The Supervisory Board has reviewed the request to convene a General Meeting of Shareholders submitted by the shareholders SDH d.d. and the Republic of Slovenia and— based on several legal aspects—rejected all items proposed for inclusion on the General Meeting agenda.

SDH d.d. proposed nine items for the General Meeting agenda concerning the conduct of a special audit to be decided by the General Meeting, whereby some of the proposals are impermissible (such as item 5 on the basis of which the influence on the conduct of the operations would be reviewed, which cannot be the subject of a special audit) and some are not specific enough and, above all, as a whole, they interfere with a very broad scope of Petrol’s operations. Special audits that are determined very broadly are contrary to the concept of “being special”, which underpins the regulation of a special audit under Article 318 of the ZGD-1. The Supervisory Board’s task is to oversee the company’s operations, while the General Meeting has explicit statutory powers which cannot be optionally expanded by shareholders. Namely, the subject matter of the special audit is limited by law and may only include the conduct of individual, specific transactions (and incorporation procedures for increasing/decreasing the share capital) and absolutely not the conduct of operations in general. This means that the subject of a special audit must be defined as precisely and concretely as possible and cannot be determined “blindly”, as this is impermissible.

The agenda items proposed by the shareholders SDH d.d. and the Republic of Slovenia were not substantiated even though the shareholders stated that the reasons for the special audit exist. Also, the reasons for convening the General Meeting were not indicated. Despite being specifically requested to provide substantiation for including the individual items and proposed resolutions on the General Meeting agenda by Petrol, the proposers have not done that to date.

Due to such broadly requested special audit, the proposer should explain the reasons, which should also be justified; this is especially important from the aspect of ensuring equal access to information for all shareholders, allowing each shareholder—prior to making a decision whether to attend the General Meeting—to be duly informed about the reasons and purpose of such an extensive special audit that will entail high costs, interfere with the company’s current operations, and unjustifiably affect the company’s reputation. Moreover, it is appropriate that the company’s management and governance bodies are notified of the reasons for a special audit in advance, allowing them to adequately prepare for the General Meeting and provide adequate explanations to the shareholders.

Given that the company has not received the requested substantiations and reasons by the date of the convening of the General Meeting, the Supervisory Board has not confirmed the inclusion of the proposed items on the agenda of the General Meeting of Shareholders of Petrol.

Management Board and Supervisory Board of Petrol d.d., Ljubljana