telekom AG, T-Mobile Austria GmbH, Telekom Deutschland GmbH, T-Mobile Deutschland GmbH), which includes responsibility for business controlling, innovation controlling, capex controlling and HR controlling, Technology & Innovation and business controlling responsibility for Deutsche Telekom's strategic business units. He currently holds the function of Vice President Group Performance Controlling, at Deutsche Telekom AG.

The terms of office of the Member and Deputy Chairman of the Supervisory Board, Mr. Ivica Mišetić, Ph.D., and of Supervisory Board Members, Mrs. Eirini Nikolaidi and professor Gordan Gledec, Ph.D., are to expire as at 20 July 2024.

it is proposed that Mr. Ivica Mišetić, Ph.D., and Mrs. Eirini Nikolaidi are re-elected due to their past engaged work in the Supervisory Board and its committees. Mrs. Nikolaidi is an expert in international finance and international trade law and Mr. Mišetić, Ph.D., is an expert in finances and marketing.

It is also proposed to elect professor Vedran Bilas, Dean of Faculty of Electrical Engineering and Computing, Ph.D. in Electrical Engineering, as new Supervisory Board Member, with effect as 20 July 2024. The Supervisory Board performed the initial assessment of independence of professor Bilas, in accordance with recommendations set by the Code of Corporate Governance, and concluded that the candidates' previous experiences, knowledge and personal values meet the requirements for the membership in the Supervisory Board and that his nomination as an independent member of the Supervisory Board should not be called into question.

Mr. André Lenz is a Member of the Advisory Board of Telekom Innovation Pool GmbH, Bonn, Federal Republic of Germany, Member of the Supervisory Board of Deutsche Telekom Strategic Investments GmbH, Bonn, Federal Republic of Germany, and the Chairman of Supervisory Board of Deutsche Telekom Venture Funds GmbH, Bonn, Federal Republic of Germany.

Mrs. Eirini Nikolaidi is a member of the Boards of Directors of Germanos S.A., Maroussi, Greece, Telekom Romania Mobile Communications S.A., Bucharest, Romania, and COSMOTE Payments Electronic Money Single Member S.A., Maroussi, Greece.

Mr. Ivica Mišetić, Ph.D., holds no membership in the Supervisory Boards and/or Boards of Directors of other companies.

Professor Vedran Bilas, Ph.D., holds no membership in the Supervisory Boards and/or Boards of Directors of other companies.

Ad 10) Explanation of the proposal for appointment of the auditor of the Company

Pursuant to Article 280, paragraph 3 of the Companies Act, the Supervisory Board proposes to the General Assembly to pass the decision by which the company Deloitte d.o.o., Radnička cesta 80, 10 000 Zagreb, is appointed as the auditor of the Company for the business year 2024.

Deloitte d.o.o. is one of the leading professional services organization in the country providing services in audit, and related services through national and specialized expatriate professionals, and is also affiliate of Deloitte Central Europe Holdings Limited.

INVITATION AND INSTRUCTIONS FOR SHAREHOLDERS CONCERNING THEIR PARTICIPATION IN THE GENERAL ASSEMBLY

(hereinafter - Instructions)

Total number of shares and voting rights

• 1. The share capital of the Company is divided into 78,000,000 shares without nominal value. All the shares of the first issue are ordinary and registered shares. Each share gives right to one vote. Since the Share Buyback Programme is ongoing, the number of voting rights shall be determined on the day of the holding of the General Assembly, given that the rights from Company (treasury) shares are dormant. HT Inc. holds 86,561 Company (treasury) shares on the day of the convocation of the General Assembly.

• 2. HT's shares exist only in a form of non-materialized securities in the computer system of the Central Depository & Clearing Company. The Company accepts as a shareholder only such person who has HT's share registered on its securities' account at the Central Depository & Clearing Company.

  Share symbols

Share ISIN:	HRHT00RA0005
Trading symbol at Zagreb Stock Exchange:	HT
Trading symbol at Central Depository and Clearing Company	HT-R-A
Reuters:	HT.ZA
Bloomberg:	HT CZ
Invitation, time and venue of the General Assembly

1. The shareholders of HT Inc. are invited to participate in the work of the General Assembly to be held in the Company headquarters in

Zagreb, Radnička cesta 21, on 8 May 2024 at 10:00 hours.

2.

The participants are invited to come to the General Assembly on 8 May 2024 at least one hour prior to its scheduled beginning for the purpose of timely registration of participants and in order for the Committee for Participant Registration to make a list of participants in the work of the General Assembly. When registering, the shareholders or their proxies or representatives have to submit to the Committee a valid identification document provided under law, while the proxies who are legal persons have to submit an excerpt from the court register or other appropriate register in which the legal person concerned is entered or other appropriate public document, if such a document was not submitted with the application for participation in the General Assembly. After they have registered, the participants may leave the General Assembly only after informing the Committee for Participant Registration until the conclusion of the General Assembly.

Participation and voting at the General Assembly

• 3. Each shareholder of the Company who has submitted to the Company, either personally or through their proxy or representative, an application for participation in written form and at the latest six days prior to the holding of the General Assembly, taking into account that the day the application reaches the Company is not included into that deadline, i.e. latest by 1 May 2024, has the right to participate in the General Assembly. A legal or natural person who is registered as Company shareholder with the Central Depository & Clearing Company Inc., Zagreb, on the last day for application for participation in the General Assembly, i.e. on 1 May 2024, is considered a Company shareholder entitled to participate in the General Assembly.

• 4. The application shall have the following contents and attachments:

  • I. Application for shareholder - natural person

    - Name and family name, residence, address, number of account opened with the Central Depository & Clearing Company Inc. and the total number of shares of the shareholder concerned

  • II. Application for shareholder - legal person

    - Company name of the legal person, seat and address, personal identification number (OIB)

    - Number of account opened with the Central Depository & Clearing Company Inc. and the total number of shares of the shareholder concerned

    - An excerpt from the court register or from other register in which the legal person is entered or a copy of such document, a certified copy or other appropriate public document clearly showing that the application was signed by a person who is under law authorized to represent the legal person concerned shall be attached to the application

  • III. Application submitted by shareholder's proxy a) Proxy - natural person:

- Name and family name, residence and address of the proxy

- List of shareholders the proxy is representing; for each shareholder - number of their account with the Central Depository & Clearing Company Inc. and the total number of shares of all represented shareholders

- All individual powers of authority on the recommended form shall be attached to the application b) Proxy - legal person:

- Company name, seat and address and proxy's company personal identification number (OIB)

- List of shareholders the proxy is representing; for each shareholder - number of their account with the Central Depository & Clearing Company Inc. and the total number of shares of all represented shareholders

- Individual powers of authority given by shareholders in written form shall be attached to the application; if a shareholder is a legal person, the attachment shall contain an excerpt from the court register or other register in which the legal person is entered or a copy of such document, a certified copy or other public document clearly showing that the power of authority was signed by a person who is under law authorized to represent the legal person concerned.

• 5. For minors and legally incapable or partially capable natural persons application shall be submitted by their statutory representative, who represents them and an original document or a copy or certified copy thereof proving the status of statutory representative shall be enclosed to the application.

• 6. The shareholders at the General Assembly may be represented by proxies on the basis of a valid written power of authority which is issued by the shareholder or which on behalf of a shareholder which is a legal person is issued by a person who is under law authorized to represent them.

• 7. The Company shall report the Invitation to the General Assembly, at the latest 21 days prior to holding of the General Assembly, to credit or financial institutions and to shareholder associations that voted on behalf of shareholders at the previous General Assembly, or if they asked for the Invitation to be reported to them. This report shall state the possibility for shareholders to vote at the General Assembly by proxies and by shareholder associations on their behalf.

• 8. The power of authority for the application for participation and/or voting at the General Assembly shall include name and family name or company, residence or seat and address of the giver of authority, number of account with the Central Depository & Clearing Company Inc., the total number of shares, name and family name or company, residence or seat and address of the proxy, signature of the giver of authority or statutory representative or representative under law, if the giver of authority is a legal person. It is recommended to use forms for the application for participation in the General Assembly and for the power of authority, which can be obtained at the seat of the Company and on the web site of the Companywww.t.ht.hr.

• 9. The application for participation in the General Assembly and the power of authority, as well as any other attachment, shall be in the Croatian language; if they are in a foreign language, they shall be translated into Croatian by an authorized court interpreter.

• 10. The application for participation in the General Assembly shall be submitted directly to the Company at its seat in Zagreb, Radnička cesta 21, or sent to the Company by registered mail to the address: Croatian Telecom Inc, Radnička cesta 21, 10 000 Zagreb.

• 11. The application for participation in the General Assembly shall be considered timely submitted if it is, in accordance with these Instructions, submitted or sent by mail to the Company by 24:00 hours on 1 May 2024, at the latest. The shareholders who have failed to apply for participation in the General Assembly correctly and in accordance with these Instructions or who have failed to attach to the application the documents provided under these Instructions shall not be entitled to participate in the General Assembly.

• 12. Pursuant to the Articles of Association of the Company, the General Assembly cannot pass valid decisions unless attended by the shareholders, in person or via proxy, representing more than half (50%) of the share capital of the Company (quorum). If the quorum will not be met, the General Assembly will be held on the same day with commencement at 18:00 hours, at the same venue, with the same agenda and will be able to pass valid decision notwithstanding to the amount of the capital represented. Given powers of authority are valid for this General Assembly as well.

Shareholder rights to ask questions, request amendments to the agenda, submit counterproposals and the right on information

13.

The shareholders who intend to ask questions at the General Assembly regarding individual agenda items are hereby asked, for the purpose of an efficacious organization of the work of the General Assembly, to announce their intention in writing when submitting their application for participation in the General Assembly or during the registration of participants prior to the General Assembly at the latest and to indicate the agenda item which their question or proposal will refer to and the content of their question.

14. Shareholders who together hold a twentieth part of the share capital of the Company have the right to request, after the General

Assembly is convened, that an additional item is included in the agenda and published, and while doing so, the new agenda item should be accompanied by an explanation or respective decision proposal. Shareholders deliver the requests to add new items to the agenda to the seat of the Company (Croatian Telecom Inc., Radnička cesta 21, 10 000 Zagreb). In order for the amended agenda to be validly published according to the Companies Act, the request to add new items to the agenda has to be received by the Company at least 30 days prior to the day the General Assembly takes place, i.e., latest by 7 April 2024. This deadline does not include the day the request is received by the Company. In case the previously stated deadline is not observed the proposed additional items of the agenda would be considered as not validly published and no decision on them can be made at the General Assembly.

• 15. Shareholders have the right to submit counterproposals to the proposals submitted by the Management Board and/or Supervisory Board relating to the particular agenda item. Counterproposals, together with the names and surnames of shareholders, explanation and opinion by the Management Board if any, shall be reported to credit or financial institutions and to shareholder associations that voted on behalf of shareholders at the previous General Assembly and made available to shareholders on web pages of the Company(www.t.ht.hr), in case a shareholders submits his/her counterproposal to the seat of the Company (Croatian Telecom Inc., Radnička cesta 21, 10 000 Zagreb), at least 14 days prior to the day the General Assembly takes place. The date counterproposal is received by the Company is not included in this 14-day deadline, which expires accordingly on 23 April 2024. In case the shareholder does not exercise this right, he shall still be entitled to make counterproposals at the General Assembly. The same applies to shareholders proposals regarding the election of the Supervisory Board Members or appointment of the auditor of the Company.

• 16. At the General Assembly, the Management Board is obliged to provide information about the Company operations to any shareholder at his/her request, in case this information is necessary to judge topics included on the agenda.

• 17. The materials for the General Assembly, when required so under the law, will be made available to the shareholders and for issuing of copies at the seat of the Company in Zagreb on every working day from the day on which the invitation to the General Assembly is published to the day of the General Assembly, from 10:00 to 14:00 hours. At the same date the materials for the General Assembly shall be published on web pages of the Company(www.t.ht.hr). Shareholders are kindly asked to announce their arrival to the seat of the Company a day in advance by sending an e-mail to Investor Relations e-mail address([e-mail])or by calling one of the telephone numbers listed as contacts below.

In Zagreb, 26 March 2024

Croatian Telecom Inc.

Contact:

Investor Relations:

Marina Bengez Sedmak + 385 1 4911080 Email:[e-mail]

Tomislav Bajić, CFA + 385 1 4911 11 Email:[e-mail]

Web:www.t.ht.hr