Petrol Group

Governance Information • Nov 18, 2024

Statement of independence

of a member of the Supervisory Board/Committee of the Supervisory Board

__________________________________

I, the undersigned ______________________________ hereby state, pursuant to Principles 13 and 24 of the Slovenian Corporate Governance Code of 9 December 2021 (hereinafter: the Code) in relation to my membership on the Supervisory Board/Committee of the Supervisory Board of _______________________, that I have the professional qualification and sufficient experience and knowledge for the position of a member of the Supervisory Board/Committee of the Supervisory Board. I hereby provide the declarations concerning the potential conflicts of interest as laid down in Appendix B to the Code.

Please indicate if the statement is true or false. The accuracy of the statement shall be assessed based on the criteria laid down in Appendix B to the Code:

___________________________________________________________________________

a) I am not an executive director or a member of the Management Board of the Company or an associate thereof, and have not occupied such a position over the past three years.

TRUE FALSE

b) I am not an employee of the Company thereof and I have not held such a position in the last three years except if I was elected to the Supervisory Board within the system of workers' representation as set forth by the law, and I am not an executive.

TRUE FALSE

c) I have not received substantial amounts of income from the Company or an associate thereof aside from the payment for being a member of the Supervisory Board or a Committee of the Supervisory Board.

TRUE FALSE

č) I am not a majority shareholder and I do not represent majority shareholder(s).

TRUE FALSE

d) I do not have, and have over the past year not entered into, any significant business contacts with the Company or an associate thereof, either directly or as a partner, shareholder, manager or executive of an entity having such a relationship. Having entered into business contacts implies being a supplier of goods or services (including financial, legal, consulting or advising services), an important client or an organisation that is a recipient of substantial sums from the Company or the group thereof.

TRUE FALSE

e) I am not and have not been in the last three years a partner or employee of a present or former external auditor of the Company or a company associated with the external auditor.

			TRUE	FALSE
f)	I am not an executive director or member of the management board of another company in which an executive director or member of the management board is a member of the supervisory board. Furthermore, I am not related in any other way with executive directors or members of the management board on account of co-operating with them in other companies or bodies.
			TRUE	FALSE
g)	I have not held the position of a Supervisory Board member for more than three terms of office (or more than 12 years in case the Company's Articles of Association lay down a term of office of less than four years).
			TRUE	FALSE
h)		I am not a close family member of the members of the Management Board or persons occupying the positions under items (a) through (g).
			TRUE	FALSE
Aside from the situations above:
	- I am not a member of the wider management of an associated company; and
			TRUE	FALSE
	- I have not participated in the drafting of the contents of a proposal for the Company's annual report.
			TRUE	FALSE
				_______________

A conflict of interest exists when the impartial and objective performance of tasks and decision taking on part of a member of the supervisory board or management board is compromised due to personal business interests being involved, their family's interests, emotions, political or national bias or any other related interests with other natural or legal persons.

Based on the above definition of a conflict of interest, is decision-making by you influenced by any other fact not stated above?

__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

NO YES

If YES, please explain:

Dependence of a candidate or member of the Supervisory Board and Committee shall exist if the conflict of interest pursuant to Appendix B of the Code is relevant and of a permanent (and not merely temporary) nature. The criteria for assessing the relevance of a conflict of interest shall be in particular the following:

__________________________________________________________________________________ __________________________________________________________________________________ __________________________________________________________________________________

• the type and number of actions and decisions to which the conflict of interest (may) relate;
• the probability of actual realisation of the conflict of interest; and

— the effect of the conflict of interest on the ability to objectively assess the Management Board and the Company's operations.

The circumstances specified above (Appendices B3 and B4 of the Code) shall in any case result in an assumption of dependence. Such assumptions may be contested if the member of the Supervisory Board demonstrates that the conflict of interest is neither permanent nor relevant despite the realisation of a criterion.

Considering the statement on the potential conflicts of interest, I declare myself to be:

Please circle as appropriate.

• a) An independent member of the Supervisory Board/Committee of the Supervisory Board Please circle as appropriate.
  • a1) I meet all the criteria of independence and all the statements made above are true.
  • a2) The criteria ___________are untrue: (Please circle the reasons)
  • with regard to the type and number of actions and decisions to which the conflict of interest (may) relate;
  • with regard to the probability of actual realisation of the conflict of interest and the effect of the conflict of interest on the ability to objectively assess the Management Board and the Company's operations.
  • for being neither permanent nor relevant.

An additional explanation concerning the permanence and relevance of the criterion ___:

____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________

b) A dependent member of the Supervisory Board/Committee of the Supervisory Board.

By signing this statement, I hereby allow the publication of the signed statement on the Company's website.

Date: ______________ Signature: ____________________