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

GA Convocation_ENG.pdf

MANAGEMENT BOARD

Av. V. Holjevca 10 ZAGREB

No: 9-13/16. Date: 13.04.2016.

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 13 April, 2016, the Management Board of the Company rendered 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 9, 2016 in Zagreb, Croatia at the Company headquarters, Zagreb, Avenija V. Holjevca 10 beginning at 12,00 h

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 2015 together with Independent Auditor's Report, Company and INA Group Status Report for 2015, Report on the Supervision of the Conduct of Company's Business in 2015

3. Decision on loss coverage of INA, d.d. in 2015

4. Discharge to the members of the Management Board for business year 2015

5. Discharge to the members of the Supervisory Board for business year 2015

6. Decision on selection of the auditor of the Company for 2016

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 and abrogation of the Company's Articles of Association dated June 12, 2015 (completed version)

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: Siniša Petrović

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 loss coverage of INA, d.d. in 2015

Based on the approved Financial Statements of INA-Industrija nafte, d.d. Zagreb, loss for the year 2015 is determined in the amount of HRK 1,202,448,637.19 and it will be covered from retained earnings in the amount of HRK 892,554,494.78 and the remaining part of HRK 309,894,142.41 will be covered from legal reserves.

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 2015.

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 2015.

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

Decision on selection of the auditor of the Company for 2016

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

d.d. in 2016.

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 addition of the following lines:

• Transport of dangerous goods

• Administrative activities

• Transcription services, copying, photocopying, binding and plasticizing

• Activity of electronic communications networks and services

• Universal services in the field of electronic communications

• Services with special tariff

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 added:

  • Transport of dangerous goods

  • Administrative activities

  • Transcription services, copying, photocopying, binding and plasticizing

  • Activity of electronic communications networks and services

  • Universal services in the field of electronic communications

  • Services with special tariff

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 and abrogation of the Company's Articles of Association dated June 12 2015 (completed version)

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 June 12, 2015 (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 2015 together with Independent Auditor's Report, Company and INA Group Status Report for 2015, Report on the Supervision of the Conduct of Company's Business in 2015

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 2015, 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 2015, and Supervisory Board Report on the Supervision of the Conduct of Company's Business in 2015.

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

Ad 3: Decision on loss coverage of INA, d.d. in 2015

The loss of INA, d.d. in 2015 in the amount of HRK 1,202,448,637.19 will be covered from retained earnings in the amount of HRK 892,554,494.78 and the remaining part of HRK 309,894,142.41 will be covered from legal reserves. 2015 was challenging for the entire oil industry including INA. Net result was greatly impacted by continuously low

prices as well as the year's end impairments of more than HRK 1.2 billion. Majority of impairments relate to Exploration & Production segment, especially Syrian assets.

Therefore, coverage of loss of the Company is proposed in the manner stated above.

Ad 4 and 5: Discharge to the members of the Management Board and Supervisory Board for business year 2015

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 2015. 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 2016

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 2016.

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 in accordance with the Company's business purposes.

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 addition to the business activities as referred to in item 7 in accordance with the Company's business purposes.

Ad 9: Approval of the completed Company's Articles of Association and abrogation of the Company's Articles of Association dated June 12 2015 (completed version)

No particular explanation.

INVITATION AND INSTRUCTIONS FOR THE SHAREHOLDERS REGARDING THEIR PARTICIPATION AT THE GENERAL ASSEMBLY

Invitation, time and venue of the General Assembly

1. The Company's Shareholders are hereby invited to participate in the procedures of the General Assembly of the Company to be held on June 9, 2016, in Zagreb, Croatia, at the Company's headquarters, Avenija V. Holjevca 10, at 12:00 h.

2. Registration of the participants of the General Assembly will take place on June 9, 2016, at the hall entrance on the mezzanine floor at the Company's headquarters, Av. V. Holjevca 10, Zagreb, from 9:30 to 11:30, after which registration will not be possible. We kindly ask that the Shareholders register on time. After the registration is finished, the shareholders or their proxies who are not listed under participants, but are registered with the Central Depository, have the right to participate at the General Assembly, but they will not be able to use their voting right.