Zagreb, April 2025

The report in PDF format is an unofficial report, while the official version of the annual report, in accordance with the Capital Market Act, is available in a single electronic reporting format (ESEF – European Single Electronic Format).

This version of the Annual 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 takes precedence over this translation.

Content

	Page
Management report	3
Statement on the application of the Corporate Governance Code	26
Responsibilities of the Management board for the Annual report	32
Independent Auditors’ report to the shareholders of Zagreb Stock Exchange, Inc.	33
Financial statements
Unconsolidated Statement of comprehensive income	40
Unconsolidated Statement of the financial position	41
Unconsolidated Statement of changes in equity and reserves	43
Unconsolidated Statement of cash flows	44
Notes to the financial statements	46
Forms in accordance with the Ordinance on the Structure and Content of Stock Exchange Annual Financial Statements (Official Gazette 25/19)	82
Decision on determining the annual financial statements	99
Decision on profit distribution	100

1                    MANAGEMENT REPORT

1.1              A word by the Management Board

In 2024, the strong positive momentum of the Croatian economy continued, accompanied by the dynamics of the domestic capital market, where investors truly had reason to be satisfied: stock indices, with their strong double-digit growth, outperformed many global counterparts. The CROBEX index surpassed the 3,000-point mark, reaching a new all-time high in its recent history, while the "blue-chip" index CROBEX10 surged by nearly 30%. "Total return" indices, which integrate dividend yield, performed even better by the end of the year.

In addition to excellent statistical indicators, the Stock Exchange once again reaffirmed its role as a connector of various market stakeholders and a platform for knowledge and experience exchange.

In January, the Artificial Intelligence Research (AIR) project was introduced, followed by a panel discussion titled "Fintech: Technology in the Service of Capital." The AIR project is financed by the EBRD through the Taiwan Business EBRD Technical Cooperation Fund, with the goal of creating an advanced AI-based solution for company valuation. Participants concluded that fintech offers numerous benefits to all capital market stakeholders and that such innovative solutions are necessary to add value for users, as structured data management facilitates investment decision-making and enhances personal finance management.

Throughout the year, numerous lectures and educational programs were held, including two free and highly attended events: "Understanding ETFs," which gathered more than 230 participants from across Croatia and the region, and a gender equality and financial markets education session, co-organized with the United Nations Sustainable Stock Exchanges Initiative (UN SSE), of which the Zagreb Stock Exchange is a member. The session aimed to raise awareness about sustainable business practices through an understanding of the financial implications of gender inequality, improve corporate reporting and gender literacy, and identify market opportunities arising from these improvements.

As part of its UN SSE membership, the Zagreb Stock Exchange was once again among the 100+ global stock exchanges that symbolically rang the opening bell on International Women’s Day to highlight the importance of the business sector in advancing gender equality and empowering women in this industry, in line with the global sustainable development goals.

The Croatian Financial Services Supervisory Agency, the Central Depository and Clearing Company, and the Zagreb Stock Exchange organized the 15th annual training session for companies whose securities are listed on the regulated market of the Zagreb Stock Exchange, with around 80 issuer representatives participating.

Educational support for capital market participants continued this year through the Zagreb Stock Exchange Academy, which celebrated its 15th year of operation. The Academy once again actively participated in Money Week, the leading global event dedicated to raising awareness about financial education and inclusion for children and young adults. More than 1,400 students from Croatia and abroad have participated in the Academy’s activities for this occasion.

So far, the Academy has organized over 800 educational events, attended by more than 14,000 participants. A particular focus is placed on educating young people, especially high school and university students, with over 6,000 trained over the years.

To strengthen communication between investors and issuers, the Zagreb Stock Exchange hosted the PRIME Plus investment webcast in September, featuring companies listed on the Leading Market along with issuers from other market segments, attended by around 40 domestic and foreign analysts and investors.

In June, the traditional Zagreb and Ljubljana Stock Exchange investment conference, "CEE Investment Opportunities," took place. Designed as a meeting point for investors and prominent regional issuers (companies listed on the Zagreb, Ljubljana, and Bucharest stock exchanges), the event facilitated direct investor contact through a series of one-on-one meetings, with approximately 170 meetings held. Another 100 participants gathered in Ljubljana in November for the winter edition of the event.

In October, another "Challenge of Change" conference was held, organized by the Association of Pension Fund Management Companies and Pension Insurance Companies (UMFO) and the Zagreb Stock Exchange. The conference saw a record-breaking attendance of more than 570 participants from the domestic and international financial community. The event reaffirmed its key role in promoting regional cooperation and financial sector development, providing a positive impulse for future economic initiatives and investments.

In November, the Zagreb Stock Exchange signed agreements designating Raiffeisenbank Croatia as the market maker for government bonds and treasury bills issued by the Ministry of Finance. This marks the first time such a role has been assigned for these instruments, aiming to enhance their accessibility and liquidity.

December was the month of the prestigious Zagreb Stock Exchange Awards, an annual gathering held for the 13th time to recognize and reward outstanding participants in the capital market who have contributed to its development and stability. During the event, the Zagreb Stock Exchange and the Croatian Financial Services Supervisory Agency (HANFA) formally signed a Joint Protocol on the adoption of a new Corporate Governance Code to improve corporate governance standards and promote best practices in the field.

Strong collaboration with regulatory bodies, members, issuers, capital market infrastructure institutions, and other stakeholders was once again crucial this year, enabling the Zagreb Stock Exchange to reaffirm its position as a regional leader and continue providing high-quality services.

The year ahead will undoubtedly bring new challenges, but the Exchange will continue to strengthen its role as a key link between all capital market stakeholders, particularly investors and companies, contributing to the stability and the dynamic of our financial market and overall economic development.

1.2              ZSE Key Performance Indicators in 2024

In 2024, operating revenues increased by +8% compared to 2023, amounting to EUR 2,178 thousand. Sales revenue recorded an increase compared to 2023, primarily as the result of higher income from trading commissions (+22.5%), and a fewer number of newly listed securities in 2024 resulted in a decrease in income from listing fees (-30%). Other operating income increased by EUR +84 thousand, primarily due to increased income from related parties (+21.8%), and other income, which includes income from assigning and administering LEIs (+262%).

Figure 1: Operating revenue, profit for the year and EBITDA

In 2024, operating expenses increased by +8% when compared to 2023. The increase of operating expenses was primarily caused by an increase in other costs (+12.5%). Staff costs increased by +5% compared to 2023. The year 2024 was thus concluded with an operating loss of EUR -39 thousand, a positive net financial result of EUR +78.8 thousand and a net profit of EUR 38.5 thousand. Operating profit before interest, taxes, depreciation and amortization in 2024 amounts to EUR 179 thousand, which is an increase of +2.6% compared to 2023.

Table 1: Main business indicators

1.2.1         Trading and price of ZB-R-A share of the issuer Zagreb Stock Exchange, Inc.

Zagreb Stock Exchange shares were listed on the regulated market (Official market segment) in August 2016. The Company share capital amounts to EUR 3,076,315 and is divided to 2,317,850 ordinary shares. As of December 31, 2024, the Company owns a total of 8,369 of own shares, which make up for 0.3611% of its share capital.

From January 1 to December 31 2024, Zagreb Stock Exchange’s share reached a total orderbook turnover of EUR 64,896.38.

Table 2: ZB-R-A share in 2024

The ZB-R-A stock price reached its peak on July 24, 2024 in the amount of EUR 3.50, while it fell to its lowest level on April 26, 2024, when it was priced at EUR 2.36.

Figure 2: Turnover and average price ZB-R-A stock in 2024

1.2.2        Ownership structure of the issuer Zagreb Stock Exchange

A total of 197 shareholders were noted in the ownership structure of the Zagreb Stock Exchange on 31 December 2024.

Figure 3: Ownership structure on 31 December 2024

1.3              Financial results and business operations in 2024

In 2024, the Company generated a total of EUR 2,178 thousand of operating revenues, which is EUR +160 thousand or +8% more than in the previous year when they amounted to EUR 2,018 thousand. Compared to 2023, sales revenues increased from EUR 1,299 to EUR 1,375 thousand, i.e., by EUR +76 thousand or +6%. The increase in sales revenue is primarily the result of higher revenues from trading commissions and memberships, which, following a higher turnover in securities compared to 2023, in 2024 reached EUR 580 thousand (EUR +106 thousand or +22.5% more compared to 2023 when they amounted to EUR 474 thousand). Following a lower number of newly listed securities than in the previous year, income from quotation fees in 2024 amounted to EUR 85 thousand, which is EUR -37 thousand or -30% less than in 2023. Within sales revenues, income from quotation maintenance recorded a slight increase and amount to EUR 681 thousand (an increase of EUR +3 thousand or +0.3% compared to 2023, when they amounted to EUR 678 thousand). Compared to 2023, other operating income increased by EUR +84 thousand or +12%, i.e., from EUR 718 to EUR 803 thousand. This increase in other operating income is due to the growth of revenue from related parties, which amounted to EUR 57 thousand (EUR +10 thousand or +22%), income from other income which amounted to EUR 100 thousand (EUR +72 thousand). Income from the supply of information recorded a slight increase of 0.2% and at the end of 2024 amount to EUR 356. Income from seminars also recorded an increase compared to 2023, from EUR 113 to EUR 115 in 2024 (+1.3%). Income from assigning and administering LEIs in 2024 amounted to EUR 76 thousand, which is EUR -3 thousand or -4.2% less than 2023 when they amounted to EUR 79 thousand.

Influenced by the general increase in prices, in 2024 the Company continued to record growth in total operating expenses. Total operating expenses increased by EUR +166 thousand (+8%) compared to 2023 and amounted to EUR 2,117 thousand (2023: EUR 2,051 thousand). The increase in operating expenses was mostly due to the increase in other operating expenses (EUR +105 thousand or +13%). The aforementioned increase in other operating expenses includes a significant increase in fees to regulator (EUR +16 thousand or +25%), write-off of intangible assets amounting to EUR 32 thousand, and an increase in other costs by EUR +24 thousand or +28%. Depreciation and amortization in 2024 increased by +5% and amounts to EUR 218 thousand (2023: EUR 207 thousand) and relates to purchased IT equipment. Other expenses at the end of 2024 amount to EUR 110 thousand, representing an increase by EUR +24 thousand or +28% compared to 2023 when they amounted to EUR 86 thousand. Staff costs in 2024 increased by EUR +50 thousand or +5% (from EUR 1,002 to EUR 1,053 thousand), compared to 2023.

The Company's operating loss in 2023 amounted to EUR -39 thousand, while in the previous year the Company reported operating loss amounting to EUR -33.7 thousand (EUR +5 thousand or +16.5%). Financial revenues in 2024 amounted to EUR 86 thousand (EUR -96 thousand or -53%) compared to 2023. At the same time, financial expenses also recorded a decrease, so in 2024 they amounted to EUR 7 thousand (EUR -3 thousand or -29%) compared to the EUR 10 thousand of financial expenses realized in 2023.

Considering all the above, the Company’s net profit in 2024 amounts to EUR 38 thousand, which is EUR -98 thousand less than in 2023, when the Company's net profit amounted to EUR 136 thousand.

Operating profit before interest, taxes, depreciation and amortization is positive and in 2024 amounts to EUR 178.5 thousand, i.e., EUR +4.5 thousand more than in 2023 when it amounted to EUR 174 thousand.

In 2024, in order to preserve the value of its assets, the Company invested its available cash in bond funds and bank deposits. At the end of 2024, the Company's free assets amounted to EUR 1,907 thousand (units in investment funds, bank deposits and cash in the bank).

1.4              Business analysis

1.4.1         Total operating revenues

Total operating revenues in 2024 amount to EUR 2,178 thousand and are higher by EUR +160 thousand or +8% compared to 2023 when they amounted to EUR 2,018 thousand. The largest increase in revenue was recorded in revenue from trading commissions (EUR +106.6 thousand or +22.5%), and the largest decrease in revenue from quotation fees (EUR -37 thousand or -30%).

 

Figure 4: Operating revenue

As in the previous year, in 2024 income from quotation maintenance (31%) had the largest share in operating revenues, followed by revenues from trading commissions and membership fees (28%). In 2024, income from quotation fees claimed a smaller share in operating revenues, while income from related parties and other income increased their share in the Company’s operating revenues.

Figure 5: Operating revenue structure

Trading commissions and membership fees

In 2024, EUR 580 thousand was generated on the basis of trading commissions, which is EUR +106.6 thousand or +22.5% more compared to 2023, when they amounted to EUR 474 thousand. At the end of 2024, the Exchange had a total of 12 members, the same as in 2023, as membership fees revenues increased by EUR +3 thousand or +12.6% and amount to EUR 29 thousand.

Revenue from quotation maintenance

Revenue from quotation maintenance increased from EUR 678 to EUR 681 thousand (EUR +3 thousand or +0.4%). At the end of 2024, 78 stocks (2023: 87), 31 bonds (2023: 31), 4 treasury bills (2023: 7) and 5 ETFs (2023: 4) were listed on the Regulated Market.

Revenue from quotation fees

In 2024, revenue from quotation fees decreased from EUR 122 to EUR 85 thousand (EUR -37 thousand or -30%) compared to the previous year. In 2024, seven treasury bills, five bonds, one ETF and two new additional tranches of shares were listed, while in 2023, new listings included sixteen treasury bills, four bonds and two ETFs.

Figure 6: Sales revenue structure

Other operating income

Other operating income increased by EUR +84 thousand or +12% compared to 2023 (from EUR 718 to EUR 802.6 thousand) due to the growth of revenue from related parties amounting to EUR 57 thousand (EUR +10 thousand or +22%), increase in other income amounting to EUR 100 thousand (EUR +72 thousand or +262%). The increase in other income was a result of reporting the increase in the share capital of affiliated company Adria Digital Exchange, Ltd, by an amount of EUR 50 thousand, in which Zagreb Stock Exchange owns a 24% stake. Within other operating income, a decrease is noted in revenues from assigning and administering LEIs (EUR -3 thousand or -4.2%, i.e., from EUR 79 to EUR 76 thousand). Revenues from the supply of information have the largest share in other operating income (49%), which also includes income from real-time data distribution rights paid by members.

Figure 7: Other operating income structure

1.4.2         Total operating expenses

Total operating expenses in 2024 amounted to EUR 2,217 thousand, which is an increase of EUR +166 thousand or +8% (in 2023 they amounted to EUR 2,051 thousand).

Figure 8: Operating expenses structure

Despite the general increase of prices and rising inflation, the Company maintained continuous efforts to control expenses during 2024. The number of employees remained at the same level as in 2023, and the reported increase in staff costs is a result of a necessary wage corrections due to inflation carried out at the beginning of 2024. Considering the aforementioned, staff costs increased

from EUR 1,002 to EUR 1,053 thousand (EUR +50 thousand or +5%). Depreciation increased by EUR +10 thousand or +5% (from EUR 208 to EUR 218 thousand).

Figure 9: Other operating expenses structure

Other operating expenses at the end of 2024 amounted to EUR 947 thousand, representing an increase of EUR +105 thousand or +13% (2023: EUR 841 thousand). Among them, the most significant is the increase in other costs from EUR 86 to EUR 110 thousand (EUR +24 thousand or +28%) which have increased their share in other operating expenses from 25% in 2023 to 30% in 2024. The increase in other costs in 2024 was affected by the executed write-off of intangible assets in the amount of EUR 31.5 thousand.

1.4.3         Net profit for the period

In 2024, the net profit for the period amounted to EUR 38.5 thousand; decreasing by EUR -98 thousand or -72% compared to the previous year when net profit amounted to EUR 138 thousand. Along with stronger operating revenues (+8%), financial revenues recorded a significant decrease (-60%) resulting in a lower net result compared to 2023. In 2024, the Company continued increasing revenues from other bases, such as revenues from assigning and administering LEIs which amounted to EUR 76 thousand, revenues from education which amounted to EUR 115 thousand and revenues from related parties amounting to EUR 57 thousand. At the end of 2024, total comprehensive income of the Company amounted to EUR 38.5 thousand, representing a decrease by EUR -190 thousand or -83% compared to 2023 (2023: EUR 228 thousand).

Operating profit before interest, taxes, depreciation and amortization increased compared to the previous year (EUR +4.5 thousand) and in 2024 amounted to EUR 178.5 thousand.

 

Figure 10: Net profit for the year and EBITDA

1.4.4         The Company’s Assets

As of 31 December 2024, the total assets of the Company amounted to EUR 6,922 thousand, which is -0.1 % less than on the last day of 2023.

Table 3: Balance Sheet on 31 December

The structure of the balance sheet has changed slightly compared to 2023. On the assets side, non-current assets decreased their share in the total assets, while on the liabilities side the share of long- term obligations decreased, and the share of short-term liabilities increased.

Figure 11: Assets and Liabilities Structure

1.5              Significant events after the end of the financial year

In the first quarter of 2025, the Company continued its successful business operations from the end of the previous year, primarily based on higher market turnovers. Due to the financial results achieved in 2024, the successful beginning of 2025, and the projections for the remainder of 2025, the Company’s Management Board believes that the unlimited continuation of business is not threatened.

The Company, like all other business entities, is prone to risks related to the increase of prices of goods and services, and as such is aware of the increased risks caused by inflation which might continue in the future period, although current economic indicators and forecasts point to the inflation rate slowing down significantly. The long-term effects may affect business volume, cash flows and profitability.

Regardless of the aforementioned, on the date of publishing of these financial reports, the Company continues to meet all of its obligations, is highly capitalized and has significant free assets at its disposal, and the Management Board, therefore, applies the principle of indefinite operations as an accounting basis for the preparation of financial statements.

1.6              Expected development of the Company

In 2024, the Company will continue to focus on raising Corporate Governance and reporting standards on the regulated market. The Company will also focus on greater promotion of existing issuers, with a focus on the Prime Market. If applicable by regulatory framework in the future, the Company intends to update the existing market segmentation in order to highlight ESG listings, as well as tourism shares.

In 2025, The Company will focus on preparing the issuers for non-financial reporting requirements, which will come into force for all listed companies over the period of next two years, by supporting issuers and planning an ESG index in the future.

The Company will continue to develop internal IT services that will be used by the Zagreb and Ljubljana Stock Exchanges, and thus further reduce the need for external suppliers.

In 2025, The Company will press on with previously initiated projects, placing the greatest emphasis on the projects related to the implementation of new technologies to market activities, completion of the AIR project which aims to provide analyst reports for issuers, and education of market participants regarding green bond listings withing the framework of the MESTRI CE project which is financed by the European union.

The Company will continue efforts in promoting ESG listings and issuer activities.

The Company is involved in a project supported by regional exchanges, where integration models are being considered, with the goal of facilitating investor access to local markets.

During 2025, the Company will also focus on compliance activities for the Digital Operational Resilience Act (DORA) regulation which defines detailed cyber security and risk management requirements for entities in the financial sector. DORA has entered into force in January, 2025.

The Company intends to provide support and cooperate with SKDD CCP d.d. in enabling securities lending and short-selling on the Zagreb Stock Exchange.

The company is the holder or co-holder of several activities planned within the Strategic Framework for the Development of the Capital Market in the Republic of Croatia and the Action Plan, and after its adoption, it will direct its activities toward achieving these goals.

1.7              Research and Development activities

The Company has pressed on with continuous efforts at developing and improving its own service offering and at expanding service provision to the Slovenian market as well.

The ZSE IT department has been working on updates for the Ljubljana Stock Exchange’s webpages, which will allow users and visitors a more streamlined view of relevant information and services related to the capital market. Zagreb Stock Exchange thus further strengthened its position as the leading

trading service provider for the entire Zagreb Stock Exchange Group, actively reducing costs and dependence on external service providers.

By the end of 2024, the Company successfully completed the implementation of two new trading system releases and other infrastructure optimization activities.

1.8              Information on repurchase of own shares

On December 31, 2024, the Exchange owns a total of 8,369 of own shares, which make up for 0.3611% of the Exchange’s total issued share capital.

1.9              Subsidiaries of the Company

Figure 12: Subsidiaries of the Company

On 30 December 2015, the Zagreb Stock Exchange took over a 100% participation in company Ljubljana Stock Exchange Inc. The issued share capital of Ljubljana Stock Exchange on 31 December 2024 is EUR 1,401,000, and the Zagreb Stock Exchange participates with 100%. Ivana Gažić, President of the Management Board of the Zagreb Stock Exchange, is the President of the Supervisory Board of the Ljubljana Stock Exchange, and the members of the Supervisory Board as of 31 December 2024 are Tomislav Gračan, Member of the Management Board of the Zagreb Stock Exchange, and Matko Maravić, Member of the Supervisory Board of the Zagreb Stock Exchange.

SEE Link LLC., is a company seated in Skopje established by the Bulgarian, Macedonian and Zagreb Stock Exchanges in May 2014 with the aim of setting up the regional infrastructure for trading in securities listed in those three exchanges, holding equal equity participations. The issued share capital of SEE LINK is 80,000 EUR and Zagreb Stock Exchange participates with 33.33%. Manyu Moravenov, Executive Director of the Bulgarian Stock Exchange, is the President of the Supervisory Board of SEE Link. Ivana Gažić, President of the Management Board of the Zagreb Stock Exchange, and Ivan Steriev,

President of the Management Board of the Macedonian Stock Exchange, are members of the Supervisory Board of SEE Link.

Funderbeam South-East Europe d.o.o. is a company that the Zagreb Stock Exchange founded in 2016 together with company Funderbeam Ventures OÜ. The issued share capital of the company is HRK 244,000, and the Exchage participates with 30%.

Macedonian Stock Exchange, Inc., a company seated in Skopje. The issued share capital of Macedonian Stock Exchange amounts to EUR 1,695,029.03, in which the Zagreb Stock Exchange, Inc. holds a total of 837 shares, i.e., 29.98% of the issued share capital. Ivana Gažić, president of the Management Board of Zagreb Stock Exchange, is a member of the Supervisory Board of the Macedonian Stock Exchange.

Adria Digital Exchange LLC., a company seated in Zagreb, founded in 2023 with the goal of detailed analysis and development of potential for trading and managing of virtual assets. The share capital of the company is EUR 215,000, in which the Zagreb Stock Exchange, Inc. participates with 24%.

Central Depository & Clearing Company, Inc., seated in Zagreb. The issued share capital of the company amounts to EUR 12,545,620, in which the Zagreb Stock Exchange, Inc. holds a total of 1,259 shares, i.e., 1.27 % of the issued share capital.

EuroCPT B.V., a company seated in Amsterdam, founded in 2023 with the goal of supplying consolidated trading data in the European Union. The share capital of the company is EUR 99.53, in which the Zagreb Stock Exchange, Inc. participates with 0.05%.

1.10          Financial instruments

The Company is fully funded by its own capital. The financial instruments the Company invests in are investment funds (money market and bond funds) and bank deposits.

1.11          Business operation risks

Business operation risks are detailed in the notes to the financial statements (Note 23).

1.12          Zagreb Stock Exchange in 2024

In 2024, the orderbook turnover amounted to EUR 354 million, +10% more than in 2023, while the orderbook turnover reached an impressive EUR 459 million (+24% more than in 2023). From the total orderbook turnover in 2024, shares turnover amounted to EUR 299 million which is an increase of +10% (2023: EUR 267 million), bond turnover amounted to EUR 29 million decreasing by -27% (2023: EUR 39 million), while ETF turnover increased by +62% and amounted to EUR 26 million (2023: EUR 16 million). The equity block turnover amounted to EUR 91.5 million which is an increase by +143% compared to 2023 (2023: EUR 38 million). Debt block turnover also increased, and amounted to EUR 13.5 million (2023: EUR 12 million). Money market instruments turnover amounted to nearly EUR 5 million in 2024, while it was not recorded in previous years.  

Table 13: ZSE securities turnover

Figure 13: ZSE turnover by type of security

The market value measured by market capitalization as of 31 December 2024 has increased by EUR +9.5 billion compared to the end of 2023. The equity market capitalization increased by EUR +6 billion or +26.3% in total, with the market capitalization of the Prime Market increasing by +17%, the Official Market by +11.5%, and the Regular Market by +41%. The market capitalization of bonds increased by +4.3%, while the market capitalization of ETFs increased by an impressive +211%. The market capitalization of money market instruments on the last day of the reporting period amounted to EUR 2.7 billion.

		2023	2024	change	2023	2024	change
		Market Capitalization (EUR)			Number of listed securities
Shares		22,921,642,696	28,948,929,132	26.3%	87	78	-10.3%
Prime market		4,872,990,193	5,708,623,214	17.1%	6	6	0.0%
Official market		7,560,463,836	8,428,132,466	11.5%	20	18	-10.0%
Regular market		10,488,188,667	14,812,173,452	41.2%	61	54	-11.5%
Bonds		17,879,846,903	18,645,875,866	4.3%	31	31	0.0%
Money market instruments		/	2,680,910,250	/	7	4	-42.9%
ETFs	23,581,647		73,359,124	211.1%	4	5	25.0%
TOTAL		40,825,071,246	50,349,074,371	23.3%	129	118	-8.5%

Table 5: Market Capitalization and number of listed securities

Compared to 31 December 2023, at the end of 2024, a total of seven shares less were listed on the Regular Market, two shares less were listed on the Official Market, while the number of shares listed on the Prime Market remained unchanged.

Figure 14: Equity Market Capitalization and number of stocks listed

Nearly all equity indices recorded growth compared to 2023. The strongest increase was that of CROBEXindustrija (+39%), followed by CROBEX10tr (+33%) and CROBEXtr (+30%). The regional index ADRIAprime increased by a significant +28%, while the bond index CROBIStr increased by +6.5%, and CROBIS by +3.9%.

Index	31.12.2023.	31.12.2024.	change	Turnover (EUR) 2023	Turnover (EUR) 2024	change
CROBEX	2.533,92	3.191,15	25.94%	161,115,248	177,409,357	10.1%
CROBEXtr	1.881,34	2.452,75	30.37%	161,115,248	177,409,357	10.1%
CROBEX10	1.548,60	2.002,72	29.32%	129,541,227	130,098,247	0.4%
CROBEX10tr	1.683,53	2.246,76	33.46%	129,541,227	130,098,247	0.4%
CROBEXprime	1.622,76	1.835,32	13.10%	75,634,574	65,959,742	-12.8%
CROBEXplus	1.789,63	2.008,40	12.22%	161,703,674	171,761,513	6.2%
CROBEXindustrija	1.636,40	2.275,49	39.05%	24,297,768	59,201,687	143.7%
CROBEXkonstrukt	523,32	663,50	26.79%	2,320,028	5,434,864	134.3%
CROBEXnutris	931,64	878,22	-5.73%	35,429,673	29,037,609	-18.0%
CROBEXtransport	1.497,91	1.229,64	-17.91%	15,721,887	6,003,550	-61.8%
CROBEXturist	4.114,36	4.107,87	-0.16%	26,219,516	21,804,187	-16.8%
CROBIS	95,87	99,68	3.97%	543,408,644	629,509,313	15.84%
CROBIStr	171,44	182,59	6.50%	543,408,644	629,509,313	15.84%
ADRIAprime	1.724,76	2.208,70	28.06%	\	\	\

Table 6: Indices - value and turnover

The most traded share in 2024 was that of Hrvatski telekom d.d., followed closely by Končar d.d., Podravka d.d., Ericsson Nikola Tesla d.d., and Končar – Distributivni i Specijalni Transformatori d.d. The first five most liquid shares make up of 45.7% of total share turnover, and 29% of the total orderbook turnover of Zagreb Stock Exchange in 2024.

Table 7: Turnover of the 5 most liquid shares in 2024

At the end of 2024, the Exchange had 12 members, and the top five members of the Exchange with the highest turnover in 2024 are listed in the following table:

Table 8: Top 5 members of the Stock Exchange in 2024

The turnover of the first five members of the Exchange accounts for 74% of the total turnover.

1.   

2.   

3.   

1.   

2.   

3.   

1   

2   

3   

1   

2   

3   

1.12.1     Support for members

The Zagreb Stock Exchange regularly provides support to member firms regarding the Exchange trading process. This includes both configuring and testing of the trading system itself, and the preparation of various support applications used for trading. In that respect, the Exchange actively communicates with member firms during the implementation of new trading system functionalities and other changes which might reflect on the members’ business. It focuses especially on own member-side applications, developed using the FIX (a Vienna Stock Exchange version – CEESEG FIX) protocol interface. In cooperation with the Vienna Stock Exchange, the Exchange provides support to member firms when developing their own applications and conducts initial certification of their software solutions.

The Exchange also provides other forms of technical support and, for that purpose, it has made available a dedicated collaboration website (http://it.zse.hr) for users to submit their support requests directly to the Information and Technology Development Department.

1.12.2     Support for issuers

Zagreb Stock Exchange offers advisory and professional support to all issuers listed on the Regulated or Progress market, and works closely with issuers regarding their compliance with the provisions of the Capital Market Act, EU Directive 596/2014, the Rules of the Exchange and other regulations. The Exchange also monitors if issuers and their listed securities meet the conditions for listing on the Regulated Market, and if the issuers meet their obligations defined in the Rules of the Exchange.

Every year, the Exchange organizes a joint education for the issuers on the Regulated Market in co-operation with the Croatian Financial Services Supervisory Agency and the Central Depository and Clearing Company. Participation in the education is free, and is highly recommended to all issuers since it covers trending topics on the capital market.

The Exchange licenses authorized advisors on the Progress Market and monitors the entire application process for trade listing on the Progress Market. It also handles trade supervision and ensures that issuers meet their obligations towards the Exchange after they have listed on the Progress Market.

The Zagreb Stock Exchange strategy, among other things, includes continuous education of issuers in order to increase the level of transparency and corporate governance in all market segments, especially following the significant change to the Exchange Rules in December 2019, regarding the supervising of issuers in terms of fulfilling post-listing obligations. It is estimated that the changes to the Rules played a significant role in the raising the quality and timeliness of reporting on the Regulated market.

1.13          Internal controls and risk management system

Zagreb Stock Exchange internal controls system consists of procedures and processes for monitoring of business efficiency, financial reporting reliability and legal compliance.

All employees, including the Management and Supervisory Board, are included in internal controls system enforcement.

The Exchange enforces the internal controls system through two independent control functions: compliance with the relevant regulations function and internal audit function.

These control functions process and monitor the work of all organizational units, company activities and support services in their internal documents.

Risk management is a set of procedures and methods for determining, measuring, assessing, controlling and monitoring risks and also reporting on the risks to which the Exchange is or might be exposed in its operations.

The Exchange has adopted the following procedures related to risk management:

−         Risk management policy,

−         Conflict of interest policy,

−         Information system risk management,

−         Strategy for digital operational resilience,

−         Change management policy,

−         Business continuity policy,

−         Self-assessment procedure for compliance with Art. 48. MIFID II,

−         The procedure for admission to membership and termination of membership, which contains the annual evaluation of the members of the Exchange,

−         Service agreements management procedure.

−         Crisis management procedure.

The internal auditor, Antares revizija d.o.o., compiles the following documents:

−         Strategic internal audit plan,

−         Annual internal audit plan.

In order to successfully manage risks that affect completion of Company’s objectives, the Company assesses risks by identifying and analyzing them.

Considering the Company’s determined objectives and defined core processes, the Exchange has identified and determined risks that could influence the company’s business processes. List of risks doesn’t encompass all risks but only those on higher level. Other, more detailed risks (lower-level risks) are identified during the internal audit of business processes.

The risks are grouped by those that influence the Exchange’s organizational units that perform specific business processes within the company and by other risks that are connected with the Exchange’s business in general.

Considering the previously defined company’s core business processes and determined risks, the Exchange has adopted Risk assessment with regard to their impact on business processes.

Risk assessment encompasses every process’s inherent risk and during the assessment, the very nature of those processes and best practice were taken into consideration.

 

Based on the risk assessment results, main areas that will be covered by internal audit procedures and measures that will prevent the occurrence of risky events have been established.

Risk monitoring is not separated and entrusted to Company’s independent organizational unit, but to one or more Company’s departments, depending on the type of risk. Therefore, every employee of the Exchange is included in Company’s risk management.

Each organizational unit, depending on the identified risks and risk management system, is in charge of risk monitoring and cooperation with other organizational units, especially with the Management Board who makes decisions on individual risk management and its control.

By the Digital Operational Resilience Act (DORA) entering into force, the Company executed significant updates to the existing risk policies and internal procedures, ensuring compliance with the new regulatory framework.

In addition, two mutually independent control functions are involved in Company’s risk management system: compliance with relevant regulations function (Compliance Department within the Sector of Legal and General Affairs) and internal audit performed by the independent company Antares revizija d.o.o.

2   Report on the application of the Corporate Governance Code

Pursuant to provision of Article 272, paragraph, in conjunction with provision of Article 250a, paragraph 4 of the Companies Act (Official Gazette no. 111/93, 34/99, 52/00, 118/03, 107/07, 148/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22, 114/22, 18/23, 130/23 and 136/24; hereinafter: CA) and provision of Article 25 of the Accounting Act (Official Gazette no. 85/24 and 145/24, hereinafter: AA), the Management Board of company ZAGREB STOCK EXCHANGE Inc., Zagreb, Ivana Lučića 2a (hereinafter: the Company), on 28 April 2025, issued the following 

REPORT

on the application of the Corporate Governance Code

1.         The Company implements the Corporate Governance Code prescribed by the Croatian Financial Services Supervisory Agency and the Zagreb Stock Exchange Inc. Zagreb. The Code is published in Zagreb Stock Exchange website, www.zse.hr.

2.         In financial year 2024, the Company essentially complied with and implemented recommendations established by the Code, publishing all information as envisaged by the positive regulations as well as information that are in the interest of Company’s shareholders. Detailed explanations regarding minor deviations from the recommendations of the Code are presented by the Company in the Annual Questionnaire that is provided, and published on the Company website.

3.         In accordance with Code requests, and pursuant to provisions of the Companies Act and Capital Market Act (Official Gazette no. 65/18, 17/20, 83/21, 151/22, 85/24; hereinafter: CMA), the Supervisory Board conducts internal supervision of the Company by conducting regular controls of prepared reports. Members of the Supervisory Board receive on regular basis detailed information on management and work of the Company. All issues under the competence of the Supervisory Board, as prescribed by the CA, CMA and Articles of Association of the Company, are discussed and decided upon in the Supervisory Board meetings. Supervisory Board Report is part of the Company's Annual Report presented to the General Assembly. In addition, the Supervisory Board performs internal controls and supervision through Audit Board that provides expert support to the Supervisory Board and the Management Board in the efficient execution of obligations relating to corporate governance, risk management, financial reporting and control of the Company. The Management Board is bound to monitor that the Company keeps business books and other books and business documents, prepares book-keeping documents, provides realistic assessments of the assets and liabilities, drafts financial and other reports in accordance with accounting regulations and standards and applicable laws and regulations. 

4.         Top ten shareholders on 31 December 2024:

Pursuant to the Articles of Association of the Company, shareholder's voting rights are not limited to a certain percentage or number of votes, and there are no time limitations for acquisition of voting rights. Each ordinary share provides a right to one vote in the General Assembly.

Rights and obligations of the Company deriving from the acquisition of own shares are met in accordance with the provision of the CA.

On December 31, 2024, the Company owns a total of 8,369 of own shares, which make up for 0.3611% of the Company’s total issued share capital.

5.         Management Board of the Company consists of two members. Mrs Ivana Gažić performs duties of the President of the Management Board, and Mr Tomislav Gračan performs duties of the member of the Management Board.

The Management Board runs Company business operations in line with the Articles of Association and legal regulations.

The Management Board is appointed and dismissed by the Supervisory Board that on 31 December 2024 consists of the following members:

·        Matko Maravić, president

·        Tomislav Jakšić, deputy president

·        Dražen Čović

·        Bente Avnung Landsnes

·        Silvije Orsag

·        Ivan Sardelić

·        Vedrana Jelušić Kašić

Activities of the Supervisory Board in 2024 included:

·       Adoption of the consolidated and unconsolidated quarterly, biannual and annual financial reports of the Company,

·       Approving of amendments to the Company's Rules of procedure and other strategic documents,

·       Receiving information from the Management Board of the Company and the Group's subsidiaries

·       Electing the vice-president of the Supervisory Board, members of the Audit, Strategy and Remuneration Committees,

·       Deciding on the date, agenda and proposals of resolutions of the Company's General Assembly,

·       Approving the annual Code of Corporate Governance Questionnaire

·       Adopting the yearly Internal Audit Plan,

·       Deciding on suitability of the members of the Management Board

·       Approving the Company's Business Plan and Budget

·       Determining of the full text of the Company's Articles of Association

During 2024, the Supervisory Board held a total of six meetings, attended by members:

·       Matko Maravić, president (80%)

• Tomislav Jakšić, vice president (100%)
• Dražen Čović (80%)
• Bente Avnung Landsnes (100%)
• Silvije Orsag (100%)
• Ivan Sardelić (100%)
• Vedrana Jelušić Kašić (80%)

The composition of the the Management and Supervisory Boards in 2024 includes members of different genders, age, profiles and experience in order to ensure diverse perspectives in decision-making. The Company intends to bring to attention the need to increase the number of women in the Supervisory Board in the future.

6.         There are several boards / committees of the Supervisory Board in the Company which provides expert support to the Supervisory Board and the Management board. The members of these boards / committees are appointed and recalled by the Supervisory Board.

The Supervisory Board has established the Audit Committee composed of three members, namely:

• Matko Maravić,
• Ivan Sardelić,
• Silvije Orsag.

Activities of the Audit Committee in 2024 included:

·       Detailed analysis of the Company's consolidated and unconsolidated quarterly, biannual and annual financial reports,

·       Supervision of the Company's expenses,

·       Supervision of the audit of the annual financial reports for 2023,

·       Issuing recommendations to the Supervisory Board in regards to the choice of the Company's auditor,

·       Issuing an opinion in regards to the Strategic and yearly Internal Audit plan.

During 2024, the Audit Committee held a total of three meetings, attended fully by all members.

The Supervisory Board has established Remuneration Committee composed of three members, namely:

• Matko Maravić,
• Tomislav Jakšić,
• Bente Avnung Landsnes.

Activities of the Remuneration Committee in 2024 included:

·       Supporting the Supervisory Board in the procedure of proposing a reward policy for the members of the Management Board,

·       Proposing objective criterion to accurately assess business success which forms a base for the reward policy for the members of the Management Board,

·       Issuing a proposal to the Supervisory Board regarding the reward amounts for the Management Board following the adoption of the annual financial reports,

·       Issuing an opinion to the Supervisory Board regarding the Management Board’s proposal for reward payment to the Company’s employees.

During 2024, the Remuneration Committee held one meeting, attended fully by all members.

The Supervisory Board has established Strategy Committee composed of three members, namely:

• Matko Maravić,
• Bente Avnung Landsnes,
• Silvije Orsag.

Activities of the Strategy Committee in 2024 included:

·       Supporting the Management Board in development, implementation and realization of strategic goals and the Company’s strategy in general,

·       Assessment, consideration and revision of the Company’s key strategic determinants,

·       Construction of the proposals of the Supervisory Board for adoption of the Company’s strategic goals

·       Supervision of the implementation and/or realization of the set strategic goals of the Company and regular reporting to the Management and Supervisory Boards.

During 2024, the Strategy Committee held one meeting, attended by all members.

The Supervisory Board has established Nomination Committee composed of three members, namely:

• Tomislav Jakšić,

• Silvije Orsag,
• Bente Avnung Landsnes.

Activities of the Nomination Committee in 2024 included:

·       carrying out the procedure of initial, regular and extraordinary assessment of the suitability of candidates for members of the Exchange's Management Board and Supervisory Board, and collective assessment of the Exchange's Management Board and Supervisory Board;

·       identification and recommendation of candidates for filling positions in the Company's Management Board and Supervisory Board,

·       assessment of the balance of knowledge, skills, diversity and experience of the members of the Management Board and Supervisory Board of the Company;

·       the decision on the goal for the representation of the underrepresented gender in the Management Board and the Supervisory Board of the Exchange and the preparation of a policy on how to increase the number of representatives of the underrepresented gender in the Management Board and the Supervisory Board of the Company;

·       regular evaluation of the structure, size, composition and performance of the Company's Management Board and Supervisory Board;

·       regular evaluation of the knowledge, skills and experience of individual members of the Management Board and the Supervisory Board as a whole and reporting to the Management Board and the Supervisory Board of the Company.

During 2024, the Nomination Committee held a total of two meetings, attended fully by all members of the Committee.

7.       Report of the Supervisory Board on the supervision of the management of the Company's affairs in 2024

In 2024, the Supervisory Board of the Zagreb Stock Exchange (hereinafter: the Stock Exchange and/or the Company) held a total of six (6) sessions on the following dates: February 27, April 29, July 2, July 24, October 29, and December 11, 2024. At the meetings of the Supervisory Board, the entire business of the company was considered, which includes current and preventive supervision.

Members of the Company's Management Board also participated in the sessions of the Supervisory Board, presenting individual business areas and providing the necessary clarifications to the Supervisory Board. In this regard, the Supervisory Board assesses its cooperation with the Management Board as very successful.

During the supervision, the Supervisory Board paid particular attention to the examination of the legality of the business, both in the part of acting in accordance with the valid legal framework, and in relation to acting in accordance with the provisions of the Company's Articles of association.

The Supervisory Board adopted all reports of the Management Board submitted during 2024, and concludes that the achieved results are within the expectations and in accordance with the current economic environment.

The Supervisory Board points out that according to the current knowledge and based on the data provided, the business data presented corresponds to the status of the Company shown in the business books of the Exchange, as well as that they represent an objective, complete and true presentation of the Company's assets and liabilities.

The Supervisory Board fully and unreservedly accepts the conclusion of the Management Board that the preparation of financial statements based on the principle of going concern is appropriate.

Pursuant to provisions of Article 250a, paragraph 4 and Article 272, paragraph of the CA, and Article 25 of the AA, this Report is a special section and integral part of the Company's Annual Report for 2024.

Responsibilities of the Management Board for the Annual report

The Management Board of the Company is required to prepare financial statements for each financial year, which give a true and fair view of the financial position of the Company and of the results of its operations and cash flows, in accordance with International Financial Reporting Standards as adopted by the European Union. The Management Board is responsible for implementing and maintaining proper accounting records relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

The Management Board has general responsibility for taking such steps as are reasonably available to it to safeguard the assets of the Company and to prevent and detect fraud and other irregularities. 

The Management Board is responsible for selecting suitable accounting policies to conform to applicable accounting standards and then applying them consistently; making judgments and estimates that are reasonable and prudent; and preparing the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Management Board is also responsible for the preparation and content of the Management report and the Report of implementation of the Corporate Governance Code, as required by the Croatian Accounting Act (Official Gazette 85/24 i 145/24), and the rest of other information (together “other information”).

The Management Board is responsible for the submission of the Annual report to the Supervisory Board which includes the financial statements and other information for acceptance, following which the Supervisory Board is required to consider, and if appropriate approve the annual financial statements for submission to the General Assembly for adoption.

The financial statements as presented on pages 40 – 81 and other information as presented on pages 3 – 31 are approved by the Management Board on April 28, 2025 and are signed and verified for submission to the Supervisory Board.

Signed on behalf of the Zagreb Stock Exchange, Inc.:

                                                                                                                               

Ivana Gažić		Tomislav Gračan
President of the Management Board		Member of the Management Board

Unconsolidated statement of comprehensive income

	Note		2024		2023
Profit and loss account			EUR		EUR
Sales revenue	4		1,375,336		1,299,319
Other operating income	5		802,604		718,425
Staff costs	6		(1,052,614)		(1,002,235)
Depreciation and amortization	10,11, 12		(217,806)		(207,741)
Other operating costs	7		(946,801)		(841,487)
Profit (loss) from operations			(39,281)		(33,719)
Financial income	8		62,071		155,601
Financial expenses	8		(7,252)		(10,260)
Net gains/(losses) from fair value from financial assets through profit and loss	8		24,119		26,533
Net foreign exchange gain/(loss)	8		(98)		(122)
Net financial income (expenses)			78,840		171,752
Profit before tax			39,559		138,033
Income tax expense	9		(1,098)		(1,830)
Profit for the year			38,461		136,203
Other comprehensive income, net of income taxes
Items that cannot be reclassified to income statement
Changes in the fair value of equity investments at fair value through other comprehensive income	14		-		112,040
Tax on other comprehensive income	9		-		(20,168)
Total comprehensive income for the year			38,461		228,075
Basic and diluted earnings per share	21		0.02		0.06

The accounting policies and other notes form an integral part of these separate financial statements.

Unconsolidated statement of financial position

	Note		31.12.2024		31.12.2023
			EUR		EUR
Assets
Non-current assets
Equipment	10		183,130		166,323
Intangible asset	11		118,368		197,756
Right-of-use assets	12		132,511		232,515
Investment in subsidiary	13		2,538,382		2,538,382
Investment in associates and joint venture	14		1,344,123		1,262,599
Financial assets at fair value through other comprehensive income	15 a		149,093		145,916
Long term deposits	19		33,166		33,166
Loans given to related parties	18		-		27,381
Total non-current assets			4,498,773		4,604,038
Current assets
Trade receivables and other assets	16		313,569		334,437
Contract assets	5a		68,000		-
Financial assets at fair value through profit or loss	15b		856,525		736,505
Short-term deposits	19		953,613		1,126,162
Cash and cash equivalents	17		96,887		114,249
Prepaid expenses			134,907		13,629
Total current assets			2,423,501		2,324,982
Total assets			6,922,274		6,929,020

The accounting policies and other notes form an integral part of these separate financial statements.