Petrol Group

AGM Information • Dec 13, 2019

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 the 30th General Meeting of Shareholders of

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

attended by the shareholders - owners of 1,410,965 shares, representing 67.63% of the company's share capital and 68.64% of all voting shares, chaired by Attorney Uroš Ilić from Ljubljana as president, and Robert Ernestl 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 12 December 2019

adopted the following resolutions:

Item 1 of the Agenda: Opening of the General Meeting and Election of Working Bodies

Adopted Resolution:

Attorney Uroš Ilić from Ljubljana is elected chairman of the General Meeting; Robert Ernestl and Barbara Jama Živalič are elected officials responsible for counting the votes.

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

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,410,965. The number of shares for which valid votes were cast amounted to 1,409,090; the proportion of these shares in the share capital of the company amounted to 67.540%. The total number of valid votes cast amounted to 1,409,090 and represented 68.55% of all voting shares, of which 1,196,890 votes were in favour of the resolution, representing 84.941% of the total number of votes cast, and 212,200 votes were against the resolution, representing 15.059% of the total number of votes cast. The number of abstentions was 1,875.

Item 2 of the Agenda – Detailed Information Relating to the Reasons for the Early Termination of Terms of Office of the President and Members of the Management Board of Petrol d.d., Ljubljana

Adopted Resolution:

Based on Article 305 of the Companies Act, the General Meeting has been informed in more detail of the reasons for the early termination of terms of office of the President and members of the Management Board of Petrol d.d., Ljubljana, with an emphasis on the causes, grounds and consequences of the early termination of the above-mentioned terms of office and key elements of

the agreement on the early termination, concluded between the former Management Board and the Supervisory Board of Petrol d.d., Ljubljana.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,409,026. The number of shares for which valid votes were cast amounted to 1,125,116; the proportion of these shares in the share capital of the company amounted to 53.929%. The total number of valid votes cast amounted to 1,125,116 and represented 54.73% of all voting shares, of which 1,090,946 votes were in favour of the resolution, representing 96.963% of the total number of votes cast, and 34,170 votes were against the resolution, representing 3.037% of the total number of votes cast. The number of abstentions was 283,910.

Item 3 of the Agenda: Verification of Certain Transactions Made by the Company in the Period from 24 October 2014 to 24 October 2019

Adopted Resolution:

The General Meeting of Shareholders shall appoint a special auditor tasked with verifying the handling of certain transactions made by PETROL, Slovenska energetska družba, d.d., Ljubljana. The special auditor shall be BDO Revizija, d.o.o., Mestni log 1, 1000 Ljubljana and is to verify the handling of transactions made in the period from 1 January 2015 to 24 October 2019, specifically the following transactions the value of which (individually or combined, if the transactions are related) exceeds one million euros:

• transactions related to the acquisition of long-term financial investments,
• transactions related to the disposal of long-term financial investments,
• transactions related to other types of investment other than transactions having to do with investments in the energy renovation of public buildings carried out in cooperation with municipalities and financed using cohesion funds,
• transactions related to sponsorship agreements.

In verifying the handling of the transactions, the special auditor shall consider how these were handled in relation to the concept of acting with the diligence of a conscientious and honest businessperson, the appropriateness of decision-making (from the legal aspect and the aspect of economic viability), the performance of the transactions (from the perspective of transparency, cost-effectiveness, procedural compliance, internal rules, appropriateness of internal control, suitability of security instruments) and the impact of the transactions on the Company's operations (from the perspective of risk exposure and financial and accounting aspects). To ensure that the auditor's report contains all necessary elements (especially as regards potential liability for damages and criminal liability of the members of competent Company bodies during the period concerned), the appointed auditor shall also engage legal and other experts as needed. The report shall also contain such findings which, if irregularities are identified, provide clear and very concrete legal and economic grounds as to why the conduct was unprofessional or unlawful, specify the damage, identify the person in breach and their responsibility, and determine the advisability of pursuing legal action for compensatory or other purposes and the likelihood of such action being successful.

The audit shall be limited in total to thirty transactions from all of the above categories, and the special auditor shall ensure that all the categories are taken into account as equally as possible. Where a category contains more transactions corresponding to the criterion of value than can be reviewed considering the limited number of auditable transactions, transactions having the highest value shall be audited, but the special auditor may also audit transactions having a smaller value if they deem there is a good reason to do so.

In accordance with Article 320 of the Companies Act, the special auditor shall draw up a written report. They shall provide their position regarding all the transactions indicated in the General Meeting resolution not later than in eight months of the adoption of the resolution.

The Company and its bodies shall immediately provide the special auditor with all documents and clarifications necessary to carry out the special audit.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,375,437. The number of shares for which valid votes were cast amounted to 1,316,336; the proportion of these shares in the share capital of the company amounted to 63.094%. The total number of valid votes cast amounted to 1,316,336 and represented 64.04% of all voting shares, of which 1,280,933 votes were in favour of the resolution, representing 97.310% of the total number of votes cast, and 35,403 votes were against the resolution, representing 2.690% of the total number of votes cast. The number of abstentions was 59,101.

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 1 and 2 were adopted as published. The proposers of item 3 themselves have submitted a counter-proposal to amend the published proposal, which was adopted by the General Meeting.

Announced Contesting:

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

---

As of the day of the General Meeting, the Company held 30,723 treasury shares without voting rights.

The number of voting rights of the first five biggest shareholders present at the General Meeting amounted to 49.89% 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	268,386	13.06%
2. Slovenski državni holding, d.d.	264,516	12.87%
3. The Republic of Slovenia	210,399	10.24%
4. Kapitalska družba d.d.	172,639	8.40%
5. OTP Banka d.d.	109,651	5.33%
TOTAL	1,025,591	49.89%

Ljubljana, 12 December 2019

Nada Drobne Popović President of the Management Board