PORT of RIJEKA J.S.C

1

PORT OF RIJEKA j.s.c.

Supervisory Board

Pursuant to Article 263 paragraph 3, Article 300c of the Company Act and Article 47 paragraph 2 subparagraph 7 of the Statute of the company PORT OF RIJEKA j.s.c., at the 3rd meeting held on 27th June 2016, the Supervisory Board of the company PORT OF RIJEKA j.s.c. adopted the following

R E P O R T

to the General Assembly of the company PORT OF RIJEKA j.s.c. on the completed supervision of the management of the Company’s affairs in 2015

I.

The mandate of the members of the Supervisory Board Nikola Mendrila – president, Loris Rak – vice-president and Katarina Drakulić, expired on 11th April 2015. They were reappointed as members of the Supervisory Board by a decision of the General Assembly of the PORT OF RIJEKA j.s.c. of 6th May 2015, with a mandate of six months. On 11th April 2012, the State Administrative Office for State Property Management appointed Darko Peričić as member of the Supervisory Board, with his mandate starting on the day the Assembly was held (18th June 2012). The mandate of Krešimir Trtanj, the representative of employees in the Supervisory Board of the Company, expired on 15th April 2015 and he was reappointed as the representative of employees in the Supervisory Board of the Company by the Employee Committee on 13th May 2015. At the meeting of the Supervisory Board held on 8th May 2015, Nikola Mendrila was selected as president of the Supervisory Board, whereas Loris Rak was selected as vice-president.

On 9th November 2015, the General Assembly adopted a decision appointing three new members of the Supervisory Board: Štefica Salaj, Piotr Wojciech Ambrozowicz and Toni Đikić.

The Supervisory Board of the PORT OF RIJEKA j.s.c., in the composition in which it submits this report, was constituted at the meeting held on 16th November 2015, when it began performing its duties prescribed by law and the Statute of the Company. Štefica Salaj was selected as president of the Supervisory Board, whereas Piotr Wojciech Ambrozowicz was selected as vice-president.

The Supervisory Board held ten meetings in 2015, during which it discussed many issues concerning the business activities of the Company, whereas on three occasions it adopted decisions without holding a meeting. The Supervisory Board meetings are held in the presence of the members of the Company Management, who report on particular issues within the scope of their duties and provide the Supervisory Board with all requested additional clarifications, so as the Supervisory Board could thoroughly discuss all items of the agenda and take mindful views, as well as adopt the necessary decisions. In that regard, the Supervisory Board deems its cooperation with the Company Management very successful.

The Supervisory Board established the Revisory Committee, which held one meeting in 2015.

II.

In accordance with its obligations, the Supervisory Board completed the supervision and examined the financial records and documents of the Company, and has determined that the PORT OF RIJEKA j.s.c. acts in accordance with the law, the Statute and other acts of the Company, as well as in accordance with the decisions of the General Assembly.

III.

The Supervisory Board has reviewed the report on the completed auditing of the unconsolidated financial statements of the company PORT OF RIJEKA j.s.c. for 2015 and the consolidated financial statements of the company PORT OF RIJEKA j.s.c. for 2015, as well as its subsidiaries, by the auditing company KPMG Croatia ltd. for auditing Zagreb, which reviewed the annual financial statements of the Company for the year that ended on 31st December 2015, and accepts the submitted auditing report.

The Supervisory Board, after reviewing the annual financial statements and consolidated annual financial statements of the Company, for the year that ended on 31st December 2015, which were submitted to it by the Company Management, determined that the annual financial statements and consolidated annual statements of the PORT OF RIJEKA j.s.c., for the year that ended on 31st December 2015, are composed in accordance with the state of the financial records of the Company and correctly reflect the state of the Company regarding assets and business performance, and it gave its consent to the statements. Therefore, in accordance with Article 300d of the Company Act, these statements are approved.

The Supervisory Board accepted the Annual report of the Company Management in relation to the state of the Group PORT OF RIJEKA j.s.c. for 2015.

The following documents are an integral part of the stated reports of the PORT OF RIJEKA j.s.c. for the year that ended on 31st December 2015: The annual report of the Company Management on the state of the Company and the Group for 2015, the Unconsolidated report on the total profits for 2015, the Unconsolidated report on the financial position of the PORT OF RIJEKA j.s.c. on the day of 31st December 2015, the Unconsolidated report on the changes to the principal for 2015 of the PORT OF RIJEKA j.s.c., the Unconsolidated report on cash flows for 2015, the Notes accompanying the financial statements for 2015, the Consolidated report on the financial position on the day of 31st December 2015, the Consolidated report on the changes to the principal for 2015, the Notes accompanying the consolidated financial statements for 2015, the Annual report and financial statements for 2015 for the PORT OF RIJEKA j.s.c., by the auditing company KPMG Croatia ltd. for auditing Zagreb, Ivana Lučića 2a.

IV.

The Supervisory Board received a proposal of the Company Management on the use of the profits made in the year that ended on 31st December 2015, in which it was determined that the PORT OF RIJEKA j.s.c., in the year that ended on 31st December 2015, made profits (post tax) in the amount of 1.265.201,68 Kuna and in which it was proposed that the profits of the company PORT OF RIJEKA j.s.c. are recorded in the books as undistributed profit.

The Supervisory Board agrees with this proposal of the Company Management in relation to the use of the profits and proposes that the General Assembly adopts such a decision.

V.

The Supervisory Board submits this report to the General Assembly of the Company and proposes to the General Assembly of the Company that it adopts the proposal of the Company Management in relation to the use of the profits made in the year that ended on 31st December 2015.

President of the Supervisory Board

Štefica Salaj