Petrol Group

AGM Information • Apr 22, 2022

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, the Management Board of Petrol d.d., Ljubljana, Dunajska cesta 50, Ljubljana,

hereby announces that the 34 th General Meeting of Shareholders of

Petrol, Slovenska energetska družba, d.d., Ljubljana,

attended by the shareholders - owners of 1,451,524 shares, representing 69.57% of the Company's share capital and 70.68% of all voting shares, chaired by Attorney Uroš Pogačnik from Grosuplje as president, and Gregor Mavsar and Barbara Jama Živalič as officials responsible for counting the votes, in the presence of Bojan Podgoršek, Notary Public from Ljubljana,

held at 10.00 a.m. on 21 April 2022, discussed the following resolutions:

Item 1 of the Agenda – Opening of the General Meeting and election of working bodies

Adopted Resolution:

1.

Attorney Uroš Pogačnik from a Grosuplje-based Law Firm Čeferin, Pogačnik, Novak, Koščak in partnerji, o.p., d.o.o. shall be elected Chairman of the General Meeting, and Gregor Mavsar and Barbara Jama Živalič as officials responsible for counting the votes.

The General Meeting is informed 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 was 1,451,524. The number of shares for which valid votes were cast amounted to 1,451,229; the proportion of these shares in the share capital of the Company amounted to 69.56%. The total number of valid votes cast amounted to 1,451,229 and represented 70.67% of all voting shares, of which 1,450,078 votes were in favour of the resolution, accounting for 99.92% of the total number of votes cast, and 1,151 votes were against the resolution, representing 0.08% of the total number of votes cast. The number of abstentions was 295.

Item 2 of the Agenda – Presentation of the Annual Report for 2021 and Report of the Supervisory Board on the Verification of the Annual Report for 2021; Report on Remuneration to Management and Supervisory Bodies of Petrol d.d., Ljubljana in the financial year 2021; use of profit for appropriation and granting of discharge

Adopted Resolution:

2.1.

The profit for appropriation as of 31 December 2021, amounting to EUR 61,847,940 will be distributed as follows:

• part of the profit for appropriation amounting to EUR 61,667,340 will be distributed as dividend payments to shareholders: gross dividend of EUR 30.00 per share (own shares do not participate),

• the remaining part of the profit for appropriation in the amount of EUR 180,600 and any amounts which may result from the number of own shares on the record date and from rounding off the dividend payment figures, will be transferred to other profit reserves.

The Company will pay out dividends on 5 August 2022 to all shareholders registered at KDD (Central Securities Clearing Corporation) as of 4 August 2022.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,451,524. The number of shares for which valid votes were cast amounted to 1,451,389; the proportion of these shares in the share capital of the Company amounted to 69.57%. The total number of valid votes cast amounted to 1,451,389 and represented 70.68% of all voting shares, of which 1,450,275 votes were in favour of the resolution, accounting for 99.92% of the total number of votes cast, and 1,114 votes were against the resolution, representing 0,08% of the total number of votes cast. The number of abstentions was 135.

2.2.

The General Meeting has taken note and hereby endorses the Report on Remuneration to Management and Supervisory Bodies of Petrol d.d., Ljubljana in the financial year 2021.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,451,524. The number of shares for which valid votes were cast amounted to 1,451,102; the proportion of these shares in the share capital of the Company amounted to 69.55%. The total number of valid votes cast amounted to 1,451,102 and represented 70.66% of all voting shares, of which 1,444,269 votes were against the resolution, representing 99.53% of the total number of votes cast, and 6,833 votes were against the resolution, representing 0.47% of the total number of votes cast. The number of abstentions was 422.

2.3.

The General Meeting gives a discharge to the Management Board of the Company for the financial year 2021.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,451,524. The number of shares for which valid votes were cast amounted to 1,451,388; the proportion of these shares in the share capital of the Company amounted to 69.57%. The total number of valid votes cast amounted to 1,451,388 and represented 70.68% of all voting shares, of which 1,449,761 votes were in favour of the resolution, accounting for 99.89% of the total number of votes cast, and 1,627 votes were against the resolution, representing 0.11% of the total number of votes cast. The number of abstentions was 136.

2.4.

The General Meeting gives a discharge to the Supervisory Board of the Company for the financial year 2021.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,451,524. The number of shares for which valid votes were cast amounted to 1,451,386; the proportion of these shares in the share capital of the Company amounted to 69.57%. The total number of valid votes cast amounted to 1,451,386 and represented 70.68% of all voting shares, of which 1,449,723 votes were in favour of the resolution, accounting for 99.89% of the total number of votes cast, and 1663 votes were against the resolution, representing 0.11% of the total number of votes cast. The number of abstentions was 138.

Item 3 of the Agenda – Remuneration Policy for Management and Supervisory Bodies of Petrol d.d., Ljubljana

3.1. The proposed Resolution was not adopted:

The General Meeting has taken note and hereby endorses the Remuneration Policy for Management and Supervisory Bodies of Petrol d.d., Ljubljana.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,459,780. The number of shares for which valid votes were cast amounted to 1,246,625; the proportion of these shares in the share capital of the Company amounted to 59.75%. The total number of valid votes cast amounted to 1,246,625 and represented 60.71% of all voting shares, of which 566,252 votes were in favour of the resolution, accounting for 45.42% of the total number of votes cast, and 680,373 votes were against the resolution, representing 54.58% of the total number of votes cast. The number of abstentions was 213,155.

Item 4 of the Agenda – Appointment of the auditor to audit the Company's financial report and review the business report for the financial years of 2022, 2023 and 2024

Adopted Resolution:

4.1.

Pricewaterhousecoopers d.o.o., Cesta v Kleče 15, 1000 Ljubljana is appointed as the Company auditor for the financial years of 2022, 2023 and 2024.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,459,780. The number of shares for which valid votes were cast amounted to 1,459,485; the proportion of these shares in the share capital of the Company amounted to 69.96%. The total number of valid votes cast amounted to 1,459,485 and represented 71.07% of all voting shares, of which 1,458,497 votes were in favour of the resolution, accounting for 99.93% of the total number of votes cast, and 988 votes were against the resolution, representing 0.07% of the total number of votes cast. The number of abstentions was 295.

Item 5 of the Agenda – Amendment of point 11.07. of the Articles of Association in accordance with the provision of the third paragraph of Article 297 of the Slovenian Companies (ZGD-1)

Adopted Resolution:

5.1.

With the aim to align the Company's Articles of Association with the provision of the third paragraph of Article 297 of the ZGD-1, point 11.07 of 11.00 GENERAL MEETING, Chapter IV. COMPANY BODIES, shall be amended to read as follows:

"Only those shareholders who have registered for participation in the General Meeting not later than at the end of the fourth day prior to the General Meeting, and who have been registered in the Central Book-Entry Securities Register as of the end of the seventh day prior to the General Meeting, shall be entitled to participate in the General Meeting and exercise their voting rights."

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,459,780. The number of shares for which valid votes were cast amounted to 1,459,645; the proportion of these shares in the share capital of the Company amounted to 69.96%. The total number of valid votes cast amounted to 1,459,780 and represented 71.08% of all voting shares, of which 1,457,946 votes were in favour of the resolution, accounting for 99.88% of the total number of votes cast, and 1,699 votes were against the resolution, representing 0.12% of the total number of votes cast. The number of abstentions was 135.

Item 6 of the Agenda – The PETG share split

Adopted Resolution:

6.1.

Each ordinary registered no-par value share of the Company with the PETG symbol shall be split into 20 ordinary registered no-par value shares of the Company.

6.2.

In the Company's Articles of Association, point 04.01. of Article 04.00 SHARE CAPITAL, NUMBER AND TYPES OF SHARES, Chapter II. SHARE CAPITAL AND SHARES shall be amended to read as follows:

"The Company's share capital amounts to EUR 52,240,977.04 (fifty-two million, two hundred and forty thousand, nine hundred and seventy-seven euros and four cents) and is divided into 41,726,020 (forty-one million, seven hundred and twenty-six thousand and twenty) ordinary registered no-par value shares."

6.3.

A new point 18.03. shall be added in Article 18.00. ARTICLES OF ASSOCIATION AND GENERAL ACTS of Chapter VIII. ARTICLES OF ASSOCIATION AND GENERAL ACTS of the Company's Articles of Association, which reads as follows:

"The Company has 2,086,301 (two million, eighty-six thousand, three hundred and one) ordinary registered no-par value shares in the Central Book-Entry Securities Register until the total number of Company's shares in the Central Book-Entry Securities Register is aligned with point 04.01 of these Articles of Association with the entry of the split of each share into 20 (twenty) parts."

6.4.

Points of resolutions 6.1. to 6.3., inclusive, shall enter into effect on 19 August 2022.

6.5.

The General Meeting hereby authorises the Supervisory Board to align the text of the Articles of Association in accordance with the points of resolutions 6.1. to 6.4., inclusive, and draw up a clean copy of the Articles of Association.

The Management Board of the Company shall implement the necessary procedures for the PETG share split after the entry of the Articles of Association amendment into the Court Register of Companies.

Results of the vote:

The total number of shares represented at the General Meeting for this item was1,459,780. The number of shares for which valid votes were cast amounted to 1,459,642; the proportion of these shares in the share capital of the Company amounted to 69.96%. The total number of valid votes cast amounted to 1,459,642 and represented 71.08% of all voting shares, of which 1,456,726 votes were in favour of the resolution, accounting for 99.77% of the total number of votes cast, and 3,366 votes were against the resolution, representing 0.23% of the total number of votes cast. The number of abstentions was 138.

Item 7 of the Agenda – Authorisation to the Management Board to purchase own shares and a report on founded reasons for the exclusion of the pre-emption right in the disposal of own shares

Adopted Resolution:

7.1.

The General Meeting authorises the Management Board of the Company to purchase own shares over a period of 12 months starting on the effective date of this resolution. The authorisation applies for the acquisition of a maximum of such number of shares that the total percentage of the shares acquired based on this authorisation, together with other own shares already held by the Company on this authorisation adoption date, does not exceed 2% of the Company's share capital. The Company may acquire own shares by way of transactions concluded on the regulated market at the market price as valid at the respective time. The Company may also acquire own shares on the over-the-counter market. In acquiring shares on the regulated or over-the-counter market, the purchase price of shares cannot be lower than 50% of the book value per share calculated based on the last published audited annual statements of the Petrol Group. Likewise, the purchase price of shares cannot be higher than 11-times the amount of earnings per share (EPS) calculated based on the last published audited annual financial statements of the Petrol Group.

Pursuant to the third and fourth paragraphs of Article 381 of the ZGD-1, the Company may reduce (one-time or successively) its share capital through the withdrawal of all own shares acquired based on this authorisation (but not also those own shares acquired previously) under the simplified procedure and to the debit of other profit reserves based on the Supervisory Board's consent. The Company may use own shares acquired based on this authorisation solely in accordance with this authorisation.

7.2.

Resolution 7.1 shall enter into effect on 30 November 2022, but not prior to the PETG share split execution pursuant to General Meeting Resolutions 6.1. to 6.5. in the Central Book-Entry Securities Register.

Results of the vote:

The total number of shares represented at the General Meeting for this item was 1,459,780. The number of shares for which valid votes were cast amounted to 1,413,986; the proportion of these shares in the share capital of the Company amounted to 67.78%. The total number of valid votes cast amounted to 1,413,986 and represented 68.86% of all voting shares, of which 1,378,837 votes were in favour of the resolution, accounting for 97.51% of the total number of votes cast, and 35,149 votes were against the resolution, representing 2.49% of the total number of votes cast. The number of abstentions was 45,798.

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):

Under item 1, the resolution as proposed in the General Meeting convocation was adopted. Under items 2, 5 and 6 the resolutions such as proposed by the Management and

Supervisory Boards in the General Meeting convocation were adopted. Under item 4, the resolution such as proposed by the Supervisory Board in the General Meeting convocation was passed. Under item 7, the resolution was adopted such as proposed by SDH d.d. as counter proposal. Under item 3, the Resolution such as proposed by the Management and Supervisory Boards in the General Meeting convocation, was not adopted.

Announced actions to challenge or annul resolutions:

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

---

As of the day of the General Meeting, the Company had 2,086,301 shares, of which:

• - 30,723 non-voting shares,
• - 2,025 other non-voting shares, and
• - 2,053,553 voting shares.

The number of voting rights of the first five major shareholders present at the General Meeting amounted to 52.19% of the total capital entitled to vote. The following five major shareholders were represented at the General Meeting:

Shareholder	No. of shares and voting rights	% of the total voting rights of the company
1. Clearstream Banking SA – fiduciarni račun	277,432	13.51%
2. Slovenski državni holding, d.d.	264,516	12.88%
3. Republika Slovenija	225,699	10.99%
4. Kapitalska družba d.d.	172,639	8.41%
5. Otp banka d.d. - client account - fiduci	131,510	6.40%
TOTAL	1,071,796	52.19%

In relation to the organised collection of authorisations, the Company incurred costs in the amount of EUR 19,148.81.

Ljubljana, 21 April 2022

Nada Drobne Popović President of the Management Board