Arena Hospitality Group

General Assembly

The meetings of the Company’s General Assembly are convened and held in accordance with the Companies Act and the Company’s Articles of Association and the General Assembly is competent for matters as set out in the Companies Act and the Company’s Articles of Association. The notices and the decisions proposed for discussion and adopted at General Assembly meetings are publicly announced in accordance with the Companies Act, the Company’s Articles of Association, the Capital Market Act and Rules of the Zagreb Stock Exchange, including announcements on the websites of the Company, the Zagreb Stock Exchange and the court register. Under the current Articles of  association of the Company, there is no requirement for the shareholders to register their attendance at the General Assembly meetings in advance and a shareholder registered in the Company’s share register kept by the Central Depository & Clearing Company Inc. on the 21st day before the day of the General Assembly meeting (excluding the day of the General Assembly meeting) is entitled to participate and to vote at the General Assembly. There are no Company shares with special control rights and there are no limitations to voting rights arising from the Company shares. Each Company share gives right to one vote in the General Assembly of the Company. The General Assembly is, inter alia, competent for amending the Company’s Articles of Association by decision adopted with the majority of 3/4 of share capital represented the General Assembly (except in relation to the authorised share capital, which decision is adopted with qualified majority of 9/10 of the share capital represented at the General Assembly).

Management Board

The Management Board of the Company consists of min. two and max. five members appointed by the Supervisory Board for the mandate of up to five years. As at 31 December 2023, the members of the Management Board are: Reuel Israel Gavriel Slonim (President), Devansh Bakshi, Manuela Kraljević and Edmond Pinto (members). The mandate of appointed members of the Management Board expires on 6 September 2025 and they may be recalled before mandate expiry by the decision of the Supervisory Board adopted in accordance with provisions of the Companies Act and the Company’s Articles of Association. The authorities and the operation of the Management Board are regulated by the Company’s Articles of Association and the Rules of Procedure of the Management Board, in line with the provisions of the Companies Act. In particular, the Management Board has overall responsibility for the internal control and risk management processes, including that adequate accounting records are maintained, and transactions are recorded accurately and fairly. The Management Board provides information on the nature of the risks and the actions to mitigate risk exposure.

Supervisory Board

The Supervisory Board of the Company consists of seven members, whereof six members are elected by the General Assembly of the Company and one member may be appointed by the Company’s employees’ council. Under the Company’s Articles of Association, the mandate of Supervisory Board members is up to four years and the current members of the Supervisory Board have been elected and appointed for the mandate from 31 May 2022 until closing of the General Assembly meeting to decide upon granting discharge to members of the Supervisory Board for their work in 2023. A Supervisory Board member may be recalled before expiry of his mandate by the decision of the General Assembly adopted with the majority of 3/4 of votes cast or by the decision of the Company’s employees’ council respectively. The authorities and the operation of the Supervisory Board are regulated by the Company’s Articles of Association and the Rules of Procedure of the Supervisory Board, in line with the provisions of the Companies Act. As at 31 December 2023, the members of the Supervisory Board are: Boris Ernest Ivesha (Chairman), Yoav Arie Papouchado (Vice- Chairman), Kevin Michael McAuliffe, Amra Pende, Lorena Škuflić, Ivana Matovina and Goran Nikolić. Pursuant to the Company’s Articles of Association and the decision of the General Assembly, members of the Supervisory Board are entitled to fixed monthly remuneration for their work in the Supervisory Board. Supervisory Board members also acting as members of committees established by the Supervisory Board are not entitled to a special remuneration for their work in these committees. The Supervisory Board has established an Audit Committee, a Nomination Committee, a Remuneration Committee, and a Sustainability Committee.

• Audit Committee

The Company’s Audit Committee consists of four members appointed by the Supervisory Board amongst its members: Ivana Matovina (president), Lorena Škuflić, Amra Pende and Kevin Michael McAuliffe (members). The operation of the Audit Committee is regulated by decisions of the Supervisory Board, in line with the provisions of the Companies Act, the Audit Act, the Company’s Articles of Association and the Rules of Procedure of the Supervisory Board.

• Nomination Committee

The Company’s Nomination Committee consists of three members appointed by the Supervisory Board amongst its members: Kevin Michael McAuliffe (President), Lorena Škuflić and Amra Pende (members). The operation of the Nomination Committee is regulated by decisions of the Supervisory Board, in line with the provisions of the Companies Act, the Company’s Articles of Association, the Rules of Procedure of the Supervisory Board and the Terms of Reference of the Nomination Committee.

• Remuneration Committee

The Company’s Remuneration Committee consists of three members appointed by the Supervisory Board amongst its members: Amra Pende (President), Lorena Škuflić and Kevin Michael McAuliffe (members). The operation of the Remuneration Committee is regulated by decisions of the Supervisory Board, in line with the provisions of the Companies Act, the Company’s Articles of Association, the Rules of Procedure of the Supervisory Board and the Terms of Reference of the Remuneration Committee.

• Sustainability Committee

The Company’s Sustainability Committee consists of three members appointed by the Supervisory Board amongst its members: Lorena Škuflić (president), Kevin Michael McAuliffe and Goran Nikolić (members). The operation of the Sustainability Committee is regulated by decisions of the Supervisory Board, in line with the provisions of the Companies Act, the Company’s Articles of Association, the Rules of Procedure of the Supervisory Board and the Terms of Reference of the Sustainability Committee.