Petrol's Explanation in Connection with the Sale of Nafta Geoterm d.o.o.

Petrol d.d., Ljubljana hereby informs the interested public about the business operations of its affiliated company Geoenergo d.o.o., and gives an explanation as to the process of selling the entire ownership interest in Nafta Geoterm d.o.o.:

1. The company Geoenergo d.o.o. is 50 percent owned by Petrol d.d., Ljubljana. The other 50 percent is owned by Nafta Lendava d.o.o.

2. Pursuant to the Regulation on Granting Mineral Rights to Holders of Mineral Resource Exploration and/or Extraction Permits (Official Gazette RS Nos. 103/00 and 81/02), the Decision of the Government of the Republic of Slovenia No. 310-16/2002-3, the Concession Contract No. 354-14-48/2001 and the Agreement on the Transfer of Mineral Rights and the Concession Contract No. 354-14-48/2001, the company Geoenergo d.o.o. has an exclusive right to the commercial exploitation of the mineral resources in the extraction area of the Mura depression. The company Geoenergo d.o.o. has not been using the above-mentioned mineral right, and has not transferred it to any third party including Nafta Geoterm d.o.o.

3. There is a dispute between Petrol d.d, Ljubljana and Nafta Lendava d.o.o. connected with the transfer of certain real rights arising from the contribution in kind made by Nafta Lendava d.o.o. when Geoenergo d.o.o. was founded. In other words, Nafta Lendava d.o.o. got an ownership interest in Geoenergo d.o.o. in return for a contribution in kind, consisting of, inter alia, easements and rights of use on real estate and infrastructure. These were later contributed by Nafta Lendava d.o.o. to Nafta Geoterm d.o.o. in the form of in-kind contribution, and are now owned by Nafta Geoterm d.o.o. However, the establishment of the above-mentioned rights for the benefit of Geoenergo d.o.o. was not properly recorded in the Land Registry of the court of competent jurisdiction. For this reason, in the case of failure to settle the dispute amicably, appropriate legal proceedings will be initiated to protect the rights of Geoenergo d.o.o. and Petrol d.d., Ljubljana.

The Management Board of Petrol d.d., Ljubljana
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