Cinkarna Celje

Share Issue/Capital Change • Jul 22, 2024

The text is an informative translation of the original in Slovene

CINKARNA Celje, d.d. Kidričeva ulica 26, 3000 Celje

The Management Board of CINKARNA Celje, d.d., Kidričeva ulica 26, 3000 Celje, registration number: 5042801000, tax number: SI 15280373 (hereinafter also "the Company"), adopted on 9 July 2024 the following

SHARE BUY-BACK PROGRAMME

I. LEGAL BASIS FOR ACQUISITION OF SHARES

The Management Board of the Company adopted this Share buy-back programme pursuant to the authorization for the acquisition of own shares granted by the 28t^h General Shareholders' Meeting held on 19 June 2024.

The authorization of the General Meeting of Shareholders is valid for a period of 12 months, from and including 19 June 2024 onwards.

The General Meeting's authorization is valid for the acquisition of own shares up to a total of 10 percent of the company's share capital (up to 807,977 shares of the company). The purchase price of acquired treasury shares may not be under €14.00/share and not above €29.00/share.

Acquisition of treasury shares in the regulated market will be executed in accordance with Companies Act (ZGD-1), Financial Instruments Market Act (ZTFI-1), Regulation (EU) No 596/2014 (MAR), Commission delegated Regulation (EU) 2016/1052 and other applicable legislation.

II. SHARE BUY-BACK PROGRAMME

The Share buy-back programme will be carried out in the following terms:

1. Purpose

The sole purpose of the Share buy-back programme is to acquire part of the own shares up to a total of 10 percent of the company's share capital that would be later redeemed in accordance with the applicable legislation and Company's Articles of Association in the case that the capital reduction is approved by the General Shareholders' Meeting under the terms to be decided by the latter.

2. Maximum investment

The Share buy-back programme's maximum investment will be 7,250,000.00 euros.

Only the purchase price of the shares will be taken into account when calculating the Maximum investment. Any expenses, fees or brokerage costs related to the acquisition transactions will therefore not be included.

The shares will be purchased at market price, subject to the price conditions set forth in article 3 of the Commission Delegated Regulation (EU) 2016/1052.

3. Maximum number of shares

The maximum number of shares to be acquired under the Share buy-back programme will be 250,000.

The Company will not purchase on any trading day more than 25% of the average daily volume of the Company's shares on the trading venue on which the purchase is carried out.

The average daily volume referred above shall be based on the average daily volume traded during the 20 trading days preceding the date of purchase.

4. Methods of acquisition of shares

In accordance with the authorisation of the General Meeting of Shareholders, the Company will acquire treasury shares by engaging in transactions on the regulated markets in financial instruments at the respective market price and on terms that will not affect prevailing market conditions.

5. Duration of the Share buy-back programme

The Share buy-back programme is adopted and is valid for the duration of the General Meeting's authorization, i.e., 12 months from June 19, 2024.

The implementation of the Share buy-back programme may be suspended and continued at any moment.

The amendment of the Share buy-back programme as well as acquisition of shares carried out pursuant to it, will be duly communicated to the public in accordance with the applicable legislation.

Celje, 9 July 2024

Management Board of Cinkarna Celje, d.d.