Management Board

Mario Klarić, Director

Mario Klarić has built his career in renewable energy development and has more than two decades of experience in the design, financing, construction and management of complex power systems. As a member of the Management Board and Director of Professio Energia d.d., he is responsible for strategic portfolio management, investment planning, operational optimisation and the Company's long-term financial positioning.

He graduated from the Faculty of Electrical Engineering and Computing, University of Zagreb, where he also earned his master's and doctoral degrees. He began his career in academia at the Department of High Voltage and Power Systems, where he analysed power systems. During his fourteen years at Dalekovod, he held a range of technical and management positions and contributed to major electricity transmission infrastructure projects in Croatia and abroad. He gained extensive experience in managing high-value projects, risks and costs, as well as coordinating international contractual relationships. At Professio Energia, his focus is on disciplined capital management, structuring investment cycles and securing long-term predictable cash flows from renewable energy generation assets. He places particular emphasis on regulatory compliance, plant reliability, financial structure optimisation and responsible risk management. He directs project development in line with sustainable finance standards, ensuring transparency, compliance and a measurable contribution to the energy transition. This approach is designed to support stable portfolio growth, business resilience and lasting value for shareholders, while responsibly managing impacts on the environment and communities. He is a member of the Croatian Chamber of Electrical Engineers, IEEE, CIGRE and the Croatian Academy of Sciences and Arts. He is fluent in English and German.

Role and responsibilities of the Management Board

The Management Board manages the Company’s business under its own responsibility, represents the Company and defines its strategy and development plan. It is responsible for managing the Company’s operations and resources, financial reporting, organisation and adoption of internal acts, risk management and the internal control system, as well as overseeing the activities of subsidiaries. In managing the Company’s business, the Management Board takes into account the interests of shareholders and other key stakeholders, as well as the impacts of the Company’s operations on the environment and communities, human and labour rights, and the principles of responsible business conduct. The Management Board and the Supervisory Board cooperate in the best interests of the Company, particularly on matters relating to strategy, sustainability, development and the management of significant risks. The Management Board regularly reports to the Supervisory Board on business performance, financial position, significant financial and non-financial risks, and other circumstances that may have a significant impact on the Company’s operations or reputation.

Prior approval and consultation with the Supervisory Board

The Management Board is required to obtain the prior approval of the Supervisory Board for decisions and legal transactions of greater significance to the Company, in particular for assuming significant obligations, disposing of real estate, shares, securities and equity interests, and other matters specified in the Company’s Articles of Association and internal acts. The Management Board consults the Supervisory Board on matters relating to business strategy and development, sustainability and risk management, the activities of subsidiaries, status changes, acquisitions and disposals of assets, and other decisions that may have a significant impact on the Company’s operations and risk exposure.

Supervisory Board

Đuro Tatalović, Chairman of the Supervisory Board

Đuro Tatalović is a senior executive with more than 15 years of experience in finance, restructuring and corporate governance.

Throughout his career, he has held a number of senior positions at Croatian companies, including the Dalekovod Group, where he was involved in financial restructuring and strategic management, and KONČAR - Generatori i motori, where he served as President of the Management Board.

He currently serves as a member of the Management Board of Tisak plus. He holds a degree in economics and has completed postgraduate studies at the Faculty of Economics and Business in Zagreb. He brings to the Supervisory Board of Professio Energia extensive experience in managing complex business systems, financial planning and strategic development.

Gordana Neralić, Deputy Chair of the Supervisory Board

Gordana Neralić is an asset management and capital markets professional with more than 20 years of experience in the pension industry.

She serves as Director of the Asset Management Division at Erste d.o.o. Mandatory and Voluntary Pension Fund Management Company, where she leads investment teams and contributes to the development and implementation of investment strategies. Over the course of her career, she has developed deep expertise in portfolio management, capital market analysis and alternative investments.

She holds a master's degree from the Faculty of Economics and Business, University of Zagreb, is a licensed investment adviser and is a CFA charterholder.

Denis Peranić, Member of the Supervisory Board

Denis Peranić is a business professional with extensive international experience in the energy and industrial sectors, with a strong focus on sales, business development and key account management.

Throughout his career, he has held a number of senior management positions at global companies including General Electric, Alstom and ABB. In these roles, he led international sales activities, developed market strategies and managed complex commercial projects across Europe and other international markets. He graduated from the Faculty of Mechanical Engineering and Naval Architecture, University of Zagreb, and completed additional training in business management at the MBA School of Business Management, Faculty of Economics and Business in Zagreb.

Independence of Supervisory Board members

Gordana Neralić and Denis Peranić are independent members of the Supervisory Board in accordance with the independence criteria set out in the Corporate Governance Code. Đuro Tatalović is a non-independent member of the Supervisory Board, as he was directly appointed by a shareholder pursuant to the appointment right established by the Company’s Articles of Association.

Role and responsibilities of the Supervisory Board

The Supervisory Board oversees the management of the Company’s business and the work of the Management Board and monitors compliance with applicable laws, the Company’s internal acts and resolutions of the General Assembly. Within its remit, it participates in the development and approval of the Company’s strategy, business plan and budget, appoints and dismisses the Management Board and plans succession, and grants prior approval for decisions and legal transactions where such approval is required by the Company’s Articles of Association and internal acts. Together with the Management Board, the Supervisory Board also agrees policies on responsible business conduct in accordance with the Corporate Governance Code.

Audit Committee

Gordana Neralić, Chair of the Audit Committee

Đuro Tatalović, Member of the Audit Committee

Denis Peranić, Member of the Audit Committee

Role and responsibilities of the Audit Committee

The Audit Committee is composed of the same members as the Supervisory Board. Its key responsibilities include monitoring the financial reporting process, the effectiveness of internal control and risk management systems, and the statutory audit of the annual and consolidated financial statements. The Audit Committee monitors the independence and objectivity of the external auditor, participates in the auditor selection process and makes recommendations to the Supervisory Board, and monitors the implementation of the external auditor’s recommendations. It regularly reports to the Supervisory Board on its activities and findings.

Diversity and gender equality

Professio Energia has a simple organisational structure with a sole-member Management Board and no senior management level. The Supervisory Board, which also performs the functions of the Audit Committee, has three members, one of whom is a woman (33%).

When appointing members of the Company’s management and supervisory bodies, the Company takes into account candidates’ professional knowledge, experience and competencies, while promoting equal opportunities, diversity and balanced gender representation.

Change of ownership

In 2025, the ownership structure changed when the shares previously held by Croatia osiguranje were transferred to its ultimate parent company, Adris Grupa.

Capital increase

In 2025, share capital was increased by a nominal amount of EUR 2,860,000.00 through a cash contribution and the issuance of 220,000 new ordinary shares.

Governance aspects

The Group's governance is based on transparency, accountability, professionalism and long-term sustainability. Its governance structure clearly defines the powers and responsibilities of the General Assembly, Supervisory Board and Management Board in accordance with the Zagreb Stock Exchange Corporate Governance Code, the Companies Act and other applicable regulations.

In line with information security standards and best practice, the Group maintains robust IT security measures, including intrusion detection and prevention systems, data encryption and regular reviews of user access and permissions. Particular attention is paid to personal data protection and compliance with the General Data Protection Regulation (GDPR).

The governance culture at Professio Energia d.d. is based on dialogue, expertise and responsible decision-making, with a clear focus on sustainability, resilience to risk and long-term value for all stakeholders.