Ina dd : 5.5.2017. - GENERAL SHAREHOLDERS' ASSEMBLY of INA – Industrija nafte, d.d.

MANAGEMENT BOARD

Av. V. Holjevca 10 ZAGREB

No: 09-8/17. Date: 26.04.2017.

Pursuant to the provisions set out in Article 277 of the Companies Act and Article 34 of the Articles of Association of INA - INDUSTRIJA NAFTE, d.d. (hereinafter: "INA d.d." or "Company"), on 26.04.2017, the Management Board of the Company rendered a decision on convocation of the General Assembly of the Company, and it hereby invites the shareholders of the Company to the

GENERAL SHAREHOLDERS' ASSEMBLY of INA - Industrija nafte, d.d.

to be held on June 14, 2017 in Zagreb, Croatia at the Company headquarters, Zagreb, Avenija V. Holjevca 10 beginning at 12:00 o'clock

with the following agenda:

1. Opening of the General Assembly and establishing the attendance list

2. Consolidated and unconsolidated Financial Statements for the year ended 2016 together with Independent Auditor's Report, Company and INA Group Status Report for 2016, Report on the Supervision of the Conduct of Company's Business in 2016

3. Decision on allocation of profit of INA, d.d. for 2016

4. Discharge to the members of the Management Board for business year 2016

5. Discharge to the members of the Supervisory Board for business year 2016

6. Decision on selection of the auditor of the Company for 2017

7. Decision on the amendments to the list of the Company's business activities - additional activities

8. Decision on amendments to the Articles of Association of INA, d.d.

9. Approval of the completed Company's Articles of Association of INA, d.d.

INA, d.d.

Banka - Bank Adresa - Address IBAN broj - IBAN Number Trgovački sud u Zagrebu

Avenija Većeslava Holjevca 10 10 002 Zagreb p.p. 555 Hrvatska - Croatia

Privredna banka Zagreb d.d. Raiffeisenbank Austria d.d. Zagrebačka banka d.d.

Societe Generale-Splitska banka d.d.

Radnička cesta 50, 10000 Zagreb

Petrinjska 59, 10000 Zagreb

Trg bana Josipa Jelačića 10, 10000 Zagreb

R. Boškovića 16, 21000 Split

HR92 2340 0091 1000 2290 2

HR70 2484 0081 1006 1948 3

HR62 2360 0001 1013 0359 5

HR81 2330 0031 1002 0454 6

Commercial Court in Zagreb

MBS: 080000604

Uplaćen temeljni kapital - Paid capital stock

Telefon - Telephone [phone] OTP banka Hrvatska d.d.

Domovinskog rata 3, 23000 Zadar

HR96 2407 0001 1001 5214 9

9.000.000.000,00 kn - HRK

Faks - Fax + 385(1)6452100

Hrvatska poštanska banka d.d. Sberbank d.d.

NATIXIS

UniCredit Bank Austria AG BNP Paribas (Suisse) SA ING Bank NV

Credit Agricole (Suisse) SA

Jurišićeva 4, 10000 Zagreb

Varšavska 9, 10000 Zagreb

Avenue Pierre Mendes 30, 75013 Paris Schottengasse 6-8, A-1010 Wien

Place de Hollande 2, Case Postale 5060 1211 Geneve 11

PO BOX 1800, 1000 BV Amsterdam 4 quai General - Guisan, CH 1204

HR78 2390 0011 1003 3707 6

HR75 2503 0071 1000 6218 3

FR76 30007 99999 27 021 672 000 59

AT21 1200 0528 4400 3466 (EUR)

AT91 1200 0528 4400 3467 (USD)

CH95 0868 6001 0887 4000 2 (EUR)

CH25 0868 6001 0887 4000 1 (USD)

NL98 INGB 0650 7815 38 (EUR)

NL23 INGB 0020 0370 90 (USD)

CH36 0874 1016 2235 0000 1

Broj izdanih dionica / Nominalna vrijednost

No. of issued shares / Nominal value

10.000.000 / 900,00 kn - HRK Matični broj - Reg. No. 3586243 OIB - 27759560625

PDV identifikacijski broj / VAT identification number HR27759560625

Predsjednik i članovi Uprave / President and members of the Management Board:

Zoltán Áldott, Niko Dalić, Gàbor Horvàth, Ivan Krešić, Davor Mayer, Péter Ratatics Predsjednik Nadzornog odbora / President of the Supervisory Board: Damir Vanđelić

Proposals of decisions of the General Assembly:

Ad 3 The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision:

Decision on allocation of profit of INA, d.d. for 2016

Based on the approved Financial Statements of INA-Industrija nafte, d.d. Zagreb, profit for the year 2016 is determined in the amount of HRK 160,021,169.80 and it is to be distributed in the following manner:

HRK 8,001,058.49 is allocated to legal reserves

HRK 152,020,111.31 (i.e. HRK 15.20 per share) is allocated to dividend payment

The General Assembly hereby establishes that the day on which the shareholders shall become eligible to dividend payment is 23 June 2017. The dividend is to be paid in cash to the shareholders registered with Central Depository and Clearing Company Inc., Zagreb, by 14 July 2017 at the latest.

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

Discharge is granted to the members of the Management Board of INA, d.d. for the business year 2016.

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

Discharge is granted to the members of the Supervisory Board INA, d.d. for the business year 2016.

Ad 6 The Supervisory Board of the Company proposes to the General Assembly to adopt the following decision;

Decision on selection of the auditor of the Company for 2017

Audit company Ernst & Young, d.o.o. Radnička cesta 50, 10 000 Zagreb is selected as the Auditor of INA,

d.d. in 2017.

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

Decision on the amendments to the list of the Company's business activities - additional activities

The Company's list of business activities is to be amended by deletion of the following:

• Protection and rescue activities

• Protection and rescue planning

• Preparation of expert analysis and recommendations for development of protection and rescue system

• Preparation of special studies, budgets and projections for protection and rescue

• Preparation of operational protection and rescue plans for legal persons

• Risk assessment preparation

  The Company's list of business activities is to be amended by addition of the following:

• carrying out training of participants and members of operational forces of the civil protection system

• performing expert tasks for drafting of planning documents in the field of civil protection

• activity of performing expert tasks in the field of protection and rescue

Ad 8 The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision;

Decision on the Amendments of the Articles of Association of INA - INDUSTRIJA NAFTE, d.d. Article 1 Article 4, paragraph 1 is to be changed and amended as follows:

The following indents are to be deleted:

• Protection and rescue activities

• Protection and rescue planning

• Preparation of expert analysis and recommendations for development of protection and rescue system

• Preparation of special studies, budgets and projections for protection and rescue

• Preparation of operational protection and rescue plans for legal persons

• Risk assessment preparation The following indents are to be added:

• carrying out training of participants and members of operational forces of the civil protection system

• performing expert tasks for preparation of planning documents in the area of civil protection

• activity of performing expert tasks in the field of protection and rescue

Article 2

Other provisions of the Articles of Association shall remain unaffected.

Article 3

The decision on the Amendments of the Articles of Association shall come into effect on the date of entry into court registry.

Ad 9 The Management Board and the Supervisory Board of the Company propose to the General Assembly to adopt the following decision;

Approval of the completed Company's Articles of Association of INA d.d.

Approval is given by the General Assembly for the completed Articles of Association as in the enclosed text and it is an integral part of this Decision. Articles of Association dated 19 December, 2016 (completed version) shall no longer be valid as of the date when new Articles of Association come into force.

Explanation of proposals of General Assembly decisions:

Ad 2: Consolidated and unconsolidated Financial Statements for the year ended 2016 together with Independent Auditor's Report, Company and INA Group Status Report for 2016, Report on the Supervision of the Conduct of Company's Business in 2016

Pursuant to the Article 280a paragraph 1 item 2 of the Companies Act, INA d.d. shall notify the shareholders that pursuant to Article 300d of the Companies Act, the Management Board and the Supervisory Board established the financial statements of the Company and consolidated annual financial statements of INA Group for the year 2016, but the General Assembly shall not decide on the abovementioned. The financial statements shall be presented to the General Assembly of the Company together with the Annual report of the Management Board on Company and Group status and operations in 2016, and Supervisory Board Report on the Supervision of the Conduct of Company's Business in 2016.

The General Assembly shall not render any decisions under this item.

Ad 3: Decision on allocation of profit of INA, d.d. in 2016

Taking into consideration the stable financial position and low indebtedness of the Company and its ability to finance its investment plans, as well as the fact that shareholders have not been provided with dividend in 2016, profit distribution in the form of dividend payout is proposed.

The profit of INA, d.d. for 2016 in the amount of HRK 160,021,169.80 is to be distributed to legal reserves in the amount of HRK 8,001,058.49, and dividend payment in the amount of HRK 152,020,111.31 (i.e. HRK 15.20 per share). The General Assembly establishes that the day on which the shareholders shall become eligible to dividend payment is 23 June 2017. The dividend is to be paid in cash to the shareholders registered with the Central Depository and Clearing Company Inc., Zagreb, by 14 July 2017 at the latest.

Ad 4 and 5: Discharge to the members of the Management Board and Supervisory Board for business year 2016

Pursuant to Article 276 paragraph 1 of the Companies Act, the Management and Supervisory Board propose to the General Assembly adoption of decision on the Discharge of the members of the Management Board and Supervisory Board for the year 2016. Voting on the discharge that is to be given to individual members of the Management Board i.e. Supervisory Board, may be performed separately if decided so by the General Assembly or upon request of the shareholders whose shares combined form at least one tenth of the capital stock of the Company.

Ad 6: Decision on selection of the auditor of the Company for 2017

Pursuant to Article 280 paragraph 3 of the Companies Act, the Supervisory Board proposes to the General Assembly to adopt decision on election of Ernst & Young, d.o.o. Radnička cesta 50, 10 000 Zagreb, for the Business Auditor of INA, d.d. in 2017.

Ad 7: Decision on the amendments to the list of the Company's business activities - additional activities

Amendments to the Company's list of business activities are proposed for the purpose of harmonization of names of activities on account of expiry of the Protection and Rescue Act OG 174/04, 79/07, 38/09, 127/10 and entering into force of the new Act that shall take over regulation of the stated business activity, Civil Protection Act OG 82/2015.

Ad 8: Decision on amendments to the Articles of Association of INA, d.d.

Amendments to the Article 4 of the Articles of Association are required in terms of amendments to the business activities referred to in item 7 in accordance with harmonization with legislation.

Ad 9: Approval of the completed Company's Articles of Association of INA, d.d.

No particular explanation.