Remuneration Information • May 20, 2024
Remuneration Information
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Celje, 10 May 2024
In the period from 1 January 2023 to 31 December 2023, Cinkarna Celje d.d. was managed by a three-member Management Board consisting of Ales Skok - President of the Managed by a Times-ment Board, Nikolaja Podgorsek-Selic - Member of the Management Board, and Filip Koželnik - Member of the Management Board/Labour Director. The following persons served as members of the Supervisory Board in the financial year 2023:
In accordance with Article 294a of the Companies Act (ZGD-1), which entered into force on 24 February 2021, Cinkarna Celle d.d. is once again preparing the remuneration policy for its management and supervisory bodies. Howeve, his policy must be approved by the Company's General Meeting as stipulated in the first paragraph of Article 294a of the ZGD-1. As this report is on the General Meeting to be held on 19 June 2024, which will also decide on the adoption of the remuneration policy, it includes a comprehensive overview of remuneration, including of bonuse on provided or owed by the Company to individual members of the management and superisory bodies in the financial year 2023. However, it was not possible to confirm compliance with the remuneration policy in the remuneration report, as required by Article 294b of the ZGD-1, because the new remuneration policy has not yet been approved by the Company's General Meeting.
In 2023, members of the management and supervisory bodies received remuneration paid either on the basis of a resolution of the General Meeting, an employment contract, the internal Management Remuneration Policy or another act specified in this Report.
The Company had a successful year in 2023 compared to its industry peers. Although it did not achieve the record results of 2022, it exceeded its planned business results. In to the musely in and fibe the fibracines the feet the features in 2022, primarily due to lower volumes sold and to a lesser extent was a c belter rower from the information in 2022, European pigment producers are facility of the rachard, forver average sening prices of them in the barth on to inventories and lower demand for products incoment particularly in the construction and doilty on the identify in the onstruction and doilt-i yourself (DV) sectors. Towards the end of the year, some European outsidering changes to their sourcing strategies due to the investigation of possible anti-dumping measures and logistical obstacles in the Red Sea.
Cinkarna Celje d.d. generated sales of EUR 176.5 million in the period under review, 22% less than in the previous year. Total exports in the reporting thanks in the portod ander level, 227 less than in the previous 71% from EUR 43.4 million in the same period last year. One nime secured EUF 12.7 million, other EBITDA, amounted to EUR 25.1 million, representing 14% of sales. EBITDA is down 62% year-on-year-

In preparing the Remuneration Report, the Company took into account that there were no material differences in payments compared to the previous period and that there were no changes in performannel milere conterences in financial).
In Cinkarna Celje d.d., the management body is represented by the Management Board in accordance with the Company's Articles of Association. As at 31 December 2023, the Management Board of the Company onsisted of Aleš Skok, President, Nikolaja Podgoršek-Selič, Member, and Filip Koželnik, Member, Labour Director.
The remuneration of the members of the Management Board in 2023, as in the previous year, consists of a fixed part and other benefits, but not of a variable part, since the Company, as a recipient of the estate aid in 2023, did not pay out the variable part of the 2022 salary in 2023 in order to comply with the provisions of the Act Determining the Aid to the Economy to Mitjgate the Consequences of the Energy Crisis (ZPGOPEK). The remuneration of the Management Board members is determined by the Supervisory Board of the Company and must be in proportion to the tasks of the Management Board members, the results achieved and the Company's financial position.
No severance payments were made to members of the management body in 2023. Bonuses were calculated on the basis of payments in cash or in kind in accordance with applicable regulations.
The structure of the remuneration of the Management Board members ensures an appropriate balance between fixed and variable remuneration. The nominal amounts and net remuneration for the financial year 2023 (and a companison for 2022) for each member of the Management Board are set out in Thinking your company of the Company's 2023 Annual Report.
The fixed remuneration component is intended to compensate the Board members for the performance of their duties, efforts and responsibilities. It is determined with a view to ensuring fire no performance of mell only, professional experience and loyalty and is not dependent on business results or other unforesed factors. The basic principle guiding the determination of this part of the remuneration is responsibility for duties, loyalty and commiment.
The fixed part of the remuneration is the gross base salary of the Management Board determined by the employment contract between the Supervisory Board and a member of the Management Board.
The remuneration paid to the member of the Management Board – Labour Director was in accordance with his employment contract and the Agreement on Employee Participation was in accordation was in accordance will night the Company and its Works Council.
In 2023, the members of the Management Board received fixed remuneration in the amount as shown in Table 1 below.
In addition to the base salary, a member of the Management Board is entitled to variable remuneration of up to 25% of the base salary, payable in the financial year to which the variable remuneration relates (performance period). The
variable remuneration of a member of the Management Board depends on predetermined and measurable criteria, which are described below.
The variable part for the financial year 2022 was determined on the basis of the performance of Cinkarna Celje d.d. in 2022, but was not paid in the financial year 2023 due to compliance with the provisions of the ZPGOPEK. The variable part of the Management Board's salary is intended to reward the members of the Management Board for the results achieved and their commitment in 2022. It was only paid out at the beginning of 2024.
Variable remuneration is based on Cinkarna Celje d.d.'s performance.
The variable part of the remuneration of the members of the Management Board is determined on the basis of a resolution of the Supervisory Board in accordance with the Rules on Management Board Remuneration, which set out the objectives and criteria for the payment of the variable part of the remuneration as well as the princelure for assessing the performance of the Management Board and determining the variable part of the remuneration.
The criteria for determining the performance-related remuneration of the Management Board for the year 2022, on the basis of which the members of the Management Board were entitled to receive the variable part of the rever, on the rever, on the in 2023, but which was not paid out in 2023, were as follows:
a) Key financial performance indicators EBIT, EBITDA, net operating result in relation to the business plan: these are quantitative criteria calculated for the current year and compared with the planned data and the data of the previous year;
The next three criteria are qualitative:
Quantitative and qualitative criteria have equal weight, with 50% representing the criteria under point a), and the remaining 50% representing the criteria under points b), c), and d). In the year 2023, no variable remuneration in the form of cash or any other form of remuneration was paid out. In compliance with the provisions of the ZPGCPEK, based on the performance in the year 2022 and the decision of the Supervisory Board, the members of the

Management Board were entitled to receive and be paid the variable portion in the year 2023, but they did not receive it in the year 2023 (the right to payment arose in the year 2024), as shown in Table No. 1.
The relative proportions of fixed and variable remuneration of the members of the Management Board for the financial year 2023 (and financial year 2022) are shown in Table 1.
No severance payments were made to members of the Management Board in 2023.
According to their employment contracts, members of the Management Board are entitled to benefits including life, accident and disability insurance, additional voluntary pension scheme, liability insurance against damages to the Company or third parties, health insurance, a mobile phone, use of a vehicle for both business and pivate purposes, manage health checkups, etc. Information on the remuneration received in respect of the above benefits is set our in Table 1.
| Name, function, term of office |
Fixed remuneratio 0 |
Variable remuneratio n (paid) |
Bonuses and other rights |
Severance pay, other payments after the termination of function |
Clawback | Malus | Total gross remuneratio 10 |
Net remuner ation |
Proportion of variable remuneration based on financial and non-financial criteria (XX%/YY%) |
Remune ration from any group compan y |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | 2 | 3 | 4 | 5 | 6 | 7= 1+2+3+4-5- |
|||||
| Aleš Skok | in 2023 |
296,911 | 0 | 12,508 | 0 | 0 | 0 | 6 309,419 |
8 136,010 |
9 | 10 |
| President (1/7/2020- 30/6/2025) |
in 2022 |
275,977 | 64,680. | 11,962 | 0 | 0 | 0 | 0%/75% | 0 | ||
| Nikolaja Podgoršek Selič, |
10 2023 |
236,579 | 0 | 11,664 | 0 | 0 | 0 | 352,619 248,243 |
161,033 | 24.5%/75% | 0 |
| Deputy President (1/7/2020- 30/6/2025) |
in 2022 |
220,069 | 51,537 | 12,053 | 0 | 110,974 | 0%/75% | 0 | |||
| Filip Koželnik, Member, |
in 2023 |
18,642 | 0 | 5,147 | 0 | 0 0 |
0 0 |
283,659 23,789 |
130,324 13,416 |
24.5%/75% 0%/75% |
0 0 |
| Labour Director (5/11/2020 5/11/2025) |
in 2022 |
16,234 | 4,116 | 5,318 | 0 | 0 | 0 | 25,668 | 11,941 | 24.5%/75% | 0 |
| iable No. 1: Remuneration of the Management Board in financial vears 2023 and 2020 in Times | |
|---|---|

Data on Company performance and average employee remuneration (excluding members of the Management Board), for full-time employment during the last two financial years is shown in Table No. 2
| 2022 | 2023 | |||
|---|---|---|---|---|
| Company's performance | ||||
| Net profit or loss | 43,396,465 | 12,653,407 | ||
| Operating profit plus depreciation and amortisation ((EBITDA) | 65,326,327 | 25,078,116 | ||
| Earnings per share | 5.37 | 1.57 | ||
| Dividend per share | 3.19 | 0.00 | ||
| Employee satisfaction (indicator) | 3.35 | 3.34 | ||
| Average remuneration of other employees | ||||
| Employees of the Company excluding Management Board (gross salary I) | 30,451 | 30,628 | ||
| Total number of employees as at 31 December | 775 | 742 | ||
| Number of employees excluding Management Board as at 31 December | 772 | 739 | ||
| Average monthly salary in CC | 2,603 | 2,691 | ||
| Average annual salary in CC | 31,237 | 32,290 |
Table No. 2: Business performance and other employee average remuneration in 2023 and 2022 in EUR
Cinkarna Celje d.d. does not have any subsidiaries or associated companies, therefore there were no remuneration from this source.
Members of the Management Board and Supervisory Board members did not receive any shares or share options.
This option was not activated in 2023.
· There were no financial benefits or allowances and services granted or provided by a third party to a

member of the Management Board in relation to his/her activities as a member of the Management Board in the financial year 2023.
The supervisory body is defined by the applicable Companies Act (ZGD-1) and the current Articles of Association of the Company. According to the Articles of Association of Cinkarna Celje d.d., the supervisory body is the Supervisory Board, consisting of 6 members.
In 2023, Mr. Dušan Mestinšek's term as a member of the Supervisory Board and the Audit Committee ended due to retirement. His position as a member of the Supervisory Board and the Audit Comittee was taken over by a new member, Mr. Aleš Stevanovič, on 8 March 2023. Members of the Supervisory Board are entitled to payment for their work, attendance fees and reimbursement of expenses incurred in connection with their work on the Supervisory Bord. Their remuneration is fixed and they are not entitled to a variable part of their remuneration or remuneration or remuneration that would be based on the Company's business performance. The exact amounts of remuneration are dremined by the Geneal Meeting in its resolution.
At the 25th Annual General Meeting of the Company on 15 June 2011, Resolution No. 5 was adopted, setting out the remuneration of the members of the Supervisory Board, which is described in more detail below:
In accordance with the resolution of the 25th Annual General Meeting of Shareholders held on 15 June 2021, members of the Supervisory Board receive an attendance fee for attending meetings. The attendance fee for each member of the Supervisory Board of Cinkarna Celje d.d. is EUR 275.00 gross. Members of the Supervisory Board committees receive an attendance fee for attending committee meetings. The attendance fee for each committee member is 80% of the attendance fee for attending a Supervisory Board meeting. The attendance fee for a meeting by correspondence is 80% of the regular attendance fee. Notwithstanding the foregoing, and therefore irrespective of the purporation of meetings attended in a given financial year, an individual member of the Supervisory Board is entitled to payment of attendance fees until the total amount of attendance fees from either Supervisory Board meetings or committee meetings reaches 50% of the basic remuneration for performing the function for each individual member of the Supervisory Board based on actual payments on an annual basis. Notwithstanding the foregoing, and therefore irrespective of the number of Supervisory Board and committee meetings attended, an individual, member of the Supervisory Board who is a member of one or more Supervisory Board committees is entitled to be paid an attendance fee in any given financial year until the total amount of attending Supervisory Board and committee meetings reaches 75% of the basic remuneration for performing the function of a member of the Supervisory Board on an annual basis.
In addition to attendance fees, members of the Supervisory Board receive basic remuneration for performing their function amounting to 15,000.00 EUR gross annually per individual member. The chairman of the Supervisory Board is also entitled to a supplement amounting to 50% of the basic remuneration for performing the function of a member of the Supervisory Board, while the vice-chairman of the Supervisory Board is entitled to a supplement amounting to 10% of the basic remuneration for performing the function of a member of the Supervisory Board. Members of the Supervisory Board committee receive a supplement for performing their function, which amounts to 25% of the basic remuneration for performing the function of a member of the Supervisory Board per individual committee member. The chairman of the committee is entitled to a supplement for performing the function amounting to 37.5% of the basic remuneration for performing the function of a member of the Supervisory Board. Irrespective of the above, and therefore irrespective of the number of committees of which he/she is a member or chairperson, each individual Supervisory Board committee member is entitled to receive supplements until the total amount of such supplements reaches 50% of the basic remuneration for performing the function of a Supervisory Board merober on an annual basis. If the term of office of an individual member of the Supervisory Board is shorter than the financial year, each individual Supervisory Board committee member, regardless of the above and thus regardless of the number of committees he/she is a member or chairperson, is entitled to receive supplements until the total aro unt of such supplements reaches 50% of the basic remuneration for performing the function of the respective Supervisory Board member based on eligible payments for the duration of their mandate in the relevant financial year.
The members of the Supervisory Board and the members of the Supervisory Board committee receive basic remuneration and a supplement for the performance of their duties in the form of pro rata monthly payments to which they are entitled for as long as they remain in office. The monthly payment amounts to one twelfth of the abovementioned annual amounts. The limit on the total amount of attendance fees or supplements paid to a member of the Supervisory Board does not in any way affect his/her obligation to actively participate in all meetings of the Shuper isory Board and of the committees of which he/she is a member or his/her statutory responsibilities.
Members of the Supervisory Board are entitled to reimbursement of transportation and accommodation expenses incurred in connection with their work on the Supervisory Board up to the amount determined in the regulations governing reimbursement of expenses related to work and other income not included in the tax base (phovisions applicable to transportation and accommodation during business trips). The amount due to a member of the Supervison Board according to the above regulation is grossed up so that the net payment represents reimbursement of actual travel expenses. For determining mileage, distances between locations are calculated using the public website of the Automobile Association of Slovenia (AMZS). Accommodation expenses may be reimbursed only if the distation of Sloven the permanent or temporary residence of a member of the Supervisory Board or a member of a committee of the Supervisory Board and the place where the work of the body is carried out is at least 100 kilometres, or if the member is unable to return because no further public transport is available according to the timetable or for other objective reasons.
Resolution No. 5 of the 25th Annual General Meeting of 15 June 2011 is also available at the following link: https://www.cinkarna.si/za-vlagatelje/objava/obvestilo-o-sklepih-25-skupscine-2021-06-15
Based on the aforementioned resolution, members of the Supervisory Board receive remuneration from 15 June 2021 onwards. Until that date, members of the Supervisory Board received remuneration based on the resoltion of the 15th Annual General Meeting held on 5 June 2012, which is published at the following link: https://www.cinkarna.si/zavlagatelje/objava/obvestilo-o-sklepih-15-skupscine-2012-06-06

The members of the Supervisory Board are not entitled to any other remuneration.
The details of the nominal amounts received by each member of the Supervisory Board in the financial year 2023 (and comparison with the financial year 2022 based on the above explanations and resolutions) are shown in Table No. 4:
| Function | ||||||||
|---|---|---|---|---|---|---|---|---|
| Committee | ||||||||
| Name | Supervisory Board | Audit Commission | HR Committee | |||||
| Mario Gobbo | Chairman since 26 May 2020, member since 23 December 2019 |
Chairman since 2 July 2020 |
||||||
| Luka Gabrščik | Member since 4 June 2019, Vice-Chairman of the Supervisory Board since 1July 2020 |
Member since 2 July 2020 |
||||||
| Mitja Svoljšak | Member since 16 June 2021 | Member since 12 April 2022 |
||||||
| David Kastelic | Member since 18 June 2020 | Chairman since 2 July 2020 |
||||||
| Dušan Mestinšek | Member from 18 June 2020 to 8 March 2023 | Member from 18 June 2020 to 8 March 2023 |
Member 2 July from 2020 to 8 March 2023 |
|||||
| Jože Koštomaj | Member since 18 June 2020 | Member since 2 July 2020 |
||||||
| Aleš Stevanovic | Member since 8 March 2023 | Member since 8 March 2023 |
||||||
| Ziga Gregorinčič | External member | |||||||
| Lea Peček | ||||||||
| Gregor Korošec | External member since 3 November 2015 |
External member |
Table 3: List of Supervisory Board members and their functions
| Table 4: Remuneration of Supervisory Board members in 2023 and 2022 in EUR | |||||
|---|---|---|---|---|---|
| -- | -- | -- | -- | -- | ---------------------------------------------------------------------------- |
| Name, function, term of office |
Remuneration for the performance of function |
Attendance fees of the Supervisory Board and committees |
Total payment |
Travel expenses |
Remuneration from any group company |
|||
|---|---|---|---|---|---|---|---|---|
| Supervisory Board |
Committees | Supervisory Board |
Committees | |||||
| 1 | 2 | 3=1+2 | 4 | 5 | ||||
| Mario Gobbo, Chairman of the SB. Chairman of the AC |
in 2023 | 15.000 | 13,125 | 1,375 | 0 | 29,500 | 15,061 | 0 |
| (26/5/2020-26/5/2025) | in 2022 | 15,000 | 13,125 | 1,595 | 220 | 29,940 | 8,635 | 0 |
| Luka Gaberščik, Deputy Chairman of the SB, member of the |
in 2023 | 15,000 | 5,250 | 1,375 | 0 | 21,625 | 277 | 0 |
| AC (1/7/2020- 30/6/2025) |
in 2022 | 15,000 | 5,250 | 1,595 | 220 | 22,065 | 239 | 0 |
| Mitja Svoljšak, Member of the SB, |
in 2023 | 15,000 | 3,750 | 825 | 0 | 19,575 | 283 | 0 |
| HRC (16/6/2021- 16/6/2026) |
in 2022 | 15,000 | 2,385 | 1,320 | 220 | 18,925 | 162 | 0 |
| David Kastelic, Member of the SB, |
in 2023 | 15,000 | 5,625 | 1,375 | 880 | 22,880 | 519 | 0 |
| Chairman of AC (18/6/2020-18/6/2025) |
in 2022 | 15,000 | 5,625 | 1,595 | 1,100 | 23,320 | 384 | 0 |
| Dušan Mestinšek, member of the SB and |
in 2023 | 3,000 | 2,040 | 275 | 0 | 5,315 | 0 | 0 |
| AC, HRC (18/6/2020- 8/3/2023) |
in 2022 | 15,000 | 3,750 | 1,595 | 0 | 20,345 | 0 | 0 |
| Aleš Stevanovič, member of the SB and AC (8/3/2023-8/3/2028) |
in 2023 | 9,000 | 1,968 | 1,100 | 0 | |||
| Jože Koštomaj, member of the SB and |
in 2023 | 15,000 | 3,750 | 1,375 | 880 | 12,068 21.005 |
0 0 |
0 |
| AC (18/6/2020- 18/6/2025) |
in 2022 | 15,000 | 3,750 | 1,595 | 1,100 | 21,445 | 0 | 0 0 |
| Ziga Gregorinčič, external member, member of the HRC |
in 2022 | 0 | 0 | 0 | ||||
| Lea Peček, external member, member of the HRC |
in 2022 | 0 | 0 | 0 | 1,040 | 1,040 | 0 | 0 |
| 1,040 | 1,040 | 0 | 0 | |||||
| Gregor Korošec. external member of the AC (5/11/2020- |
in 2023 | 0 | 0 | 0 | 4,000 | 4,000 | 0 | 0 |
| 5/11/2025) | in 2022 | 0 | 0 | 0 | 5,000 | 5,000 | 0 | 0 |
Filip Koželnik : Mp Rocomiis
Member of the Management Board
- Labour Director
- Labour Director
- Labour Director
Member of the Management Board
- Technical Director
Nikolaja Podgoršek Selič
Aleš Skok President of the Management Board

Pursuant to the contract agreed with CINKARNA Celje d.d. ("Company") on 23 April 2024, we have reviewed the accompanying Remuneration Report prepared by the management of the CINKARNA Celje d.d. on 24 April 2024, which presents all remuneration payments to Management and Supervisory Board members in the year ended on 31 December 2023, as required by Article 294.b. of the Companies Act-1 (ZGD-1) ("the Remuneration Report").
The Company's Management board and Supervisory board is responsible for the preparation of the Remuneration Report in accordance with the Article 294.b of the Companies Act (ZGD-1). In particular, the Company's Management board and Supervisory board is responsible for internal controls being designed and implemented to prevent the Remuneration Report from being materially misstated, whether due to fraud or error.
Our responsibility is to express a conclusion on limited assurance of the accompanying Remuneration Report based on the work performed and evidence obtained. Our limited assurance engagement was conducted in accordance with International Standard on Assurance Engagements 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information (ISAE 3000 (Revised)), issued by the International Auditing and Assurance Standards Board (IAASB). The standard requires that we plan and perform the engagement to obtain limited assurance about the fact that nothing has come to our attention that causes us to believe that the Remuneration Report contains material misstatements, among other, in respect of compliance with requirements of Article 294.b of the Companies Act, the accuracy of presented transactions, all in consideration of the criteria identified below.
When performing our procedures we assessed whether the Remuneration Report, prepared by the management of CINKARNA Celje d.d. for the year ended 31 December 2023, contains information required by the Paragraphs 2 and 3 of the Article 294.b of the Companies Act.
We have acted in accordance with the independence requirements and ethical requirements of the International Ethics Standards Board of Accountants' (IESBA) International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), which is based on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional conduct.
Our firm operates in accordance with International Standards on Quality Management (ISQM 1) and maintains a comprehensive quality management system, including documented policies and procedures regarding compliance with ethical requirements of professional standards and applicable legal and regulatory requirements.
As part of our work we performed, amongst other, the following procedures:
The nature and scope of our work were determined on the basis of risk assessment and our professional judgement exercised for the purpose of obtaining a limited assurance and do not include an opinion of the appropriateness of the management remuneration policy.

Procedures aimed at gathering evidence for the purpose of limited assurance engagements are more limited than is the case when issuing a reasonable assurance and accordingly, less assurance is given than in the case of a reasonable assurance or an audit.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion.
We draw attention to Note I. in the Remuneration Report which describes that Remuneration Policy has not yet been approved at the general assembly as required in article 294.b of ZGD-1. The remuneration report has been prepared based on the remuneration policies that were approved in 2021. Accordingly, the requirement of 294.b of ZGD for the company to confirm that the remuneration presented in the Remuneration report is in compliance with remuneration policy approved by general assembly, was not possible.
Our conclusion is not modified in respect of this matter.
Based on the work performed and evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration report prepared by the management of CINKARNA Celje d.d. for the year end-end 31 December 2023 does not contain data, in all material respects, in accordance with Paragraphs 2 and 3 of the Article 294.b of the Companies Act (ZGD-1).
Ljubljana, 10 May 2024
Sanja Košir Nikašinović Lidija Šinkovec Director, Certified Auditor Certified Auditor Ernst & Young d.o.o. Dunajska cesta 111, Ljubljana
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