ATLANTIC GRUPA d.d.

- confidentiality clause – board members are obliged to keep confidential the Company’s businesssecrets during and after their employment, regardless of the reasons for employment termination. Theobligation of confidentiality extends to business secrets of AG’s associated companies as well;- no-competition clause – binds a board member to a period of one year from the date of receivingseverance pay, if he/she is entitled to it;- contract penalty - in case of breaking the no-competition clause, any board member shall be liable topay the contract penalty in the amount of twelve average net monthly salaries paid to that boardmember in the period of three months before contract termination;- prohibition of participation of any board member in the ownership and/or management structure,whether directly or indirectly, in any company which is in market competition with Atlantic Grupa andassociated companies, or in a company with which Atlantic Grupa and associated companies havebusiness cooperation, as well as to act as an advisor or consultant in such companies, regardless ofbeing paid or not for such activities;- performance of other activities as a board member, except those performed for Atlantic Grupa’sassociated companies, regardless of being paid or not for such activities, including the membership insupervisory boards, advisory bodies, etc. shall only be allowed pursuant to the prior approval of theManagement Board of Atlantic Grupa;- employment, contract duration and termination periods – board members are employed for anindefinite period in Atlantic Grupa or its associated companies, and the contract on performing thefunction of a board member is concluded for the period of 3 years, with the possibility of termination inaccordance with the periods prescribed by law;- severance pay – severance pay is contracted in the amount of six average monthly gross salaries ofthe board member and gross remunerations based on the membership in supervisory boards ofassociated companies paid to that board member in the period of three months prior to contracttermination. The obligation of severance payment occurs in a case of contract termination by AtlanticGrupa in the period of its duration, unless the contract is terminated due to reasons caused by thefault of the board member.In 2012, members of the Management Board of Atlantic Grupa d.d., on the grounds of salary andremuneration for supervisory board membership, were paid a total gross amount of HRK 13,733,313.55. Fromthat amount, on the basis of salary, remuneration for supervisory board membership in operating companiesand annual bonus, President of the Management Board Emil Tedeschi in 2012 received a gross amount ofHRK 3,409,111.22.STRATEGIC MANAGEMENT COUNCILThe Strategic Management Council was established at the beginning of 2012 as a multifunctional body thatdiscusses vital strategic and operational corporate issues, business analysis, priority definition, supervision ofstrategic plans, coordination between organisational units and key decision making. The Council includes the14