Petrol Group

AGM Information • Apr 19, 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 29th General Meeting of Shareholders of

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

attended by the shareholders - owners of 1,425,826 shares, representing 68.342 % of the company's share capital and 69.364 % 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 10.00 a.m. on 18th April, 2019

adopted the following resolutions:

Item 2 of the Agenda: Presentation of Annual Report 2018 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 2018, amounting to € 49,769,123.00, will be distributed as follows:

• part of the profit for appropriation amounting to € 37,553,418.00 will be distributed as dividend payments to shareholders (gross dividend of € 18.00 per share, taking into account the number of own shares as of the day of convocation of the General Meeting);
• the remaining amount of € 12,215,705.00, and any amounts which may result from a change in the number of own shares on the date the shareholders registered at KDD 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 9th August 2019 to shareholders registered at KDD (Central Securities Clearing Corporation) as of 8th August 2019.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,425,803; the proportion of these shares in the share capital of the company amounted to 68.341 %. The total number of valid votes cast amounted to 1,425,803 and represented 69.363 % of all voting shares, of which 1,425,430 votes were in favour of the resolution, representing 99.974 % of the total number of votes cast, and 373 votes were against the resolution, representing 0.026 % of the total number of votes cast. The number of abstentions was 23.

Adopted Resolution

2.2. The General Meeting has granted approval of the performance of duties by the Management Board in the financial year 2018.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,425,801; the proportion of these shares in the share capital of the company amounted to 68.341 %. The total number of valid votes cast amounted to 1,425,801 and represented 69.363 % of all voting shares, of which 1,425,463 votes were in favour of the resolution, representing 99.976 % of the total number of votes cast, and 338 votes were against the resolution, representing 0.024 % of the total number of votes cast. The number of abstentions was 25.

Adopted Resolution

2.3. The General Meeting has granted approval of the performance of duties by the Supervisory Board in the financial year 2018.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,425,801; the proportion of these shares in the share capital of the company amounted to 68.341 %. The total number of valid votes cast amounted to 1,425,801 and represented 69.363 % of all voting shares, of which 1,423,564 votes were in favour of the resolution, representing 99.843 % of the total number of votes cast, and 2,237 votes were against the resolution, representing 0.157 % of the total number of votes cast. The number of abstentions was 25.

Item 3 of the Agenda - Adoption of Resolution on the appointment of an auditor to audit the company's business and financial statements for 2019, 2020 and 2021

Adopted Resolution

3.1. The auditing company "ERNST & YOUNG Revizija, poslovno svetovanje, d.o.o." from Ljubljana, Dunajska cesta 111, Ljubljana, has been appointed as auditor of the company for 2019, 2020 and 2021.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,425,765; the proportion of these shares in the share capital of the company amounted to 68.339 %. The total number of valid votes cast amounted to 1,425,765 and represented 69.361 % of all voting shares, of which 1,425,076 votes were in favour of the resolution, representing 99.952 % of the total number of votes cast, and 689 votes were against the resolution, representing 0.048 % of the total number of votes cast. The number of abstentions was 61.

Item 4 of the Agenda: Amendments to the Articles of Association of Petrol d.d., Ljubljana in Sub-clauses 03.01., 09.04.,10.13. and 10.14., and Deletion of Sub-clause 10.15. and Clause 07A.00.

PETROL, Slovenska energetska družba, d.d., Ljubljana Dunajska c. 50, 1000 Ljubljana tel.: 01 47 14 234 www.petrol.si

Adopted Resolution:

• 4.1. The Articles of Association of the Company have been amended as follows:
• Due to the introduction of new activities, the following has been added to Sub-clause 03.01. of the Articles of Association:

»08.120	Operation of gravel and sand pits; mining of clays and kaolin
08.910	Mining of chemical and fertiliser minerals
08.930	Extraction of salt
08.990	Other mining and quarrying n.e.c.
09.900	Support activities for other mining and quarrying
49.310	Urban and suburban passenger land transport
49.320	Taxi operation
49.391	Interurban and other road passenger transport«

• Due to the expiry of a five-year term, the provisions pertaining to the authorised capital of the Company have been deleted, namely the title »07A.00. AUTHORISED CAPITAL« and Subclauses 07A.01., 07A.02. and 07A.03.
• The provision of Sub-clause 09.04. has been completed by adding a new sentence at the end of the sub-clause, reading as follows: »A member of the Management Board shall hold at least a bachelor's or master's degree from a relevant university (Bologna 2nd Cycle Degree), and shall have five years of appropriate work experience in managerial positions and suitable knowledge and organisational skills to manage the company. Further, the member shall demonstrate professional and personal integrity. «
• A new second paragraph has been added to Sub-clause 10.13., which reads as follows: »A member of the Supervisory Board may resign from the position of Member of the Supervisory Board prior to the expiry of the term of office for which he/she has been appointed. However, the resignation shall not be given at an inappropriate time, and is subject to 90 days' notice. In the case the resignation is given at an inappropriate time, the member of the Supervisory Board shall be liable to the company for any damage caused to it, despite the fact that the 90 days' notice period has been observed. «
• Sub-clause 10.14. has been amended to read: »In return for their work, the members of the Supervisory Board shall be entitled to receive basic remuneration for duties performed, attendance fees and reimbursement of costs in connection with their work for the Supervisory Board. The exact amounts of payments shall be determined in a resolution adopted by the General Meeting. «
• Sub-clause 10.15. has been deleted; the previous Sub-clause 10.16. has been renumbered to 10.15.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,425,765; the proportion of these shares in the share capital of the company amounted to 68.339 %. The total number of valid votes cast amounted to 1,425,765 and represented 69.361 % of all voting shares, of which 1,421,618 votes were in favour of the resolution, representing 99.709 % of the total number of votes cast, and 4,147 votes were against the resolution, representing 0.291 % of the total number of votes cast. The number of abstentions was 61.

Item 5 of the Agenda: Changes Relating to the Remuneration for Members of the Supervisory Board and Members of the Supervisory Board's Committees

Adopted Resolution:

5.1. In return for their work, the General Meeting entitles the members of the Supervisory Board to receive the following remunerations:

• 1. The members of the Supervisory Board shall be entitled to receive attendance fees for their attendance at the Supervisory Board's meetings. Each member shall receive a gross amount of EUR 275.00 for each meeting attended. The members of the Supervisory Board Committee shall be entitled to receive attendance fees for their attendance at the Committee's meetings. Each member of the Committee shall receive 80% of the fee for the attendance at the Supervisory Board's meetings. The fee for the attendance at a correspondence meeting amounts to 80% of the regular attendance fee. Notwithstanding the foregoing and the number of his/her attendances at meetings, in each financial year a member of the Supervisory Board shall be entitled to receive the total amount of attendance fees not exceeding 50% of the basic remuneration amount paid on an annual basis for performing the duties of Member of the Supervisory Board. In each financial year, a member of the Supervisory Board who is also a member of the Supervisory Board Committee or Committees shall be entitled to receive, notwithstanding the foregoing and the number of his/her attendances at the meetings of the Supervisory Board and Committees, the total amount of attendance fees not exceeding 75% of the basic remuneration amount paid on an annual basis for performing the duties of Member of the Supervisory Board.
• 1. In addition to attendance fees, the members of the Supervisory Board shall be entitled to receive basic remuneration for performing the duties of the office; each member shall be entitled to receive a gross annual amount of EUR 14,000.00. Further, the Chairman of the Supervisory Board shall also be entitled to receive an additional amount of 50% of the basic remuneration amount paid for performing the duties of Member of the Supervisory Board. The Vice Chairman / Deputy Chairman of the Supervisory Board shall be entitled to receive an additional amount of 10% of the basic remuneration amount paid for performing the duties of Member of the Supervisory Board.

The members of the Supervisory Board Committee shall be entitled to receive an additional amount for performing their duties; each member of the Committee shall receive 25% of the basic remuneration amount paid for performing the duties of Member of the Supervisory Board. The Chairman of the Committee shall be entitled to receive an additional amount of 37.5% of the basic remuneration amount paid for performing the duties of Member of the Supervisory Board. In each financial year, a member of the Supervisory Board Committee shall be entitled to receive, notwithstanding the foregoing and the number of committees of

which he/she is a member or chairman, the total amount of additional fees not exceeding 50% of the basic remuneration amount paid on an annual basis for performing the duties of Member of the Supervisory Board. If the term of office of a particular member of the Supervisory Board is shorter than the financial year period, this member shall be entitled to receive, notwithstanding the foregoing and the number of committees of which he/she is a member or chairman, the total amount of additional payments not exceeding 50% of the basic remuneration amount paid for performing the duties of Member of the Supervisory Board, taking into account the eligible payments for the period of his/her term of office in the relevant financial year.

• 3. The members of the Supervisory Board and the members of the Supervisory Board Committee shall receive basic remuneration and additional payments for performing their duties as members in the form of proportional monthly fees to which they are entitled as long as they perform the duties of their office. A monthly fee shall amount to one-twelfth of the abovementioned annual payments.
• 1. Limits on the amount of total payments of attendance fees or additional payments to the members of the Supervisory Board shall in no way affect their statutory responsibilities and their duty to participate actively in all meetings of the Supervisory Board and the Committees of which they are members.
• 1. The members of the Supervisory Board shall be entitled to receive a refund of travel and accommodation costs in connection with their work for the Supervisor Board. The amounts refunded shall be defined in accordance with the regulations governing the reimbursement of costs in connection with work and other income not included in the tax base (allowances for travel and overnight stays during business trips). The amount to which a member of the Supervisory Board is entitled in accordance with the above-mentioned regulations shall be paid as a gross amount; the net amount represents the actual travel expenses refunded. Mileage expenses shall be calculated using the table of distances between places, posted on the website of AMZS. Accommodation costs will be refunded only if the distance of a Supervisory Board member's and/or a Supervisory Board Committee member's permanent or temporary residence is at least 100 kilometres away from the location of the Board's or Committee's work, provided it is not possible for the member to return home owing to the lack of suitable scheduled public means of transport, or for other objective reasons.

As from the date of adopting this Resolution, the resolution on the amounts of attendance fees, adopted at the General Meeting of 7.4.2009, and the resolution on monthly payments for the performance of duties, adopted at the General Meeting of 19.5.2011, shall cease to apply.

Results of the vote:

The total number of shares represented at the General Meeting for this item: 1,425,826. The number of shares for which valid votes were cast amounted to 1,340,394; the proportion of these shares in the share capital of the company amounted to 64.247 %. The total number of valid votes cast amounted to 1,340,394 and represented 65.208 % of all voting shares, of which 1,315,148 votes were in favour of the resolution, representing 98.117 % of the total number of votes cast, and 25,246 votes were against the resolution, representing 1.883 % of the total number of votes cast. The number of abstentions was 85,432.

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. The proposers of item 5 (SDH, d.d.) themselves had submitted a counter-proposal to this item, which was adopted by the General Meeting.

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 49.83 % 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	266,726	12.98 %
2. Slovenski državni holding, d.d.	264,516	12.87 %
3. The Republic of Slovenia	210,689	10.25 %
4. Kapitalska družba d.d.	172,639	8.40 %
5. OTP Banka d.d.	109,651	5.33 %
TOTAL	1,024,221	49.83%

The total cost of the organised collection of proxy appointments amounts to € 15,059.72.

Ljubljana, 18th April, 2019

Tomaž Berločnik President of the Management Board