Petrol Group

AGM Information • Dec 27, 2022

Pursuant to its resolution of 22 December 2022, the Management Board of PETROL d.d., Ljubljana hereby invites shareholders to attend the

Convenes

The 36th General Meeting of PETROL, Slovenska energetska družba, d.d., Ljubljana,

To be held on Monday, 23 January 2023, at 12:00, on the premises of PETROL d.d., Ljubljana, the conference hall on Dunajska cesta 48, 1000 Ljubljana.

Agenda:

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

Resolution proposal:

1.1.

Attorney Uroš Pogačnik from a Grosuplje-based Law Firm Čeferin, Pogačnik, Novak, Koščak in partnerji, o.p., d.o.o. shall be elected Chairman of the General Meeting, and Gregor Mavsar and Barbara Jama Živalič as officials responsible for counting the votes.

The General Meeting is informed that the notarial protocol will be drawn up by Bojan Podgoršek, Notary Public from Ljubljana.

2. Removal and election of a substitute member of the Supervisory Board of Petrol d.d., Ljubljana

Resolution proposal:

2.1.

The General Meeting hereby removes Aleksander Zupančič from the function of a Member of the Supervisory Board of Petrol, d.d., effective from 23 January 2023.

2.2.

The General Meeting appoints Rok Ponikvar as Supervisory Board Member to represent the interests of shareholders in the period from 24 January 2023 to 11 April 2025.

---

The resolution under item 1 is proposed by the Management Board and the resolution under item 2 by the shareholders SDH d.d. (SSH) and the Republic of Slovenia, whose stakes account for one twentieth of the share capital, in their request to supplement the agenda of 30 November 2022 after the notice convening the 35th General Meeting.

On 30 November 2022, the Company received a request from the shareholders SDH d.d. (SSH) and the Republic of Slovenia to extend the agenda by adding item 5 "Removal and election of a substitute

member of the Supervisory Board of Petrol d.d., Ljubljana" to the agenda published in the notice convening the 35th General Meeting on 24 November 2022.

Due to an administrative error in the publishing of the request to supplement the agenda of the 35th General Meeting of Shareholders of Petrol d.d., Ljubljana, as a result of which the official publication was not made at the AJPES website, it will not be possible to discuss item 5 on the extended general meeting agenda (as published on 2 December 2022 at the websites of SEOnet and Petrol d.d., Ljubljana) at the 35th General Meeting of Shareholders of Petrol d.d., Ljubljana on 27 December 2022, in accordance with the provisions of the Slovenian Companies Act (Official Gazette of the Republic of Slovenia, Nos. 65/09 – official consolidated text, 33/11, 91/11, 32/12, 57/12, 44/13 – CC dec., 82/13, 55/15, 15/17, 22/19 – ZPosS, 158/20 – ZIntPK-C and 18/21; "ZGD-1").

Pursuant to Article 298 of the ZGD-1, an additional agenda item may be discussed at the general meeting only if it is published in the manner referred to in Article 296 of the ZGD-1, which includes publication at the AJPES website, otherwise it shall be discussed at the next general meeting.

With the aim to ensure that the relevant agenda item is discussed as soon as possible, the Management Board of the Company hereby convenes the 36th General Meeting of Shareholders of Petrol d.d., Ljubljana. Agenda item 2 is titled "Removal and election of a substitute member of the Supervisory Board of Petrol d.d., Ljubljana" and has the same content as that of item 5 on the extended agenda (as published on 2 December 2022 at the websites of SEOnet and Petrol d.d., Ljubljana) of the 35th General Meeting. The Company has prepared the proposed resolution by taking into account the notification received from the shareholders SDH d.d. (SSH) and the Republic of Slovenia on 22 December 2022, stating that they deem it is only correct and reasonable that, in formulating the notice convening the General Meeting and the agenda item, the Company applies new dates of the of General Meeting and other numbering, otherwise the proposed resolution would be inappropriate due to retroactivity which, according to both shareholders, is an administrative correction of the wording of the proposed resolution.

Pursuant to Article 304 of the Companies Act (ZGD-1), the 36th General Meeting of Shareholders of PETROL, Slovenska energetska družba, d.d., Ljubljana shall be attended by Bojan Podgoršek, Notary Public from Ljubljana.

Information for shareholders:

Access to working papers for the General Meeting, resolution proposals with explanation and information with respect to the General Meeting

Papers for the General Meeting, including resolution proposals with substantiations and other documents defined in the second paragraph of Article 297.a of the ZGD-1 are available for shareholders in the information office at the Company's headquarters in Ljubljana, Dunajska cesta 50, each workday from 10:00 to 13:00, from the date of publishing the notice to convene the General Meeting to the day of the General Meeting, and on the Company's website http://www.petrol.si. The notice to convene the General Meeting, the substantiation of resolution proposals and other materials are also posted on the website of the Ljubljana Stock Exchange (http://seonet.ljse.si), and the notice to convene the General Meeting also on the website of AJPES. The information set out in the third paragraph of Article 296 of the Companies Act (ZGD-1) and the exhaustive information relating to the shareholders' rights to request additional items on the agenda, to submit counter-

proposals and voting proposals, and to be informed (the first paragraph of Article 298, the first paragraph of Articles 300, 301 and 305 of the ZGD-1) is posted on the Company's website and on the above-mentioned website of the Ljubljana Stock Exchange.

Shareholders' requests and proposals

The shareholders whose total interest accounts for one-twentieth of the Company's share capital may make a written request that an additional item be included on the agenda, within seven days from the publishing of the notice to convene the General Meeting. The request must be accompanied by a written proposal of the resolution to be decided by the General Meeting, or, if for a particular item on the agenda the General Meeting does not adopt a resolution, an explanation regarding such agenda item. Pursuant to the third paragraph of Article 298 of the Companies Act (ZGD-1), the Management Board will publish those additional items on the agenda, for which requests will be sent not later than within seven days from the publishing of this notice to convene the General Meeting. Any additional agenda items can be discussed at the General Meeting solely if they were published in the way as prescribed in Article 296 of the ZGD-1 at least 14 days prior to the General Meeting, otherwise it shall be discussed at the next General Meeting. Shareholders may also submit their requests for additional agenda items by e-mail to the following address skupscina@petrol.si.

Shareholders may submit written proposals of resolutions and voting proposals for each agenda item. The Management Board shall publish, in the same manner as this notice to convene the General Meeting (as prescribed in Article 296 if the ZGD-1), the proposals of shareholders sent to the Company within seven days from the publishing of the notice to convene the General Meeting; any such proposal shall be reasonably argued and the shareholder shall give notification that they will oppose the proposal made by the Management or Supervisory Board at the General Meeting and that they will persuade other shareholders to vote for their proposal. Pursuant to Article 301 of the Companies Act (ZGD-1), a voting proposal does not need to be substantiated. Shareholders may also send their resolution proposals and voting proposals by e-mail to the following address skupscina@petrol.si.

Requests for an additional item to be included on the agenda, and resolution proposals and voting proposals to be submitted by e-mail, shall be sent in a scanned form as attachment, and must contain the personal signature of a natural person, or, in the case of a legal entity, the personal signature of a representative and a stamp/seal if used by such a legal entity. The Company is entitled to verify the identity of the shareholder or a person who submits a request or proposal by e-mail, as well as the authenticity of their signatures.

Shareholders' right to be informed

At the General Meeting, the shareholders may ask questions and request information on matters concerning the Company, if such information is important for the assessment of the agenda, and may exercise their right to be informed pursuant to the first paragraph of Article 305 of the Companies Act (ZGD-1).

Conditions applying to participation in the General Meeting and the exercise of voting rights

Only those shareholders who have registered, personally or through proxy, for the General Meeting and whose application has been received by the Management Board at least by the end of the fourth day prior to the General Meeting, that is, by 19 January 2023, inclusive, and who are registered in the Central Book-Entry Securities Register as of the end of the day on 16 January 2023 ("record date") shall be entitled to participate in the General Meeting and exercise their voting rights. If a broker who is not the ultimate beneficial owner is recorded in the Central Register as a shareholder, the shareholders can exercise their voting right based on proof referred to in the second paragraph of Article 235.č of the ZGD-1 showing who the ultimate beneficial owner is on the record date. The registration forms shall be sent by post to the following address: Petrol d.d., Ljubljana, Uprava družbe – za skupščino, Dunajska cesta 50, 1000 Ljubljana, so that the Management Board receives them not later than by the end of the fourth day prior to the General Meeting. Registrations sent through electronic media will not be valid. Only the registration forms containing original signatures of the shareholders and/or representatives or proxies will be deemed to be valid. The Company will also deem valid those registration forms which are received in the standard form via the Central Securities Clearing Corporation (KDD – Centralna klirinško depotna družba d.o.o.) and which are previously received by the Central Securities Clearing Corporation via the agent chain. The registration form is available on the company's website and can be obtained free of charge at the Company's headquarters in Ljubljana, Dunajska cesta 50 (information office) each workday from 10:00 to 13:00 from publishing the notice convening the General Meeting to the day of the General Meeting.

Each shareholder who is entitled to attend the General Meeting may authorise a proxy to register for participation on their behalf and to attend the General Meeting and exercise the shareholder's voting rights. Such authorisation shall be given in writing and submitted to the Company where it shall be kept. The forms for registration, participation and exercise of voting rights by proxy are available on the Company's website; they can also be obtained free of charge at the Company headquarters in Ljubljana, Dunajska cesta 50 (information office), each workday from 10:00 to 13:00 from publishing the notice to convene the General Meeting to the day of the General Meeting. If the original of the registration form containing the signature of shareholder has been sent, it is enough to email the scanned authorisation form as an attachment to skupscina@petrol.si; the scanned authorisation form must contain the personal signature of a natural person, or, in the case of a legal entity, a personal signature of representative and a stamp/seal if used by such a legal entity. The Company is entitled to verify the identity of a shareholder or a person who submits the authorisation by e-mail, as well as the authenticity of their signatures. Shareholders are entitled to revoke the authorisation in the same manner as when submitting it, at any time before the day of the General Meeting.

A proxy may exercise or entrust the exercising of a voting right for shares that they do not hold only if they have been granted written proxy authorisation to do so. A proxy shall keep the authorisation so as to ensure that it can be verified. Authorisation may be issued to an individual proxy and be revoked at any time. A proxy is entitled to authorise persons not employed by them to exercise the proxy authorisation only if this is explicitly permitted in the authorisation. If based on authorisation a proxy exercises a voting right on behalf of a shareholder, the proxy authorisation document shall be submitted to the Company where it shall be kept. A proxy shall call upon the relevant shareholder to provide them with instructions for exercising the voting right and shall stress that their potential failure to provide instructions for exercising the voting right shall result in the voting right being exercised under such proxy's own proposals, which shall be notified to the shareholder, except if it can be presumed that the shareholder would approve of their different decision if they were aware of the

state of the facts. The same rules such as defined in this paragraph shall apply mutatis mutandis to fiduciary account holders in relation to shares that they do not hold, voting advisors and other persons exercising a voting right in the name of a shareholder on the basis of a proxy authorisation as their activity. Upon request, shareholders and/or their representatives or proxies must present a personal identity document and written authorisation; a legal representative must also present an extract from the Court Register of Companies or Business Register.

As of the day of convening of the General Meeting, the Company has 41,726,020 ordinary registered no-par value shares. In accordance with the law, each ordinary share entitles its holder to one vote at the General Meeting. On the day of the convening of the General Meeting, the Company holds 614,460 own non-voting shares and 40,500 other non-voting shares. At the General Meeting convening date, the Company has 41,071,060 voting shares.

The participants are kindly asked to register at the reception office one hour prior to the commencement of the Meeting, in order to confirm their attendance by affixing their signatures to the list of shareholders and to collect the voting papers.

Should a quorum not be present at the scheduled time of the General Meeting, the General Meeting will be adjourned and resumed at 14:00 on the same day and at the same premises. In such a case the General Meeting shall be deemed to have a quorum, regardless of the number of shareholders present or represented.

Pursuant to item 8.2 of Chapter 8 RELATIONS WITH SHAREHOLDERS of the Slovenian Corporate Governance Code for Public Limited Companies dated 9 December 2021, the Company invites and encourages all significant shareholders, institutional investors and the state in particular, to disclose publicly their investment policy with respect to the stake they hold in the company concerned, i.e. their voting policy, the type and frequency of their engagement in the company's governance, and the dynamics of their communication with the respective company's management or supervisory bodies.

PETROL, Slovenska energetska družba, d.d., Ljubljana Nada Drobne Popović President of the Management Board