INA Industrija nafte d d : 08.05.2023. – Remuneration report 2022

INA-INDUSTRIJA NAFTE, D.D.

MANAGEMENT BOARD AND SUPERVISORY BOARD REMUNERATION REPORT FOR 2022

Independent limited assurance report

on the Management Board and Supervisory Board Remuneration Report for the year 2022

To the Management Board and Supervisory Board of INA-INDUSTRIJA NAFTE, d.d.

Subject matter

Pursuant to the provisions of Article 272r item 3 of the Companies Act and the contract concluded with INA-INDUSTRIJA NAFTE, d.d. (the "Company"), we performed a limited assurance engagement of

the accompanying Management Board and Supervisory Board Remuneration Report for the year ended 31 December 2022 (the "Remuneration Report") prepared by the Company's Management

Board.

Reporting criteria

The applicable reporting criteria for identifying the individuals to be included in the Remuneration Report and the disclosure requirements of their remuneration are contained in the provisions of Article 272r items 1 and 2 of the Companies Act.

Management and Supervisory Board's responsibilities

The Company's Management Board and the Supervisory Board are responsible for:

• preparing the Remuneration Report for the year 2022 in accordance with disclosure requirements of Article 272r items 1 and 2 of the Companies Act,
• identifying the individuals to be included in the Remuneration Report in accordance with Article 272r item 1 of the Companies Act,
• selecting and applying appropriate remuneration policies as well as making judgments and estimates that are reasonable in relation to the information disclosed in the Remuneration Report,
• measurement of remuneration for the year ended 31 December 2022 in accordance with provisions of Article 272r items 1 and 2 of the Companies Act, and
• publishing the Remuneration Report on the Company's website in accordance with provisions of Article 272r item 4.

The Company's Management Board is also responsible for maintaining an internal control system that provides limited assurance that the information described above is free from material misstatement, whether due to fraud or error.

Our responsibilities

Our responsibility is to report on the Remuneration Report in accordance with the requirements of Article 272r item 3 of the Companies Act. We performed a limited assurance engagement in accordance with International Standards on Assurance Engagements 3000 (Revised) - Assurance Engagements Other than Audits or Reviews of Historical Financial Information.

PricewaterhouseCoopers d.o.o., Heinzelova 70, 10000 Zagreb, Croatia

T: [phone], F:[phone], www.pwc.hr

Commercial Court in Zagreb, no. Tt-99/7257-2, Reg. No.: 080238978; Company ID No.: 81744835353; Founding capital: HRK

1,810,000.00 (EUR 240,228.28), paid in full; Management Board: J. M. Gasparac, President; S. Dusic, Member; T. Macasovic,

Member; Banking account: Raiffeisenbank Austria d.d., Magazinska 69, Zagreb, IBAN: HR8124840081105514875.

Quality control requirements and professional ethics

We apply International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

Summary of the work performed

We have performed the following procedures regarding the subject matter:

• we inquired of members of Management, Supervisory Board and other persons within the Company to gain understanding of the renumeration policies and the process applied in preparing the Remuneration Report;
• we received from the Company a list of all members of the Management and Supervisory Boards during 2022 and checked whether their remuneration is disclosed in the Remuneration Report;
• we reconciled the remuneration information presented in the Remuneration Report with the
  Company's accounting records (general ledger and subledgers) for the year ended 31
  December 2022;
• we reviewed, on a sample basis, the relevant documentation (contracts and payments) related to the remuneration information presented in the Remuneration Report; and
• we checked whether the Remuneration Report contains all the information required by provisions of Article 272r items 1 and 2 of the Companies Act.

The nature and extent of our procedures were determined based on our risk assessment and our professional judgment in order to obtain limited assurance.

A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited conclusion.

Limited assurance conclusion

Based on our work performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Remuneration Report for the year ended 31 December 2022 is not prepared in accordance with the requirements specified in Article 272r items 1 and 2 of the Companies Act.

Restriction of distribution and use

This report has been prepared solely for the Management Board in accordance with the agreement between us, to assist the Company in reporting the Remuneration Report, and is intended solely for

the purposes specified in Article 272r item 3 of the Companies Act. We permit this report to be disclosed in the Company's web page in accordance with Article 272r item 4 of the Companies Act.

To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company's Management Board for our work or this report, except where such terms are expressly agreed in writing.

In addition, based on the procedures performed and described above, this is a limited assurance report and it is not, nor is it intended to be, a legal opinion on the Company's compliance with Article 272r items

1 and 2 of the Companies Act.

The Company's Management Board is responsible for placing the Remuneration Report on the

Company's web-site and for accuracy of such information. The scope of our performed work does not include reviewing these matters; consequently, we do not assume any responsibility for any amendments that might have been made to the Remuneration Report underlying this Independent limited assurance report or any differences between the report issued by us and the information presented on the Company's web-site.

PricewaterhouseCoopers d.o.o.

Heinzelova 70, Zagreb

Zagreb, 22 March 2023

This version of our report is a translation from the original, which was prepared in Croatian language. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation.

INA-INDUSTRIJA NAFTE, d.d.

Management Board and Supervisory Board Remuneration Report for 2022 (all amounts are in HRK)

Pursuant to Article 272.r of Company Act (CA), Management Board and Supervisory Board of INA - INDUSTRIJA NAFTE, d.d. Zagreb (hereinafter: INA or Company) submitted the following:

MANAGEMENT BOARD AND SUPERVISORY BOARD REMUNERATION REPORT FOR 2022

1. Introduction

INA's corporate management structure is based on dualistic system which includes Supervisory Board and Management Board which - together with General Assembly - represent three mandatory INA corporate bodies in line with INA Statute and CA.

INA's compensation strategy is regulated within Company internal documents with the aim to ensure competitive remuneration package as remuneration plays an important role in supporting the

achievement of Company goals. Through the design of its incentive schemes, Company aims to ensure that manager/employee remuneration supports their private interests, Company's strategic objectives

and interests of the shareholders.

This report is prepared in line with the Company's internal documents and procedures, including Remuneration policy for INA - INDUSTRIJA NAFTE, d.d. Management Board members (hereinafter referred as: Remuneration policy) and Decision on remuneration to the Supervisory Board members approved by General Assembly on 26 August 2020.

2. Management Board

In accordance with Companies Article of Association, INA Management Board (further in text: MB) is formed by 6 members who are entitled to receive management fee for the work performed in line with the INA Supervisory Board decision on the salary and fee for Management Board members.

During year 2022, from 1 January until 31 December, INA Management Board members were the following:

• Péter Ratatics - President of the Management Board from 28.9.2022, until 30.6.2023
• Krisztián Pulay - MB member from 28.9.2022 until 30.6.2023,
• Berislav Gašo - MB member from 28.9.2022 until 15.1.2023*,
• Miroslav Skalicki - MB member from 28.9.2022 for a maximum of 6 months,
• Hrvoje Šimović - MB member from 28.9.2022 for a maximum of 6 months,
• Marin Zovko - MB member from 28.9.2022 for a maximum of 6 months,
• Sándor Fasimon - President of the Management Board from 1.7.2018 until 28.9.2022,
• Niko Dalić - MB member from 11.2.2011 until 28.9.2022,
• Barbara Dorić - MB member from 1.4.2020 until 28.9.2022,
• Darko Markotić - MB member from 1.4.2020 until 28.9.2022,
• Ferenc Zoltán Horváth - MB Member from 1.2.2021 until 28.9.2022 and
• József Farkas Simola - MB Member from 1.2.2021 until 28.9.2022.

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