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Petrol Group

AGM Information Jul 24, 2020

1986_rns_2020-07-24_d395f8d7-cb87-472b-aa14-18630e30799e.pdf

AGM Information

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The Management Board of Petrol d.d., Ljubljana, Dunajska cesta 50, Ljubljana, pursuant to the provisions of the Companies Act (ZGD-1), the Market in Financial Instruments Act (ZTFI), the Ljubljana Stock Exchange Rules and the Slovenian Corporate Governance Code for Listed Companies

hereby announces that 31st General Meeting of Shareholders of

PETROL, Slovenska energetska družba, d. d., Ljubljana,

attended by the shareholders - owners of 1,407,669 shares, representing 67.47% of the company's share capital and 68.48% of all voting shares, chaired by Attorney Uroš Ilić from Ljubljana as president, and Gregor Mavsar and Barbara Jama Živalič as officials responsible for counting the votes, and attended by Bojan Podgoršek, Notary Public from Ljubljana,

held at 10.00 a.m. on 23rd July, 2020

adopted the following resolutions:

Item 2 of the Agenda: Presentation of Annual Report 2019 and the Supervisory Board's Feedback – Annual Report Verification Results; use of profit for appropriation; information on the remuneration of members of the Company's management and supervisory bodies and of members of management bodies and supervisory bodies of the Company's subsidiaries; information on the remuneration policy for members of the Company's management body and for members of the management bodies of the Company's subsidiaries; and the granting of discharge

Adopted Resolution:

2.1. The profit for appropriation as of 31st December 2019, amounting to € 45,355,156.00 will be distributed as follows:

  • part of the profit for appropriation amounting to € 45,222,716.00 will be distributed as dividend payments to shareholders: gross dividend of € 22.00 per share (own shares do not participate);
  • the remaining amount of € 132,440.00 and any amounts which may result from the number of own shares on the date the shareholders are entitled to receive dividends, and from rounding off the payment figures, will be transferred to other profit reserves.

The company will pay out dividends on 7th August 2020 to all shareholders registered at KDD (Central Securities Clearing Corporation) as of 6th August 2020.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,407,441; the proportion of these shares in the share capital of the company amounted to 67.461%. The total number of valid votes cast amounted to 1,407,441 and represented 68.469 % of all voting shares, of which 1,407,129 votes were in favour of the resolution, representing 99.978% of the total number of votes cast, and

312 votes were against the resolution, representing 0.022% of the total number of votes cast. The number of abstentions was 230.

Adopted Resolution

2.2. The General Meeting shall be informed of the remuneration of members of the Company's management and supervisory bodies and of members of the management and supervisory bodies of the Company's subsidiaries, to the extent presented, which shall also be entered in the minutes of the General Meeting.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,405,853; the proportion of these shares in the share capital of the company amounted to 67.385%. The total number of valid votes cast amounted to 1,405,853 and represented 68.392% of all voting shares, of which 1,405,472 votes were in favour of the resolution, representing 99.973% of the total number of votes cast, and 381 votes were against the resolution, representing 0.027% of the total number of votes cast. The number of abstentions was 1,818.

Adopted Resolution

2.3. The General Meeting shall be informed of the remuneration policy for members of the Company's management body and for members of the management bodies of the Company's subsidiaries, to the extent presented, which shall also be entered in the minutes of the General Meeting.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,405,853; the proportion of these shares in the share capital of the company amounted to 67.385%. The total number of valid votes cast amounted to 1,405,853 and represented 68.392 % of all voting shares, of which 1,404.971 votes were in favour of the resolution, representing 99.937% of the total number of votes cast, and 882 votes were against the resolution, representing 0.063% of the total number of votes cast. The number of abstentions was 1,818.

Adopted Resolution

2.4. The General Meeting has granted approval of the performance of duties by the Management Board in the financial year 2019.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,407,440; the proportion of these shares in the share capital of the company amounted to 67.461%. The total number of valid votes cast amounted to 1,407,440 and represented 68.469 % of all voting shares, of which 1,212,298 votes were in favour of the resolution, representing 86.135% of the total number of votes cast, and 195,142 votes were against the resolution, representing 13,865% of the total number of votes cast. The number of abstentions was 231.

Adopted Resolution

2.5. The General Meeting has granted approval of the performance of duties by the Supervisory Board in the financial year 2019.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,407,430; the proportion of these

shares in the share capital of the company amounted to 67.461%. The total number of valid votes cast amounted to 1,407,430 and represented 68.468% of all voting shares, of which 1,404,493 votes were in favour of the resolution, representing 99,791% of the total number of votes cast, and 2,937 votes were against the resolution, representing 0.209 % of the total number of votes cast. The number of abstentions was 241.

Item 3 of the Agenda - Appointment of a Supervisory Board Member

Adopted Resolution

Janez Pušnik, as a representative of shareholders, is elected Substitute Member of the Supervisory Board of PETROL, Slovenska energetska družba, d.d., Ljubljana for the term of office commencing on 24th July 2020 and ending on the last day of the term of office, 10th April 2021.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407,671. The number of shares for which valid votes were cast amounted to 1,392,279; the proportion of these shares in the share capital of the company amounted to 66.734%. The total number of valid votes cast amounted to 1,392,279 and represented 67.731 % of all voting shares, of which 1,388,558 votes were in favour of the resolution, representing 99.733% of the total number of votes cast, and 3,721 votes were against the resolution, representing 0.267% of the total number of votes cast. The number of abstentions was 15,392.

Item 4 of the Agenda: Decrease in payments to the members of the Supervisory Board during the COVID-19 epidemic

Adopted Resolution:

The remuneration of the members of the Supervisory Board and the external member of the Audit Committee in connection with the duties performed in the Supervisory Board of Petrol d.d., Ljubljana and its committees is to be reduced by 30% in the period from 1 March 2020 to 31 May 2020

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,407.671. The number of shares for which valid votes were cast amounted to 1,407,430; the proportion of these shares in the share capital of the company amounted to 67.461%. The total number of valid votes cast amounted to 1,407,430 and represented 68.468% of all voting shares, of which 1,212,914 votes were in favour of the resolution, representing 86.179% of the total number of votes cast, and 194,516 votes were against the resolution, representing 13,821% of the total number of votes cast. The number of abstentions was 241.

Notice! (in accordance with Recommendations of the Ljubljana Stock Exchange to public companies regarding notification with respect to non-adoption and/or amendments of the resolutions proposed at a General Meeting):

The proposed resolutions under items 2 – 4 were adopted.

Announced Contesting

The shareholders did not announce contesting any of the adopted resolution.

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As of the day of the General Meeting, the Company owns 30,723 non-voting shares.

The number of voting rights of the first five biggest shareholders present at the General Meeting amounted to 51.30% of the total capital entitled to vote. The following five biggest shareholders were represented at the General Meeting:

Shareholder No.
of
shares
/
voting rights
%
of
the
total
voting
rights
of
the company
1. Československa Obchodni Bank, A.S., FID 277,366 13.49%
2. Slovenski državni holding, d.d. 264,516 12,87%
3. The Republic of Slovenia 225,699 10,98%
4. Kapitalska družba d.d. 172,639 8.40%
5. OTP Banka d.d. 114,268 5.56%
TOTAL 1,054,488 51.30%

The total cost of the organised collection of proxy appointments amounts to € 15,741.25.

Ljubljana, 23rd July, 2020

Nada Drobne Popović President of the Management Board

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