Petrol Dd LjubljanaLJSE: PETG

Request-to-supplement-the-agenda-of-the-41st-general-meeting

· Issued by Petrol Dd Ljubljana


MALA ULICA 5, P. P. 139

1001 LJUBLJANA SLOVENIA

Pursuant to Article 19 of the Slovenian Sovereign Holding Act ("ZSDH-1") and the Slovenian Companies Act ("ZGD-1), in connection with the convening of the 41st General Meeting of Shareholders of PETROL d.d., Ljubljana, which will be held on 21 May 2026 at 12:00 (noon) at the conference hall on Dunajska cesta 48, Ljubljana, Slovenski državni holding, d. d., ("SDH" or "Proposer"), acting in its own name and for the account of the Republic of Slovenia, submits the following

REQUEST TO SUPPLEMENT THE AGENDA

of the 41st General Meeting of Shareholders of PETROL d. d., Ljubljana

I. (Fulfilment of the condition from Article 298(1) of the ZGD-1)

The Republic of Slovenia is the holder of 4,514,105 shares, representing 10.82% of PETROL d.d., Ljubljana's share capital. Pursuant to Articles 18 and 19 of ZSDH-1, the Republic of Slovenia is represented, on its behalf and for its account, by SDH.

SDH is the holder of 5,299,220 shares, representing 12.70% of the company's share capital.

Given the size of the shareholdings represented by SDH, its legal interest in submitting the request to supplement the agenda is clearly established.

II. (Subject of the request to supplement the agenda) The Proposer requests that the agenda of the 41st General Meeting be supplemented by adding new agenda items after the current item 3, as follows:
  1. Appointment of a Special Auditor to Review the Operations of PETROL d. d., Ljubljana in the Area of Logistics and the Supply Petroleum Products to Service Stations in the Period from 1 March 2026 to 30 April 2026

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana, pursuant to Articles 318-321 of ZGD-1.





    The special auditor shall review the management of PETROL d.d., Ljubljana's operations in the fields of logistics, supply of petroleum products to service stations, and the setting of retail prices at motorway and expressway service stations in Slovenia for the period from 1 March 2026 to 30 April 2026, with regard

    to legality, adequacy, due care, compliance with internal regulations, and any potential detriment to the Company.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  2. Appointment of a Special Auditor to Review PETROL d. d., Ljubljana's Operations in the Field of Petroleum Product Procurement via Commercial Intermediaries for the Period from 1 January 2024 to 30 April 2026

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review the management of individual operations of PETROL d.d., Ljubljana related to the procurement of petroleum products via commercial intermediaries for the period from 1 January 2024 to 30 April 2026, with regard to legality, adequacy, due care, compliance with internal regulations, and any potential detriment to the Company.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  3. Appointment of a Special Auditor to Review Operations Between PETROL d. d., Ljubljana and Perspektiva FT d.o.o. and Companies Under its Direct or Indirect Majority Ownership During the Last Five Years

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review the management of operations of PETROL d. d., Ljubljana concluded or otherwise managed by the company in connection with Perspektiva FT d. o. o. and companies under its direct or indirect majority ownership over the past five years, with regard to legality, business justification, economic efficiency, and compliance with conflict-of-interest regulations.

    For audit efficiency purposes, the auditor shall review only transactions within projects exceeding EUR 200,000 in value.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  4. Appointment of a Special Auditor to Review the Influence of Representatives or Owners of Perspektiva FT d. o. o. or Representatives of Companies Under its Direct or Indirect Majority Ownership on Business Decision-Making by Responsible Persons or Bodies of PETROL d. d., Ljubljana, for the Period from 1 January 2024 to 30 April 2026

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review the management of individual operations of PETROL d. d., Ljubljana concluded or otherwise conducted on the basis of instructions, guidelines, or other influence by representatives or owners of Perspektiva FT d.o.o. or companies under its direct or indirect majority ownership in the period from 1 January 2024 to 30 April 2026, with regard to the existence of such operations and any unlawful influence exercised over them.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  5. Appointment of a Special Auditor to Review PETROL d. d., Ljubljana's Operations in Terms of Compliance with the Act Promoting the Use of Renewable Energy Sources (ZSROVE-1) for 2024 and 2025

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d. d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review PETROL d. d., Ljubljana's management of operations with regard to ensuring adequate shares of renewable energy sources in compliance with the Act Promoting the Use of Renewable Energy Sources (ZSROVE-1) for the years 2024 and 2025, in terms of statutory compliance, due care, potential exposure of the Company to damage due to fines, and disclosure of such risks to shareholders.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  6. Appointment of a Special Auditor to Review Operations of PETROL d. d., Ljubljana in Terms of Compliance with the Employment Relationships Act (ZDR-1) and Relevant Tax Legislation for 2024 and 2025

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review PETROL d. d., Ljubljana's management of individual operations in terms of compliance with ZDR-1 and relevant tax legislation in dealings with partners (companies and sole traders) based on business cooperation agreements for service stations (franchise partners) for 2024 and 2025, with respect to: (a) lawful and non-discriminatory treatment of workers at such service stations, and (b) appropriate tax treatment of such business relationships with business partners and their workers, particularly in terms of the potential existence of dependent employment relationships with PETROL d. d., Ljubljana.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  7. Appointment of a Special Auditor to Review PETROL d. d., Ljubljana's Operations in the Field of IT Service and Equipment Procurement for 2024 and 2025

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1. The special auditor shall review PETROL d. d., Ljubljana's management of individual operations in IT service and equipment procurement from suppliers not belonging to international ICT groups for 2024 and 2025, with regard to legality, efficiency, due care, and compliance with internal regulations. For audit efficiency purposes, the auditor shall review only transactions within projects exceeding EUR 200,000 in value.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  8. Appointment of a Special Auditor to Review PETROL d. d., Ljubljana's Operations in the Field of Acquisitions and Disposals of Equity Interests of Group Companies for 2024 and 2025

    Proposed resolution:

    The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

    The special auditor shall review PETROL d. d., Ljubljana's management of individual operations related to acquisition and disposal of equity interests in companies owned by PETROL d. d., Ljubljana or Petrol Group companies, during 2024 and 2025, with regard to legality, efficiency, due care, and compliance with internal regulations.

    Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

    Substantiation:

    The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

  9. Appointment of a Special Auditor to Review PETROL d. d., Ljubljana's Operations in Terms of Compliance with the Financial Instruments Market Act (ZTFI-1) in 2025

Proposed resolution:

The General Meeting of Shareholders appoints ERNST & YOUNG d.o.o., Dunajska cesta 111, 1000 Ljubljana, as the special auditor to audit the management of individual operations of PETROL d.d., Ljubljana pursuant to Articles 318-321 of ZGD-1.

The special auditor shall review PETROL d. d., Ljubljana's management of individual operations of in terms of compliance of Petrol d.d., Ljubljana and the PETROL Group with ZTFI-1 in 2025, with regard to the timely, non-discriminatory, and comprehensive disclosure of regulated and inside information to shareholders concerning significant Group-level transactions, with a view to preventing insider trading. Special emphasis shall be placed on disclosures relating to the arbitration dispute between Geoplin and Gazprom regarding breach of the natural gas supply agreement.

Pursuant to Article 320 of ZGD-1, the special auditor shall prepare a written report (special auditor's report) on the findings of the special audit no later than six months from the date of adoption of the General Meeting resolution.

Substantiation:

The Proposer believes that there are grounds for conducting a special audit in respect of the above-mentioned operations. The detailed substantiation will be presented at the General Meeting.

III. (Request to supplement the agenda and for publication)

The Proposer calls upon the Management Board of PETROL d.d., Ljubljana to comply with its request to supplement the General Meeting agenda, to publish the additional agenda items to be discussed at the General Meeting in accordance with the third and fourth paragraphs of Article 298 of ZGD-1, and to publish a consolidated (clean) version

of the agenda in the same manner as the notice convening the General Meeting was published.

The published notice convening the 41st General Meeting of PETROL d.d., Ljubljana states that, within seven days of the publication of the notice convening the General Meeting, shareholders whose aggregate holdings amount to one-twentieth of the Company's share capital may submit a written request for additional items to be included on the agenda. Such request must be accompanied either by a written proposed resolution to be adopted by the General Meeting or, where no resolution is to be adopted with respect to a particular agenda item, by substantiation of such proposed agenda item. The Proposer's request to supplement the agenda fully satisfies all conditions set out in the notice convening the General Meeting. Substantiation for the individual agenda items is not required, as the request to supplement the agenda envisages that the General Meeting adopts resolutions in respect of the proposed items.

For reasons of cost-effectiveness and to avoid unnecessary administrative expenses, the Proposer had already proposed, in its request to convene the General Meeting of 27 March 2026, that the proposed agenda items be included on the agenda of the regular General Meeting scheduled for 21 May 2026. As the Management Board did not comply with that request, the Proposer now submits a request to supplement the agenda of the already convened General Meeting, based on the same reasons.

Given that, under Article 298 of ZGD-1, substantiation for proposed resolutions is not a prerequisite for the publication of additional agenda items (such substantiation will be provided at the General Meeting), the Proposer expects the Management Board to promptly publish, in accordance with the third paragraph of Article 298 of ZGD-1, the proposed additional agenda items to be discussed at the General Meeting.

Ljubljana, 23 April 2026

SDH, d. d.

Janez Tomšič, Žiga Debeljak,

Management Board Management Board

Member President



Družba je vpisana v sodni register pri Okrožnem sodišču v Ljubljani, številka vložka 1/21883/00; Osnovni kapital 301.765.982,30 EUR; Matična številka: 5727847; ID za DDV: SI46130373

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