Granolio d d : Code of Corporate Governance Questionnaire for 2021

GRANOLIO d.d., Budmanijeva 5, Zagreb, OIB 59064993527

Security: GRNL / ISIN: HRGRNLRA0006 / LEI: 213800O3Z6ZSDBAKG321 Segment of the Regulated market: Official Market of the Zagreb Stock Exchange Home Member State: Republic of Croatia

Zagreb, April 28, 2022

CORPORATE GOVERNANCE CODE - Compliance Questionnaire for 2021

CHAPTER	PROVISION	ARTICLE	QUESTION	ANSWER (Each question is answered by chosing the answer from the drop-down menu)	EXPLANATION (fulfill only for questions that were answered with "NO" or "PARTIALLY")
1	Cooperation	1	The articles of association and/or other internal acts clearly define the powers of the supervisory board and management board.	YES
1	Cooperation	1	The articles of associationand/or other internal acts are available free of charge on the website of the company.	PARTIALLY	The Articles of Association and part of the internal acts prescribed by the Corporate Governance Code are available on the Company's website
1	Cooperation	2	The supervisory board has adopted a decision in which it stated categories of decisions and legal transactions that require prior approval by the supervisory board and those decisions about which management board must consult with the supervisory board before making a decision, and a summary thereof is available free of charge on the website of the company.	YES
1	Cooperation	2	The articles of association and/or internal company acts provide for prior consent of the supervisory board for making important decisions that affect the strategy of the company, expenses, risk exposure and reputation.	YES
1	Cooperation	3	The articles of association and/or internal company acts stipulate that the supervisory board and its committees have timely access to documents, premises and employees when necessary for the performance of their duties.	YES
1	Cooperation	4	The articles of association and/or other internal company acts stipulate that the management board must report to the supervisory board at regular intervals on the operating results of the company, financial situation, substantial financial and non-financial risks and results of interaction with shareholders and other stakeholders.	YES
1	Cooperation	5	Statutes and/or internal company documents stipulate that the president of the management board shall immediately notify the supervisory board if there is or is likely for an event to arise that has the potential to significantly affect the results, financial position or reputation of the company.	YES
1	Rules of conduct	6	The supervisory board approved the code of conduct (or other internal act), which establishes rules of conduct to be followed by members of the management and supervisory board members, employees and others acting on behalf of the company, which also contains rules and measures to be taken in case of its violations.	YES
1	Rules of conduct	6	Code of Conduct (or other internal act) is available free of charge on the website of the company.	NO	The company plans to make the rules available on it's website in 2022
2	Conflict of interest	7	For members of the management board and the supervisory board the prohibition of participation in decision-making in relation to which there are conflicts of interest is stipulated.	YES
2	Conflict of interest	7	The supervisory board has given prior consent to the policy for managing conflicts of interest.	YES
2	Conflict of interest	7	The policy for managing conflicts of interest is available free of charge on the website of the company.	NO	The company plans to make the policy available on it's website in 2022
2	Conflict of interest	8	Members of the supervisory board are obliged to inform the entire supervisory board that they are in an actual or potential conflict of interest.	YES
2	Conflict of interest	8	Management board members have a duty to inform the president of the supervisory board and other members of the management board of an actual or potential conflict of interest.	YES
2	Conflict of interest	8	The supervisory board keeps records of all notices pertaining to conflict of interest.	YES
2	Conflict of interest	9	Member of the management board or the supervisory board has an obligation to inform the President and/or Vice-President of that board if it considers that another member of management or supervisory board is in an actual or potential conflict of interest.	YES
2	Competition ban	10	Members of the supervisory board and management do not perform activities that compete with the business of the company, are not members of the management or supervisory boards of the companies that carry out such activities nor hold more than 5% stake in such companies.	YES
2	Competition ban	10	Members of the management board and the supervisory board who hold shares in the companies with which the company is in the competition, informed the secretary of the company of all the shares in such companies and the details of these shares are available free of charge on the website of the company.	YES
2	Related party transactions	11	No transactions between members of the management or supervisory board and the company (or a person affiliated with any party) can not be concluded without the prior consent of the supervisory board.	YES
2	Related party transactions	11	The fair value of each material transaction must be confirmed by an independent expert prior to any such transaction, and his or her report has to be available free of charge on the website of the company.	YES
2	Related party transactions	12	The company has adopted procedures for the approval and disclosure of transactions between members of the management or supervisory board and the company (or a person affiliated with any party).	NO	The Company does not have an act but the obligation arises from the legal regulations and the Conflict of Interest Management Policy
2	Related party transactions	12	The audit committee annually assesses the effectiveness of these procedures.	NO	Procedures were not adopted
3	The role of the supervisory board	13	The supervisory board is responsible for appointing and dismissing members of the management board and making recommendations for candidates for members of the supervisory board to the general meeting.	YES
3	The role of the supervisory board	13	The supervisory board has approved formal and transparent procedure for the appointment to both management and supervisory boards.	PARTIALLY	The procedures for the appointment to the management board are planned to be adopted in 2022
3	The role of the supervisory board	14	The supervisory board has set as a target percentage of female members of the supervisory board and the management board, which must be achieved in the next five years and adopted a plan for the implementation of this goal. Percentage on target and plan were published in the annual report.	YES
3	The role of the supervisory board	14	A report explaining progress on the plan has been published in the annual report.	YES
3	The role of the nomination committee	15	The nomination committee has all the tasks listed in Article 15 of the Code.	NO	The appointment committee has not been established.
3	Election of supervisory board members by the general meeting	16	When nominating candidates for the supervisory bord to the general meeting for election the company provides information within the general meetin materials on the items requested by Article 16. of the Code.	PARTIALLY	The Supervisory Board of the Company was elected in June 2019. The Company intends to make availabe the relevant information for future appintments.
3	Election of supervisory board members by the general meeting	16	Informations provided by Article 16 of the Code are freely available on the company`s website.	NO	The information in question will be available for free on Company's website for future appointments.
3	Election of supervisory board members by the general meeting	17	Materials for the general meeting contain all the information listed in Article 17 of the Code.	NO	The information in question will be included in the documents for the General Assembly for the subsequent appointments.
3	Election of supervisory board members by the general meeting	18	The information referred to in Article 17 of the Code is available free of charge on the website of the company also in cases where workers' representative or another member of the supervisory board which is not elected by the shareholders at the general meeting is apointed.	NO	The information in question will be available for free on Company's website for future appointments.
4	Responsibilities of the supervisory board	19	The terms od reference of the supervisory bord include all the responibilities set in Article 19. of the Code.	PARTIALLY	Succession planning is not explicitly stated in the company's acts.
4	Composition	20	The supervisory board has developed a supervisory board profile which specifes the minimum number of members and combination od skills, knowledge and education, as well as professionaln and practical experience that required in the supervisory board.	YES
4	Composition	21	The supervisory board includes members of different gender, age, profile and experience to ensure a diversity perspective when making decisions.	PARTIALLY	The Supervisory Board does not include members of different genders.
4	Composition	22	Majority of the members of the supervisory board are independent in accordance with the definition set out in Appendix A of the Code.	NO	The supervisory board is currently composed of four members, two of whom are independent
4	Composition	22	The President or deputy president of the supervisory board are independent.	YES
4	President	23	The president of the supervisory bord is responible for the activities listed in Article 23. of the Code.	YES
4	Board committees	24	Supervisory board established the nomination committee.	NO	The Supervisory Board evaluates the opportunity to establish and delegate tasks in the area of appointments to the appointment committee.
4	Board committees	24	Supervisory board established the renumeration committee.	NO	The Supervisory Board assesses the opportunity to establish and delegate tasks in the area of remuneration to the remuneration committee.
4	Board committees	24	Supervisory board established the audit committee.	YES
4	Board committees	24	The supervisory board stipulated the manadate and activities of each committee.	PARTIALLY	Determined only for the audit committee which is established.
4	Board committees	26	Each committee of the supervisory board consists of members who have the necessary skills, knowledge and education, as well as professional and practical experience to carry out the committee responsibilities effectively.	PARTIALLY	Only for the audit committee which is established.

4	Board committees	27	Each committee of the supervisory board has at least three members.	PARTIALLY	Only the audit committee which is established.
4	Board committees	27	Majority of the members of each committee of the supervisory board are independent (as defined in Appendix A of the Code).	NO	2 of 3 members of the audit committee are not independent
4	Board committees	27	Board members are prohibited to be members of the committee of the supervisory board.	YES
4	Board committees	28	The terms of reference of each committee is made freely available on the company's website	NO	The company plans to publish the job description in question on the company's website in 2022.
4	Board committees	28	The Company's annual report includes a report on the work of each committee of the supervisory board as well as information on the number of meetings held and the members of the committee.	PARTIALLY	Only for the audit committee which is established.
4	Time commitment	29	The minimun expected time commitmnet of each supervisory board member is specified on their appointment.	NO	The company's Supervisory Board was elected in June 2019 and no minimum time commitment was set. It will be determined at the next appointment.
4	Time commitment	29	The annual report includes record of attendance at the meetings for each member of the supervisory board and its committees.	YES
4	Time commitment	30	The articles of association and/or internal company acts stipulate the obligation of the supervisory board member to inform the secretary of the company about their membership in the supervisory board or the management board of other companies.	YES
4	Frequency and format of meetings	31	The supervisory board meets at least every three months.	YES
4	Frequency and format of meetings	31	The supervisory board has adopted a workplan that includes time and agenda of future meetings.	YES
4	Frequency and format of meetings	31	Committees of the supervisory board shall meet as often as necessary for the effective discharge of their duties, and regularly report to the supervisory board on its activities.	PARTIALLY	Only for the audit committee which is established.
4	Frequency and format of meetings	32	The supervisory board can meet without the participation of the management board where it considers it appropriate.	YES
4	Frequency and format of meetings	32	Non-Board committee memebers can participate in committee meeting only at the invitation of the committee.	YES
4	Support	33	The company has designated an individual to carry out the duties of a company secretary.	YES