Koncar Elektroindustrija d d : KONČAR d.d. - Assembly call 12.06.2024.

Končar - Electrical Industry Inc. for manufacturing and services Security: KOEI-R-A

ISIN: HRKOEIRA0009

LEI: 74780000H0SHMRAW0I15

Home member state: Croatia

Regulated market segment: Official Market of the Zagreb Stock Exchange

Address: Fallerovo šetalište 22, 10000 Zagreb

The Management Board

Pursuant to the provision of Article 277 of the Companies Act (Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23) and the provision of Article 15 of the Articles of Association of Končar - Electrical Industry Inc. for manufacture and services, Zagreb, Fallerovo šetalište 22 and the Decision of the Company's Management Board on convening a General Assembly meeting of 18 April 2024, the convening of and invitation to

the meeting of the General Assembly of

Končar - Electrical Industry Inc. for manufacturing and services

is hereby announced. The meeting will be held on 12 June 2024, starting at 12:00 p.m. in Zagreb, Fallerovo šetalište 22, in the office tower of Končar - Electrical Industry Inc. for manufacturing and services, on the 11th floor, in the great hall. After opening of the meeting of the General Assembly and verification of shareholders present, the agenda will be as follows:

Agenda:

1. Annual Management Report on the State of the Company and its subsidiaries for 2023
2. Annual financial statements and consolidated annual report of Končar - Electrical Industry Inc. for 2023 with the auditor's report, after they have been approved by the Company's Management Board and Supervisory Board
3. Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2023
4. Decision on allocation of distributable profit for 2023
5. Decision on granting discharge to members of the Company's Management Board for managing the Company in 2023
6. Decision on granting discharge to members of the Supervisory Board for supervising the management of the Company's business operations in 2023
7. Decision on appointment of auditors for 2024
8. Decision on nomination of members of the Supervisory Board
9. Remuneration report for members of the Management Board and the Supervisory Board
10. Decision on adoption of the Remuneration Policy
11. Decision on determination of the Company's objects
12. Decision on amendments to the Articles of Association

The Management Board and the Supervisory Board jointly propose that the General Assembly adopt decisions under items 4, 5 and 6 of the Agenda, while the Supervisory Board proposes that the General Assembly adopt the decision under items 7,8,9 and 10 of the Agenda.

The General Assembly does not adopt decisions under items 1, 2 and 3 of the Agenda; it only acknowledges them.

Proposals for decisions:

Ad.1. Annual Management Report on the State of the Company and its Subsidiaries for 2023 The General Assembly acknowledges the Management Report on the State of the Company and its Subsidiaries for 2023.

Ad.2. Annual financial statements and consolidated annual report of Končar - Electrical Industry Inc. for manufacturing and services for 2023, with the auditor's report, after they have been approved by the Company's Management Board and Supervisory Board

The General Assembly acknowledges the information regarding financial statements of the company Končar - Electrical Industry Inc. for manufacturing and services and consolidated financial statements of the Končar Group for 2023, as approved by the Management Board and the Supervisory Board, together with the Auditor's Report concerning the performed audit of financial statements.

The Supervisory Board and the Management Board of Končar - Electrical Industry Inc. for manufacturing and services have jointly approved the Company's annual financial statements for 2023, as follows:

• Statement of financial position (balance sheet), with the sum of assets and of equity and liabilities in the amount of EUR 253,900 thousand
• Profit and loss statement with realized profit (loss) after tax in the amount of EUR 13,707 thousand
• Statement of other comprehensive income
• Cash flow statement
• Statement of changes in equity
• Notes to the financial statements

The Supervisory Board and the Management Board of Končar - Electrical Industry Inc. for manufacturing and services have jointly approved Končar Group's consolidated annual financial statements for 2023, as follows:

• Statement of financial position (balance sheet), with the sum of assets and of equity and liabilities in the amount of EUR 1,019,368 thousand
• Profit and loss statement with realized profit (loss) after tax in the amount EUR 70,902 thousand
• Statement of other comprehensive income
• Cash flow statement
• Statement of changes in equity
• Notes to the financial statements

Ad.3. Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2023

The General Assembly acknowledges the Supervisory Board's Report on performed supervision of the management of the Company's business operations for 2023.

Ad. 4. Decision on allocation of distributable profit for 2022

Pursuant to the provision of Article 220 of the Companies Act and the provision of Article 11 of the Articles of Association of Končar - Electrical Industry Inc. for manufacturing and services, on 12 June 2024, the General Assembly of Končar - Electrical Industry Inc. adopts the following

Decision

on allocation of distributable profit for 2023

I Available profit generated in financial year 2023 amounts to EUR 13,707,457.89.

II Out of that distributable profit, the shareholders will be paid a dividend of EUR 2.50 per share.

1. Dividend will be paid to the shareholders registered in the Depository of Dematerialized Securities of the Central Depository and Clearing Company (CDCC) as holders of shareholder rights on the fifteenth (15th) day following the General Assembly meeting. Hence, 27 June 2024 is the record date.
   III Dividend payment will be made no later than within 15 (fifteen) days from the record date, that is, until (and including) 12 July 2024.
   IV The remaining distributable profit in the amount of EUR 6,908,220.49 will be allocated to retained earnings.

Explanation

The Management Board and the Supervisory Board of Končar - Electrical Industry Inc. for manufacturing and services approved the Company's financial statements at the Supervisory Board meeting of 18 April 2024.

The net profit of Končar - Electrical Industry Inc. for manufacturing and services realized in the financial year 2023 amounts to EUR 13,707,457.89, of which:

- the amount allocated to legal reserves is:

- the amount allocated to retained earnings is: Total:

The Management Board and the Supervisory Board submitted a proposal to the General Assembly of Končar - Electrical Industry Inc. for manufacturing and services for the remaining profit for the financial year 2023, in the amount of EUR 6,365,967.50, to be paid to shareholders through dividend of EUR 2,50 per share, and for the remaining part of the distributable profit, in the amount of EUR 6,980,224.49 to be allocated to retained earnings.

Ad.5. Decision on granting discharge to members of the Company's Management Board for managing the Company in 2023

Pursuant to Article 275 of the Companies Act, on 12 June 2024, the General Assembly the Company adopts the following

Decision

Discharge is granted to members of the Company's Management Board for management of business operations in 2023.

Ad.6. Decision on granting discharge to members of the Supervisory Board for supervising the management of the Company's business operations in 2023

Pursuant to Article 275 of the Companies Act, on 12 June 2024, the General Assembly of the Company adopts the following

Decision

Discharge is granted to members of the Supervisory Board for supervision of management of the Company's business operations in 2023.

Ad.7. Decision on appointment of auditor for 2024

Pursuant to Article 275 of the Companies Act, on 12 June 2024, the General Assembly of the Company adopts the following

Decision

KPMG Croatia d.o.o. for auditing, PIN: 20963249418, with registered office in Zagreb, Ivana Lučića 2/a,

registered with the Court Register of the Commercial Court in Zagreb under Court Reg. No.: 080098593,

and TPA Audit d.o.o., PIN: 82899666867, with registered office in Prelog, Ulica kneza Branimira 28, registered with the Court Register of the Commercial Court in Varaždin under Court Reg. No.:

070143436, is appointed auditors of financial statements of the company Končar - Electrical Industry Inc. for manufacturing and services and consolidated financial statements of Končar Group for 2024.

Ad.8. Decision on nomination of members of the Supervisory Board

Pursuant to Article 275 of the Companies Act, on 12 June 2024, the General Assembly of the Company adopts the following

Decision

I Declaring that the following persons' term of office as members of the Management Board expires as of 12 July 2024:

department in the company for the management of mandatory and voluntary pension funds for the term lasting from 13 July 2024 to 12 July 2028.

1. This decision enters into effect on the date of its adoption and it shall apply as of 13 July 2024.

Ad. 9 Remuneration report for members of the Management Board and the Supervisory Board Pursuant to the provision of Article 275(1)(3) and the provision of Article 276a(4) of the Companies Act, on 12 June 2024, the General Assembly of the Company adopts the following

Decision

1. Approving the Remuneration Report for 2023 pertaining to remuneration which the Company or a different company within the same group paid or undertook to pay to each member of the Management Board and the Supervisory Board performing such duty in 2023, which Remuneration Report for 2022 has been revised in accordance with the provision of Article 272r of the Companies Act.
   II The Company does not assume any obligations by virtue of this Decision nor do members of the Management Board and Supervisory Board performing their duty as members in 2023 acquire any rights based hereon.

Ad. 10. Decision on adoption of the Remuneration Policy

Pursuant to Article 275(1)(3) and Articles 247a and 276a(1) of the Companies Act, on 12 June 2024, the General Assembly of the Company adopts the following

Decision

I The Company's Remuneration Policy adopted by the Supervisory Bord is approved in full, without any remarks.

1. By virtue of this Decision, the Company does not undertake any liabilities nor do members of the Management Board and the Supervisory Board acquire any rights based on the Remuneration Policy adopted at this General Assembly meeting.

Ad. 11. Decision on determination of the Company's objects

Pursuant to the provision of Article 33(2) of the Companies Act, on 12 June 2024 the Company's General Assembly adopts the following

Decision

on determination of the Company's objects

I The Company's objects are hereby amended as follows:

• The following Company's objects are deleted:

51 Wholesale trade, except of motor vehicles and motorcycles,

52 Retail trade, repair of household goods,

74.20 Architectural and engineering activities and related technical consultancy,

• Import/export of food and non-food products except pharmaceutical products, weapons and ammunition, defence and civil protection related products and equipment,
• International passenger and freight transportation services,

and the following ones are registered:

*Computer and related activities *Manufacture of electrical equipment

*Manufacture of computers and data processing equipment

*Design and construction of buildings and expert supervision of construction

*Energy certification, energy inspection of buildings, and regular inspection of heating and cooling or air conditioning systems in buildings

*Expert spatial planning services *Construction project management activities *Technical testing and analysis activities

*Real estate management and property maintenance *Freight forwarding services

*Purchase and sale of goods *Provision of services in trade

*Commercial mediation on the domestic and foreign markets *Information service activities

*Energy transmission or transport *Energy storage

*Energy distribution *Energy facility management *Energy supply

*Energy trading

*Closed distribution system operator *Electricity transmission

*Repair of electrical equipment *Electricity production *Electricity distribution *Electricity supply *Electricity trading *Production of thermal energy

*Distribution of thermal energy *Thermal energy supply

*Research and development activities in the field of electricity production *Research and development activities in the field of electricity distribution *Maintenance of electrical energy facilities and plants

*Operation and maintenance of renewable energy sources *Research and development in the field of electrical engineering *Design of telecommunications equipment and devices *Manufacture of telecommunications equipment and devices *Manufacture of communication equipment

*Repair, assembly, maintenance, and overhaul of electrical and mechanical appliances, devices, and plants

*Repair, assembly, maintenance, and overhaul of equipment in premises with potentially explosive atmospheres

*Testing in the field of electrical engineering and mechanical engineering *Electrification of railway and tram tracks with associated facilities and plants *Manufacture of metal structures and parts

*Passenger transport in international road traffic *Passenger transport in domestic road traffic *Freight transport in international road traffic *Freight transport in domestic road traffic

*Transport of persons and goods for the company's own needs *Warehousing

*Cargo handling *Real estate activities

*Renting of machinery and equipment

*Manufacture of equipment for the production, transmission, and distribution of electrical energy *Bookbinding and finishing services

*Pre-press composition and platemaking *Maintenance and repair of motor vehicles *Cleaning and maintenance of all types of buildings *Production and distribution of compressed air *Maintenance services for electronic switch systems *Business consultancy and management consultancy *Washing and dry cleaning of textiles and fur products *Charging and maintenance of electric vehicles *Vehicle rental services (rent-a-car)

*Preparation and serving of food, beverages, and drinks and provision of accommodation services *Preparation of meals, beverages, and drinks for consumption elsewhere with or without serving (in vehicles, at events, etc.) and supply of these meals, beverages, and drinks (catering)

*Other waste treatment activities *Waste recovery activities

*Waste management intermediation activities *Waste transport activities

*Waste collection activities *Waste trading activities *Waste disposal activities *Waste management

*Waste testing and analysis activities

*Printing of magazines and other periodicals, maps, brochures, and leaflets *Activities of other agencies in traffic

*Administrative activities *Private security activities.

1. In accordance with the previous item of this decision on amendment of the Company's objects, the Company will perform the following activities as part of its operations:

1. Manufacture of metal products, except machinery and equipment
2. Manufacture of machinery and equipment, not elsewhere classified

74.15 Holding company management

*Execution of investment works abroad and assignment of investment works to a foreign person in the country

*Representation of foreign companies

*Research services and provision and use of information and knowledge in the economy *Certification services

*Financial engineering *Computer and related activities *Manufacture of electrical equipment

*Manufacture of computers and data processing equipment

*Design and construction of buildings and expert supervision of construction

*Energy certification, energy inspection of buildings, and regular inspection of heating and cooling or air conditioning systems in buildings

*Expert spatial planning services *Construction project management activities *Technical testing and analysis activities

*Real estate management and property maintenance *Freight forwarding services

*Purchase and sale of goods *Provision of services in trade

*Commercial mediation on the domestic and foreign markets *Information service activities

*Energy transmission or transport *Energy storage

*Energy distribution *Energy facility management *Energy supply

*Energy trading

*Closed distribution system operator *Electricity transmission

*Repair of electrical equipment *Electricity production *Electricity distribution *Electricity supply *Electricity trading *Production of thermal energy *Distribution of thermal energy *Thermal energy supply

*Research and development activities in the field of electricity production *Research and development activities in the field of electricity distribution *Maintenance of electrical energy facilities and plants

*Operation and maintenance of renewable energy source facilities *Research and development in the field of electrical engineering *Design of telecommunications equipment and devices *Manufacture of telecommunications equipment and devices

*Repair, assembly, maintenance, and overhaul of electrical and mechanical appliances, devices, and plants

*Repair, assembly, maintenance, and overhaul of equipment in premises with potentially explosive atmospheres

*Testing in the field of electrical engineering and mechanical engineering *Electrification of railway and tram tracks with associated facilities and plants *Manufacture of metal structures and parts

*Passenger transport in international road traffic *Passenger transport in domestic road traffic *Freight transport in international road traffic *Freight transport in domestic road traffic

*Transport of persons and goods for the company's own needs *Warehousing

*Cargo handling *Real estate activities

*Renting of machinery and equipment

*Manufacture of equipment for the production, transmission, and distribution of electrical energy *Bookbinding and finishing services

*Pre-press composition and platemaking *Maintenance and repair of motor vehicles *Cleaning and maintenance of all types of buildings *Production and distribution of compressed air *Maintenance services for electronic switch systems *Business consultancy and management consultancy *Washing and dry cleaning of textiles and fur products *Charging and maintenance of electric vehicles *Vehicle rental services (rent-a-car)

*Preparation and serving of food, beverages, and drinks, and provision of accommodation services *Preparation of meals, beverages, and drinks for consumption elsewhere, with or without serving (in vehicles, at events, etc.) and supply of these meals, beverages, and drinks (catering)

*Other waste treatment activities *Waste recovery activities

*Waste management intermediation activities *Waste transport activities

*Waste collection activities *Waste trading activities *Waste disposal activities *Waste management

*Waste testing and analysis activities

*Printing of magazines and other periodicals, maps, brochures, and leaflets *Activities of other agencies in traffic

*Administrative activities *Private security activities.

1. In addition to the mentioned activities, the Company may also engage in other activities that serve the performance of the registered Company's objects, if they are carried out on a smaller scale or commonly performed alongside the activity that constitutes one of the Company's objects, in accordance with the provision of Article 35(2) of the Companies Act.

Ad. 12. Decision on amendments to the Articles of Association

Pursuant to the provision of Articles 275 and 301 of the Companies Act, on 12 June 2024 the Company's General Assembly adopts the following

Decision

on amendments to the Articles of Association

I Article 6 of the Articles of Association is amended to read:

"In its operations, the Company shall perform activities that fall within its registered Company's objects, specifically:

1. Manufacture of metal products, except machinery and equipment
2. Manufacture of machinery and equipment, not elsewhere classified

1. Manufacture of electrical machinery and apparatus, not elsewhere classified

1. Manufacture of other transport equipment

1. Financial service activities, except insurance and pension funding
   74.15 Holding company management

*Execution of investment works abroad and assignment of investment works to a foreign person in the country

*Representation of foreign companies

*Research services and provision and use of information and knowledge in the economy *Certification services

*Financial engineering *Computer and related activities *Manufacture of electrical equipment

*Manufacture of computers and data processing equipment

*Design and construction of buildings and expert supervision of construction

*Energy certification, energy inspection of buildings, and regular inspection of heating and cooling or air conditioning systems in buildings

*Expert spatial planning services *Construction project management activities *Technical testing and analysis activities

*Real estate management and property maintenance *Freight forwarding services

*Purchase and sale of goods *Provision of services in trade

*Commercial mediation on the domestic and foreign markets *Information service activities

*Energy transmission or transport *Energy storage

*Energy distribution *Energy facility management *Energy supply

*Energy trading

*Closed distribution system operator *Electricity transmission

*Repair of electrical equipment *Electricity production *Electricity distribution *Electricity supply *Electricity trading *Production of thermal energy *Distribution of thermal energy *Thermal energy supply

*Research and development activities in the field of electricity production *Research and development activities in the field of electricity distribution *Maintenance of electrical energy facilities and plants

*Operation and maintenance of renewable energy source facilities *Research and development in the field of electrical engineering *Design of telecommunications equipment and devices *Manufacture of telecommunications equipment and devices

*Repair, assembly, maintenance, and overhaul of electrical and mechanical appliances, devices, and plants

*Repair, assembly, maintenance, and overhaul of equipment in premises with potentially explosive atmospheres

*Testing in the field of electrical engineering and mechanical engineering *Electrification of railway and tram tracks with associated facilities and plants *Manufacture of metal structures and parts

*Passenger transport in international road traffic *Passenger transport in domestic road traffic *Freight transport in international road traffic *Freight transport in domestic road traffic

*Transport of persons and goods for the company's own needs *Warehousing

*Cargo handling *Real estate activities

*Renting of machinery and equipment

*Manufacture of equipment for the production, transmission, and distribution of electrical energy *Bookbinding and finishing services

*Pre-press composition and platemaking *Maintenance and repair of motor vehicles *Cleaning and maintenance of all types of buildings *Production and distribution of compressed air *Maintenance services for electronic switch systems *Business consultancy and management consultancy *Washing and dry cleaning of textiles and fur products *Charging and maintenance of electric vehicles *Vehicle rental services (rent-a-car)

*Preparation and serving of food, beverages, and drinks, and provision of accommodation services *Preparation of meals, beverages, and drinks for consumption elsewhere, with or without serving (in vehicles, at events, etc.) and supply of these meals, beverages, and drinks (catering)

*Other waste treatment activities *Waste recovery activities

*Waste management intermediation activities *Waste transport activities

*Waste collection activities *Waste trading activities *Waste disposal activities *Waste management

*Waste testing and analysis activities

*Printing of magazines and other periodicals, maps, brochures, and leaflets *Activities of other agencies in traffic

*Administrative activities *Private security activities."

II Article 23 of the Articles of Association is amended to read:

"The Management Board shall not, without obtaining prior consent of the Supervisory Board, conduct any of the following legal actions and/or legal affairs, nor engage in decision-making it is otherwise authorized to make, when it pertains to: