Petrol Group

AGM Information • Nov 21, 2019

The Management Board of PETROL d.d., Ljubljana, in connection with the

30th General Meeting of Shareholders of PETROL, Slovenska energetska družba, d.d., Ljubljana

which is to take place on 12 December 2019 at 10 a.m. at the premises of PETROL d.d., Ljubljana, in conference room at Dunajska cesta 48, 1000 Ljubljana, and the convening of which was published on the website of AJPES, the Company's website www.petrol.eu and the website of the Ljubljana Stock Exchange (SEOnet),

hereby informs the shareholders

that on 19 November 2019 it received a request to add an item to the agenda of the 30th General Meeting of Shareholders of Petrol, Slovenska energetska družba, d.d., Ljubljana (posted by registered mail on 18 November 2019) submitted by shareholders VIZIJA HOLDING, finančna družba, k.d.d. and VIZIJA HOLDING ENA, finančno posredništvo, k.d.d., which own 6.135 percent of the Company's share capital,

calling, in accordance with Article 298 of the Companies Act, for the agenda to be expanded by including a new item so that a new point 3 of the agenda is added after the present point 2, with the new point 3 of the agenda reading as follows:

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

Resolution proposal 3:

In order to verify certain transactions made by PETROL, Slovenska energetska družba, d.d., Ljubljana, specifically all transactions made by the Company in the period from 24 October 2014 up to and including 24 October 2019 that have to do with corporate acquisitions, disinvestment, investment, sponsorship and donation agreements, the value of which (individually or combined, if the transactions are related) exceeds 1 (one) million euros, a special auditor shall be appointed in accordance with provisions of Article 308 of the Companies Act. The special auditor shall be KPMG Slovenija, podjetje za revidiranje, d.o.o., Železna cesta 8A, Ljubljana.

In carrying out the verification, the auditor shall in particular:

• verify whether decisions regarding the transactions were appropriate (legal and economic aspects),
• verify how the decisions were implemented from an economic and legal perspective (transparency, resource efficiency, compliance with internal rules, controls and securities),
• verify how the transactions affected the Company's operations (risk exposure, accounting and financial aspects).

With regard to the legal aspects of the verification, especially in view of determining potential liability for damages and criminal liability of Management Board members during the period concerned and in connection with the said transactions, the special auditor shall be assisted by subcontractors, specifically by attorneys of Odvetniška pisarna Zaman in partnerji d.o.o., Trdinova ulica 4, Ljubljana, and by attorney Blaž Kovačič Mlinar, Cigaletova 7, Ljubljana.

In accordance with Article 320 of the Companies Act, the special auditor shall draw up a written report.

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

Considering the above request to add an item to the agenda, the consolidated text of the agenda shall read:

1. Opening of the General Meeting and Election of Working Bodies

Resolution Proposal:

Attorney Uroš Ilić from Ljubljana is elected chairman of the General Meeting; Robert Ernestel 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.

2. 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

Resolution Proposal:

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.

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

Resolution Proposal:

In order to verify certain transactions made by PETROL, Slovenska energetska družba, d.d., Ljubljana, specifically all transactions made by the Company in the period from 24 October 2014 up to and including 24 October 2019 that have to do with corporate acquisitions, disinvestment, investment, sponsorship and donation agreements, the value of which (individually or combined, if the transactions are related) exceeds 1 (one) million euros, a special auditor shall be appointed in accordance with provisions of Article 308 of the Companies Act. The special auditor shall be KPMG Slovenija, podjetje za revidiranje, d.o.o., Železna cesta 8A, Ljubljana.

In carrying out the verification, the auditor shall in particular:

• verify whether decisions regarding the transactions were appropriate (legal and economic aspects),
• verify how the decisions were implemented from an economic and legal perspective (transparency, resource efficiency, compliance with internal rules, controls and securities),
• verify how the transactions affected the Company's operations (risk exposure, accounting and financial aspects).

With regard to the legal aspects of the verification, especially in view of determining potential liability for damages and criminal liability of Management Board members during the period concerned and in connection with the said transactions, the special auditor shall be assisted by subcontractors, specifically by attorneys of Odvetniška pisarna Zaman in partnerji d.o.o., Trdinova ulica 4, Ljubljana, and by attorney Blaž Kovačič Mlinar, Cigaletova 7, Ljubljana.

In accordance with Article 320 of the Companies Act, the special auditor shall draw up a written report.

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

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Working papers relating to the additional item of the agenda consist of a letter from the shareholders titled Request to Add an Item to the Agenda of the 30th General Meeting of Shareholders of Petrol, Slovenska energetska družba, d.d., Ljubljana, of 15 November 2019, which is attached to this notice. The notice has been published on the website of AJPES, the Company's website www.petrol.eu and the website of the Ljubljana Stock Exchange (SEOnet). The consolidated text of the agenda and the said letter from the shareholders is also available on request at the information desk at the Company's headquarters, Dunajska cesta 50, Ljubljana, every working day from the publication of the amended agenda to the date of the General Meeting, from 10 a.m. to 1 p.m.

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

Letter from the shareholders – translation:

PETROL, Slovenska energetska družba, d.d., Ljubljana Dunajska cesta 50 1000 Ljubljana

In accordance with provisions of Article 298 of the Companies Act (ZGD-1) and in reference to the convening of the 30th General Meeting of Shareholders of PETROL, Slovenska energetska družba, d.d., Ljubljana, which is to take place on 12 December 2019 at 10 a.m. at the premises of PETROL d.d., Ljubljana, in conference room at Dunajska cesta 48, 1000 Ljubljana, the companies VIZIJA HOLDING, finančna družba, k.d.d., Dunajska cesta 156, Ljubljana, and VIZIJA HOLDING ENA, finančno posredništvo, k.d.d., Dunajska cesta 156, Ljubljana, hereby submit the following

REQUEST TO ADD AN ITEM TO THE AGENDA of the 30th General Meeting of Shareholders of PETROL, Slovenska energetska družba, d.d., Ljubljana

I.

Considering that VIZIJA HOLDING, finančna družba, k.d.d. and VIZIJA HOLDING ENA, finančno posredništvo, k.d.d. own 64,376 shares and 63,620 shares, respectively, of PETROL, Slovenska energetska družba, d.d., Ljubljana (hereinafter: the Company), together accounting for 6.135 percent of the Company's share capital, they have a legal interest and a legal entitlement to submit the present request to add an item to the agenda of the General Meeting, in accordance with Article 298(1) of the Companies Act.

II.

Pursuant to Article 298 of the Companies Act, VIZIJA HOLDING, finančna družba, k.d.d. and VIZIJA HOLDING ENA, finančno posredništvo, k.d.d. (hereinafter: the proposers) hereby submit a request to add an item to the agenda of the 30th General Meeting of Shareholders, calling for the agenda to be expanded by including the following item:

The proposers request that a new point 3 of the agenda be added after the present point 2, with the new point 3 of the agenda reading as follows:

"3. Verification of Certain Transactions Made by the Company in the Period from 24 October 2014 to 24 October 2019

Resolution Proposal 3:

In order to verify certain transactions made by PETROL, Slovenska energetska družba, d.d., Ljubljana, specifically all transactions made by the Company in the period from 24 October 2014 up to and including 24 October 2019 that have to do with corporate acquisitions, disinvestment, investment, sponsorship and donation agreements, the value of which (individually or combined, if the transactions are related) exceeds 1 (one) million euros, a special auditor shall be appointed in accordance with provisions of Article 308 of the Companies Act. The special auditor shall be KPMG Slovenija, podjetje za revidiranje, d.o.o., Železna cesta 8A, Ljubljana.

In carrying out the verification, the auditor shall in particular:

– verify whether decisions regarding the transactions were appropriate (legal and economic aspects),

• verify how the decisions were implemented from an economic and legal perspective (transparency, resource efficiency, compliance with internal rules, controls and securities),
• verify how the transactions affected the Company's operations (risk exposure, accounting and financial aspects).

With regard to the legal aspects of the verification, especially in view of determining potential liability for damages and criminal liability of Management Board members during the period concerned and in connection with the said transactions, the special auditor shall be assisted by subcontractors, specifically by attorneys of Odvetniška pisarna Zaman in partnerji d.o.o., Trdinova ulica 4, Ljubljana, and by attorney Blaž Kovačič Mlinar, Cigaletova 7, Ljubljana.

In accordance with Article 320 of the Companies Act, the special auditor shall draw up a written report.

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

III.

The proposers call on the Company's Management Board to consider this request to add an item to the agenda of the General Meeting of Company shareholders within the meaning of Article 298 of the Companies Act, to expand the agenda in accordance with this proposal and to immediately publish the consolidated text of the amended agenda in the manner that was used to convene the General Meeting.

Ljubljana, 15 November 2019

VIZIJA HOLDING, k.d.d. VIZIJA HOLDING ENA, k.d.d.

Dari Južna, Managing Director Dari Južna, Managing Director