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 Acting pursuant to the authority set out in Article 277 of the Companies Act and Article 34 of the Articles of Association of INA – INDUSTRIJA NAFTE, d.d., at the 10th Board meeting held on 13 April 2011 the Management Board rendered the decision to call an
 

GENERAL SHAREHOLDERS' ASSEMBLY
of INA – INDUSTRIJA NAFTE, d.d. Zagreb
scheduled for  23  May  2011 in Zagreb, Croatia
on the mezzanine floor of the central office building of INA-Industrija nafte, d.d.
on the  at 12 a.m. 

 
The Assembly is to proceed according to the proposed
 
A G E N D A
 

The Management Board and the Supervisory Board proposed the following decisions to the Shareholders' Assembly: 
 
Ad. 3
 
Based on approved 2010 Financial Statements of INA-Industrija nafte, d.d. Zagreb, it is established profit for 2010 in amount of HRK 1,767,154,801.47 that is allocated as follows:
 
1.       Legal reserves in amount of HRK  88,357,740.07 and
2.       Retained earnings in amount of HRK 1,678,797,061.40
 
Ad. 4
 
Discharge is granted to the INA, d.d.  Management Board members for business year 2010
 
Ad. 5
 
Discharge is granted to the INA, d.d. Supervisory Board members for business year 2010
 
 
Ad.6
 
The Company's list of business activities is to be amended by addition of the following activities:

Ad. 7
 
Amendments of the Articles 3, 4, 5, 35 and 36 of Articles of Association of INA, d.d
 
Article 1
 
In Article 3 paragraph 2 new indents shall be added as follows:
 
The trademark of the Company consists of the characteristic „INA“ letters such that the letter „I“ contains a circle in the upper part, and the height of the letters is twice their width. The Circle is not colored in, but transparent and of the same color as the background, with the exception of filling stations, where the circle might be red.
 
 
Article 2.
 
In Article 4 paragraph 1 new indents shall be added as follows:

Article 3
 
In Article 5 paragraph 1, the phrase “on the Company’s website” shall be substituted with “on the Company’s web pages”.
Article 4
 
Article 35 shall be altered as follows:
 
Notices of General Assembly and announcements
 
Notices of General Meetings and proposals  shall be published in “Narodne novine” (the Official Gazette of the Republic of Croatia), as well as in foreign newspapers if so required by the rules of any stock exchange market in which the Company’s shares are listed and on the Company’s website. Only publication in the Official Gazette is considered relevant. A notice of a General Meeting must be sent in advance as prescribed by the applicable laws.
 
Announcements from the Article 281 paragraph 1 of the Companies Act (the Official Gazette 111/93, 34/99, 121/99, 52/00, 118/03, 107/07, 146/08, 137/09) shall be released on the Company’s website.
 
Article 5
Article 36 shall be altered as follows:
 
The right to participate in General Assembly shall have each shareholder registered within the computer system of the Central Depository and provided that he/she sent an application for participation at the General Assembly meeting prior, and that the Company received, at the address indicated in the notice convening this meeting, the notification of his/her intention to participate at he General Meeting six (6) days before such meeting at the latest. The date application is received by the Company is not included in this 6 day deadline.
Shareholders may attend General Assembly either in person or through their authorized agents.
The Power of attorney shall include:

 
The abovementioned power of attorney shall be deposited by personal delivery or post at the office of the Company’s Secretary six day before the day of holding of the General Meeting at the latest.
Any legal person who is a shareholder of the Company may, by resolution of its Management Board or under the hand of an officer duly authorized by it, authorize such person as it thinks fit to act as its representative at any General Meeting of the Company. A person so authorized shall be entitled to exercise the same power on behalf of the grantor as the grantor could exercise itself, save that the Company may require such person to produce a certified copy of the resolution of authorization or other authority before permitting him to exercise his powers. The grantor shall, for the purpose of these Articles, be deemed to be present in person at any such meeting if a person so authorized is present at the meeting.
 
For the purpose of exercising their rights and obligations, shareholders may organize themselves into associations of shareholders in the manner they determine. The associations of shareholders shall notify the Company on the number of shareholders in the association, the general meeting held, decisions passed on the election of the representatives of the association (attorneys) and his rights in the General Meeting of the Company.
 
Article 6
 
Other provisions of the Articles of Associations shall remain unaffected.
 
Article 7
 
The decision on the Amendments of the Articles of Association shall come into effect on the date of entry into the court registry.
 
Ad. 8
 
Approval is given by the General Assembly for the new Articles of Association of INA, d.d.  as in the enclosed text.
 
On the day the new Articles of Association come into effect, the Articles of Association dated 19 April 2010 (consolidated text) shall no longer be valid.
 
Ad. 9
 
For the business auditor in INA, d.d. for 2011 Deloitte d.o.o. , Radnička cesta 6, Zagreb is selected.
 
 
ARGUMENTS FOR AGENDA ITEMS OF THE GENERAL ASSEMBLY MEETING
 
Ad 2: Pursuant to the Article 280 of the Companies Act, INA d.d. shall notify the shareholders that pursuant to Article 300d of the Companies Act the Management Board and the Supervisory Board established the financial statements of the Company and consolidated annual financial statements of INA Group for the year 2010. The financial statements shall be presented to the General meeting of the Company together with the Annual report of the Management Board on Company and Group status and operations in 2010, and Supervisory Board Report on conducted control in 2010.
The General Assembly under this item shall not render any decisions.
 
Ad 3: The Management and Supervisory Boards propose to the General Assembly that the net profit is allocated to legal reserves and retained earnings.
Company’s main goal is to maintain financial flexibility and ensure efficiency of the business processes in the current business environment. Over the course of years to follow, we aim at preserving financial stability, improving efficiency and maximizing the value of the current portfolio.
The proposal highlights the Company’s commitment to the financial stabilization of INA that will ensure keeping financial flexibility and appropriate level of liquidity while assuring the efficient operations in the current business environment.
In 2009 and 2010, full repayment of overdue liabilities towards the Croatian State and suppliers required INA to significantly increase its debt level and gearing, above the level sustainable on longer term. Besides reinforcing the strong financial position by reducing indebtedness, the company will utilize its own funds to set the basis for its future growth by major investments in all business areas.
Investments in Exploration and Production activities in Adriatic and Syria would ensure the increase of hydrocarbon production while continuation of Refineries Modernization would result stable refineries operations with better white products yield, increased production of EURO V fuels, and lower own consumption and losses. In the Retail business modernisation and revitalisation of filling stations have already started, in order to meet the highest expectations and make filling stations the first choice for customers. Mentioned projects would significantly contribute to INA’s competitiveness and ensure future growth and profitability, which will bring INA to the regional market leader position.
 
Ad 4 and 5: Pursuant to Article 280 paragraph 3 of the Companies Act, the Management and Supervisory Boards propose to the General Assembly decision on Discharge of the members of the Management Board and Supervisory Board for the year 2010. On granting discharge to individual members of the Management Board i.e. Supervisory Board, may be voted separately, upon decision of General Assembly or upon request of the shareholders whose shares combined form at least one tenth of the capital stock of the Company .
 
Ad 6:
Amendments to the Company’s list of business activities are proposed in accordance to Company’s business purposes.
 
 
Ad 7:   Explanation of the Amendments of the Articles 3, 4, 5, 35 and 36 of Articles of Association of INA, d.d
 
a)       Amendments to the Article 3 paragraph 2 of the Articles of Association referring to the Company trademark is required due to business purposes.
b)       Amendments to the Article 4 paragraph 1 of the Articles of Association are required in terms of addition to the business activities as referred to in item 7.
c)       In Article 5 paragraph 1, for the purpose of harmonization of terminology the with the Companies Act, the phrase “on the Company’s website” shall be substituted with “on the Company’s web pages”.
d)       The Amendments of the Article 35 of the Articles of Association refer to the announcement of invitation i.e. announcement from the Article 281 paragraph 2 of the Companies Act via Company’s website.
e)       In addition, amendments to the Article 36 of the Articles of Association are proposed due to harmonization with the Amendments to the Companies Act from 2009, which prescribed that the Company must receive the application for participation at the General Assembly no later than six days prior to the General Assembly meeting (the deadline does not include the date of receipt at the Company), while the current Article 36 of the Articles of Association of the Company prescribes that the condition of  application for participation is fulfilled beforehand if one applies at least 7 days before the General Assembly Meeting.
 
 
Ad 8: No particular explanation
 
 
Ad 9:Pursuant to Article 280 paragraph 3 of the Companies Act the Supervisory Board proposes to the General Assembly decision on selecting Deloitte d.o.o., Radnička cesta 6 for the Business Auditor in INA, d.d. for 2011.

Invitation to the Shareholders 
 

The Company's Shareholders or custodian of such Shareholders (hereinafter referred to as “Shareholders”) in INA – Industrija nafte, d.d. listed in the Securities Register of the Central Clearance and Depository Company are invited to attend the proceedings of the General Assembly on 23 May 2011 in Zagreb, Croatia, on the mezzanine floor of the central office building of INA-Industrija nafte, d.d, at 12 a.m.
 

Each Shareholder of INA –Industrija nafrte d.d. that is listed in the Securities Register of the Central Clearance and Depository Companyis entitled to participation and voting at the General Assembly.No later than six days prior to the General Assembly meeting, excluding the date of receipt at the Company, i.e. 16 May 2011. at the latest, 24:00 p.m. the shareholder must deliver a written registration form. Shareholder of the Company is every natural or legal person that was, as the Company’s shareholder, listed in the Securities Register of the Central Clearance and Depository Company, d.d., Zagreb on the last day of registration for participation at the General Assembly, i.e. 16 May  2011. at the latest.
 
In the event that a Shareholder wishes to appoint an authorized agent (proxy) to attend and vote at the General Assembly, the Registration Form is to be supplemented with an Authorization certified by a notary public. At the General Assembly, The Shareholders may be represented by an authorized agent based on valid authorization issued by the Shareholder, i.e. which on behalf of the Shareholder, which is a legal person, is issued by an person authorized to represent it according to the law
 
In the Registration Form the Shareholders shall state whether they are to attend the Assembly in person or via an authorized agent. In the event that a Shareholder does not wish to attend the Assembly proceedings in person and wishes to assign the right to attendance and vote to an authorized agent, the Shareholder shall include a valid authorization to this effect, certified by a notary public. 
 
The Registration Form may be found on the Company's website (www.ina.hr) and may also be obtained by fax on request to the Company Secretary's Office.
 
The Registration Form shall include the following particulars:
 
               I.Registration for the Shareholder -  natural person
-          Name and family name, residence, address, number of account opened with the Clearance and Depository Company and the total number of shares of the shareholder concerned
 
              II.Registration for the Shareholder -  legal person
-          company name, headquarters and address, personal identification number
-          account number at the Central Clearance and Depository Company and the total number of  shares of the shareholder concerned
-          An excerpt from the court register or from other register in which the legal person is entered or a copy of such document, a certified copy or other appropriate public document clearly showing that the application was signed by a person who is under law authorized to represent the legal person concerned shall be attached to the application  Company name of the legal person, seat and address, personal identification number (OIB)
 
            III.Registration submitted by the Shareholders Authorized agent
 
a) Authorized agent – natural person:

b) Authorized agent – legal person
 
-company name, headquarters and address, personal identification number
-List of shareholders representing, and account numbers at the Central Clearance and Depository Company and the total number of shares for all represented shareholder
-Individual powers of authority given by shareholders in written form shall be attached to the application; if a shareholder is a legal person, the attachment shall contain an excerpt from the court register or other register in which the legal person is entered or a copy of such document, a certified copy or other public document clearly showing that the power of authority was signed by a person who is under law authorized to represent the legal person concerned
 
The Authorization for the registration for participation and/or voting at the General Assembly shall include the following particulars of theauthorizer: Authorizer's name and surname or the company’s name, place of residence, address or headquarters, account number at the Central Clearance and Depository Company and the total number of  shares, Authorized agent’s name and surname or the company’s name, place of residence, address or headquarters, authorizer’s signature, or legal representative or representative by law, if the authorizer is a legal person, and  the text of the authorization (authorization to vote on Shareholder's behalf) stating that the authorized agent is entitled to attend and vote on behalf of the issuer on all items in the Agenda
 
Authorization shall be valid only for one general meeting, however, they will be also valid at the repeated general meeting, if any, reconvened due to lack of quorum.
If the authorizer is a legal person, the authorization shall be signed by the authorized representative.
If the Registration Form or the Authorization is not prepared in Croatian, a Croatian translation certified by an official court interpreter shall be attached.
 
The Registration Form, either for attendance in person or via an authorized agent, shall be delivered in person or via registered mail six days at the latest prior to the scheduled date of the Assembly (by 24 p.m. on 16 May 2011.) at the address:
 
INA - INDUSTRIJA NAFTE, d.d.
Company Secretariat
ZAGREB, Avenija V. Holjevca 10
Fax: +385 1/6452-103; Tel: +385 1/6450-103
"For the General Assembly of INA, d.d."
 
Voting shall be performed in electronic way. The voting procedure shall be explained as part of item 1 of the Agenda.  
 
The share capital is divided into 10 million shares, and each Company’s share equals one vote at the General Assembly. The Shareholder may vote in person or via an authorized agent or via shareholders’ association.
 
Materials pertaining to the individual items on the Agenda shall be available to all interested Shareholders on the Company's premises, as of the announcement date, at the address stated above, on working days, from 10 a.m. to 3 p.m. on working days. The materials shall also be released on the Company’s website (www.ina.hr) on the same day.
 
In case of holders of depository receipts (DRs) issued pursuant to a foreign law, Citibank N.A. as the issuer of such DRs, shall be entitled to exercise rights of representation. Holders of DRs will be entitled to exercise their voting rights by a Letter of Authorized agent issued in favour of Citibank as the depositary, in accordance with the Articles of Association of the Company, the Deposit Agreement and applicable laws. We request the DR holders to obtain information on the detailed rules of procedure at the customer service of the Citibank.INA shall have no liability for the performance of, or the failure to perform, the instructions given to securities account holder.
 
Registration of the participants in the General Assembly shall take place on 23 May 2011. , between 10:00 and 11:30 at the entrance to the mezzanine hall of the central office building, Av. V. Holjevca 10, 10000 Zagreb, afterwards registration shall not be possible. The Shareholders (or their authorized agents) are kindly requested to register within the time stated above. After the closing of the registration, those shareholders and authorized agents or nominees, who are not listed in the attendance list but registered in the share register, are entitled to participate at the general meeting but cannot exercise their voting rights.
 
At the registration the shareholders, or their authorized agents or representatives must provide a valid identification card prescribed by the law. As for the authorized agents who are legal persons, a court or other register excerpt in which the legal person is listed must be delivered if it was not delivered during submitting applications for participation at the General Assembly.
 

The shareholders who intend to ask questions at the General Assembly regarding individual agenda items are hereby asked, for the purpose of an efficacious organization of the work of the General Assembly, to announce their intention in writing when submitting their application for participation in the General Assembly or during the registration of participants prior to the General Assembly at the latest and to indicate the agenda item which their question or proposal will refer to and the content of their question.
 
If Shareholders who together hold a twentieth part of the share capital of the Company request, after the General Assembly is convened, that an additional item is included in the agenda and published, the new agenda item should be accompanied by an explanation and respective decision proposal. Shareholders shall deliver the requests to add new items to the agenda at least 30 days prior to the day the General Assembly takes place. This deadline does not include the day the request is received by the Company. In case the previously stated deadline is not observed, the proposed additional items of the Agenda would be considered as not validly published and no decision on them can be made at the General Assembly.
 
Shareholders have the right to submit counterproposals to the proposals submitted by the Management Board and/or Supervisory Board relating to the particular agenda item. Counterproposals, together with the names and surnames of shareholders, explanation and opinion by the Management Board if any, shall be reported to credit or financial institutions and to shareholder associations that voted on behalf of shareholders at the previous General Assembly and made available to shareholders on web pages of the Company (www.ina.hr), in case a shareholders submits his/her counterproposal to the Company at the Company's address, at least 14 days prior to the day the General Assembly takes place. The date counterproposal is received by the Company is not included in this 14 day deadline, which expires accordingly on 9 May 2011. In case the shareholder does not exercise this right, he shall still be entitled to make counterproposals at the General Assembly. The same applies to shareholders proposals regarding the election of the Supervisory Board Members or appointment of the auditor of the Company.
 
In the event of a lack of quorum for the Assembly scheduled for 12 a.m., the Assembly shall be convened at 2 p.m. on the same day and on the same premiseswith the same agenda. Such repeatedly convened general meeting shall have a quorum for issues originally put on the agenda irrespective of the number of the shareholders present or represented.
 
The official language of the general meeting is Croatian; the Company will provide simultaneous English-Croatian and Croatian-English translation.
This announcement is published in Croatian and in English. The official text of this announcement is in Croatian only.