Petrol Group — AGM Information 2017

Apr 11, 2017

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

hereby announces that 27th General Meeting of Shareholders of

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

attended by the shareholders - owners of 1,349,813 shares, representing 64.70 % of the company's share capital and 65.47 % of all voting shares, chaired by Attorney Uroš Ilić from Ljubljana as president, and Robert Ernestel and Petra Kladnik as officials responsible for counting the votes, and attended by Bojan Podgoršek, Notary Public from Ljubljana,

held at 1 p.m. on 10th April, 2017

adopted the following resolutions:

Item 2 of the Agenda - Presentation of Annual Report 2016 and the Supervisory Board's feedback – Annual Report verification results; information on remuneration of members of management and supervisory bodies; use of profit for appropriation and granting of approval

Adopted Resolution:

2.1 The profit for appropriation as of 31st December 2016, amounting to € 28,862,372.00 will be used as follows:

• 28,862,372.00 to be distributed as dividend payments to shareholders, which represents a gross dividend of € 14.00 per share (own shares do not participate).

For payment of dividends, net profit for 2016 and other reserves from profits generated in 2006 will be used.

The company will pay out dividends on 11th August 2017 to shareholders registered at KDD (Central Securities Clearing Corporation) as of 10th August 2017, in the manner as defined in the Management Board's resolution.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,349,813. The number of shares for which valid votes were cast amounted to 1,318,146; the proportion of these shares in the share capital of the company amounted to 63.181 %. The total number of valid votes cast amounted to 1,318,146 and represented 63.938 % of all voting shares, of which 1,315,828 votes were in favour of the resolution, representing 99.824 % of the total number of votes cast, and 2,318 votes were against the resolution, representing 0.176 % of the total number of votes cast. The number of abstentions was 31,667.

Adopted Resolution

2.2. The General Meeting has granted approval of the performance of duties by the Management Board in the financial year 2016.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,349,813. The number of shares for which valid votes were cast amounted to 1,349,764; the proportion of these shares in the share capital of the company amounted to 64.697 %. The total number of valid votes cast amounted to 1,349,764 and represented 65.471 % of all voting shares, of which 1,348,043 votes were in favour of the resolution, representing 99.872 % of the total number of votes cast, and 1,721 votes were against the resolution, representing 0.128 % of the total number of votes cast. The number of abstentions was 49.

Adopted Resolution

2.3. The General Meeting has granted approval of the performance of duties by the Supervisory Board in the financial year 2016.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,349,813. The number of shares for which valid votes were cast amounted to 1,349,676; the proportion of these shares in the share capital of the company amounted to 64.692 %. The total number of valid votes cast amounted to 1,349,676 and represented 65.467 % of all voting shares, of which 1,3148,990 votes were in favour of the resolution, representing 99.949 % of the total number of votes cast, and 686 votes were against the resolution, representing 0.051 % of the total number of votes cast. The number of abstentions was 137.

Item 3 of the Agenda - Adoption of Resolution on the appointment of an auditor to audit the company's business and financial statements for 2017

Adopted Resolution

3.1 The auditing company "ERNST & YOUNG Revizija, poslovno svetovanje, d.o.o." from Ljubljana has been appointed as auditor of the company for 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,349,813. The number of shares for which valid votes were cast amounted to 1,349,783; the proportion of these shares in the share capital of the company amounted to 64.697 %. The total number of valid votes cast amounted to 1,349,783 and represented 65.472 % of all voting shares, of which 1,348,727 votes were in favour of the resolution, representing 99.922 % of the total number of votes cast, and 1,056 votes were against the resolution, representing 0.078 % of the total number of votes cast. The number of abstentions was 30.

Item 4 of the Agenda - Appointment of members of the Supervisory Board of Petrol d.d., Ljubljana

Adopted Resolutions

4.1 Sašo Berger has been appointed as the first member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 11th April, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,322,436; the proportion of these shares in the share capital of the company amounted to 63.387 %. The total number of valid votes cast amounted to 1,322,436 and represented 64.146 % of all voting shares, of which 1,005,473 votes were in favour of the resolution, representing 76.032 % of the total number of votes cast, and 316,963 votes were against the resolution, representing 23.968 % of the total number of votes cast. The number of abstentions was 11,161.

4.2 Nada Drobne Popovič has been appointed as the second member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 11th April, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,333,536; the proportion of these shares in the share capital of the company amounted to 63.919 %. The total number of valid votes cast amounted to 1,333,536 and represented 64.684 % of all voting shares, of which 1,282,217 votes were in favour of the resolution, representing 96.152 % of the total number of votes cast, and 51,319 votes were against the resolution, representing 3.848 % of the total number of votes cast. The number of abstentions was 61.

4.3 Igo Gruden has been appointed as the third member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 11th April, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,333,574; the proportion of these shares in the share capital of the company amounted to 63.920 %. The total number of valid votes cast amounted to 1,333,574 and represented 64.686 % of all voting shares, of which 1,284,566 votes were in favour of the resolution, representing 96.325 % of the total number of votes cast, and 49,008 votes were against the resolution, representing 3.675 % of the total number of votes cast. The number of abstentions was 23.

4.4 Sergej Goriup has been appointed as the fourth member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 11th April, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,283,410; the proportion of these shares in the share capital of the company amounted to 61.516 %. The total number of valid votes cast amounted to 1,283,410 and represented 62.253 % of all voting shares, of which 940,214 votes were in favour of the resolution, representing 73.259 % of the total number of votes cast, and

343,196 votes were against the resolution, representing 26.741 % of the total number of votes cast. The number of abstentions was 50,187.

4.5 Metod Podkrižnik has been appointed as the fifth member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 11th April, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,282,384; the proportion of these shares in the share capital of the company amounted to 61.467 %. The total number of valid votes cast amounted to 1,282,384 and represented 62.203 % of all voting shares, of which 959,566 votes were in favour of the resolution, representing 74.827 % of the total number of votes cast, and 322,818 votes were against the resolution, representing 25.173 % of the total number of votes cast. The number of abstentions was 51,213.

4.6 Mladen Kaliterna has been appointed as the sixth member of the Supervisory Board, the Shareholders' representative, for a four-year term commencing 16th July, 2017.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,333,308; the proportion of these shares in the share capital of the company amounted to 63.908 %. The total number of valid votes cast amounted to 1,333,308 and represented 64.673 % of all voting shares, of which 1,284,055 votes were in favour of the resolution, representing 96.306 % of the total number of votes cast, and 49,253 votes were against the resolution, representing 3.694 % of the total number of votes cast. The number of abstentions was 289.

Item 6 of the Agenda - Changes to point 09.03 and to the first paragraph of point 09.10 of the Company's Articles of Association

Adopted Resolution

6.1 In the chapter IV. COMPANY BODIES, 09.00 Management Board, point 09.03 and the first paragraph of point 09.10 shall be changed:

- Point 09.03 shall read as follows:

"As a member of the Management Board, the Worker Director shall participate in decision-making only in connection with issues relating to the formulation of personnel and social policy."

- First paragraph of point 09.10 shall read as follows:

"The President of the Management Board and any other member of the Management Board other than the Worker Director shall represent the Company independently and individually. The Worker Director shall represent the Company together with another member or president of the Management Board."

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,957. The number of shares for which valid votes were cast amounted to 1,333,574; the proportion of these shares in the share capital of the company amounted to 63.920 %. The total number of valid votes cast amounted to 1,333,574 and represented 64.686 % of all voting shares, of which 1,330,861

votes were in favour of the resolution, representing 99.797 % of the total number of votes cast, and 2,713 votes were against the resolution, representing 0.203 % of the total number of votes cast. The number of abstentions was 23.

Item 7 of the Agenda - The granting of power to the Management Board to acquire own shares and reporting on reasonable grounds for the exclusion of the pre-emptive right upon the disposal of own shares

Adopted Resolution:

7.1. The General Meeting authorises the Company's Management Board to acquire own shares within 36 months of the adoption of this resolution.

Under this authorisation, a maximum of 208,630 own shares may be acquired, but the total percentage of the shares acquired based on this authorisation may not exceed, together with other own shares already held by the Company (24,703 own shares), 10% of the Company's share capital (208,630 shares).

The Company may acquire own shares via transactions concluded on a regulated securities market and at a market price applicable at the time. The Company may acquire own shares also outside the regulated securities market. When acquiring shares on a regulated or unregulated securities market, the purchase price may not be lower than 50% of the share's carrying amount calculated based on the most recent publicly available audited financial statements of the PETROL Group. Similarly, the purchase price of the shares may not exceed the 12-fold value of earnings per share (EPS) calculated based on the most recent publicly available audited financial statements of the PETROL Group.

Subject to a prior approval from the Supervisory Board, the Company may dispose of the own shares acquired based on this authorisation by exchanging them for interests in other companies, in line with its takeover strategy.

The shareholders' pre-emptive right is excluded when the own shares acquired by the Company under this authorisation are disposed of.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,333,597. The number of shares for which valid votes were cast amounted to 1,297,575; the proportion of these shares in the share capital of the company amounted to 62.195 %. The total number of valid votes cast amounted to 1,297,575 and represented 62.940 % of all voting shares, of which 1,024,880 votes were in favour of the resolution, representing 78.984 % of the total number of votes cast, and 272,695 votes were against the resolution, representing 21.016 % of the total number of votes cast. The number of abstentions was 36,022.

Notification (in accordance with Recommendations to Public Companies Regarding Notification, issued by the Ljubljana Stock Exchange, with respect to non-adoption and/or amendments of resolutions proposed in the Notice to Convene the General Meeting):

With respect to Item 2: "Presentation of Annual Report 2016 and the Supervisory Board's feedback – Annual Report verification results; information on remuneration of members of management and supervisory bodies; use of profit for appropriation and granting of approval", Resolution 2.1.: "Use of Profit for Appropriation", the shareholder "SDH d.d." filed a counter-proposal on 7th April 2017. The counter-proposal was supported by the shareholders and voted in favour of at the General Meeting, due to which the resolution under 2.1., proposed by the Management Board and the Supervisory Board, was not adopted.

With respect to Item 4: "Appointment of Members of the Supervisory Board of Petrol d.d., Ljubljana", Resolutions 4.4. and 4.5., the shareholder "Češkoslovenska Obchodni Bank, A.S., FID made a counter-proposal (the same voting proposal for both resolutions) at the General Meeting. This counter-proposal was not put to the vote since the shareholders voted first for the counter-proposal made by the shareholder "SDH d.d." which was supported and voted in favour of, due to which the initial proposal under 4.4. and 4.5., made by the Supervisory Board, was not put to the vote.

Announced contesting

The shareholder "H12, d.d." announced contesting the resolution under 7.1.: The granting of power to the Management Board to acquire own shares and reporting on reasonable grounds for the exclusion of the pre-emptive right upon the disposal of own shares.

The shareholders did not announce contesting any other adopted resolutions.

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As of the day of the General Meeting, the Company owns 24,703 non-voting shares.

The number of voting rights of the first five biggest shareholders present at the General Meeting amounted to 47.86 % 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. Slovenski državni holding, d.d.	412,009	19.98%
3. Československa Obchodni Bank, A.S., FID	266,651	12.93%
2. Kapitalska družba d.d.	172,639	8.37%
4 Vizija Holding k.d.d.	71,676	3.48%
5. Vizija Holding ENA, k.d.d.	63,620	3.09%
TOTAL	986,595	47.86%

The total cost of the organised collection of proxy appointments amounts to € 13,781.66.

Ljubljana 10th April, 2017

Tomaž Berločnik President of the Management Board