AGM Information • Apr 14, 2025
AGM Information
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General Meeting of Shareholders of
PETROL, Slovenska energetska družba, d.d., Ljubljana
April 2025


Pursuant to its resolution of 2 April 2025, the Management Board of PETROL, Slovenska energetska družba, d.d., Ljubljana hereby invites shareholders to attend the
On Tuesday, 27 May 2025, at 12:00 (noon) in the conference hall of PETROL d.d., Ljubljana (hereinafter: "the Company"), on Dunajska cesta 48, 1000 Ljubljana.
1.
Attorney Uroš Pogačnik from Grosuplje-based Law Firm Čeferin, Pogačnik, Novak, Koščak in partnerji, o.p., d.o.o. is elected as Chairman of the General Meeting, and Gregor Mavsar and Barbara Jama Zivalič as officials responsible for counting the votes.
The General Meeting is informed that the notarial protocol will be drawn up by Bojan Podgorsek, Notary Public from Ljubljana.
The profit for appropriation as at 31 December 2024, amounting to EUR 86,587,116, will be distributed as follows:
a part of the profit for appropriation amounting to EUR 86,334,276 will be distributed as dividend payments to the shareholders: gross dividend of EUR 2.10 per share (own shares do not participate),
the remaining part of the profit for appropriation in the amount of EUR 252,840 resulting from own shares on the record date will be transferred to other profit reserves.
The Company will pay dividends on 1 August 2025 to the shareholders registered at KDD (Central Securities Clearing Corporation) as at 31 July 2025.
The General Meeting has taken note and hereby endorses the Report on Remuneration to the Management and Supervisory Bodies of Petrol d.d., Ljubljana in the 2024 financial year,


The General Meeting grants a discharge to the Management Board of the Company for the 2024 financial year.
The General Meeting grants a discharge to the Supervisory Board of the Company for the 2024 financial year.
3.1.
Item 03.01. of the Company's Articles of Association shall be amended by updating the codes of the standard classification of activities of the Company in accordance with the second paragraph of Article 9 of the Slovenian Decree on the Standard Classification of Activities (Official Gazette of the Republic of Slovenia, No. 27/24), to read as follows:
The activities of the Company according to the Standard Classification of Activities include:

















The Company is managed and represented by the Management Board, which has a minimum of three and a maximum of six members, one of whom is always the Worker Director. One member of the Management Board is the President of the Management Board and the rest are members of the Management Board, whereby the Worker Director cannot be the President of the Management Board. The exact number of the Management Board, their scope of work and


responsibilities, shall be determined by a decision of the Company's Supervisory Board upon the proposal of the President of the Management Board. shall be amended to read as follows:
The Company is managed and represented by the Management Board, which has a minimum of three and a maximum of six members, one of whom is always the Worker Director. One member of the Management Board is the President of the Management Board and the rest are members of the Management Board, whereby the Worker Director cannot be the President of the Management Board. The exact number of members of the Management Board, their scope of work and responsibilities, shall be determined by a decision of the Company's Supervisory Board upon the proposal of the President of the Management Board. If the proposal of the President of the Management Board is not confirmed by the Supervisory Board within 30 days from the date of the appointment of the President of the Management Board, the Supervisory Board may independently propose and appoint the other members of the Management Board, including their scope of work and responsibilities.
The Company is jointly represented by the President of the Management Board and a member of the Management Board (i.e. four eyes principle). In the event that the Management Board grants a power of procuration in accordance with the provision of Item 09.06, the holder of procuration may represent the Company only together with the President of the Management Board.
The Company is jointly represented by the President of the Management Board and a member of the Management Board or jointly by two members of the Management Board (i.e. four eyes principle). In the event that the Management Board grants a power of procuration in accordance with the provision of Item 09.06, the holder of procuration may represent the Company only together with the President of the Management Board.
Notwithstanding the provision of ttem 09.10, the Management Board of the Company requires the consent of the Supervisory Board for the conclusion of the following transactions:


Supervisory Board of the Company. For the avoidance of doubt, a series of several consecutive loans taken out by the Company from the same lender or granted by the Company to the same borrower shall be considered as a single loan, whereby affiliated companies in the sense of the provision of Article 527 of ZGD-1 shall also be considered the same lender;


Company, with the exception of transactions: (i) to the benefit of public and private operators for the purpose of servicing the Company's immovable property or (ii) to the benefit of the state or a municipality or of a public service operator; or (b) regarding other fixes assets or intangible assets of the Company: establishes a lien or otherwise encumbers other fixed assets or intangible assets of the Company;
The provision of Item 9.11 applies mutatis mutandis to transactions entered into by subsidiaries in the course of their operations and in respect of which the consent of the Company's Management Board must be obtained prior to the conclusion. If the Management Board of the Company is requested by the management of any subsidiary to give its consent to the conclusion of the transaction referred to in Items 9.11.01 to 9.11.07 (where the term Company is replaced mutatis mutandis by the term subsidiary), the Management Board must obtain the prior consent of the Company's Supervisory Board before granting such consent.
The provision of Item 9.11., except for Item 09.11.07., applies mutatis mutandis to transactions entered into by subsidiaries in the course of their operations and in respect of which the consent of the Company's Management Board must be obtained prior to the conclusion. If the Management Board of the Company is requested by the management of any subsidiary to give its consent to the conclusion of the transaction referred to in Items 9.11.01. to 9.11.08. (where the term Company is replaced mutatis mutandis by the term subsidiary), the Management Board must obtain the prior consent of the Company's Supervisory Board before granting such consent.
As remuneration for their work, the members of the Management Board may be entitled to participate in the Company's profit for appropriation, which may be paid out in the form of shares, in accordance with a proposal of the Supervisory Board and a relevant decision adopted by the General Meeting.
As remuneration for their work, the members of the Management Board and other employees may also receive the variable part of payment in the form of shares of the Company, in accordance with a proposal and resolution of the Supervisory Board.
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.


no longer applies and shall be deleted from the Articles of Association.
4.1.
Pricewaterhousecoopers d.o.o., Cesta v Kleče 15, 1000 Ljubljana is appointed as the auditor of the Company for the 2025, 2026 in 2027 financial years.
Resolution under point 1 is proposed by the Management Board, resolutions under points 2 and 3 are proposed by the Management Board and the Supervisory Board and resolution under point 4 is proposed by the Supervisory Board. Pursuant to Article 304 of the Slovenian Companies Act (ZGD-1), the 40th General Meeting of Shareholders of PETROL, Slovenska energetska družba, d.d., Ljubljana shall be attended by Bojan Podgoršek, Notary Public from Ljubljana.
As at the day of the notice to convene the General Meeting, the Company has 41,726,020 ordinary registered no-par value shares. In accordance with the law, each ordinary share entitles its holder to one vote at the General Meeting. On the notice to convene the General Meeting, the Company holds 614,460 own non-voting shares, 40,500 other non-voting shares, and 41,071,060 voting shares.
The shareholders whose total interests account for one-twentieth of the Company's share capital may, after the notice to convene the General Meeting has been published, make a written request to include an additional item on the agenda. The request shall be accompanied by a written proposed resolution which is to be decided by the General Meeting or, if a particular item on the agenda is not subject to the adoption of resolution by the General Meeting, a substantiation supporting such agenda item. Such request is to be sent to the Company not later than within seven days from the publishing of the notice convening the General Meeting.
Pursuant to the third paragraph of Article 298 of the Management Board will bublish those additional agenda items for which requests are sent to the Company not later than within seven days from the publishing of this notice to convene the General Meeting.
Shareholders may also send their requests for additional agenda items by e-mail to: [email protected]. Requests for additional agenda items that are submitted by e-mail must be attached as scans and must contain a personal signature of a natural person, or, in the case of legal entities, a personal signature of a representative and a stamp/seal, if used. The Company is entitled to verify the identity of the shareholder or the person who submits a request or proposal by e-mail, as well as the authenticity of their signatures.
Any additional item on the agenda may only be discussed at the General Meeting if published in the same manner as the notice to convene the General Meeting at least 14 days prior to the General


Meeting; otherwise, it will be discussed at the first General Meeting following this one. The Management Board shall arrange for a clean copy of the agenda to be published within the same time period and in the same manner.
Shareholders may provide written proposed resolutions and voting proposals for each agenda item. The Management Board shall publish the shareholders' proposals only if the shareholders send reasonably substantiated proposals to the Company within seven days from the publishing of the notice to convene the General Meeting and give notification that they will oppose the proposal made by the management or supervisory body at the General Meeting and that they will persuade other shareholders to vote for their proposal. A voting proposal does not need to be substantiated.
Shareholders may also send their resolution proposals and voting proposals by e-mail to the following address: [email protected]. Any resolution proposals or voting proposals sent by email shall be attached as scans and shall contain the personal signature of a natural person, or, in the case of a legal entity, the personal signature of a representative and a stamplseal, if used. The Company is entitled to verify the identity of the shareholder or a person who submits a request or proposal by e-mail, as well as the authenticity of their signatures.
The Management Board shall not publish a shareholder's proposal and its substantiation:
if the publication of such proposal would constitute a criminal offence or a misdemeanour;
if the proposal could lead to a General Meeting resolution that would be in conflict with the law or the Articles of Association;
if the substantiation of the proposal in essential points clearly incorrect or misleading information or insults;
if a shareholder's proposal with the same content has already been sent to the Company's General Meeting:
if during the last five years the same shareholder's proposal containing essentially the same substantiation has already been reported to at least two General Meetings of the Company and less than one-twentieth of the share capital represented at the General Meeting voted in favour of it;
if a shareholder announces their non-attendance and non-representation at the General Meeting; or
if during the past two years the proposal of the shareholder which was included in their notification was not made by them or on their behalf at the General Meeting.
The Management Board will not publish any substantiation of a proposal that contains more than 3000 characters. The Management Board shall be entitled to publish a summary of the proposals and their substantiations made by several shareholders on the same subject. The shareholders' proposals which have not been sent to the Company within seven days of the publication of the notice to convene the General Meeting but are put forward no later than during the General Meeting itself shall be discussed at the General Meeting.
At the General Meeting, the Management Board shall provide the shareholders with reliable information on the matters of the Company, if such information is important for the assessment of the agenda. The Management Board shall provide a single reply to the shareholders' questions that have the same content. The Management Board shall also give information on the Company's legal and business relationships with affiliated companies should this be needed for decisions regarding the agenda.
Notwithstanding the foregoing, the Management Board shall not be required to provide information in the following cases:


if the provision of information could, by reasonable economic judgement, cause damage to the Company or its affiliates;
if the information refers to accounting and assessment methods, provided that the indication of these methods in the annex is sufficient for an assessment of the actual situation of the Company in terms of property, financial standing and profitability;
if the provision of information would constitute a criminal offence, a minor offence or a breach of good business practices,
if the information is published on the Company's website in the form of questions and answers at least seven days prior to the General Meeting.
If a shareholder is given any information outside the General Meeting, the Management Board shall provide the same information to every other shareholder at their request, even if it is not required in order to consider an agenda item. If a shareholder does not receive information at the General Meeting, they can request that their question and the reason on the basis of which the provision of information was refused are included in the minutes of the meeting.
Only those shareholders who have registered for the General Meeting personally or through proxy, and whose application has been received by the Management Board at least by the end of the fourth day prior to the General Meeting, that is, by the end of 23 May 2025, and who are registered in the Central Book-Entry Securities Register as at the end of day on 20 May 2025 ("record day"), shall be entitled to participate in the General Meeting and exercise their voting rights. If an intermediary who is not the ultimate beneficial owner is recorded in the Central Register as a shareholder, the shareholders can exercise their voting right based on the proof referred to in the second paragraph of Article 235. c of the ZGD-1, showing who the ultimate beneficial owner is on the record day. The registration forms shall be sent by post to: Petrol d.d., Ljubljana, Uprava družbe - za skupščino, Dunaiska cesta 50. 1000 Liubliana. Registrations sent through electronic media will not be valid. Only the registration forms containing original signatures of the shareholders and/or representatives or proxies will be deemed to be valid. The Company will those registration forms which are received in the standard form via the Central Securities Clearing Corporation (KDD -Centralna klirinško depotna družba d.o.o.) and which are previously received by the Central Securities Clearing Corporation via the intermediary chain. The registration form is available on the Company's website and can be obtained free of charge at the Company's headquarters in Ljubliana, Dunaiska cesta 50 (information office) each workday from 10:00 to 13:00 from the date of publishing the notice convening the General Meeting to the actual day of the General Meeting.
Each shareholder who is entitled to attend the General Meeting may authorise a proxy to register for participation on their behalf and to attend the General Meeting and exercise the shareholder's voting rights. Such authorisation shall be qiven in writing and submitted to the Company where it shall be kept. The form for registration, participation, and exercise of voting rights by proxy is available on the Company's website and can also be obtained free of charge at the Company headquarters in Ljubljana, Dunajska cesta 50 (information office), each workday from 10:00 to 13:00 from the date of publishing the notice to convene the General Meeting to the actual day of the General Meeting. If the original of the registration form containing the signature of shareholder has been sent, it is enough to email the scanned authorisation form as an attachment to [email protected]; the scanned authorisation form must contain the personal signature of a natural person, or, in the case of a legal entity, a personal signature of representative and a stamp/seal, if used. The Company is entitled to verify the identity of a shareholder or a person who submits the authorisation by e-mail, as well as the authenticity of their signatures. Shareholders are entitled to revoke the authorisation in the same manner as they submitted it, at any time before the actual day of the General Meeting.


A proxy may exercise or entrust the exercising of a voting right for shares that they do not hold solely if they have been granted written proxy authorisation to do so. A proxy shall keep the authorisation so as to ensure that it can be verified. Authorisation may be given to an individual proxy and be revoked at any time. A proxy is entitled to authorise persons not employed by them to exercise the proxy authorisation only if this is explicitly permitted in the authorisation. If, based on authorisation a proxy exercises a voting right on behalf of a shareholder, the proxy authorisation document shall be submitted to the Company where it shall be kept. A proxy shall call upon the relevant shareholder to provide them with instructions for exercising the voting right and shall stress that their potential failure to provide instructions for exercising the voting right shall result in the voting right being exercised under such proxy's own proposals, which shall be notified to the shareholder, except if it can be presumed that the shareholder would approve of their different decision if they were aware of the actual situation. The same rules such as defined in this paragraph shall apply mutatis mutandis to fiduciary account holders in relation to shares that they do not hold, voting advisors and other persons exercising a voting right in the name of a shareholder on the basis of a proxy authorisation as their activity.
Upon request, shareholders and/or their representatives or proxies must present their personal identity document and written authorisation; a legal representative must also present an extract from the Register of Companies or Business Register.
The shareholders are kindly asked to register at the reception office one hour prior to the commencement of the meeting to confirm their attendance by affixing their signatures to the list of shareholders and collect the voting units.
The General Meeting will commence at 12:00 (noon). Should a quorum not be present at that time, the General Meeting will be adjourned and resumed at 14:00 on the same day and the same premises, regardless of the share capital represented.
PETROL, Slovenska energetska družba, d.d., Ljubljana
Sašo Berger President of the Management Board
Janez Žlak President of the Supervisory Board


1.
Attorney Uroš Pogačnik from Grosuplje-based Law Firm Čeferin, Pogačnik, Novak, Koščak in partnerji, o.p., d.o.o. is elected as 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 Podgorsek, Notary Public from Ljubljana.
There are no specific working papers for this point. The Management Board proposes that the working bodies of the General Meeting be elected, i.e. the Chairperson and two officials responsible for counting the votes. The election of the working bodies will ensure the lawful conduct of the General Meeting. In accordance with the ZGD-1, a notary must also be present at the General Meeting in order to draw up minutes of the General Meeting.
The resolution is adopted by a majority of the votes cast.
The resolution is proposed by the Management Board of the Company.


The profit for appropriation as at 31 December 2024, amounting to EUR 86,587,116, will be distributed as follows:
a part of the profit for appropriation amounting to EUR 86,334,276 will be distributed as dividend payments to the shareholders: gross dividend of EUR 2.10 per share (own shares do not participate),
the remaining part of the profit for appropriation in the amount of EUR 252,840 resulting from own shares on the record date will be transferred to other profit reserves.
The Company will pay dividends on 1 August 2025 to the shareholders registered at KDD (Central Securities Clearing Corporation) as at 31 July 2025.
The General Meeting has taken note and hereby endorses the Report on Remuneration to the Management and Supervisory Bodies of Petrol d.d., Ljubljana in the 2024 financial year.
The General Meeting grants a discharge to the Management Board of the Company for the 2024 financial year.
The General Meeting grants a discharge to the Supervisory Board of the Company for the 2024 financial year.
Pursuant to Article 293 of the ZGD-1, the General Meeting of Shareholders shall decide on the appropriation of distributable profit. Pursuant to Article 294 of the ZGD-1, the General Meeting shall at the same time as deciding on the appropriation of distributable profit, also decide on the granting of a discharge to the Management Board and the Supervisory Board members. According to the ZGD-1, the debate on the granting of a discharge shall be linked to the debate on the use of the profit for appropriation; the Management Board shall submit the Annual Report and the Report of the Supervisory Board on the Verification of the Annual Report to the General Meeting for the purpose of decision making.
Article 294.b of the ZGD-1 stipulates that the Company whose securities are traded on the regulated market shall also prepare a transparent and clear report on remuneration which includes a


comprehensive overview of remuneration, including all perks of any form which the Company provided or owed to individual members of the management and supervisory bodies in the last financial year. The Report on Remuneration was reviewed by the auditor who prepared a report on the review, which is attached to the Report on Remuneration. The General Meeting is entitled to vote by way of consultation on the Report on Remuneration for the last financial year. After being voted on at the General Meeting, the Report on Remuneration shall be immediately published on the Company's website where it shall be publicly available free of charge for at least ten years. After the ten years, the personal information of the Management Board and the Supervisory Board members indicated in the Report on Remuneration shall no longer be publicly available.
Taking into account the foregoing, the General Meeting will discuss and present the Annual Report for 2024 and the Supervisory Board's report on its endorsement of the Annual Report for 2024 in the scope of the same agenda item and prior to discussing and deciding on the use of the profit for appropriation and on the granting of discharge. The President of the Supervisory Board will read a special report to the General Meeting on the endeavours in the field of implementing the adopted Diversity Policy. The Management Board will also inform the General Meeting on the report on remuneration to the members of the management and supervisory bodies for their work in the Company in the 2024 financial year. As the abovementioned issues are related by content, they should all be discussed at the same time.
The proposed resolution regarding the use of the profit for appropriation and dividend payment is based on the achieved results, the Company's development plan, as well as on the Supervisory and Management Boards' assessment on the appropriateness of such use. Each year, the Company determines the dividend payment date in its Financial Calendar, which is in the first half of August; this year, the dividend payment day is 1 August 2025. The deadline for payment of dividends is longer than in the case of the majority of shareholder companies listed in the Ljubljana Stock Exchange (Prime Market), but notwithstanding this, the Company is among the first to pay out dividend because it is one of the first to hold its Annual General Meeting.
The proposed resolution regarding the granting of discharge proposes that the General Meeting of Shareholders confirms and approves the work of the Management Board and the Supervisory Board in the 2024 financial year. Pursuant to the recommendation of the Corporate Governance Code for Public Limited Companies, this proposal shall be voted on separately for the Management Board and the Supervisory Board.
From 1 January 2024 to 28 February 2024, the Company was managed by the Management Board in the following composition: Sašo Berger - President, Marko Ninčević - Member, Jože Smolič -Member, Metod Podkrižnik - Member, and Zoran Gračner - Management Board Member/Worker Director.
From 1 March 2024 to 31 December 2024, the Company was managed by the Management Board in the following composition: Sašo Berger - President, Marko Ninčević - Member, Jože Smolič -Member, Metod Podkrižnik - Member, Drago Kavšek - Member, and Zoran Gračner - Management Board Member/Worker Director.
In the 2024 financial year, the Supervisory Board had the following members: Janez Zlak (President)

Javno


Borut Vrviščar (Deputy President) Alenka Urnaut (Member) Mario Selecky (Member) Aleksander Zupančič (Member) Mladen Kaliterna (Member) Alen Mihelčič (Member) Robert Ravnikar (Member) Marko Šavli (Member)
The resolution is adopted by a majority of the votes cast. The resolution is proposed by the Company's Management and Supervisory Boards.


Pursuant to Article 294.b of the Companies Act (Official Gazette of the RS, No 65-09 with amendments and supplements; hereinafter: the ZGD-1), Petrol d.d., Ljubljana, Slovenska energetska družba, Dunajska cesta 50, Ljubljana (hereinafter: the Company) hereby provides the
Pursuant to Article 294.a of the ZGD-1, the shareholders of Petrol d.d., Ljubljana adopted at their 38th General Meeting the Remuneration Policy for Management and Supervisory Bodies of Petrol d.d., Ljubljana (hereinafter: "Remuneration Policy"), which is published on the website: politika-prejemkov-organovvodenja-in-nadzora cistopis.pdf. The Report on Remuneration to Management and Supervisory Bodies of Petrol d.d., Ljubljana in the 2024 Financial Year (hereinafter: "Remuneration Report") includes a comprehensive overview of remuneration, including all perks provided or owed by the Company to each management and supervisory body member in the 2024 financial year.
The supervisory body is defined in the applicable ZGD-1 and the Company's Articles of Association, as effective from time to time. Pursuant to the Company's Articles of Association, the supervisory body is the Supervisory Board, which is made up of 9 members. In 2024, the composition of the Supervisory Board did not change and was made up of: President Janez Žlak, Deputy President Borut Vrviščar, Members Alenka Urnaut, Mario Selecky, Mladen Kaliterna and Aleksander Zupančič, all of whom shareholder representatives, and Members Robert Ravnikar, Alen Mihelčič and Marko Šavli as employee representatives.
The Supervisory Board members are entitled to the payment for the performance of their function, meeting fees and the reimbursement of costs incurred in relation to their work on the Supervisory Board. Their remuneration is fixed; they are not entitled to the variable remuneration, that is, based on corporate performance. The accurate amounts of payments are determined by means of a General Meeting's resolution.
Resolution No 5.1., determining payments to the Supervisory Board Members was adopted at the 29th General Meeting of the Company held on 18 April 2019, and is available on the following link:
Based on that resolution, the Supervisory Board Members received remuneration until 21 April 2021.
Resolution No 5.1., determining remuneration for the Supervisory Board Members was adopted at the 330 General Meeting held on 22 April 2021, and is available on the following link:
Based on that resolution, the Supervisory Board Members have received remuneration from 22 April 2021 onwards.
The Supervisory Board Members do not receive any other type of remuneration.


The nominal amounts received by each member of the Supervisory Board in the 2024 financial year (and a comparison with the 2023 financial year) based on the abovementioned resolutions are presented in Table 1:
| Function | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Committees | ||||||||||||
| Name and surname | Supervlsory Board | Audit Committee | HRMBEC* | |||||||||
| Janez Zlak | President from 22 April 2021 | Member from 22 April 2021 | ||||||||||
| Borut Vrviščar | Deputy President from 22 April 2021, Member from 11 April 2021 to 21 April 2021 | President from 22 April 2021 | ||||||||||
| Aleksander Zupančič | Member from 11 April 2021 | Member from 22 April 2021 | ||||||||||
| Alenka Urnaut | Member od 11 April 2021 | President from 22 April 2021 | ||||||||||
| Mario Selecky | Member from 11 April 2021 | Member from 22 April 2021 | ||||||||||
| IMaden Kaliterna | Member; President from 11 April 2021 do 21 April 2021 | Member from 22 April 2021, President until 16 April 2021 | ||||||||||
| Alen Mihelčič | Member | Member | ||||||||||
| Robert Ravnikar | Member | Member from 22 April 2021 | Member until 10 April 2021 | |||||||||
| Marko Savi | Member | Member until 16 April 2021 | Member from 22 April 2021 | |||||||||
| Sebina Merhar | External member from 21 November 022 |
Human Resources and Management Board Evaluation Committee
| (1) Basic payment |
2 SB and Committee meeting attendance fees |
(4) | (5) Receipts from |
|||||
|---|---|---|---|---|---|---|---|---|
| Name and surname | SB | SB spec. tasks | Committees | SB | Committees | (3) Travel expenses* |
Sum total (1+2+3) |
any Group |
| Janez Zlak | 22,500 | 11,250 | 3,750 | 3,685 | 1.540 | 1,132 | company 0 |
|
| Borut Vrviščar | 43,857 | |||||||
| 16,500 | 8,250 | 5.625 | 3.410 | 1,540 | 0 | 35,325 | 0 | |
| Aleksander Zupančič | 15,000 | 7,500 | 3.750 | 3.685 | 1.881 | 1,299 | 33,115 | 0 |
| Alenka Umaut | 15,000 | 7,500 | 5.625 | 3.685 | 1.881 | 0 | 33,691 | 0 |
| Mario Selecky | 15,000 | 7,500 | 3,750 | 3,410 | 1,540 | 0 | 31,200 | 0 |
| Maden Kaliterna | 15.000 | 7.500 | 3.750 | 3.685 | 1.881 | 0 | 31,816 | 0 |
| Alen Mihelčič | 15,000 | 7,500 | 3.750 | 3,685 | 1.540 | 0 | 31,475 | 0 |
| Robert Ravnikar | 15,000 | 7,500 | 3,750 | 3,685 | 1,881 | 0 | 31.816 | o |
| Marko Savli | 15.000 | 7,500 | 3,750 | 3,685 | 1,540 | 0 | 31,475 | Ol |
| Sabina Merhar | 4,500 | 1,606 | 0 | 6,106 | 0 | |||
| Total | 144,000 | 72.000 | 42,000 | 32,615 | 16,830 | 2,430 | 309,876 | 0 |
Remuneration to members of the Supervisory Board and Committees in the 2023 financial year
| (1) Basic payment |
(2) SB and Committee meeting attendance fees |
(3) | (5) Receipts from any Group |
|||||
|---|---|---|---|---|---|---|---|---|
| Name and surname | SB | SB spec tasks | Committees | SB | Committees | Travel expenses* | (1+2+3) | company |
| Janez Zak | 22,500 | 11,250 | 3,750 | 5,995 | 880 | 1,056 | 45.431 | |
| Borut Vrviščar | 16,500 | 8,250 | 5.625 | 5.720 | 880 | 36,975 | ||
| Aleksander Zupančič | 15,000 | 7,500 | 3,750 | 5,995 | 2.860 | 3.377 | 38,482 | |
| Alenka Urnaut | 15,000 | 7,500 | 5,625 | 5,720 | 2,860 | O | 36,705 | |
| Mario Selecky | 15,000 | 7,500 | 3,750 | 5,170 | 880 | 0 | 32,300 | |
| Maden Kaliterna | 15,000 | 7,500 | 3.750 | 5,995 | 2,860 | 0 | 35,105 | |
| Alen Mihelčič | 15,000 | 7,500 | 3,750 | 5,995 | 880 | 0 | 33.125 | |
| Robert Ravnikar | 15.000 | 7,500 | 3,750 | 5.995 | 2.860 | 0 | 35,105 | |
| Marko Savi | 15,000 | 7,500 | 3,750 | ર, તેમ્ર્ક | 880 | 0 | 33,125 | 0 |
| Sabina Merhar | 4,500 | 2,200 | 0 | 6,700 | 0 | |||
| Trotal | 144,000 | 72.000 | 42,000 | 52,580 | 18.040 | 4.433 | 333,053 | 0 |
* Trael experses are not remuneration by they are reinbursenent for the costs incurred in performing the finction, which Superison your the
Pursuant to the Company's Articles of Association, the Company's management body is the Management Board. As at 31 December 2024, the Management Board was comprised of Sašo Berger - President, Marko Ninčević, Drago Kavšek, Jože Smolič, Metod Podkrižnik – Members, and Zoran Gračner – Member/Worker Director. Drago Kavšek started his term of office as a Member of the Management Board of the Company on 1 March 2024.
In 2024, remuneration of the Management Board consisted of the fixed part and other perks. The variable part of remuneration was exceptionally not paid to the Management Board in 2024. Perks were calculated based on payments in cash or in kind in accordance with the effective regulations.


The Management Board's remuneration structure ensures proper balance between the fixed and the variable parts of remuneration.
The nominal amounts received in the 2024 financial year (and comparison with 2023) are presented in Table 2 for each member of the Management Board.
The fixed remuneration was paid to Management Board members for the performance of their tasks, their efforts and for having assumed responsibility. It was set so as to ensure financial stability, reimburse the invested effort and correspond to their professional background and loyalty and did not depend on the business results or other unforeseeable factors. The basic guideline in determining this part of remuneration was the complexity and responsibility level of tasks.
The fixed remuneration is the base salary of Management Board members, which is determined in the gross amount in the Employment Contract.
Length-of-service allowances and bonuses for work during less favourable worktime are already included in the base salary amount.
Remuneration to the Management Board Member - Worker Director was paid in accordance with the Worker Director's Employment Contract and the Petrol Worker Participation Agreement between the Company and the Company's Workers' Council.
In 2024, the Management Board received the fixed part of remuneration in amounts as presented in Table 2.
The variable remuneration is determined based on the Petrol Group's performance and the performance of the Management Board as a whole. The variable remuneration for the Management Board based on the performance of the Petrol Group in 2023 and remuneration for the Management Board for the results achieved in 2023 has not yet been discussed by the Supervisory Board of the Company, hence it was not paid in 2024.
The variable remuneration was comprised of:
The aim of quantitative criteria was to motivate the Management Board members to ir performance in achieving the Company's business results. These criteria were intended to promote the shortterm and long-term performance of the Management Board members and the Company and are important for the implementation of the Company's and the Petrol Group's strategy. Quantitative criteria are used to measure performance based on the plan for an individual business period.

The quantitative criteria that applied to determining performance-related remuneration for the Management Board in the 2023 financial year were:
The qualitative criteria used to determine remuneration for the Management Board's performance for the 2023 financial year were the following:
In 2024, the variable remuneration was not paid out, as indicated above.
Data about the relative shares of fixed remuneration to the Management Board members for the 2024 financial year (and the 2023 financial year) are presented in Table 2.
The data about the relative shares of fixed remuneration to the Management Board members for the 2024 financial year (and the 2023 financial year) are presented in Table 2.


In 2024, former President of the Management Board Nada Drobne Popović was paid severance based on an agreement. The other members of the Management Board did not receive severance pay in 2024.
Under the conditions determined with the Employment Contract, the Management Board members are entitled to perks in the form of premium for life, accident, disability insurance, voluntary supplementary pension insurance, Company or third-party liability insurance, mobile phone, and vehicle for business and private use.
The data about remuneration referring to the above-mentioned perks are presented in Table 2.
| Remuneration to members of the Management Board in the 2024 financial year | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (1) | (2) Variable remuneration |
(છે) | (7) Maluses |
(0) Share of variable remuneration from financial and non- |
(10) Share of fixed |
(11) Ratio to everage errployee salary (multiple) |
(12) Receipts |
||||||
| Fixed | based on | of persed on | (3) | Special | (return of | (8) 1000 |
mançla | and variable | from any | ||||
| Name and surname, function | reminerati only |
quantitable criteria |
qualitative criteria |
Severance poy |
(4) Perks | cash Procement |
(છ) Clawback |
remuneration | payment 1+2+3+4+5-8-7) |
critoria (xx) yy%) |
remuneration | Group COLLEN |
|
| Sašo Berger, President | 300,000 | 25, 149 | 13 ශිල්පි | 0 | 339, 134 | %1% | (xxxx / yyk) 100% / 00% |
Company 8.48 |
|||||
| Marko Ninčević, Member | 255,000 | 0 | 0 | 22,134 | 15,380 | 0 | 0 | 202,514 | %1% | 100% / 00% | 7.30 | ||
| Jože Smolič, Member | 255,073 | O | 0 | O | 28,889 | 12,552 | 0 | 0 | 296,514 | %1% | 100% / 00% | 7.40 | 37.125 |
| Motod Podkrižnik, Member | 233,750 | 0 | 0 | 32,552 | 12,501 | 0 | 0 | 278,803 | %/% | 100% / 00% | 6.95 | ||
| Drago Kavšek, Member | 101,250 | 0 | 0 | 27,085 | 5,110 | 0 | O | 223.425 | %/% | 100% / 00% | 5.57 | O | |
| Nada Drobne Popović, President until 22 Nov 2023 | 29 348 | 0 | 0 | 150,000 | 7.491 | O | 186,839 | % / % | 100% / 00% | 4.65 | |||
| Matija Bitenc, Member until 7 December 2023 | 24,948 | 0 | 0 | 5.274 | 432 | 30,652 | 81% | 100% / 00% | 0.76 | ||||
| Zoran Gracher_Worker Director | 167 166 | 6.018 | 32 113 | 204,297 | 5/14 | 100% / 00% | 5.10 | ||||||
| Total | 456 533 | 150,000 | 153,572 | 92 076 | 852-178 | 37.125 |
| Remuneration to members of the Management Board In the 2023 financial year | |
|---|---|
| ---------------------------------------------------------------------------- | -- |
| (1) | (2) Vertable remuneration |
(5) | (7) Maluano |
1 Share of variable remineration from financial and nort- |
(10) Share of fixed |
Ratio to average erreployee salary (multiple) |
(12) Receipts |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and surnami. function | Fixed remunerati on |
passed on quantitative criteria |
based on qualitative criteria |
(3) Severance pay |
(4) Perks | Special cash recolpts ** |
(ອ) Clawosck |
(retum of restrumeration |
(3) Total payment (1+2+3+4+5-8-1) |
financial criteria (xxx) yy%) |
and variable remuneration (xx > / yy // ) |
COITDIN | from any Group oompan |
| Sašo Berger President | 54.654 | દક | 1.308 | 56,016 | 100% / 00% | 1.49 | |||||||
| Marko Ninčević, Member | 64.186 | 77 | 1.516 | C | 65,779 | 100% / 00% | 1.74 | ||||||
| Jaže Smalič, Member | 228.423 | 87.663 | 70,118 | 29,913 | 11,380 | C | 0 | 427.497 | 50% / 44% | 50% / 41% | 11.34 | 34.031 | |
| Nada Drobne Popović, President | 269.021 | 103.133 | 82.492 | 37,500 | 9,500 | C | O | 501,736 | 58% / 44% | 50% / 41% | 13.30 | ||
| Jože Bajuk, Member | 145,248 | 145,606 | 117,335 | 16.153 | 10.339 | 0 | 435.771 | 50% / 44% | 35% / 65% | 11.55 | 25,432 | ||
| Matija Bitenc, Member | 228,518 | 87.083 | 70.118 | 30 995 | 10.388 | 427,682 | 56% / 44% | 50% / 41% | 11.34 | 43,200 | |||
| Zoran Gračner Worker Director | 138,682 | 28.463 | 22.767 | 5,585 | 4.706 | 198,203 | 50% / 44% | 73% / 27% | 5.26 | ||||
| " Exed remuneration: bese salary | 126 732 | 453 618 | 362 830 | 120,279 | 49 225 | 2 112 684 | 102 663 |
The data for the last five financial years about the annual change of remuneration, performance of the Company and average remuneration for Company employees (excluding the Management Board Members) who were employed full-time in this period are presented in Table 3 a).


| Annual change | 2019 | 2020 | 2020 vs. 2021 vs. 2022 vs. 2023 vs. 2024 vs. 2021 |
201222 | 20223 | 2024 (absolute amount for the current reporting year) |
|---|---|---|---|---|---|---|
| Remuneration to the Management Board | ||||||
| Sašo Berger | 6.1 | 339.134 | ||||
| Marko Ninčević | 4.4 | 292,514 | ||||
| Jože Smolič | 3.8 | 1.7 | 1.1 | 0.7 | 296,514 | |
| Podkrižnik Metod | 278,803 | |||||
| Kavšek Drago | 223,425 | |||||
| Nada Drobne Popović | 5.6 | 1.8 | 1.3 | 1.0 | 0.4 | 186,839 |
| Matija Bitenc | 2.0 | 1.4 | 1.0 | 0.1 | 30,652 | |
| Zoran Gračner | 17.8 | 1.4 | 1.1 | 1.0 | 204,297 | |
| Operations of the Group (in thousand EUR) | ||||||
| EBITDA | 0.8 | 1.4 | 0.4 | 2.8 | 1.2 | 314,200 |
| Net profit | 0.7 | 1.7 | 0.0 | 139.5 | 1.1 | 145,915 |
| Operating costst/gross profit | 1.2 | 0.9 | 1.5 | 0.7 | 0.9 | 75.6 |
| Net debt/EBITDA | 1.1 | 1.1 | 2.6 | 0.3 | 0.8 | 1.4 |
| Average remuneration to othe Company and Group employees | ||||||
| Company employees | 1.0 | 1.0 | 1.0 | 1.2 | 1.2 | 40,094 |
| Group employees | 1.0 | 1.1 | 1.2 | 1.1 | 1.2 | 25,749 |
| Annual change | 2019 | 2020 | 2020 vs. 2021 vs. 2022 vs. 2023 vs. 2024 vs. 2021 |
2092 | 2023 | 2024 (absolute amount for the current reporting year) |
|---|---|---|---|---|---|---|
| Remuneration to the Supervisory Board | ||||||
| Janez Zlak | 1.5 | 1.4 | 1.0 | 43.857 | ||
| Borut Vruščar | 1.4 | 1.0 | 35,325 | |||
| Aleksander Zupančič | 1.5 | 1.5 | 0.9 | 33,115 | ||
| Alenka Urnaut | 1.5 | 1.4 | 0.9 | 33.691 | ||
| Mario Selecky | 1.5 | 1.4 | 1.0 | 31,200 | ||
| Mladen Kaliterna | 1.0 | 1.3 | 0.8 | 1.4 | 0.9 | 31,816 |
| Alen Mihelčič | 1.1 | 1.2 | 0.8 | 1.4 | 1.0 | 31,475 |
| Robert Ravnikar | 1.1 | 1.3 | 0.9 | 1.4 | 0.9 | 31,816 |
| Marko Šavli | 21.7 | 1.0 | 1.4 | 1.0 | 31,475 | |
| Sabina Merhar | 5.1 | 0.9 | 6,106 |
The Management Board Members received remuneration in the amounts as presented in Table 2.
The members of the Supervisory and Management Boards did not receive any shares or share options from the Company.


In accordance with the Remuneration Policy, the Company demands return of the already paid variable remuneration or a pro rata part thereof if annual report nullity is established with a final effect and if the reasons for nullity refer to items or facts based on which the variable remuneration was determined.
The return of the already paid variable remuneration may be claimed within three years from the payment date of remuneration, or a part thereof. This option was not used in 2024.
11.1. There were no financial perks or payments and services approved or provided by a third party to any _member of the Management Board in relation to their activity in the 2024 financial year.
11.2. Other than the already disclosed severance pay for the former President of the Management Board, no financial perks or payments and services for the early termination of the term of office were approved for any Member of the Management Board in the 2024 financial year.
11.3. In the 2024 financial year, there were no financial perks or payments and services approved to the other members of the Management Board for the event of ordinary termination of office, at a cash value and amount that had were spent or set aside by the Company in the 2024 financial year.
11.4. There was no other financial perk or payment and service that would be approved and provided in the last financial year to any former member of the Management Board whose term of office ended in 2024.
Sašo Berger President of the Management Board
Metod Podkrižnik Member of the Management Board
Marko Ninčević
Member of the Management Board
Jože Smolič Member of the Management Board
Drago Kavšek
Zoran Gračner Member of the Management Board
Petrol d.d., Ljubljana, Dunajska cesta 50, 1000 Ljubljana, Slovenia Ljubljana, 2 April 2025


To the General Shareholders' Meeting, the Supervisory Board and the Management of Petrol d.d.
We have been engaged by the Management Board of Petrol d.d. (the "Company") on the basis of an agreement to conduct a limited assurance engagement for the verification of completeness and compliance with applicable requirements of the attached Report on Remuneration by the members of the management and supervisory bodies of the Company Petrol d.d., Ljubljana for the 2024 financial year (the "Remuneration Report").
The Remuneration Report was prepared by the Company's Management and the Supervisory Board to comply with the requirements of Art. 294.b of the Companies Act (Official Gazette of the RS, no. 42/06 dated 19 April 2006 with amendments) (hereinafter "ZGD-1"). The applicable requirements regarding the Remuneration Report are contained in the ZGD-1. The requirements are also contained in the intemal act »Politika prejemkov organov vodenja in nadzora v družbi Petrol d.d., Ljubljana.«
The requirements referred to in the preceding paragraph determine the basis for preparation of the Remuneration Report (hereinafter the "Basis for Preparation") and, in our view, constitute appropriate criteria to form the limited assurance conclusion.
According to the requirements of Art. 294.b, paragraph 6 of the ZGD-1, the Remuneration Report is subject to review by an auditor to check whether the Remuneration Report contains the information required under Art. 294.b paragraphs 2 and 3 of the ZGD-1. This report fulfils these requirements.
The Company's Management and the Supervisory Board are responsible for the preparation and completeness of the Remuneration Report and its compliance with the Basis for Preparation. The Company's Management and the Supervisory Board are responsible for the selection and application of the appropriate methods for preparation of financial data and non-financial information as well as for the design, implementation and maintenance of systems and processes of internal control and accounting records that are necessary to enable preparation of a Remuneration Report that is free of material misstatements due to fraud or error and complies with the applicable requirements.
PricewaterhouseCoopers d.o.o. Cesta v Kleče 15, Sl-1000 Ljubljana, Slovenia T: +386 (1)5836 000, F:+386 (1) 5836 099, www.pwc.com/si Matriculation No .: 5717159. VAT No .: SI35498161 The corpany is amesal into the company register at Liping in the nest no. 1215680 per resolulor sognitud is EUR 3402 and in the list of explor and is EUR 34,000 and in the with valid licenses is available at the company's registered office.
This version of our report is a translation from the original. All possible care has been taken to ensure that the translation is an acturate representation of the original. However, in all natters of information, views or opinions, the onginal language version of our report lates precedence over this translation

Our responsibility is to assess the compliance with the applicable requirements of the information contained in the attached Remuneration Report and to express, based on the evidence obtained, an independent limited assurance conclusion based on the limited assurance engagement performed.
We have conducted our engagement in accordance with the International Standard on Assurance Engagements 3000 (Revised) - "Assurance Engagements Other than an Audit or Review of Historical Financial Information". This standard requires that we comply with ethical requirements, plan and perform procedures to obtain limited assurance whether the Remuneration Report is prepared, in all material aspects, in accordance with the applicable requirements.
A limited assurance engagement is substantially less in scope than a reasonable assurance engagement in relation to both the risk assessment procedures, including an understanding of internal control, and the procedures performed in response to the assessed risks.
We apply the International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality, and professional behaviour.
Our planned and performed procedures were aimed at obtaining limited assurance whether the Remuneration Report was prepared, in all material aspects, in accordance with the applicable requirements, is complete and free from material misstatements and omissions. Our procedures included, in particular:
This vestion of the original, which was pepared in Sovenia. Al possible cale has ben ben bene the the the the the the the capot lakes presence over the translation.

The Remuneration Report was not subject to audit as defined in International Standards on Auditing. In the course of performing the assurance procedures, we have not conducted an audit or review of the historical financial information used in the process of preparation of the Remuneration Report and we therefore do not accept any responsibility for the issuance or update of any reports or opinions on historical financial information of the Company.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our limited assurance conclusion.
In our opinion, based on the limited assurance procedures performed and the evidence obtained, nothing has come to our attention that causes us to believe that the Remuneration Report is not complete and does not comply, in all material aspects, with the applicable requirements contained in the Basis for Preparation.
This report has been prepared by the company PricewaterhouseCoopers d.o.o. for the General Shareholders' Meeting, the Supervisory Board and the Management of the Company and is intended solely to fulfil the purpose described in the section of the subject matter and applicable criteria. It should not be used for any other purpose.
In connection with this report, the company PricewaterhouseCoopers d.o.o. does not accept any liability resulting from contractual and non-contractual relationships (including for negligence) with entities other than the Company in the context of this report. The above does not relieve us of liability where such release is excluded by law.
The Management of the Company is responsible for publishing the Remuneration Report on the Company's website and for providing access to it free of charge for at least 10 years from the date of the General Meeting at which the resolution evaluating the Remuneration Report was adopted, and for the reliability of information on the Company's website. The scope of our work does not include an assessment of these matters. Accordingly, we are not responsible for any changes that may have been made to the information which is the subject of our assessment or for differences, if any, between the information covered by our report and the information provided on the Company's website.
For and on behalf of PricewaterhouseCoopers d.o.o.
Primož Kovačič Director, Certified Auditor Dušan Hartman Certified Auditor
Ljubljana, Slovenia, 9 April 2025
Translation note:
This version of our report is a translation in the spepared in Sovenian one ben them bensat the the tense that be tacklate
representation of the original. However, in at mat translation

3.1.
Item 03.01. of the Company's Articles of Association shall be amended by updating the codes of the standard classification of activities of the Company in accordance with the second paragraph of Article 9 of the Slovenian Decree on the Standard Classification of Activities (Official Gazette of the Republic of Slovenia, No. 27/24), to read as follows:
The activities of the Company according to the Standard Classification of Activities include:
















The Company is managed and represented by the Management Board, which has a minimum of three and a maximum of six members, one of whom is always the Worker Director. One member of the Management Board is the President of the Management Board and the rest are members of the Management Board, whereby the Worker Director cannot be the President of the Management Board. The exact number of members of the Management Board, their scope of work and responsibilities, shall be determined by a decision of the Company's Supervisory Board upon the proposal of the President of the Management Board.
The Company is managed and represented by the Management Board, which has a minimum of three and a maximum of six members, one of whom is always the Worker Director. One member of


the Management Board is the President of the Management Board and the rest are members of the
Management Board, whereby the Worker Director cannot be the President of the Management Board. The exact number of members of the Management Board, their scope of work and responsibilities, shall be determined by a decision of the Company's Supervisory Board upon the proposal of the President of the Management Board. If the proposal of the President of the Management Board is not confirmed by the Supervisory Board within 30 days from the date of the appointment of the President of the Management Board, the Supervisory Board may independently propose and appoint the other members of the Management Board, including their scope of work and responsibilities.
The Company is jointly represented by the President of the Management Board and a member of the Management Board (i.e. four eyes principle). In the event that the Management Board grants a power of procuration in accordance with the provision of Item 09.06, the holder of procuration may represent the Company only together with the President of the Management Board.
The Company is jointly represented by the President of the Management Board and a member of the Management Board or jointly by two members of the Management Board (i.e. four eyes principle). In the event that the Management Board grants a power of procuration in accordance with the provision of Item 09.06, the holder of procuration may represent the Company only together with the President of the Management Board.
Notwithstanding the provision of Item 09.10, the Management Board of the Company requires the consent of the Supervisory Board for the conclusion of the following transactions:


5,000,000.00 (five million 00/100). For the avoidance of doubt, a set of several interconnected transactions shall also be considered as a single transaction, in particular insofar as they represent a single investment or are part of a single investment programme;
Notwithstanding the provision of Item 09.10, the Management Board of the Company requires the consent of the Supervisory Board for the conclusion of the following transactions:


09.11.08. other transactions, if so decided by the Supervisory Board of the Company by decision.
The provision of Item 9.11 applies mutandis to transactions entered into by subsidiaries in the course of their operations and in respect of which the consent of the Company's Management Board must be obtained prior to the conclusion. If the Management Board of the Company is requested by the management of any subsidiary to give its consent to the conclusion of the transaction referred to in Items 9.11.07 (where the term Company is replaced mutatis mutandis by the term subsidiary), the Management Board must obtain the prior consent of the Company's Supervisory Board before granting such consent.
The provision of Item 9.11., except for Item 09.11.07., applies mutatis mutandis to transactions entered into by subsidiaries in the course of their operations and in respect of which the consent of the Company's Management Board must be obtained prior to the conclusion. If the Management Board of the Company is requested by the management of any subsidiary to give its consent to the conclusion of the transaction referred to in Items 9.11.01. to 9.11.08. (where the term Company is replaced mutandis by the term subsidiary), the Management Board must obtain the prior consent of the Company's Supervisory Board before granting such consent.
As remuneration for their work, the members of the Management Board may be entitled to participate in the Company's profit for appropriation, which may be paid out in the form of shares, in accordance with a proposal of the Supervisory Board and a relevant decision adopted by the General Meeting.
As remuneration for their work, the members of the Management Board and other employees may also receive the variable part of payment in the form of shares of the Company, in accordance with a proposal and resolution of the Supervisory Board.
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.


The proposed amendments of the Company's Articles of Association are partly a result of the changes in the legislation and partly a result of the deficiencies and possible improvements of the current Articles of Association as determined by the Management and Supervisory Boards. The currently valid Company's Articles of Association in the content as confirmed by the notarial certificate of notary public Bojan Podgoršek, ref. no. SV 991/22 of 19 August 2022, are attached to the working papers. In this part of the working papers, the Management and Supervisory Boards further provide additional substantiations of why they have proposed certain amendments. If the resolutions under this item are adopted, the Management Board shall be authorised to adopt a clean copy of the text.
Amendment of Item 03.01. of the Company's Articles of Association is necessary in order to harmonise it with the provision of the second paragraph of Article 9 of the Decree on the Standard Classification of Activities (Official Gazette of the Republic of Slovenia, No. 27/24).
Amendment of Item 09.01. of the Company's Articles of Association is necessary to avoid any risks in managing the Company that might arise due to the insufficient clarity of the Articles of Association and due to a potential disagreement between the President of the Management Board and the Supervisory Board regarding the appointment of the other members of the Management Board.
Amendment of Item 09.10. of the Company's Articles of Association is necessary to avoid any procedural problems in closing transactions in the case of unforeseen absence of the President of the Management Board who is the signatory of all documents, in accordance with the currently valid Articles of Association. In addition, the Management Board members have different work responsibilities, hence it is more reasonable in substantive terms that each transaction is signed by those two Management Board members who are more involved in the topic of such transaction. The proposed amendment maintains the four-eyes principle.
Amendment of Item 09.11. of the Company's Articles of Association is necessary in order to allow for more up-to-date implementation of processes without exposing the Company's operations to increased risks.
The proposed amendment of the current Item 09.11.03. would allow the Management Board to independently establish and terminate business units, which is occasionally necessary due to the need to react quickly in the dynamic of negotiations and the nature of the process of concluding the contracts which represent the basis for opening or closing service stations (lease, acquisition, partnership), and to avoid slowing down the process due to the need for quick reactions and related potential occurrence of business damage. At the end of each quarter of year, the Management Board reports on newly opened or closed service stations to the Supervisory Board.
The proposed amendment of the current Item 09.11.06. would allow the Management Board to independently establish (quasi or real) easements, while the consent of the Supervisory Board would


still be required for the other types of immovable property encumbrances (mortgage or building right). The proposed amendment is a result of faster operations and is proportional to the risks that may arise if an easement on immovable property is established without the Supervisory Board's consent.
Amendment of Item 09.12. of the Company's Articles of Association is necessary to eliminate deficiencies of the Articles of Association, since on the basis of the current Item 09.11.07. in conjunction with Item 09.12., the Supervisory Board's consent is also required for the appointment of procuration holders of subsidiaries, while such consent is not needed for directors of subsidiaries. The proposed amendment eliminates the obligation of the Supervisory Board's consent for appointing procuration holders of subsidiaries.
Amendment of Item 09.14. is proposed with the aim of ensuring long-term targeted motivation for Management Board members and other employees with shares; this is aimed to ensure long-term business performance of the Company and increase the capital of Company owners. Despite the proposed amendment of the Articles of Association, such type of remuneration will only become effective once the Remuneration Policy is updated and endorsed by the General Meeting at one of its future meetings.
The proposed deletion of Item 18.03. of the Company's Articles of Association is necessary because the relevant provision was entered in the Company's Articles of Association at the time prior to the planned PETG share split in a ratio of 1:20 in the book-entry securities register and because of the need for harmonising it with ttem 04.01. of the Company's Articles of Association. Given that the PETG share split has already been implemented and provision 04.01. harmonised, this provision is no longer necessary.
The resolution requires a three-quarter majority of the share capital represented to be adopted.
The resolutions under item 3 are proposed by the Company's Management and Supervisory Boards.

Pursuant to the Act on the Ownership Transformation of PETROL, podjetje za notranjo trgovino ter finančno poslovanje, r.o., Ljubljana, Dunajska c. 50 (fifty), on 27 June 1996 (the twentyseventh of June, nineteen ninety-six) the General Meeting of the company adopted the Articles of Association of the joint-stock company PETROL, Slovenska nafina družba, d.d., Ljubljana. Amendments to the Articles of Association were adopted at the 1st (first) General Meeting held on 4 April 1997 (the fourth of April, ninety-seven), the 2nd (second) General Meeting held on 21 November 1997 (the twenty-first of November, ninety-seven), the 9th (ninth) General Meeting held on 27 May 2003 (the twenty-seventh of May, two thousand and three), the 14th (fourteenth) General Meeting held on 14 March 2006 (the fourteenth of March, two thousand and six), the 15th (fifteenth) General Meeting held on 10 May 2006 (the tenth of May, two thousand and six), the 16th (sixteenth) General Meeting held on 16 May 2007 (the sixteenth of May, two thousand and seven), the 18th (eighteenth) General Meeting held on 7 April 2009 (the seventh of April, two thousand and nine), the 20th (twentieth) General Meeting held on 6 May 2010 (the sixth of May, two thousand and ten), the 21st (twenty-first) General Meeting held on 19 May 2011 (the nineteenth of May, two thousand and eleven), the 27th (twenty-seventh) General Meeting held on 10 April 2017 (the tenth of April, two thousand and seventeen), the 29th (twenty-ninth) General Meeting held on 18 April 2019 (the eighteenth of April, two thousand and nineteen), the 32nd (thirty-second) General Meeting held on 28 December 2020 (the twenty-eighth of December, two thousand and twenty), and the 34th (thirty-fourth) General Meeting held on 21 April 2022 (the twenty-first of April, two thousand and twenty-two), so that the Company's Articles of Association now read as follows:
01.01. PETROL, Slovenska energetska družba, d.d., Ljubljana, Dunajska c. 50 (fifty), Ljubljana is entered in the register of companies/business register under the company identification number 5025796000 (hereinafter referred to as: the Company).
02.01. The name of the Company is PETROL, Slovenska energetska družba, d.d., Ljubljana.
02.02. The abbreviated name of the Company is PETROL d.d., Ljubljana.
02.03. The Company's symbol and logo are integral parts of its name.
02.04. The Company's seals shall bear the Company's full or abbreviated name in addition to its symbol.
02.05. In its international operations, the Company may use, together with its Slovenian name, the English translation of the name which shall read "PETROL, Slovenian Energy Company, d.d., Ljubljana".
02.06. The registered office of the Company is in Ljubljana and its principal place of business is at Dunajska cesta 50 (fifty). Any changes in the Company's principal place of business shall be decided on by the Management Board.
03.01. The activities of the Company according to the Standard Classification of Activities include:
01.620 Support activities for animal production
02.400 Support services to forestry
06.100 Extraction of crude petroleum
06.200 Extraction of natural gas
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.
09.100 Support activities for petroleum and natural gas extraction
09.900 Support activities for other mining and quarrying
10.110 Processing and preserving of meat
10.120 Processing and preserving of poultry meat
10.130 Production of meat and poultry meat products
10.200 Processing and preserving of fish, crustaceans and molluscs
10.310 Processing and preserving of potatoes
10.320 Manufacture of fruit and vegetable juice
10.390 Other processing and preserving of fruit and vegetables
10.520 Manufacture of ice cream
10.710 Manufacture of bread; manufacture of fresh pastry goods and cakes
10.720 Manufacture of rusks and biscuits; manufacture of preserved pastry goods and cakes
10.730 Manufacture of macaroni, noodles, couscous and similar farinaceous products
10.820 Manufacture of cocoa, chocolate and sugar confectionery
10.830 Processing of tea and coffee
10.850 Manufacture of prepared meals and dishes
10.860 Manufacture of homogenised food preparations and dietetic food
10.890 Manufacture of other food products
11.010 Distilling, rectifying and blending of spirits
11.020 Manufacture of wine from grape
11.030 Manufacture of cider and other fruit wines
11.040 Manufacture of other non-distilled fermented beverages
11.050 Manufacture of beer
11.070 Manufacture of soft drinks; production of mineral waters and other bottled waters
13.300 Finishing of textiles
17.230 Manufacture of paper stationery
18.120 Other printing
18.200 Reproduction of recorded media
19.100 Manufacture of coke oven products
19.200 Manufacture of refined petroleum products
20.110 Manufacture of industrial gases
20.120 Manufacture of dyes and pigments
20.140 Manufacture of other organic basic chemicals
20.150 Manufacture of fertilisers and nitrogen compounds
20.160 Manufacture of plastics in primary forms
20.410 Manufacture of soap and detergents, cleaning and polishing preparations
20.420 Manufacture of perfumes and toilet preparations
20.590 Manufacture of other chemical products
22.110 Manufacture of rubber tyres and tubes; retreading and rebuilding of rubber tyres
22.220 Manufacture of plastic packing goods
22.290 Manufacture of other plastic products
23.440 Manufacture of other technical ceramic products
24.330 Cold forming or folding
25.110 Manufacture of metal structures and parts of structures
25.290 Manufacture of other tanks, reservoirs and containers of metal
25.620 Machining
25.731 Manufacture of hand tools
25.732 Manufacture of other tools
25.910 Manufacture of steel drums and similar containers
25.990 Manufacture of other fabricated metal products
26.110 Manufacture of electronic components
26.200 Manufacture of computers and peripheral equipment
26.300 Manufacture of communication equipment
26.510 Manufacture of instruments and appliances for measuring, testing and navigation
26.520 Manufacture of watches and clocks
26.700 Manufacture of optical instruments and photographic equipment
27.110 Manufacture of electric motors, generators and transformers
27.120 Manufacture of electricity distribution and control apparatus
27.330 Manufacture of wiring devices
27.400 Manufacture of electric lighting equipment
27.900 Manufacture of other electrical equipment
28.110 Manufacture of engines and turbines, except aircraft, vehicle and cycle engines
28.120 Manufacture of fluid power equipment
28.130 Manufacture of other pumps and compressors
28.140 Manufacture of other taps and valves
28.290 Manufacture of other general-purpose machinery
28.490 Manufacture of other machine tools
28.940 Manufacture of machinery for textile, apparel and leather production
28.960 Manufacture of plastics and rubber machinery
28.990 Manufacture of other special-purpose machinery
29.100 Manufacture of motor vehicles
29.200 Manufacture of bodies (coachwork) for motor vehicles; manufacture of trailers and semi-trailers
29.310 Manufacture of electrical and electronic equipment for motor vehicles
29.320 Manufacture of other parts and accessories for motor vehicles
30.200 Manufacture of railway locomotives and rolling stock
30.910 Manufacture of motorcycles
32.500 Manufacture of medical and dental instruments and supplies
32.990 Other manufacturing
33.110 Repair of fabricated metal products
33.120 Repair of machinery
33.130 Repair of electronic and optical equipment
33.140 Repair of electrical equipment
33.190 Repair of other equipment
33.200 Installation of industrial machinery and equipment
35.111 Production of electricity in HE generation facilities
35.112 Production of electricity in thermal power stations
35.119 Other production of electricity
35.120 Transmission of electricity
35.130 Distribution of electricity
35.140 Trade of electricity
35.210 Manufacture of gas
35.220 Distribution of gaseous fuels through mains
35.230 Trade of gas through mains
35.300 Steam and air conditioning supply
36.000 Water collection, treatment and supply
37.000 Sewerage
38.110 Collection of non-hazardous waste
38.120 Collection of hazardous waste
38.210 Treatment and disposal of non-hazardous waste
38.220 Treatment and disposal of hazardous waste
38.310 Dismantling of wrecks
38.320 Recovery of sorted materials
39.000 Remediation activities and other waste management services
41.100 Development of building projects
41.200 Construction of residential and non-residential buildings
42.110 Construction of roads and motorways
42.120 Construction of railways and underground railways
42.130 Construction of bridges and tunnels
42.210 Construction of utility projects for fluids
42.220 Construction of utility projects for electricity and telecommunications
42.910 Construction of water projects
42.990 Construction of other civil engineering projects
43.110 Demolition
43.120 Site preparation
43.130 Test drilling and boring
43.210 Electrical installation
43.220 Plumbing, heat and air-conditioning installation
43.290 Other construction installation
43.310 Plastering
43.320 Joinery installation
43.330 Floor and wall covering
43.341 Glazing
43.342 Painting
43.390 Other building completion and finishing
43.910 Roofing activities
43.990 Other specialised construction activities
45.110 Sale of cars and light motor vehicles
45.190 Sale of other motor vehicles
45.200 Maintenance and repair of motor vehicles
45.310 Wholesale trade of motor vehicle parts and accessories
45.320 Retail trade of motor vehicle parts and accessories
45.400 Sale, maintenance and repair of motorcycles and related parts and accessories
46.110 Agents involved in the sale of agricultural raw materials, live animals, textile raw materials and semi-finished goods
46.120 Agents involved in the sale of fuels, ores, metals and industrial chemicals
46.130 Agents involved in the sale of timber and building materials
46.140 Agents involved in the sale of machinery, industrial equipment, ships and aircraft
46.150 Agents involved in the sale of furniture, household goods, hardware and ironmongery
46.160 Agents involved in the sale of textiles, clothing, fur, footwear and leather goods
46.170 Agents involved in the sale of food, beverages and tobacco
46.180 Agents specialised in the sale of other particular products
46.190 Agents involved in the sale of a variety of goods
46.210 Wholesale of grain, unmanufactured tobacco, seeds and animal feeds
46.220 Wholesale of flowers and plants
46.230 Wholesale of live animals
46.240 Wholesale of hides, skins and leather
46.310 Wholesale of fruit and vegetables
46.320 Wholesale of meat and meat products
46.330 Wholesale of dairy products, eggs and edible oils and fats
46.340 Wholesale of beverages
46.350 Wholesale of tobacco products
46.360 Wholesale of sugar and chocolate and sugar confectionery
46.370 Wholesale of coffee, tea, cocoa and spices
46.380 Wholesale of other food, including fish, crustaceans and molluscs
46.390 Non-specialised wholesale of food, beverages and tobacco
46.410 Wholesale of textiles
46.420 Wholesale of clothing and footwear
46.430 Wholesale of electrical household appliances
46.440 Wholesale of china and glassware and cleaning materials
46.450 Wholesale of perfume and cosmetics
46.460 Wholesale of pharmaceutical goods
46.470 Wholesale of furniture, carpets and lighting equipment
46.480 Wholesale of watches and jewellery
46.490 Wholesale of other household goods
46.510 Wholesale of computers, computer peripheral equipment and software
46.520 Wholesale of electronic and telecommunications equipment and parts
46.610 Wholesale of agricultural machinery, equipment and supplies
46.620 Wholesale of machine tools
46.630 Wholesale of mining, construction and civil engineering machinery
46.640 Wholesale of machinery for the textile industry and of sewing and knitting machines
46.650 Wholesale of office furniture
46.660 Wholesale of other office machinery and equipment
46.690 Wholesale of other machinery and equipment
46.710 Wholesale of solid, liquid and gaseous fuels and related products
46.720 Wholesale of metals and metal ores
46.730 Wholesale of wood, construction materials and sanitary equipment
46.740 Wholesale of hardware, plumbing and heating equipment and supplies
46.750 Wholesale of chemical products
46.760 Wholesale of other intermediate products
46.770 Wholesale of waste and scrap
46.900 Non-specialised wholesale trade
47.110 Retail sale in non-specialised stores with food, beverages or tobacco predominating
47.190 Other retail sale in non-specialised stores
47.210 Retail sale of fruit and vegetables in specialised stores
47.220 Retail sale of meat and meat products in specialised stores
47.230 Retail sale of fish, crustaceans and molluscs in specialised stores
47.240 Retail sale of bread, cakes, flour confectionery and sugar confectionery in specialised stores
47.250 Retail sale of beverages in specialised stores
47.260 Retail sale of tobacco products in specialised stores
47.290 Other retail sale of food in specialised stores
47.301 Retail sale of own automotive fuel in specialized stores
47.302 Agents involved in retail sale of automotive fuel in specialized stores
47.410 Retail sale of computers, peripheral units and software in specialised stores
47.420 Retail sale of telecommunications equipment in specialised stores
47.430 Retail sale of audio and video equipment in specialised stores
47.510 Retail sale of textiles in specialised stores
47.520 Retail sale of hardware, paints and glass in specialised stores
47.530 Retail sale of carpets, rugs, wall and floor coverings in specialised stores
47.540 Retail sale of electrical household appliances in specialised stores
47.590 Retail sale of furniture, lighting equipment and other household articles in specialised stores
47.610 Retail sale of books in specialised stores
47.621 Retail sale of newspapers in specialized stores
47.622 Retail sale of stationery in specialized stores
47.630 Retail sale of music and video recordings in specialised stores
47.640 Retail sale of sporting equipment in specialised stores
47.650 Retail sale of games and toys in specialised stores
47.710 Retail sale of clothing in specialised stores
47.720 Retail sale of footwear and leather goods in specialised stores
47.730 Dispensing chemist in specialised stores
47.740 Retail sale of medical and orthopaedic goods in specialised stores
47.750 Retail sale of cosmetic and toilet articles in specialised stores
47.761 Retail sale in florists shops
47.762 Retail sale of gardening material, pet animals and pet food in specialized stores
47.770 Retail sale of watches and jewellery in specialised stores
47.781 Activities of opticians
47.782 Retail sale services of commercial art galleries
47.789 Other retail sale of new goods in specialized stores
47.790 Retail sale of second-hand goods in stores
47.810 Retail sale via stalls and markets of food, beverages and tobacco products
47.820 Retail sale via stalls and markets of textiles, clothing and footwear
47.890 Retail sale via stalls and markets of other goods
47.910 Retail sale via mail order houses or via Internet
47.990 Other retail sale not in stores, stalls or markets
49.200 Freight rail transport
49.310 Urban and suburban passenger land transport
49.320 Taxi operation
49.391 Interurban and other road passenger transport
49.410 Freight transport by road
49.420 Removal services
49.500 Transport via pipeline
50.200 Sea and coastal freight water transport
50.400 Inland freight water transport
52.100 Warehousing and storage
52.210 Service activities incidental to land transportation
52.220 Service activities incidental to water transportation
52.230 Service activities incidental to air transportation
52.240 Cargo handling
52.290 Other transportation support activities
53.100 Postal activities under universal service obligation
53.200 Other postal and courier activities
55.100 Hotels and similar accommodation
55.201 Children and other holiday homes
55.202 Tourist farm houses with lodging
55.203 Letting of private tourist rooms
55.204 Mountain refuges and youth hostels
55.209 Other short-stay accommodation
55.300 Camping grounds, recreational vehicle parks and trailer parks
56.101 Restaurants and inns
56.102 Snack bars and similar
56.103 Sweetshops and coffee-houses
56.104 Provisory food-serving stands
56.105 Tourist farmhouses without lodging
56.210 Event catering activities
56.290 Other food service activities
56.300 Beverage serving activities
58.110 Book publishing
58.120 Publishing of directories and mailing lists
58.130 Publishing of newspapers
58.140 Publishing of journals and periodicals
58.190 Other publishing activities
58.210 Publishing of computer games
58.290 Other software publishing
59.110 Motion picture, video and television programme production activities
59.120 Motion picture, video and television programme post-production activities
59.130 Motion picture, video and television programme distribution activities
59.140 Motion picture projection activities
59.200 Sound recording and music publishing activities
60.100 Radio broadcasting
60.200 Television programming and broadcasting activities
61.100 Wired telecommunications activities
61.200 Wireless telecommunications activities
61.300 Satellite telecommunications activities
61.900 Other telecommunications activities
62.010 Computer programming activities
62.020 Computer consultancy activities
62.030 Computer facilities management activities
62.090 Other information technology and computer service activities
63.110 Data processing, hosting and related activities
63.120 Web portals
63.990 Other information service activities
64.190 Other monetary intermediation
64.200 Activities of holding companies
64.300 Trusts, funds and similar financial entities
64.910 Financial leasing
64.920 Other credit granting
64.990 Other financial service activities, except insurance and pension funding
65.110 Life insurance
65.120 Non-life insurance
65.200 Reinsurance
65.300 Pension funding
66.110 Administration of financial markets
66.120 Security and commodity contracts brokerage
66.190 Other activities auxiliary to financial services, except insurance and pension funding
66.210 Risk and damage evaluation
66.220 Activities of insurance agents and brokers
66.290 Other activities auxiliary to insurance and pension funding
66.300 Fund management activities
68.100 Buying and selling of own real estate
68.200 Renting and operating of own or leased real estate
68.310 Real estate agencies
68.320 Management of real estate on a fee or contract basis
69.103 Other legal activities
69.200 Accounting, bookkeeping and auditing activities; tax consultancy
70.100 Activities of head offices
70.210 Public relations and communication activities
70.220 Business and other management consultancy activities
71.111 Architectural planning
71.112 Landscape architecture, urban and other planning
71.129 Other engineering activities and related technical consultancy
71.200 Technical testing and analysis
72.110 Research and experimental development on biotechnology
72.190 Other research and experimental development on natural sciences and
engineering
72.200 Research and experimental development on social sciences and humanities
73.110 Advertising agencies
73.120 Media representation
73.200 Market research and public opinion polling
74.100 Specialised design activities
74.200 Photographic activities
74.300 Translation and interpretation activities
74.900 Other professional, scientific and technical activities
77.110 Renting and leasing of cars and light motor vehicles
77.120 Renting and leasing of trucks
77.210 Renting and leasing of recreational and sports goods
77.220 Renting of video tapes and disks
77.290 Renting and leasing of other personal and household goods
77.310 Renting and leasing of agricultural machinery and equipment
77.320 Renting and leasing of construction and civil engineering machinery and equipment
77.330 Renting and leasing of office machinery and equipment (including computers)
77.340 Renting and leasing of water transport equipment
77.350 Renting and leasing of air transport equipment
77.390 Renting and leasing of other machinery, equipment and tangible goods
77.400 Leasing of intellectual property and similar products, except copyrighted works
78.100 Activities of employment placement agencies
78.200 Temporary employment agency activities
78.300 Other human resources provision
79.110 Travel agency activities
79.120 Tour operator activities
79.900 Other reservation service and related activities
80.100 Private security activities
80.200 Security systems service activities
80.300 Investigation activities
81.100 Combined facilities support activities
81.210 General cleaning of buildings
81.220 Other building and industrial cleaning activities
81.290 Other cleaning activities
82.110 Combined office administrative service activities
82.190 Photocopying, document preparation and other specialised office support activities
82.200 Activities of call centres
82.300 Organisation of conventions and trade shows
82.910 Activities of collection agencies and credit bureaus
82.920 Packaging activities
82.990 Other business support service activities
84.250 Fire service activities
85.510 Sports and recreation education
85.520 Cultural education
85.590 Other education
85.600 Educational support activities
87.300 Residential care activities for the elderly and disabled
88.109 Other social work activities without accommodation for the elderly and disabled
88.910 Child day-care activities
88.991 Activity of humanitarian and charity organisations
88.999 Other social work activities without accommodation
90.010 Performing arts
90.020 Support activities to performing arts
90.030 Artistic creation
90.040 Operation of arts facilities
91.011 Library activities
91.012 Archives activities
91.020 Museums activities
92.001 Activities of casinos
92.002 Other gambling and betting activities
93.110 Operation of sports facilities
93.120 Activities of sport clubs
93.130 Fitness facilities
93.190 Other sports activities
93.210 Activities of amusement parks and theme parks
93.291Operation of marinas
93.292 Operation of ski hills
93.299 Other amusement and recreation activities
95.110 Repair of computers and peripheral equipment
95.120 Repair of communication equipment
95.210 Repair of consumer electronics
95.220 Repair of household appliances and home and garden equipment
95.230 Repair of footwear and leather goods 95.250 Repair of watches, clocks and jewellery 95.290 Repair of other personal and household goods 96.010 Washing and (dry-) cleaning of textile and fur products 96.021 Hairdressing 96.022 Other beauty treatment 96.040 Physical well-being activities 96.090 Other personal service activities
03.02. In addition to the activities specified under paragraph 03.01., the Company may also engage in other activities necessary for its existence and the performance of its principal activities.
03.03. In the event of its failure to fulfil the conditions for the performance of all its registered activities, the Company shall engage solely in those activities for which it fulfils the required conditions, and shall begin to perform the remaining activities after it has fulfilled the conditions for the performance thereof.
04.01. 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.
04.02. Ordinary shares are shares which entitle their holders to:
04.02.01. participate in the management of the Company,
04.02.02. a share in the profit (dividend),
04.02.03. a proportional share of the assets remaining after the Company's liquidation or bankruptcy.
04.03. All the shares form a single share class within the meaning of Article 177 of the Companies Act (ZGD-1) and are issued in dematerialised form.
04.04. All the shares have been paid up in full.
04.05. In relation to the Company, a shareholder is a person registered as a shareholder in the central register of book-entry securities kept by the clearing and depository house.
05.01. The shares are transferred by transfer between the holders' accounts in the central register of book-entry securities kept by the clearing and depository house.
05.02. Shares shall be freely transferable unless otherwise provided by law or these Articles of Association.
05.03. Any acquisition of the Company's registered shares by means of which an individual shareholder would attain or exceed, directly or jointly with controlled (affiliated) companies, together with the shares held by the same shareholder prior to the acquisition, a 25% (twenty-five percent) holding in the Company's share capital (controlling stake) shall be subject to the prior approval of the Government of the Republic of Slovenia in accordance with the provisions of the Energy Act.
05.04. The provision of the previous paragraph of these Articles of Association shall apply for as long as the Company is engaged as a commercial public service in power supply activities according to the provisions of the Energy Act.
06.01. The Company may acquire its own shares provided that: (a) the full issue amount has been paid for these shares and (b) that reserves are formed for the purpose of acquiring own shares without reducing the share capital or legal or statutory reserves, in accordance with the law.
06.02. The Company may acquire its own shares only for the purposes set out in the provision of Article 247 of the Companies Act (ZGD-1) and for remuneration of the Management Board and the Supervisory Board.
07.01. Any increase in the share capital by means of a new issue of shares, and the types and classes of shares, shall be decided by the General Meeting with a 3/4 (three-quarters) majority vote of share capital represented in the voting. The existing shareholders shall have the pre-emptive right of subscription to new shares in proportion to their holdings in the share capital of the Company. The pre-emptive right may be excluded only on the basis of a decision of the General Meeting adopted with a 3/4 (threequarters) majority vote of the share capital represented in the voting.
07.02. Unless otherwise provided by law, within the time limit specified in the relevant decision on the increase of share capital adopted by the General Meeting, the Management Board of the Company shall announce the issue of new shares in a daily newspaper and invite the existing shareholders to subscribe and pay for the new shares in proportion to their existing shareholdings. The existing shareholders must subscribe the newly issued shares not later than 30 (thirty) days after the announcement of share issue in a daily newspaper, unless otherwise provided in the relevant decision on the issue of shares or by law.
07.03. Shareholders shall exercise their pre-emptive right by sending a written statement to that effect to the Management Board of the Company within the time limit specified in the decision on share issue. If the existing shareholders do not exercise their pre-emptive rights within the specified time limit and do not subscribe the issued shares, the Management Board shall be free to call on third parties to subscribe and pay for the shares.
07.04. The share issue procedure and the conditions for share subscription and payment are laid down by law or a relevant decision on the issue of new shares adopted by the General Meeting.
07.05. The increase in share capital shall take effect on the date of its entry in the court register.
07.06. The General Meeting may decide with an ordinary majority that the share capital of the Company shall be increased by reassigning other capital items of the Company to the share capital in accordance with the law.
07.07. The decision on the increase in share capital referred to in the previous paragraph shall be based on the audited last annual balance sheet.
07.08. In the above-mentioned case the existing shareholders shall be entitled to new shares in proportion to their holdings in the Company's share capital.
07.09. In the case of the increase in share capital from the Company's reserves, the value of the reserves must not fall below the legally determined minimum level.
08.01. The Company may decrease its share capital if so required by law or by decision of the General Meeting adopted with a 3/4 (three-quarters) majority of share capital represented in the voting. The decision shall state the reasons for and the purpose of the decrease, as well as the manner in which the share capital is to be decreased.
09.01. The Company is managed and represented by the Management Board, which has a minimum of three and a maximum of six members, one of whom is always the Worker Director. One member of the Management Board is the President of the Management Board and the rest are members of the Management Board, whereby the Worker Director cannot be the President of the Management Board. The exact number of members of the Management Board, their scope of work and responsibilities, shall be determined by a decision of the Company's Supervisory Board upon the proposal of the President of the Management Board.
09.02. The Management Board may validly decide if a majority of its members are present at the meeting. The Management Board shall take a decision on an individual issue by a majority of the votes cast by members. Each member of the Management Board shall have one vote. In the event of a tied vote, the President of the Management Board shall have the casting vote.
09.03 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.
09.04. The Supervisory Board shall appoint and recall the President of the Management Board and other members of the Management Board. The Supervisory Board shall appoint other members of the Management Board, with the exception of the Worker Director, on a proposal from the President of the Management Board. 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.
09.05. The members of the Management Board shall be elected for a term of office of 5 (five) years and may be re-elected.
09.06. The Management Board may grant power of procuration.
09.07. The Supervisory Board may recall the members of the Management Board prior to the expiration of their term for the reasons set out in the provision of the 21d paragraph of Article 268 of the Companies Act (ZGD-1).
09.08. In the event of early termination of the contract of employment, a member of the Management Board is entitled to receive severance pay in accordance with the law and/or general meeting resolution. the amount of which is defined in the relevant contract. A member of the Management Board is not entitled to severance pay if the contract has been prematurely terminated by reasons of the member's serious breach of obligations or his incapability of business conduct, or if the General Meeting passes a vote of no-confidence (except where the vote of no-confidence has been passed for clearly unsubstantial reasons), or if the member has terminated the contract himself.
09.09. The Management Board shall adopt rules of procedure to regulate its work.
09.10. The Company is jointly represented by the President of the Management Board and a member of the Management Board (i.e. four eyes principle). In the event that the Management Board grants a power of procuration in accordance with the provision of Item 09.06, the holder of procuration may represent the Company only together with the President of the Management Board.
09.11. Notwithstanding the provision of Item 09.10 (zero nine ten), the Management Board of the Company requires the consent of the Supervisory Board for the conclusion of the following transactions: 09.11.01. transactions on the basis of which the Company acquires or disposes of its own shares; 09.11.02. transactions in the amount of over EUR 1,000,000.00, on the basis of which the Company acquires or disposes of shareholdings or shares of companies, whereby, in order to avoid doubt, transactions related to the acquisition of shareholdings or shares also include transactions related to the Company's participation in the recapitalisation process of another company;
transactions on the basis of which the Company establishes or terminates (i.e. 09 11 03 liquidates) any company and/or business unit;
09.11.04. 2,000,000.00, except for such transactions concluded between the Company and its subsidiaries and borrowing operations of the Company in amounts as included in the Company's borrowing plan, which is approved by the Supervisory Board of the Company. For the avoidance of doubt, a series of several consecutive loans taken out by the Company from the same lender or granted by the Company to the same borrower shall be considered as a single loan, whereby affiliated companies in the sense of the provision of Article 527 of ZGD-1 shall also be considered the same lender.
09.11.05. Individual transactions of purchases or sales of long-term intangible, tangible fixed assets and investment property of the Company, for the amount exceeding EUR 5.000.000.00. For the avoidance of doubt, a set of several interconnected transactions shall also be considered as a single transaction, in particular insofar as they represent a single investment or are part of a single investment programme;
09.11.06. transactions on the basis of which the Company (a) establishes a mortgage, building right or any other encumbrance on immovable property owned by the Company, with the exception of transactions establishing (quasi or true) real easements (i) to the benefit of public and private operators for the purpose of servicing the Company's immovable property or (ii) to the benefit of the state or a municipality or of a public service operator; or (b) establishes a lien or otherwise encumbers other fixed assets or intangible assets of the Company;
09.11.07. granting a power of procuration;
other transactions, if so decided by the Supervisory Board of the Company by decision. 09.11.08.
09.12. The provision of Item 9.11 applies mutatis mutandis to transactions entered into by subsidiaries in the course of their operations and in respect of which the consent of the Company's Management
Board must be obtained prior to the conclusion. If the Management Board of the Company is requested by the management of any subsidiary to give its conclusion of the transaction referred to in Items 9.11.01 to 9.11.07 (where the term Company is replaced mutatis mutandis by the term subsidiary), the Management Board must obtain the prior consent of the Company's Supervisory Board before granting such consent.
09.13. The mutual rights, obligations and responsibilities between the members of the Management Board and the Company shall be set out in detail in an agreement concluded on behalf of the Company by the President of the Supervisory Board.
09.14. As remuneration for their work, the members of the Management Board may be entitled to participate in the Company's profit for appropriation, which may be paid out in the form of shares, in accordance with a proposal of the Supervisory Board and a relevant decision adopted by the General Meeting.
09.15. Besides reporting on the Company's transactions, for which the Management Board requires the consent of the Supervisory Board, the Management Board shall regularly, timely and comprehensively inform the Supervisory Board on all other important matters relating to the Company's operations, compliance with its strategies and risk management and on all measures taken in this regard. When submitting data to the Supervisory Board, the Management Board shall observe high standards of confidentiality and information security.
10.01. The Supervisory Board shall comprise 9 (nine) members of the Supervisory Board of the Company shall have the same rights and obligations unless otherwise provided in these Articles of Association.
10.02. Three members of the Supervisory Board under the previous paragraph of these Articles of Association shall be representatives of the employees of the Company elected by the Workers' Council. Other members of the Supervisory Board (6) shall be appointed by the General Meeting of Shareholders by a simple majority of votes of the shareholders present.
10.03. The members of the Supervisory Board shall be elected for a term of 4 (four) years and may be re-elected.
10.04. The Supervisory Board shall elect from among its members a President and a Deputy President. The President is always a representative of the shareholders.
10.05. The President convenes and chairs the meetings of the Supervisory Board and is authorised to declare the will of the Supervisory Board and to publish its decisions.
10.06 The President of the Supervisory Board represents (a) the Company in relation to the Management Board; and (b) the Supervisory Board vis-à-vis the Company's Management Board and third parties, unless otherwise specified in each specific case.
10.07. Meetings of the Supervisory Board shall be convened by the President at his/her discretion, or on the initiative of any member of the Supervisory Board or on the initiative of the Management Board.
10.08. The Supervisory Board shall adopt decisions at its meetings. The Supervisory Board may adopt decisions in writing, by telephone, telegraph or similar technical equipment, provided none of its members oppose such manner of decision-making.
10.09. The Supervisory Board has a quorum if at least 2/3 (two-thirds) of the members of the Supervisory Board are present at the meeting.
10.10. The Supervisory Board shall adopt decisions with a majority of votes cast by the members present at a meeting. In the event of a tied vote, the President of the Supervisory Board shall have the casting vote.
10.11. A decision on the early recall of members of the Supervisory Board representing shareholders shall be adopted with a 3/4 (three-quarters) majority of votes present at a General Meeting, while the conditions for the recall of members of the Supervisory Board representing the employees shall be determined by the Workers' Council in a general act.
If the term of a member of the Supervisory Board is terminated for any reason whatsoever, elections for his/her replacement shall be held at the next General Meeting, and the term of the newly elected member of the Supervisory Board shall end on the date when the term of the member being replaced would have ended.
A member of the Supervisory Board may resign from the position as a member of the Supervisory Board with a notice period starting from the day the Company's Management Board receives their written resignation and lasting until the appointment of a new (alternate) Supervisory Board member. Exceptionally, a member of the Supervisory Board may resign without notice, in the case of objectively justified reasons (e.g. prolonged illness or absence, potential conflict of interest) specified in the resignation.
10.12. In return for their work, the members of the Supervisory Board shall be entitled to receive 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.
10.13. The Supervisory Board shall regulate in detail the manner and conditions of its work in its rules of procedure.
11.01. Shareholders shall exercise their rights relating to the Company at General Meetings.
11.02. During voting at General Meetings each share shall confer an entitlement to one vote.
11.03. General Meetings shall be convened when this is in the interest of the Company or when so required by law or these Articles of Association.
11.04. A General Meeting shall be convened by the Management Board of the Company on its own initiative, at the request of the Supervisory Board, or at the written request of the company's shareholders whose total interest accounts for one-twentieth of the company's share capital. The request of a shareholder demanding the convening of the General Meeting shall be accompanied by a written proposal of the agenda, a resolution proposal regarding each item on the agenda on which the General Meeting is to decide, or, if for a particular item on the agenda the General Meeting does not adopt a resolution, an explanation regarding this item.
11.05. The notice convening the General Meeting with the content required by the regulations shall be published at least 30 days before the day of the General Meeting on: (a) the AJPES website or a journal published in the entire territory of the Republic of Slovenia; (b) the Company's website; and (c) in the manner required by any legislation for companies such as the Company, taking into account the possibility of rapid access to this information on a non-discriminatory basis.
11.06. Notwithstanding the provision of Clause 11.04 of these Articles of Association, a General Meeting with contents as required by law may also be convened by means of registered mail sent to all shareholders whose names and addresses are found in the valid Register of Shareholders. In such a case, the day of sending the mail shall be deemed to be the announcement of the General Meeting.
11.07. 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 seventh day prior to the General Meeting, shall be entitled to participate in the General Meeting and exercise their voting rights.
11.08. The Management Board shall, not later than on the 14th day prior to the General Meeting, notify in writing (by registered mail with acknowledgement of receipt) financial organisations of shareholders, other persons specified by law and those shareholders whose interest in the total share capital of the Company accounts for at least a 5% (five percent), of the convening of a General Meeting, amendments to the agenda, shareholders' proposals, together with explanations and other relevant information. If the Company has published the above-mentioned information on its website, it is sufficient to state in its written notification the website address on which this information is accessible.
11.09. As a rule, General Meetings shall be held in the place where the Company's registered office is located. The Management Board may, with the consent of the Supervisory Board, determine in the notice convening the General Meeting that shareholders may attend the General Meeting and vote at the General Meeting by electronic means without physical presence (electronic General Meeting). Members of management or supervisory bodies may participate in the General Meeting by transmitting an image and tone in an electronic General Meeting in accordance with the fourth paragraph of Article 297 of ZGD-1 and in other cases determined by the General Meeting Rules of Procedure.
The following rules must be observed when conducting an electronic General Meeting:
The Management Board of the Company is authorised to determine more detailed rules of procedure for participation and voting at the electronic General Meeting and other aspects of conducting the electronic General Meeting and to publish them on the Company's website and/or in the notice convening the General Meeting of shareholders.
11.10. A General Meeting shall adopt valid decisions if more than 15% (fifteen percent) of the votes are present at the meeting (first convening).
11.11. If a quorum is not achieved upon the first convening of the General Meeting, a new meeting shall be convened, as a rule on the same day, two hours later and with the same agenda. Decisions adopted at the newly convened meeting shall be valid irrespective of the amount of share capital represented, which is to be explicitly stated in the notice (second convening).
11.12. The General Meeting shall adopt decisions with a majority of votes cast, unless otherwise provided by law or these Articles of Association.
11.13. The General Meeting shall adopt decisions with a 3/4 (three-quarters) majority of share capital represented, primarily on the following matters:
11.13.01. amendments to the Articles of Association,
11.13.02. decrease in share capital (including conditional increase),
11.13.03. approved increase in share capital,
11.13.04. changes in status and the dissolution of the Company,
11.13.05. the exclusion of pre-emptive rights of shareholders in a new share issue,
11.13.06. the recall of members of the Supervisory Board prior to the expiry of their term,
11.13.07. other cases determined by law or these Articles of Association.
11.14. At the General Meeting, shareholders may also exercise their rights deriving from shares by a proxy. The authorisation shall be submitted in writing to the company and shall be stored by it.
11.15. Notwithstanding the provision of Clause 11.14., shareholders may also authorise a proxy to represent them at the General Meeting by means of electronic media. The authorisation form is available on the company's website. It may be sent by electronic mail to the address defined in each notice to convene a General Meeting, in a scanned form as attachment, and shall contain a personal signature of a natural person, or, in the case of a legal entity, a personal signature of a representative and a stamp/seal if used by such a legal entity. The company is entitled to verify the identity of a shareholder or a person who submits the authorisation by e-mail, as well as the authenticity of their signatures.
11.16. In the same manner and form as defined in Clause 11.15. herein, shareholders may submit to the company a request for an additional item on the agenda and resolution proposals to particular items on the agenda, including electoral proposals. The company is entitled to verify the identity of a shareholder or a person who submits a request or proposal by e-mail, as well as the authenticity of their signatures.
11.17. The General Meeting shall regulate its work in more detail in its rules of procedure.
12.01. The Company shall have a Workers' Council through which the Company's employees participate in the management of the Company in accordance with the law. The form of participation in the management of the Company shall be regulated in an agreement adopted by the Management Board of the Company and the Workers' Council.
13.01. The members of the Management Board, members of the Supervisory Board and holders of procuration of the Company may not participate as partners, members of the management or supervisory boards or holders of procuration in corporations or partnerships which are:
13.02. The Company's Supervisory Board may determine more detailed conditions under which these persons are allowed to participate in a competing company.
14.01. The financial year shall be the calendar year.
14.02. Within the prescribed deadline, the Management Board shall prepare and present to the Supervisory Board the annual report together with the auditor's report for the previous year.
14.03. The Management Board shall submit to the Supervisory Board, together with the annual report, a proposal for the use of profit for appropriation.
14.04. The Management Board is also authorised to pay out dividends during the year (interim dividends) on the basis of the anticipated profit for the current year. The payment of interim dividends shall be subject to the prior approval of the Supervisory Board. Interim dividends may not exceed half the value of the anticipated profit after the creation of reserves, nor half the profit earned in the previous year.
15.01. The Company shall publish information or notices intended for the Company or its shareholders on the Ljubljana Stock Exchange information system "SEOnet".
15.02. The Company shall send notices in writing (by registered post with a receipt confirmation slip) to those shareholders with at least a 5% stake in the total share capital of the Company.
16.01. The Management Board of the Company shall specify in a general act the information deemed to represent confidential information, the persons obliged to protect confidential information, the manner of storing confidential information, and the persons authorised to disclose confidential information to third parties.
17.01. The Company is established for an indefinite period.
17.02. The Company shall be terminated for reasons and according to the procedure specified by law.
18.01. The general acts regulating the rights, obligations and responsibilities of employees, as well as individual areas of activity, operation and performance of the Company's business functions shall be adopted by the Management Board of the Company.
18.02. The Supervisory Board of the Company shall be authorised to adopt the amendments to the Articles of Association relating merely to the alignment of the Articles of Association with the decisions adopted by the General Meeting.
18.03. 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.

4.1.
Pricewaterhousecoopers d.o.o., Cesta v Kleče 15, 1000 Ljubljana is appointed as the auditor of the Company for the 2025, 2026 in 2027 financial years.
Pursuant to Articles 297.a and 280 of the Companies Act (ZGD-1) and the Auditing Act, the Supervisory Board, based on the proposal by its Audit Committee, proposes that the General Meeting appoints Pricewaterhousecoopers d.o.o., Cesta v Kleče 15, 1000 Ljubljana ("PwC") as the auditor for the financial years of 2025, 2026 and 2027. PwC has proper experience in auditing the economic activities of the companies and it has references in Slovenia and abroad.
PWC is one of the first international advisory companies. Its history dates back to the nineteenth century. In Slovenia, PwC has provided professional services since 1993 and employs over 100 experts. PwC Slovenia is part of SEE, CEE and EMEIA regions. PwC offices in the SEE make up for the largest audit and advisory company in the region which works as a partnership. This allows PwC to draw on the experience of more than 700 extremely experienced experts at the level of the SEE region and enjoy the benefits delivered by the unique combination of local expertise and audit skills that meet the globally accepted standards. PwC has offices in 156 and more than 296,000 employees. In Slovenia, PwC offers its services to the leading Slovenian and international companies, including some of the major companies on the Slovenian market: Mercator. Telekom, Bank of Slovenia, Lek, Novartis. PwC's global clients in the oil and gas industry are Adriaplin, ExxonMobil Corp, Royal Dutch Shell plc, Saudi Aramco, Total SE, Chevron Corporation, SINOPEC and many others.
The resolution is adopted by a majority of the votes cast.
The resolution is proposed by the Supervisory Board.

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