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JADRAN d.d.

Bana Jelačića 16, Crikvenica

CONSOLIDATED ANNUAL REPORT OF THE GROUP

FOR 2021

Contents

Page

Independent Auditor’s Report

1 - 7

Statement of the Management Board's responsibilities

8

Consolidated statement of comprehensive income

10

Consolidated statement of financial position

11 - 12

Consolidated statement of changes in equity

13

Consolidated statement of cash flows

14

Notes to the consolidated financial statements

15 - 57

Consolidated Management Report

58 - 72

Corporate Governance Statement

73 - 75

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JADRAN d.d.

Statement of the Management Board's responsibilities

Pursuant to the Croatian Accounting Act in force, the Management Board is responsible for ensuring that consolidated financial statements are prepared for each financial year in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union, in order to give a true and fair view of the financial position and operating results of Jadran d.d. and its subsidiaries (hereinafter jointly: the Group). After making enquiries, the Management Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Management Board of the Group has prepared the annual consolidated financial statements under the going concern assumption.

In preparing the annual consolidated financial statements the responsibilities of the Group’s Management Board include ensuring that:

suitable accounting policies are selected and then applied consistently, in accordance with applicable financial reporting standards;

judgements and estimates are reasonable and prudent;

applicable accounting standards are followed; subject to any material departures disclosed and explained in the consolidated financial statements; and

the annual consolidated financial statements are prepared on a going concern basis unless this assumption is inappropriate.

The Management Board is responsible for keeping proper accounting records, which disclose with reasonable accuracy at any time the financial position, operating results, changes in equity and cash flows of the Group and must also ensure that the financial statements comply with the Croatian Accounting Act in force and International Financial Reporting Standards. The Management Board is also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Moreover, in accordance with the Accounting Act, the Management Board is obliged to prepare a consolidated Annual Report comprising the consolidated financial statements, the consolidated Management Report and the Corporate Governance Statement. The consolidated Management Report was prepared in line with the requirements of Article 21 and 24 of the Croatian Accounting Act, and the Corporate Governance Statement in line with the requirements of Article 22 of the Croatian Accounting Act.

Furthermore, in accordance with Commission Delegated Regulation (EU) 2018/815 of 17 December 2018 supplementing Directive 2004/109/ EC of the European Parliament and of the Council with regard to regulatory technical standards on the specification of the single electronic reporting format ("ESEF Regulation"), the Management Board is obliged to prepare and publish the consolidated Annual Report in XHTML format and to tag the annual financial statements prepared in accordance with IFRS in XHTML format using XBRL tags and tag the notes to the annual financial statements as a text block to meet the requirements of Article 462 of the Capital Market Act.

The Annual Report was authorised for issue by the Management Board on 28 April 2022.

Izrezak

Slika 2

JADRAN joint stock company for hotel management and tourism

Crikvenica

CONSOLIDATED ANNUAL

FINANCIAL STATEMENTS

FOR 2021

Consolidated statement of comprehensive income

 Note 2020. 2021.
Revenue6

68.784.751

155.867.039

Other income7

14.881.183

19.434.362

Total operating income

83.665.934

175.301.401

Cost of goods sold

-125.547

-230.502

Cost of materials and supplies8

-15.658.353

-26.881.240

Cost of services9

-21.005.326

-33.677.879

Staff costs10

-35.970.658

-47.351.992

Depreciation and amortisation 17,18, 19, 36

-42.203.003

-53.461.752

Impairment of non-current non-financial assets11

-61.186.538

-

Net gains/(losses) on value adjustment of financial assets12

433.415

14.377

Other operating expenses13

-9.032.128

-10.349.639

Total operating expenses

-184.748.138

-171.938.627

Operating profit/(loss)

-101.082.204

3.362.774

Finance income14

352.812

2.772.696

Finance costs14

-11.894.298

-12.937.571

Net loss from financing activities

-11.541.486

-10.164.875

Loss before tax

-112.623.690

-6.802.101

Income tax15

-

-

Net loss

-112.623.690

-6.802.101

Other comprehensive income

-

-

Total comprehensive loss for the year

-112.623.690

-6.802.101

Loss per share 16

-4,03

-0,24

*The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been authorised and signed by the Management Board.

Consolidated statement of financial position

Note 31.12.2020.31.12.2021.
ASSETS
Non-current assets
Goodwill

1.316.765

1.316.765

Property, plant and equipment17

786.675.164

760.832.893

Intangible assets18

743.198

1.965.576

Investment property19

32.824.106

30.973.238

Financial assets20

-

1.353.918

Other non-current assets

9.530

9.530

Right-of-use assets36

162.919.009

152.718.706

Total non-current assets

984.487.772

949.170.626

Current assets
Inventories21

620.904

895.796

Trade receivables22

1.720.177

16358165

Receivables from the government23

4.364.775

4.170.685

Income tax receivable

2.490.089

1.197.308

Other receivables24

2.199.354

4.785.970

Cash and cash equivalents25

27.640.451

23.256.173

Total current assets

39.035.750

50.664.097

TOTAL ASSETS

1.023.523.522

999.834.723

EQUITY AND LIABILITIES
Capital and reserves
Share capital

482.507.730

482.507.730

Capital reserves

234.210.922

234.210.922

Accumulated loss

-169.098.591

-175.900.692

Total capital and reserves26

547.620.061

540.817.960

Non-current liabilities
Provisions27

484.001

706.347

Liabilities to financial institutions28

143.201.974

215.083.930

Other non-current liabilities29

61.720

61.720

Lease liabilities36

171.617.694

156.689.888

Total non-current liabilities

315.365.389

372.541.885

Current liabilities
Trade payables30

9.809.491

15.476.049

Liabilities for advances, deposits and guarantees31

5.903.974

4.026.409

Liabilities to employees32

4.195.396

7.668.069

Liabilities to the government33

556.842

1.787.889

Liabilities to banks and other financial institutions28

120.832.624

29.720.111

Other current liabilities34

892.228

847.927

Lease liabilities36

17.822.844

26.948.424

Income tax payable

524.673

-

Total current liabilities

160.538.072

86.474.878

Total liabilities

475.903.461

459.016.763

TOTAL EQUITY AND LIABILITIES

1.023.523.522

999.834.723

*The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been authorised and signed by the Management Board.

Consolidated statement of changes in equity

Share (registered)Capital AccumulatedTotal
Notecapital reservesloss
Balance at 1 January 2020

482.507.730

234.210.922

-56.474.901

660.243.751

Comprehensive loss for the year

-

-

-112.623.690

-112.623.690

Balance at 31 December 2020

482.507.730

234.210.922

-169.098.591

547.620.061

Comprehensive loss for the year26

-

-

-6.802.101

-6.802.101

Balance at 31 December 2021

482.507.730

234.210.922

-175.900.692

540.817.960

*The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been authorised and signed by the Management Board.

Consolidated statement of cash flows

Note2020.2021.
Cash flow from operating activities
Loss before tax

-112.623.690

-6.802.101

Depreciation and amortisation17.18, 19, 36

42.203.003

53.461.752

Impairment of non-current non-financial assets11

61.186.538

-

Gains from value adjustment of non-current financial assets

-

-1.000.000

Net loss/(gain) on sale and disposal of non-current assets

306.840

-445.419

Changes in non-current provisions

-5.418

222.346

Interest income14

-19.935

-1.278

Interest expense 14

9.640.989

10.839.083

Net foreign exchange differences

1.839.418

-612.051

Net gains/(losses) on impairment of current financial assets12

-433.415

-14.377

Changes in trade and other receivables

64.359.100

-3.422.312

Changes in inventories

-78.361

-274.892

Decrease in trade and other payables

-31.428.959

7.832.378

Cash flows from operating activities

34.946.110

59.783.129

Interest paid37

-9.150.266

-11.352.164

A. Net cash from operating activities

25.795.844

48.430.965

Cash flow from investing activities
Payments for purchases of non-current tangible and intangible assets

-66.248.764

-43.101.961

Proceeds from sale of non-current tangible and intangible assets

157.500

27.973.446

Interest received

19.935

1.278

Loans granted

-

-353.918

B. Net cash from investing activities

-66.071.329

-15.481.155

Cash flow from financing activities
Proceeds from borrowings 37

75.665.552

-

Repayment of borrowings 37

-30.320.706

-17.973.734

Repayment of lease liabilities37

-685.899

-19.360.354

C. Net cash from financing activities

44.658.947

-37.334.088

Net increase/(decrease) in cash

4.383.462

-4.384.278

Cash and cash equivalents at beginning of period

23.256.989

27.640.451

Cash and cash equivalents at end of period25

27.640.451

23.256.173

*The accompanying notes are an integral part of these consolidated financial statements.

These consolidated financial statements have been authorised and signed by the Management Board.

1. PRINCIPAL ACTIVITY AND GENERAL INFORMATION ABOUT THE COMPANY AND THE GROUP

JADRAN joint stock company for hotel management and tourism, Bana Jelačića 16, Crikvenica (the “Company”) is registered with the Commercial Court in Rijeka under Reg. No. (MBS): 040000817. The Company’s subscribed share capital amounts to HRK 482,507,730. The Company’s authorised representatives are Goran Fabris, Chairman of the Management Board, appointed on 22 May 2018, Ivan Safundžić, Member of the Management Board, appointed on 1 December 2020 and Miroslav Pelko, Member of the Management Board, appointed on 1 September 2021. The Company is represented by the Management Board in such a manner that each Member of the Management Board represents the Company jointly with another member of the Management Board. The Company’s principal activity is the provision of accommodation services in hotels, resorts and campsites, preparation of food and provision of food services, and preparation and serving of drinks and beverages.

In 2021, the average number of the Group’s employees was 320 (2020: 227 employees).

The Jadran Group consists of Jadran d.d., Crikvenica and its subsidiaries Club Adriatic d.o.o. and Stolist d.o.o. (the “Group”) in which Jadran d.d., Crikvenica has a 100% share and voting rights.

The Company's Supervisory Board comprises the following persons:

Goran Hanžek, Chairman of the Supervisory Board

Karlo Došen, Deputy Chairman of the Supervisory Board

Adrian Čajić, Member of the Supervisory Board

Dragan Magaš, Member of the Supervisory Board

Mirko Herceg, Member of the Supervisory Board

2. SIGNIFICANT ACCOUNTING POLICIES

The most significant accounting policies consistently applied in the current year and previous years are set out below:

2.1. Statement of compliance and basis of presentation

The Group’s financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the EU. The financial statements also comply with the Croatian Accounting Act which refers to the IFRSs as adopted by the EU.

The Group's financial statements have been prepared under the accrual basis according to which the transaction effects are recognised when incurred and included in the financial statements for the period to which they relate, and by applying the basic accounting assumption of going concern.

The financial statements have been presented in the Croatian currency, Croatian kuna (“HRK”), which is the Company’s functional currency.

2.2. Critical accounting judgements and key sources of estimation uncertainty

In preparing these financial statements, certain estimates have been used that affect the presentation of the Group’s assets and liabilities, income and expenses and the disclosure of the Group’s contingent liabilities.

Future events and their effects cannot be anticipated with certainty, and therefore actual results may differ from these estimates. The estimates used in the preparation of the financial statements are subject to change as new events occur, as more experience is gained, additional information is obtained and due to the changing environment in which the Group operates.

The key estimates used in the application of accounting policies when preparing consolidated financial statements are disclosed in Note 3 below.

2.3. Going concern and the impact of the Covid-19 pandemic on the Group’s operations

At the beginning of 2021, the operations of the JADRAN group were marked by the COVID-19 pandemic to the same extent and in the same way as during almost the entire year 2020. Various forms of restrictions regarding both travels and events have led to most accommodation capacities remaining closed. Other than the café of International Hotel in Crikvenica, which operated in accordance with existing measures and restrictions, the Garden Palace Resort in Umag was opened on 1 February, and on 1 March, the Esplanade Hotel in Crikvenica reopened after having been closed in early January.

It is important to note that based on the decision of the Management Board of JADRAN d.d. dated 31 December 2020, the Group accommodated residents living in the earthquake-affected areas of Banovina and Glina in the International Hotel, thus helping thirty families until mid-March 2021.

In the second quarter of 2021, the Group still operated under the strong impact of the COVID-19 pandemic. However, given the many efforts made both at the global and local levels to bring the pandemic under control, the Group recorded a better business result in that period compared to the same period last year.

Although being faced with all the challenges posed to the Group by the COVID-19 pandemic, business continued in the third quarter with maximum adherence to all epidemiological measures, all for the purpose of protecting the Group’s guests and employees.

In the third quarter of 2021, there was a boost in tourism turnover compared to the same period last year, primarily due to more favourable trends in the expansion of COVID-19 in the Republic of Croatia and the fact that our most important European tourism competitors were in the so-called red zone for most of the third quarter (especially during peak season), which resulted in more tourists travelling to Croatia.

It can be concluded that 2021 was uncertain, challenging and unpredictable for the Group's operations.

In order to protect business continuity and preserve liquidity, the Group has maximally streamlined operating expenses, capital expenditures and control of cash outflows, similar to the previous year:

As agreed with the social partners, it rationalised staff costs by reducing salaries for those employees who do not work and enabling, where possible, employees to work from home one to two days a week.

Capital expenditures were limited to completing the investments started in recent years, completing the range of amenities in some facilities, investments in the beach management segment and continuing the investment cycle to ensure the further growth of the Group.

Other operating expenses are limited to those necessary to maintain business continuity.

Properties were sold in accordance with the previous disinvestment plan in CLUB ADRIATIC d.o.o., which in no way decreased the business potential, i.e. the accommodation capacities of the said company for 2021 were not reduced.

Despite the fact that the Group's operations were extremely challenging in the first half of the year and the future was uncertain and unpredictable at the time, the Group decided to continue the investment cycle. Capital expenditures were limited to completing the investments started in recent years, completing the range of amenities in some facilities, investments in the beach management segment, with liabilities arising from the signed concession agreements, and continuing the investment cycle to ensure the further growth of the Group as well as its future competitiveness.

Of the realised investments, special emphasis should be placed on the final completion of the investment in furnishing the annex buildings of Hotel Slaven with the aim of upgrading the classification from 2 to 3 stars, the purchase of 12 new mobile homes, the development and furnishing of plots and a supermarket at the Selce campsite, the beginning of investment in the swimming pool complex at Hotel Omorika as well as the development and furnishing of the Hotel Alem annex buildings.

All other operating expenses are limited to those necessary to maintain business continuity.

The Group’s cumulative losses as at 31 December 2021 amounted to HRK 175,901 thousand (2020: HRK 169,099 thousand) and current liabilities exceeded total assets by the amount of HRK 35,811 thousand (2020: HRK 121,502 thousand).

The Group has sufficient funds in the account and due to agreed credit facilities is able to ensure the liquidity of the Group. Accordingly, the consolidated financial statements are prepared on the going concern principle.

2.4. Changes in accounting policies and disclosures

2.4.1 New and amended standards adopted by the Group

The Group has applied the following standards and amendments for the first time for its annual reporting period commencing 1 January 2021:

COVID-19-Related Rent Concessions – Amendments to IFRS 16 issued on 28 May 2020 and effective for annual periods beginning on or after 1 June 2020.


2.4.1 New and amended standards adopted by Group (continued)

Effect of Interest rate benchmark reform – phase 2 amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (issued on 27 August 2020 and effective for annual periods beginning on or after 1 January 2021).

The above amendments did not have a significant impact on the Group's current period.

2.4.2 Standards and interpretations not yet adopted:

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2021 reporting periods and have not been early adopted by the Group.

Classification of liabilities as current or non-current - Amendments to IAS 1 (issued on 23 January 2020 and effective for annual periods beginning on or after 1 January 2022). These narrow scope amendments clarify that liabilities are classified as either current or non-current, depending on the rights that exist at the end of the reporting period. Liabilities are non-current if the entity has a substantive right, at the end of the reporting period, to defer settlement for at least twelve months. The guidance no longer requires such a right to be unconditional. Management’s expectations whether they will subsequently exercise the right to defer settlement do not affect classification of liabilities. The right to defer only exists if the entity complies with any relevant conditions as of the end of the reporting period. A liability is classified as current if a condition is breached at or before the reporting date even if a waiver of that condition is obtained from the lender after the end of the reporting period. Conversely, a loan is classified as non-current if a loan covenant is breached only after the reporting date. In addition, the amendments include clarifying the classification requirements for debt a company might settle by converting it into equity. ‘Settlement’ is defined as the extinguishment of a liability with cash, other resources embodying economic benefits or an entity’s own equity instruments. There is an exception for convertible instruments that might be converted into equity, but only for those instruments where the conversion option is classified as an equity instrument as a separate component of a compound financial instrument. The amendment has not yet been endorsed by the European Union. The Group is currently assessing the impact of the amendments on its consolidated financial statements.

Classification of liabilities as current or non-current, deferral of effective date – Amendments to IAS 1 (issued on 15 July 2020 and effective for annual periods beginning on or after 1 January 2023, not yet endorsed by the European Union). The amendment to IAS 1 on classification of liabilities as current or non-current was issued in January 2020 with an original effective date 1 January 2022. However, in response to the Covid-19 pandemic, the effective date was deferred by one year to provide companies with more time to implement classification changes resulting from the amended guidance. The Group is currently assessing the impact of the amendments on its consolidated financial statements.

Proceeds before intended use, Onerous contracts - Cost of fulfilling a contract, Reference to the conceptual framework - narrow-scope amendments to IAS 16, IAS 37 and IFRS 3 and Annual improvements to IFRS Standards 2018-2020 cycle - amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41 (issued on 14 May 2020 and effective for annual periods beginning on or after 1 January 2022).


2.4.2 Standards and interpretations not yet adopted: (continued)

The amendment to IAS 16 prohibits an entity from deducting from the cost of an item of PPE any proceeds received from selling items produced while the entity is preparing the asset for its intended use. The proceeds from selling such items, together with the costs of producing them, are now recognised in profit or loss. An entity will use IAS 2 to measure the cost of those items. Cost will not include depreciation of the asset being tested because it is not ready for its intended use. The amendment to IAS 16 also clarifies that an entity is ‘testing whether the asset is functioning properly’ when it assesses the technical and physical performance of the asset. The financial performance of the asset is not relevant to this assessment. An asset might therefore be capable of operating as intended by management and subject to depreciation before it has achieved the level of operating performance expected by management.

The amendment to IAS 37 clarifies the meaning of ‘costs to fulfil a contract’. The amendment explains that the direct cost of fulfilling a contract comprises the incremental costs of fulfilling that contract; and an allocation of other costs that relate directly to fulfilling. The amendment also clarifies that, before a separate provision for an onerous contract is established, an entity recognises any impairment loss that has occurred on assets used in fulfilling the contract, rather than on assets dedicated to that contract.

IFRS 3 was amended to refer to the 2018 Conceptual Framework for Financial Reporting, in order to determine what constitutes an asset or a liability in a business combination. Prior to the amendment, IFRS 3 referred to the 2001 Conceptual Framework for Financial Reporting. In addition, a new exception in IFRS 3 was added for liabilities and contingent liabilities. The exception specifies that, for some types of liabilities and contingent liabilities, an entity applying IFRS 3 should instead refer to IAS 37 or IFRIC 21, rather than the 2018 Conceptual Framework. Without this new exception, an entity would have recognised some liabilities in a business combination that it would not recognise under IAS 37. Therefore, immediately after the acquisition, the entity would have had to derecognise such liabilities and recognise a gain that did not depict an economic gain. It was also clarified that the acquirer should not recognise contingent assets, as defined in IAS 37, at the acquisition date.

The amendment to IFRS 9 addresses which fees should be included in the 10% test for derecognition of financial liabilities. Costs or fees could be paid to either third parties or the lender. Under the amendment, costs or fees paid to third parties will not be included in the 10% test.

Illustrative Example 13 that accompanies IFRS 16 was amended to remove the illustration of payments from the lessor relating to leasehold improvements. The reason for the amendment is to remove any potential confusion about the treatment of lease incentives.

IFRS 1 allows an exemption if a subsidiary adopts IFRS at a later date than its parent. The subsidiary can measure its assets and liabilities at the carrying amounts that would be included in its parent’s consolidated financial statements, based on the parent’s date of transition to IFRS, if no adjustments were made for consolidation procedures and for the effects of the business combination in which the parent acquired the subsidiary. IFRS 1 was amended to allow entities that have taken this IFRS 1 exemption to also measure cumulative translation differences using the amounts reported by the parent, based on the parent’s date of transition to IFRS. The amendment to IFRS 1 extends the above exemption to cumulative translation differences, in order to reduce costs for first-time adopters. This amendment will also apply to associates and joint ventures that have taken the same IFRS 1 exemption.


2.4.2 Standards and interpretations not yet adopted: (continued)

The requirement for entities to exclude cash flows for taxation when measuring fair value under IAS 41 was removed. This amendment is intended to align with the requirement in the standard to discount cash flows on a post-tax basis. The interpretation has not yet been endorsed by the European Union. The Group is currently assessing the impact of the amendments on its consolidated financial statements.

Covid-19-Related Rent Concessions – Amendments to IFRS 16 (issued on 31 March 2021 and effective for annual periods beginning on or after 1 April 2021). In May 2020 an amendment to IFRS 16 was issued that provided an optional practical expedient for lessees from assessing whether a rent concession related to COVID-19, resulting in a reduction in lease payments due on or before 30 June 2021, was a lease modification. An amendment issued on 31 March 2021 extended the date of the practical expedient from 30 June 2021 to 30 June 2022. The Group is currently assessing the impact of the amendments on its consolidated financial statements.

Unless otherwise described above, the new standards and interpretations are not expected to affect significantly the Group’s consolidated financial statements.

2.5. Property, plant and equipment

Property, plant and equipment are presented in the statement of financial position (balance sheet) at historical cost less accumulated depreciation and accumulated impairment losses. Cost includes the purchase price and all costs directly attributable to bringing the asset to working condition for its intended use. The costs of current maintenance and repairs, replacements and minor investment maintenance are recognised as expense when incurred. The costs of major overhauls and replacements are capitalised.

Gains and losses on the retirement or disposal of property, plant and equipment are presented in profit or loss in the period when incurred.

Property under construction is presented at cost less any impairment losses. Depreciation commences when the assets are ready for their intended use. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

Buildings - buildings made of concrete, metal, stone and brick

20-59 years

Buildings - buildings made of wood and other materials

20-59 years

Campsite infrastructure

20-59 years

Furniture and technological equipment

2-10 years

Transportation vehicles

7 years

Passenger cars

10 years

Office equipment

4-10 years

Equipment - mobile homes

10 years

ICT equipment

5-10 years

Other equipment

2-10 years

Landscaping

10 years


2.6. Intangible assets

Non-current intangible assets include licenses and software and are measured at historical cost less accumulated amortisation and any accumulated impairment losses. Subsequent costs are capitalised only if they increase future economic benefits arising from the asset. All other costs are recognised in profit or loss as incurred.

The amortisation charge is recognised in profit and loss on a straight-line basis over the estimated useful lives of intangible assets, from the date that they are available for use.

Intangible assets are amortised using the straight-line method over a period of 5 years.

2.7. Investment property

Investment property mainly relates to buildings and other business premises within the hotels and campsites and is held to earn long-term rentals or capital appreciation and is not owner-occupied. Investment property is treated as a long-term investment unless it is intended to be sold in the next year and a buyer has been identified in which case it is classified within current assets.

Investment property is carried at historical cost less accumulated depreciation. The depreciation of buildings is calculated using the straight-line method to allocate cost over their estimated useful life.

Subsequent expenditure is capitalised only when it is probable that future economic benefits associated with it will flow to the Group and the cost can be measured reliably. All other repairs and maintenance costs are expensed when incurred. If an investment property becomes owner-occupied, it is reclassified to property, plant and equipment, and its carrying amount at the date of reclassification becomes its deemed cost to be subsequently depreciated.
Income from a lease with the Group as the lessor is recognised in income for the period over the lease term.

2.8. Impairment of non-financial assets

Non-financial assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The Group defined the CGU at the profit centre i.e. accommodation facility level.

Non-financial assets that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date.

2.9.
Financial assets

The business model reflects how the Group manages their assets in order to generate cash flows - regardless whether the Group’s objective is: (i) solely to collect contractual cash flows from the assets (“hold to collect contractual cash flows”) or (ii) to collect both the contractual cash flows and cash flows arising from the sale of assets (“hold to collect contractual cash flows and sell”) or, if neither of (i) and (ii) are applicable, financial assets are classified as part of “other” business model and are measured at fair value through profit or loss.

As at the reporting date, the Group’s financial assets comprise receivables.

Impairment of financial instruments

The measurement of the expected credit loss (ECL) is based on reasonable and supportable information available without undue costs or effort, including information about past events, current and foreseeable future conditions and circumstances. Assessments of expected credit losses are normally based on historical probability of the inability to collect debts, supplemented by future parameters relevant to credit risk.

For trade receivables, a simplified approach to expected credit loss measurement is applied i.e. measurement on a collective basis, depending on the type of customer, and are monitored according to their ageing structure. For example, ageing groups may be defined as follows: not past due, due in 0-90 days, due in 90-180 days, etc. The ageing groups are determined according to the stages of the collection process.

2.10. Inventories

Inventories are carried at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. Net realisable value is the estimated selling price in the ordinary course of business, less costs to sell.

2.11. Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, deposits held at call with banks, and other short-term highly liquid instruments with original maturities of three months or less.

2.12. Borrowings

Borrowings are initially recognised at fair value less transaction costs and subsequently at amortised cost using the effective interest rate method. Interest is recognised as an expense, except in the case of the construction of a qualifying asset, when it is capitalised as part of the asset’s cost.

The effective interest rate method is a method to calculate the amortised cost of a financial liability and allocate interest expenses over the accounting period.

Borrowings are classified based on the agreed maturity as current liabilities, or non-current liabilities if they mature in more than 12 months. If the Group has an unconditional right to defer the settlement of a liability for at least 12 months after the reporting date, such liabilities are classified as non-current liabilities.

The Group derecognises financial liabilities when, and only when, they have been discharged, cancelled or have expired.

2.13.
Trade payables

Trade payables are obligations to pay for goods or services that have been acquired from suppliers in the ordinary course of business. Trade payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

2.14. Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

The current tax liability is based on taxable profit for the year. Taxable profit differs from profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years or non-taxable, i.e. not recognised as expense for income tax purposes. The Group’s current tax liability is calculated using tax rates that have been enacted by the reporting date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences and tax losses can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the tax asset to be recovered. Deferred tax is recognised as an expense or income in profit or loss, except when they relate to items credited or debited directly to equity, in which case the deferred tax is also recognised directly in equity.

2.15. Employee benefits

Pension obligations and post-employment benefits

In the normal course of business through salary deductions, the Group makes payments to mandatory pension funds on behalf of its employees as required by law. All contributions made to the mandatory pension funds are recorded as salary expense when incurred. The Group is not obliged to provide any other post-employment benefits.

Termination benefits

The Group pays one-time termination benefits to its employees at retirement. The liability and costs of such benefits are determined using the projected unit credit method and discounted to their present value based on calculations made at the end of each reporting period, which take into account the assumptions of the number of employees estimated to become entitled to termination benefits at regular retirement, the estimated cost of such termination benefits, and the discount rate defined as the average anticipated rate of return on investment in government bonds. Actuarial gains and losses resulting from experience adjustments and changes in actuarial assumptions are recognised immediately in profit or loss.

2.15.
Employee benefits (continued)

Long-term employee benefits

The Group recognises a liability for long-term employee benefits (jubilee awards) evenly over the period the benefit is earned based on actual years of service. The long-term employee benefit liability is determined annually at the end of each reporting period using assumptions regarding the likely number of staff to whom the benefits will be payable, estimated benefit cost and the discount rate which is determined as the average expected rate of return on investments in government bonds. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised immediately in profit or loss.

2.16. Provisions

Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where the Group expects a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.

2.17. Share capital

The Group’s share capital comprises ordinary shares. The consideration paid for treasury shares purchased, including any directly attributable transaction costs, is deducted from equity attributable to the Group’s shareholders until the shares are withdrawn, reissued or disposed of. When such shares are subsequently disposed of or reissued, any consideration received, net of any directly attributable transaction costs, is included in equity attributable to the Group’s shareholders.

2.18. Revenue recognition

Revenue is income arising in the course of the Group’s ordinary activities. A five-step model used for recognition of revenue from contracts with customers is presented below:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation

Revenue is recognised for each separate contractual performance obligation in the amount of the transaction price. The transaction price is the amount of the consideration in the contract to which the Group expects to be entitled in exchange for transferring control over the promised goods or services to a customer.

The Group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and specific criteria have been met for each of the Group’s activities.


Revenue from provision of services

Revenue from hotel & tourism services is recognised in the period the services are provided.

Lease income

Lease income is generally recognised in the period the services are provided, using a straight-line method over the lease term.

Interest income

Interest income is recognised on a time-proportion basis using the effective interest method.

2.19. Government grants

Government grants are recognised at their fair value where there is reasonable assurance that the grant will be received and the Group and the Company will comply with all attached conditions. A grant receivable as compensation for costs or losses already incurred or for immediate financial support, with no future related costs, are recognised as income in the period in which it is receivable within other operating income - Note 7.

2.20. Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

The Group as the lessor

Rental income from operating leases is recognised on the straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term.

The Group as the lessee

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the commencement date of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance costs and the reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. All other borrowing costs are recognised in gain or loss in the period in which they arise.

At the inception of a contract, the Group assesses whether the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. If the above conditions are met, the contract is considered to be or contain a lease. If the terms and conditions of the contract are changed, the Company shall reassess whether the above conditions are met.

The Group determines the lease term as the non-cancellable period of a lease, together with the periods covered by the option to extend the lease if the lessee is reasonably certain to exercise that option; and the periods covered by the option to terminate the lease if the lessee is reasonably certain not to exercise that option, with the obligation to reassess the above if significant events or a significant change in circumstances arise.


2.20. Leases (continued)

At the commencement date (the date on which the underlying asset is available for use), the Group recognises a right-of-use asset and a lease liability.

The right-of-use assets are measured at cost that comprises: the amount of the initial measurement of the lease liability; any lease payments made at or before the commencement date, less any lease incentives received; any initial direct costs incurred.

After the commencement date, the right-of-use assets are measured using the cost model. Under the cost model, the right-of-use asset is measured at cost: less any accumulated depreciation on a straight-line basis over the period of the lease (3-15 years), and any accumulated impairment losses; and adjusted for any remeasurement of the lease liability.

Lease liabilities at the present value of the lease payments that are not paid by that date. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, the lessee’s incremental borrowing rate is used.

The measurement of lease liabilities includes: fixed payments less any lease incentives receivable; variable lease payments that are based on an index or a rate; amounts expected to be payable by the Group under residual value guarantees; the exercise price of a purchase option if the Group is reasonably certain to exercise that option; payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.

After the commencement date, the lease liability is measured considering any changes in the interest rate, lease payments made and any reassessment or lease modifications.

Short-term leases and leases of low-value assets

The Group has decided to apply the short-term lease exemption recognition (for leases up to 12 months that do not include the purchase option) and leases for which the underlying asset is of low value (up to HRK 30,000). Payments for leases for which the underlying asset is of low value are recognised on a straight-line basis as an expense over the lease term. The Group will consider a short-term lease to be a new lease if there is a lease modification and/or a change to the lease term. These leases mainly relate to photocopier machines and fire extinguishers.

The Group as the lessor

Leases where the Group does not transfer substantially all the risks and rewards of ownership of the asset are classified as operating leases. Lease income is recognised on a straight-line basis over the lease term and included in the statement of comprehensive income due to its operating nature.


2.20. Leases (continued)

Concession arrangements

If investments are made that are expected to last less than one accounting period, then that expense is recognised as expense for the period, and if investments made in the concession area are expected to last longer than one accounting period, they will be capitalised. Investments in the concession area have a limited useful life and are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method to allocate the cost of investments over their estimated useful lives, which is consistent with the remaining life of the concession agreement .

2.21. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings over the period of their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in the period in which they are incurred.

2.22. Foreign currencies

Transactions in currencies other than Croatian kuna are recorded at the exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-translated at the reporting date using the exchange rate prevailing at that date. Gains and losses arising on translation are charged to profit or loss in the period when incurred.

2.23. Earnings (loss) per share

Earnings per share are determined by dividing the profit or loss attributable to equity holders of the Group by the weighted average number of participating shares outstanding during the year.

2.24. Business combinations

Subsidiaries are all entities controlled by the Group. The Group controls the entity when the Group is exposed or is entitled to variable returns from its association with the entity and has the ability to influence those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are de-consolidated from the date that control ceases.

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value as at the acquisition date through comprehensive income.

Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognised in accordance with IFRS 9 either as income or expense or as a change to other comprehensive income. The contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity.

Goodwill is initially measured as the difference between the consideration transferred and the amount of non-controlling interest in the acquiree in relation to the fair value of identified net assets acquired. If this consideration is lower than the fair value of the net assets acquired, the difference is recognised in the statement of comprehensive income. Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.

2.25. Consolidation

Intercompany transactions, balances, income and expenses from transactions with Group entities are eliminated. Gains and losses from intercompany transactions recognised in assets are also eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

2.26. Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments. The chief operating decision-maker is the Group’s Management Board.

2.27. Events after the end of the reporting year

Events after the end of the reporting year providing additional information about the position of the Group as at the date of the financial statements (adjusting events) are reflected in the financial statements. Events that are not adjusting events are disclosed in the notes to the financial statements, if material.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

In applying the accounting policies described in Note 2, Group management has made certain judgements that had a significant impact on the amounts reported in the financial statements (independent of those presented below).

These judgements are detailed in the relevant notes and the most significant ones among them relate to the following:

Estimated useful life of property, plant and equipment

When a significant investment in tourism properties (buildings) occurs, the useful life of buildings or their components is reassessed/reviewed. The useful lives should be periodically revised to reflect any changes in circumstances since the previous assessment. Changes in estimate, if any, will be reflected prospectively in a revised depreciation charge over the remaining, revised useful life.

Analysis of sensitivity to changes in useful lives:

By using a certain asset, the Group uses the economic benefits contained in this asset, which diminish more intensely with economic and technological ageing. Consequently, in the process of determining the useful life of an asset, in addition to assessing the expected physical utilisation, it is necessary to consider the changes in demand on the tourism market, which will cause a faster economic obsolescence as well as a more intense development of new technologies.

In view of the above, business operations in the hotel industry impose the need for more frequent investments, and this circumstance contributes to the fact that the useful life of assets is decreasing.

If the useful lives of property, plant and equipment had been 10% longer/shorter, with all other variables held constant, the net profit for the year would have been HRK 2,413 thousand higher/lower in 2021 (2020: HRK 2,018 thousand), and the net carrying amount of property, plant and equipment would have been HRK 2,942 thousand higher/lower in 2021 (2020: HRK 2,461 thousand).

3.
CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

Impairment of non-current non-financial assets - recoverable amount of property, plant and equipment, investment property and right-of-use assets

1) Property, plant and equipment and investment property

In accordance with the adopted accounting policy, the Group reviews the carrying amounts of non-financial assets (including property, plant and equipment, investment property and right-of-use assets) at least once a year to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The cash-generating unit in the hotel industry/tourism is the accommodation facility. The accounting policy is presented in Note 2.8.

Given the prolonged impact of the COVID-19 pandemic on the Group's operations in 2021 and the absence of operating profit or overall operations in individual cash-generating units, the Group has assessed that there are indicators of impairment of certain categories of non-current non-financial assets and in accordance with IAS 36 made an impairment test of all its cash-generating units i.e. accommodation facilities (own as well as leased facilities).

The recoverable amount is calculated in one of two ways: by calculating the value of assets in use or by calculating the fair value of assets less costs to sell for individual cash-generating units whose value in use determined by the Discounted Cash Flows (DCF) method does not reflect their intrinsic value (taking into account their location and development potential).

The investment cycle started by the Group in 2019 and continued through 2020 and 2021 resulted in an increase in revenue in the facilities covered by new investments. Consequently, the historical approach to allocating administrative costs by revenue of an individual facility in relation to total revenues did not adequately reflect the Group’s new asset structure. In order to optimally allocate the administrative costs of central services, a new method of allocating these costs has been applied, which is based on the number of accommodation units per each facility. By applying the new method of allocating administrative costs of central services, the Group’s total operating result remained unchanged.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining the recoverable amount, management considers key indicators such as revenue growth based on occupancy of facilities, revenue per unit and expected market growth in the hotel industry, etc. The valuations are based on five-year cash flow projections prepared by the Group's management, with the budget for 2022 also approved by the Supervisory Board. For the period after the end of the five-year period, the assumed long-term sustainable growth rate (sustainable growth rate) was applied. Taking into account the significant capital investments in the Group's accommodation units just before the outbreak of the Covid-19 pandemic, the sustainable growth rates used in the valuation represent the maximum value of the projected inflation rates in the Republic of Croatia.


3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

An overview of the assumptions used in the in-use value calculation model is as follows:

Tourism

2023 – 2026

EBITDA margin

17% - 53% (higher profitability rates are assumed for campsites and apartments)

Revenue growth

6% - 13% (depending on the type of accommodation and capital investment)

Discount rate (before tax)

9.4% - 9.6% (depending on the type of the CGU)

Sustainable long-term growth rate

2%

Note: the margin and revenue growth listed in the table above reflect the ranges after returning to the business level after the Covid-19 pandemic (in 2023 or onwards) and depend on the individual facility of different characteristics.

The calculation of fair value less costs to sell is based primarily on the revenue method, and in two cases on the comparative (for land) and cost method. According to the income method, real estate is worth as much as the cash it is able to generate over its lifetime. After determining all income and expenses related to an individual accommodation unit, the net income of all future periods is calculated and discounted at an adequate discount rate in order to obtain the present value of future cash flows. The assumptions used in the income method are the average board price per accommodation unit, the average occupancy rate, the estimated total cost defined as % of GOP and the capitalisation factor.

The following is an overview of the key assumptions in the revenue method used:

Tourism 2022

Average board price (HRK) 43 - 646

Average occupancy rate 18% - 66%

Estimated total cost (% of GOP) 60%

Capitalisation factor 7%

Note: The key assumptions listed in the table above depend on the individual facility of different characteristics.

For accommodation facilities where land represents the most significant part of the estimated value, a comparative method was used, i.e. method of determination based on realised comparable transactions on the real estate market, in accordance with the current state of the respective real estate.

Prepared impairment tests suggest that the recoverable amount of each facility exceeds the net carrying amount of each facility as at 31 December 2021 and, accordingly, there are no indications of impairment.

The Group considered the impact of reasonable changes in key assumptions and identified the following:

if the EBITDA margin rate were to decrease by 100 bps within the projected five-year period, the Group should recognise an impairment in the amount of HRK 2.7 million in its records.

if the growth rate were to decrease by 100 bps within the projected five-year period, the Group should recognise an impairment in the amount of HRK 5.7 million in its records.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES (continued)

if the discount rate were to increase by 50bps, the Group should recognise an impairment in the amount of HRK 16.3 million in its records and

if the terminal growth rate were to decrease by 50bps, the Group should recognise an impairment in the amount of HRK 13.1 million in its records.

2) Right-of-use assets

In 2021, the Group conducted an impairment test for right-of-use assets with respect to the indicators of impairment due to the prolonged effects of the COVID-19 pandemic. A leased accommodation facility was identified as a cash-generating unit.

The recoverable amount of leased accommodation facilities has been determined on the basis of the value in use based on financial projections in the contracted lease term at a discount rate.

For tourism facilities for which the recoverable amount is determined at fair value less costs to assess, based on the assessment of an independent appraiser, the Group has classified them in Level 3 of the fair value hierarchy . The applied valuation methods for these facilities are described above.

The results of this analysis suggest that the recoverable amount of each leased facility exceeds the reported net carrying amount of each facility as at 31 December 2021 and, accordingly, there are no indications of impairment.

Leases

As the interest rate implicit in the lease cannot be readily determined, the Group uses its own incremental borrowing rate of 2.7% (2020: 2.70%) when calculating the lease liability for cash flow discounting purposes.

The Group defines a lease term as a non-cancellable period, together with periods under the lease extension and/or termination option if it is reasonably certain that such option will be exercised (extension) or not exercised (termination).

The Group does not expect to exercise either the lease termination or the extension option, and no potential effects were calculated in relation to these options.

Provisions for legal disputes

The Group is a party to a number of legal disputes arising from the ordinary course of business (Note 35). A provision is made if there is a present obligation resulting from a past event (taking into account all available evidence, including the opinions of legal experts) when it is probable than an outflow of resources will be required to settle the obligation, and the amount of the obligation can be measured reliably. As at 31 December 2021, provisions for legal disputes amounted to HRK 181,000 thousand (31 December 2020: HRK 0, see Note 25).

4.
FINANCIAL INSTRUMENTS

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance. The Group's capital structure consists of share capital, statutory reserves, retained earnings and profit for the year.

Classes of financial instruments

31 December 2020

31 December 2021

Financial assets

Trade receivables

1,720,177

16,358,165

Non-current financial assets

-

1,353,918

Cash and cash equivalents

27,640,451

23,256,173

Total

29,360,628

40,968,256

Financial liabilities

Liabilities to financial institutions

264,034,598

244,804,041

Trade payables

9,809,491

15,476,049

Lease liabilities

189,440,538

183,638,312

Total

463,284,627

443,918,402

Financial risk factors

The Group’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group does not have a formal risk management programme in place, and the overall risk management in respect of these risks is carried out by the Group’s Management Board and management.

Market risk

The Group’s activities primarily expose the Group to the financial risks of changes in foreign currency exchange rates and interest rates (see below). Market risk exposures are supplemented by the sensitivity analysis. There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

4.
FINANCIAL INSTRUMENTS (continued)

Currency risk management

The Group undertakes certain transactions denominated in foreign currencies. Hence, exposures to exchange rate fluctuations arise. The carrying amounts of the Group’s foreign currency denominated monetary assets and monetary liabilities as at the reporting date are as follows:

Assets

Liabilities

31 December 2020

31 December 2021

31 December 2020

31 December 2021

EUR

19,283,686

17,560,362

(454,075,447)

(421,260,716)

Analysis of foreign currency sensitivity

The Group is exposed to foreign currency risk in the event of a change in the euro (EUR) exchange rate. The following table presents an analysis of the effects of changes in the HRK exchange rate compared to the increase or decrease in HRK value by 10% in relation to EUR. 10% is the rate used for internal reporting to the Management Board on foreign currency risk and represents the Management Board's assessment of the reasonably possible change in foreign exchange rates. An analysis is performed only for receivables and liabilities denominated in foreign currencies and represents the adjustment of their value at the period end for a change in the exchange rate of 10%. The sensitivity analysis includes third-party loans where the loan is denominated in the currency different from the lender's or the borrower's currency. The positive/negative amount recorded below indicates a net decrease/increase in profit or other equity when HRK compared to the relevant currency strengthens by 10%: If the HRK would weaken by 10% in relation to another relevant currency, the effect would be the same, only negative.

2020

2021

EUR exchange rate fluctuation by +10%

Increase in loss

(43,479,176)

(40,370,035)

EUR exchange rate fluctuation by -10%

Decrease in loss

43,479,176

40,370,035

Interest rate risk management

The Group is exposed to interest rate risk as it enters into loan agreements with variable interest rates. The Group’s exposure to interest rates based on financial assets and liabilities is detailed under Liquidity risk management. The Group manages this risk by maintaining an appropriate ratio of loans with fixed and variable interest rates in its loan portfolio.


4. FINANCIAL INSTRUMENTS (continued)

Interest rate sensitivity analysis

Cash flow interest rate risk is the risk that the cost of interest for the instrument will fluctuate over time.

Most financial liabilities are contracted at fixed interest rates and the sensitivity analysis of interest rate changes to financial liabilities contracted at a variable interest rate is shown in the following table:

2020

2021

Interest rate change by +100 bp

Decrease in profit/increase in loss

1,013,034

1,010,383

Interest rate change by -100 bp

Increase in profit/(decrease) in loss

(1,013,034)

(1,010,383)

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for the Group. The Group constantly monitors its exposure to the parties it conducts business with and their credit ratings and allocates the total value of transactions among acceptable customers.

The carrying amount of financial assets recorded in the financial statements, net of impairment losses, represents the Group's maximum exposure to credit risk without taking account of the value of any collateral obtained.

Liquidity risk management

The ultimate responsibility for liquidity risk management rests with the Group's Management Board which has built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, bank borrowings and other sources of financing, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The table below details the remaining contractual maturities for the Group for non-derivative financial liabilities. The table has been prepared on the basis of undiscounted cash flows of financial liabilities based on the earliest date on which the Group may be required to settle the liabilities.

4.
FINANCIAL INSTRUMENTS (continued)

Maturities of non-derivative financial liabilities

Weighted average interest method

Past due

Up to 1 month

1 to 3 months

3 months to 1 year

1 to 5 years

Over 5 years

Total

2020

Interest-free

-

10,559,918

18,762

-

-

-

10,578,680

Lease liabilities

-

1,660,653

87,624

21,085,802

88,133,410

108,508,808

219,476,297

Fixed interest rate

2.7%

-

264,828

504,044

20,934,064

91,754,804

65,110,598

178,568,338

Variable interest rate

2.1%

-

-

531,843

1,625,076

45,200,732

67,689,654

115,047,305

Total

-

12,485,399

1,142,273

43,644,942

225,088,946

241,309,060

523,670,620

2021

Interest-free

-

15,118,532

357,517

-

-

-

15,476,049

Lease liabilities

-

2,093,707

4,501,340

25,205,742

81,168,531

96,927,806

209,897,126

Fixed interest rate

2.7%

1,018,649

2,005,306

21,986,601

79,260,819

53,126,358

157,397,733

Variable interest rate

2.1%

-

-

524,557

9,163,335

46,760,857

56,146,204

112,594,953

Total

-

18,230,888

7,388,720

56,355,678

207,190,207

206,200,368

495,365,861

5.
SEGMENT INFORMATION

Operating segments are reported in accordance with the internal reporting procedure to the Group’s Management Board, the chief operating decision-maker, which is responsible for allocating resources to the reportable segments and assessing its performance.

Management defined Hotels & Apartments, Campsites and operating units Inter café bar, Rokan, Katarina swimming pools and Kačjak beach as its reportable segments.

The segment information for the reportable segments for the year ended 31 December 2021 is as follows:

Income by segment

Expenses by segment

Result by segment

Operating segment

HRK

HRK

HRK

Hotels & Apartments

129,530,510

(128,945,634)

584,876

Campsites

28,367,801

(12,892,423)

15,475,378

Other

6,530,095

(6,413,774)

116,321

Total reportable segments

164,428,406

(148,251,831)

16,176,575

Other operating segments

10,872,995

(23,686,796)

(12,813,801)

TOTAL

175,301,401

(171,938,627)

3,362,774

The segment information for the reportable segments for the year ended 31 December 2020 is as follows:

Income by segment

Expenses by segment

Result by segment

Operating segment

HRK

HRK

HRK

Hotels & Apartments

61,028,118

(151,481,742)

(90,453,624)

Campsites

10,519,060

(6,836,617)

3,682,443

Other

4,259,133

(4,731,752)

(472,619)

Total reportable segments

75,806,311

(163,050,111)

(87,243,800)

Other operating segments

7,859,623

(21,698,027)

(13,838,404)

TOTAL

83,665,934

(184,748,138)

(101,082,204)

The result by segment represents the profit of each segment before the distribution of other operating income, other operating expenses, finance income, finance costs and income tax. This result represents a benchmark that is submitted to the Group's Management Board for the purpose of making a decision on allocating resources to that segment and evaluating its performance.


5. SEGMENT INFORMATION (continued)

A reconciliation of the result of reportable segments and net loss for the current period is provided as follows:

31 December 2020

31 December 2021

Item

HRK

HRK

Result by reportable segment

(87,243,800)

16,176,575

Unallocated operating income

7,859,623

10,872,995

Unallocated finance income

352,802

2,772,696

Unallocated operating costs:

(21,698,027)

(23,686,796)

Cost of goods sold

47,255

(8,198)

Cost of raw materials and supplies

(357,266)

(333,666)

Cost of services

(4,797,885)

(5,786,959)

Staff costs

(11,297,994)

(13,817,968)

Depreciation and amortisation

(3,981,071)

(1,699,490)

Impairment

762,216

450,542

Other operating expenses

(2,073,282)

(2,491,057)

Unallocated finance costs

(11,894,288)

(12,937,571)

Income tax

-

-

Loss for the year

(112,623,690)

(6,802,101)

The Group does not monitor assets and liabilities by segments and therefore, this information has not been disclosed. The Group does not monitor income and expenses or assets and liabilities of the subsidiary Stolist d.o.o. by segments.

The hotels, apartments and campsites (operating assets) are located in the Republic of Croatia.

The Group provides its hotel/hospitality services and sales activities in Croatia to domestic and foreign customers.

6. REVENUE

2020

2021

Accommodation

46,316,294

108,073,251

Food and beverages

20,962,604

44,517,164

Other hotel services

1,267,192

2,864,350

Trade goods

238,661

412,274

TOTAL

68,784,751

155,867,039

The Group provides its hotel/hospitality services and sales activities in Croatia to domestic and foreign customers. The Group’s revenues are classified according to the customers’ origin.

2020

2021

Sales - domestic customers

17,784,516

44,836,490

Sales - foreign customers

43,080,344

96,681,670

Other /i/

7,919,891

14,348,879

Total

68,784,751

155,867,039

/i/ Other includes revenues from the sale of trade goods, alcoholic and non-alcoholic drinks, food and beverages, parking services, wellness and other similar services, where it is not possible to determine whether revenue was earned from the sale to foreign or domestic customers.

7. OTHER INCOME

2020

2021

Covid-19-related grants

8,624,301

5,985,903

Rental income

3,233,296

4,918,407

Disposal of non-current assets

131,504

1,904,358

Income from marketing and other services

365,404

1,062,539

Collection of amounts due as per judgement and out-of-court settlement

95,428

941,048

Recharged costs of lessees

582,656

633,068

Direct aid

346,126

361,761

Insurance reimbursements

71,644

610

Other operating income

1,430,824

3,626,668

TOTAL

14,881,183

19,434,362


8. COST OF RAW MATERIALS AND SUPPLIES

2020

2021

Groceries consumed

5,878,803

11,691,607

Electricity

3,437,323

6,192,680

Water used

1,265,629

2,838,238

Consumables and cleaning supplies

1,339,010

1,855,670

Heating oil and gas

686,995

1,295,047

Alcoholic and soft drinks consumed

571,648

1,054,139

Write-off of small inventory

991,141

743,205

Fuel for passenger and freight vehicles

219,283

425,852

Overheads - leased properties

789,925

300,641

Packaging

123,347

131,766

Office supplies

72,814

91,921

Other costs

282,435

260,474

TOTAL

15,658,353

26,881,240

9. COST OF SERVICES

2020

2021

Commissions and banking services

6,356,800

11,635,646

Contractor services

3,601,354

7,277,675

Utility services

2,341,058

3,236,330

Intellectual services

2,272,292

2,532,346

Investment and current maintenance

2,203,672

3,178,240

Student employment agency services

1,012,010

1,711,299

Gross temporary service contract cost

542,136

911,802

Advertising services

349,813

673,956

Telephone, Internet and mail

843,342

673,516

Rentals

555,340

563,895

Music and ZAMP fees

148,797

179,436

Transport services (road and maritime transport)

20,765

76,413

Other services

757,947

1,027,325

TOTAL

21,005,326

33,677,879


10. STAFF COSTS

2020

2021

Net salaries

19,568,037

23,417,809

Contributions from salaries

5,776,808

6,695,576

Contributions on salaries

4,468,322

5,387,873

Taxes and surtaxes

2,336,551

2,370,371

Performance bonus and holiday pay

6,417

3,105,914

Accrual for unused vacation days

500,068

1,528,906

Children’s gifts, Christmas bonus, non-taxable voucher

594,200

1,174,176

Transportation to and from work

1,000,825

1,370,540

Meal

417,913

1,042,046

Unused hours off - redistribution

127,840

556,034

Termination benefits

993,015

339,572

Non-current provisions for termination benefits and jubilee awards

23,200

63,332

Other

157,462

299,843

TOTAL

35,970,658

47,351,992

Remuneration for the members of the key management personnel and Supervisory Board:

2020

2021

Key management

1,657,111

1,814,838

of which receipts in kind

221,935

146,601

Supervisory Board

103,914

672,723

TOTAL

1,761,025

2,487,561

11. IMPAIRMENT OF NON-CURRENT NON-FINANCIAL ASSETS

2020

2021

Impairment of property, plant and equipment (Note 17)

52,994,245

-

Impairment of investment property (Note 19)

549,799

-

Impairment of right-of-use assets (Note 37)

7,642,494

-

TOTAL

61,186,538

-

12.
NET GAINS/(LOSSES) ON VALUE ADJUSTMENTS OF FINANCIAL ASSETS

2020

2021

Impairment of trade receivables

(361,202)

(515,069)

Impairment of trade receivables-IFRS 9

794,617

529,446

TOTAL

433,415

14,377

13. OTHER OPERATING EXPENSES

2020

2021

Utility charges and concessions

2,472,994

1,979,126

Charges to Hrvatske vode

2,397,136

1,750,004

Insurance premiums

828,441

1,020,763

Animation and entertainment

108,365

664,606

Entertainment

239,394

487,628

Net book amount of disposed assets

281,358

474,498

Taxes and contributions irrespective of business result

251,671

421,752

Employee accommodation

220,955

388,009

Subscriptions and memberships

273,304

376,231

Reimbursement to students in practice and scholarships

209,143

375,616

Aid to employees

92,500

308,444

Travel expenses, per diems, accommodation and field bonus

168,437

105,313

Disability benefits

98,719

91,800

Professional training of employees

61,058

43,604

Other operating expenses

1,328,653

1,862,245

TOTAL

9,032,128

10,349,639


14. FINANCE INCOME AND COSTS

2020

2021

Finance income

Regular and penalty interest income

19,935

1,278

Foreign exchange gains

332,877

2,771,418

352,812

2,772,696

Finance costs

Regular and penalty interest expense

(4,820,018)

(5,506,426)

Foreign exchange losses

(2,253,309)

(2,098,488)

Interest expense on lease

(4,820,971)

(5,332,657)

(11,894,298)

(12,937,571)

NET FINANCE (COSTS) / INCOME

(11,541,486)

(10,164,875)

15. INCOME TAX

The Group is liable for income tax under the laws and regulations of the Republic of Croatia. The tax base is determined as the difference between income and expenses for the period plus and net of income and expenses having a different tax treatment according to the tax regulations concerning the taxation of income. The income tax rate was 18% in all presented periods.

2020

2021

Accounting loss before tax

(112,623,690)

(6,802,101)

Income tax calculated at the rate of 18%

(20,272,264)

(1,224,378)

Effects of expenses not recognised for tax purposes

14,827,158

1,177,918

Effects of income not recognised for tax purposes

(1,649,166)

(1,083,344)

Effects of utilised tax losses from previous years

(10,729,673)

(834,473)

Effects of unrecognised deferred tax assets

17,823,945

1,964,277

Income tax

-

-


15. INCOME TAX (continued)

In recent years, the Tax Authority has not conducted an audit of tax on the Group's income tax returns. According to the relevant tax regulations, the Tax Administration may inspect the Group’s books and records at any time within three years of the end of the year in which the relevant tax liability is presented and may impose additional tax liabilities and penalties. The Group's Management is not aware of any circumstances, which may give rise to a potential material liability in this respect.

As at 31 December 2021, temporary tax differences for which deferred tax assets were not recognised, and which relate to property, plant and equipment, amount to HRK 20,293 thousand. Also, the Group has tax losses available for utilisation in the amount of HRK 13,456 thousand for which deferred tax assets are not recognised as presented in the table below Deferred tax assets were not recognised given that their utilisation is uncertain. In the following periods, the Group will consider the recognition of deferred tax assets in accordance with the requirements of IAS 12.

Tax losses available for carry forward are presented below:

Year incurred

Amount

Year of expiry

2017

(6,359,699)

2022

2018

(3,449,889)

2023

2019

(920,085)

2024

2020

(44,228,217)

2025

2021

(19,799,229)

2026

(74,757,119)

16. LOSS PER SHARE

2020

2021

Loss attributable to shareholders of the Group

(112,623,690)

(6,802,101)

Weighted average number of ordinary shares used to calculate basic/diluted earnings per share

27,971,463

27,971,463

Basic and diluted loss per share

(4.03)

(0.24)

17.
PROPERTY, PLANT AND EQUIPMENT

Item description

Land

Buildings

Plant and equipment

Other

Tangible assets under construction

Total

assets

COST

At 1 January 2020

447,701,921

694,275,321

112,554,742

1,043,426

35,855,416

1,291,430,826

Additions

-

58,786,083

39,684,049

326,171

(33,188,961)

65,607,342

Disposals

(9,196)

-

(3,691,824)

-

-

(3,701,020)

At 31 December 2020

447,692,725

753,061,404

148,546,967

1,369,597

2,666,455

1,353,337,148

Additions

-

10,291,295

25,773,100

518,488

4,298,357

40,881,240

Transfer from investment property

-

7,252,171

-

-

-

7,252,171

Disposals

(36,733,282)

(3,560,369)

(4,007,032)

-

-

(44,300,683)

Transfer to investment property

-

(483,649)

-

-

-

(483,649)

At 31 December 2021

410,959,443

766,560,852

170,313,035

1,888,085

6,964,812

1,356,686,227

ACCUMULATED DEPRECIATION

At 1 January 2020

-

454,510,042

37,639,074

312,414

-

492,461,530

Depreciation charge

-

9,398,201

15,100,609

105,976

-

24,604,786

Disposals

-

-

(3,398,577)

-

-

(3,398,577)

Impairment of non-current assets

27,988,579

25,005,666

-

-

-

52,994,245

At 31 December 2020

27,988,579

488,913,909

49,341,106

418,390

-

566,661,984

Depreciation charge

-

9,569,894

18,706,880

161,717

-

28,438,491

Transfer from investment property

-

6,613,602

-

-

-

6,613,602

Disposals

-

(2,806,242)

(2,789,722)

-

-

(5,595,964)

Transfer to investment property

-

(264,779)

-

-

-

(264,779)

At 31 December 2021

27,988,579

502,026,384

65,258,264

580,107

-

595,853,334

NET BOOK AMOUNT

At 31 December 2020

419,704,146

264,147,495

99,205,861

951,207

2,666,455

786,675,164

At 31 December 2021

382,970,864

264,534,468

105,054,771

1,307,978

6,964,812

760,832,893


17. PROPERTY, PLANT AND EQUIPMENT (continued)

Additions to tangible assets in 2021: buildings in the amount of HRK 10,955,805 relate to investments in hotel facilities (upgrading the classification of hotels, developing campsites and other construction works) (2020: HRK 58,786,083), equipment in the amount of HRK 25,773,100 relates to the purchase of equipment necessary for operations in hotels and campsites (2020: HRK 39,684,049), other assets in the amount of HRK 518,488 (2020: HRK 326,171) and the additions to tangible assets under construction in the amount of HRK 4,298,357 relate to investments in hotel facilities and campsite development, which were not put into use during 2021 (2020: disposals of HRK 33,188,961).

As at 31 December 2021, the carrying amount of mortgaged properties (hotels Omorika, hotel Ad Turres, Esplanade, Katarina, International, Slaven resort, pavilions, swimming pool and central restaurant within the Ad Turres, Kačjak and Kaštel resorts) amounts to a total of HRK 298,653,837 (31 December 2020: HRK 165,115,398).

The total value of tangible assets that are fully depreciated, and which are still in use as at 31 December 2021 amounts to HRK 107,649,750 (31 December 2020: HRK 102,812,819).

Proceeds from sale of property, plant and equipment in 2021 amounted to HRK 27,943,446 and the unsettled amount of HRK 12,191,132 is stated within trade receivables at the balance sheet date.

18. INTANGIBLE ASSETS

Item description

Licences, software and other rights

Total

COST

At 1 January 2020

4,365,249

4,365,249

Additions

641,421

641,421

Disposals

(373,136)

(373,136)

At 31 December 2020

4,633,534

4,633,534

Additions

1,556,211

1,556,211

Disposals

(1,877,979)

(1,877,979)

At 31 December 2021

4,311,766

4,311,766

ACCUMULATED AMORTISATION

At 1 January 2020

4,109,916

4,109,916

Amortisation charge

149,161

149,161

Disposals

(368,741)

(368,741)

At 31 December 2020

3,890,336

3,890,336

Amortisation charge

333,514

333,514

Disposals

(1,877,660)

(1,877,660)

At 31 December 2021

2,346,190

2,346,190

NET BOOK AMOUNT

At 31 December 2020

743,198

743,198

At 31 December 2021

1,965,576

1,965,576


19. INVESTMENT PROPERTY

Item description

Land and buildings

Total

COST

At 1 January 2020

51,049,733

51,049,733

At 31 December 2020

51,049,733

51,049,733

Transfer from property, plant and equipment

483,649

483,649

Other additions

664,510

664,510

Disposals

(6,044,043)

(6,044,043)

Transfer to property, plant and equipment

(7,252,171)

(7,252,171)

At 31 December 2021

38,901,678

38,901,678

ACCUMULATED DEPRECIATION

At 31 December 2019

17,246,431

17,246,431

Depreciation charge

429,397

429,397

Impairment

549,799

549,799

At 31 December 2020

18,225,627

18,225,627

Depreciation charge

637,058

637,058

Transfer from property, plant and equipment

264,779

264,779

Disposals

(4,585,422)

(4,585,422)

Transfer to property, plant and equipment

(6,613,602)

(6,613,602)

At 31 December 2021

7,928,440

7,928,440

NET BOOK AMOUNT

At 31 December 2020

32,824,106

32,824,106

At 31 December 2021

30,973,238

30,973,238

Investment property relates to land and buildings that are leased or held for future realisation through renting or selling.

The fair value of investment property based on an external appraisal by independent appraisers or an internal appraisal amounts to HRK 30,973 thousand.

Estimates of the fair value of investment property are categorised as Level 3 in the fair value hierarchy.

20.
NON-CURRENT FINANCIAL ASSETS

31 December 2020

31 December 2021

Hoteli Novi d.d. in bankruptcy

4,384,800

4,384,800

Impairment of shares

(4,384,800)

(4,384,800)

Loan repayment agreement - Municipality of Podgora

-

1,353,918

Loans granted

2,495,015

1,495,015

Loans granted - impairment

(2,495,015)

(1,495,015)

TOTAL

-

1,353,918

21. INVENTORIES

31 December 2020

31 December 2021

Cost - low value items, tyres in use

13,768,709

13,037,420

Raw materials and supplies on stock

512,473

803,257

Inventories - packaging

20,798

57,292

Trade goods

13,710

35,247

Impairment of small inventory and tyres

(13,694,786)

(13,037,420)

TOTAL

620,904

895,796

22. TRADE RECEIVABLES

31 December 2020

31 December 2021

Domestic trade receivables

5,344,007

20,507,747

Foreign trade receivables /i/

2,521,403

1,513,451

Domestic trade receivables - impairment

(3,347,574)

(3,600,582)

Impairment of trade receivables - individual adjustments

(1,094,362)

(888,602)

Impairment of receivables - IFRS 9

(1,703,297)

(1,173,849)

TOTAL

1,720,177

16,358,165

/i/ The carrying amount of foreign trade receivables is translated from EUR.

22.
TRADE RECEIVABLES (continued)

31 December 2021

Not past due

Past due up to 30 days

Past due from 31–90 days

Past due from 91–180 days

Past due from 181–270 days

Past due beyond 270 days

TOTAL

Expected loss rate

4.27%

21.31%

31.16%

67.12%

1.76%

98.86%

26.02%

Gross book amount - trade receivables

2,399,794

287,829

1,497,456

770,930

12,724,043

4,341,146

22,021,198

Loss allowance

(102,381)

(61,327)

(466,570)

(517,469)

(224,507)

(4,290,779)

(5,663,033)

Trade receivables – net of impairment

2,297,413

226,502

1,030,886

253,461

12,499,536

50,366

16,358,165

31 December 2020

Not past due

Past due up to 30 days

Past due from 31–90 days

Past due from 91–180 days

Past due from 181–270 days

Past due beyond 270 days

TOTAL

Expected loss rate

1.71%

8.10%

25.09%

83.61%

56.60%

98.77%

78.13%

Gross book amount - trade receivables

307,016

438,427

395,350

480,933

1,336,692

4,906,992

7,865,410

Loss allowance

(5,265)

(35,508)

(99,206)

(402,126)

(756,534)

(4,846,594)

(6,145,233)

Trade receivables – net of impairment

301,751

402,919

296,144

78,807

580,158

60,398

1,720,177

Based on the above calculation, the closing loss allowance for trade receivables is reconciled with the opening loss allowance as follows:

2020

2021

Loss allowance as at 1 January

(6,705,618)

(6,145,233)

Increase in bad debt allowance recognised in profit or loss over the period

(361,202)

(515,069)

Write-off of previously impaired receivables

1,280

318,758

IFRS 9 effects

794,617

529,446

Other movements

125,690

149,065

At 31 December

(6,145,233)

(5,663,033)

23. RECEIVABLES FROM THE GOVERNMENT

31 December 2020

31 December 2021

Grants receivable

2,371,324

74,723

Prepaid VAT receivable

1,818,658

2,849,930

Other receivables from the government

174,793

1,246,032

TOTAL

4,364,775

4,170,685

24.
OTHER RECEIVABLES

31 December 2020

31 December 2021

Receivables for advances given /i/

1,021,963

3,535,793

Recognised leasehold improvements

87,450

42,769

Banking charges for loans

281,312

221,223

Suspense accounts for services accounted for

674,535

837,546

Other receivables

134,094

148,639

TOTAL

2,199,354

4,785,970

/i/ Receivables arising from advances given relate to advances paid to HEP in the amount of HRK 560,199, to Cossetto in the amount of HRK 464,230 and other advances given to suppliers.

25. CASH AND CASH EQUIVALENTS

31 December 2020

31 December 2021

Bank balances - domestic currency

10,344,099

6,499,282

Bank balances - foreign currency /i/

17,291,304

16,751,772

Cash on hand

5,048

5,119

TOTAL

27,640,451

23,256,173

/i/ The carrying amount of cash at banks in foreign currency was translated from EUR.

The Company mainly deposits its cash at local banks that are members of banking groups with the following credit ratings by Standard & Poor's:

Cash at bank and deposits:

31 December 2020

31 December 2021

A

2,605,193

12,151,076

BBB

25,008,647

11,062,953

No credit rating

21,563

37,025

TOTAL

27,635,403

23,251,054

26.
CAPITAL AND RESERVES

The parent company's share capital amounts to HRK 482,507,730 and is divided among 27,971,463 ordinary shares without a nominal value with the ticker symbol JDRN-R-B. The Company's ID No. (OIB) is 56994999963, while its Reg. No. (MBS) is 040000817. The share capital represents the Company’s own sources of assets for its operating purposes.

Capital reserves as of 31 December 2021 as well as of 31 December 2020 amount to HRK 234,210,922 and are not available for distribution to the shareholders.

Individual major shareholders are PBZ CO OMF – CATEGORY B which holds 58.02% of shares and ERSTE PLAVI OMF CATEGORY B which holds 30.56% of the Company’s shares.

Table 1: Structure of shareholders as at 31 December 2021 and 31 December 2020

31 December 2021

31 December 2020

Investor

Balance

%

Balance

%

ADDIKO BANK D.D./PBZ CO OMF - CATEGORY B (1/1) - Custodial account

16,250,954

58.10

16,228,666

58.02

OTP BANKA d.d. /ERSTE PLAVI OMF CATEGORY B - Custodial account

8,547,346

30.56

8,547,346

30.56

RESTRUCTURING AND SALE CENTER - CERP (0/1) REPUBLIC OF CROATIA (1/1) ZS

673,666

2.41

673,666

2.41

HRVATSKE VODE, WATER MANAGEMENT CORPORATION (1/1)

208,292

0.74

208,292

0.74

TOWN OF CRIKVENICA (1/1)

184,056

0.66

184,056

0.66

OTP BANKA D.D./ERSTE PLAVI EXPERT - VOLUNTARY PENSION FUND (1/1) - Custodial account

174,249

0.62

174,249

0.62

OTHER SHAREHOLDERS

1,932,900

6.91

1,955,188

6.99

TOTAL

27,971,463

100

27,971,463

100

27. PROVISIONS

31 December 2020

31 December 2021

Provisions for termination benefits

174,648

237,980

Provisions for jubilee awards

309,353

287,367

Provisions for legal disputes

-

181,000

TOTAL

484,001

706,347


Movements in provisions over the years are as follows:

Legal disputes

Termination benefits

Jubilee

awards

Total

At 31 December 2019

-

151,448

337,971

489,419

Additional provisions based on estimate

-

23,200

-

23,200

Release of provisions

-

-

(28,618)

(28,618)

At 31 December 2020

-

174,648

309,353

484,001

Additional provisions based on estimate

181,000

63,332

-

244,332

Release of provisions

-

-

(21,986)

(21,986)

At 31 December 2021

181,000

237,980

287,367

706,347

28. LIABILITIES TO BANKS AND OTHER FINANCIAL INSTITUTIONS

31 December 2020

31 December 2021

Interest in currency

1,377,861

859,068

Long-term loans-HBOR - DT-6/15 /i/

1,718,321

1,071,140

Long-term loans-HBOR - DT-1/16 /ii/

13,382,934

12,294,129

Long-term loans-HBOR - DT-10/16 /iii/

7,798,357

7,163,900

Long-term loans-PBZ - 2016 -5110217867-5110217867 /iv/

46,124,889

36,803,344

Long-term loans-PBZ - 2019 -5110228722-5110228722 /v/

92,327,001

85,572,377

Long-term loans-ERSTE-2019-5117407680/15 /vi/

101,303,446

101,038,336

Other liabilities to financial institutions

1,789

1,747

TOTAL LIABILITIES

264,034,598

244,804,041

Other liabilities to financial institutions

(1,789)

(1,747)

Current maturities of long-term loans in the current year

(119,452,974)

(28,859,295)

Interest in currency

(1,377,861)

(859,069)

CURRENT LIABILITIES

(120,832,624)

(29,720,111)

NON-CURRENT LIABILITIES

143,201,974

215,083,930

28.
LIABILITIES TO BANKS AND OTHER FINANCIAL INSTITUTIONS (continued)

A summary of long-term loans denominated in foreign currencies is presented below:

31 December 2020

31 December 2021

EUR

262,654,948

243,943,226

/i/ In 2015, the Group entered into a long-term loan agreement with the Croatian Bank for Reconstruction and Development for a loan of HRK 7 million, repayable over 5 years, with a 1-year grace period and 3% interest rate, for the renovation of facilities and upgrading the classification of Hotel Omorika and Selce Autocamp. The loan matures in 2022 due to moratorium granted in Covid period.

/ii/ In 2016, the Group entered into a long-term loan agreement with the Croatian Bank for Reconstruction and Development for a loan of HRK 17,400,000, repayable over 8 years, with a 1-year and 10 months grace period and 3% interest rate, for the renovation of facilities and upgrading the classification of Hotel Omorika and Hotel Varaždin (Katarina).

/iii/ In 2016, the Group entered into a long-term loan agreement with the Croatian Bank for Reconstruction and Development for a loan of HRK 10 million, repayable over 8 years, with a 1-year and 3 months grace period and 3% interest rate, for the renovation of facilities and upgrading the classification of Hotel Varaždin (Katarina).

/iv/ In 2016, the Group entered into a long-term loan agreement with Privredna banka Zagreb d.d. for a loan of EUR 7,400,000, repayable over 6 years, with a 1-year and 6 months grace period and 2.6% interest rate, for the renovation of facilities and upgrading the classification of Hotel Varaždin (Katarina) and Hotel Esplanade and to purchase the receivables from Veneto banka d.d. This Agreement was entered into in December of 2016. The amount of EUR 7,343,852 was drawn under the loan, and the loan commencement date was 20 July 2019.

/v/ In 2019, the Group entered into a long-term loan agreement with Privredna banka Zagreb d.d. for a loan of EUR 12,250,000, repayable over 12 years, with a 2.05% interest rate, for the renovation of facilities and upgrading the classification of the Ad Turres resort, Selce Campsite - swimming pool and allotment, Hotel Katarina, Hotel Omorika, Kačjak resort, Slaven pavilions and Hotel Esplanade (up to 31 December 2019, the unused part of the loan amounted to HRK 44,238,054).

/vi/ In 2019, the Group entered into a long-term loan agreement with Erste&Steiermärkische Bank d.d. for a loan of EUR 13,441,000.00, repayable over 10 years, with a 2.1% interest rate, to be used for investments - purchasing and other costs of acquiring Club Adriatic d.o.o. Zagreb.

29. OTHER NON-CURRENT LIABILITIES

31 December 2020

31 December 2021

Bankruptcy Plan /i/

61,720

61,720

TOTAL

61,720

61,720

/i/ The liabilities under the Bankruptcy Plan of HRK 61,720 relate to liabilities to secured creditors of the 2nd rank = HRK 31,224 and liabilities intended to be included in the share capital of HRK 30,496. The Bankruptcy Plan does not infringe on the secured creditors’ right to be paid from items subject to separate satisfaction.

30. TRADE PAYABLES

31 December 2020

31 December 2021

Domestic trade payables

9,677,924

15,397,421

Foreign trade payables

131,567

78,628

TOTAL

9,809,491

15,476,049

31. LIABILITIES FOR ADVANCES, DEPOSITS AND GUARANTEES

31 December 2020

31 December 2021

Advances received /i/

5,310,355

3,474,266

Security and other deposits

593,619

552,143

TOTAL

5,903,974

4,026,409

/i/ In 2021, liabilities for advances received mainly relate to individual advances from domestic customers in the amount of HRK 215,192, individual advances from foreign customers in the amount of HRK 211,613 (equivalent of EUR 28,151) and Katarina line d.o.o., Opatija in the amount of HRK 185,674 (equivalent of EUR 24,700).

32. LIABILITIES TO EMPLOYEES

31 December 2020

31 December 2021

Net salaries payable

1,442,577

1,913,269

Unused vacation days

500,068

1,803,294

Liabilities to employees - bonuses

1,393,817

2,908,982

Liabilities to employees - redistribution of working hours

127,840

683,874

Other liabilities to employees

731,094

358,650

TOTAL

4,195,396

7,668,069

33. LIABILITIES TO THE GOVERNMENT

31 December 2020

31 December 2021

Contributions from and on salaries

700,315

1,052,839

Taxes and surtaxes payable

139,266

207,590

Other liabilities to the government

(282,739)

527,460

TOTAL

556,842

1,787,889

34. OTHER CURRENT LIABILITIES

31 December 2020

31 December 2021

Accrual of received capital aid /i/

799,999

737,911

Deferred income

25,000

-

Scholarships

25,200

23,024

Fees based on temporary service agreements

35,334

80,296

Other liabilities - unpaid to bankruptcy creditors

6,695

6,696

TOTAL

892,228

847,927

/i/ The capital aid of HRK 737,911 remitted by the Energy Efficiency and Environmental Protection Fund relates to the reconstruction of the heating system at Hotel Katarina in 2016 and is prorated to revenue on an annual basis.

35. LEGAL PROCEEDINGS INITIATED AGAINST THIRD PARTIES

After the bankruptcy proceedings were completed in 2014, the Group continued to conduct all legal disputes initiated at the time of bankruptcy of JADRAN d.d., as well as those that the stated company did not manage to resolve during the bankruptcy period. Most legal actions related to claims brought by employees for failure to pay wages owed since before the year 2000. Pursuant to the settlement agreements signed, JADRAN d.d. made the relevant payments to its former employees and the relevant mortgages/pledges and annotations were removed from the land registry. JADRAN d.d. took legal action against a former employee with whom no settlement agreement was reached.

The process of JADRAN d.d.’s transformation and the Property Statement Resolution issued by the Croatian Privatisation Fund resulted in unresolved proprietary matters. For the purpose of resolving such proprietary matters regarding the stated company’s properties, JADRAN d.d. initiated individual corrective processes to align the land registry status with the actual status of the properties, as well as processes to establish title.

Modular structures owned by third parties were illegally mounted on a part of assets owned by JADRAN d.d., namely at the Selce campsite and the Kačjak campground. As the owners of such modular structures refuse to remove them and surrender the plots, JADRAN d.d. took legal action for the purpose of repossessing the land/plots.

JADRAN d.d. is involved in three legal proceedings concerning the establishment of title regarding two restaurants that had been owned by the stated company until 2006, when JADRAN d.d. leased them out. Based on the Decisions of the Primorje-Gorski Kotar County, these facilities were given to be managed by third parties, without JADRAN d.d. receiving any compensation, considering that the stated company built and maintained these properties until they were leased. The proceedings in question are being conducted against the Town of Crikvenica and the Republic of Croatia.

Also, JADRAN d.d. has several disputes with the Town of Crikvenica, related to property issues.

Returning the plots at the Selce campsite and the Kačjak campground to the possession of JADRAN d.d. is a precondition for the stated company to continue the investment cycle in these two very attractive locations. For the further continuation of the investment cycle, it is important to resolve the issue of the status of the restaurant as well as disputes with the Town of Crikvenica.

As regards other legal proceedings, JADRAN d.d. is a party to proceedings for the restitution of and compensation for property seized and enforcement proceedings to collect debt owed to it by third parties.

CLUB ADRIATIC d.o.o. conducts enforcement and litigation proceedings against third parties and one labour dispute for the purpose of annulling an extraordinary dismissal. The stated company has no proprietary legal disputes with respect to the real estate Baško Polje.

In 2021, STOLIST d.o.o. was not involved in any proprietary or other legal disputes.

36. LEASE LIABILITIES AND RIGHT-OF-USE ASSETS

The interest expense on lease liabilities is included in Finance costs - Interest expense on lease (Note 14).

The method of recognition and measurement is set out in Note 2.20.

LEASE LIABILITIES

31 December 2020

31 December 2021

Non-current lease liabilities

171,617,694

156,689,888

Current lease liabilities

17,822,844

26,948,424

TOTAL

189,440,538

183,638,312

RIGHT-OF-USE ASSETS

Vehicles

Real estate

Beach concession

Total

Net book amount at 1 January 2020

59,082

16,000,011

-

16,059,093

Initial recognition as per new contracts

886,228

164,030,159

883,953

165,800,340

Modifications to existing contracts

-

5,721,729

-

5,721,729

Depreciation charge for the year

(439,063)

(16,464,532)

(116,064)

(17,019,659)

Impairment

-

(7,642,494)

-

(7,642,494)

Net book amount at 31 December 2020

506,247

161,644,873

767,889

162,919,009

Net book amount at 1 January 2021

506,247

161,644,873

767,889

162,919,009

Initial recognition as per new contracts

54,390

6,999,000

-

7,053,390

Modifications to existing contracts

1,112,795

5,740,839

-

6,853,634

Depreciation charge for the year

(763,810)

(23,172,815)

(116,064)

(24,052,689)

Disposals

(54,638)

-

-

(54,638)

Net book amount at 31 December 2021

854,984

151,211,897

651,825

152,718,706

As stated in Note 2.20, the Group uses the exemption expedient for short-term leases and low-value leases. In 2021, short-term leases and low-value leases amounted to HRK 563,895 (Note 9).


37. NET DEBT

Changes in net debt are presented in the table below:

Cash

Liabilities to financial institutions and loans

Lease liabilities

Total

Net debt at 31 December 2019

23,256,989

(216,912,152)

(17,344,062)

(210,999,225)

Cash flow

4,383,462

(45,344,846)

685,899

(40,275,485)

Increase arising from new lease agreements and modifications

-

-

(171,522,069)

(171,522,069)

Interest expense

-

(4,820,018)

(4,820,971)

(9,640,989)

Interest paid

-

4,820,018

4,330,248

9,150,266

Foreign exchange differences and other non-cash movements

-

(1,777,600)

(769,583)

(2,547,183)

Net debt at 31 December 2020

27,640,451

(264,034,598)

(189,440,538)

(425,834,685)

Cash flow

(4,384,278)

17,973,734

19,360,354

32,949,810

Increase arising from new lease agreements and modifications

-

(13,907,024)

(13,907,024)

Interest expense

-

(5,506,426)

(5,332,657)

(10,839,083)

Interest paid

-

5,506,426

5,845,738

11,352,164

Foreign exchange differences and other non-cash movements

-

1,256,823

(164,185)

1,092,638

Net debt at 31 December 2021

23,256,173

(244,804,041)

(183,638,312)

(405,186,180)

38. EVENTS AFTER THE BALANCE SHEET DATE

On 23 March 2022, the Lease Agreement for the View Hotel located in Postira on the island of Brač was signed for the period from 1 June 2022 to 31 December 2022. The rent was agreed in the amount of EUR 225,000.00 payable in HRK at the middle exchange rate of the CNB on the date of the invoice issued by the Lessor over the entire lease term .

The situation in Ukraine is alarming, but due to its unpredictability it is not possible to assess its impact on the overall tourist season. Given the structure of our guests and the fact that in our facilities we have not had a significant share of guests from Ukraine, Russia and guests from remote markets such as South Korea or the United States, at this time we still believe in a very successful season in the Kvarner and Istria region. Compared to the same period last year, the dynamics of accommodation bookings has slowed down, with an increasing tendency. In our Dalmatian destinations, activities have been launched aimed at adapting to the possible decline in the number of air travellers .

CONSOLIDATED MANAGEMENT REPORT

FOR 2021


1. KEY OPERATING INFORMATION

Key operating indicators for the Group

2020

2021

2021/2020

Number of accommodation units (capacity)

3,155

3,440

9.0%

Number of bed-places

7,675

8,380

9.2%

Full occupancy days

68

63

-7.4%

Annual occupancy rate

9%

17%

88.9%

Number of accommodations sold

104,135

217,191

108.6%

Number of overnights

271,302

559,391

106.2%

ADR (in HRK)

449

652

45.1%

RevPar (in HRK)

19,455

50,861

161.4%

Key financial indicators for the Group

2020

2021

2021/2020

TOTAL REVENUE

84,018,746

178,074,097

111.9%

SALES REVENUE

68,784,751

155,867,039

126.6%

OTHER OPERATING INCOME

14,881,183

19,434,362

30.6%

TOTAL COSTS

196,642,436

184,876,198

-6.0%

OPERATING EXPENSES

184,748,138

171,938,627

-6.9%

MATERIAL COSTS

36,789,226

60,789,621

65.2%

STAFF COSTS

35,970,658

47,351,992

31.6%

DEPRECIATION AND AMORTISATION

42,203,003

53,461,752

26.7%

IMPAIRMENT OF NON-CURRENT NON-FINANCIAL ASSETS

61,186,538

0

n/a

VALUE ADJUSTMENTS

-433,415

-14,377

-96.7%

OTHER COSTS

9,032,128

10,349,639

14.6%

FINANCE INCOME

352,812

2,772,696

685.9%

FINANCE COSTS

11,894,298

12,937,571

8.8%

EBITDA

-58,879,201

56,824,526

-196.5%

EBITDA MARGIN

-70%

32%

-145.5%

NORMALISED EBITDA 1

1,873,922

56,810,149

2931.6%

NORMALISED EBITDA MARGIN

2%

32%

1500%

EBIT

-101,082,204

3,362,774

-103.3%

NORMALISED EBIT 2

-40,329,081

3,348,397

-108.3%

EBT

-112,623,690

-6,802,101

-94.0%

1 EBITDA was normalised for one-time costs

2 EBIT was normalised for one-time costs

2. GENERAL GROUP INFORMATION

The JADRAN group consists of JADRAN d.d. and its subsidiaries:

CLUB ADRIATIC d.o.o. in which JADRAN has 100% business shares.

Stolist d.o.o. in which JADRAN has 100% business shares.

JADRAN, dioničko društvo za hotelijerstvo i turizam , from Crikvenica, Bana Jelačića 16, is registered at the Commercial Court in Rijeka under registration number 040000817, Company ID no. 5699499963. In 2021, the Company was governed by the Management Board and Supervisory Board.

In 2021, the Supervisory Board comprised the following members:

Goran Hanžek, Chairman of the Supervisory Board as of 30 July 2021

Tomislav Kitonić, Chairman of the Supervisory Board until 30 July 2021

Karlo Došen, Deputy Chairman of the Supervisory Board

Adrian Čajić, Member of the Supervisory Board as of 23 April 2021

Ivan Blažević, Member of the Supervisory Board until 23 April 2021

Dragan Magaš, Member of the Supervisory Board

Mirko Herceg, Member of the Supervisory Board

In 2021, the Management Board comprised the following members:

from 1 January 2021 to 1 September 2021:

- Goran Fabris, Chairman of the Management Board

- Ivan Safundžić, Member of the Management Board

from 1 September 2021 to 31 December 2021:

- Goran Fabris, Chairman of the Management Board

- Ivan Safundžić, Member of the Management Board

- Miroslav Pelko, Member of the Management Board

The members of the Company’s Management Board are authorised to represent the Company together with another member of the Management Board, based on the amendment to the provisions of the Articles of Association adopted at the General Assembly as at 31 August 2020.

CLUB ADRIATIC d.o.o. za turizam i usluge, from Baška Voda, Petra Krešimira IV 11, is registered at the Commercial Court in Zagreb under registration number 080391811, Company ID no. 44661735229, EUID: HRSR.080391811.

The sole owner of the Company is JADRAN d.d. as of 19 December 2018, and on 12 February 2019 an entry was made in the court register. The share capital amounts to HRK 120,947,400 thousand.

On 13 January 2004, the Company's share capital was increased from the amount of HRK 20,000.00 in cash, by the amount of HRK 107,988,500.00 in kind, to the amount of HRK 108,008,500.00 in cash and in kind based on the Decision amending the Company's Statement.

The Company's share capital was increased from the amount of HRK 108,008,500.00 in cash and in kind, by the amount of HRK 12,938,900.00, to the amount of HRK 120,947,400.00, by entering the right of claim into the share capital of the company based on the Decision of the General Assembly on the share capital increase by investing rights dated 21 December 2012.

Based on the decision of the General Assembly of the company dated 16 December 2019, the share capital of the company was reduced from the amount of HRK 120,947,400.00 by the amount of HRK 60,947,400.00 to the amount of HRK 60,000,000.00 to cover the accumulated losses, by reducing the nominal amount of each business share. Based on the decision of the General Assembly dated 16 December 2019, the share capital of the company was increased from the amount of HRK 60,000,000.00 by the amount of HRK 57,104,500.00 to the amount of HRK 117,104,500.00, by paying a new cash contribution, i.e. by creating a new business share with a nominal amount of HRK 57,104 .500.00 kuna taken over by a new company owner.

In 2021, the Company was governed by the Management Board and Supervisory Board.

The Supervisory Board comprised the following members:

Dragan Magaš - Chairman of the Supervisory Board

Darko Lendić - Deputy Chairman of the Supervisory Board

Mirko Herceg - Member of the Supervisory Board

In 2021, the Company was governed by the Management Board comprising the following members:

Goran Fabris - director

Stolist d.o.o. za usluge i trgovinu, a tourist agency from Crikvenica, Frankopanska 22, is registered at the Commercial Court in Rijeka under registration number 040270363, Company ID no. 20400393476, EUID: HRSR.040270363.

The sole owner of the Company is JADRAN d.d. as of 18 June 2020, and on 28 June 2019 an entry was made in the court register. The share capital amounts to HRK 20,000 thousand.

In 2021, the company Stolist was managed by the Management Board:

Sandra Marcel Tomašić – Member of the Management Board

The Group is mainly engaged in the provision of accommodation and catering services, whereof it generates most of its revenue.

The Group performs its financial operations through giro accounts opened at:

Privredna banka d.d. HR4323400091110722690

Zagrebačka banka d.d. HR3923600001102150140

Erste & Steiermärkische bank d.d. HR3924020061100620496

Erste & Steiermarkische bank d.d. HR8624020061100094686

Privredna banka d.d. Zagreb HR3623400091110076505

Zagrebačka banka d.d. HR1023600001102807740

In 2021, the Group has

used available resources as follows:

o material – existing property is protected by the due care of a prudent manager wherever possible,

o financial – all liabilities are settled,

o personnel – rational organisational approach.

maintained and confirmed the current market position,

the business process ran smoothly.

As at 31 December 2021, the Group’s share capital amounted to HRK 482,507,730.

The list of the Company’s shareholders with a 5% share or more in the share capital of JADRAN d.d. (balance at 31 December 2021) is as follows:

ADDIKO BANK D.D./PBZ CO OMF - KATEGORIJA B holds16,250,954 shares, representing a 58.10% share in the Company’s share capital;

OTP BANKA D.D./ERSTE PLAVI OMF KATEGORIJE B holds 8,547,346 shares, representing a 30.56% share in the Company’s share capital;

As at 31 December 2021, the ownership structure of CLUB ADRIATIC d.o.o. is as follows:

JADRAN d.d. is the sole owner of CLUB ADRIATIC d.o.o.

As at 31 December 2021, the ownership structure of Stolist d.o.o. is as follows:

JADRAN d.d. is the sole owner of Stolist d.o.o.

Major events for the Group in 2021:

On 6 May 2021, the Group entered into a lease agreement for the Uvala Slana campsite including the Club Vala apartments with the Republic of Croatia, the Ministry of Physical Planning, Construction and State Assets, for a fixed period of 3 years. By entering into this Agreement, the Company's capacities were expanded by 204 accommodation units.

In 2020, the Company signed an annex to the lease agreement for the Delfin Hotel, in which the rental amount was modified for 2020. In 2021, annex no. 2 was signed comprising the necessary structural investment in the leased facility, which is why in tourist season 2021 the leased facility could not be used for commercial purposes. Therefore, the agreement was declared dormant and its term was extended by one year. The contracting parties stipulate that the investment in the leased facility will be financed by the lessor, after which the final investment amount will be included in the rent until the end of the lease term.

The situation in Ukraine is alarming, but due to its unpredictability it is not possible to assess its impact on the overall tourist season. Given the structure of our guests and the fact that in our facilities we have not had a significant share of guests from Ukraine, Russia or guests from remote markets such as South Korea or the United States, at this time we still believe in a very successful season in the Kvarner and Istria region. Compared to the same period last year, the dynamics of accommodation bookings has slowed down, with an increasing tendency. In our Dalmatian destinations, activities have been launched aimed at adapting to the possible decline in the number of air travellers.

On 1 July 2021, the Group additionally leased the Lišanj Hotel annex, which increased the Company's capacity by 60 accommodation units.

3. REALISED OVERNIGHTS

In 2021, the challenging trend of doing business in pandemic circumstances, which began in 2020, continued. Based on the previous season’s business performance, further partial support through government instruments of job preservation measures, the advantage of independence from air transport due to the geographical proximity of emitting markets and epidemiological measures aimed at successful preparation and realisation of the tourist season, business results have reached record numbers compared to 2020 and record 2019.

In 2021, campsites have been recognised as a very interesting product as they provide all the comfort and infrastructure of hotel accommodation, but offer additional privacy, proximity to nature and freedom of movement, which has proven to be a benefit in the present specific epidemiological circumstances. We believe that further investment planning in campsite infrastructure will significantly contribute to better future results.

Chart 1 Number of overnights recorded in hotels and campsites from 2019 to 2021

Source: JADRAN d.d.


The continuation of the investment cycle and new facilities in the company's portfolio resulted in an increase in overnight stays in 2021 compared to the successful 2019. In hotel accommodation, we recorded a growth of 104% compared to 2020, and 4% compared to 2019. In 2021, the capacity of the Club Adriatic annexes was reduced, resulting in 99 refurbished accommodation units compared to 198 in 2019.

At the Group level, campsites recorded an increase of 111% compared to 2020, or a decrease of 6% compared to 2019, primarily due to planned, but unrealised overnight stays. For the most part, this applies to Club Adriatic for June and mid-July, as a result of the later start of bookings due to the pandemic, which was particularly reflected in destinations in the south of the country. It should be noted here that the growth in 2021 was also achieved due to the new facility, the Uvala Slana campsite, which the Group leased for a period of 3 years.

The flexibility of cancellation policies, last-minute bookings and travel uncertainty have resulted in changes to sales channels distribution. The share of individual channels increased by 129% compared to 2020, and 597% compared to 2019, indicating a positive result of continued investment in the booking call centre and the beginning of targeted advertising using Google Adwords, which brings guests to the Group's website. Online bookings increased by 72% compared to 2020 and 27% compared to 2019.

Chart 2 Overnights by the Group’s sales channels in 2019 and 2021 for hotel accommodation

Source: JADRAN d.d.

Chart 3 Overnights by the Group’s sales channels in 2019 and 2021 for campsites

Source: JADRAN d.d.

The majority of guests in campsites arrive from Slovenia, followed by guests from Germany, Poland, Croatia and the Czech Republic.

4. GROUP BUSINESS PERFORMANCE

4.1. Impact of COVID-19 on the Group's operations

At the beginning of 2021, the Jadran Group’s operations were marked by the COVID-19 pandemic to the same extent and in the same way as during almost the entire year 2020. Various forms of restrictions regarding both travels and events have led to most accommodation capacities remaining closed. Other than the café of International Hotel in Crikvenica, which operated in accordance with existing measures and restrictions, the Garden Palace Resort in Umag was opened on 1 February, and on 1 March, the Esplanade Hotel in Crikvenica reopened after having been closed in early January.

It is important to note that based on the decision of the Management Board of JADRAN d.d. dated 31 December 2020, the Group accommodated residents living in the earthquake-affected areas of Banovina and Glina in the International Hotel, thus helping thirty families until mid-March 2021.

In the second quarter of 2021, the Group still operated under the strong impact of the COVID-19 pandemic. However, given the many efforts made both at the global and local levels to bring the pandemic under control, the Group recorded a better business result in that period compared to the same period last year.

Although being faced with all the challenges posed to the Group by the COVID-19 pandemic, business continued in the third quarter with maximum adherence to all epidemiological measures, all for the purpose of protecting the Group’s guests and employees.

In the third quarter of 2021, there was a boost in tourism turnover compared to the same period last year, primarily due to more favourable trends in the expansion of COVID-19 in the Republic of Croatia and the fact that our most important European tourism competitors were in the so-called red zone for most of the third quarter (especially during peak season), which resulted in more tourists travelling to Croatia.

It can be concluded that 2021 was uncertain, challenging and unpredictable for the Group's operations. In order to protect business continuity and preserve liquidity, the Group has maximally streamlined operating expenses, capital expenditures and control of cash outflows, similar to the previous year:

As agreed with the social partners, it rationalised staff costs by reducing salaries for those employees who do not work and enabling, where possible, employees to work from home one to two days a week.

Capital expenditures were limited to completing the investments started in recent years, completing the range of amenities in some facilities, investments in the beach management segment and continuing the investment cycle to ensure the further growth of the Group.

Other operating expenses are limited to those necessary to maintain business continuity.

Properties were sold in accordance with the previous disinvestment plan in CLUB ADRIATIC d.o.o., which in no way decreased the business potential, i.e. the accommodation capacities of the said company for 2021 were not reduced.

Despite the fact that the Group's operations were extremely challenging in the first half of the year and the future was uncertain and unpredictable at the time, the Group decided to continue the investment cycle. Capital expenditures were limited to completing the investments started in recent years, completing the range of amenities in some facilities, investments in the beach management segment, with liabilities arising from the signed concession agreements, and continuing the investment cycle to ensure the further growth of the Group as well as its future competitiveness.

Of the realised investments, special emphasis should be placed on the final completion of the investment in furnishing the annex buildings of Hotel Slaven with the aim of upgrading the classification from 2 to 3 stars, the purchase of 12 new mobile homes, the development and furnishing of plots and a supermarket at the Selce campsite, the beginning of investment in the swimming pool complex at Hotel Omorika and the development of the Hotel Alem annex buildings.

All other operating expenses are limited to those necessary to maintain business continuity.

4.2. Overview of the Group's operations in 2021

In the period from January to December 2021, the JADRAN Group generated total revenues of HRK 178,074,096, which is HRK 94,055,351 or 112% higher than the total revenues generated in the same period in 2020. Total expenses amounted to HRK of 184,876,198, which was HRK 11,766,239 or 6% less than the costs incurred in the same period in 2020.

The Group realised a loss of HRK 6,802,101, which is by HRK 105,821,589 lower than the loss realised in 2020.

In 2021, EBITDA amounted to HRK 56,824,526, which is by HRK 115,703,727 higher than the EBITDA realised in 2020.

The analysis of total revenues, which in 2021 amounted to HRK 178,074,097, shows that operating revenues amounted to HRK 175,301,400, which is HRK 91,635,467 or 109% higher than revenues generated in the same period in 2020. To better understand the generated revenues, it should be noted that in the period from January to December 2021, the Group requested and received job preservation grants for the period from January to June in the amount of HRK 5,985,903, while in 2020 the Group received grants for the period from March to August and October to December in the amount of HRK 8,624,301. If we were to compare the total revenues generated from January to December 2021 and 2020 without the aforementioned grants, then in 2021 a total of HRK 172,088,193 or HRK 96,693,747 more revenue was generated than the revenue generated in 2020.

In 2021, the Group’s total expenses amounted to HRK 184,876,198, which is HRK 11,766,238 or 6% lower than the expenses incurred in the same period in 2020. Operating expenses amounted to HRK 171,938,626 and were HRK 12,809,511 or 7% lower than operating expenses in 2020. In 2020, material costs amounted to HRK 60,789,621, which is HRK 24,000,395 or 65% higher than the costs incurred in 2020. Staff costs amounted to HRK 47,351,992 and exceed the costs incurred in 2020 by HRK 11,381,334 or 32%. In 2021, amortisation and depreciation amounted to HRK 53,461,752, which is HRK 11,258,749 or 27% higher than the amortisation and depreciation realised in 2020. Other operating expenses amounted to HRK 10,349,639 and were HRK 1,317,511 or 15% higher than the expenses incurred in 2020. In 2021, net impairment losses on non-current non-financial assets amounted to HRK 0.00, while in 2020 they amounted to HRK 61,186,538. In 2021, the value adjustments of financial assets amounted to HRK 14,377, while in 2020 it amounted to HRK 433,415.

In the period from January to December 2021, the Group realised a loss in the amount of HRK 6,802,101, while in the same period in 2020 it realised a loss in the amount of HRK 112,623,690. In 2021, EBITDA amounted to HRK 56,824,525, which is by HRK 115,703,726 lower than the EBITDA realised in the same period in 2020.

5. ASSET MANAGEMENT

5.1. Management of Group assets

The Group manages owned properties and properties for which it has entered into lease agreements for a period longer than 1 year.

Table 3 The Group’s accommodation capacities

FACILITY

Classification:

Capacity of accommodation units

Capacity of bed-places

KAČJAK

2* rooms

185

435

OMORIKA

4*/3*

169

350

AD TURRES TN

TN 3*

351

663

AD TURRES HOTEL

3*

40

80

ESPLANADE

4*

38

76

ZAGREB

2*

40

62

INTERNATIONAL

2*

52

82

KAŠTEL

3*

74

178

KATARINA

4*

176

352

SLAVEN HOTEL

3*

50

85

SLAVEN PAVILIONS

3*

157

314

SELCE CAMPSITE

3*

500

1,500

UVALA SLANA CAMPSITE

3*/4*

204

567

KAČJAK CAMPGROUND

campground

30

90

DELFIN

boarding house

48

123

LIŠANJ

4*

228

522

GARDEN PALACE RESORT UMAG

4*

112

293

ALEM

2*

306

630

BAŠKO POLJE CAMPSITE

3*

617

1861

NOEMIA

4*

63

117

TOTAL IMMOVABLE FACILITIES

2,089

4,362

TOTAL OTHER

1,351

4,018

TOTAL

3,440

8,380

Source: JADRAN d.d.

On 6 May 2021, the Group entered into a lease agreement for the Uvala Slana campsite including the Club Vala apartments with the Republic of Croatia, the Ministry of Physical Planning, Construction and State Assets, for a fixed period of 3 years. By entering into this Agreement, the Company's capacities were expanded by 204 accommodation units.

On 1 July 2021, the Group additionally leased the annex to the Lišanj Hotel, which further expanded the Group's capacity by 60 accommodation units.

5.2. The Group’s disputes

After the bankruptcy proceedings were completed in 2014, the Group continued to conduct all legal disputes initiated at the time of bankruptcy of JADRAN d.d., as well as those that the stated company did not manage to resolve during the bankruptcy period. Most legal actions related to claims brought by employees for failure to pay wages owed since before the year 2000. Pursuant to the settlement agreements signed, JADRAN d.d. made the relevant payment to its former employees and the relevant mortgages/pledges and annotations were removed from the land registry. JADRAN d.d. took legal action against a former employee with whom no settlement agreement was reached.

The process of JADRAN d.d.’s transformation and the Property Statement Resolution issued by the Croatian Privatisation Fund resulted in unresolved proprietary matters. For the purpose of resolving such proprietary matters regarding the stated company’s properties, JADRAN d.d. initiated individual corrective proceedings to align the land registry status with the actual status of the properties, as well as processes to establish title.

Modular structures owned by third parties were illegally mounted on a part of assets owned by JADRAN d.d., namely at the Selce campsite and the Kačjak campground. As the owners of such modular structures refuse to remove them and surrender the plots, JADRAN d.d. took legal action for the purpose of repossessing the land/plots.

JADRAN d.d. is involved in three legal proceedings concerning the establishment of title regarding two restaurants that had been owned by the stated company until 2006, when JADRAN d.d. leased them out. Based on the Decisions of the Primorje-Gorski Kotar County, these facilities were given to be managed by third parties, without JADRAN d.d. receiving any compensation, considering that the stated company built and maintained these properties until they were leased. The proceedings in question are being conducted against the Town of Crikvenica and the Republic of Croatia.

Also, JADRAN d.d. has several disputes with the Town of Crikvenica, related to property issues.

Returning the plots at the Selce campsite and the Kačjak campground to the possession of JADRAN d.d. is a precondition for the stated company to continue the investment cycle in these two very attractive locations. For the further continuation of the investment cycle, it is important to resolve the issue of the status of the restaurant as well as disputes with the Town of Crikvenica

As regards other legal proceedings, JADRAN d.d. is a party to proceedings for the restitution of and compensation for property seized and enforcement proceedings to collect receivables from third parties.

CLUB ADRIATIC d.o.o. conducts enforcement and litigation proceedings against third parties and one labour dispute for the purpose of annulling an extraordinary dismissal. The stated company has no proprietary legal disputes with respect to the real estate Baško Polje.

In 2021, STOLIST d.o.o. was not involved in any proprietary or other legal disputes.

6. GROUP RISK EXPOSURE

The most significant risks faced by the Group are as follows:

Competition risk

Competition risk in the tourism market is very high because other similar tourism destinations have invested substantial funds to further improve and develop their capacities, as well as in other marketing activities focusing on the arrival of tourists. Among other things, competition is based on the prices, quality and substance of tourism offers on the Crikvenica Riviera and other domestic and foreign tourism destinations. To increase its market competitiveness, the Group launched a new investment cycle in 2018, which continued in 2021 including not only investments in accommodation for the purpose of increasing the number of units and improve accommodation quality, but also investments in the destination through active involvement in all events and designing new attractions on the Crikvenica-Vinodol and Makarska Riviera. Regardless of the “coronavirus crisis”, the Company's and the Group’s Management Board has assessed that, without jeopardising its liquidity, the Group can continue with a part of its investments planned for the 2021 season, which were concluded during the year. In addition to all the existing challenges related to competitiveness, the events related to the COVID-19 pandemic require that it should be considered how the Group and the local community manage the events related to this new challenge. The way in which the local communities at the destinations where the Group operates will respond to the challenges will be extremely important for the Group’s future business and therefore the Group is trying to engage in solving this problem in a structural manner.

Currency risk

The official currency of the Group is HRK, but certain transactions denominated in foreign currencies are translated into HRK at the prevailing exchange rate at the balance sheet date. The resulting exchange differences are charged to operating expenses or credited to the income statement, but do not affect operating cash flows.

Interest rate risk

The Group is exposed to interest rate risk because it enters into loan agreements with banks at variable interest rates, which exposes the Group to higher risk. The inflation rate trends and the levels of interest rates on foreign and domestic financial markets are actively monitored, enabling the Group to react in a timely manner in the event of expected changes in interest rates on the domestic money market.

Settlement risk

Settlement risk is present in all bilateral transactions. Given that settling financial obligations to issuers is one of the key elements necessary for smooth business operations, the Group considers this risk to be highly important. The Group has established stringent procedures to minimise collection risks. During the pandemic, certain partners may be further exposed to liquidity risk, which may result in higher settlement risk. In addition, settlement risk arising from executed contracts may be significantly increased if there is an option of terminating them on grounds of force majeure or in case the free movement of people and goods is disrupted during the pandemic.

Inflation risk

Inflation risk is present in contractual relationships where the price of a service or product is indexed and tied to the Croatian National Bank’s strong HRK policy. As this is an external risk, the ability to eliminate it is minimal. The Group notes trends of increasing inflation rates primarily measured through the consumer price index, as a result of extremely expansive monetary policies of central banks and for the purpose of minimising inflation risk, the Group insists on negotiating fixed terms of supply with all suppliers where possible. Suppliers of energy are an exception - their prices are subject to market variations.

Liquidity risk

The Group manages liquidity risk by maintaining adequate reserves, bank borrowings and other sources of financing, by continuously monitoring planned and actual cash flows and matching the maturity profiles of financial assets and liabilities. The Group is particularly focused on this risk due to increased uncertainty regarding revenues as a result of the pandemic’s adverse impact on the free movement of guests, guests’ spending power and performance of contractual obligations by business partners.

The Group manages liquidity risk by maintaining adequate reserves, bank borrowings and other sources of financing, by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

The current high level of indebtedness of the Group does not jeopardise current liquidity, and the Company’s and the Group’s Management Board assesses that even in the event of a continued “crisis”, the Group can provide the necessary liquidity and smooth operations from its own reserves. It should be noted that several parties have expressed their interest for the purchase of a part of the Group’s property that is currently not in operation or its business performance is significantly below its current market value.

In 2021, the Group realised the planned divestment in CLUB ADRIATIC, thus creating the preconditions for the repayment of loans by a related company, but also provided funds for a continuous investment cycle, although restricted due to the pandemic.

Risk of changes in tax and concession regulations

The risk of changes in tax and concession regulations is the likelihood that legislative authorities will amend tax regulations in a way that they adversely impact the Group’s profitability. This risk is reflected in potential changes in tax rates and taxable assets, as well as changes in regulations concerning concessions and concessional authorisations. The right to use maritime domain is one of the significant conditions for the Group’s further operations, and the Group has actively endeavoured to establish new bases for cooperation with the local community in this segment. During the pandemic, the Group is hoping that the legislator, the relevant executive authorities and the local community will, in addition to the measures absolutely necessary to protect people’s health, offer various financial and operational reliefs for entities adversely affected by the pandemic.

Tourism industry risk

Tourism trends are largely affected by the COVID-19 pandemic and the global political situation. As an industry, tourism is highly sensitive to the epidemiological situation at the destination and its surroundings. By launching the aforementioned investment cycle and the advantages of the geographical position compared to the most important emitting markets (car destination), the Group will endeavour to minimise the impact of adverse market trends and the resulting risks. The global financial crisis may significantly reduce the spending power of individuals inclined to travelling, whereas a pandemic may also significantly reduce or completely eliminate the effects of tourist arrivals at the Group’s destination as a result of the inability to travel outside one’s own country or fear for one’s own health and future.

Environmental risk

Environmental risk may significantly affect the Group’s performance, notably through the quality of the sea and coast where guests stay. Climate changes may directly affect the length of stay in the Company’s accommodation facilities. This risk also includes various other natural disasters.


7. EMPLOYEES

As at 31 December 2021, JADRAN d.d. had a total of 271 employees.

As at 31 December 2021, CLUB ADRIATIC d.o.o. had a total of 49 employees.

As at 31 December 2020, Stolist d.o.o. had no employees.

As at 31 December 2021, the Group had 320 employees.

8. RESEARCH AND DEVELOPMENT ACTIVITIES

The Group constantly monitors developments in its environment and invests in market research, identification of new business opportunities and new acquisitions. The Group directs and supports the activities of its related parties.

9. OWN SHARE REDEMPTION

As at 31 December 2021, the share capital of JADRAN d.d. amounted to HRK 482,507,730.00, divided into 27,971,463 regular dematerialised shares with no nominal value and the Company held 631 own shares, which accounted for 0,0023% of the Company's share capital.

As at 31 December 2021, the share capital of CLUB ADRIATIC d.o.o. amounted to HRK 117,104,500.00.

As at 31 December 2021, the share capital of Stolist d.o.o. amounted to HRK 20,000.

10. SIGNIFICANT EVENTS AFTER THE REPORTING PERIOD

On 23 March 2022, the Lease Agreement for the View Hotel located in Postira on the island of Brač was signed for the period from 1 June 2022 to 31 December 2022. The rent was agreed in the amount of EUR 225,000.00 payable in HRK at the middle exchange rate of the CNB on the date of the invoice issued by the Lessor over the entire lease term.

The situation in Ukraine is alarming, but due to its unpredictability it is not possible to assess its impact on the overall tourist season. Given the structure of our guests and the fact that in our facilities we have not had a significant share of guests from Ukraine, Russia and guests from remote markets such as South Korea or the United States, at this time we still believe in a very successful season in the Kvarner and Istria region. Compared to the same period last year, the dynamics of accommodation bookings has slowed down, with an increasing tendency. In our Dalmatian destinations, activities have been launched aimed at adapting to the possible decline in the number of air travellers.

Corporate Governance Statement

JADRAN d.d. (hereinafter Jadran d.d. or the Company), in accordance with Article 250.b. paragraphs 4 and 5 and Article 272.p of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00 - Decision of the Constitutional Court of the Republic of Croatia, 118/03, 107/07, 146/08, 137/09,152/11 - consolidated text, 111/12, 68/13, 110/15, 40/19 and 34/22), hereby issues this Corporate Governance Statement.

In 2021, JADRAN d.d., whose shares are listed on the ZSE Official Market, applied the Code of Corporate Governance adopted by the Croatian Financial Services Supervisory Agency (HANFA) and the Zagreb Stock Exchange, Inc. Zagreb. This Code has been in force since 1 January 2020, and has been published on the website of the Stock Exchange ( www.zse.hr ) and on the website of the Croatian Financial Services Supervisory Agency ( www.hanfa.hr ). The Company’s application of the Zagreb Stock Exchange’s Code is reflected in an annual questionnaire which is publicly disclosed in accordance with the applicable regulations. The answers in the questionnaire clearly show which provisions of the Code are complied with by the Company and which are not, and the Questionnaire is publicly available on the official website of the Zagreb Stock Exchange ( www.zse.hr ).

The Company's shares were listed on the official market of the Zagreb Stock Exchange in January 2018, and the shareholding report is an integral part of the Annual Report. As of the date its shares were first quoted on the stock exchange, the Company has not recorded profits and no dividend has thus been distributed .

The Company’s share capital is HRK 482,507,730.00, divided and contained in 27,971,463 registered common dematerialised shares without nominal value, each entitling its holder to one vote. There are no holders of securities in the Company that entail special control rights or voting limitations to a specific percentage or number of votes. As at 31 December 2021, the Company held 631 treasury shares.

Information about significant shareholders is available on a daily basis on the official website of the Central Depositary and Clearing Company ( www.skdd.hr ). The Company applied the principle of equal treatment of all shareholders. The shareholders exercised their primary control rights by deciding on matters within their scope of responsibility via the General Meeting. The operation of the General Meeting, its powers, the rights of shareholders and the manner of their realisation are prescribed by the Company's Articles of Association, which are publicly available on the Company's website ( www.jadran-crikvenica.hr ).

The General Meeting is responsible for deciding on the following matters: election and removal of Supervisory Board members, allocation of profits, granting discharge to Management Board members, appointment of auditors, amendments to the Articles of Association, increasing and decreasing of share capital and any other matters placed under its responsibility under the law. The shareholders exercise their rights via the General Meeting.

In 2021, the General Meeting in was convened and held in accordance with the provisions of the Companies Act and the Company's Articles of Association. The General Meeting notice, the motions made to, and resolutions passed by the General Meeting are publicly disclosed in accordance with the Companies Act, the Capital Market Act, the Zagreb Stock Exchange Rules and the Company's Articles of Association. Registrations for the General Meeting are limited insomuch as each shareholder is required to notify his/her their participation in accordance with the Companies Act.

At the session held on 30 July 2021, decisions on granting discharge to the members of the Company’s Management Board and the Supervisory Board were adopted, a decision on loss coverage was rendered and approval of the Remuneration Policy and acceptance of the Report on Remuneration of Members of the Management Board and the Supervisory Board of the Company in 2020and an auditor was appointed to audit the financial statements for 2021.

All decisions from the sessions of the General Meeting were published in accordance with legal regulations on the websites of the Company (www.jadran-crikvenica.hr), the Zagreb Stock Exchange and HANFA.

In accordance with the Corporate Governance Code of the Zagreb Stock Exchange and HANFA in force since 1 January 2020, the Supervisory Board is mainly composed of independent members who do not have business, family or other relations with the Company, the majority shareholder or a group of majority shareholders or members of the Management Board or the Supervisory Board of the Company or the majority shareholder. The Supervisory Board has five members, four of whom are elected and relieved of duty by the General Meeting, and one representative is elected by the employees in accordance with the provisions of the Labour Act. In accordance with the amendment of the Articles of Association adopted at the General Meeting on 31 August 2020, the term of office of the Supervisory Board members is 2 years.

The rules for appointing and removing members of the Management Board and the Supervisory Board are defined by the Articles of Association and the Companies Act.

No restrictions as regards gender, age, education, profession or other similar restrictions apply in any executive, managing or supervisory bodies or at any other level.

Pursuant to the Companies Act and the Company's Articles of Association, the Supervisory Board renders decisions at its meetings. In 2021, the Supervisory Board supervised the management of the Company's affairs in accordance with the Companies Act, the Articles of Association and other internal corporate documents. The Supervisory Board held a total of 10 meetings, which is consistent with good corporate practices. The Supervisory Board of the Company operated three committees which support the Supervisory Board by preparing decisions to be taken by the Supervisory Board and supervising their implementation. These committees are as follows: the Audit and Remuneration Committee, the Appointment Committee and the Corporate Governance Committee.

During 2021, two members of the Supervisory Board were changed. That's how it was on April 23, 2021. The Company received a notification from the Workers' Council on the change of employee representatives on the Supervisory Board, and Mr. Adrian Čajić was appointed as the new employee representative. With the election of a new employee representative on the Supervisory Board, the term of office of the current member of the Supervisory Board ended.

29 July 2021 The President of the Supervisory Board, Mr. Tomislav Kitonić, resigned from his membership in the Supervisory Board. The General Assembly, at its session held on July 30, 2021. appointed Mr. Goran Hanžek a member of the Supervisory Board, and the Supervisory Board at a meeting held on 30 July 2021 make a Decision appointing Mr. Hanžek President of the Supervisory Board.

As at 31 December 2021, the Supervisory Board comprised the following persons :

- Goran Hanžek, Chairman of the Supervisory Board

- Karlo Došen, Deputy Chairman of the Supervisory Board

- Dragan Magaš, Supervisory Board Member

- Mirko Herceg, Supervisory Board Member

- Adrian Čajić - Supervisory Board Member ( employee representative )

In 2021, the Management Board managed the Company’s affairs in accordance with the Companies Act, the Articles of Association and other internal corporate documents, and fully complied with the provisions of the Code.

In 2021, the Company’s Management Board comprised the following persons:

- from 1 January 2021 to 1 September 2021:

- Goran Fabris, Chairman of the Management Board

- Ivan Safundžić, Member of the Management Bord

- from 1 January 2021 to 31 December 2021:

- Goran Fabris, Chairman of the Management Board

- Ivan Safundžić, Member of the Management Bord

- Miroslav Pelko, Member of the Management Bord.

30 July 2021 the Supervisory Board made a Decision appointing Mr. Miroslav Pelko a member of the Management Board.

Members of the Company’s Management Board are authorised to represent the Company together with another member of the Management Board, based on the amendment of the Articles of Association adopted at the General Meeting on 31 August 2020.

In 2020, the Company established the Internal Audit Department, and in June 2020, the Internal Audit Charter was adopted, which defines the operational framework and the main principles used in the Company's internal audits.

Internal Audit Department is responsible for assessing the level of risk management in business processes, auditing the effectiveness of internal control systems, in order to improve risk management and compliance with procedures, examining and analysing compliance of existing business systems with adopted policies, plans, procedures, laws and rules that may have a significant impact on business reports. It is charged with recommending preventive measures in the areas of financial reporting, compliance, operations and control in order to eliminate risks and possible deficiencies that could lead to the inefficiency of processes or fraudulent procedures. Internal audit informs the Management Board, the Audit and Remuneration Committee and the Supervisory Board about its activities and audit plan.

The Company complies with the provisions of the Code, except for those provisions that cannot be implemented at a given time. Such exceptions are as follows:

- The Company will not provide a proxy holder for shareholders who are unable to vote personally at the General Meeting for any reason. The Company has not received such requests from its shareholders to date but does provide its shareholders with a proxy form to help them empower a person of their choice;

- The Company does not maintain a long-term succession plan within the meaning of the Code but has a general plan for the replacement of key function holders through ongoing training programs;

- The remuneration paid to the Supervisory Board Members was not determined based on their contribution to the Company’s performance but equals a fixed amount in line with the decision of the General Meeting. In order to maintain the independence and objectivity of the Supervisory Board members, the remuneration of the members of the Supervisory Board does not depend on the results of the Company and does not contain a variable part of the remuneration. In addition, it is not possible to evaluate each Supervisory Board Member’s contribution to the Company’s performance, especially since the Supervisory Board Members are not actively involved in the management of Company’s business;

- The Audit and Remuneration Committee is not mostly comprised of independent Supervisory Board Members. It was decided to implement an alternative solution offered by Article 65 of the Audit Act, so the Supervisory Board appointed all three Members of the Audit Committee from among Supervisory Board Members. Of these three Audit and Remuneration Committee members, one is an independent Supervisory Board member and his membership in this Committee reflects the relevant proportion of independent members in the Supervisory Board. All three Audit Committee members are financial experts;

- The Supervisory Board did not prepare an evaluation of its activities in the past period, except for the review contained in the 2021 Supervision Report and the results of examining reports relevant to the closing of the fiscal year 2021;

- No transactions were conducted that involved any Supervisory Board Members or their related parties and the Company or its related parties, which is why they were not specified in the Company’s reports. This also pertains to transactions involving Management Board members or Executive Directors or their related parties and the Company or its related parties;

- No contracts or agreements were entered in 2021 between Supervisory Board Members or Management Board Members and the Company;

In 2021, in accordance with the provisions of the Corporate Governance Code, the Company adopted the Code of Conduct, the Policy on Reporting Irregularities and the Conflict of Interest Management Policy, which acts are also published on the Company's official website.

During 2021, the Audit and Receipts Committee adopted the Policy on Unauthorized Audit Services.

As part of its organisational model that encompasses all business operations and processes, the Company maintains developed internal control systems on all relevant levels which, inter alia, provide a true and fair view of the financial statements and business reports.

Pursuant to the Capital Market Act, the Zagreb Stock Exchange Rules and other applicable regulations, JADRAN d.d. duly discloses the required inside information and any changes thereto as soon as such changes occur.

SUPERVISORY BOARD

Crikvenica, April 28, 2022

Pursuant to Article 300.d, subject to the provision of Article 300.c of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22), and Article 34 of the Articles of Association of JADRAN d.d., the Supervisory Board of JADRAN d.d., having its registered office in Crikvenica, Bana Jelačića 16, adopted at its 46 th meeting held on April 28, 2022 the following

Resolution on the Validation of Annual Financial Statements

I

The 2021 Annual Financial Statements for the Company are hereby approved, including as follows:

Balance Sheet with assets equal to the liabilities in the amount of HRK 872,089,012

Profit and Loss Statement with an operating loss in the amount of -HRK 7,575,778

Cash Flow Statement – Indirect Method showing a reduction in cash and cash equivalents in the amount of -HRK 10.939.580 in 2021

Statement of Changes in Capital and Reserves amounting as at December 31, 2021 to a total of HRK 482,237,268

Notes to the Annual Financial Statements

Management Board's Annual Financial Condition Report

The 2021 Consolidated Annual Financial Statements for the Group are hereby approved.

The Auditor’s Report for the Company and the Group prepared by PricewaterhouseCoopers d.o.o., Heinzelova 70, 10000 Zagreb, PIN: 81744835353, is hereby also approved.

II

In accordance with the provision of Article 300.d of the Companies Act, based on the approval referred to in Section I of this Resolution, the 2021 Annual Financial Statements for Jadran d.d are hereby validated by the Management Board and the Supervisory Board.

Hanžek potpis 2022-04-28 163147

SUPERVISORY BOARD

Crikvenica, April 28, 2022

Pursuant to Article 300.d, subject to the provision of Article 300.c of the Companies Act (Official Gazette No. 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09, 125/11, 152/11, 111/12, 68/13, 110/15, 40/19, 34/22), and Article 34 of the Articles of Association of JADRAN d.d., the Supervisory Board of JADRAN d.d., having its registered office in Crikvenica, Bana Jelačića 16, adopted at its 46 th meeting held on April 28, 2022 the following

DRAFT RESOLUTION ON LOSS COVERAGE FOR 2021

I

It is hereby established that in the business year that ended on December 31, 2021 JADRAN d.d. recorded an operating loss in the amount of -HRK 7,575,778. It is hereby also proposed that the said loss be covered using the expected future profits.

II

It is hereby further proposed that the General Meeting accept the joint proposal of the Management Board and the Supervisory Board, as determined in Section I of this Resolution.

Hanžek potpis 2022-04-28 163147