Cinkarna Celje

Pre-Annual General Meeting Information • Apr 17, 2025

The text is an informative translation of the original document in Slovene.

29th ORDINARY GENERAL MEETING OF SHAREHOLDERS OF CINKARNA CELJE, d. d.

to be held on Wednesday, 21 May 2025, at the Company's registered office at 26 Kidričeva ulica, Celje, in the premises of the multi-purpose building, starting at 2 p.m.

AGENDA AND MOTIONS FOR RESOLUTIONS WITH EXPLANATORY STATEMENTS

1. Opening of the General Meeting, election of the working bodies and attendance.

PROPOSED RESOLUTION No. 1:

Lawyer Stojan Zdolšek is elected as Chairman of the General Meeting and IXTLAN FORUM, d.o.o., is elected as the Teller of Votes.

Explanation:

The Management Board proposes to the General Meeting the election of the working bodies of the General Meeting, i.e. the Chairperson and the Teller of Votes. The Chairperson of the General Meeting is elected for each General Meeting separately. IXTLAN FORUM, d.o.o., Ljubljana, which has been selected on the basis of positive references and has successfully taken care of voting and counting of votes at the General Meetings of Cinkarna Celje, d. d. in the past few years, is proposed as the Teller of Votes. The election of the Working Bodies will ensure that the General Meeting is conducted in a lawful manner.

2. Rules of Procedure for the General Meeting of Shareholders of Cinkarna Celje, d. d.

PROPOSED RESOLUTION No. 2:

The General Meeting adopts the Rules of Procedure for the General Meeting of Shareholders of Cinkarna Celje, d. d.

Explanation:

Due to multiple amendments to applicable legislation and to the Articles of Association, as well as in light of the general need to modernise the governance framework, the Management Board proposes that the General Meeting adopt a new Rules of Procedure for the General Meeting of Shareholders of Cinkarna Celje, d.d. The proposed Rules of Procedure are simplified in comparison to the currently valid version. Redundancies arising from duplications of statutory and Articles of Association provisions have been removed. The proposed text provides a more structured regulation of the conduct of the General Meeting and the key rights and obligations of the participants. The updated Rules of Procedure newly define the available voting methods and include provisions related to the organisation of electronic General Meetings. In order to further streamline the procedural conduct of the General Meeting, the provisions requiring a quorum have been removed.

3. Presentation to the General Meeting of the audited annual report for the financial year 2024, the auditor's report and the Supervisory Board's report for the financial year 2024, the remuneration report of the management and supervisory bodies of CINKARNA Celje d.d. for the financial year 2024, adoption of the resolution on the use of the balance-sheet profit, and the discharge of the members of the Management Board and the Supervisory Board for the financial year 2024.

PROPOSED RESOLUTION No. 3.1:

The General Meeting takes note of and approves the Remuneration Report of the Management and Supervisory Bodies of CINKARNA Celje d. d. for 2024.

PROPOSED RESOLUTION No. 3.2:

The distributable profit as at 31 December 2024 of EUR 23,093,257.13, consisting of net profits generated before 2024 of EUR 6,007.39 and net profit in 2024 of EUR 23,087,249.74, shall be used as follows:

- for the payment of dividends, specifically EUR 1.80 per share, totalling EUR 14,003,812.80, while the remaining portion of the profit in the amount of EUR 9,089,444.33 shall be retained as retained earnings of the financial year.

The Company shall pay dividends on 27 June 2025 to shareholders registered with the KDD on 26 June 2025.

PROPOSED RESOLUTION No. 3.3:

The General Meeting hereby discharges the members of the Management Board for the financial year 2024.

PROPOSED RESOLUTION No. 3.4:

The General Meeting hereby discharges the members of the Supervisory Board for the financial year 2024.

Explanations:

To 3.1

The Supervisory Board examined the Annual Report of Cinkarna Celje, d. d. for 2024. It had no comments or reservations and therefore unanimously approved it. With this approval, the Annual Report 2024 was adopted. The Supervisory Board also considered the Auditor's Report and the work of the Statutory Auditor. It had no comments on any of them.

Article 294b of the Companies Act (ZGD-1) requires a company whose securities are traded on a regulated market to prepare a clear and comprehensible remuneration report containing a comprehensive overview of the remuneration, including all benefits in any form, provided or owed by the company to each member of the management and supervisory body during the last financial year. The remuneration report was reviewed and reported on by the auditor. The Remuneration Report is submitted to the General Meeting in the same manner as the Annual Report. The General Meeting has the right to vote in a consultative manner on the remuneration report for the last financial year. The remuneration report must be made publicly available by the company promptly after the vote at the General Meeting on the company's website, where it must remain free of charge and publicly accessible for at least ten years.

To 3.2

The Company made a balance sheet profit at the end of the financial year 2024, which is explained in more detail in the publicly published audited Annual Report for the financial year 2024. The proposal for the appropriation of distributable profit and the payment of dividends is based on the Company's business performance. It ensures competitive returns for shareholders in accordance with the dividend policy, while also taking into account current market conditions and related business challenges. By adopting a balanced approach to profit allocation, the Company strengthens its capital base, which constitutes an essential foundation for future development and investment activities. As a result of outperforming the planned results, the proposed dividend exceeds the amount envisaged by the dividend policy.

To 3.3 and 3.4

The proposed resolution for the discharge of the Management Board and the Supervisory Board proposes to confirm and approve the work of the Management Board and the Supervisory Board in the financial year 2024. This proposal will be put to a separate vote for the Management Board and the Supervisory Board, in accordance with the recommendation of the Slovenian Code of Corporate Governance for Public Limited Companies. The proposers consider that the Company was properly, diligently and lawfully managed and supervised in the financial year 2024 and therefore propose that the General Meeting grants a discharge to the Management Board and the members of the Supervisory Board of the Company for the financial year 2024.

The Annual Report for the financial year 2024 with the Supervisory Board's report on the results of the review of the Annual Report for the financial year 2024 and the Remuneration Report of the Management and Supervisory Bodies of Cinkarna Celje, d. d. for 2024 are available on the Company's website www.cinkarna.si and on the stock exchange information system SEO-net.

4. Remuneration Policy for Management and Supervisory Bodies of CINKARNA Celje, d. d.

PROPOSED RESOLUTION No. 4:

The General Meeting takes note of and approves the Remuneration Policy for Management and Supervisory Bodies of CINKARNA Celje, d. d.

Explanation:

Pursuant to Article 294a of the Companies Act, a company whose securities are traded on a regulated market must draw up a remuneration policy for its management and supervisory bodies, which is submitted to the General Meeting for approval. The remuneration policy must be clear and comprehensible and must contain at least the elements set out in Article 294a(2) of the Act. The Company determines the remuneration of the members of the management and supervisory bodies only in accordance with the remuneration policy submitted to a vote for approval at the General Meeting. The vote on the remuneration policy at the General Meeting is advisory. The Remuneration Policy must be made publicly available on the Company's website immediately after it has been voted on at the General Meeting, together with the date and results of the vote, where it must remain free of charge and publicly accessible for at least as long as it is applicable and for at least ten years.

The Company had already proposed the adoption of the document to the General Meeting at the 28th Ordinary General Meeting, but the General Meeting did not approve it.

In accordance with the above and the legal obligation, the Management Board and the Supervisory Board prepared a new version of the Remuneration Policy for Management and Supervisory Bodies of Cinkarna Celje, d.d. and propose that the General Meeting approves it.

The Remuneration Policy for Members of the Management Board and Supervisory Board of Cinkarna Celje, d.d. is available on the Company's website www.cinkarna.si and on the stock exchange information system SEO-net.

5. Amendment to the Articles of Association of Cinkarna Celje, d. d.

PROPOSED RESOLUTION No. 5.1:

In the third indent of the preamble to the Articles of Association, the word "upravljalske" shall be replaced by the word "upravljavske".

PROPOSED RESOLUTION No. 5.2:

The third paragraph of Article 1 of the Articles of Association shall be amended to read as follows:

The registered office of the Company is at: Kidričeva ulica 26, 3000 Celje.

PROPOSED RESOLUTION No. 5.3:

Article 2 of the Articles of Association shall be amended to read as follows:

The company's activity is:

Name of activity (Standard Classification of Activities)

C	MANUFACTURING
C/18	PRINTING AND REPRODUCTION OF RECORDED MEDIA
18.120	Other printing
C/20	MANUFACTURE OF CHEMICALS AND CHEMICAL PRODUCTS
20.110 20.120 20.130 20.140 20.150 20.200	Manufacture of industrial gases Manufacture of dyes and pigments Manufacture of other inorganic basic chemicals Manufacture of other organic basic chemicals Manufacture of fertilisers and nitrogen compounds Manufacture of pesticides, disinfectants and other agrochemical
20.300	products Manufacture of paints, varnishes and similar coatings, printing ink and mastics
20.590	Manufacture of other chemical products n.e.c.
C/22	MANUFACTURE OF RUBBER AND PLASTIC PRODUCTS
22.120 22.210 22.250 22.260	Manufacture of other rubber products Manufacture of plastic plates, sheets, tubes and profiles Processing and finishing of plastic products Manufacture of other plastic products
C/23	MANUFACTURE OF OTHER NON-METALLIC MINERAL PRODUCTS
23.620 23.640	Manufacture of plaster Manufacture of mortars
C/25	MANUFACTURE OF FABRICATED METAL PRODUCTS, EXCEPT MACHINERY AND EQUIPMENT

• 25.110 Manufacture of metal structures and parts of structures
• 25.400 Forging and shaping metal and powder metallurgy
• 25.510 Coating of metals
• 25.520 Heat treatment of metals
• 25.530 Machining of metals

C/27 MANUFACTURE OF ELECTRICAL EQUIPMENT

• 27.110 Manufacture of electric motors, generators and transformers
• 27.120 Manufacture of electricity distribution and control apparatus

C/28 MANUFACTURE OF MACHINERY AND EQUIPMENT N.E.C.

• 28.130 Manufacture of other pumps and compressors
• 28.140 Manufacture of other taps and valves
• 28.150 Manufacture of bearings, gears, gearing and driving elements
• 28.220 Manufacture of lifting and handling equipment
• 28.290 Manufacture of other general-purpose machinery n.e.c.
• 28.910 Manufacture of machinery for metallurgy

C/33 REPAIR, MAINTENANCE AND INSTALLATION OF MACHINERY AND EQUIPMENT

• 33.120 Repair and maintenance of machinery
• 33.130 Repair and maintenance of electronic and optical equipment
• 33.140 Repair and maintenance of electrical equipment
• 33.200 Installation of industrial machinery and equipment

D ELECTRICITY, GAS, STEAM AND AIR CONDITIONING SUPPLY

D/35 ELECTRICITY, GAS, STEAM AND AIR CONDITIONING SUPPLY

• 35.110 Production of electricity from non-renewable sources
• 35.120 Production of electricity from renewable sources
• 35.130 Transmission of electricity
• 35.140 Distribution of electricity
• 35.150 Trade of electricity
• 35.160 Storage of electricity
• 35.210 Manufacture of gas
• 35.300 Steam and air conditioning supply

E WATER SUPPLY; SEWERAGE, WASTE MANAGEMENT AND REMEDIATION ACTIVITIES

E/36 WATER COLLECTION, TREATMENT AND SUPPLY

• 36.000 Water collection, treatment and supply
• 37.000 Sewerage
• E/38 WASTE COLLECTION, RECOVERY AND DISPOSAL ACTIVITIES
• 38.110 Collection of non-hazardous waste
• 38.120 Collection of hazardous waste
• 38.210 Materials recovery
• 38.220 Energy recovery
• 38.230 Other waste recovery
• 38.310 Incineration without energy recovery
• 38.320 Landfilling or permanent storage
• 38.330 Other waste disposal
• 39.000 Remediation activities and other waste management service activities

F CONSTRUCTION

F42 CIVIL ENGINEERING

42.990 Construction of other civil engineering projects n.e.c.

G WHOLESALE AND RETAIL TRADE

G/46 WHOLESALE TRADE

• 46.190 Activities of agents involved in non-specialised wholesale
• 46.820 Wholesale of metals and metal ores
• 46.850 Wholesale of chemical products
• 46.870 Wholesale of waste and scrap
• 46.900 Non-specialised wholesale trade

G/47 RETAIL TRADE

• 47.120 Other non-specialised retail sale
• 47.520 Retail sale of hardware, building materials, paints and glass
• 47.910 Intermediation service activities for non-specialised retail sale
• 47.920 Intermediation service activities for specialised retail sale

H TRANSPORTATION AND STORAGE

H/49 LAND TRANSPORT AND TRANSPORT VIA PIPELINES

49.410 Freight transport by road

H/52 WAREHOUSING, STORAGE AND SUPPORT ACTIVITIES FOR TRANSPORTATION

• 52.100 Warehousing and storage
• 52.210 Service activities incidental to land transportation
• 52.240 Cargo handling

I ACCOMMODATION AND FOOD SERVICE ACTIVITIES

I/55 ACCOMMODATION ACTIVITIES

• 55.201 Holiday and other short-stay accommodation
• 55.900 Other accommodation

I/56 FOOD AND BEVERAGE SERVICE ACTIVITIES

• 56.111 Restaurant activities
• 56.220 Contract catering service activities and other food service activities

K TELECOMMUNICATION, COMPUTER PROGRAMMING, CONSULTING, COMPUTING INFRASTRUCTURE AND OTHER INFORMATION SERVICE ACTIVITIES

K/62 COMPUTER PROGRAMMING, CONSULTANCY AND RELATED ACTIVITIES

• 62.100 Computer programming activities
• 62.200 Computer consultancy and computer facilities management activities

K/63 COMPUTING INFRASTRUCTURE, DATA PROCESSING, HOSTING AND OTHER INFORMATION SERVICE ACTIVITIES

63.100 Computing infrastructure, data processing, hosting and related activities

M REAL ESTATE ACTIVITIES

M/68 REAL ESTATE ACTIVITIES

• 68.110 Buying and selling of own real estate 68.200 Rental and operating of own or leased real estate
• N PROFESSIONAL, SCIENTIFIC AND TECHNICAL ACTIVITIES

N/69 LEGAL AND ACCOUNTING ACTIVITIES

69.200 Accounting, bookkeeping and auditing activities; tax consultancy

N/70 ACTIVITIES OF HEAD OFFICES; MANAGEMENT CONSULTANCY ACTIVITIES

70.220 Other business and management consultancy activities

N/71 ARCHITECTURAL AND ENGINEERING ACTIVITIES; TECHNICAL TESTING AND ANALYSIS

71.129 Other engineering activities and related technical consultancy 71.200 Technical testing and analysis

N/72 SCIENTIFIC RESEARCH AND DEVELOPMENT

72.100 Research and experimental development on natural sciences and engineering

O OTHER BUSINESS SUPPORT SERVICE ACTIVITIES

• O/81 SERVICES TO BUILDINGS AND LANDSCAPE ACTIVITIES
• 81.220 Other building and industrial cleaning activities
• O/82 OFFICE ADMINISTRATIVE, OFFICE SUPPORT AND OTHER BUSINESS SUPPORT ACTIVITIES
• 82.920 Packaging activities

T OTHER SERVICE ACTIVITIES

• T/95 REPAIR AND MAINTENANCE OF COMPUTERS, PERSONAL AND HOUSEHOLD GOODS, AND MOTOR VEHICLES AND MOTORCYCLES
• 95.310 Repair and maintenance of motor vehicles

Management The Company may, without entry in the court register, also carry out any other activities necessary for its existence and for the performance of the activities specified in this Article of the Articles of Association, except for those activities for which special conditions are prescribed by law or which require prior authorisation from a competent authority or organisation pursuant to applicable legislation.

PROPOSED RESOLUTION No. 5.4:

Article 9 of the Articles of Association shall be amended to read as follows:

The Management Board shall, within eight (8) days from the adoption of a General Meeting resolution on the increase of share capital by issuing new shares, invite the existing shareholders by means of a public announcement in accordance with the law to subscribe and pay for the newly issued shares in proportion to their existing shareholding. The existing shareholders shall subscribe for the newly issued shares no later than fourteen (14) days from the date of the announcement, unless otherwise specified in the respective resolution on the issuance of shares.

PROPOSED RESOLUTION No. 5.5:

Article 25 of the Articles of Association shall be amended to read as follows:

The Management Board is a collective body of the Company. It consists of the President and up to three members. One of the Management Board members shall be the Workers' Director. Within the general rights and obligations conferred upon all members of the Management Board in accordance with the law and the Articles of Association, the Workers' Director shall represent and protect the interests of the employees in matters of personnel and social affairs.

PROPOSED RESOLUTION No. 5.6:

Article 31 of the Articles of Association shall be amended to read as follows:

The Management Board shall adopt decisions by a majority of votes. In the event of a tie, the decision supported by the President of the Management Board shall prevail.

PROPOSED RESOLUTION No. 5.7:

In Article 45, the phrase "si mora priskrbeti" (shall obtain) shall be replaced with the phrase "mora pridobiti predhodno« (must obtain the prior), so that the first sentence of Article 45 shall now read:

The Management Board must obtain the prior approval of the Supervisory Board

PROPOSED RESOLUTION No. 5.8:

Article 56 of the Articles of Association shall be amended to read as follows:

As a general rule, the General Meeting is held at the Company's registered office.

With the consent of the Supervisory Board, the Management Board may determine in the convocation notice that shareholders and their proxies may attend and vote at the General Meeting by means of electronic communication without being physically present (electronic General Meeting), or that the General Meeting shall be held as a virtual General Meeting without the physical presence of shareholders, their proxies, or other persons (virtual General Meeting).

Members of the management or supervisory bodies may participate in the General Meeting by means of image and sound transmission if the meeting is held electronically in accordance with the fourth paragraph of Article 297 of the Companies Act (ZGD-1) or in other cases as defined by the Rules of Procedure of the General Meeting.

The following conditions must be fulfilled for electronic and virtual General Meetings:

• the technical solution must provide real-time image and sound transmission of the entire meeting,
• the Company must ensure adequate means for verifying the identity of shareholders and their proxies,
• the technical solution must enable shareholders to vote on General Meeting proposals, submit questions, participate in discussions, submit counterproposals, make statements of intent to challenge resolutions, and perform other actions using electronic means in real time,
• the technical solution must ensure secure electronic communication.

The Management Board is authorised to specify the detailed rules for participation and voting at the electronic or virtual General Meeting and other aspects of its conduct, and shall publish them on the Company's website and/or in the convocation notice.

PROPOSED RESOLUTION No. 5.9:

The second paragraph of Article 60 of the Articles of Association shall be deleted.

PROPOSED RESOLUTION No. 5.10:

The second paragraph of Article 71 of the Articles of Association shall be deleted.

Explanations:

To 5.1

Correction of an identified typographical error.

To 5.2

Correction of the Company's business address into its accurate and proper form.

To 5.3

On 1 January 2025, a new version of the Standard Classification of Activities (SKD 2025) entered into force, replacing the previously applicable SKD 2008. As a result, the classification of activities defined in the Articles of Association was updated in accordance with the new nomenclature and structure. The list of the Company's activities was also revised by removing obsolete and adding new activities.

To 5.4

To avoid the need for regular harmonisation with statutory provisions, Article 9 of the Articles of Association no longer prescribes a specific method of publication for the issuance of new shares but instead refers directly to the applicable legal provisions.

To 5.5

The sentence defining the position of the President of the Management Board as the General Director is deleted from Article 25 of the Articles of Association. This amendment ensures alignment with the actual organisational structure, as the function of General Director is no longer in place.

To 5.6

A new second paragraph has been added to Article 31 of the Articles of Association to regulate voting deadlocks within the Management Board. In order to avoid decision-making impasses, the provision grants a casting vote to the President of the Management Board in the event of a tie.

To 5.7

This is a legislative-technical amendment of the wording, making it explicitly clear that the consent of the Supervisory Board for the actions specified in Article 45 must be obtained prior to their execution.

To 5.8

Article 297 of the Companies Act (ZGD-1) allows, in addition to the traditional in-person General Meeting (i.e. held at the Company's registered office) and the electronic General Meeting (where shareholders and their proxies participate and vote using electronic means without physical presence), also for the possibility of a so-called virtual General Meeting. The virtual General Meeting is held entirely without physical attendance, with shareholder rights exercised exclusively through virtual means. This represents an important step toward digitalisation and offers an efficient solution in cases such as pandemics. By amending Article 56 of the Articles of Association, the possibility of convening a virtual General Meeting is introduced, subject to the fulfilment of other necessary conditions.

To 5.9

The second paragraph of Article 60 of the Articles of Association stipulates the deadline for the audit of the annual report. As this deadline is already governed by law, and in order to avoid the need for ongoing statutory alignment, it is appropriate to delete this provision.

To 5.10

The second paragraph of Article 71 requires the Company to notify shareholders who hold at least 5% of the share capital of any information subject to publication under the law or the Articles of Association also in writing, via registered mail with return receipt. As such information is already regularly published via the Ljubljana Stock Exchange and the Company's own website, ensuring timely and transparent communication, and in light of digitalisation efforts and the fact that only three shareholders currently meet the 5% threshold, the requirement for separate postal notifications is deemed unnecessary.

6. Report on the acquisition of treasury shares

PROPOSED RESOLUTION No. 6:

The General Meeting took note of the Report on the acquisition of treasury shares.

Explanation:

In accordance with the third paragraph of Article 247 of the Slovenian Companies Act (ZGD-1), the management is required to report at the General Meeting on the reasons and purpose of the acquisition of own shares, the total number, the lowest issue amount and the proportion of the acquired shares, as well as the value of the shares acquired by the issuer pursuant to point 8 of the first paragraph of Article 247 of ZGD-1, i.e. acquisitions based on authorisation granted by the General Meeting for the purchase of own shares. The authorisation to acquire own shares was granted to the Company at the 28th General Meeting of Shareholders held on 19 June 2024. The Company regularly informs shareholders of own share transactions through reports on the acquisition of treasury shares.

The report on the acquisition of treasury shares is available on the Company's website at www.cinkarna.si and through the SEO-net stock exchange information system.

7. Appointment of the Company's auditor for the audit of annual financial statements and the review and assurance of the sustainability report of Cinkarna Celje, d. d. for the financial years ending on 31 December 2025, 31 December 2026 and 31 December 2027.

PROPOSED RESOLUTION No. 7:

Upon the proposal of the Supervisory Board, the General Meeting hereby appoints the auditing company Ernst & Young d.o.o., Dunajska cesta 111, 1000 Ljubljana as the auditor of the Company for the financial years 2025, 2026 and 2027.

Explanation:

The Supervisory Board, on the basis of Articles 297.a and 280 of the Slovenian Companies Act (ZGD-1), and in accordance with the Auditing Act, proposes to the General Meeting to appoint the audit firm specified in the proposed resolution as the auditor for the financial years 2025, 2026, and 2027.

The proposal is based on a prior selection procedure carried out by the company in accordance with applicable legislation, recommendations, and internal procedures. In the course of this procedure, all relevant circumstances regarding the renewal of cooperation with the current auditor were duly and transparently assessed, and it was established that the conditions for renewing the contractual relationship are met.

Based on this, the Audit Committee of the Supervisory Board prepared a proposal which is supported by the Supervisory Board and submitted for approval to the General Meeting.

Ernst & Young, d.o.o. is an internationally recognized and established audit firm with extensive experience in auditing companies of various sizes and industries. The firm provides its services professionally, independently, and in accordance with international auditing standards. It holds appropriate references both on the domestic and international markets.

The audit contract shall be concluded for the legally prescribed period of three consecutive years.

Chairman of the Supervisory Board Tomaž Berločnik

8. Notification of the General Meeting on the appointment of a new employee representative to the Supervisory Board

PROPOSED RESOLUTION No. 8:

The General Meeting takes note that, at its 29. regular session held on 15 April 2025, the Workers' Council elected Matej Pompe as the employee representative to the Supervisory Board for a term of office of five (5) years, commencing on 18 June 2025.

Explanation:

In accordance with the provisions of the Worker Participation in Management Act and the Articles of Association of the Company, employees have the right to appoint their representatives to the Supervisory Board.

Due to the expiration of the term of office of Jože Koštomaj, who is one of the two employee representatives on the Supervisory Board, the Workers' Council of the Company, at its 29th regular session held on 15 April 2025, in accordance with its powers, elected Matej Pompe as a member of the Supervisory Board – employee representative – for a term of office of five years, commencing on 18 June 2025.