Petrol D.D., Ljubljana (A Joint Stock Company Incorporated in the Republic of Slovenia with Identiﬁcation Number 502579600)

Proof 6: 18.6.14

Petrol d.d., Ljubljana (a joint stock company incorporated in the Republic of Slovenia with identiﬁcation number 502579600)

E265,000,000 3.250 per cent. Notes due 24 June 2019 Issue Price 99.320 per cent.

The A265,000,000 3.250 per cent. Notes due 24 June 2019 (the ‘‘Notes’’) will be issued by Petrol d.d., Ljubljana (the ‘‘Issuer’’ or the ‘‘Company’’). Interest on the Notes is payable annually in arrear on 24 June in each year. Interest will accrue from and including 23 June 2014 to but excluding 24 June 2019 and will be payable at a rate of 3.250 per cent. per annum. There will be a long first coupon in respect of the first interest period from and including 23 June 2014 to but excluding 24 June 2015. Payments on the Notes will be made without deduction for or on account of taxes of the Republic of Slovenia to the extent described under ‘‘Terms and Conditions of the Notes – Taxation’’. The Notes mature on 24 June 2019 and may be redeemed before then at their principal amount, together with accrued interest, at the option of the holders if a Put Event (as defined in ‘‘Terms and Conditions of the Notes – Redemption and Purchase – Redemption at the option of the Noteholders’’) occurs. The Notes are also subject to redemption (or, in the case of (iii), repurchase) in whole, at their principal amount, together with accrued interest, at the option of the Issuer at any time (i) in the event of certain changes affecting taxes of the Republic of Slovenia, (ii) on the payment of a sum equal to the greater of their principal amount (together with interest accrued to but excluding the date fixed for redemption) and a ‘‘make whole’’ redemption amount by the Issuer and (iii) if 85 per cent. or more in principal amount of the Notes have been redeemed or purchased following a Put Event. See ‘‘Terms and Conditions of the Notes – Redemption and Purchase’’. The Notes will constitute direct, unconditional and unsecured obligations of the Issuer. See ‘‘Terms and Conditions of the Notes – Status’’. This Prospectus has been approved by the Central Bank of Ireland (the ‘‘Central Bank’’), as competent authority under Directive 2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area (the ‘‘Prospectus Directive’’). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange Plc (the ‘‘Irish Stock Exchange’’) for the Notes to be admitted to its official list (the ‘‘Official List’’) and trading on the Main Securities Market of the Irish Stock Exchange (the ‘‘Market’’). References in this Prospectus to Notes being ‘‘listed’’ (and all related references) shall mean that the Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. The Notes shall be in bearer form in denominations of A100,000 and integral multiples of A1,000 in excess thereof. The Notes will initially be represented by a temporary global note (the ‘‘Temporary Global Note’’), without interest coupons, which will be issued in new global note (‘‘NGN’’) form and will be delivered on or prior to 23 June 2014 to a common safekeeper (the ‘‘Common Safekeeper’’) for Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’). The Temporary Global Note will be exchangeable for interests in a permanent global note (the ‘‘Permanent Global Note’’ and together with the Temporary Global Note, the ‘‘Global Notes’’), without interest coupons or talons, on or after a date which is expected to be 2 August 2014 upon certification as to non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable for definitive Notes in bearer form in the denominations of A100,000 and integral multiples of A1,000 in excess thereof, up to and including A199,000 in the limited circumstances set out in it. No definitive Notes will be issued with a denomination above A199,000. See ‘‘Summary of Provisions relating to the Notes while in Global Form’’. The Notes may not be offered, sold or delivered within the United States or to U.S. persons unless the Notes are registered under the United States Securities Act of 1933, as amended (the ‘‘Securities Act’’) or an exemption from the registration requirements under the Securities Act is available. The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. For a further description of certain restrictions on the offering and sale of the Notes and on distribution of this document, see ‘‘Subscription and Sale’’ below. The Notes are expected to be rated BBB- by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies Inc. (‘‘S&P’’). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Neither S&P nor Moody’s (as defined on page 26) is established in the EU or registered under Regulation (EC) No 1060/2009 as amended by Regulation (EU) No 513/2011 (the ‘‘CRA Regulation’’). Fitch (as defined on page 26) is established in the EU and is registered under the CRA Regulation. Prospective investors should have regard to the factors described under the section headed ‘‘Risk Factors’’ in this Prospectus. Bookrunner and Lead Manager J. P. Morgan The date of this Prospectus is 19 June 2014 This Prospectus comprises a prospectus for the purposes of the Prospectus Directive 2003/71/EC (as amended, to the extent that such amendments have been implemented in the relevant Member State of the European Economic Area) and for the purpose of giving information with regard to the Issuer and its subsidiaries as well as its interests in associates and jointly controlled entities (the ‘‘Group’’ (which expression has the same meaning as ‘‘the Petrol Group’’ used in the financial statements included herein)) and the Notes which, according to the particular nature of the Issuer, the Group and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and the Group and of the rights attaching to the Notes. The Issuer (the ‘‘Responsible Person’’) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. In addition, the Issuer has confirmed to the Lead Manager (as defined in ‘‘Subscription and Sale’’ below) that (i) this Prospectus, as at the date hereof, contains all information with respect to the Issuer, the Group and the Notes that is material in the context of the issue and offering of the Notes; (ii) the statements contained in this Prospectus, as at the date hereof, relating to the Issuer and the Group are in every material particular true and accurate and not misleading; (iii) the opinions and intentions expressed in this Prospectus, as at the date hereof, with regard to the Issuer and the Group are honestly held, have been reached after considering all relevant circumstances and are based on reasonable assumptions; (iv) there are no other facts in relation to the Issuer, the Group or the Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus misleading; and (v) all reasonable enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and statements. This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Lead Manager to subscribe for or purchase, any of the Notes. The distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any such restrictions. For a description of restrictions on offers and sales of Notes and distribution of this Prospectus, see ‘‘Subscription and Sale’’ below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer or the Lead Manager. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it or any other information supplied in connection with the Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the fullest extent permitted by law, the Lead Manager accepts no responsibility whatsoever for the contents of this Prospectus or for any other statement made or purported to be made by the Lead Manager or on its behalf in connection with the Issuer, the Group or the issue and offering of the Notes. The Lead Manager accordingly disclaims all and any liability whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. Without limitation to the generality of the foregoing, the contents of the Group’s website, in addition to any other websites referred to in this Prospectus, as at the date hereof or as at any other date do not form any part of this Prospectus (and, in particular, are not incorporated by reference herein). The Notes have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. This Prospectus has been filed with and approved by the Central Bank. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank. The Issuer is not and will not be regulated by the Central Bank as a result of issuing the Notes.

c110006pu010 Proof 6: 18.6.14_16:49 B/L Revision: 0 Operator ChoD The contents of this Prospectus should not be construed as legal, financial, business or tax advice. Each prospective investor should consult his or her own legal adviser, financial adviser or tax adviser for legal, financial or tax advice in relation to any purchase or proposed purchase of Notes. Unless otherwise specified or the context requires, references to ‘‘euros’’, ‘‘Euros’’ and ‘‘E’’ are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended. In connection with the issue of the Notes, J.P. Morgan Securities plc (the ‘‘Stabilising Manager’’) (or any person acting on behalf of the Stabilising Manager) may, to the extent permitted by applicable laws and directives, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilisation action or over- allotment must be conducted by the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all applicable laws and rules.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus includes forward-looking statements. The words ‘‘anticipate’’, ‘‘believe’’, ‘‘expect’’, ‘‘plan’’, ‘‘intend’’, ‘‘targets’’, ‘‘aims’’, ‘‘estimate’’, ‘‘project’’, ‘‘will’’, ‘‘would’’, ‘‘may’’, ‘‘could’’, ‘‘continue’’ and similar expressions are intended to identify forward-looking statements. All statements other than statements of historical fact included in this Prospectus, including, without limitation, those regarding the Issuer’s financial position, business strategy, management plans and objectives for future operations, are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the Issuer’s actual results, performance or achievements, or industry results, to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the Issuer’s present and future business strategies and the environment in which the Issuer expects to operate in the future. Important factors that could cause the Issuer’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among other factors referenced in this Prospectus: * changes to the regulatory environment in which the Group operates including amendments to or the eradication of controlled pricing of retail oil products within Slovenia; * the Issuer’s ability to integrate its newly-acquired operations and any future expansion of its business; * fluctuations in the price of oil and/or the currency exchange rates in the markets in which the Issuer operates; * the Issuer’s ability to obtain external financing or maintain sufficient capital to fund its existing and future operations; * the Issuer’s ability to realise the benefits it expects from existing and future investments in its operations; * the Issuer’s ability to obtain requisite governmental or regulatory approvals; * changes in political, social, legal or economic conditions in the markets in which the Issuer and its customers operate; * changes in the competitive environment in which the Issuer and its customers operate; and * failure to comply with regulations applicable to the Issuer’s business. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under ‘‘Risk Factors’’. Forward-looking statements speak only as of the date of this Prospectus and the Issuer expressly disclaims any obligation or undertaking to publicly update or revise any forward-looking statements in this Prospectus to reflect any change in the Issuer’s expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Given the uncertainties of forward-looking statements,

iii

c110006pu010 Proof 6: 18.6.14_16:49 B/L Revision: 0 Operator ChoD there can be no assurance that projected results or events will be achieved and the Issuer cautions persons into whose possession this Prospectus may come not to place undue reliance on these statements.

c110006pu010 Proof 6: 18.6.14_16:49 B/L Revision: 0 Operator ChoD TABLE OF CONTENTS

OVERVIEW ...... 1 RISK FACTORS ...... 4 TERMS AND CONDITIONS OF THE NOTES...... 20 SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .. 34 USE OF PROCEEDS ...... 37 DESCRIPTION OF THE ISSUER...... 38 TAXATION ...... 62 SUBSCRIPTION AND SALE...... 66 GENERAL INFORMATION...... 68 INDEX TO FINANCIAL INFORMATION OF THE ISSUER...... F-1

c110006pu010 Proof 6: 18.6.14_16:49 B/L Revision: 0 Operator ChoD OVERVIEW

The Issuer The Group is the leading supplier of refined oil products in Slovenia by volume and a major supplier of refined oil products across South East Europe (including Croatia, Bosnia and Herzegovina, Montenegro, Serbia and Kosovo). Through a network of 319 retail service stations in Slovenia and a further 161 retail service stations across South East Europe, the Group offers a range of motor fuels, motor oils and lubricants and retail merchandise. The Group also sells refined oil products in the wholesale markets in Slovenia, Austria, South East Europe and other neighbouring European states. In the first three months of 2014, the Group sold a total of approximately 627,100 tons of oil products and approximately 2,768,700 tons of oil products in 2013. The Group also supplies aviation fuel to Ljubljana, Maribor and Portorozˇ airports in Slovenia. In addition, the Group provides integrated energy solutions in Slovenia, Croatia and Serbia, making available to a number of its corporate and retail customers a range of products and services including the sale and distribution of natural gas, the sale and distribution of liquified petroleum gas (‘‘LPG’’), the production, sale, distribution and trading of electricity, and the production, sale and distribution of heat, and the development of environmental and energy solutions. For the first three months of 2014 and for the year ended 31 December 2013, the Group had total revenue of A919.4 million and A3,947.3 million, respectively, and net profit of A13.0 million and A52.8 million for the first three months of 2014 and for the year ended 31 December 2013, respectively. Of the Group’s total revenue for the first three months of 2014 and for the year ended 31 December 2013, A793.7 million and A3,544.9 million, respectively, was attributable to the Group’s oil and merchandise sales segment (which comprises the sales of oil products and merchandise) and A125.6 million and A402.4 million, respectively, was attributable to the Group’s energy segment (which comprises sales of gas, heat and electricity as well as environmental and energy solutions). Of the Group’s net profit for the first three months of 2014 and for the year ended 31 December 2013, A9.3 million and A35.9 million, respectively, was attributable to its oil trading and merchandise segment and A3.7 million and A16.8 million, respectively, was attributable to its energy segment. In 2013, the Group’s operations within Slovenia generated total revenue of A2,528.0 million. Outside of Slovenia, the Group’s operations generated total revenue of A545.0 million in Croatia, A327.8 million in Austria, A214.0 million in Bosnia and Herzegovina, A33.7 million in Montenegro, A32.0 million in Serbia and A266.8 million in other countries.

The Notes The overview below describes the principal terms of the Notes and the fiscal agency agreement between the Issuer, Citibank N.A., London Branch as fiscal agent and the other agents named therein (the ‘‘Fiscal Agency Agreement’’) and is qualified in its entirety by the more detailed information contained elsewhere in this Prospectus. Capitalised terms used herein and not otherwise defined have the respective meanings given to such terms in the Conditions (as defined below). Issuer: Petrol d.d., Ljubljana Description of the Notes: A265,000,000 3.250 per cent. Notes due 24 June 2019 Lead Manager: J.P. Morgan Securities plc Fiscal Agent and Principal Paying Citibank N.A., London Branch Agent: Issue Price: 99.320 per cent. of the principal amount of the Notes Issue Date: Expected to be 23 June 2014 Maturity Date: Unless previously redeemed, purchased or cancelled, the Issuer will redeem the Notes on 24 June 2019. Interest: The Notes will bear interest from and including 23 June 2014 at a rate of 3.250 per cent. per annum payable annually in arrear on 24 June in each year. The first payment (representing a long first coupon for the period from and including 23 June 2014 to but excluding 24 June 2015) shall be made on 24 June 2015.

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD Status: The Notes will constitute direct, unconditional and (subject to Condition 3 (Negative Pledge)) unsecured obligations of the Issuer and (subject as aforesaid) shall rank pari passu, without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons (as defined in the Conditions) shall, at all times rank at least equally with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, but, in the event of insolvency, only to the extent permitted by applicable laws relating to creditor’s rights. Form and Denomination: The Notes shall be in bearer form in denominations of A100,000 and integral multiples of A1,000 in excess thereof. The Notes will initially be represented by a Temporary Global Note, without interest coupons, which will be issued in NGN form and will be delivered to the Common Safekeeper. The Temporary Global Note will be exchangeable for interests in the Permanent Global Note, without interest coupons or talons, on or after a date which is expected to be 2 August 2014 upon certification as to non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable for definitive Notes in bearer form in the denominations of A100,000 and integral multiples of A1,000 in excess thereof, up to and including A199,000 in the limited circumstances set out in it. No definitive Notes will be issued with a denomination above A199,000. See ‘‘Summary of Provisions relating to the Notes while in Global Form’’. Use of Proceeds: The net proceeds from the issue of the Notes will be applied by the Issuer for the Group’s general corporate purposes including the refinancing of maturing indebtedness. Risk Factors: There are certain factors that may affect the Issuer’s ability to fulfil its obligations under the Notes. In addition, there are certain factors which are material for assessing the market risks associated with the Notes. See ‘‘Risk Factors’’. Negative Pledge: So long as any of the Notes or Coupons remains outstanding, the Issuer will not, and will ensure that none of its Subsidiaries (as defined in the Conditions) will, create or have outstanding any Security Interest (as defined in the Conditions) upon, or with respect to, the whole or any part of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or Guarantee of Relevant Indebtedness (each as defined in the Conditions), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that (i) all amounts payable by it under the Notes and the Coupons are secured by the Security Interest(s) equally and rateably with the Relevant Indebtedness or (ii) such other security or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution of the Noteholders (each as defined in the Conditions). Redemption for Taxation Reasons: The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time at their principal amount (together with interest accrued to but excluding the date fixed for redemption) if: (a) as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as defined in the Conditions), or any change in the application or official interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD after 19 June 2014, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 7 (Taxation); and (b) the requirement cannot be avoided by the Issuer taking reasonable measures available to it. Change of Control Put Option: The Notes may be redeemed by the Noteholders upon the occurrence of a Change of Control together with the occurrence of a Negative Rating Event within the Change of Control Period (all as defined in the Conditions). Redemption at the Option of the The Notes may be redeemed at the option of the Issuer in whole, Issuer but not in part, at any time at a sum equal to the greater of their principal amount (together with interest accrued to but excluding the date fixed for redemption) and a ‘‘make whole’’ redemption amount as described in Condition 6.4 (Redemption at the option of the Issuer). Events of Default: The Notes will be subject to certain Events of Default (as described in Condition 9 (Events of Default)) including (among others) non- payment of interest for 10 Business Days (as defined in the Conditions) or of principal, failure to perform or observe any of the other obligations in respect of the Notes, cross-acceleration and certain events relating to bankruptcy and insolvency of the Issuer. Withholding Tax: All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (‘‘Taxes’’) imposed, levied, collected, withheld or assessed by or on behalf of the Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will (subject to certain exceptions) pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders (as defined in the Conditions) after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction. Governing Law: The Notes and Coupons, and any non-contractual obligations arising out of or in connection with them, will be governed by, and construed in accordance with, English law. Listing and Trading: Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List and to trading on the Market. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Rating: The Notes are expected to be assigned on issue a rating of BBB- by S&P. Neither S&P or Moody’s is established in the European Union or registered under the CRA Regulation. Fitch is established in the European Union and registered under the CRA Regulation. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Selling Restrictions: United States and United Kingdom. See ‘‘Subscription and Sale’’. Clearing Systems: Euroclear and Clearstream Security Codes: ISIN: XS1028951777 Common Code: 102895177

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD RISK FACTORS

The Issuer believes that the following factors may affect its ability to fulﬁl its obligations under the Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which the Issuer believes are material for the purpose of assessing the market risks associated with the Notes are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but the inability of the Issuer to pay interest or principal on or in connection with the Notes may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding the Notes are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach their own views prior to making any investment decision.

Risks Relating to the Group The Group is subject to the general political and economic risks associated with the countries and region in which it operates The Group is an oil products and energy provider with operations in Slovenia as well as countries which are both members of the EU and non-members of the EU, some of which have emerging market economies. This means that the Group is exposed to the political and economic risks associated with each of the countries in which it operates as well as wider political and/or economic factors affecting the EU generally. In particular the Group is exposed to and has, in the past, been adversely affected by the financial difficulties in the EU. Such difficulties have led to a general economic slowdown in many EU countries as well as many neighbouring countries. In addition, market participants have experienced restrictions on liquidity and increased cost of funding in the European markets. While, as at the date of this Prospectus, the economic outlook for the EU and neighbouring countries is starting to stabilise, there can be no assurance that if there is further turbulence in the EU, or the economic recovery of countries within and outside of the EU is slower and less stable than anticipated, that this will not have a negative effect on the economic performance of the countries in which the Group operates or that access to funding, either at all or on attractive or affordable terms, will remain available to the Group. While countries which are members of the EU, including Slovenia, operate in a political and legal framework which represents a lower level of general investment risk than other countries, EU member countries are, however, exposed to legal and regulatory risk in respect of the effects of EU directives and regulations and the implementation of individual EU directives and policies into national law. Such regulation risk may impact the Group’s businesses, with special regard to EU law in the fields of energy, environment, competition and climate change. While the countries in South East Europe (including Croatia, Bosnia and Herzegovina, Serbia and Montenegro) in which the Group operates have in the recent past been domestically and internationally stable, such countries are still widely considered to be ‘emerging market economies’ by the investment community and therefore carry with them increased risks of economic instability caused by a variety of factors including fiscal and current account deficits, reliance on foreign investment, high unemployment and changes in the political, economic, social, legal and regulatory environments. Investors should be aware that such emerging market economies are subject to rapid political and/or economic change. Significant disruptions as a result of economic or political instability in the future could adversely affect the Group’s business, prospects, financial condition or results of operations.

Retail sales prices of oil products are regulated in Slovenia and Montenegro The sale of oil products in the retail market is subject to price-regulation in Slovenia and Montenegro, the effect of which is to control pricing and proﬁt margins by reference to a ﬁxed pricing model which sets a cap on the price at which oil products can be sold to retail customers (see ‘‘Description of the Issuer – Regulation – Pricing Models’’). This cap also affects the prices that the Group receives in the wholesale market since such prices are also based on the pricing model despite not being regulated themselves. The Group sells the majority of its oil products (both wholesale and retail) within Slovenia (63.3 per cent. and 65.0 per cent. of the Group’s revenue in 2013 and 2012,

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD respectively) and therefore the majority of its revenues are attributable to sales of oil products sold under (or which are inﬂuenced by) regulated conditions.

While the current regulations permit the Group to pass cost increases related to the purchase price it pays for oil products (although not operating costs) on to its customers thereby stabilising the Group’s profit margins, it also exposes the Group to risk if regulated prices and permitted profit margins are lowered, or if such cost increases can no longer be passed on to customers, or if the Group is not able to control its operating costs. The Group believes that currently the gross margins for oil products sold in Slovenia are significantly below the European average.

Any amendment to the regulations relating to price caps in Slovenia and Montenegro could restrict the Group’s ability to fully and timely adjust its retail prices to reflect fluctuations in the prices of commodities and currency exchange rates, which in turn could reduce the Group’s ability to pass on supply costs to customers in time to prevent losses and/or could negatively affect the Group’s profit margins.

In addition, there can be no assurances that the countries in which the Group operates that do not currently regulate the price of oil products will not adopt price-regulation in the future.

Such developments could adversely affect the Group’s business, prospects, ﬁnancial condition or results of operations.

The Group is exposed to currency/foreign exchange and commodities prices risk as well as counterparty risk in relation to its hedging contracts The majority of the Group’s sales are denominated in Euro or currencies other than U.S. dollars, in which the majority of the Group’s contracts for the supply of oil products are denominated. Accordingly, ﬂuctuations in exchange rates, in particular in respect of the exchange rate for Euros and U.S. dollars, expose the Group to variations in its costs and income levels and potential losses associated with unanticipated changes in exchange rates. The Group is also impacted by changes in commodities prices.

While increases in the cost of supply associated with exchange rate fluctuations can almost entirely be passed on to the Group’s customers, any benefit associated with the devaluation of the U.S. dollar against the Euro is limited by the impact of the fixed pricing model in Slovenia and Montenegro.

In addition to the risks associated with movements in the Euro/U.S. dollar exchange rate, a number of the South East European countries in which the Group operates are not members of the Eurozone and, due to the nature of emerging market economies, national currencies in which sales to consumers are denominated in such countries can be more unpredictable and susceptible to political controls or economic developments. Due to the nature of the Group’s business, ﬂuctuations in exchange rates may have a material effect on revenues from the countries in which it does business.

The Company conducts regular internal analysis of exchange rate movements and commodities prices and routinely enters into hedging contracts in order to mitigate the risks associated with currency exchange rate fluctuations and commodities prices. The Group is, however, dependent upon the timely payment of its counterparties under the relevant hedging contracts and is exposed to the risk that counterparties may not be able to perform their payment obligations under the hedging contracts in a timely manner, or at all. Such counterparty defaults could have an adverse effect on the cash flows, profitability, financial condition and results of operations of the Group.

Volatility in refined oil product prices affects the working capital requirements of the Group The majority of the Group’s inventories are refined oil product. As a result, the cost of replenishing inventories increases when the price of refined oil products increases, which increases the Group’s working capital requirements. Because of oil price volatility, access to financing for working capital needs for the Group is crucial. If the Group’s current financing arrangements were cancelled or restricted, or their terms were amended to be more onerous or expensive, this may mean that the Group may be unable to finance required purchases of refined oil products unless it could arrange alternative financing arrangements. There can be no assurance that alternative financing facilities on acceptable or affordable terms would be available. Any disruption to working capital financing could have a material adverse effect on the Group’s business, prospects, financial condition, results of operations or cash flows.

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD The Group is dependent on third parties for the supply of its refined oil products, natural gas and LPG as well as third party logistics providers for the transport of such products The Group’s operations are largely dependent upon the supply of refined oil products, natural gas and LPG from various suppliers across Europe. Any disruption to the Group’s suppliers, their supply lines or the occurrence of any events which restrict the supply of refined oil products, natural gas or LPG globally, could have a material adverse effect on the Group’s ability to meet its contractual obligations for the supply of oil products and/or energy to its wholesale and/or retail customers. In addition, the Group relies on third party logistics providers to transport oil products and natural gas after it has taken delivery of such products from suppliers. If there are any difficulties encountered in transporting and supplying refined oil products, natural gas or LPG within the Group’s distribution network, this could cause a delay in ensuring the timely delivery of its products to its customers or its points of sale, or could exert an upwards pressure on the price of these products, which the Group may or may not be able to pass on to its customers and which the Group would have to finance upfront. The Group is careful to ensure that there are adequate force majeure provisions included in all of its supply contracts, however there remains a risk that any failure by the Group to meet its supply obligations or to deliver products in a timely manner or failure to meet requisite quality, quantity and cost requirements by reason of a problem with one or more of the Group’s suppliers could have a negative effect on the Group’s reputation as a reliable oil and energy products supplier. While the Group maintains relationships with multiple global suppliers of high reputation and standing and the probability of default is unlikely, there can be no guarantee that one or more of these suppliers will not default on its obligations under current supply agreements and/or that other suppliers would be able to supplement any shortfalls in this supply, either at comparable prices or at all. Any disruption to the Group’s supply could have a material adverse effect on the Group’s business, prospects, financial condition, results of operations or cash flows.

The Group’s sales of merchandise are subject to risks relating to supply, quality control and price competition For the year ended 31 December 2013, sales of merchandise accounted for 12.0 per cent. of the Group’s revenue. The Group sources the majority of the merchandise it makes available for sale in its retail service stations from third-party suppliers. The Group is therefore reliant upon the regular and timely delivery of high quality goods at competitive prices. There is a risk that third-party suppliers may fail to meet agreed timelines, or supply the Group with sufficient quantities of products which are of acceptable quality. In addition, any major breakdown, disturbance or accident affecting these suppliers and logistics providers would have a material impact on the operation of the Group’s supply chain, which would adversely impact its ability to maintain sufficient stock levels of certain or all products and meet customer demand. There is also a risk of new entrants into the convenience store market in Slovenia, which may increase competition. The Group’s competitors may start to offer the same or a similar range of products at lower prices than the Group is able to. While to a large extent, the Group is able to charge a small premium for the merchandise it sells because of the convenience it offers to customers to be able to purchase such goods at the same time as purchasing motor fuel, there is a risk that if customers are no longer willing to pay a premium for such convenience, especially during a time of slow economic recovery, the Group could see a fall in the sales of merchandise and come under competitive price pressures. Any of these factors could have a material adverse effect on the Group’s reputation, business, prospects, financial condition and results of operations or cash flows.

The Group is exposed to credit risk from both wholesale and retail customers The Group has in place a number of supply contracts with its wholesale customers, which have payment terms ranging from 15 to 90 days (with an average of approximately 36 days). In addition, the Group offers its retail customers, which includes both corporate and individual customers, the ability to pay for motor fuel, merchandise and its other products including energy using deferred payment methods. These include the Petrol Club Card (described in ‘‘Description of the Issuer – Sales Network – Payment Cards and Loyalty Programme’’), as well as certain business payment cards. Each of these products enables the customer to purchase the Group’s products on short term credit and to pay for such products with one payment at the end of each month. The Group has in place extensive receivables insurance and requires bank guarantees and other security from its wholesale customers to offset their more substantial credit risks. It also has automated systems which limit the amount of credit available to a customer at any one time and

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD prevent a customer from using any of its deferred payment products if an outstanding invoice is not settled within 12 days in the case of corporate customers or 25 days for individual customers. However, there is a risk that the Group may not be able to recover all of the amounts owing to it, or to do so in a timely fashion. Should the Group be unable to recover material amounts owing to it, or the insurance and security taken prove to be insufﬁcient, this may have a material adverse effect on the business and/or ﬁnancial position of the Group.

There is a risk that the Group’s proprietary computer systems may fail to perform their functions adequately or be interrupted The Group has developed and operates proprietary computer systems which facilitate the management of many aspects of the Group’s business operations within Slovenia and across its South East European network. Such capabilities include supply and distribution logistics for the delivery of oil products to retail service stations, supply of electricity, natural gas, LPG and heat to industrial as well as domestic premises and consumers, provision of a retail platform for sales of the Group’s merchandise at retail service stations, cash management systems, group-level communication and administration, safety protocols and automated responses, as well as centralised data storage and protection and other necessary technical infrastructure required for running the Group’s businesses (see ‘‘Description of the Issuer – Information Technology’’). The Group also relies to an extent on certain third party software for the proper operation of its computer systems. While the Group has installed market-standard safeguards and security software designed to protect its computer systems and their operation, any disruption, delay, failure or security breach of any of the Group’s computer or technological systems could undermine the Group’s ability to continue its operations at full capacity and/or result in certain aspects of the Group’s business being suspended or disrupted. In addition, the Group’s technological infrastructure requires continuous development, updating and investment to ensure it remains competitive, efﬁcient and secure. The failure or compromise, or any failure to maintain or invest in any, of the Group’s computer systems or any disruptions in the technical infrastructure developed by or which supports the Group’s businesses could have a material adverse effect on the Group’s business, prospects, reputation, ﬁnancial condition or results of operations.

The Group has trademarks and other proprietary rights, and any failure to protect its intellectual property rights may adversely affect the Group’s business The Group is the owner of certain intellectual property rights including trademarks and assets such as brand names and associated branding identifiers and energy solutions relating to oil and non-oil products sold by the Group. Each of these intellectual assets is important to the Group’s business and competitive position and it would be disadvantageous to the Group if such assets were not adequately protected or were utilised or misappropriated by any of the Group’s competitors. Although research and development activities represent only a small part of the Group’s business, there can be no assurance that any trademark applications currently pending will be issued, or that the protections the Group has in place will be sufficient to safeguard the Group’s existing intellectual property assets. Infringement of intellectual property rights or challenges as to legal ownership which prevent the use of such assets by the Group could adversely affect the Group’s business, prospects, reputation, financial condition or results of operations.

The Group is dependent on licences and permits to conduct its business The Group is required to obtain and maintain licences and permits relating to its activities in each of the countries in which it operates (apart from Slovenia where licences are not required for carrying out energy activities). Such licences and permits relate to the Group’s ability to import/export oil and energy products into and out of certain countries, sell certain types of oil and energy products and the satisfaction of environmental and safety standards relating to the transportation and storage of certain types of products. While the Company believes that the Group is fully in compliance with all such requirements and maintains, and has the requisite administrative and technical infrastructure in place to ensure the continued maintenance of, the necessary licences and permits, there can be no guarantee that the Group’s licences and/or permits will not be modiﬁed, suspended, terminated or will not expire without renewal by the relevant licensing authorities. Such suspension or termination could result from the breach or violation of the terms of the relevant licence or permit by the Group, or the Group may not be awarded the renewal of a licence or permit relating to the operations of certain concessions on

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD expiry if the related concession is required to be tendered to the public and the Group is not successful in winning that tender. The modification, suspension or termination of, or failure, for any reason, to renew, any of the Group’s licences or permits in a timely manner could have a material adverse effect on the Group’s business, results of operations or financial condition, especially if the impact of such modification, suspension, termination or non-renewal would be to prevent the Group from carrying on some or all of its current business activities in one or more of the countries it currently operates within.

The Group is subject to environmental regulation which is subject to change Due to the nature of the Group’s operations, the Group is subject to numerous regulations regarding environmental protections and specifications relating to oil products in all of the countries in which it operates. Whilst, as at the date of this Prospectus, the Group believes that it is in material compliance with all such regulations, there is a risk that new regulations may be brought into effect and/or the current regulations may be changed. Should such new regulations or amendments to current regulations be introduced, there is a risk that the Group may not be able to comply with the new requirements or may incur considerable cost in implementing the requisite changes to its business operations. In 2009, the EU adopted the Renewable Energy Directive (Directive 2009/28/EC). The Directive mandates that all Member States shall have 10% (on energy basis) biofuels in the transport sector by 2020. In order for a biofuel to be accounted within the national reporting, it must meet a number of sustainability criteria. Biofuels must also meet the sustainability criteria to receive financial support, such as tax exemptions. The Fuel Quality Directive (Directive 2009/30/EC) was also adopted in 2009. The Directive sets requirements on fuel specifications, but also obliges fuel suppliers to reduce greenhouse gas emissions. By 2020 every sold unit of energy must reduce life cycle greenhouse gas emissions by at least 6%, compared to the EU-average fossil fuel in 2010. The Directive gives fuel suppliers a number of options to obtain this 6% reduction, for example via reductions in oil refineries or use of biofuels and alternative fuels. The biofuels must meet the same sustainability criteria as in the Renewable Energy Directive. While the Group has not yet suffered any adverse effect due to the introduction and implementation of these requirements, there can be no assurance that this will continue to be the case in the future, or that the requirements will not increase in the future. Any failure to comply with changing environmental regulations or fuel specifications in a timely manner could subject the Group to, among other things, civil liabilities and penalty fees and possible temporary or permanent shutdown of the Group’s operations, any of which would have a material adverse effect on the Group’s business, results of operations or financial condition.

The Group may not be able to identify or accurately assess acquisition candidates or to complete or integrate past or prospective acquisitions successfully into the Group and/or in a timely manner The Group has a history of strategic acquisitions which has contributed to the growth of the Group to date. Although the Group diligently assesses each acquisition target, such assessments are subject to a number of assumptions and estimates concerning, among other things, markets, profitability, growth, interest rates and valuations which may prove to be inaccurate. It is possible that the Group may make further acquisitions in the future. The Group faces risks relating to the integration of newly acquired businesses into its existing group structure and rationalising business processes and resources. The Group may incur substantial costs, delays or other operational or financial problems in integrating acquired businesses, such as costs and issues relating to monitoring, hiring and training of new personnel, redundancy programmes, or the integration of IT and accounting and internal control systems and the Group may not be able to retain key personnel from the acquired business. In addition, there is a risk that an acquisition may not achieve anticipated synergies or other expected benefits including anticipated margins or cash flows. If the Group experiences difficulties integrating new businesses into the Group, unexpected cost, delays or is not able to rationalise the acquired business post acquisition, this could negatively affect the growth rate of the Group and/or could have a material adverse effect on the Group’s business, results of operations or financial condition.

The Group may be unable to meet its ﬁnancing needs as they arise Investments in infrastructure, technology and other areas of the business intended to generate revenues require signiﬁcant capital expenditure, which the Group may not be able to fund in addition

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD to its working capital requirements on acceptable terms, or at all. To the extent that the Group does not generate sufficient cash from its operations, it may need to raise additional funds through debt financing either through bilateral or syndicated loans with financial institutions, or through issuances of debt via the local and/or international capital markets. Whilst the Group has so far not experienced any difficulties in raising debt finance, there can be no assurance that the Group will continue to be able to raise such debt financing in the future or that the terms on which it is able to do so will be affordable or will not restrict the operations of the Group in the future. The Group’s ability to arrange such financings will depend, in part, upon prevailing financial market conditions as well as its business performance. Financial and capital markets can be volatile and may prevent the Group from gaining access to the capital required to maintain or grow its business. If funding is insufficient at any time in the future, the Group may be unable to fund significant capital expenditures, take advantage of business opportunities or respond to competitive pressures, any of which may have a material adverse effect on the Group’s business, results of operations or financial condition.

The tax laws of the countries in which the Group operates or changes thereto or to the Group’s tax profile could result in a higher tax expense or a higher effective tax rate on the Group’s worldwide earnings The Group is subject to and must comply with multiple tax regimes within the countries in which it operates. Given the cross-border nature of the Group’s operations and business, focusing on South East Europe, there is a risk that one or more of the taxation regimes to which it is subject may change significantly, or that taxation treaties between certain countries are amended or revoked. A change in these tax laws, regulations or treaties or in the interpretation thereof, could result in a materially higher tax expense or a higher effective tax rate for the Group. Recently, the Excise Duty Act in Slovenia was amended so that the bio-component in transport fuel is no longer exempted from excise duty with only 100 per cent. biofuel remaining exempt. The Company expects this change to result in an increase in the amount of excise duty it pays in Slovenia. In addition, any expansion into new jurisdictions could adversely affect the Group’s tax profile and significantly increase the Group’s tax liabilities. An increase in the Group’s tax liabilities as a result of a change to the current taxation legislation or such expansion could result in a material adverse effect on the Group’s business, financial condition and results of operations.

The Group’s success is largely dependent on its management team The Group’s ability to maintain its competitive position and to implement its business strategy is largely dependent on retaining its current executive officers and other senior management. Such growth and strategy rely on the ability of these individuals to operate effectively, both individually and as a group. If one or more of the Group’s key management personnel become unable or unwilling to continue in their present positions, it may be difficult to replace them in a timely manner and with personnel of equal calibre, which may have a material adverse effect on the Group’s business, financial condition and results of operations.

Litigation and Regulatory proceedings Although the Group does not currently expect litigation or regulatory proceedings to which it is a party to have a material adverse effect on its ﬁnancial condition and results of operations, no assurance can be given that the ultimate outcome of any current or future legal proceedings or regulatory proceedings will not have a material adverse effect on its results of operations or ﬁnancial condition (see ‘‘Description of the Issuer – Litigation’’).

The Group may not have adequate insurance coverage to cover all potential risks As a result of the potential hazards associated with the storage and transportation of oil products and the Group’s energy activities, the Group may from time to time become exposed to significant liabilities for which it may not have adequate insurance coverage. In addition, there may be uninsurable risks for which the Group may not be able to obtain any insurance coverage at all. The Group maintains an amount of insurance protection that it believes is adequate, but there can be no assurance that the Group’s insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which it may be subject. Furthermore, there can be no assurance that such coverage will continue to be available on commercially reasonable terms. A successful claim for which the Group is not fully insured or any interruption in its business operations for which the Group is not fully insured could materially and adversely affect its financial results and materially harm its

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD ﬁnancial condition. Any loss not covered by insurance could have a material adverse effect on the Group’s business, ﬁnancial condition and results of operations.

The current crisis in Ukraine creates political and economic uncertainty which could affect the availability and price of natural gas and oil products Heightened levels of tension between Russia and Ukraine, increased military activity on the border between Russia and Ukraine, the disputed accession of Crimea to Russia and the imposition by the United States, the European Union and other countries of sanctions, asset freezes, travel limitations and certain other measures against specified Ukrainian and Russian individuals and a Russian bank could lead to fluctuations in natural gas and oil product prices if such tensions escalate, further sanctions are imposed that affect the long-term sustainable availability in the European markets of Russian oil and gas or demand for oil products is affected by any of the above factors. There are no significant producers of natural gas or oil products within Slovenia and to date, there has not been any experience in Slovenia of an extended period of disruption in the European market for natural gas or oil products. While the Group purchases all of its oil products from suppliers who are based outside of Ukraine and Russia, it does purchase natural gas from Russia. In case of a prolonged crisis which increases oil and gas prices globally or prevents the Group’s current suppliers from purchasing natural gas due to restricted supply, the Group may not be able to guarantee sufficient supply to meet demand and the Group would need to find alternative sources of supply. If natural gas cannot be sourced by the Group from other suppliers on similar terms or at all, it could have a material adverse effect on the Group’s business, financial condition and results of operations.

Slovenia is a major shareholder of the Group. As at 31 March 2014 two entities owned by the Slovenian government (the ‘‘Government’’), Slovenska Odsˇkodninska Druzˇba, d.d. and Kapitalska druzˇba d.d., owned approximately 28 per cent. of the Company’s shares and a further approximately 12 per cent. of the Company’s shares were owned by other Government-owned companies (see ‘‘Description of the Issuer – Shareholder Information’’). In addition, and while Government-affiliated entities are not directly represented on the management or supervisory boards of any of the Group’s entities, as shareholders they are entitled to vote on the proposed members of the supervisory board of the Company (the ‘‘Supervisory Board’’) prior to their election. There is a risk that the Government of Slovenia, as the ultimate beneficial owner of these shareholdings, may cause the Group to take management decisions or to engage in business practices that do not benefit and may adversely affect the interests of Noteholders. In addition, if the Government were to decide to sell all or part of its shareholding, whether by privatisation or otherwise, any new controlling shareholder may pursue a strategy which is different from that of the Group at the date of this Prospectus.

The Group’s growth strategy relies on its ability to expand and develop its range of energy activities in the countries in which it operates Due to the constrained potential for growth in the oil product market in Slovenia, the Group’s growth strategy relies on expanding the range and extent of its energy activities business (as well as increasing its presence in the oil product markets in the other countries in which it operates). While the Group believes that its strategy of developing its energy activities business has been successful to date, there can be no assurances that the Group will continue to be able to expand its energy activities business or that these business activities will lead to the anticipated growth in revenue or proﬁt. If the Group is unable to expand its energy activities business pursuant to its growth strategy, it could have a material adverse effect on the Group’s business, ﬁnancial condition and results of operations.

Risks Relating to Operating in the Oil Products and Energy Industries Risks associated with the oil products market One of the Group’s main business activities is the sale of oil products directly to consumers via retail service stations, sales of which represented 43.3 per cent. and 47.3 per cent. of the Group’s revenue in 2013 and 2012, respectively. The oil products market within Slovenia and other countries in which the Group operates is vulnerable to and affected by various factors including the price of oil, governments’ taxation policies as well as the general economic health and consumer conﬁdence in the economy of a country. Any one of these factors can affect the demand for oil products as well as the price that consumers would pay for oil products and can cause consumers to cut back on the amount of fuel they can afford to consume or use in their vehicles. The Group has experienced reduced

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD demand levels in relation to the economic crisis in the EU and neighbouring countries, specifically caused by higher levels of unemployment, low levels of consumer confidence and high retail prices. There can be no guarantee that the economies in the countries in which the Group operates will recover or continue to recover (as the case may be), that unemployment levels will fall or not increase, that consumer confidence will bolster and/or that any additional economic factors may or may not influence prices and spending habits of consumers. In addition, it is possible that any of the governments of the countries in which the Group operates could increase the rate of taxation applicable to sales of oil products. This could impact upon the affordability of oil products and corresponding demand, or could reduce the Group’s profit margin on oil products sales if it absorbs a proportion of the increase and does not pass this on to consumers. If the demand for oil products is reduced for any of the above or other reasons, this would lead to a decrease in the Group’s sales of oil products and, depending on the extent of the fall in demand, this could have a material adverse effect on its results of operations or financial condition.

Risks relating to competition The Group faces competitive pressures in all areas of its business and in all of the markets in which it operates. There can be no assurance that its competitors in each of these markets will not increase their respective market shares at the expense of the Group or implement changes to strategy which could make their prices and/or products more appealing and pose a threat to the Group’s operations. In Croatia, the Group has 99 service stations and an estimated market share of 11.3 per cent. in terms of the number of service stations making it the second largest operator in the country. In Bosnia and Herzegovina the Group has 37 service stations and an estimated market share of 3.3 per cent. in terms of the number of service stations making it the fourth largest operator in the market. In Montenegro, the Group has nine service stations and an estimated market share of 8.0 per cent. in terms of the number of service stations making it the fourth largest operator in the market. In each of these markets the Group intends to expand or maintain its current operations so as to be within the top three largest operators and thus is subject to the risk that it may not be able to increase or maintain its current market share. Within Slovenia the Group has a 58.5 per cent. market share in terms of number of service stations as at the date of this Prospectus, which means that the Group faces restrictions on its ability to pursue a growth strategy within Slovenia. Whilst the Group intends to maintain its current market share, competition regulations in Slovenia prevent any signiﬁcant increase in market share or participation. If the Group is unable to effectively compete in any of the markets in which it operates, this may have a material adverse effect on the Group’s business, results of operations or ﬁnancial condition.

Risks relating to storage and transport of oil products and power transmission The industries in which the Group operates involve hazardous activities, including acquiring, transporting and unloading fuel, heat energy and natural gas as well as delivering electricity and natural gas to distribution systems. In addition, hazards such as fire, explosion and machinery failure are risks inherent in the Group’s operations, which may occur as a result of inadequate internal processes, technological flaws, human error or certain external events. The occurrence of any of these hazards at higher levels than normal could have a material adverse effect on the Group’s operational capacity and financial results. Furthermore, the hazards described above could cause significant personal injury or loss of life, damage to or destruction of property, plant and equipment, contamination of or damage to the environment, and suspension of operations. Consequently, certain of the Group’s operations pose significant safety and occupational risks to some of its employees, contractors and third parties, despite the Group’s efforts in safety and risk management. Similarly, the Group’s operations pose significant risk to the environment. If such activities are not effectively controlled, they could lead to irreversible long-term environmental damage, as well as the removal of licenses to operate, and prosecution. This could adversely affect the Group’s ability to carry on its operations, affect the Group’s financial results or damage the Group’s reputation. The occurrence of any of these events in the future, if the Group is judged to be at fault, may result in liability for the Group in respect of damages or penalties.

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD The Group is exposed to potential liability arising from accidents or incidents relating to health, safety and the environment and from remediation of such accidents and incidents at the Group’s retail service stations and/or other sites The Group’s business and operations involve and rely on the storage, transportation and sale of oil and energy products. Such activities expose the Group to certain risks, particularly in relation to its terminals and other storage facilities where large quantities of fuel are stored, and retail service stations. While the Group has instigated stringent health and safety procedures and has accident- preventative protocols in place, there remain a number of risks which are not possible to mitigate in their entirety, including equipment failure, work accidents, fires, explosions, vapour emissions, spills and leaks at storage facilities and/or in the course of transportation to or from the Group’s terminals, retail service stations, airports and/or other sites. These hazards may cause personal injury or the loss of life, business interruptions and/or property, equipment and environmental contamination and damage. In addition, the Group is exposed to the risk of accidents involving the tankers used in its fuel product distribution operations, which may also cause similar injuries or damage. The Group may be subject to litigation, compensation claims, governmental fines or penalties or other liabilities or losses as a result of such accidents and incidents. There is also a risk that the Group may incur substantial costs for investigation or remediation of contamination caused by leakages or accidents that lead to ground pollution or other forms of environmental damage. The Group may be required to clean up and treat facilities it owns whether or not damage was caused as a result of the Group or otherwise, which can be costly. There can be no assurance that the Group has identified all environmental liabilities at its current and former locations, or that future laws and regulations or modifications to existing laws and regulations will not impose material environmental liabilities on the Group which may give rise to significant costs, fines or penalties or may require the suspension or cessation of certain operations by the Group. While the Company believes that the Group has adequate insurance cover which is in line with market and industry practice to address such risks, should accidents or incidents occur, or the Group be required to undertake clean-up or other remedial actions, and the insurance policies the Group has are not adequate to cover the full extent of the loss, damage or liability, the Group may incur significant costs, including costs associated with the clean-up, or any potential litigation, fines, penalties or compensation claims. Additionally, such accidents may affect the Group’s reputation and brand, leading to a decline in the sales of products and services or the loss of licences and permits necessary to conduct its business, which may have a material adverse effect on the Group’s business, financial condition and results of operations.

Risks relating to seasonality and weather conditions generally The sale of the Group’s oil and energy products, are all subject to seasonal variations and variations in general weather conditions and unusually severe or mild weather (as the case may be). While the Group considers and plans for possible variations in normal weather patterns and potential impacts on its operations, there can be no assurance that such planning can prevent these impacts, which can adversely affect the business. Generally, demand for energy is higher in the last and first quarters of the financial year (October through March), when colder temperatures cause an increase in electricity, natural gas and heat consumption. Conversely, cold weather can have a negative effect on the demand for motor fuel and the ability of customers to drive on icy roads, which can also have an impact on the Group’s revenues. This seasonality of demand impacts the Group’s results of operations. Significant variations from normal weather patterns could lead to unforeseen fluctuations in demand and corresponding revenue from sales of electricity, natural gas and heat products. Such unpredictability, especially in the event of unseasonably warm temperatures and reduced demand, could have an adverse effect on the Group’s financial condition and results of operations.

Risks Relating to Slovenia Slovenia’s economy remains vulnerable to domestic and external economic conditions, including the slow rate of recovery in the Eurozone and the effect of any future signiﬁcant economic difﬁculties of its major trading partners or by more general ‘‘contagion’’ effects, which could cause the Group’s business to suffer, due to the current concentration of the Group’s business in Slovenia Approximately 64.0 per cent. of the Group’s revenues for 2013 were generated in the domestic Slovenian market, and due to the nature of the Group’s business, its performance and the growth of its business are dependent on the overall health of the Slovenian economy. Slovenia’s economic

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD performance is vulnerable to domestic and external economic conditions including the delayed recovery of the Slovenian private sector and the slow rate of recovery in the Eurozone. The Slovenian economy is comparatively small and is highly export-oriented. Slovenia experienced increases in GDP of 1.2 per cent. and 0.6 per cent. in 2010 and 2011, respectively, and decreases of 2.5 per cent. in 2012 and 1.1 per cent. in 2013. The adopted budgets for 2014 and 2015 assume GDP projections based on the autumn forecast of the Slovenian Institute of Macroeconomic Analysis and Development (the ‘‘IMAD’’), according to which GDP is expected to shrink by 0.8 per cent. and to increase by 0.4 per cent. in 2014 and 2015, respectively. However, the IMAD spring forecast published on 14 March 2014 anticipates modest growth in GDP in 2014 and 2015 of 0.5 per cent. and 0.7 per cent., respectively. Moreover, in the year ended 31 December 2013, the unemployment rate rose to 10.2 per cent., but it remained lower than the Eurozone average unemployment rate of 12.1 per cent. in the same period calculated using the International Labour Organisation methodology (the ‘‘ILO methodology’’). According to the IMAD spring forecast, the rise in unemployment is expected to be lower in 2014 than it was in 2013, and to recover only gradually. According to the latest report for 2013 from the Statistical Office of Slovenia (‘‘SORS’’), investment decreased by 2.5 per cent., private consumption decreased by 2.7 per cent. and government consumption decreased by 2.0 per cent. IMAD’s spring forecast projections for 2014 estimate that investment will decrease by 0.5 per cent., private consumption by 0.4 per cent. and government consumption by 1.5 per cent. A significant decline in the economic growth of any of Slovenia’s major trading partners, in particular Germany, Italy, Austria, Croatia and the other EU member states, as well as Serbia, could also have a materially negative impact on Slovenia’s balance of trade and adversely affect its economic growth prospects. Slovenia’s economy is also subject to the risk of further deterioration in domestic demand, which has not recovered from the recession in 2009 and continues to decline and credit conditions have been tight following the economic recession. For example, debt to equity ratios for the corporate sector decreased from 165 per cent. in 2008 to 135 per cent. in 2012. Increasing unemployment could also further weaken private and household consumption. Similarly, reduced government consumption as a result of fiscal consolidation and austerity measures may constrain growth. Moreover, Slovenia’ s economy is vulnerable to the effects of certain natural disasters, such as flooding, which has occurred in certain regions in recent years, and other adverse weather. Deterioration in the investment environment and investment inflows as a result of domestic or external conditions, including adverse tax conditions, natural disasters, increased corruption, or weakened investor sentiment, could also limit future growth prospects. In addition, because international investors’ reactions to the events occurring in one market may cause a ‘‘contagion’’ effect, in which an entire region or class of investment is considered to be less attractive by international investors, Slovenia could be adversely affected by negative economic or financial developments in neighbouring European countries or countries with credit ratings similar to those of Slovenia. While concerns over credit risk (including that of sovereigns), the large amount of sovereign debt and the fiscal deficits of several European countries have been somewhat mitigated recently, the default, or a significant decline in the credit rating, of one or more sovereigns or financial institutions, or any EU or Eurozone exits (or threats thereof), could cause severe stress in the financial system generally and could adversely affect the global financial markets in ways that are difficult to predict. A slow or delayed recovery of the Eurozone economy could cause Slovenian companies to face difficulties in accessing funding from domestic banks and/or the domestic or international capital markets. Recent efforts by European leaders to find a lasting solution to market concerns about certain European countries’ ability to repay their debt have produced bail-out packages and restructuring agreements for a number of these sovereign debtors. These include agreements with certain EU member countries which have adopted fiscal austerity plans and the imposition of losses on uninsured depositors, to address concerns over their credit profiles. Despite these efforts, doubts remain over the successful implementation of these measures and the continued stability of the European monetary system and economy. While the concerns raised by the developments described above about the ongoing viability of the euro currency and the Economic and Monetary Union of the EU (the ‘‘EMU’’) have eased in recent months, there remains the possibility that they could lead to the re-introduction of individual currencies in one or more EU Member States, or, in more extreme circumstances, the possible dissolution of the EMU entirely. The exit of one or more EU Member States from the EMU or the

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD dissolution of the EMU could have a material adverse effect on the European and global economies, including Slovenia, and cause a redenomination of financial instruments or other contractual obligations from the Euro to a different currency. Global markets continue to record high levels of volatility and uncertainty. In March 2013, the EU and the International Monetary Fund (the ‘‘IMF’’) agreed to a package of A10 billion in state aid for the banking industry in Cyprus. Prospective investors should take into account the uncertainty as to how the Eurozone crisis, the global financial and economic crisis and the wider economic situation will develop over time. Furthermore, in the event of weaker than budgeted growth, driven by either reduced external or domestic demand, the Government may need to implement further cost reduction or revenue raising measures in order to meet the general Government deficit-to-GDP ratio target for 2014 of 3.2 per cent., which may adversely affect economic growth. The revised budget for 2013 had envisaged a deficit-to-GDP ratio of 4.0 per cent. assuming that no bank recapitalisations would be required. However, as a result of additional expenditures associated with bank recapitalisations undertaken in December 2013, figures indicate that the total Government deficit in 2013 amounted to 14.7 per cent. of GDP. There can be no assurance that any of the factors described above will not have a negative impact on the Slovenian economy. Any continuation or worsening of the economic conditions in Slovenia and/or neighbouring countries may adversely affect the financial viability of the Group’s oil products and energy businesses and result in a significant decrease in the demand for the Group’s products, any of which could have a material adverse effect on the Group’s financial condition and results of operations.

Slovenia’s credit rating has been downgraded in recent years and could be downgraded in the future As the situation in the international financial markets deteriorated significantly in the second half of 2011, and doubts over the sustainability of the Eurozone increased, the main ratings agencies downgraded the credit ratings of a number of EU sovereigns, including Slovenia. Further sovereign downgrades occurred in 2012 and 2013, with Slovenia being downgraded by S&P in 2012 to A with a negative outlook from A+ with a negative outlook, and in 2013 to A- with a stable outlook. In 2012, Moody’s downgraded Slovenia to Baa2 with a negative outlook from A2 with a negative outlook, and Fitch to A- with a negative outlook from A with a negative outlook. On 30 April 2013, Moody’s announced that it was further downgrading Slovenia’s government bond rating to Ba1 from Baa2 and retaining its negative outlook. On 17 May 2013, Fitch also downgraded Slovenia’s government bond rating to BBB+ with a negative outlook. On 8 November 2013, Fitch affirmed this rating and outlook. In January 2014, Moody’s changed Slovenia’s outlook from negative to stable, and S&P confirmed its rating of A- with a stable outlook, while Fitch changed Slovenia’s outlook from negative to stable in May 2014. In downgrading Slovenia’s credit rating, these agencies cited factors constraining Slovenia’s creditworthiness, such as (i) poor growth prospects for export reliant countries such as Slovenia and sluggish growth in the Eurozone, (ii) rising policy-implementation risks and (iii) delays in implementing measures to stabilise the banking sector. The resulting higher interest rates for sovereign debt have disrupted national economies and the risk of a more protracted credit crisis and a squeeze on liquidity has risen significantly. A negative outlook on Slovenia’s ratings by any of the rating agencies indicates that Slovenia’s ratings could be lowered further on the occurrence of certain events discussed by the rating agencies in their respective reports. A further downgrade of sovereign debt ratings, including those of Slovenia, or a continuation of the Eurozone crisis may result in an increased risk of further deleveraging and credit contraction which could have a materially negative effect on the Slovenian economy and could have a negative impact on investor confidence in Slovenia or on the ability of companies operating within Slovenia to raise capital from the external debt markets in the future, and, as a result, could also have a material adverse effect on the Group’s financial condition and results of operations.

The Slovenian banking system has undergone extensive recapitalisation in the recent past and continues to experience difﬁculties relating to capital adequacy, asset quality and liquidity, each of which may have an adverse effect on the growth prospects for the Slovenian economy as a whole and the ability of corporates operating within Slovenia to obtain funding from banks The Slovenian banking system has a number of systemic weaknesses which are currently in the process of being remedied by the Bank of Slovenia in cooperation with the Slovenian Ministry of Finance. One such weakness in the Slovenian banking sector is the proportion of non-performing

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD loans, which stood at 13.4 per cent. as at 31 December 2013, representing a one per cent. decrease from 14.4 per cent. as at 31 December 2012. The majority of non-performing loans in the Slovenian banking sector are concentrated in the non-financial corporate sector in which the Group and a number of its wholesale or retail-corporate customers operate. As at 31 December 2013, the proportion of corporate non-performing loans was 24.0 per cent. Non-performing loans may increase further which could result in higher than expected costs of lending which could, in effect, be passed on to customers. Expectations of further asset quality deterioration could also prompt banks to reduce their lending activities which may, in turn, have an adverse effect on growth prospects for the economy as a whole and the corporate sector in particular, in which the Group and a number of its wholesale or retail-corporate customers operate. In June 2013, the Bank of Slovenia, in cooperation with the Slovenian Ministry of Finance, ordered an asset quality review of the banking system and the implementation of comprehensive stress tests. The capital shortfall at the banks covered by the review amounted to A4.778 billion under the adverse scenario. On 18 December 2013, after receiving the approval of the European Commission on state aid, the Government recapitalised and became the sole shareholder of five banks (i.e. Nova Ljubljanska banka, Nova Kreditna banka, Abanka, Probanka and Factor banka, the latter two of which have entered into an orderly wind-down process). The stress tests also indicated that a number of other banks may face a shortfall in available capital by the end of 2015. Such banks have been mandated by the Bank of Slovenia to strengthen their capital adequacy by increasing their income, achieving better loan recovery, redeeming collateral on non-performing loans, selling claims, transferring investments to companies in the same group, undergoing a capital increase, finding new investors and taking other measures by the end of 2014, or where this would be unrealistic, the deadline was extended on a case by case basis to the end of 2015. There is a risk that continued deterioration in the Slovenian banking system, including if banks are not able or willing to lend to its customers as a result of an increase in non-performing loans or because they are not able to improve their capital base to enable them to lend at affordable rates or at all, may have negative effects on liquidity and the Slovenian economy in general. Any restrictions on the Group or its customers’ ability to obtain funding, or a decrease in demand for the Group’s products due to a general economic slowdown or liquidity restrictions could have a material adverse effect on the Group’s operations, cash flow, prospects and financial condition.

Political changes in Slovenia could adversely affect the Group Alenka Bratusek, the Slovenian Prime Minister resigned on 5 May 2014. With her resignation, the entire cabinet of ministers lost their mandate also. The Government is now functioning as a caretaker Government until a new Government is formed. Following consultations with the political parties, the President of Slovenia has decided he will not propose a candidate for a new Prime Minister to attempt to assemble a majority in the National Assembly of Slovenia. The political parties and a number of members of parliament also did not propose their own candidate. Consequently, the President of Slovenia dissolved the National Assembly and called for early parliamentary elections to be held on 13 July 2014. Since the election date falls in a holiday period, several non-parliamentary political parties and civic groups announced that they will contest the date of election before the Constitutional Court of Slovenia. If such challenges are filed and the Constitutional Court of Slovenia ultimately decides to dismiss the election date of 13 July 2014, elections will most likely be held in September 2014. The outcome of these elections may have a significant impact on Slovenia’s political stability and may adversely affect its economy. Furthermore, no assurance can be given that the current reforms and policies will continue after such elections as the post-election administration may pursue different policies and priorities than the current administration (including in relation to state- owned companies that have shareholdings in the Company) and it may alter or reverse certain reforms or take actions that make domestic and foreign investment in Slovenia less attractive. Any significant changes in the political climate in Slovenia, including changes affecting the stability of the Government or involving a rejection, reversal or significant modification of policies, reforms in the banking sectors or other reforms, may have negative effects on the economy, government revenues or foreign reserves and, as a result, a material adverse effect on the Group’s financial condition and results of operations.

Slovenia may not succeed in implementing proposed or future fiscal, political and other reforms, and such failure may adversely affect its economy Slovenia is bound by EU legislation and is committed to pursuing structural reforms, such as fiscal consolidation, long-term reform of the pension system in an effort to make the pension deficit

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD sustainable in light of Slovenia’s ageing population and streamlining the segmented labour market. However, as discussed above, since the Government as of 5 May 2014 is functioning as a caretaker Government only, the ongoing reforms of Slovenia may not continue in the manner anticipated or within the expected timetable until a new Government with full authority is formed. There is no assurance that the new Government will continue with the reforms anticipated by the previous Government and it may subsequently reverse such reforms. The current Government’s privatisation agenda was launched in June 2013 by a decision of the National Assembly and laid the foundation for the sale of the Government’s direct or indirect interests in 15 companies and was subsequently amended on 5 December 2013. The privatisation agenda may be subject to delays due to the early parliamentary elections. On 28 March 2014, the Constitutional Court of Slovenia ruled that a real estate tax introduced by the Government was unconstitutional. The Government had previously estimated that the tax would generate additional revenue of A200 million in 2014 and is currently examining the available options to meet the deficit target by either raising other revenue or by cutting expenditure. As part of this effort, Slovenia may need to adopt a supplementary 2014 budget otherwise the budget deficit will increase. There is no assurance that a stable Government will be formed after the early Parliamentary elections on 13 July 2014. Further, any new Government formed after the early elections may encounter resistance in the implementation of any structural reforms or privatisation agenda that it may pursue, potentially facing opposition from groups such as trade unions, or as a result of unrest stemming from deteriorating economic conditions. The failure of a new Government to implement its contemplated reforms or the failure of these reforms to achieve their stated objectives may lead to a deterioration of general economic conditions. Furthermore, due to the nature and extent of these reforms, negative short-term effects on growth, employment and other key economic variables may occur before any positive long-term effects of any reforms are achieved which may have a material adverse effect on the Group’s financial condition and results of operations in the short- to medium- term.

Slovenia is a member of the EMU and, therefore, has limited ability to set monetary policy Slovenia is a member of the EMU and, therefore, has limited its ability to set monetary policy. Currently there are 18 ‘Stage Three’ EMU members who have transferred the power to set monetary policy to the European Central Bank (the ‘‘ECB’’). The powers of the ECB include the power to manage the monetary policy of the EMU member states, as well as to manage liquidity and stability of the financial system through open market operations, marginal lending facilities, reserve requirements and other policy instruments which may be available to the ECB in accordance with its constitutional documents. The ECB is an independent body. As a result, Slovenia does not have any power to directly influence any policy decisions made by the ECB. The ECB sets monetary policy with a view to the impact on the Eurozone as a whole. Therefore, where economic events are limited to Slovenia or do not affect the Eurozone as a whole, the ECB may not take such actions as may benefit Slovenia, in particular, or which might be necessary to alleviate the effects of a financial crisis within Slovenia. The inability of the government or treasury to develop and implement an independent monetary policy may contribute to a need to implement further structural reforms and financial consolidation measures to stabilise economic conditions. This may have a material adverse effect on the economy of Slovenia and, consequently, on the Group’s financial condition and results of operations.

Risks relating to the Notes The Notes may not be a suitable investment for all investors Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufﬁcient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular ﬁnancial situation, an investment in the Notes and the impact such investment will have on its overall investment portfolio;

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

Redemption by the Issuer The Issuer may, in the circumstances set out in Condition 6 of the terms and conditions of the Notes (the ‘‘Conditions’’ and references in this Prospectus to any numbered Condition being construed accordingly), redeem the Notes prior to their stated maturity date in the event of certain changes affecting taxes of the Republic of Slovenia or any other Relevant Jurisdiction (as deﬁned in the Conditions). The Issuer may also redeem or repurchase the Notes if 85 per cent. or more of the principal amount of the Notes have been redeemed or purchased following a Put Event (as deﬁned in the Conditions). Depending on prevailing market conditions at the time, an investor receiving the proceeds of such early redemption or repurchase of the Notes at their principal amount may not be able to reinvest those proceeds in a comparable security at an effective interest rate as high as that carried by the Notes.

Modification, waivers and substitution The Conditions contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority. The Conditions also provide that the Issuer may permit a modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Fiscal Agency Agreement without the consent of Noteholders, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders (See ‘‘Terms and Conditions of the Notes – Meetings of Noteholders and Modification – Modification of the Fiscal Agency Agreement’’).

EU Savings Directive EC Council Directive 2003/48/EC on the taxation of savings income (the ‘‘Savings Directive’’) requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entity established, in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015. The Council of the European Union has adopted a Directive (the ‘‘Amending Directive’’) which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017. If a payment were to be made or collected through an EU Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment pursuant to the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the taxation of savings income or any law

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD implementing or complying with, or introduced in order to conform to such Directive, neither the Issuer nor any Paying Agent (as defined in the Conditions) nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. Furthermore, once the Amending Directive is implemented and takes effect in EU Member States, such withholding may occur in a wider range of circumstances than at present, as explained above. The Issuer is required to maintain a Paying Agent with a specified office in an EU Member State that is not obliged to withhold or deduct tax pursuant to any law implementing the Savings Directive or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26- 27 November 2000, which may mitigate an element of this risk if the Noteholder or Couponholder is able to arrange for payment through such a Paying Agent. However, investors should choose their custodians and intermediaries with care, and provide each custodian and intermediary with any information that may be necessary to enable such persons to make payments free from withholding and in compliance with the Savings Directive. Investors who are in any doubt as to their position should consult their professional advisers.

Definitive Notes will not be issued in integral multiples of less than F100,000 The denominations of the Notes are A100,000 plus integral multiples of A1,000 in excess thereof, up to and including A199,000. Therefore it is possible that the Notes may be traded in amounts in excess of A100,000 that are not integral multiples of A100,000. In such a case a Noteholder who, as a result of trading such amounts, holds a principal amount of less than A100,000 will not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes such that it holds an amount equal to one or more denominations.

Risks related to the market generally Set out below is a brief description of certain market risks, including liquidity risk, interest rate risk and credit risk:

The secondary market generally The Notes may have no established trading market when issued, and one may never develop. If a market does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Although application has been made for the Notes to be admitted to listing on the Ofﬁcial List and to trading on the Market, there is no assurance that such application will be accepted or that an active trading market will develop. Illiquidity may have a severely adverse effect on the market value of Notes.

Interest rate risks Investment in the Notes, which are ﬁxed rate obligations, involves the risk that subsequent changes in market interest rates may adversely affect the value of the Notes.

Exchange rate risks and exchange and controls The Issuer will pay principal and interest on the Notes in euros. This presents certain risks relating to currency conversions if an investor’s ﬁnancial activities are denominated principally in a currency or currency unit other than euros.

Credit ratings may not reﬂect all risks The Notes are expected to be assigned a rating of BBB- by S&P. The rating assigned to the Notes may not reﬂect the potential impact of all risks related to factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal by the rating agency at any time. Any adverse change in an applicable credit rating could affect the trading price for the Notes.

As the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer. The Notes will be represented by the Global Notes and, except in certain limited circumstances described in the Permanent Global Note, investors will not be entitled to receive deﬁnitive Notes. The Global Notes will be deposited with the Common Safekeeper for Euroclear and Clearstream, Luxembourg. Euroclear and Clearstream, Luxembourg will maintain records of the beneﬁcial interests

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD in the Global Notes. While the Notes are represented by the Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. The Issuer will discharge its payment obligations under the Notes by procuring that payments are made to the Common Safekeeper for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes. Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies.

Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) the Notes are legal investments for it, (2) the Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of the Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the Notes under any applicable risk-based capital or similar rules.

There is a risk that the waiver of immunity from attachment granted by the Company in favour of Noteholders may be unenforceable and certain of the Company’s assets are immune from attachment under Slovenian law In the event that a claim under the Notes is brought against the Company in a Slovenian court, including a claim to enforce a judgment rendered against the Company whether inside or outside Slovenia, there is a risk that the Slovenian court may decide that the waiver of immunity from (among other things) attachment granted by the Company in favour of Noteholders in the Conditions is contrary to public policy and unenforceable. Certain assets owned by the Company, such as installations and working equipment that are necessary for the performance of the business of the Company, are immune from attachment unless the Company expressly consents to such enforcement at the time when enforcement is sought. In addition, according to the Slovenian Energy Act, certain assets owned by the Company, such as buildings, installations and energy infrastructure networks, which are necessary for the performance of a public utility service in accordance with the Slovenian Energy Act cannot be subject of enforcement except (i) in case of an enforcement for repayment of a claim arising from a borrowing used for the purchase of the asset or from a borrowing intended for the development of activity of public utility service or (ii) (possibly) unless the Company expressly consents to such enforcement at the time when enforcement is sought. Therefore, if the waiver of immunity from attachment is found to be unenforceable, a Noteholder will not be able to enforce a judgment against such assets unless (possibly) the Company expressly consents to such enforcement at the time when the enforcement is sought. In light of the above, Noteholders likely will not be able to enforce against certain of the Company’s assets in the event that they obtain judgment against the Company.

c110006pu020 Proof 6: 18.6.14_16:50 B/L Revision: 0 Operator ChoD TERMS AND CONDITIONS OF THE NOTES

The following is the text of the Conditions of the Notes which (subject to modification) will be endorsed on each Note in definitive form (if issued): The issue of the A265,000,000 3.250 per cent. Notes due 24 June 2019 (the ‘‘Notes’’, which expression shall in these terms and conditions (the ‘‘Conditions’’), unless the context otherwise requires, include any further notes issued pursuant to Condition 14 and forming a single series with the Notes) of Petrol d.d., Ljubljana (the ‘‘Issuer’’) was authorised by a resolution of the Issuer’s management board passed on 18 June 2014 and by a resolution of the Issuer’s supervisory board passed on 18 June 2014. A fiscal agency agreement dated 23 June 2014 (the ‘‘Fiscal Agency Agreement’’) has been entered into in relation to the Notes between the Issuer, Citibank N.A., London Branch as fiscal agent and the paying agents named in it. The fiscal agent and the paying agents for the time being are referred to below respectively as the ‘‘Fiscal Agent’’ and the ‘‘Paying Agents’’ (which expression shall include the Fiscal Agent). The Fiscal Agency Agreement includes the form of the Notes and the coupons relating to them (the ‘‘Coupons’’). Copies of the Fiscal Agency Agreement are available for inspection during normal business hours at the specified offices of the Paying Agents. The holders of the Notes (the ‘‘Noteholders’’) and the holders of the Coupons (whether or not attached to the relevant Notes) (the ‘‘Couponholders’’) are deemed to have notice of all the provisions of the Fiscal Agency Agreement applicable to them.

1 Form, Denomination and Title 1.1 Form and Denomination The Notes are in bearer form, serially numbered, in the denominations of A100,000 and integral multiples of A1,000 in excess thereof up to and including A199,000 each with Coupons attached on issue. No deﬁnitive Notes will be issued with a denomination above A199,000.

1.2 Title Title to the Notes and to the Coupons will pass by delivery.

1.3 Holder Absolute Owner The Issuer and any Paying Agent may (to the fullest extent permitted by applicable law) deem and treat the bearer of any Note or Coupon as the absolute owner for all purposes (whether or not the Note or Coupon shall be overdue and notwithstanding any notice of ownership or writing on the Note or Coupon or any notice of previous loss or theft of the Note or Coupon or of any trust or interest therein) and shall not be required to obtain any proof thereof or as to the identity of such bearer nor shall they be liable for so treating the bearer.

2 Status The Notes and the Coupons are direct, unconditional and (subject to the provisions of Condition 3) unsecured obligations of the Issuer and (subject as aforesaid) rank and will rank pari passu, without any preference among themselves. The payment obligations of the Issuer under the Notes and the Coupons shall at all times rank at least equally with all other outstanding unsecured and unsubordinated obligations of the Issuer, present and future, subject to laws of general application relating to creditors’ rights.

3 Negative Pledge 3.1 Negative Pledge So long as any of the Notes or Coupons remains outstanding (as deﬁned in the Fiscal Agency Agreement) the Issuer will not, and will ensure that none of its Subsidiaries will, create or have outstanding any mortgage, charge, lien, pledge or other security interest (including, without limitation, anything analogous to the foregoing under the laws of any relevant jurisdiction) (each a‘‘Security Interest’’) upon, or with respect to, the whole or any part of its present or future business, undertaking, assets or revenues (including any uncalled capital) to secure any Relevant Indebtedness or Guarantee of Relevant Indebtedness (each as deﬁned below), unless the Issuer, in the case of the creation of a Security Interest, before or at the same time and, in any other case, promptly, takes any and all action necessary to ensure that: 3.1.1 all amounts payable by it under the Notes and the Coupons are secured by the Security Interest(s) equally and rateably with the Relevant Indebtedness; or

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 3.1.2 such other security or other arrangement (whether or not it includes the giving of a Security Interest) is provided as is approved by an Extraordinary Resolution (as deﬁned in the Fiscal Agency Agreement) of the Noteholders.

3.2 Interpretation For the purposes of these Conditions: 3.2.1 ‘‘Guarantee’’ means, in relation to any Relevant Indebtedness of any Person, any obligation of another Person to pay or redeem such Relevant Indebtedness including (without limitation): (i) any obligation to purchase such Relevant Indebtedness; (ii) any obligation to lend or deliver money, to purchase or subscribe shares or other securities or to purchase assets or services in order to provide funds for the payment of such Relevant Indebtedness; (iii) any indemnity against the consequences of a default in the payment of such Relevant Indebtedness; and (iv) any other agreement to be responsible for such Relevant Indebtedness; 3.2.2 ‘‘Relevant Indebtedness’’ means any borrowings or other indebtedness of any Person having an original maturity of more than one year in the form of or represented by bonds, notes, debentures, debenture stock, loan stock, certificates or other debt securities which are or are intended to be or are capable of being listed, quoted or dealt in or traded on any stock exchange, over-the-counter or other organised market for securities (whether or not initially distributed by way of private placing); 3.2.3 ‘‘Person’’ means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; 3.2.4 ‘‘Subsidiary’’ means any company (i) in which the Issuer holds a majority of the voting rights or issued equity share capital (or equivalent) or (ii) of which the Issuer has the right to appoint or remove a majority of the board of directors or (iii) of which the Issuer controls a majority of the voting rights, and includes any company which is a Subsidiary of a Subsidiary of the Issuer; 3.2.5 ‘‘Group’’ means the Issuer and its Subsidiaries from time to time; and 3.2.6 ‘‘Material Subsidiary’’ means, at any time, a Subsidiary of the Issuer whose total assets or EBITDA (excluding intra-Group items) then equals 10 per cent. or more of the Group Total Assets or EBITDA of the Group. For this purpose: (i) the total assets or EBITDA of a Subsidiary of the Issuer will be determined from its latest annual financial statements (consolidated if it has Subsidiaries) upon which the Issuer’s latest annual audited consolidated financial statements have been based; (ii) if a Subsidiary of the Issuer becomes a member of the Group after the date on which the latest annual audited consolidated financial statements of the Issuer have been prepared, the total assets or EBITDA of that Subsidiary will be determined from its latest annual audited financial statements; (iii) the Group Total Assets or EBITDA of the Group will be determined from the Issuer’s latest annual audited consolidated financial statements, adjusted (where appropriate) to reflect the total assets or EBITDA of any company or business subsequently acquired or disposed of; and (iv) if a Material Subsidiary disposes of all or substantially all of its assets to another Subsidiary of the Issuer, it will immediately cease to be a Material Subsidiary and the other Subsidiary (if it is not already) will immediately become a Material Subsidiary; whether or not a Subsidiary is a Material Subsidiary in any subsequent Measurement Period after that disposal will be determined by reference to the subsequent annual financial statements of that Subsidiary and the Group.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD However: (A) the first determination of whether a company which becomes a Subsidiary of the Issuer after the issue of the Notes is or is not a Material Subsidiary shall be made by reference to its latest annual audited financial statements and the latest annual audited consolidated financial statements of the Group (as adjusted pursuant to (iii) above) as applicable, in each case for the financial year prior to the financial year of the Issuer in which the date of that company’s acquisition falls; and (B) if there is a dispute as to whether or not a company is a Material Subsidiary, a certificate of the auditors of the Issuer provided by the Issuer to the Fiscal Agent that in the auditors’ opinion a Subsidiary of the Issuer is or is not or was or was not at any particular time or throughout any specified period a Material Subsidiary, shall, in the absence of manifest error, be conclusive and binding on all parties. For the purposes of this definition, ‘‘total assets’’ of a company means total assets as they appear in the financial statements of that company (consolidated if prepared) less the aggregate of total intangible assets and total liabilities of that company (on a consolidated basis if applicable), calculated by reference to that company’s audited financial statements (consolidated if prepared). Where: ‘‘Group Total Assets’’ means total assets as they appear in the consolidated financial statements of the Issuer less the aggregate of total intangible assets and total liabilities of the Issuer on a consolidated basis, calculated by reference to the most recent annual audited consolidated financial statements of the Issuer. ‘‘EBITDA’’ means, in relation to any person and for any Measurement Period, operating profit plus cash dividends received from subsidiaries, associates and jointly controlled entities plus any depreciation and amortisation. For the purposes of the definition of Material Subsidiary, cash dividends received shall be calculated by reference to the relevant person’s cashflow statement and each of operating profit, depreciation and amortisation shall be calculated by reference to the relevant person’s consolidated (or, if that is not available, unconsolidated) income statement of profit and loss or profit and loss account, as applicable. ‘‘Measurement Period’’ means a period of 12 months ending on the last day of a financial year of the Issuer.

4 Interest 4.1 Interest Rate and Interest Payment Dates The Notes bear interest from and including 23 June 2014 at the rate of 3.250 per cent. per annum, payable annually in arrear instalments of A32.50 per A1,000 principal amount of Notes on 24 June in each year (each an ‘‘Interest Payment Date’’). The ﬁrst payment (representing a long ﬁrst coupon for the period from and including 23 June 2014 to but excluding 24 June 2015) shall be made on 24 June 2015 and shall amount to A32.589 per A1,000 principal amount of the Notes.

4.2 Interest Accrual Each Note will cease to bear interest from and including its due date for redemption unless, upon due presentation, payment of the principal in respect of the Note is improperly withheld or refused or unless default is otherwise made in respect of payment. In such event it shall continue to bear interest at such rate (both before and after judgment) until whichever is the earlier of (a) the day on which all sums due in respect of such Note up to that day are received by or on behalf of the relevant holder and (b) the day seven days after the Fiscal Agent has notiﬁed Noteholders of receipt of all sums due in respect of all the Notes up to that seventh day (except to the extent that there is failure in the subsequent payment to the relevant holders under these Conditions). In these Conditions, the period beginning on and including 23 June 2014 and ending on but excluding the ﬁrst Interest Payment Date and each successive period beginning on and including an Interest Payment Date and ending on but excluding the next succeeding Interest Payment Date is called an ‘‘Interest Period’’.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 4.3 Calculation of Broken Interest When interest is required to be calculated in respect of a period of less than an Interest Period, it shall be calculated on the basis of (a) the actual number of days in the relevant period from and including the date from which interest begins to accrue (the ‘‘Accrual Date’’) to but excluding the date on which it falls due divided by (b) the actual number of days from and including the Accrual Date to but excluding the next following Interest Payment Date.

5 Payments 5.1 Payments in respect of Notes and Coupons Payments of principal and interest (other than interest due on an Interest Payment Date) in respect of each Note will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the Note, except that payments of interest due on an Interest Payment Date will be made against presentation and surrender (or, in the case of part payment only, endorsement) of the relevant Coupon, in each case at the speciﬁed ofﬁce outside the United States of any of the Paying Agents.

5.2 Method of Payment Payments will be made by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) speciﬁed by the payee or, at the option of the payee, by euro cheque.

5.3 Missing Unmatured Coupons Each Note should be presented for payment together with all related unmatured Coupons, failing which the full amount of any relative missing unmatured Coupon (or, in the case of payment not being made in full, that proportion of the full amount of the missing unmatured Coupon which the amount so paid bears to the total amount due) will be deducted from the amount due for payment. Each amount so deducted will be paid in the manner mentioned above against presentation and surrender (or, in the case of part payment only, endorsement) of the relative missing Coupon at any time before the expiry of ten years after the Relevant Date (as deﬁned in Condition 7) in respect of the relevant Note (whether or not the Coupon would otherwise have become void pursuant to Condition 8) but not thereafter.

5.4 Payments subject to Applicable Laws Payments in respect of principal and interest will be subject in all cases to any ﬁscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 7. No commissions or expenses shall be charged to the Noteholders or Couponholders in respect of such payments.

5.5 Payment only on a Presentation Date A holder shall be entitled to present a Note or Coupon for payment only on a Presentation Date and shall not, except as provided in Condition 4, be entitled to any further interest or other payment if a Presentation Date is after the due date. ‘‘Presentation Date’’ means a day which (subject to Condition 8): (a) is or falls after the relevant due date; (b) is a Business Day in the place of the speciﬁed ofﬁce of the Paying Agent at which the Note or Coupon is presented for payment1; and (c) in the case of payment by credit or transfer to a euro account as referred to above, is a TARGET2 Settlement Day. In these Conditions, ‘‘Business Day’’ means, in relation to any place, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in that place and ‘‘TARGET2 Settlement Day’’ means any day on which the Trans-European Automated Real- Time Gross Settlement Express Transfer (‘‘TARGET2’’) System which was launched on 19 November 2007, or any successor thereto, is open.

1 To be switched off in global

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 5.6 Initial Paying Agents The names of the initial Paying Agents and their initial speciﬁed ofﬁces are set out at the end of these Conditions. The Issuer reserves the right at any time to vary or terminate the appointment of any Paying Agent and to appoint additional or other Paying Agents provided that:

5.6.1 there will at all times be a Fiscal Agent;

5.6.2 there will at all times be at least one Paying Agent (which may be the Fiscal Agent) having its speciﬁed ofﬁce in a European city outside of the jurisdiction in which the Issuer is incorporated; and

5.6.3 the Issuer maintains a Paying Agent with a speciﬁed ofﬁce in a Member State of the European Union that is not obliged to withhold or deduct tax pursuant to any law implementing European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000.

Notice of any termination or appointment and of any changes in speciﬁed ofﬁces will be given to the Noteholders promptly by the Issuer in accordance with Condition 11.

6 Redemption and Purchase

6.1 Redemption at Maturity Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Notes at their principal amount on 24 June 2019.

6.2 Redemption for Taxation Reasons If:

6.2.1 as a result of any change in, or amendment to, the laws or regulations of a Relevant Jurisdiction (as deﬁned in Condition 7), or any change in the application or ofﬁcial interpretation of the laws or regulations of a Relevant Jurisdiction, which change or amendment becomes effective after 19 June 2014, on the next Interest Payment Date the Issuer would be required to pay additional amounts as provided or referred to in Condition 7; and

6.2.2 the requirement cannot be avoided by the Issuer taking reasonable measures available to it,

the Issuer may at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 11 (which notice shall be irrevocable), redeem all the Notes, but not some only, at any time at their principal amount together with interest accrued to but excluding the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 6.2, the Issuer shall deliver to the Fiscal Agent a certiﬁcate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred, and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment.

No such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts if a payment in respect of the Notes were then due.

6.3 Redemption at the option of the Noteholders If at any time while any Notes remain outstanding there occurs a Change of Control (as deﬁned below) together with a Negative Rating Event (as deﬁned below), a ‘‘Put Event’’ will be deemed to occur.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD For the purposes of this Condition: ‘‘Acting in Concert’’ means acting together pursuant to an agreement or understanding (whether formal or informal). A‘‘Change of Control’’ shall be deemed to have occurred if any person or group of persons (‘‘Relevant Person(s)’’) Acting in Concert gains Control of the Issuer, provided that a Change of Control shall not (i) include Control exercisable by the Republic of Slovenia, or by any entity or entities (together or individually) Controlled by the Republic of Slovenia from time to time; or (ii) be deemed to have occurred if the shareholders of the Relevant Person(s) are the same persons who constitute all of the shareholders of the Issuer. ‘‘Change of Control Period’’ means the period commencing on the Relevant Announcement Date (as defined below) and ending 90 days after the Change of Control (or such longer period for which the Notes are under consideration (such consideration having been announced publicly within the period ending 90 days after the Change of Control) for rating review or, as the case may be, rating by a Rating Agency, such period not to exceed 60 days after the public announcement of such consideration). ‘‘Control’’ of an entity means (i) holding a majority of the voting rights or issued equity share capital (or equivalent) of such entity or (ii) having the right to appoint or remove a majority of the board of directors (or equivalent) of such entity or (iii) controlling a majority of the voting rights of such entity. A‘‘Failure to Obtain Rating Event’’ shall be deemed to have occurred if at such time as there is no rating assigned to the Notes by a Rating Agency (i) the Issuer does not, either prior to, or not later than 21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of Control Period use all reasonable endeavours to obtain, a rating of the Notes, or any other unsecured and unsubordinated debt of the Issuer or (ii) if the Issuer does so seek and use such endeavours, it is unable to obtain such a rating of at least investment grade by the end of the Change of Control Period. A‘‘Negative Rating Event’’ shall be deemed to have occurred if, on the date (the ‘‘Relevant Announcement Date’’) that is the earlier of (1) the date of the first public announcement of the relevant Change of Control and (2) the date of the earliest Relevant Potential Change of Control Announcement (if any) the Notes carry: (i) an investment grade credit rating (Baa3/BBB-, or their respective equivalents, or better), from any Rating Agency whether provided by such Rating Agency at the invitation of the Issuer or by its own volition and such rating is, within the Change of Control Period, either downgraded to a non-investment grade credit rating (Ba1/BB+, or their respective equivalents, or worse) (a ‘‘Non-Investment Grade Rating’’) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded to an investment grade credit rating by such Rating Agency; or (ii) a Non-Investment Grade Rating from any Rating Agency whether provided by such Rating Agency at the invitation of the Issuer or by its own volition and such rating is, within the Change of Control Period, either downgraded by one or more rating categories (being from Ba1 to Ba2 or such similar lowering) or withdrawn and is not, within the Change of Control Period, subsequently (in the case of a downgrade) upgraded to its earlier credit rating or better by such Rating Agency; or (iii) no credit rating and a Failure to Obtain Rating Event also occurs within the Change of Control Period, provided that if at the time of the occurrence of the Change of Control the Notes carry a credit rating from more than one Rating Agency, at least one of which is investment grade, then only sub paragraph (i) will apply; and in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (i) and (ii) above or not to award a credit rating of at least investment grade as described in paragraph (ii) of the definition of Failure to Obtain Rating Event above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control or the Relevant Potential Change of Control Announcement.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD ‘‘Rating Agency’’ means Moody’s Investors Service, Inc. (‘‘Moody’s’’), Fitch Ratings Ltd. (‘‘Fitch’’) or Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies Inc. (‘‘S&P’’) or any of their respective successors or any rating agency (a ‘‘Substitute Rating Agency’’) substituted for any of them by the Issuer from time to time. ‘‘Relevant Potential Change of Control Announcement’’ means any public announcement or statement by the Issuer, any actual or potential bidder or any adviser acting on behalf of any actual or potential bidder relating to any potential Change of Control where within 180 days following the date of such announcement or statement, a Change of Control occurs. If a Put Event occurs, the holder of each Note will have the option (a ‘‘Put Option’’) (unless prior to the giving of the relevant Put Event Notice (as defined below) the Issuer has given notice of redemption under Condition 6.2 (Redemption for Taxation Reasons) above) to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) that Note on the Put Date (as defined below) at its principal amount together with (or where purchased, together with an amount equal to) interest accrued to (but excluding) the Put Date. Promptly upon (and in any event within 14 days after) the Issuer becoming aware that a Put Event has occurred the Issuer shall give notice (a ‘‘Put Event Notice’’) to the Noteholders in accordance with Condition 11 (Notices to the Noteholders) specifying the nature of the Put Event and the procedure for exercising the Put Option. To exercise the Put Option, the holder of a Note must deposit such Note with any Paying Agent at its specified office at any time during normal business hours of such Paying Agent falling within the period (the ‘‘Put Period’’) of 30 days after a Put Event Notice is given, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a ‘‘Put Notice’’). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven Business Days (as defined in Condition 5.5) after the expiration of the Put Period (the ‘‘Put Date’’), failing which the Paying Agent will require payment from or on behalf of the Noteholder of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed to the Noteholder against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 10 (Replacement of Notes and Coupons)) at any time after such payment, but before the expiry of the period of five years from the date on which such Coupon would have become due, but not thereafter. The Paying Agent to which such Note and Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Put Notice, once given, shall be irrevocable. For the purposes of these Conditions, receipts issued pursuant to this Condition 6.3 (Redemption at the option of the Noteholders) shall be treated as if they were Notes. The Issuer shall redeem or purchase (or procure the purchase of) the relevant Notes on the Put Date unless previously redeemed (or purchased) and cancelled. If 85 per cent. or more in principal amount of the Notes then outstanding have been redeemed or purchased pursuant to this Condition 6.3 (Redemption at the option of the Noteholders), the Issuer may, on giving not less than 30 nor more than 60 days’ notice to the Noteholders (such notice being given within 45 days after the Put Date), redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at their principal amount, together with interest accrued to (but excluding) the date fixed for such redemption or purchase.

6.4 Redemption at the option of the Issuer Unless a Put Event Notice has been given pursuant to Condition 6.3, the Issuer may, at any time, on giving not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 11 (which notice shall be irrevocable and shall specify the date ﬁxed for redemption (the ‘‘Optional Redemption Date’’)), redeem all, but not some only, of the Notes at a redemption price per Note equal to the higher of the following, in each case together with interest accrued to but excluding the Optional Redemption Date: (i) the principal amount of the Note; and

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD (ii) the sum of the then current values of the remaining scheduled payments of principal and interest (not including any interest accrued on the Notes to, but excluding, the Optional Redemption Date) discounted to the Optional Redemption Date on an annual basis (based on the actual number of days elapsed divided by 365 or (in the case of a leap year) by 366) at the Reference Dealer Rate (as defined below) plus 0.45 per cent., in each case as determined by the Determination Agent. Any notice of redemption given under this Condition 6.4 will override any notice of redemption given (whether previously, on the same date or subsequently) under Condition 6.2. In this Condition: ‘‘Determination Agent’’ means a recognised credit or financial services institution of international standing as selected by the Issuer; ‘‘Reference Dealers’’ means five credit institutions or financial services institutions that regularly deal in bonds and other debt securities as selected by the Determination Agent after consultation with the Issuer; ‘‘Reference Dealer Rate’’ means with respect to the Reference Dealers and the Optional Redemption Date, the average of the five quotations of the mid-market annual yield to maturity of the Reference Stock quoted in writing to the Issuer by the Reference Dealers or, if the Determination Agent is only able to obtain fewer than five such Reference Dealer quotations, the average of all such Reference Dealer quotations, at 11.00 a.m. Central European time on the third business day in London preceding the Optional Redemption Date; and ‘‘Reference Stock’’ means the 0.5 per cent. German Bundesobligationen due April 2019 (ISIN: DE0001141695) or, if such obligation is no longer outstanding, a similar security as the Determination Agent may, with the advice of the Reference Dealers, determine to be appropriate..

6.5 No other redemption The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Conditions 6.1, 6.2 and 6.3 above.

6.6 Purchases The Issuer or any of its Subsidiaries (as deﬁned above) may at any time purchase Notes in the open market or otherwise (provided that all unmatured Coupons appertaining to the Notes are purchased with the Notes) in any manner and at any price. The Notes so purchased, while held by or on behalf of the Issuer or any such Subsidiary, shall not entitle the holder to vote at any meetings of the Noteholders and shall not be deemed to be outstanding for the purposes of calculating quorums at meetings of the Noteholders or for the purposes of Condition 13.1.

6.7 Cancellations All Notes which are redeemed will forthwith be cancelled, together with all related unmatured Coupons attached to the Notes or surrendered with the Notes. All Notes which are purchased by or on behalf of the Issuer or any of its Subsidiaries may be held, reissued, resold or, at the option of the Issuer or any such Subsidiary cancelled, together with all related unmatured Coupons attached to the Notes or surrendered with the Notes. Any Notes which are cancelled may not be reissued or resold.

6.8 Notices Final Upon the expiry of any notice as is referred to in paragraph 6.2 above the Issuer shall be bound to redeem the Notes to which the notice refers in accordance with the terms of such paragraph.

7 Taxation 7.1 Payment without Withholding All payments of principal and interest in respect of the Notes and the Coupons by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature (‘‘Taxes’’) imposed, levied, collected, withheld or assessed by or on behalf of the

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Relevant Jurisdiction, unless the withholding or deduction of the Taxes is required by law. In that event, the Issuer will pay such additional amounts as may be necessary in order that the net amounts received by the Noteholders and Couponholders after the withholding or deduction shall equal the respective amounts which would have been receivable in respect of the Notes or, as the case may be, Coupons in the absence of the withholding or deduction, except that no such additional amounts shall be payable in relation to any payment in respect of any Note or Coupon: 7.1.1 presented for payment by or on behalf of a holder who is liable to the Taxes in respect of the Note or Coupon by reason of its having some connection with the Relevant Jurisdiction other than the mere holding of the Note or Coupon; or 7.1.2 where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26- 27 November 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or 7.1.3 presented for payment by or on behalf of a holder who would have been able to avoid such withholding or deduction by presenting the relevant Note or Coupon to another Paying Agent in a Member State of the European Union; or 7.1.4 presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that a holder would have been entitled to additional amounts on presenting the same for payment on the last day of the period of 30 days assuming, whether or not such is in fact the case, that day to have been a Presentation Date (as defined in Condition 5). Notwithstanding anything to the contrary in the preceding paragraph, each of the Issuer, any Paying Agent or any other person making payments on behalf of the Issuer shall be entitled to deduct and withhold as required, and shall not be required to pay any additional amounts with respect to any such withholding or deduction imposed on or in respect of any Note or Coupon, pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (‘‘FATCA’’), any treaty, law, regulation or other official guidance enacted by any jurisdiction implementing FATCA, or any agreement between the Issuer, any Paying Agent or any other person and the United States or any jurisdiction implementing FATCA.

7.2 Interpretation In these Conditions: 7.2.1 ‘‘Relevant Date’’ means the date on which the payment ﬁrst becomes due but, if the full amount of the money payable has not been received by the Fiscal Agent on or before the due date, it means the date on which, the full amount of the money having been so received, notice to that effect has been duly given to the Noteholders by the Issuer in accordance with Condition 11; and 7.2.2 ‘‘Relevant Jurisdiction’’ means the Republic of Slovenia or any political subdivision or any authority thereof or therein having power to tax or any other jurisdiction or any political subdivision or any authority thereof or therein having power to tax to which the Issuer becomes subject in respect of payments made by it of principal and interest on the Notes and Coupons.

7.3 Additional Amounts Any reference in these Conditions to any amounts in respect of the Notes shall be deemed also to refer to any additional amounts which may be payable under this Condition.

8 Prescription Claims in respect of principal and interest will become void unless presentation for payment is made as requested by Condition 6 within periods of ten years (in the case of principal) and ﬁve years (in the case of interest) from the Relevant Date in respect of the Notes or, as the case may be, the Coupons.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 9 Events of Default 9.1 Events of Default If any of the following events occurs (‘‘Events of Default’’ and each an ‘‘Event of Default’’): 9.1.1 if default is made in the payment of any principal or interest due in respect of the Notes or any of them and, in the case of interest, the default continues for a period of ten Business Days; or 9.1.2 if the Issuer fails to perform or observe any of its other obligations under these Conditions and such failure is incapable of remedy or the failure continues for a period of 30 days following notice of such failure having been given to the Fiscal Agent by any Noteholder; or 9.1.3 if any Indebtedness of the Issuer or a Subsidiary is not paid when due after the expiration of any originally applicable grace period, or any Indebtedness of the Issuer or a Subsidiary is declared to be or otherwise becomes due and payable prior to its specified maturity or the Issuer or any of its Subsidiaries fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any Indebtedness, provided, however, that no Event of Default shall have occurred if the aggregate amount of such Indebtedness, guarantees or indemnities (or its equivalent in another currency on the basis of the middle spot rate for the relevant currency against the euro as quoted by any leading bank on the day on which this Condition operates) which is not paid when due (after the expiration of any originally applicable grace period) or of such Indebtedness which is declared to be and otherwise becomes due and payable prior to its specified maturity date is equal to or less than A50 million; or 9.1.4 if one or more final and binding judgment(s) or order(s) for the payment of any amount in excess of A50 million (or its equivalent in another currency on the basis of the middle spot rate for the relevant currency against the euro as quoted by any leading bank on the day on which this Condition operates) is rendered against the Issuer or any of its Subsidiaries and continue(s) unsatisfied and unstayed for a period of 30 days after the date(s) thereof or, if later, the date therein specified for payment or is not contested in good faith by the Issuer or any such Subsidiary within a period of 30 days after the date(s) thereof with such contesting in good faith continuing thereafter; or 9.1.5 it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes; or 9.1.6 if any order is made by any competent court or a resolution is passed for the winding up, liquidation or dissolution of the Issuer or a Material Subsidiary save (i) for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders, or (ii) (in respect of a Material Subsidiary) for the purposes of a reorganisation whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries; or 9.1.7 if the Issuer or a Material Subsidiary ceases or threatens to cease to carry on the whole or a substantial part of its business, save (i) for the purposes of reorganisation on terms approved by an Extraordinary Resolution of the Noteholders, or (ii) (in respect of a Material Subsidiary) for the purposes of a reorganisation whereby the undertaking and assets of the Material Subsidiary are transferred to or otherwise vested in the Issuer or another of its Subsidiaries, or the Issuer or a Material Subsidiary stops or threatens to stop payment of, or is unable to, or admits its inability to, pay its debts (or any class of its debts) as they fall due or is adjudicated or found (or could be deemed by law or a court to be) bankrupt or insolvent; or 9.1.8 if (i) proceedings are initiated against the Issuer or a Material Subsidiary under any applicable liquidation, insolvency, composition, reorganisation or other similar laws or an application is made (or documents filed with a court) for the appointment of an administrative or other receiver, manager, administrator or other similar official, or an administrative or other receiver, manager, administrator or other similar official is appointed, in relation to the Issuer or a Material Subsidiary or, as the case may be, in relation to the whole or any part of the undertaking or assets of the Issuer or a Material Subsidiary or an encumbrancer takes possession of the whole or any part of the undertaking or assets of the Issuer or a Material Subsidiary, or a distress, execution,

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD attachment, sequestration or other process is levied, enforced upon, sued out or put in force against the whole or any part of the undertaking or assets of the Issuer or a Material Subsidiary, and (ii) in any such case (other than the appointment of an administrator or an administrative receiver appointed following presentation of a petition for an administration order) unless initiated by the relevant company, is not discharged within 90 days; or 9.1.9 if the Issuer or a Material Subsidiary (or its directors or shareholders) initiates or consents to judicial proceedings relating to itself under any applicable liquidation, insolvency, composition, reorganisation or other similar laws (including the obtaining of a moratorium) or makes a conveyance or assignment for the benefit of, or enters into any composition or other arrangement with, its creditors generally (or any class of its creditors) or any meeting is convened to consider a proposal for an arrangement or composition with its creditors generally (or any class of its creditors); or 9.1.10 if any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of its Subsidiaries becomes enforceable and any step is taken to enforce it or a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or any part of the undertaking, assets and revenues of the Issuer or any Subsidiary where the value of the undertaking, assets and revenues in question exceeds A50 million (or its equivalent in another currency); or 9.1.11 if any event occurs which, under the laws of any Relevant Jurisdiction, has or may have an analogous effect to any of the events referred to in paragraphs 9.1.6 to 9.1.10 above; or 9.1.12 if any action, condition or thing at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of, the Notes, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Notes and the Coupons admissible in evidence in the courts of the Republic of Slovenia, is not taken, fulfilled or done, then the holders of not less than 25 per cent. in aggregate principal amount of the Notes then outstanding may, by notice in writing given to the Fiscal Agent at its specified office by such holders, declare the Notes immediately due and payable. Upon any such declaration, the principal, interest and any additional amounts payable on the Notes will become immediately due and payable on the date the Issuer receives written notice of the declaration without further formality unless such event of default shall have been remedied prior to the receipt of such notice by the Fiscal Agent. Notice of any such declaration shall promptly be given to all other Noteholders by the Issuer.

9.2 Interpretation For the purposes of this Condition: 9.2.1 ‘‘Indebtedness’’ means any indebtedness (whether being principal, premium, interest or other amounts) present or future for or in respect of any notes, bonds, debentures, debenture stock, loan stock or other debt securities or any borrowed money or any liability under or in respect of any acceptance or acceptance credit.

10 Replacement of Notes and Coupons Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the speciﬁed ofﬁce of any Paying Agent subject to all applicable laws and stock exchange or other relevant authority requirements, upon payment by the claimant of the expenses incurred in connection with the replacement and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

11 Notices to the Noteholders All notices regarding the Notes will be deemed to be validly given if published (a) in a leading English language daily newspaper of general circulation in London (which is expected to be the Financial Times) and (b) if and for so long as the Notes are admitted to trading on, and listed on the Ofﬁcial List of, the Irish Stock Exchange and the rules of the Irish Stock Exchange so

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD require, via the Companies Announcement Office of the Irish Stock Exchange. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules and regulations of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. Couponholders will be deemed for all purposes to have notice of the contents of any notice given to the Noteholders in accordance with this paragraph.

12 Substitution The Issuer, or any previous substituted company, may at any time, without the consent of the Noteholders or the Couponholders, substitute for itself (or any previous substitute under this Condition) as principal debtor under the Notes and the Coupons any Subsidiary of the Issuer or its successor in business (the ‘‘Substitute’’), provided that no payment in respect of the Notes or the Coupons is at the relevant time overdue. The substitution shall be made by a deed poll (the ‘‘Deed Poll’’), to be substantially in the form exhibited to the Fiscal Agency Agreement, and may take place only if (i) the Substitute shall, by means of the Deed Poll, agree to indemnify each Noteholder and Couponholder against any tax, duty, assessment or governmental charge which is imposed on it by (or by any authority in or of) the jurisdiction of the country of the Substitute’s residence for tax purposes and, if different, of its incorporation with respect to any Note or Coupon and which would not have been so imposed had the substitution not been made, as well as against any tax, duty, assessment or governmental charge, and any cost or expense, relating to the substitution, (ii) the obligations of the Substitute under the Deed Poll, the Notes and the Coupons shall be unconditionally guaranteed by the Issuer by means of the Deed Poll, (iii) all action, conditions and things required to be taken, fulfilled and done (including the obtaining of any necessary consents) to ensure that the Deed Poll, the Notes and Coupons represent valid, legally binding and enforceable obligations of the Substitute and in the case of the Deed Poll of the Issuer have been taken, fulfilled and done and are in full force and effect, (v) the Substitute shall have become party to the Fiscal Agency Agreement, with any appropriate consequential amendments, as if it had been an original party to it, (vi) legal opinions addressed to the Noteholders shall have been delivered to them (care of the Fiscal Agent) from a lawyer or firm of lawyers with a leading securities practice in each jurisdiction referred to in (i) above and in England as to the fulfilment of the preceding conditions of this Condition 12 and (vii) the Issuer shall have given at least 14 days’ prior notice of such substitution to the Noteholders, stating that copies, or pending execution the agreed text, of all documents in relation to the substitution which are referred to above, or which might otherwise reasonably be regarded as material to Noteholders, will be available for inspection at the specified office of each of the Paying Agents. References in Condition 9 to obligations under the Notes shall be deemed to include obligations under the Deed Poll, and, where the Deed Poll contains a guarantee, the events listed in Condition 9 shall be deemed to include that guarantee not being (or being claimed by the guarantor not to be) in full force and effect and the provisions of Conditions 9.1.3 to 9.1.12 inclusive shall be deemed to apply in addition to the guarantor.

13 Meetings of Noteholders and Modiﬁcation

13.1 Meetings of Noteholders The Fiscal Agency Agreement contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the modiﬁcation or abrogation by Extraordinary Resolution of any of these Conditions. Such a meeting may be convened by Noteholders holding not less than 10 per cent. in principal amount of the Notes for the time being outstanding. The quorum at any meeting for passing an Extraordinary Resolution will be one or more persons present holding or representing more than 50 per cent. in principal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons present whatever the principal amount of the Notes held or represented by him or them, except that, at any meeting the business of which includes the modiﬁcation or abrogation of certain of the provisions of these Conditions, the necessary quorum for passing an Extraordinary Resolution will be one or more persons present holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, of the principal

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD amount of the Notes for the time being outstanding. An Extraordinary Resolution passed at any meeting of the Noteholders will be binding on all Noteholders, whether or not they are present at the meeting, and on all Couponholders. The Fiscal Agency Agreement provides that a resolution in writing signed for the time being by or on behalf of the holders of not less than three-quarters in principal amount of the Notes outstanding shall for all purposes be as valid and effective as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

13.2 Modification of Fiscal Agency Agreement The Issuer shall only permit any modification of, or any waiver or authorisation of any breach or proposed breach of or any failure to comply with, the Fiscal Agency Agreement, if to do so could not reasonably be expected to be prejudicial to the interests of the Noteholders, unless such modification, waiver or authorisation is approved by an Extraordinary Resolution of the Noteholders.

13.3 Notification to the Noteholders Any modification, abrogation, waiver, authorisation or substitution shall be binding on the Noteholders and the Couponholders and shall be notified by the Issuer to the Noteholders as soon as practicable thereafter in accordance with Condition 11.

14 Further Issues The Issuer is at liberty from time to time without the consent of the Noteholders or Couponholders to create and issue further notes or bonds (whether in bearer or registered form) either (a) ranking pari passu in all respects (or in all respects save for the ﬁrst payment of interest thereon) and so that the same shall be consolidated and form a single series with the outstanding notes or bonds of any series (including the Notes) or (b) upon such terms as to ranking, interest, conversion, redemption and otherwise as the Issuer may determine at the time of the issue. References in these Conditions to the Notes include (unless the context requires otherwise) any other securities issued pursuant to this Condition and forming a single series with the Notes.

15 Governing Law and Submission to Jurisdiction 15.1 Governing Law The Fiscal Agency Agreement, the Notes and the Coupons, and any non-contractual obligations arising out of or in connection with them, are governed by, and shall be construed in accordance with, English law.

15.2 Jurisdiction of English Courts The Issuer irrevocably agrees for the beneﬁt of the Noteholders and the Couponholders that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Notes or the Coupons (including a dispute relating to any non- contractual obligations arising out of or in connection with the Notes or the Coupons) and accordingly irrevocably submits to the exclusive jurisdiction of the English courts. The Issuer waives any objection to the courts of England, whether on the grounds of venue or on the grounds that they are an inconvenient or inappropriate forum. Noteholders and the Couponholders may take any suit, action or proceeding (together referred to as ‘‘Proceedings’’) arising out of or in connection with the Notes or the Coupons respectively (including any Proceedings relating to any non-contractual obligations arising out of or in connection with the Notes or the Coupons) against the Issuer in any other court of competent jurisdiction and concurrent Proceedings in any number of jurisdictions. The Issuer consents to the enforcement of any judgment and, to the extent that it may in any jurisdiction claim for itself or its assets immunity from suit, execution, attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction there may be attributed to itself or its assets or revenues such immunity (whether or not claimed), agrees not to claim and irrevocably waives such immunity to the full extent permitted by the laws of such jurisdiction.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 15.3 Immunity The Issuer waives any immunity it or its assets or revenues may have in any jurisdiction to which it might otherwise be entitled in any suit or proceedings arising out of or relating to the Fiscal Agency Agreement, the Notes or the Coupons.

15.4 Appointment of Process Agent The Issuer irrevocably and unconditionally appoints Law Debenture Corporate Services Limited at the latter’s registered ofﬁce for the time being as its agent for service of process in England in respect of any Proceedings and undertakes that in the event of such agent ceasing so to act it will promptly appoint a substitute process agent and notify the Noteholders of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law.

16 Rights of Third Parties No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Note, but this does not affect any right or remedy of any person which exists or is available apart from that Act.

c110006pu030 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

The Fiscal Agency Agreement, the Temporary Global Note and the Permanent Global Note contain provisions which apply to the Notes while they are in global form, some of which modify the effect of the Conditions set out in this document. The following is a summary of certain of those provisions:

1. Nominal Amount and Exchange The nominal amount of the Notes shall be the aggregate amount from time to time entered in the records of Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, socie´te´ anonyme (‘‘Clearstream, Luxembourg’’) or any permitted alternative clearing system (the ‘‘Alternative Clearing System’’) (each a ‘‘relevant Clearing System’’). The records of such relevant Clearing System shall be conclusive evidence of the nominal amount of Notes represented by the Temporary Global Note and the Permanent Global Note and a statement issued by such relevant Clearing System at any time shall be conclusive evidence of the records of that relevant Clearing System at that time. The Temporary Global Note is exchangeable in whole or in part for interests recorded in the records of the relevant Clearing Systems in the Permanent Global Note on or after a date which is expected to be 2 August 2014, upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Note. The Permanent Global Note is exchangeable in whole but not, except as provided in the next paragraph, in part (free of charge to the holder) for the Definitive Notes described below (i) if the Permanent Global Note is held on behalf of a relevant Clearing System and such relevant Clearing System is closed for business for a continuous period of 14 days (other than by reason of holidays, statutory or otherwise) or announces an intention permanently to cease business or does in fact do so or (ii) if principal in respect of any Notes is not paid when due and payable. Thereupon, the holder may give notice to the Fiscal Agent of its intention to exchange the Permanent Global Note for Definitive Notes on or after the Exchange Date specified in the notice. If principal in respect of any Notes is not paid when due and payable the holder of the Permanent Global Note may, by notice to the Fiscal Agent (which may but need not be the default notice referred to in ‘‘—Default’’ below), require the exchange of a specified principal amount of the Permanent Global Note (which may be equal to or (provided that, if the Permanent Global Note is held by or on behalf of a clearing system, that clearing system agrees) less than the outstanding principal amount of Notes represented thereby) for Definitive Notes on or after the Exchange Date (as defined below) specified in such notice. On or after any Exchange Date the holder of the Permanent Global Note may surrender the Permanent Global Note or, in the case of a partial exchange, present it for endorsement to or to the order of the Fiscal Agent. In exchange for the Permanent Global Note, or on endorsement in respect of the part thereof to be exchanged, the Issuer shall deliver, or procure the delivery of, an equal aggregate principal amount of duly executed and authenticated Definitive Notes (having attached to them all Coupons in respect of interest which has not already been paid on the Permanent Global Note), security printed in accordance with any applicable legal and stock exchange requirements and in or substantially in the form set out in Schedule 1 to the Fiscal Agency Agreement. On exchange in full of the Permanent Global Note, the Issuer will, if the holder so requests, procure that it is cancelled and returned to the holder together with any relevant Definitive Notes. ‘‘Exchange Date’’ means a day falling not less than 60 days or, in the case of exchange pursuant to (ii) above, 30 days, after that on which the notice requiring exchange is given and on which banks are open for business in the city in which the specified office of the Fiscal Agent is located and, except in the case of exchange pursuant to (i) above, in the cities in which the relevant clearing system is located.

2. Payments No payment will be made on the Temporary Global Note unless exchange for an interest in the Permanent Global Note is improperly withheld or refused. Payments of principal and interest in respect of Notes represented by the Permanent Global Note will be made to its holder. The Issuer shall procure that details of each such payment shall be entered pro rata in the records of

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD the relevant Clearing System and, in the case of payments of principal, the nominal amount of the Notes will be reduced accordingly. Each payment so made will discharge the Issuer’s obligations in respect thereof. Any failure to make the entries in the records of the relevant Clearing System shall not affect such discharge. Condition 5.6.3 and Condition 7.1.3 will apply to the Deﬁnitive Notes only. For the purpose of any payments made in respect of a Global Note, all such payments shall be made on a day on which commercial banks and foreign exchange markets are open in the ﬁnancial centre of the currency of the Notes.

3. Notices So long as the Notes are represented by a Global Note and such Global Note is held on behalf of a relevant Clearing System, notices to Noteholders may be given by delivery of the relevant notice to that relevant Clearing System for communication by it to entitled accountholders in substitution for publication as required by Condition 11 (Notices to the Noteholders), provided that, for so long as the Notes are admitted to trading on, and listed on the Ofﬁcial List of, the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, a daily newspaper of general circulation in Ireland and/or via the Companies Announcement Ofﬁce of the Irish Stock Exchange.

4. Prescription Claims against the Issuer in respect of principal and interest on the Notes while the Notes are represented by a Global Note will become void unless it is presented for payment within a period of 10 years (in the case of principal) and ﬁve years (in the case of interest) from the appropriate Relevant Date (as deﬁned in Condition 7 (Taxation)).

5. Meetings The holder of a Global Note shall (unless such Global Note represents only one Note) be treated as being two persons for the purposes of any quorum requirements of a meeting of Noteholders and, at any such meeting, as having one vote in respect of each A1.00 in principal amount of Notes.

6. Purchase and Cancellation On cancellation of any Note required by the Conditions to be cancelled following its purchase, the Issuer shall procure that details of such cancellation shall be entered pro rata in the records of the relevant Clearing Systems and, upon any such entry being made, the nominal amount of the Notes recorded in the records of the relevant Clearing Systems and represented by a Global Note shall be reduced by the aggregate nominal amount of the Notes so cancelled.

7. Default The Permanent Global Note provides that the holder may cause the Permanent Global Note or a portion of it to become due and payable in the circumstances described in Condition 9 (Events of Default) by stating in the notice to the Fiscal Agent the principal amount of Notes which is being declared due and payable. If principal in respect of any Note is not paid when due and payable, the holder of the Permanent Global Note may elect that the Permanent Global Note becomes void as to a speciﬁed portion and that the persons entitled to such portion, as accountholders with a clearing system, acquire direct enforcement rights against the Issuer under further provisions of the Permanent Global Note executed by the Issuer as a deed poll.

8. Put Option The Noteholders’ put option in Condition 6.3 (Redemption at the Option of the Noteholders) may be exercised by the holder of the Permanent Global Note, giving notice to the Fiscal Agent of the principal amount of Notes in respect of which the option is exercised within the time limits speciﬁed in Condition 6.3 (Redemption at the Option of the Noteholders). The Issuer shall procure that any exercise of any option or any right under the Notes, as the case may be, shall be entered in the records of the relevant Clearing Systems and upon any such entry being made, the nominal amount of the Notes represented by the Permanent Global Note shall be adjusted accordingly.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 9. Electronic Consent and Written Resolution While any Global Note is held on behalf of a relevant Clearing System, then: (a) approval of a resolution proposed by the Issuer given by way of electronic consents communicated through the electronic communications systems of the relevant Clearing System(s) in accordance with their operating rules and procedures by or on behalf of the holders of not less than 75 per cent. in nominal amount of the Notes outstanding (an ‘‘Electronic Consent’’ as defined in the Fiscal Agency Agreement) shall, for all purposes (including matters that would otherwise require an Extraordinary Resolution to be passed at a meeting for which the Special Quorum was satisfied), take effect as an Extraordinary Resolution passed at a meeting of Noteholders duly convened and held, and shall be binding on all Noteholders and holders of Coupons whether or not they participated in such Electronic Consent; and (b) where Electronic Consent is not being sought, for the purpose of determining whether a Written Resolution (as defined in the Fiscal Agency Agreement) has been validly passed, the Issuer shall be entitled to rely on consent or instructions given in writing directly to the Issuer by accountholders in the clearing system with entitlements to such Global Note or, where the accountholders hold any such entitlement on behalf of another person, on written consent from or written instruction by the person for whom such entitlement is ultimately beneficially held, whether such beneficiary holds directly with the accountholder or via one or more intermediaries and provided that, in each case, the Issuer has obtained commercially reasonable evidence to ascertain the validity of such holding and has taken reasonable steps to ensure that such holding does not alter following the giving of such consent or instruction and prior to the effecting of such amendment. Any resolution passed in such manner shall be binding on all Noteholders and Couponholders, even if the relevant consent or instruction proves to be defective. As used in this paragraph, ‘‘commercially reasonable evidence’’ includes any certificate or other document issued by Euroclear, Clearstream, Luxembourg or any other relevant clearing system, or issued by an accountholder of them or an intermediary in a holding chain, in relation to the holding of interests in the Notes. Any such certificate or other document shall, in the absence of manifest error, be conclusive and binding for all purposes. Any such certificate or other document may comprise any form of statement or print out of electronic records provided by the relevant clearing system (including Euroclear’s EUCLID or Clearstream, Luxembourg’s CreationOnline system) in accordance with its usual procedures and in which the accountholder of a particular principal or nominal amount of the Notes is clearly identified together with the amount of such holding. The Issuer shall not be liable to any person by reason of having accepted as valid or not having rejected any certificate or other document to such effect purporting to be issued by any such person and subsequently found to be forged or not authentic.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD USE OF PROCEEDS

The net proceeds from the issue of the Notes will be applied by the Issuer for the Group’s general corporate purposes including the reﬁnancing of maturing indebtedness.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD DESCRIPTION OF THE ISSUER

Overview Introduction The Group is the leading supplier of refined oil products in Slovenia by volume and a major supplier of refined oil products across South East Europe (including Croatia, Bosnia and Herzegovina, Montenegro, Serbia and Kosovo). Through a network of 319 retail service stations in Slovenia and a further 161 retail service stations across South East Europe, the Group offers a range of motor fuels, motor oils and lubricants and retail merchandise. The Group also sells refined oil products in the wholesale markets in Slovenia, Austria, South East Europe and other neighbouring European states. In the first three months of 2014, the Group sold a total of approximately 627,100 tons of oil products and approximately 2,768,700 tons of oil products in 2013. The Group also supplies aviation fuel to Ljubljana, Maribor and Portorozˇ airports in Slovenia. In addition, the Group provides integrated energy solutions in Slovenia, Croatia and Serbia, making available to a number of its corporate and retail customers a range of products and services including the sale and distribution of natural gas, the sale and distribution of LPG, the production, sale, distribution and trading of electricity, and the production, sale and distribution of heat, and the development of environmental and energy solutions. For the first three months of 2014 and for the year ended 31 December 2013, the Group had total revenue of A919.4 million and A3,947.3 million, respectively, and net profit of A13.0 million and A52.8 million for the first three months of 2014 and for the year ended 31 December 2013, respectively. Of the Group’s total revenue for the first three months of 2014 and for the year ended 31 December 2013, A793.7 million and A3,544.9 million, respectively, was attributable to the Group’s oil and merchandise sales segment (which comprises the sales of oil products and merchandise) and A125.6 million and A402.4 million, respectively, was attributable to the Group’s energy segment (which comprises sales of gas, heat and electricity as well as environmental and energy solutions). Of the Group’s net profit for the first three months of 2014 and for the year ended 31 December 2013, A9.3 million and A35.9 million, respectively, was attributable to its oil trading and merchandise segment and A3.7 million and A16.8 million, respectively, was attributable to its energy segment. In 2013, the Group’s operations within Slovenia generated total revenue of A2,528.0 million. Outside of Slovenia, the Group’s operations generated total revenue of A545.0 million in Croatia, A327.8 million in Austria, A214.0 million in Bosnia and Herzegovina, A33.7 million in Montenegro, A32.0 million in Serbia and A266.8 million in other countries.

Corporate History Petrol d.d., Ljubljana (the ‘‘Company’’) was established on 12 April 1947 as Jugopetrol Ljubljana by the Yugoslav state-owned company Jugopetrol and was renamed Trgovsko podjetje Petrol v Ljubljani in 1953. The Company was privatised in 1995 following the secession of Slovenia from Yugoslavia. The Company was transformed into a company limited by shares in 1996, at which point its name was changed to its current name and its shares were listed on the Ljubljana Stock Exchange in May 1997. Since privatisation, the Group has expanded its operations and its corporate structure throughout Slovenia and South East Europe, including by means of a number of acquisitions. The Group currently comprises 36 companies in eight countries and the Company is the third largest company listed on the main market of the Ljubljana Stock Exchange by market capitalisation as at the date of this Prospectus. The Company is 39.7 per cent. indirectly owned by the Slovenian Government, primarily through the state-owned companies Slovenska odsˇkodninska druzˇba, d.d. and Kapitalska druzˇba, d.d.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Structure of the Group The below chart sets out the corporate structure of the Group as at the date of this Prospectus:

The Petrol Group as at 31 May 2014

ENERGY ACTIVITIES OIL AND OIL AND MERCHANDISE MERCHANDISE SALES SALES ABROAD ENVIROMENTAL AND IN SLOVENIA GAS AND HEAT ELECTRICITY ENERGY SOLUTIONS

PETROL d.d., Ljubljana

PETROL TEHNOLOGIJA, d.o.o.

PETROL MALOPRODAJA PETROL d.o.o. PETROL ENERGETIKA d.o.o. SLOVENIJA, d.o.o. (100%) (99.38%) (100%)

PETROL BH OIL COMPANY d.o.o. PETROL SKLADIŠýENJE d.o.o. PETROL PLIN d.o.o. IG ENERGETSKI SISTEMI d.o.o. ELTEC PETROL d.o.o. 1 Sarajevo (100%) (100%) (100%) (74.9%) (100%)

MARCHE GOSTINSTVO d.o.o. PETROL d.o.o. BEOGRAD PETROL GAS GROUP, d.o.o. GEN-I, d.o.o. AQUASYSTEMS d.o.o. (25%) (100%) (100%) (50%) (26%)

PETROL CRNA GORA MNE d.o.o. RODGAS AD Baþka Topolap INTRADE ENERGIJA d.o.o. Sarajevoj (100%) (89.64%) (51%)

PETROL-TRADE BEOGAS INVEST d.o.o.2 PETROL-ENERGETIKA DOOEL Skopje Handelsges.m.b.H. (91.85%) (100%) (100%)

PETROL - OTI - SLOVENIJA L.L.C. PETROL GEOTERM d.o.o. (51%) (100%)

PETROL LPG d.o.o. Beograd (51%)

GEOENERGO d.o.o. (50%)

SOENERGETIKA d.o.o. (25%)

GEOPLIN d.o.o. Ljubljana (31.98%)

The parent company

Subsidiaries

Jointly controlled entities

Associates

1 Eltec Petrol d.o.o. has the subsidiaries: Eltec Petrol Hrvatska d.o.o. and El-Tec Petrol, d.o.o. Srbija. 2 Beogas Invest d.o.o. has the subsidiaries Beogas d.o.o. and Domingas d.o.o. The chart does not include the folowing direct companies: Bio Goriva d.o.o. (in bankruptcy), Cypet OILS Ltd (in liquidation), Petrol Slovenia Tirana Wholesales Sh.A. (in liquidation) and subsidiaries of company IG Energetski Sistemi d.o.o. (Vitales d.o.o., Bihac´ and Vitales d.o.o., Travnik which are in bankruptcy as part of the Group’s ongoing rationalisation of its corporate structure) as well as companies that are in ownership of the Company’s Associated and Jointly Controlled entities.

The Group’s Competitive Strengths * Leading reﬁned oil products supplier in Slovenia with a wide network of modern and strategically located service stations The Group’s modern and widespread network of 319 strategically located service stations is the largest in Slovenia with a leading position as regards transit routes, with particular emphasis on motorway locations and key urban and border locations. The extent and geographical reach of this network has helped the Group to maintain its position as the leading supplier of reﬁned oil products in Slovenia (where the Group estimates that it holds a 58.5 per cent. share of the retail market according to the number of service stations the Group operates), with sales of approximately 1.57 million tons of oil products in 2013 to retail and wholesale customers.

* Growing oil products supply network in South East European markets In addition to the Group’s position as Slovenia’s leading oil products supplier, the Group has an established and growing presence in neighbouring South East European markets. In Croatia, the Group has 99 service stations and an estimated market share of 11.3 per cent. based on the number of retail service stations making it the second largest operator in the country. In Bosnia and Herzegovina the Group has 37 service stations and an estimated market share of 3.3 per cent. based on the number of retail service stations making it the fourth largest operator in the country. In Montenegro, the Group has nine service stations and an estimated market share of 8.0 per cent. based on the number of retail service stations making it the fourth largest operator in the country.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD All of the South East European markets in which the Group operates (apart from Montenegro and Slovenia, which have regulated pricing mechanisms in place which determine the maximum retail price of certain oil products) have unregulated pricing, and as such provide the Group with an opportunity to maximise its margins.

* Strong brand recognition with a widely used loyalty scheme The ‘‘Petrol’’ branded retail service stations are widely recognised throughout Slovenia and the brand is known for offering quality products, reliable service and competitive prices. In 2010, the Group established a loyalty club programme (‘‘Petrol Club’’). The Group believes Petrol Club is the second largest retail loyalty programme in Slovenia. With over 515,000 members, Petrol Club has helped to increase retail consumer awareness of the Group’s brand and provides incentives for retail customers to choose the Group’s products. An additional beneﬁt of Petrol Club has been the retail consumer information that it generates for the Group. Through Petrol Club, the Group is able to track certain purchase information giving it unique and timely data on its customer base.

* Competitive advantage through ownership and control of key oil product storage facilities The Group is the owner of most of the oil products storage facilities needed to conduct its business in the countries in which it operates (save for Croatia in which the Group rents the required storage facilities) which gives the Group greater control over the distribution of its products to its customers. The Group actively manages oil product supply logistics with the aim of ensuring streamlined and optimal supply chains for oil products in all the markets in which it operates.

* Wide non-fuel product offering, providing a superior convenience store shopping experience The Group offers a wide range of merchandise at its service stations, including a range of foodstuffs at its Petrol Coffee Shops and Marche Restaurants located at its service stations. This offering of convenience merchandise has helped the Group to promote itself as a ‘‘one stop shop’’. The merchandise segment of the Group’s business has also helped the Group to increase its margin as a percentage of revenue and accounted for A118.9 million and A474.8 million in revenue in the ﬁrst three months of 2014 and the year ended 31 December 2013, respectively.

* Robust free cash flow generation with prudent risk management policy The Group’s business is cash flow positive and has allowed the Group to steadily increase its profitability, which in turn enables the Group to invest in the growth of its business and achieve its strategic goals. The Group’s strong cash flows have been aided by the Group’s prudent risk management policy, which sees it hedge against certain key risks such as commodity risk and foreign exchange risk.

* Experienced management team The Group’s senior management team has extensive experience in the ﬁelds for which they are responsible. The three executive members of the Company’s management board (the ‘‘Management Board’’) (Mr. Berlocˇnik, Mr. Vodnik and Mr. Zˇ ivko) have a combined 13 years of experience with the Group and an average of 20 years of experience in industry, including serving in various management positions. The Group’s management team has extensive experience in all aspects of retail and wholesale oil product sales and management as well as project development, project management, risk management and investment prioritisation.

The Group’s Strategy

* Maximise the profitability of the Group’s service stations through effective management Slovenia, the Group’s principal market for retail and wholesale oil product sales, has a regulated pricing mechanism which means retail oil product sales can only generate fixed margins for the Group. As a result of this, the Group has prepared a coordinated plan to increase profit in Slovenia by rationalising costs through a variety of individual projects such as centralising support systems and outsourcing logistics functions. The Group has in recent years steadily reduced its costs in proportion to profit and plans to continue this trend in the future.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD * Maintenance of the Group’s leading position in oil products and merchandise sales in Slovenia The Group is focused on protecting its leading market position vis-a`-vis its competitors in the Slovenian market through the quality and diversity of its products, its Petrol Club loyalty programme and the introduction of new goods and services which widen the range of products offered at the Group’s retail service stations and enables the cross-selling of the Group’s energy segment products.

* Expansion of the Group’s operations in South East European markets Due to the Group’s leading position in oil product distribution in Slovenia, the neighbouring countries in South East Europe are a natural market for expansion as such markets are growing as demand increases. It is the Group’s objective to be among the top three oil product distributing companies in the retail market of every country in which it operates and therefore the Group’s strategy is to expand its operations in Croatia, Bosnia and Herzegovina, Serbia, Montenegro and Kosovo and to continue to increase the range of its product offerings in these markets. The Group intends to pursue opportunities to grow its business in South East Europe both organically and also potentially, where the Company considers it advantageous and prudent, through acquisitions within the oil product and energy segments. The Group believes that these markets have good potential for growth. In evaluating potential acquisitions, the Group will consider relative market maturity and growth dynamics, as well as competitor and customer proﬁles and opportunities for integration.

* Development of energy activities in Slovenia and rolling out of successful energy business models in other South East European markets The Group’s revenue and proﬁt have, historically, been predominantly generated by its retail and wholesale oil product business and retail sales of merchandise. While this remains the case, a development area for the Group is the expansion of certain energy business activities, which include the sale of natural gas, LPG, heating and electricity, managing larger environmental projects and the sale of renewable energy. The Group’s offering of such energy products is currently most advanced in Slovenia and it is the Group’s intention to increase the range of its product offerings in other markets to comparable levels with Slovenia. For example, in Slovenia, the Group is an established provider of utility services, offering a comprehensive range of energy solutions to consumers, including electricity, heating and natural gas supply. It is the Group’s intention that Slovenian consumers will be able to look to the Group to meet a wide range of their energy needs as a ‘‘one stop shop’’. Once that process is established in Slovenia, the Group intends to roll it out to other South European markets.

* Achieve economies of scale in all markets The Group has achieved a strong local position in several of its retail and wholesale oil product markets in Slovenia, Croatia and Bosnia and Herzegovina, allowing for economies of scale. The Group intends to continue to focus on providing the necessary storage capacity its retail and wholesale distribution operations require to facilitate the reliable movement of oil products through the supply chain within regional and national markets.

The Group The Parent Company – Petrol, Slovenska energetska druzˇba, d.d., Ljubljana (the Company) The Company generates the greater part of the Group’s profits and revenue. The Company had sales revenue of A3,236.6 million (representing 82.0 per cent. of the Group’s sales revenue), operating profit of A77.9 million (representing 83.0 per cent. of the Group’s operating profit), net profit of A30.2 million (representing 57.2 per cent. of the Group’s net profit) and total equity of A462.8 million as at and for the year ended 31 December 2013.

Subsidiaries Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the ﬁnancial and operating policies of a company so as to obtain beneﬁts from its activities. Petrol d.o.o. Petrol d.o.o. is a wholly-owned subsidiary of the Company, incorporated in Croatia. Petrol d.o.o. is engaged in the sale of oil derivatives, oil products and other merchandise in Croatia. On 1 October

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 2012, it absorbed the company Petrol Hrvatska d.o.o. Petrol d.o.o. operated 97 service stations as at 31 December 2013. Petrol d.o.o. had net sales revenue of A572.1 million, operating profit of A4.7 million and net profit of A1.9 million for the year ended 31 December 2013. As at 31 December 2013, Petrol d.o.o. had total equity of A82.6 million. Petrol BH Oil Company d.o.o. Sarajevo Petrol BH Oil Company d.o.o. Sarajevo is a wholly-owned subsidiary of the Company, incorporated in Bosnia and Herzegovina, whose principal activities comprise wholesale and retail trade in liquid and gaseous fuels and similar products. Petrol BH Oil Company d.o.o. Sarajevo operated 37 service stations as at 31 December 2013. Petrol BH Oil Company d.o.o. Sarajevo had net sales revenue of A199.2 million, operating profit of A2.5 million and net profit of A363.3 thousand for the year ended 31 December 2013. As at 31 December 2013, Petrol BH Oil Company d.o.o. Sarajevo had total equity of A40.9 million. Petrol-Trade Handelsges.m.b.H. Petrol-Trade Handelsges.m.b.H. is a wholly-owned subsidiary of the Company, incorporated in Austria. Petrol-Trade Handelsges.m.b.H. sells oil products in Austria and in the neighbouring countries. Petrol-Trade Handelsges.m.b.H. had net sales revenue of A183.9 million and net profit of A122.5 thousand for the year ended 31 December 2013. As at 31 December 2013, Petrol-Trade Handelsges.m.b.H. had total equity of A1.7 million. Petrol Crna Gora MNE d.o.o. Petrol Crna Gora MNE d.o.o. is a wholly-owned subsidiary of the Company, incorporated in Montenegro, whose principal activity is the sale of gas and oil products in the territory of Montenegro. Petrol Crna Gora MNE d.o.o. was formed from Petrol Crna gora d.o.o. Cetinje and Petrol Bonus d.o.o. which both legally and formally merged and renamed in July 2012. Petrol Crna Gora MNE d.o.o. operated eight service stations as at 31 December 2013. Petrol Crna Gora MNE d.o.o. had net sales revenue of A30.5 million and net profit of A161.6 thousand for the year ended 31 December 2013. As at 31 December 2013, Petrol Crna Gora MNE d.o.o. had total equity of A16.8 million. Petrol d.o.o. Beograd Petrol d.o.o. Beograd is a wholly-owned subsidiary of the Company, incorporated in Serbia. Petrol d.o.o. Beograd’s principal activity is the sale of oil products and other merchandise in Serbia. Petrol d.o.o. Beograd operated eight service stations at the end of 2013. Petrol d.o.o. Beograd had net sales revenue of A42.3 million but posted a loss of A1.1 million for the year ended 31 December 2013. As at 31 December 2013, Petrol d.o.o. Beograd had total equity of A17.7 million. Petrol Energetika d.o.o. Petrol Energetika d.o.o. is 99.3844 per cent. owned by the Company and is incorporated in Slovenia. Petrol Energetika d.o.o. provides energy services to industry customers and consumers. As at 31 December 2013, Petrol Energetika d.o.o. held five natural gas supply concessions, two heat distribution concessions and one chimney sweeping concession. Petrol Energetika d.o.o. had net sales revenue of A103.9 million and net profit of A3.5 million for the year ended 31 December 2013. As at 31 December 2013, Petrol Energetika d.o.o. had total equity of A31.3 million. Beogas Invest d.o.o. Beogas Invest d.o.o. is 91.85 per cent. owned by the Company and is incorporated in Serbia. Together with its two wholly-owned subsidiaries, Beogas d.o.o. and Domingas d.o.o., Beogas Invest d.o.o. is engaged in financing, planning and constructing gas distribution pipelines, and also distributes natural gas in three Belgrade municipalities, Cˇ ukarica, Palilula and Vozˇdovac. Beogas d.o.o. owned 211 km of the gas distribution network and 8,393 active gas connections as at 31 December 2013. For the year ended 31 December 2013, Beogas Invest d.o.o. had net sales revenue of A5.8 million and net profit of A146.6 thousand, A134.7 thousand of which was attributable to the Company. As at 31 December 2013, Beogas Invest d.o.o. had total equity of A8.9 million. Petrol Plin d.o.o. Petrol Plin d.o.o. is a wholly-owned subsidiary of the Company, incorporated in Croatia. Petrol Plin d.o.o is engaged in the storage, distribution and sale of LPG. Petrol Plin d.o.o had net sales revenue of A25.0 million and net profit of A1.1 million for the year ended 31 December 2013. As at 31 December 2013, Petrol Plin d.o.o. had total equity of 4.9 million.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Eltec Petrol d.o.o. Eltec Petrol d.o.o. is 74.9 per cent. owned by the Company, incorporated in Slovenia. Eltec Petrol d.o.o. and its subsidiaries consult in relation to and sell solutions in the areas of district energy, lighting efficiency, water distribution systems and energy management in buildings. The company operates in Slovenia, Croatia, Bosnia and Herzegovina, Serbia, Kosovo, Montenegro, Macedonia, Austria and Italy. In 2013, the Eltec Petrol Group generated A18.7 million in net sales revenue. Its net profit for 2013 totalled A737.9 thousand. The net profit attributable to the Company amounted to A552.7 thousand. The Eltec Petrol Group’s equity was A4.4 million as at 31 December 2013. IG Energetski Sistemi d.o.o. IG Energetski Sistemi d.o.o. is a wholly-owned subsidiary of the Company, incorporated in Slovenia. IG energetski sistemi d.o.o.’s main asset is a 50 per cent. interest in GEN-I (the other 50 per cent. interest in which is owned by the state-owned company, Gen energija d.o.o.). In 2013, the IGES Group generated A95.2 thousand in net sales revenue. Its net profit for 2013 totalled A6.2 million (predominantly due to dividend payments from GEN-I). The IGES Group’s equity totalled A26.9 million as at 31 December 2013. Petrol Geoterm d.o.o. The Company became the full owner of the Lendava-based company Nafta Geoterm d.o.o. on 10 May 2013, which changed its name from Nafta Geoterm d.o.o. to Petrol Geoterm d.o.o. on 16 October 2013. The company is engaged in the mining, processing and transport of natural gas as well as in the management and development of geothermal district heating systems. In 2013, it generated A2.4 million in net sales revenue, its net profit for the year amounting to A165.4 thousand. The company’s equity was A3.1 million as at 31 December 2013. Other Other of the Group’s non-material subsidiaries include, Petrol Maloprodaja Slovenija, d.o.o., Petrol Tehnologija, d.o.o, Petrol Gas Group, d.o.o., Rodgas AD Bacˇka Topola, Petrol-Energetika DOOEL Skopje, Intrade – Energija d.o.o. Sarajevo, Petrol Skladisˇcˇenje d.o.o. The Group also has three non- material subsidiaries that are in bankruptcy or liquidation proceedings as part of the Group’s ongoing rationalisation of its corporate structure (Vitales d.o.o., Bihac´, Vitales d.o.o. Travnik and Cypet Oils Ltd.).

Jointly-Controlled Entities Jointly-controlled entities are those entities over whose activities the Group has joint control, established by contractual agreement and requiring unanimous consent for financial and operating decisions. GEN-I, d.o.o. The GEN-I Group trades in electricity in Slovenia and in the EU and South East European markets, and also sells electricity and natural gas directly to consumers. In 2013, the GEN-I Group generated A1.3 billion in net sales revenue, its net profit for 2013 totalling A9.7 million. The net profit attributable to IGES d.o.o. amounted to A4.9 million. Geoenergo d.o.o. Geoenergo d.o.o. is 50 per cent. owned by the Company. The company holds concession rights for the extraction of mineral resources, crude oil, natural gas and gas condensate in the area of the Mura depression. In 2013, the company produced 412.1 tons of oil and gas condensate, 35,933 cubic metres of LPG and 2,997,559 cubic metres of natural gas. It has a long-term contract with the company Ascent Slovenia Limited on joint operations aimed at developing the oil and gas fields Dolina and Petisovci near Lendava. The company’s net profit for 2013 stood at A11.0 thousand. The net profit attributable to the Company amounted to A5.5 thousand. The company’s equity was A143.0 thousand as at 31 December 2013. Petrol – Oti – Slovenija L.L.C. Petrol – Oti – Slovenija L.L.C. is 51 per cent. owned by the Company. The company’s principal activity is the sale of oil products in the territory of Kosovo. In 2013, it sold 12.3 thousand tons of oil and oil products. Its net sales revenue stood at A16.1 million. The company’s net loss for 2013 totalled A377.9 thousand. The net loss attributable to the Company amounted to A192.7 thousand. At the end of 2013, the company operated seven service stations. Its equity was A15.1 million as at 31 December 2013.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Petrol LPG d.o.o. Beograd Petrol LPG d.o.o. Beograd is 51 per cent. owned by the Company and was established on 20 February 2013. Through its Serbian subsidiary, it is engaged in the sale of LPG. In 2013, it sold 12.2 thousand tons of LPG, generating A10.6 million in net sales revenue. The company’s net proﬁt for 2013 totalled A198.0 thousand. The net proﬁt attributable to the Company amounted to A101.0 thousand. Its equity was A4.1 million as at 31 December 2013.

Soenergetika d.o.o. Soenergetika d.o.o. is 25 per cent. owned by the Company. The company’s main activity is electricity, gas and steam supply. Its net proﬁt for 2013 totalled A679.0 thousand. The net proﬁt attributable to the Company amounted to A169.8 thousand. The company’s equity was A1.7 million as at 31 December 2013.

Associates Associates are those entities in which the Group has significant influence, but not control, over their financial and operating policies.

Geoplin d.o.o. Ljubljana The Company owns 31.9779 per cent. of the voting interests in Geoplin d.o.o. Ljubljana which is primarily engaged in trading, wholesale and transport of natural gas.

Marche Gostinstvo d.o.o. The Company owns 25 per cent. of the shares in Marche Gostinstvo d.o.o which is involved in the preparation of food and beverages, sale of merchandise and other services.

Aquasystems d.o.o. The Company owns 26 per cent. of the shares in Aquasystems d.o.o., which is engaged in construction and operation of industrial and municipal water treatment plants which are the central waste treatment plant in Maribor, Slovenia.

Business Activities The Group’s main business activities are: * Oil and Merchandise Sales: including sales of oil products and merchandise to retail and wholesale customers in Slovenia, South East Europe and other EU countries; and * Energy Operations: comprising the sale and distribution of natural gas and LPG, the production, sale and distribution of heat, the production, sale, distribution and trading of electricity and the development of energy solutions and environmental solutions.

Oil and Merchandise Sales The Group’s principal business activity is the sale of oil products and merchandise from the Group’s retail service stations in Slovenia and South East Europe and wholesale sales of oil products in Slovenia, South East Europe and other EU Countries. The Group sold approximately 611,600 tons of oil products (excluding LPG) in the first three months of 2014 and approximately 2,700,200 tons in 2013. In the first three months of 2014 and the year ended 31 December 2013, retail and wholsesale sales of oil products accounted for A677.8 million and A3,064.8 million in revenue respectively, while merchandise sales accounted for A118.9 million and A474.8 million in revenue in the first three months of 2014 and the year ended 31 December 2013, respectively. The Group’s EBITDA in oil and merchandise sales accounted for A114.1 million divided into the following geographical regions: (i) Slovenia (A85.1 million), (ii) South East Europe (A17.9 million) and (iii) the EU (A11.1 million) for the year ended 31 December 2013. The Group divides its oil products and merchandise sales business into the following geographical regions (i) Slovenia (which accounted for A547.9 million and A2,361.8 million in revenue in the first three months of 2014 and the year ended 31 December 2013, respectively, and A85.1 million in EBITDA for the year ended 31 December 2013), (ii) South East Europe (which accounted for A168.4 million and A789.3 million in revenue in the first three months of 2014 and the year ended 31 December 2013, respectively, and A17.9 million in EBITDA for the year ended 31 December 2013) and (iii) the EU (which accounted for A77.5 million and A393.8 million in revenue in the first three

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD months of 2014 and the year ended 31 December 2013, respectively, and A11.1 million in EBITDA for the year ended 31 December 2013). The Group offers the following oil products: Motor fuel The Group’s premium brand Petrol Q Max Diesel is a diesel fuel that conforms to the European EN 590 standard for diesel fuel. Petrol Q Max Diesel has a low sulphur content of 10 ppm or less, and is suitable for most engines, including those to which the EURO IV emissions standards apply. The Group’s premium brand gasolines, Petrol Q Max 95 and Petrol Q Max 100, both have a sulphur content of 10 ppm or less. Petrol Q Max 95 also conforms to the requirements of the EN 228 European Gasoline Norm. Both fuels are designed for lower emissions and better fuel economy. Petrol Q Max 95 is a 95 octane gasoline and Petrol Q Max 100 is a 100 octane gasoline. Heating fuel Extra light heating oil (‘‘ELHO’’) is suitable for use in most households, as well as for larger customers (such as schools and companies). The quality of ELHO in Slovenia is determined by the SIST 1011 standard and the Group’s ELHO conforms to this standard. Aviation fuels As part of its oil products business in Slovenia, the Group has operated an aviation fuels and lubricants division for more than 40 years. At present, the Group performs this activity at the international airports in Slovenia: Ljubljana, Maribor and Portorozˇ. The Group currently has a contract with Iran Air to refuel commercial jet aircrafts at Ljubljana Airport. The contract is due to terminate on 9 June 2014. Motor oils and industrial lubricants The Group offers a variety of motor oils and lubricants, including: * motor oils for personal vehicles; * motor oils for heavy diesel vehicles; and * motor oils for two-stroke engines. In addition to a wide range of products sold under the Group’s own trademark, the Group also sells well-known brands such as Castrol, Valvoline, Shell and other global manufacturers. Products for industry The Group also sells bitumen coal (for use in road building and manufacturing certain insulation materials) as well as certain other industrial chemicals (such as paraffins, vaselines, solvents, diluents and plastics) to its industrial customers. Merchandise In addition to motor fuels, the Group’s retail service stations offer a broad range of merchandise. The Group’s wholesale range of merchandise consists of automotive products, consisting of spare parts, equipment and tools. The Group also supplies a wide range of tyres to road transport companies, tyre shops, construction companies and other companies that require tyres for their vehicles. The Group is an official distributor in Slovenia of HANKOOK tyres, Nokian tyres and Infinity tyres. The Group also offers a wide selection of foodstuffs at its Petrol Coffee Shops and Marche Restaurants which are situated within the majority of the Group’s service stations. The Group’s sales of merchandise at its retail service stations also includes accessories, tobacco and lottery products, coupons, greetings cards, Petrol Club merchandise (through its loyalty schemes), chemical products and wood biomass. The range of merchandise at the Group’s service stations is modified and expanded to adapt it to the needs of customers visiting service stations in any particular location. New products have been introduced in order to open up new sales opportunities and the layout of service stations adapted accordingly. At service stations, betting terminals have recently been upgraded and installed at several new locations. Sales of merchandise accounted for A118.9 million (A110.3 million of which was attributable to sales in Slovenia and the EU and A8.6 million of which was attributable to sales in South East Europe)

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD and A474.8 million (A435.0 million of which was attributable to sales in Slovenia and the EU and A39.8 million of which was attributable to sales in South East Europe) in revenue in the ﬁrst three months of 2014 and the year ended 31 December 2013, respectively.

Energy Activities The Group’s energy activities comprise the sale and distribution of natural gas and LPG and the production, sale and distribution of heat energy, the production, sale and distribution of electricity and the development and provision of environmental solutions and energy solutions. Revenue from the Group’s energy activities amounted to A125.6 million and A402.4 million in the first three months of 2014 and the year ended 31 December 2013, respectively, whilst net profits from such activities amounted to A3.7 million and A16.8 million in the first three months of 2014 and the year ended 31 December 2013, respectively. EBITDA from the Group’s energy activities amounted to A19.4 million for the year ended 31 December 2013. The Group is engaged in the supply of natural gas and LPG as well as in the construction and management of gas distribution networks. The Group has been involved in the construction of gas networks since 1993, since which it has installed or acquired and currently operates approximately 1,400 km of natural gas pipelines and 75 km of LPG pipelines in the municipalities where it has obtained concessions. The Group generally obtains concessions directly from the relevant municipality pursuant to a public tender but it sometimes also purchases concessions from other companies. In the areas where it has obtained concessions, the Group offers full-service gas and heat services to its customers. The Group’s services cover project planning, assistance in obtaining required official documentation and any necessary loans as well as offering consultancy in the purchase of an energy package from the Group. The Group currently supplies natural gas and LPG to 33,000 household/ domestic customers.

Sales and Distribution of Natural Gas in Slovenia and Serbia As at the date of this Prospectus, the Group operates 22 gas supply concessions in Slovenia for the supply of natural gas and, in Serbia, supplied natural gas to the municipalities of Bacˇka Topola and Pecínci as well as three Belgrade municipalities. The Group sold 45.5 million cubic metres and 121.8 million cubic metres of natural gas in the first three months of 2014 and the year ended 31 December 2013, respectively, and sales of natural gas in Slovenia and Serbia accounted for A18.7 million and A58.8 million in revenue in the first three months of 2014 and the year ended 31 December 2013, respectively.

Sales and Distribution of LPG in Slovenia, Croatia and Serbia As at the date of this Prospectus, the Group operates six gas supply concessions in Slovenia for the supply of LPG and supply contracts for the towns of Sibenik and Rijeka in Croatia. LPG is also supplied to customers in Slovenia and Croatia through LPG storage tanks, service stations (autogas) and gas bottles. The Group also sells bottled LPG at its retail service stations in Slovenia. The Group owns a storage and a filling station for LPG in Ozalj in northern Croatia near the border with Slovenia, allowing the Group to supply Croatian customers and potentially also a large part of the Slovenian market. In addition, the Group owns storage facilities in Osijek, Unesˇic´ and Rijeka in Croatia and the Group also supplies LPG to customers in Serbia through a joint venture with Petrol LPG d.o.o., Beograd. The Group is currently finalising construction of an LPG terminal next to the Danube River in Smederevo to gain access to LPG sources in Russia, Belarus, Ukraine and Romania. The Group sold approximately 15,500 tons and 68,500 tons of LPG in the first three months of 2014 and the year ended 31 December 2013, respectively, and sales of LPG accounted for A15.9 million and A68.5 million in revenue in the first three months of 2014 and the year ended 31 December 2013, respectively.

Production, Sales and Distribution of Heat in Slovenia As at the date of this Prospectus, the Group manages seven district heating concessions in Slovenia. Heat and electricity are also produced in Group-owned cogeneration plants enabling simultaneous generation of electricity and heat from primary fuel energy. All cogeneration plants use natural gas as their primary fuel. The Group has also installed, operates and maintains new micro-cogeneration units as part of boiler-room refurbishment projects in schools and other public buildings.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Production, Sales, Distribution and Trading of Electricity in Slovenia and in the Wider Region The Group is involved in the production, sale and distribution of electricity in Slovenia, Croatia, Bosnia and Herzegovina, Serbia, Montenegro and certain other EU countries. Electricity currently only represents a small portion of the Group’s business (6.2 per cent. by revenue in 2013) but the Group intends to increase its electricity business in order to complement its range of energy products. The Group currently services approximately 31,700 household/domestic customers. The Group sold 1.9 TWh and 4.9 TWh of electricity in the ﬁrst three months of 2014 and the year ended 31 December 2013, respectively, and electricity sales accounted for A83.4 million and A245.5 million in revenue in the ﬁrst three months of 2014 and the year ended 31 December 2013, respectively.

Environmental and Other Energy Services Mainly in Slovenia The Group currently operates four concessions with a duration of 25 to 30 years for municipal wastewater treatment, pursuant to which it runs treatment plants in the Slovenian regions of Murska Sobota, Sezana, Ig and Mezica. The Group also manages the industrial waste treatment plant at Vevce Paper Mill. As a shareholder in the company Aquasystems d.o.o., the Company is also involved in the treatment of municipal wastewater in the Municipality of Maribor. The Group is also involved in energy production from waste through its biogas plants in the Slovenian regions of Ihan and Cˇ rnomelj. The Group also offers services to its customers to help to improve their energy efficiency and expand their use of alternative resources. These activities relate to surveying buildings and the optimisation of district energy and water supply systems, energy in industrial plants, comprehensive solutions for households, production of gas and oil and use of geothermal energy. Approximately 250 engineers and other energy experts employed by the Group work on the reconstruction of boiler rooms, electricity and heat cogeneration, improved functioning of district energy systems and water supply systems, efficient lighting, efficient energy management in buildings, construction of solar power plants and use of geothermal energy in Slovenia and abroad.

Sales Network Retail network of the Group For the year ended 31 December 2013, the Group realised approximately 56.0 per cent. of its oil products sales revenues in the retail market (A1,709.3 million in revenue for 2013) and approximately 45.0 per cent. of its oil products sales volumes in the retail market (1.2 million tons in 2013). As at the date of this Prospectus, the Group’s retail network comprises 480 service stations, which are predominantly located at strategic locations such as transit routes, borders and motorways: 319 in Slovenia, 99 in Croatia, 37 in Bosnia and Herzegovina, nine in Montenegro, eight in Serbia and eight in Kosovo. Complementing the services provided at service stations are 126 car washes, 151 restaurants and seven TIP STOP quick-service facilities. The latter are dedicated to the maintenance of freight and passenger vehicles. As at the date of this Prospectus, autogas (a type of LPG) is available at 67 of the Group’s service stations in Slovenia, 59 in Croatia, 10 in Bosnia and Herzegovina, eight in Serbia, six in Montenegro and seven in Kosovo, comprising a total of 157 service stations. The table below illustrates the expansion of the Group’s service station network as a whole between 2010 and 2013:

As at 31 December

2010 2011 2012 2013

Slovenia ...... 313 314 315 319 Croatia...... 79 86 92 97 Bosnia and Herzegovina...... 38 37 37 37 Serbia...... 5 7 8 8 Montenegro ...... 3 6 5 8 Kosovo ...... 3 4 5 7

Total ...... 441 454 462 476

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 42 per cent. of the Group’s retail service stations are both owned and operated by the Group, 56 per cent. are owned by the Group but operated by a third party and 2 per cent. are owned by a third party but operated by the Group. Where the Group contracts out the operation of a service station to a third party, the third party is only entitled to a fee for providing the necessary labour to run the service station and does not have any other interest in the service station or the revenues generated by it.

Wholesale network of the Group For the year ended 31 December 2013, the Group realised approximately 44.0 per cent. of its oil products sales revenue in the wholesale market (A1,355.5 million) and approximately 55.0 per cent. of its oil products sales volumes in the wholesale market (1.5 million tons) in 2013. A signiﬁcant part of the increase of volumes sold in the wholesale segment in 2013 compared to previous years was due to sales to the Agency of the Republic of Slovenia for Commodity Reserves as part of that agency’s mandatory restocking of the Government’s strategic oil reserves. The Company’s wholesale business processes were also optimised in 2013 (a reorganisation as part of which wholesale outlets were combined, sales support was centralised and the network of sales representatives was expanded in Slovenia). As at the date of this Prospectus, the Group conducts its wholesale operations from its headquarters and regional business units and also has a network of sales representatives through which it conducts such sales.

Payment Cards and Loyalty Programme Business Payment Cards * The Petrol grey and silver cards. Each Petrol card operates in the same way as a basic credit card and is intended to enable companies and other legal entities to pay the expenses for company vehicles and road cargo transport. It was introduced by the Group with the aim of making it easier for companies and other legal entities to manage their vehicle pools and operating costs. In addition to facilitating the purchase of fuel and other goods at the Group’s retail service stations in Slovenia, Croatia, and Bosnia and Herzegovina, it is also intended to enable customers to pay for travel, entertainment and other business expenses. * The UTA PETROL card. The UTA PETROL card is an international credit card. It was developed by the Group in cooperation with UNION TANK Eckstein GmbH & Co KG, and offers cardholders the ability to pay for fuel for lorries and buses, as well as the possibility of paying for various services throughout Europe and North Africa. The UTA PETROL card is used by 400 business partners of the Group. Petrol Club Loyalty Cards The Group’s Petrol Club loyalty scheme allows individual customers to collect points whenever they make a purchase at any of the Group’s service stations. The Group’s customers can then redeem these points for discounts on purchases of products from the Petrol Club catalogue, which is issued four times a year. The catalogue includes external partners’ products and services as well as the Group’s own branded products. The number of Petrol Club card members has steadily increased since its launch in 2010, reaching over 515,000 at the end of the year and approximately 545,000 as at the date of this Prospectus. Of these, approximately 101,000 are holders of the Petrol Club payment cards. In 2013, there were over 2.6 million transactions made with Petrol Club payment cards with a total value of A122.8 million.

Procurement and supply logistics Efﬁcient procurement of, and logistics for the distribution and supply of oil products and merchandise is key to the operation of the Group’s business.

Procurement and supply logistics of oil products The Group manages oil product supply and distribution logistics with the aim of ensuring streamlined and optimal supply chains for fuel in all the markets in which it operates. The Group’s procurement strategy for motor fuels focuses on supply by sea, although inland reﬁneries located in South East Europe complement the procurement network and increase the reliability of supply, mainly of oil derivatives and oil products for which there is local demand. Other oil products, such as bitumen and gas, are delivered only by land. The Group buys most of its oil products from large multinational oil companies and some from major global oil and oil products traders. The Group purchases its oil products from a variety of international oil companies so as not to become dependent on any single

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD supplier. The Group typically approaches 10-12 suppliers annually to negotiate terms for the supply of oil products and selects the five or six that offer the best terms. The selection of suppliers is subject to the following factors: * strict compliance with applicable European standards and regulations for all procured products; * low procurement and logistics costs; and * reliability of supply, which allows for lower operational stocks and thus reduced costs of stock financing. The transport of the Group’s oil products from its storage facilities to its service stations or to its wholesale customers is outsourced to third parties as the Group does not own its own fleet of vehicles.

Procurement and supply logistics of merchandise The delivery of merchandise which is sold in the Group’s retail service stations is facilitated either by the supplier delivering their goods directly to the retail service stations or alternatively to the Group’s storage facilities where it is stored until it is required to replenish stock levels at retail service stations. ‘‘Virtual’’ goods such as lottery coupons and telephone prepayments cards are re-stocked and made available for sale by way of IT applications which are linked directly to the Group’s retail service stations. Regular activities in the merchandise procurement process include stock optimisation at service stations and storage facilities and the optimisation of other logistics costs. The Group aims to streamline its procurement operations through electronically supported transactions with suppliers and distributors. As with the transportation of oil products, the transport of the Group’s merchandise stock from its storage facilities to its service stations or to its wholesale customers is outsourced to third parties as the Group does not own its own ﬂeet of vehicles.

Regulation General The Group conducts its business in the EU as well as non-EU countries. In EU member states, the Group is subject to EU regulations and legislations implemented through directives, among which the directives dealing with energy and environment are most signiﬁcant for the Group. In non-EU countries the Group is subject to local legislation. In Slovenia, the Energy Act (Energetski zakon (EZ-1)) regulates markets in energy products including fuels, electricity, natural gas, LPG and heating. The most important provisions of the law which are relevant for the Group are concession requirements for the distribution of electricity, natural gas, LPG and heating to customers. The law sets out the conditions for obtaining concessions, certain obligations imposed on distributors (e.g. separation of business under concession from other business activities) and circumstances in which the license or concession may be revoked or withdrawn. The second key piece of legislation impacting the business activity of the Group in Slovenia is the Environmental Protection Act (Zakon o varstvu okolja (ZVO-1)). The law sets out provisions relating to environment requirements and safety measures which the Group must comply with in the operation of objects and installations which require environmental permits for their operation because of the major pollution they may potentially cause. The requirements to obtain, maintain, renew the permit and circumstances for revocation of the permit required are stipulated within the relevant legislation.

Pricing Models The pricing of oil products is chieﬂy subject to national pricing regulations, changes in oil prices on the global market and changes in the US dollar exchange rate.

Pricing of oil products in Slovenia In Slovenia, retail fuel prices are set in accordance with the Decree Setting Prices for Petroleum Products (‘‘Uredba o oblikovanju cen naftnih derivatov’’) adopted by the Government of Slovenia for a one year period and currently in force until 9 October 2014. In the regulation, the model-based margin for Government-regulated oil products was set at a ﬁxed amount (A0.08530 for a litre of petrol, A0.07998 for a litre of diesel fuel and A0.05265 for a litre of extra light heating oil). The ﬁxed margin takes into account the purchase price of the fuel but does not account for operating costs or transport costs from the point of delivery of oil products to the Group.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Gross margins for oil products in Slovenia are still below the European average. In the case of gasoline, they amounted to 78 per cent. of the average gross margin in the EU countries, in the case of diesel fuel to 63 per cent. and in the case of extra light heating oil to no more than 53 per cent. The selling prices of LPG in Slovenia are determined freely. The selling prices of natural gas as an energy source (supply) are also unregulated, whereas distribution prices (network fees) are approved by the Energy Agency of Slovenia.

Fuel pricing in Croatia In Croatia, a law was adopted on 31 January 2014 that fully liberalised the pricing of oil products. Prior to this, prices of oil products in Croatia were set in accordance with the Rules for Determining Maximum Retail Prices of Oil products (‘‘Pravilnik o utvrdivanju najvisih maloprodajnih cijena naftnih derivata’’).

Fuel pricing in Bosnia and Herzegovina In Bosnia and Herzegovina, the prices of oil products are not government-regulated and are set freely in accordance with market conditions. The prices change weekly. In the Federation of Bosnia and Herzegovina, retailers notify the Federal Ministry of Commerce of new retail prices four days in advance, whereas in the Republic of Srpska changes in prices need not be notiﬁed in advance. Due to the free setting of prices, retail fuel prices vary according to the location of a service station: they are lower in the Republic of Srpska where lower procurement prices can be achieved thanks to its supply sources.

Fuel pricing in Serbia Since the new legislation liberalising Serbia’s oil market (unregulated imports of oil and oil products) entered into force on 1 January 2011, the prices of oil products have no longer been government- regulated and are set freely in accordance with market conditions.

Fuel pricing in Montenegro In Montenegro, the prices of oil products are set in accordance with the Regulation on the Method of Setting Maximum Retail Prices (‘‘Uredba o nacinu obrazovanja maksimalnih maloprodajnih cijena’’), which has been in force since 1 January 2011. The prices change fortnightly, provided that prices on the oil market (Platts European Marketscan) and the exchange rates of the euro and the US dollar change by more than 5 per cent. In addition to market oil prices and changes in the exchange rates of the euro and the US dollar, the price calculation methodology includes taxes, the costs of transhipment, handling, bank charges, storage, transport, distribution and retail operations, as well as (excise) duties and an oil companies’ margin. The gross margin is ﬁxed at A0.063 for a litre of petrol, A0.064 for a litre of eurodiesel and A0.076 for a litre of extra light heating oil.

Fuel pricing in Kosovo In Kosovo, retail and wholesale prices of oil products are not government-regulated. Only in the case of sales of oil products to government institutions and state-owned companies are prices set in accordance with the prescribed methodology, which takes into account average monthly market prices, changes in the exchange rate of the euro and the US dollar, logistics costs and the maximum margin speciﬁed in the relevant supply contract. These prices represent an unofﬁcial basis for retail prices, which change two to three times a month.

Biofuels Regulation In 2009, the EU adopted the Renewable Energy Directive (Directive 2009/28/EC). The Directive mandates that all Member States shall have 10% (on energy basis) biofuels in the transport sector by 2020. In order for a biofuel to be accounted within the national reporting, it must meet a number of sustainability criteria. Biofuels must also meet the sustainability criteria to receive financial support, such as tax exemptions. The Fuel Quality Directive (Directive 2009/30/EC) was also adopted in 2009. The Directive sets requirements on fuel specifications, but also obliges fuel suppliers to reduce greenhouse gas emissions. By 2020 every sold unit of energy must reduce life cycle greenhouse gas emissions by at least 6%, compared to the EU-average fossil fuel in 2010. The Directive gives the fuel suppliers a number of options to obtain this 6% reduction, for example via reductions in oil refineries or use of biofuels and alternative fuels. The biofuels must meet the same sustainability criteria as in the Renewable Energy Directive. The Company annually reports on the realisation of the forecasted compliance plan. So far, the relevant authorities have not granted positive or negative opinion of the compliance of the Group’s biofuel quantities for 2012 and 2013.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD In accordance with a recent change in the Excise Duty Act in Slovenia, the bio-component in transport fuel is no longer exempted from excise duty. Only 100 per cent. biofuel remains exempt. The Company is currently analysing the effects these changes will have and is investigating activities to mitigate the impact.

Competition Sales of Retail Oil products Slovenia As at the date of this Prospectus, there are 34 motor fuel retailers in Slovenia. With its 319 service stations, the Group has a 58.5 per cent. market share in terms of the number of service stations as at the date of this Prospectus. The Group’s main competitor in Slovenia is the company OMV, which has a 20 per cent. share of the market (by the number of service stations). Other major competitors in Slovenia include MOL and Maxen.

Croatia As at the date of this Prospectus, the Group holds an 11.3 per cent. market share in Croatia in terms of the number of service stations. Its major retail competitors in this market are INA, Crodux, Tifon and Lukoil Croatia.

Bosnia and Herzegovina As at the date of this Prospectus, the Group holds a 3.3 per cent. market share in Bosnia and Herzegovina in terms of the number of service stations. The companies Nestro Petrol, Energopetrol, INA and Gazprom are the Group’s major competitors in Bosnia and Herzegovina

Serbia As at the date of this Prospectus, the Group holds a 0.6 per cent. market share in Serbia in terms of the number of service stations. Its major retail competitors in this market are Gazprom, Lukoil and OMV.

Kosovo As at the date of this Prospectus, the Group holds a 0.8 per cent. market share in Kosovo in terms of the number of service stations. Its major retail competitors in this market are Kosova Petrol, AL Petrol and Petrol Company.

Montenegro As at the date of this Prospectus, the Group holds a 8.0 per cent. market share in Montenegro in terms of the number of service stations. Its major retail competitors in this market are EKO and Lukoil.

Energy Slovenia In terms of volumes sold in 2013, the Group had a 6.4 per cent. share of the retail market for natural gas, a 29.0 per cent. share of the retail market for LPG and a 8.7 per cent. share of the retail market for electricity. Its major competitors in these markets are Geoplin, Energetika Ljubljana, Adriaplin, Plinarna Maribor and GEN-I for natural gas, Butan plin, Istrabenz plini, Plinarna Maribor Inerina and Kurivo Gorica for LPG and GEN-I, Elektro Energija, Elektro Celje Energija, Elektro Maribor Energija plus and E3 for electricity.

Croatia In terms of volumes sold in 2013, the Group had a 21.7 per cent. share of the market for LPG. Its major competitors in this market are Crodux, Butan plin and INA.

Serbia In terms of volumes sold in 2013, the Group had a 1.1 per cent. share of the market for natural gas and a 3.7 per cent. share of the market for LPG. Its major competitors in these markets are Nis, Eurogas and Butan Gas.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Financing Overview Since the global financial crisis began in 2008, the availability of funding in Slovenia and on foreign financial markets has reduced and became significantly more costly, with loan approval times also increasing. The Group has nevertheless been able to secure long- and short-term financing when necessary. The total debt of the Group as at 31 March 2014 amounted to A665.3 million and net debt (minus cash and cash equivalents) amounted to A644.2 million. The total debt of the Group as at 31 December 2013 amounted to A600.3 million and net debt (minus cash and cash equivalents) amounted to A530.6 million. The Group’s indebtedness comprises of local Slovenian law-governed bonds, term loan agreements, commercial paper and schuldscheins.

Local Bonds As at the date of this Prospectus, the Group has three issues of Slovenian law governed bonds outstanding, being: * A30,158,000 6.00 per cent. Bonds due 2017 issued by the Company in December 2012; * A33,000,000 6.75 per cent. Bonds due 2016 issued by the Company in December 2011; and * A50,000,000 7.57 per cent. Bonds due 2014 issued by the Company in June 2009.

Loan Agreements As at the date of this Prospectus, the Group is party to various bilateral term loan agreements. The Group’s material loan agreements with a principal outstanding amount of A30 million or more are described below: * In November 2012, the Company entered into a A40,000,000 loan agreement. The loan bears interest at three month EURIBOR plus margin.The principal amount of the loan amortises over the term of the loan and matures in December 2016. The principal amount of the loan outstanding as at the date of this Prospectus is A30,000,000. * In March 2014, the Company entered into a A30,000,000 loan agreement. The loan bears interest at six month EURIBOR plus margin. The principal amount of the loan amortises over the term of the loan and matures in December 2018. The principal amount of the loan outstanding as at the date of this Prospectus is A30,000,000. * In June 2012, Petrol d.o.o. Zagreb entered into a A50,000,000 loan agreement. The loan bears interest at six month EURIBOR plus margin. The principal amount of the loan amortises over the term of the loan, is guaranteed by the Company and matures in June 2022. The principal amount of the loan outstanding as at the date of this Prospectus is A50,000,000. * In October 2013, Petrol BH Oil Company, d.o.o. entered into a A30,000,000 loan agreement. The loan bears interest at six month EURIBOR plus margin. The principal amount of the loan amortises over the term of the loan, is guaranteed by the Company and matures in October 2018. The principal amount of the loan outstanding as at the date of this Prospectus is A30,000,000. The average margin of the four loan agreements stated above is 4.2214 per cent. The Company on occasion in 2012 and 2013 breached certain covenants (including ﬁnancial ratios) in certain of its bilateral loan agreements. None of such breaches involved a payment default, and the outstanding borrowings under the affected loan agreements amounted in aggregate to less than A50 million. In the majority of cases the Company obtained written waivers from the lenders under the affected loans and in certain cases it did not, but in any event no lender to the Company has demanded repayment or exercised any contractual rights as a consequence of any of such breaches (and in fact one of the affected lenders has subsequently increased its credit lines to the Company). The Company believes it currently has good relationships with all its creditor banks.

Commercial Paper The Group issues commercial paper with a maturity of less than a year from time to time. As at the date of this Prospectus, the Company’s issue of A50,000,000 2.75 per cent. commercial paper due September 2014 is outstanding.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Schuldscheins In June 2012, the Company issued schuldscheins to Raiffeisen Bank International AG in two tranches of A25,000,000 and A5,000,000, bearing interest at a ﬁxed rate of six month EURIBOR plus a margin of 4.75 per cent and a ﬁxed rate of 5.66 per cent. respectively. The schuldscheins mature in June 2015.

Debt Maturity The table below illustrates the maturities of the Group’s outstanding ﬁnancial liabilities as at 31 March 2014:

More than 5 0 – 6 months 6 – 12 months 1 – 5 years years Total

(Euro) Non-current financial liabilities ...... 0 0 340,830,998 37,898,738 378,729,736 Current financial liabilities ...... 217,673,544 68,973,529 0 0 286,647,073 The table below illustrates the maturities of the Group’s outstanding financial liabilities as at 31 December 2013:

More than 5 0 – 6 months 6 – 12 months 1 – 5 years years Total

(Euro) Non-current ﬁnancial liabilities ...... 0 0 319,161,192 38,013,011 357,174,203 Current ﬁnancial liabilities ...... 182,585,465 60,582,219 0 0 243,167,684 Employees As at 30 April 2014, there were 3,893 people employed within the Group and at third-party managed service stations, of which approximately 30.6 per cent. work for subsidiary companies and at third- party managed service stations abroad. The following table illustrates the changes in the number of employees of the Group and at third- party managed service stations between 2010 and 2013:

As at 31 December

2010 2011 2012 2013

The Company ...... 629 647 644 744 Subsidiaries...... 1,589 1,945 2,015 2,027 Third-party managed service stations in Slovenia. 1,153 1,169 1,149 1,164 Third-party managed service stations in SEE ...... 149 136 10 10

Total ...... 3,520 3,897 3,818 3,945

Petrol Academy The purpose of the Petrol Academy is to provide comprehensive training to all employees. The Petrol Academy requires that every employee participates in some form of education and training at least once a year. With programmes being organised internally, they can be adapted to the working processes and needs of employees, enabling the Group to have fewer absences and lower education costs as compared to external education.

Unionisation and Collective Agreements 59.7 per cent. of the Group’s workforce are represented by trade unions in Slovenia and 44.0 per cent. in Croatia. There is no material level of unionisation in any of the other countries in which the Group operates.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD On 20 May 2014, the Company and two of its subsidiaries, Petrol Maloprodaja Slovenija d.o.o. and Petrol Tehnologija d.o.o., entered into a collective agreement with their employees concerning collective rights and terms of employment. The agreement took effect as of 31 May 2014 and covers approximately 63 per cent. of the Group’s workforce.

Remuneration The members of the Company’s Management Board were paid an aggregate amount of A947,106 in 2013. The members of the Company’s Supervisory Board were paid an aggregate amount of A148,370 in 2013.

Quality Management System The Group’s operations are based on the implementation of strict quality standards. Since 1997, the Group has upgraded and expanded its quality management system, which is certiﬁed to the SIST ISO 9001 Standard. In addition to the certiﬁed quality and environment management systems, the integrated quality management system incorporates the requirements of the HACCP food safety management system, the requirements of the OHSAS occupational health and safety system and the requirements of the SIST ISO 27001 information security system.

Petrol’s accredited bodies Operating within the Group is an oil laboratory (the ‘‘Petrol Laboratory’’), which conducts tests and analyses of fuel, lubricants and chemical products, and the body for the inspection of liquid flow and tyre pressure measuring devices and the inspection of pressure equipment (as part of Petrol Tehnologija, d.o.o.). The Petrol Laboratory is accredited to and has in place a quality management system that is certified to the SIST EN ISO/IEC 17025 Standard (General requirements for the competence of testing and calibration laboratories). In January 2013, the Company extended its range of accredited methods to 18 and now has accredited testing methods for the following areas: inspection of flow and tyre pressure measuring devices, inspection of pressure equipment, measures for the prevention of leakage of hazardous liquids from fixed reservoirs, tightness of fixed steel reservoirs, inspection of wall thickness of liquid fuel reservoirs, measurement of dielectric strength of liquid fuel reservoir insulation and measurement of noise in the natural and living environment.

Capital Expenditure The Group focuses its capital expenditure on the expansion and consolidation of its oil and merchandise sales operations in Slovenia, expansion of its oil and merchandise sales operations in South East Europe, and expansion of other energy-related operations both in Slovenia and in South East Europe (natural gas, LPG, heat, electricity, energy solutions and environmental projects). The Group invested A86.1 million in ﬁxed assets in 2013, of which A39.2 million was invested in the oil products business in Slovenia, A16.0 million was invested in the oil products business in South East Europe, A27.2 was invested in the Group’s energy activities business and the remaining A3.7 million was invested in common projects for the Group. The Group invested A117.4 million in ﬁxed assets in 2012, of which A47.3 million was invested in the oil products business in Slovenia, A37.8 million was invested in the oil products business in South East Europe, A29.1 million was invested in the Group’s energy activities business and the remaining A3.3 million was invested in common projects for the Group. The Group plans to invest approximately A75 million on capital expenditure in 2014.

Information Technology The Group has a uniform IT system which is centralised within the Company which the Group believes allows the transfer of good practices and business models to all companies in the Group. It also enables centralised execution of individual business functions for several Group members. An important function of the Group’s IT infrastructure is to provide for transparent operations of the Company as a whole and of individual parts of business processes, activities and proﬁt centres. Transparency is provided by high-capacity business analytics systems. In the past two years, the information and communication infrastructure has been greatly upgraded by the introduction of high-performance business analytics technologies, customer relations management and e-document systems. The Group’s IT system includes technical security systems such as a disaster recovery data centre, a disaster recovery plan and enterprise level backup and archive solutions.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Environmental Protection When developing business processes and new products and services, the Group aims to comply with all applicable environmental regulations. The Group’s main environmental initiatives are described below.

Hydrocarbon Emissions Emissions of volatile hydrocarbons result from evaporation during decanting and storage of fuel. The Group’s process of decreasing such emissions is carried out in all three key elements of the distribution chain in respect of oil products: storage, transport and sales. The Group has installed systems at service stations and fuel storage facilities for closed loading of storage tanks. The efﬁciency of emission management is veriﬁed by prescribed regular monitoring of air emissions.

Treatment of wastewater Over the past few years, the Group has carried out a continued systematic and methodical installation of modern waste treatment plants and oil and water separators, accompanied by reduced use of inadequate cleaning agents, intensiﬁed maintenance of treatment plants and improved awareness of employees.

Waste management The Group aims to prevent waste generation, decrease waste quantity and re-use waste. The Group further aims to decrease the quantity of deposited waste, reduce the costs of disposal and lessen the burden on the environment. A particular focus is on waste that might pose a threat to the environment.

Environmental protection training The Group’s employees receive annual training on developments in the area of environmental protection and other environment-related topics. In 2013, all regular and one-off training in the area of environmental protection, safe chemicals handling and major accident prevention required by applicable law and regulation was carried out as part of the Group’s internal training.

Major accident prevention The Group has implemented systemic measures at higher-risk and minor-risk facilities in order to comply with accident prevention measures prescribed by applicable law and regulation. Fire safety in particular is a very important aspect of safety at the Group. It is provided through legally prescribed measures and preventive safety measures to ensure business continuity and the safety of persons and property.

Litigation Except as described below, neither the Company nor any of its subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Prospectus which may have or have had in the recent past significant effects on the financial position or profitability of the Company or the Group. On 15 February 2013, the Slovenian Competition Protection Agency (‘‘CPA’’) commenced proceedings against the Company and several other suppliers of natural gas, alleging that these companies had acted in concert in determining natural gas prices. The Company supplied all requested documentation to the CPA on 24 April 2013 and has not received any further update from the CPA on the status of the proceedings. While under the applicable legislation companies can be fined up to 10 per cent. of revenue by the CPA, fines are usually much less and, in any event, the Company believes that it has a good defence to the proceedings if the CPA takes them forward. On 15 January 2014, Temples Glory as plaintiff filed a claim against the Company and its subsidiary, Petrol Crna Gora MNE d.o.o., in the Commercial Court in Podgorica, Montenegro for a principal amount of A7.9 million plus interest. The defendant is alleged to have acted contrary to the principles of conscientiousness and honesty when negotiating and concluding contracts for the purchase of property in Montenegro, for which reason the plaintiff was allegedly forced to sell the property at a lower price than the true and previously agreed one, which resulted in damage suffered by the plaintiff. The Company does not believe that the claim has any merit and the defence was filed on

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD 16 May 2014. An initial hearing took place on 29 May 2014 and the next hearing is scheduled for July 2014.

Shareholder Information As at the date of this Prospectus, the Company’s 10 largest shareholders are as set out in the table below:

Shareholder Address Shares Holding in owned per cent.

Slovenska odsˇkodninska Mala ulica 5, 1000 Ljubljana 412,009 19.75 druzˇba, d.d.1 Kapitalska druzˇba, d.d.1 Dunajska cesta 119, 1000 Ljubljana 172,639 8.27 NLB d.d.1 Trg republike 2, 1000 Ljubljana 126,365 6.06 Istrabenz d.d. Cesta Zore Perello-Godina 2, 6000 Koper 84,490 4.05 GB d.d., Kranj Bleiweisova cesta 1, 4000 Kranj 84,299 4.04 Vizija holding, k.d.d. Dunajska cesta 156, 1000 Ljubljana 71,676 3.44 Vizija holding ena, k.d.d. Dunajska cesta 156, 1000 Ljubljana 63,620 3.05 Hypo Bank d.d. Dunajska cesta 117, 1000 Ljubljana 43,500 2.09 Nova KBM d.d.1 Ulica Vita Kraigherja 4, 2000 Maribor 42,985 2.06 Cˇ esˇkoslovenska Obchodni Radlicka 333/150, 150 57 Praga 5 42,598 2.04 BANK, A.S. – FID

(1) Slovenian state-owned entities

Properties The Group owns 98 per cent. of its 480 retail service stations. In total, 42 per cent. of the Group’s retail service stations are owned and operated by the Group and a further 56 per cent. are owned by the Group and operated by a third party. The remaining 2 per cent. of the Group’s retail service stations are owned by third parties but operated by the Group. The Group also owns the building in which its head ofﬁces are located in Ljubljana, Slovenia. The other properties material to the Group’s business are its oil and LPG storage facilities. The Group owns nine oil storage terminals in Slovenia and one in Kosovo, and leases two oil storage terminals in Croatia. The Group owns two LPG storage terminals in Slovenia, three in Croatia and one in Serbia. The Group also leases an additional LPG storage terminal in each of Croatia and Serbia. As at the date of this Prospectus, the total capacity of the oil storage terminals owned or rented by the Group is 813,260 cubic metres (81 per cent. of which is attributable to oil storage stations owned by the Group) whereas for LPG storage terminals it is 6,885 cubic metres (83 per cent. of which is attributable to LPG storage terminals owned by the Group).

Corporate Governance and Management The Company has a two-tier corporate governance system. The Management Board has executive responsibility and manages the Company’s business. The Supervisory Board is responsible for supervision of the Company’s operations as managed by the Management Board.

Management Board The Management Board represents and acts on behalf of the Company. According to the Company’s articles of association, the Management Board is comprised of its president and other members and shall have no less than three but no more than six members. The exact number of Management Board members, their powers, and the lines of business and other operations that they are responsible for, is determined by a resolution adopted by the Supervisory Board at the proposal of the Management Board president. One of the Management Board members is always a worker’s director, who only participates in decisions relating to human resources and social policy issues and does not have the power to represent the Company. As at the date of this Prospectus, the Management Board is composed of four members. Management Board members are appointed for a ﬁve year term of ofﬁce and may be re-appointed. Except for the worker’s director, who does not have the power to represent the Company, the president of the Management Board and other members represent the Company individually. Members of the Management Board need

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD the approval of the Supervisory Board to acquire or dispose of treasury shares, or acquire, establish or dissolve companies and business units. Approval is also required for raising or granting loans where the amount individually exceeds ﬁve per cent. of the Company’s total capital or for other individual capital investments exceeding ﬁve per cent. of total capital. They also need approval to grant a special power of attorney (‘‘prokura’’) and to establish mortgages on the Company’s real property.

Members of the Management Board Tomazˇ Berlocˇnik, President of the Management Board. Mr. Berlocˇnik was appointed for a five-year term of office beginning on 1 February 2011. Born in 1968, Mr. Berlocˇnik holds a bachelor’s degree in engineering from the Faculty of Mechanical Engineering of the University of Ljubljana and a master’s degree in business administration from the Faculty of Economics of the University of Ljubljana. Whilst at university, Mr. Berlocˇnik co-founded the company RVS d.o.o. After graduation, Mr. Berlocˇnik joined the RS Fund for Development as project manager for the reorganisation of companies. Since then, Mr. Berlocˇnik has held a number of positions including chairman of the management board of Donit Tesnit d.d., chairman of the management board of Istrabenz d.d. and member of the Supervisory Board of the Company. He is currently a member of the supervisory board of Telekom Slovenije d.d. Mr. Berlocˇnik’s fields of responsibility at the Company comprise (i) retail oil products, (ii) procurement of oil products, (iii) logistics, (iv) human resources, (v) investments and maintenance, (vi) general administration and legal affairs and (vii) quality assurance. Rok Vodnik, Member of the Management Board. Mr. Vodnik was first appointed for a five-year term of office beginning on 30 August 2009 and was reappointed for a new five-year term beginning on 30 August 2014. Born in 1970, Mr. Vodnik holds a bachelor’s degree in electrical engineering from the Faculty of Electrical Engineering of the University of Ljubljana and a master’s degree in business administration from the Faculty of Economics of the University of Ljubljana. Mr. Vodnik began his career at the company Avtotehna-Canon. He was then employed by the Kolektor Group, where he was in charge of projects in the area of informatics, internationalisation and analysis. In 1999, Mr. Vodnik moved to the United States where he led the establishment of the retail company Comtrade USA and the manufacturing company TKI Inc. In 2002, Mr. Vodnik became executive director of marketing and sales at the Kolektor Group, where he also served as a member of the board of directors. Mr. Vodnik’s fields of responsibility at the Company comprise (i) energy, environment and trading (ii) wholesale of oil products, (iii) procurement and sale of merchandise and (iv) marketing. Janez Zˇ ivko, Member of the Management Board. Mr. Zˇ ivko was first appointed for a five year term of office beginning on 30 August 2009 and was reappointed for a new five-year term beginning on 30 August 2014. Born in 1973, Mr. Zˇ ivko holds an MBA in managerial finance from the University of Denver, USA. Mr. Zˇ ivko’s professional career began at Merrill Lynch in the United States and continued at ACT Teleconferencing Denver, USA, where he started as a financial analyst, later being appointed head of finance, accounting and controlling for EU operations. In 2002, he was employed by Gorenje, d.d., initially as its finance management director, and later being appointed as a deputy management board member in charge of finance and economics. In 2009, Mr. Zˇ ivko became managing director of the company Gorenje Nederland B.V. Mr. Zˇ ivko’s fields of responsibility at the Company comprise (i) finance, (ii) accounting, (iii) controlling, (iv) IT and (v) risk management. Samo Gerdin, Member of the Management Board/ Worker Director. On 24 November 2010, Mr. Gerdin was appointed by the Supervisory Board as a worker director for a five-year term of office. Born in 1969, Mr. Gerdin has a bachelor’s degree in chemical technology from the Faculty of Chemistry and Chemical Engineering of the University of Maribor. He participates in decisions relating to human resources and social policy issues, but cannot act as a legal representative. Mr. Vodnik and Mr. Zˇ ivko were both reappointed on 8 May 2014 for a further five year term commencing on 30 August 2014. The business address of the members of the Management Board is at Dunajska cesta 50, 1527 Ljubljana. There are no conflicts of interest between any duties of members of the Management Board and their private interests and/or their duties.

Supervisory Board The Supervisory Board’s primary legally mandated responsibility is to supervise the conduct of the Company’s operations. It also appoints and dismisses the members of the Management Board.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD Under the Company’s articles of association, the Supervisory Board comprises of nine members. Three members are elected by the Company’s Workers Council from the employees and six members are elected by the general meeting of the shareholders. They are elected for a term of four years and may be re-elected when their term of office expires. The Supervisory Board elects its president and deputy president from among its members. The president of the Supervisory Board is always a representative of the Company’s shareholders. A resolution on an early recall of the Supervisory Board members representing shareholders has to be adopted with a three quarters majority of votes present at the general meeting of shareholders, while the conditions for the recall of the Supervisory Board members representing employees are determined by the Workers’ Council internal rules. The current members of the Supervisory Board are: Tomazˇ Kuntaricˇ, President of the Supervisory Board – shareholder representative. Mr. Kuntaricˇ was appointed at the 18th General Meeting of 7 April 2009 for a four year term of office and reappointed at the 23rd General Meeting of 4 April 2013 for another term of office beginning on 7 April 2013. Born in 1966, Mr. Kuntaricˇ holds a Bachelor of Laws degree from the Faculty of Law of the University of Ljubljana and master’s degree from the Faculty of Economics of the University of Ljubljana. He is currently employed at Gorenje Beteiligungsges.m.b.H., Wien as a member of the management board. Before that. Mr. Kuntaricˇ served as president of the management board of Slovenska odsˇkodninska druzˇba, d.d., assistant member of the management board at Gorenje d.d., Velenje and member of the management board of Kapitalska druzˇba, d.d. Irena Prijovic´, Deputy President of the Supervisory Board – shareholder representative. Mrs. Prijovic´ was appointed as a replacement Supervisory Board member for the remaining term of the office of Tomazˇ Berlocˇnik at the 20th General Meeting of 6 May 2010 and reappointed for another term of office beginning on 7 April 2013 at the 23rd General Meeting of 4 April 2013. Born in 1968, Mrs. Prijovic´ holds a bachelor’s degree in economics from the Faculty of Economics of the University of Ljubljana and a master’s degree from the Faculty of Social Science of the University of Ljubljana. She started her career as a consultant on privatisation projects at the Slovenian Institute of Management. Mrs. Prijovic´ subsequently worked at the Technology Development Fund of the Republic of Slovenia and in 1996 she joined the consulting company Socius. Since 1997, Mrs. Prijovic´ has been closely involved in the activities of the National Directors’ Association. In 2005, she joined the Slovenian Directors’ Association as Secretary General. Igo Gruden, Member of the Supervisory Board – shareholder representative. Mr. Gruden was appointed for a four-year term of office beginning on 7 April 2013. Born in 1972, Mr. Gruden holds a bachelor’s degree in engineering from the Faculty of Mechanical Engineering of the University of Ljubljana. Mr. Gruden has worked as a portfolio manager at Nova Ljubljanska Banka d.d. and from 2004 has held positions on the management boards of various companies including NLB Skladi d.d., Perspektiva d.d., Slovenska odsˇkodninska druzˇba d.d. and Probanka d.d. Klemen Ferjancˇicˇ, Member of the Supervisory Board – shareholder representative. Mr. Ferjancˇicˇ was appointed for a four-year term of office beginning on 7 April 2013 at the 23rd General Meeting held on 4 April 2013. Born in 1971, Mr. Ferjancˇicˇ holds a bachelor’s degree in engineering from the Faculty of Mechanical Engineering of the University of Ljubljana and a master’s degree in energy and process engineering from the Faculty of Mechanical Engineering of the University of Ljubljana. Mr. Ferjancˇicˇ started his career in the Company where he has held number of positions including assistant director for South East Europe. Mr. Ferjancˇicˇ has also worked in the construction industry; from 2006 until 2013 as a managing director of SGP Tehnik d.d. He currently holds the position of procurator of the company Baklus d.o.o. Matija Blazˇicˇ, Member of the Supervisory Board – shareholder representative. Mr. Blazˇicˇ was appointed for a four-year term of office beginning on 7 April 2013 at the 23rd General Meeting held on 4 April 2013. Born in 1946, Mr. Blazˇicˇ holds a bachelor’s degree in Organizational Sciences from the Faculty of Organizational Sciences Kranj of the University of Maribor. Mr. Blazˇicˇ currently holds no position other than his place as a member of the Supervisory Board of the Company but he has previously held the position of executive director of the consulting company MM Intelekta d.o.o., and executive director of the insurance company Adriatic d.d. Mladen Kaliterna, Member of the Supervisory Board – shareholder representative. Mr. Kaliterna was appointed for a four-year term of office beginning on 16 July 2013 at the 23rd General Meeting held on 4 April 2013. Born in 1967, Mr. Kaliterna holds a bachelor’s degree in Computer and Information Science from the Faculty of Computer and Information Science of the University of Ljubljana and a master’s degree from the Faculty of Economics of the University of Ljubljana. Mr. Kaliterna started

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD his career in the banking sector. In 2001, Mr. Kaliterna became executive director and member of the management board of Perspektiva d.d. Currently he holds the position of president of the management board of Perspektiva d.d. Andrej Tomplak, Member of the Supervisory Board - employee representative. Mr. Tomplak was reappointed for a four-year term of office beginning on 22 February 2013 at the 3rd Workers’ Council meeting of 4 February 2013. Born in 1976, Mr. Tomplak holds a bachelor’s degree in Organizational Sciences from the Faculty of Organizational Sciences Kranj of the University of Maribor. He started his career at Petrol Maloprodaja Slovenija d.o.o. where he has held number of positions. Mr. Tomplak currently holds the position of director of retail segment for South West Slovenija. Ika Krevzel Panic´, Member of the Supervisory Board – employee representative. Mrs. Krevzel Panic´ was appointed for a four-year term of office beginning on 22 February 2013 at the 3rd Workers’ Council meeting of 4 February 2013. Born in 1974, Mrs. Krevzel Panic´ holds a Bachelor of Laws degree from the Faculty of Law of the University of Ljubljana. She currently holds the position of head of the legal service department of the Company. Before that she worked in the legal department at Diners Club SLO d.o.o. and Medical Chamber of Slovenia. Zoran Gracˇner, Member of the Supervisory Board – employee representative. Mr. Gracˇner was appointed for a four-year term of office beginning on 22 February 2013 at the 3rd Workers’ Council meeting of 4 February. Born in 1970, Mr. Gracˇner holds a bachelor’s degree in engineering from the Faculty of Mechanical Engineering of the University of Ljubljana and a master’s degree in business administration from the Faculty of Economics of the University of Ljubljana. He currently holds the position of head of the gas and heat department of the Company. Before that he was a member of the Slovenian Parliament from 2000 until 2005 and prior to that worked as a project manager at Rudis d.d., Trbovlje. The business address of the members of the Supervisory Board is at cesta 50, 1527 Ljubljana. There are no conflicts of interest between any duties of members of the Supervisory Board and their private interests and/or their duties. Mr. Dari Juzˇna, a former member of supervisory board, has been charged with money laundering and abuse of powers in relation to a road construction company Cestno gradbeno podjetje d.d. He pleaded guilty and was convicted on 1 July 2013 and received a community work sentence. His membership of the Supervisory Board ended on 16 July 2013. The Supervisory Board has the following committees as at the date of this Prospectus: * Audit Committee. The audit committee is responsible for supervising and monitoring the Company’s financial reporting, internal control and risk management processes and the internal audit function and is in charge of liaising with the Company’s external auditors. As at the date of this Prospectus, the Audit Committee’s members are Mr. Kaliterna, Ms. Prijovic´, Mr. Gracˇner, Ms. Krevzel Panic´ and Mr. Pusˇnik as an external expert member. * Human Resources and Management Board Evaluation Committee. This committee is responsible for the evaluation of the performance of the Management Board and the selection of candidates for the Management Board and Supervisory Board. As at the date of this Prospectus, the Human Resources and Management Board Evaluation Committee’s members are Mr. Ferjancˇicˇ, Mr. Gruden, Mr. Kuntaricˇ and Mr. Tomplak.

Insurance The Group is covered by several insurance policies, including third party liability insurance, product liability insurance, employer’s liability insurance, property damage insurance and directors and ofﬁcers insurance. In particular, the Group insures against environmental liabilities it may incur and against non-payment of receivables by its customers. The Group maintains the types and amounts of insurance coverage that it believes are consistent with customary industry practices in the countries in which the Group operates. See ‘‘Risk factors – Risks Relating to the Group – The Group may not have adequate insurance coverage to cover all potential risks’’.

Risk Management The Group uses a comprehensive business risk management system to monitor the risks in its business environment, making sure that the Group’s key risks are identiﬁed, assessed and controlled in due time. The Group’s risk management procedures are integrated into the entire organisational

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD structure and on all levels of the business processess. The Group’s business risk management policy defines the framework of the risk management system. The Group regularly monitors its exposure to various types of risk and carries out activities to analyse, monitor and contain them. The Group’s business risk model consists, in substance, of a set of 20 business risk categories divided into two major groups: environment risks and performance risks. In particular, the Group seeks to reduce its exposure to certain of the key risks it faces as follows: * Commodity price and foreign exchange risks. The Group endeavours to minimise commodity price and foreign exchange risk by firstly aligning procurement and sale of oil products on a volume and quotation basis and secondly by entering into derivative transactions to hedge the residual commodity price and foreign exchange risks (the Group does not enter into derivative transactions of a speculative nature). Additionally, the oil product-pricing model in Slovenia and Montenegro allows for changes in global oil product prices and exchange rates to be passed on to domestic selling prices, which reduces this risk in those countries. * Interest rate risks. To hedge against exposure to interest rate risk, a portion of variable interest rates is transformed into a fixed interest rate using derivative financial instruments. Under internal rules, exposure to interest rate risk is hedged up to 75 per cent. of the Group’s net interest position. When deciding whether to pursue additional hedging activities, forecasts regarding interest rate changes are considered. The time of hedging and the type of instruments used to this effect are determined based on market conditions. * Credit risk. The Group systematically monitors outstanding operating receivables by age, region and organisational unit, as well as by quality and by individual customer. Particular attention is given to the individual treatment of major customers or customers in relation to which the outstanding receivables balances exceed A250,000. The Group maintains strict conditions in approving the amount of exposure (limits) to individual buyers. The Group uses a range of credit security as a requirement to approve sales (mortgages, pledges, bank guarantees, letters of credit, insurance with insurance companies, collaterals, corporate guarantees, securities).

Internal audit The Company’s internal audit function has operated as an independent and autonomous support function since 2002. It is responsible directly to the president of the Management Board and operates across the Group. The purpose of internal audit is to give objective assurance and advice to the Management Board and to management at all levels as regards property protection, improvement of quality and efficiency of the Group’s operations, thus helping the Company achieve its strategic and business goals based on best practices. Internal audit operates in accordance with the Charter and Rules Governing the Work of Internal Audit and the principles of independence, professional competence, objectivity and ethical principles as the fundamental principles of the auditing profession. Internal audit’s annual work programmes are approved by the Management Board and the Supervisory Board’s Audit Committee. Internal audit provides regular reports on its work to the Management Board and reports at least quarterly to the Supervisory Board’s Audit Committee. In 2013, the Audit Committee received internal audit reports on all audits, findings and recommendations for improving supervisory controls and risk management within the Group, and quarterly reports on the work of internal audit and implementation of recommendations. All regular audits of internal audit are carried out using the System Based Auditing approach to verify the integrity of financial reporting, compliance with legislation and internal rules, implementation of the Group’s strategy and process effectiveness. In terms of their content, the audits are focused mainly on verifying the efficiency of financial risk management and on operations of subsidiary companies in South East Europe. In addition to regular and extraordinary audits, the internal audit regularly monitors the implementation of recommendations from previous and current years and, in accordance with the Management Board’s instructions, takes part in Company projects related to the risk management system of the Group.

Related Party Transactions The Company, in the ordinary course of its business, enters into related party transactions with its subsidiaries, jointly-controlled entities and associates relating to, inter alia, the centralisation of the Group’s oil supply, treasury function and corporate services. For details on the related party transactions involving Group companies, all of which are carried out based on the market conditions

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD applicable to the transactions with unrelated parties, see note 8 to the Group’s consolidated ﬁnancial statements as at and for the years ended 31 December 2013 and 2012. The Group has no outstanding loans to any member of the Management Board or Supervisory Board or to any senior manager.

Recent Developments On 5 May 2014, the Excise Duty Act in Slovenia was amended so that the bio-component in transport fuel is no longer exempted from excise duty with only 100 per cent. biofuel remaining exempt. The Company’s annual general meeting was held on 24 April 2014, at which it was resolved, inter alia, (i) to pay a dividend to shareholders of A20,822,139.80 on 12 August 2014 and (ii) to appoint Ernst & Young d.o.o. as the Company’s auditors for 2014.

c110006pu040 Proof 6: 18.6.14_16:52 B/L Revision: 0 Operator ChoD TAXATION

General The comments below are of a general nature and are not intended to be exhaustive. They assume that there will be no substitution of the Issuer or further issues of securities that will form a single series with the Notes, and do not address the consequences of any such substitution or further issue (notwithstanding that such substitution or further issue may be permitted by the Conditions). Any Noteholders who are in doubt as to their own tax position should consult their professional advisers.

The Republic of Slovenia Taxation of Interest Income Taxation of interest income derived from the Notes will differ depending on whether, at the time when the Issuer will make payments of interest under the Notes, the Notes will be admitted to trading on a regulated market or a multilateral trading facility (MTF) within an EU member state or OECD (the Notes, while so admitted to trading, hereinafter referred as Listed Securities). If, and for as long as the Notes qualify as Listed Securities, the Issuer will be entitled to make all payments of interest under the Notes free and clear of any withholding or deduction for or on account of taxes pursuant to applicable Slovenian law. If, however, at the time when the Issuer will make a payment of interest under the Notes, the Notes do not qualify as Listed Securities, then: (a) such payment will be subject to withholding tax payable by the Issuer at the maximum rate applicable under Slovenian taxation law (currently being 25 per cent.); and (b) if the income derived from such interest payment would, if received directly by its beneficial owner, be exempted from Slovenian tax or subject to tax at a rate lower than applied for the purpose of such withholding tax, the beneficial owner will be entitled to claim a refund of the excessive amount of tax so withheld from the Slovenian tax administration. Corporate Investors Interest on the Notes received by a legal person resident for taxation purposes in the Republic of Slovenia or a permanent establishment (poslovna enota) in the Republic of Slovenia of a legal person not resident for taxation purposes in the Republic of Slovenia will be subject to Slovenian Corporate Income Tax (davek od dohodkov pravnih oseb) as a part of its overall income tax (currently levied at the rate of 17 per cent.). If, and for as long as the Notes qualify as Listed Securities, no Slovenian tax will be levied on payments under the Notes to legal persons not resident for taxation purposes in the Republic of Slovenia and having no permanent establishment (poslovna enota) in the Republic of Slovenia. If, however, at the time when the Issuer will make a payment of interest under the Notes, the Notes do not qualify as Listed Securities and the amount so paid will be subject to withholding tax at the rate of 25 per cent., legal persons who beneficially received such interest will be entitled to claim a refund of the tax so withheld (a) in accordance with a double taxation agreement (a ‘‘Treaty’’) with the jurisdiction of residence of the beneficial owner which either (i) makes provision for full exemption from tax imposed by such jurisdiction of residence on interest or (ii) limits the amount of tax such jurisdiction of residence may charge on interest to the beneficial recipient resident in that other jurisdiction up to a lower per cent, on the amount of tax exceeding the provisions of the Treaty, (b) if no such Treaty with the jurisdiction of the beneficial owner exists, of the amount exceeding 15 per cent. of the amount paid. No Slovenian withholding tax will be levied on payments under the Notes to legal persons regardless of their residence for taxation purposes, if the recipient of the payment provides the payer of the interest with his Slovenian tax number. Individuals The amounts of interest on the Notes received by an individual resident for tax purposes in the Republic of Slovenia will be subject to Slovenian Personal Income Tax (dohodnina) assessed on the income so derived at the rate of 25 per cent., which tax is the final tax imposed by the Republic of Slovenia on interest on the Notes, except where such income qualifies as business income (dohodek iz dejavnosti) of such individual, in which case such income will be subject to Slovenian Personal Income Tax as a part of overall annual business income at the rate applicable in accordance with the progressive tax scale which may reach up to 50 per cent.

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD The amounts of interest on the Notes received by an individual who is not resident for taxation purposes in the Republic of Slovenia will be fully exempt from Slovenian tax if and for as long as the Notes qualify as Listed Securities. If, however, at the time when the Issuer makes a payment of interest under the Notes, the Notes do not qualify as Listed Securities, the amounts of interest on the Notes received by an individual not resident for tax purposes in the Republic of Slovenia will be subject to Slovenian Personal Income Tax assessed on the income so derived at the rate of 25 per cent., which tax is the final tax imposed by the Republic of Slovenia on interest on the Notes, provided that an individual who is resident for taxation purposes in an EU Member State (other than the Republic of Slovenia) shall be fully exempt from this Slovenian tax in circumstances where (i) the individual in question is the beneficial owner of such interest; and (ii) the paying agent (placˇilni zastopnik) as defined in the Slovenian Tax Procedure Act (Zakon o davcˇnem postopku (ZDavP-2), Uradni list RS, No. 13/2011-UPB4, 32/2012, 94/2012, 101/13, 111/13, 22/2014 and 25/2014) is required to report the payment to the tax authorities in the jurisdiction of the relevant paying agent in accordance with the provisions implementing the European Council Directive 2003/48/EC of 3 June 2003 on taxation of savings income in the form of interest payments. Slovenian Personal Income Tax on non-business interest income will be levied by way of withholding tax if, at the time when the Issuer makes a payment of interest under the Notes, the Notes will not qualify as Listed Securities. Any individual who is liable for Slovenian Personal Income Tax on interest income under the Notes as non-business income and receives an amount of interest under the Notes free of any deduction for account of this tax shall (i) declare each amount so received in a tax return filed by the 15th day of a calendar month for the period of the previous three calendar months; and (ii) pay the amount of tax in accordance with the relevant decision of the tax authorities.

Taxation of Capital Gains Corporate Investors Capital gains earned on the sale or disposition of the Notes by a legal person resident for taxation purposes in the Republic of Slovenia or a permanent establishment (poslovna enota) in the Republic of Slovenia of a legal person not resident for taxation purposes in the Republic of Slovenia will be subject to Slovenian Corporate Income Tax as a part of its overall income tax (currently levied at the rate of 17 per cent.). Capital gains earned by legal persons not resident for taxation purposes in the Republic of Slovenia and having no permanent establishment (poslovna enota) in the Republic of Slovenia are not subject to Slovenian taxation.

Individuals Under the Slovenian Personal Income Tax Act (Zakon o dohodnini (ZDoh-2), Uradni list RS No. 13/ 2011-UPB7, 9/2012, 24/2012, 30/2012, 40/2012, 71/2012, 75/2012, 94/2012, 96/2013, 108/2013 and 29/ 2014), capital gains from the sale or other disposition of debt securities held as non-business assets are in general exempt from taxation, while capital gains earned as business income (dohodek iz dejavnosti) of an individual resident for taxation purposes in the Republic of Slovenia are subject to Slovenian Personal Income Tax as a part of such individual’s overall annual business income at the rate applicable in accordance with the progressive tax scale which may reach up to 50 per cent. Capital gains earned on the sale or disposition of the Notes by an individual resident for taxation purposes in the Republic of Slovenia may, in circumstances described in the Act on the Taxation of Proﬁts from the Disposal of Derivatives (Zakon o davku od dobicˇka od odsvojitve izvedenih ﬁnancˇnih instrumentov (ZDDOIFI) Uradni list RS no. 65/08, 40/2012), be subject to tax levied at the rate of up to 40 per cent.

Value Added Tax Pursuant to Article 44/4(e) of the Value Added Tax Act (Zakon o davku na dodano vrednost (ZDDV- 1) Uradni list RS, No. 13/2011-UPB3, 18/2011, 78/2011, 38/2012, 40/2012, 83/2012, 14/2013, 46/2013 and 101/13), transactions with securities are VAT-exempt in the Republic of Slovenia. According to the law, interest on debt securities is not subject to VAT, thus VAT is neither charged nor payable.

Inheritance and gift taxations Natural persons and private law entities, within the meaning of the Slovenian Inheritance and Gift Tax Act (Zakon o davku na dedisˇcˇine in darila (ZDDD), Uradni list RS no. 117/06) may be subject to

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD Slovenian inheritance and gift tax in case of the transfer of the Notes mortis causa or inter vivos. The value of all transfers by the same person in one year is considered when ascertaining the taxable amount for such purposes. Inheritance tax and gift tax is assessed by reference to the market value of property subject to taxation at the time of the occurrence of tax liability, decreased by debts, costs and charges relating to this property. In the case of movable property (such as the Notes), the tax base for inheritances and gifts is decreased by A5,000. Tax on inheritance and gifts is not paid by the heir or recipient of a gift of a ﬁrst hereditary order (children and spouse). Tax rates are progressive and differ depending on the hereditary order. Tax rates for inheritance and gift tax range: (a) from 5 per cent. up to 14 per cent. for the second hereditary order (parents, siblings and their descendants); (b) from 8 per cent. up to 17 per cent. for the third hereditary order (grandparents); and (c) from 12 per cent. up to 39 per cent. for all subsequent hereditary orders (others).

United Kingdom The comments in this part are based on current United Kingdom tax law as applied in England and Wales and HM Revenue & Customs practice (which may not be binding on HM Revenue & Customs) They assume that the Finance Bill, as ordered to be printed on 27 March 2014, will be enacted without amendment. They assume that interest on the Notes do not have a United Kingdom source and, in particular, that Issuer is neither an United Kingdom resident nor acts through a permanent establishment in the United Kingdom in relation to the Notes.

Withholding Payments of interest and other amounts on the Notes by the Issuer may be made without withholding or deduction for or on account of United Kingdom income tax. However, Noteholders should be aware that if they are resident, or carry on business, in the United Kingdom they may, depending on their personal circumstances, be liable to United Kingdom tax in respect of any income, proﬁts or gains accruing to them from holding or disposing of the Notes.

Information Reporting Information relating to securities may be required to be provided to HM Revenue & Customs in certain circumstances. This may include the value of the Notes, details of the holders or beneﬁcial owners of the Notes (or the persons for whom the Notes are held), details of the persons to whom payments derived from the Notes are or may be paid and information and documents in connection with transactions relating to the Notes. Information may be required to be provided by, amongst others, the holders of the Notes, persons by (or via) whom payments derived from the Notes are made or who receive (or would be entitled to receive) such payments, persons who effect or are a party to transactions relating to the Notes on behalf of others and certain administrators. In certain circumstances, the information obtained by HM Revenue & Customs may be provided to tax authorities in other countries.

Inheritance Tax Provided that the relevant Notes are physically held outside the United Kingdom at the time of death or gift no Inheritance Tax is charged on such death or gift if the Noteholder is neither domiciled, nor deemed to be domiciled, in the United Kingdom. Where the Notes are held in a clearing system HM Revenue & Customs is known to consider that the situs of the relevant assets is not necessarily determined by the place where the Notes are physically held. Prospective Noteholders to whom this may be of signiﬁcance are advised to consult their own professional advisers.

United Kingdom Stamp Duty and Stamp Duty Reserve Tax No United Kingdom stamp duty or stamp duty reserve tax is payable on the issue or transfer by delivery of a Bond or on its redemption.

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD EU Directive on the Taxation of Savings Income (Directive 2003/48/EC) The Savings Directive requires EU Member States to provide to the tax authorities of other EU Member States details of payments of interest and other similar income paid by a person established within its jurisdiction to (or for the benefit of) an individual resident, or certain other types of entity established, in that other EU Member State, except that Austria and Luxembourg will instead impose a withholding system for a transitional period (subject to a procedure whereby, on meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be withheld) unless during such period they elect otherwise. The Luxembourg government has announced its intention to elect out of the withholding system in favour of an automatic exchange of information with effect from 1 January 2015. The Council of the European Union has adopted the Amending Directive which will, when implemented, amend and broaden the scope of the requirements described above. The Amending Directive will expand the range of payments covered by the Savings Directive, in particular to include additional types of income payable on securities, and the circumstances in which payments must be reported or paid subject to withholding. For example, payments made to (or for the benefit of) (i) an entity or legal arrangement effectively managed in an EU Member State that is not subject to effective taxation, or (ii) a person, entity or legal arrangement established or effectively managed outside of the EU (and outside any third country or territory that has adopted similar measures to the Savings Directive) which indirectly benefit an individual resident in an EU Member State, may fall within the scope of the Savings Directive, as amended. The Amending Directive requires EU Member States to adopt national legislation necessary to comply with it by 1 January 2016, which legislation must apply from 1 January 2017. Investors who are in any doubt as to their position should consult their professional advisers.

The Proposed Financial Transactions Tax (‘‘FTT’’) The European Commission has published a proposal for a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the ‘‘participating Member States’’). The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain dealings in the Notes (including secondary market transactions) in certain circumstances. Under the current European Commission proposal the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in the Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, ‘‘established’’ in a participating Member State in a broad range of circumstances, including (a) by transacting with a person established in a participating Member State or (b) where the financial instrument which is subject to the dealings is issued in a participating Member State. The FTT proposal remains subject to negotiation between the participating Member States. It is likely to be altered prior to any implementation, the timing of which remains unclear. Whilst 10 of the participating Member States issued a statement on 6 May 2014 indicating their general approach as to how they would take the FTT forward, Slovenia was not party to the statement. Additional EU Member States may decide to participate in the FTT. Prospective holders of the Notes are advised to seek their own professional advice in relation to the FTT.

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD SUBSCRIPTION AND SALE

J.P. Morgan Securities plc (the ‘‘Lead Manager’’) has, pursuant to a Subscription Agreement dated 19 June 2014 agreed with the Issuer, subject to the satisfaction of certain conditions, to subscribe the Notes at 99.320 per cent. of their principal amount. The Issuer has agreed to pay to the Lead Manager a commission and certain costs and expenses incurred by it in connection with the issue of the Notes. The Subscription Agreement entitles the Lead Manager to terminate it in certain circumstances prior to payment being made to the Issuer. The Lead Manager and its affiliates may have engaged, and may in future engage, in investment banking and/or commercial banking transactions with, and may perform services to the Issuer or entities within the Group and its respective affiliates in the ordinary course of business. In addition, in the ordinary course of its business activities the Lead Manager and its affiliates may make or hold a broad array of investments and actively trade securities (or related derivative securities) and financial instruments (including bank loans) for its own account and for the accounts of its customers. Such investments and securities activities may involve securities and/or instruments of the Issuer or entities within the Group or their respective affiliates. The Lead Manager or its affiliates may have a lending relationship with the Issuer or entities within the Group and may hedge their credit exposure to the Issuer or entities within the Group consistent with its customary risk management policies. Typically, such persons would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes. Any such short positions could adversely affect future trading prices of the Notes. The Lead Manager and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold or recommend to clients that it acquires, long and/or short positions in such securities and instruments.

General Neither the Issuer nor the Lead Manager has made any representation that any action will be taken in any jurisdiction by the Lead Manager or the Issuer that would permit a public offering of the Notes, or possession or distribution of this Prospectus (in preliminary, proof or ﬁnal form) or any other offering or publicity material relating to the Notes (including roadshow materials and investor presentations), in any country or jurisdiction where action for that purpose is required. The Lead Manager has agreed that it will comply to the best of its knowledge and belief in all material respects with all applicable laws and regulations in each jurisdiction in which it acquires, offers, sells or delivers Notes or has in its possession or distributes this Prospectus (in preliminary, proof or ﬁnal form) or any such other material, in all cases at its own expense. It will also ensure that no obligations are imposed on the Issuer in any such jurisdiction as a result of any of the foregoing actions.

United States The Notes have not been and will not be registered under the Securities Act and Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or to U.S. persons. The Lead Manager has represented and agreed that it has not offered, sold or delivered and will not offer, sell or deliver any Notes within the United States or to U.S. persons, except as permitted by the Subscription Agreement. In addition, until 40 days after the commencement of the offering, an offer or sale of Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act.

United Kingdom The Lead Manager has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (‘‘FSMA’’) received by it in connection with the issue or sale of the Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD GENERAL INFORMATION

1. An application has been made to list the Notes on the Irish Stock Exchange by the Issuer, through the Listing Agent, Arthur Cox. Arthur Cox is acting solely in its capacity as listing agent for the Issuer in relation to the Notes and is not itself seeking admission to the Official List or to trading on the Market. It is expected that listing of the Notes on the Official List and admission of the Notes to trading on the Market will be granted on or before 23 June 2014, subject only to the issue of the Temporary Global Note. 2. The Issuer estimates that the expenses associated with the listing of the Notes on the Official List and admission of the Notes to trading on the Market will amount to approximately A4,940. 3. The Issuer has obtained all necessary consents, approvals and authorisations in the Republic of Slovenia in connection with the issue and performance of the Notes. The issue of the Notes was authorised by a resolution of the Management Board passed on 18 June 2014 and a resolution of the Supervisory Board passed on 18 June 2014. 4. The Issuer is incorporated under and operates in accordance with the Slovenian Companies’ Act (Zakon o gospodarskih druzˇbah (ZGD-1)) and has its registered office at Dunajska cesta 50, 1527 Ljubljana, Republic of Slovenia (Telephone number: +386 1 47 14 234). 5. Except as disclosed in ‘‘Recent Developments’’, there has been no significant change in the financial or trading position of the Issuer or of the Group since 31 March 2014 and no material adverse change in the financial position or prospects of the Issuer or of the Group since 31 December 2013. 6. Except as disclosed in ‘‘Description of the Issuer – Litigation’’, neither the Issuer nor any of its subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) during the 12 months preceding the date of this Prospectus which may have or have had in the recent past significant effects on the financial position or profitability of the Issuer or the Group. 7. Each Note and Coupon will bear the following legend: ‘‘ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE’’. 8. The Notes have been accepted for clearance through the Euroclear and Clearstream, Luxembourg systems (which are the entities in charge of keeping the records) with a Common Code of 102895177. The International Securities Identification Number (ISIN) for the Notes is XS1028951777. The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium and the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855 Luxembourg. The Notes are intended to be held in a manner which will allow Eurosystem eligibility. This simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper and this does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon satisfaction of the Eurosystem eligibility criteria. 9. There are no material contracts entered into other than in the ordinary course of the Issuer’s business, which could result in any member of the Group’s being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to Noteholders. 10. Where information in this Prospectus has been sourced from third parties, this information has been accurately reproduced, and as far as the Issuer is aware and is able to ascertain from the information published by such third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. The source of third party information is identified where used. 11. For so long as any of the Notes are outstanding, physical copies (and English translations where the documents in question are not in English) of the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the office of the Issuer at Dunajska cesta 50, 1527 Ljubljana, Republic of Slovenia:

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD (a) the Fiscal Agency Agreement (which includes the form of the Global Notes, the definitive Notes and the Coupons); (b) the Articles of Association of the Issuer; (c) the published annual report and audited consolidated accounts of the Issuer and the Group for the financial years ended 31 December 2012 and 31 December 2013; and (d) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus. This Prospectus will be published on the website of the Irish Stock Exchange at www.ise.ie. 12. The financial statements of the Issuer and the consolidated financial statements of the Group contained in this Prospectus have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union. 13. KPMG Slovenia podjetje za revidiranje, d.o.o. of KPMG Slovenia, Zelezna cesta 8., 1000 Ljubljana, Republic of Slovenia (Independent Public Accountants) and a member of The Slovenian Institute of Auditors have audited, and rendered unqualified audit reports on, the accounts of the Issuer for the financial years ended 31 December 2012 and 31 December 2013. 14. Ernst & Young d.o.o. of Dunajska cesta 111., 1000 Ljubljana, Republic of Slovenia (Independent Public Accountants) and a member of The Slovenian Institute of Auditors have been appointed as the new auditor of the Issuer for the year 2014. 15. Corporate governance guidelines in Slovenia applicable to the Issuer recommend that a company’s external auditors be changed every five years. In accordance with these recommendations, Ernst & Young d.o.o. were appointed as the Issuer’s auditor in place of KPMG Slovenia podjetje za revidiranje, d.o.o. by a resolution at a general meeting of the Issuer shareholders held on 24 April 2014. 16. Any websites referred to herein do not form part of this Prospectus.

c110006pu050 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD INDEX TO FINANCIAL INFORMATION OF THE ISSUER

Unaudited Interim Condensed Consolidated and Unconsoldiated Financial Statements for the three months ended 31 March 2014 ...... F-2

Consolidated and Unconsolidated Income Statement of Proﬁt or Loss...... F-3

Consolidated and Unconsolidated Other Comprehensive Income...... F-4

Consolidated and Unconsolidated Statement of Financial Position...... F-5

Consolidated Statement of Changes in Equity...... F-6

Consolidated and Unconsolidated Statement of Cash Flows ...... F-8

Notes to the Consolidated Financial Statements ...... F-9

Consolidated and Unconsoldiated Financial Statements for the year ended 31 December 2013 F-32

Statement of Management’s Responsibility...... F-35

Independent Auditors’ Report...... F-36

Consolidated and Unconsolidated Income Statement of Proﬁt or Loss...... F-38

Consolidated and Unconsolidated Other Comprehensive Income...... F-39

Consolidated and Unconsolidated Statement of Financial Position...... F-40

Consolidated Statement of Changes in Equity...... F-42

Consolidated and Unconsolidated Statement of Cash Flows ...... F-46

Notes to the Consolidated Financial Statements ...... F-48

Consolidated and Unconsoldiated Financial Statements for the year ended 31 December 2012 F-129

Statement of Management’s Responsibility...... F-132

Independent Auditors’ Report...... F-133

Consolidated and Unconsolidated Income Statement of Proﬁt or Loss...... F-135

Consolidated and Unconsolidated Other Comprehensive Income...... F-136

Consolidated and Unconsolidated Statement of Financial Position...... F-137

Consolidated Statement of Changes in Equity...... F-139

Consolidated and Unconsolidated Statement of Cash Flows ...... F-143

Notes to the Consolidated Financial Statements ...... F-145

F-1

c110006pu060 Proof 6: 18.6.14_16:53 B/L Revision: 0 Operator ChoD Report on the operations of the Petrol Group and the company Petrol d.d., Ljubljana in the first three months of 2014

FINANCIAL REPORT

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 31/61

F-2 Report on the operations of the Petrol Group and the company Petrol d.d., Ljubljana in the first three months of 2014

Financial statements of the Petrol Group and the company Petrol d.d., Ljubljana Income statement of the Petrol Group and Petrol d.d., Ljubljana

The Petrol Group Petrol d.d. Index Index (in EUR) Note 1-3 2014 1-3 2013 14/13 1-3 2014 1-3 2013 14/13

Sales revenue 919,380,019 947,032,907 97 757,826,066 777,195,432 98 Cost of goods sold (840,862,066) (866,192,416) 97 (700,138,036) (720,438,327) 97 Gross profit 78,517,953 80,840,491 97 57,688,030 56,757,105 102

Costs of materials 3 (8,563,393) (9,762,274) 88 (3,274,022) (2,800,567) 117 Costs of services 4 (26,635,276) (26,634,867) 100 (25,503,003) (27,339,595) 93 Labour costs 5 (15,858,036) (14,618,006) 108 (7,179,316) (6,039,028) 119 Depreciation and amortisation 6 (10,876,661) (10,111,853) 108 (7,335,973) (5,987,770) 123 Other costs 7 (803,477) (795,138) 101 (444,899) (477,757) 93 Operating costs (62,736,843) (61,922,138) 101 (43,737,213) (42,644,717) 103

Other revenue 2 3,049,108 1,449,767 210 1,983,921 921,967 215 Other expenses (256,694) (55,699) 461 (102,444) (14,011) - Operating profit 18,573,524 20,312,421 91 15,832,294 15,020,344 105

Share of profit of equity accounted investees 2,859,706 2,958,336 97 - - -

Other finance income 8 9,302,282 13,709,941 68 8,220,513 13,174,714 62 Other finance expenses 8 (15,431,566) (22,484,896) 69 (13,338,600) (19,459,161) 69 Net finance expense (6,129,284) (8,774,955) 70 (5,118,087) (6,284,447) 81

Profit before income tax 15,303,946 14,495,802 106 10,714,207 8,735,897 123

Income tax expense (1,275,422) (1,455,849) 88 (828,285) (678,296) 122 Deferred income tax (1,068,826) (651,709) 164 (772,673) (625,817) 123 Income tax (2,344,248) (2,107,558) 111 (1,600,958) (1,304,113) 123

Net profit for the period 12,959,698 12,388,244 105 9,113,249 7,431,784 123 Net profit for the period attributable to:

Owners of the controlling company 13,113,889 12,504,066 105 9,113,249 7,431,784 123

Non-controlling interest (154,191) (115,822) 133 - --

Basic and diluted earnings per share 9 6.29 6.01 105 4.42 3.60 123

Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 32/61

F-3

Other comprehensive income of the Petrol Group and Petrol d.d., Ljubljana

The Petrol Group Petrol d.d.

(in EUR) 1-3 2014 1-3 2013 1-3 2014 1-3 2013

Net profit for the period 12,959,698 12,388,244 9,113,249 7,431,784

Attribution of changes in the equity of associates 112,676 14,716 - - Effective portion of changes in the fair value of cash flow variability hedging (20,337) 1,565,303 249,672 1,565,303 Change in deferred taxes 11,558 (234,795) (42,444) (234,795) Foreign exchange differences (993,903) 43,424 - - Other comprehensive income reclassified to profit or loss in future periods (890,006) 1,388,648 207,228 1,330,508 Other comprehensive income (890,006) 1,388,648 207,228 1,330,508

Total comprehensive income for the period 12,069,692 13,776,892 9,320,477 8,762,292 Total comprehensive income attributable to: Owners of the controlling company 12,241,626 13,875,321 9,320,477 8,762,292 Non-controlling interest (171,934) (98,429) - -

Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 33/61

F-4

Statement of financial position of the Petrol Group and Petrol d.d., Ljubljana

The Petrol Group Petrol d.d. 31 December Index 31 December Index (in EUR) Note 31 March 2014 2013 14/13 31 March 2014 2013 14/13 ASSETS Non-current (long-term) assets Intangible assets 10 176,240,487 176,258,529 100 141,250,511 141,120,875 100 Property, plant and equipment 11 616,795,102 618,597,466 100 325,484,528 327,985,005 99 Investment property 11,921,755 12,349,949 97 11,722,555 12,157,881 96 Investments in subsidiaries 12 - - - 293,746,174 293,746,174 100 Investments in jointly controlled entities 13 48,921,341 47,660,111 103 5,972,012 5,820,277 103 Investments in associates 14 102,686,258 100,847,540 102 121,596,000 121,596,000 100 Available-for-sale financial assets 15 1,666,159 1,666,159 100 1,536,212 1,536,212 100 Financial receivables 7,403,646 7,049,936 105 23,540,136 23,433,149 100 Operating receivables 1,425,177 1,399,606 102 1,425,177 1,399,606 102 Deferred tax assets 27,313,325 28,090,265 97 24,274,785 25,106,275 97 994,373,250 993,919,561 100 950,548,090 953,901,454 100 Current assets Inventories 16 124,057,973 152,374,390 81 106,537,433 131,176,426 81 Financial receivables 17 18,977,130 15,745,516 121 17,692,239 14,234,319 124 Operating receivables 18 359,633,078 376,545,501 96 274,237,327 289,939,480 95 Corporate income tax assets 188,759 117,679 160 0 0 - Financial assets at fair value through profit or loss 19 2,261,601 1,588,030 142 2,261,601 1,588,030 142 Prepayments and other assets 20 10,553,331 10,301,458 102 7,765,462 6,733,681 115 Cash and cash equivalents 21,159,651 69,742,729 30 16,379,029 56,407,034 29 536,831,523 626,415,303 86 424,873,091 500,078,970 85 Total assets 1,531,204,773 1,620,334,864 94 1,375,421,181 1,453,980,424 95

EQUITY AND LIABILITIES Equity attributable to owners of the Petrol Group Called-up capital 52,240,977 52,240,977 100 52,240,977 52,240,977 100 Capital surplus 80,991,385 80,991,385 100 80,991,385 80,991,385 100 Legal reserves 61,987,886 61,987,886 100 61,749,884 61,749,884 100 Reserves for own shares 2,604,670 2,604,670 100 2,604,670 2,604,670 100 Own shares (2,604,670) (2,604,670) 100 (2,604,670) (2,604,670) 100 Other revenue reserves 155,748,074 155,748,074 100 149,809,212 149,809,212 100 Fair value reserve - - - 104,820,040 104,820,040 100 Hedging reserve (2,551,681) (2,542,902) 100 (1,685,775) (1,893,003) 89 Revaluation reserves 201,804 89,128 226 0 0 - Foreign exchange differences (9,370,095) (8,393,935) 112 0 0 - Retained earnings 142,572,456 129,458,567 110 24,210,979 15,097,730 160 481,820,806 469,579,180 103 472,136,701 462,816,224 102 Non-controlling interest (2,082,937) (1,911,003) 109 - -- Total equity 479,737,869 467,668,177 103 472,136,701 462,816,224 102 Non-current liabilities Provisions for employee benefits 4,756,357 4,757,559 100 2,572,256 2,572,256 100 Other provisions 2,944,650 3,596,712 82 2,524,862 2,524,862 100 Long-term deferred revenue 9,651,489 9,227,333 105 8,492,886 8,793,553 97 Financial liabilities 21 378,729,734 357,174,203 106 278,810,182 254,496,730 110 Operating liabilities 14,877,728 14,638,547 102 14,877,729 14,638,547 102 Deferred tax liabilities 5,986,793 6,008,299 100 5,973,799 5,973,799 100 416,946,751 395,402,653 105 313,251,713 288,999,747 108 Current liabilities Financial liabilities 21 286,647,073 243,167,684 118 319,229,927 280,385,392 114 Operating liabilities 22 333,100,478 495,155,432 67 259,962,273 406,005,643 64 Corporate income tax liabilities 253,100 5,010,189 - 178,763 5,072,648 - Other liabilities 23 14,519,502 13,930,729 104 10,661,803 10,700,770 100 634,520,153 757,264,034 84 590,032,767 702,164,453 84 Total liabilities 1,051,466,904 1,152,666,687 91 903,284,480 991,164,200 91 Total equity and liabilities 1,531,204,773 1,620,334,864 94 1,375,421,181 1,453,980,424 95

Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 34/61

F-5

Statement of changes in equity of the Petrol Group

Revenue reserves Equity Foreign attributable to Non- Called-up Reserves for Other revenue Revaluation exchange Retained owners of the controlling (in EUR) capital Capital surplus Legal reserves own shares Own shares reserves Hedging reserve reserve differences earnings Petrol Group interest Total

As at 1 January 2013 52,240,977 80,991,385 62,001,962 2,604,670 (2,604,670) 131,103,142 (5,854,616) (6,093) (6,954,981) 122,017,539 435,539,315 (1,877,984) 433,661,331 Elimination of legal reserves (6,106) 6,106 0 0 Other changes (22,219) (22,219) (22,219) Transactions with owners 0 0 (6,106) 0 0 (22,219) 0 0 0 6,106 (22,219) 0 (22,219)

Net profit for the period 12,504,066 12,504,066 (115,822) 12,388,244 Other changes in compehensive income 1,337,135 14,716 19,404 1,371,255 17,393 1,388,648 Total changes in comprehensive income 0 0 0 0 0 0 1,337,135 14,716 19,404 12,504,066 13,875,321 (98,429) 13,776,892

As at 31 March 2013 52,240,977 80,991,385 61,995,856 2,604,670 (2,604,670) 131,080,923 (4,517,481) 8,623 (6,935,577) 134,527,711 449,392,417 (1,976,413) 447,416,004

As at 1 January 2014 52,240,977 80,991,385 61,987,886 2,604,670 (2,604,670) 155,748,074 (2,542,902) 89,128 (8,393,935) 129,458,567 469,579,180 (1,911,003) 467,668,177 Net profit for the period 13,113,889 13,113,889 (154,191) 12,959,698 Other changes in compehensive income (8,779) 112,676 (976,160) (872,263) (17,743) (890,006) Total changes in comprehensive income 0 0 0 0 0 0 (8,779) 112,676 (976,160) 13,113,889 12,241,626 (171,934) 12,069,692

As at 31 March 2014 52,240,977 80,991,385 61,987,886 2,604,670 (2,604,670) 155,748,074 (2,551,681) 201,804 (9,370,095) 142,572,456 481,820,806 (2,082,937) 479,737,869

F-6 Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 35/61

Statement of changes in equity of Petrol d.d., Ljubljana

Revenue reserves

Called-up Reserves for Other revenue Fair value Hedging Retained (in EUR) capital Capital surplus Legal reserves own shares Own shares reserves reserve reserve earnings Total

As at 1 January 2013 52,240,977 80,991,385 61,749,884 2,604,670 (2,604,670) 125,145,815 73,629,197 (4,710,774) 17,243,338 406,289,822 Net profit for the period 7,431,784 7,431,784 Other changes in compehensive income 1,330,508 1,330,508 Total changes in comprehensive income 0 0 0 0 0 0 0 1,330,508 7,431,784 8,762,292

As at 31 March 2013 52,240,977 80,991,385 61,749,884 2,604,670 (2,604,670) 125,145,815 73,629,197 (3,380,266) 24,675,122 415,052,114

As at 1 January 2014 52,240,977 80,991,385 61,749,884 2,604,670 (2,604,670) 149,809,212 104,820,040 (1,893,003) 15,097,730 462,816,224 Net profit for the period 9,113,249 9,113,249 Other changes in compehensive income 207,228 207,228 Total changes in comprehensive income 0 0 0 0 0 0 0 207,228 9,113,249 9,320,477

As at 31 March 2014 52,240,977 80,991,385 61,749,884 2,604,670 (2,604,670) 149,809,212 104,820,040 (1,685,775) 24,210,979 472,136,701 Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them. F-7

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 36/61

Cash flow statement of the Petrol Group and Petrol d.d., Ljubljana The Petrol Group Petrol d.d.

(in EUR) 31 March 2014 31 March 2013 31 March 2014 31 March 2013 Cash flows from operating activities

Net profit 12,959,698 12,388,244 9,113,249 7,431,784 Adjustment for: Taxes 2,344,248 2,107,558 1,600,958 1,304,113 Depreciation of property, plant and equipment 9,646,325 9,000,751 6,312,041 5,062,867 Amortisation of intangible assets 1,230,336 1,111,102 1,023,932 924,903 (Gain)/loss on disposal of property, plant and equipment (995,251) (158,112) (316,880) (4,405) Revenue from assets under management (16,350) (16,350) (16,350) (16,350) Net (decrease in)/creation of other provisions and long-term deferred revenue (227,472) (317,870) (300,668) (313,942) Net goods shortages 658,578 (917,900) 414,652 (742,429) Net (decrease in)/creation of allowance for receivables 869,314 1,474,881 752,123 421,923 Net finance (income)/expense 6,620,951 6,981,285 5,759,674 6,007,553 Share of profit of jointly controlled entities (1,144,132) (2,034,681) 0 0 Share of profit of associates (1,715,574) (923,655) 0 0 Cash flow from operating activities berfore the changes in working capital 30,230,671 28,695,253 24,342,731 20,076,017

Net (decrease in)/creation of other liabilities 592,329 2,797,621 (38,967) 2,575,990 Net decrease in/(creation of) other assets (1,294,702) (3,777,104) (1,914,092) (3,008,223) Change in inventories 27,585,416 16,282,282 24,224,341 14,483,372 Change in operating and other receivables 17,580,216 (45,512,963) 15,364,558 (32,408,392) Change in operating and other liabilities (156,134,763) (34,212,756) (141,406,325) (41,472,803) Cash generated from operating activities (81,440,833) (35,727,667) (79,427,754) (39,754,039)

Interest paid (5,090,873) (6,819,007) (4,052,011) (5,936,992) Taxes received/(paid) (5,994,354) 6,077,686 (5,687,450) 6,947,820

Net cash from (used in) operating activities (92,526,060) (36,468,988) (89,167,215) (38,743,211)

Cash flows from investing activities Payments for investments in subsidiaries 0 0 0 (545,000) Receipts from investments in subsidiaries 0 11,209 0 27,000 Payments for investments in jointly controlled entities (151,735) (987,864) (151,735) (987,864) Receipts from intangible assets 1,533 15,972 0 0 Payments for intangible assets (1,228,947) (879,317) (1,153,568) (847,447) Receipts from property, plant and equipment 1,417,146 4,154,816 650,929 166,128 Payments for property, plant and equipment (17,802,927) (12,207,588) (9,934,483) (4,111,476) Receipts from loans granted 4,530,393 546,152 6,208,562 4,866,427 Payments for loans granted (8,270,302) (8,912,474) (9,693,504) (9,527,745) Interest received 1,182,394 1,631,293 906,754 2,357,568

Net cash from (used in) investing activities (20,322,445) (16,627,801) (13,167,045) (8,602,410)

Cash flows from financing activities Payments for bonds issued 10,595 (19,885) 10,595 (19,885) Proceeds from borrowings 358,634,684 277,389,609 422,986,834 278,258,779 Repayment of borrowings (294,305,487) (217,035,858) (360,675,360) (218,758,570) Dividends received from/(paid to) shareholders (15,814) 1,800 (15,814) 1,800

Net cash from (used in) financing activities 64,323,978 60,335,666 62,306,255 59,482,123

Increase/(decrease) in cash and cash equivalents (48,524,527) 7,238,876 (40,028,005) 12,136,501

Changes in cash and cash equivalents

At the beginning of the year 69,742,729 37,625,459 56,407,034 28,813,254 Translation differences (58,551) (32,567) 0 0 Increase/(decrease) (48,524,527) 7,238,876 (40,028,005) 12,136,501 At the end of the period 21,159,651 44,831,768 16,379,029 40,949,755

Accounting policies and notes are an integral part of these financial statements and should be read in conjunction with them.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 37/61

F-8

Notes to the financial statements

Reporting entity

Petrol d.d., Ljubljana (hereinafter the “Company”) is a company domiciled in Slovenia. The address of the Company’s registered office is Dunajska cesta 50, 1527 Ljubljana. Below we present consolidated financial statements of the Group for the period ended 31 March 2014 and separate financial statements of the company Petrol d.d., Ljubljana for the period ended 31 March 2014. The consolidated financial statements comprise the Company and its subsidiaries and the Group’s interests in associates and jointly controlled entities (together referred to as the “Group”). A more detailed overview of the Group's structure is presented chapter Organisational structure of the Petrol Group in Appendix 1 of this report.

Basis of preparation

a. Statement of compliance

The financial statements of Petrol d.d., Ljubljana and consolidated financial statements of the Petrol Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.

The Company’s management approved the Company's financial statements and the Group's consolidated financial statements on 8.5.2014.

These financial statements are prepared based on the same accounting policies used for the preparation of financial statements for the year ended 31 December 2013. For interim financial reporting IAS 34 - Interim Financial Reporting is applied.

b. Basis of measurement

The consolidated and separate financial statements have been prepared on the historical cost basis except for the following assets and liabilities that are carried at fair value: - derivative financial instruments, - financial assets at fair value through profit or loss, - available-for-sale financial assets, - investments in associates and jointly controlled entities (applies to the Company).

c. Functional and presentation currency

These financial statements are presented in euros (EUR) without cents, the euro also being the Company’s functional currency. Due to rounding, some immaterial differences may arise as concerns the sums presented in tables.

d. Use of estimates and judgements

Preparation of financial statements requires management to make estimates, judgements and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities on the date of financial statements, and the reported amounts of revenue and expenses in the reporting period. Estimates and assumptions are used in the following judgements: - estimating useful lives of depreciable assets, - asset impairment testing,

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 38/61

F-9

- estimating the fair value of investments in associates and jointly controlled entities (applies to the Company only), - estimating the fair value of available-for-sale financial assets, - estimating the fair value of financial assets at fair value through profit or loss, - estimating the fair value of derivative financial instruments, - estimating the net realisable value of inventories, - estimating the collectible amount of receivables, - estimating the necessary amount of provisions, etc.

Because estimates are subject to subjective judgments and a certain degree of uncertainty, actual results might differ from the estimates. How the estimates are produced and the related assumptions and uncertainties are disclosed in the notes to the above items.

Estimates are reviewed regularly. Changes in accounting estimates are recognised in the period in which the estimates are changed if a change affects that period only. If a change affects future periods, they are recognised in the period of the change and in any future periods.

Notes to individual items in the financial statements 1. Segment reporting Because the financial report consists of the financial statements and the accompanying notes of the Group as well as of the Company, only the Group’s operating segments have been disclosed. An operating segment is a component of the Group that engages in business activities from which it earns revenues and incurs expenses that relate to transactions with any of the Group’s other components. The operating results of operating segments are reviewed regularly by the executive officers of the Group to make decisions about resources to be allocated to a segment and assess the performance of the Group.

The Group’s executive officers monitor information on two levels: on the micro level, in which case individual units are monitored, and on the macro level, where information is monitored only in terms of certain key information that can be used to make comparisons with similar companies in Europe. Given the enormous amount of information and their sensitivity on the micro level, the Group only discloses macro-level information in its annual report.

The Group thus uses the following segments in the preparation and presentation of the financial statements: - oil and merchandise sales, - energy activities.

Oil and merchandise sales consist of: 1. sale of petroleum products, 2. sale of merchandise.

The sale of mechandise consists of selling automotive products, foodstuffs, accessories, tobacco and lottery products, coupons, cards, Petrol Club merchandise, raw materials and chemical products.

Energy activities consist of: 3. gas and heat, 4. generation, sale and distribution of electricity, 5. environmental and energy solution.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 39/61

F-10

The Group’s operating segments in the period 1-3 2013: Statement of Gas, profit or loss/ Oil and environmental Statement of merchendise and other financial (in EUR) sales energy activities Total position

Sales revenue 907,574,737 123,165,361 1,030,740,098 Revenue from subsidiaries (71,847,404) (11,859,788) (83,707,192) Sales revenue 835,727,333 111,305,572 947,032,907 947,032,907

Net profit for the period 6,125,164 6,263,080 12,388,244 12,388,244 Interest income * 1,110,663 504,721 1,615,384 1,615,384 Interest expense * (5,029,867) (2,285,731) (7,315,598) (7,315,598)

Depreciation of property, plant and equipment, depreciation of investment property, amortisation of intangible assets (7,933,023) (2,178,830) (10,111,853) (10,111,853) Share of profit of equity accounted investees (172,864) 3,131,200 2,958,336 2,958,336 Total assets 1,251,815,686 353,630,254 1,605,445,941 1,605,445,941 Equity accounted investments 3,052,590 141,648,998 144,701,588 144,701,588 Property, plant and equipment, intangible assets and investment property 644,091,076 152,433,639 796,524,715 796,524,715

Other assets 604,672,020 59,547,617 664,219,638 664,219,638

The Group’s operating segments in the period 1-3 2014: Statement of Gas, profit or loss/ Oil and environmental Statement of merchendise and other financial (in EUR) sales energy activities Total position

Sales revenue 871,771,875 148,216,842 1,019,988,717 Revenue from subsidiaries (78,041,736) (22,566,962) (100,608,698) Sales revenue 793,730,139 125,649,880 919,380,019 919,380,019

Net profit for the period 9,289,769 3,669,929 12,959,698 12,959,698 Interest income * 826,954 410,067 1,237,021 1,237,021 Interest expense * (4,646,572) (2,304,128) (6,950,700) (6,950,700)

Depreciation of property, plant and equipment, depreciation of investment property, amortisation of intangible assets (8,175,725) (2,700,936) (10,876,661) (10,876,661) Share of profit of equity accounted investees (151,793) 3,011,499 2,859,706 2,859,706 Total assets 1,157,820,610 373,384,163 1,531,204,773 1,531,204,773 Equity accounted investments 3,211,678 148,395,921 151,607,599 151,607,599 Property, plant and equipment, intangible assets and investment property 636,255,976 168,701,368 804,957,344 804,957,344 Other assets 518,352,956 56,286,874 574,639,830 574,639,830

* Interest income and expenses are estimated based on a segment's share of investments and assets in total investments and assets.

Entered into the Companies Register of the District Court of Ljubljana under entry no. 1/05773/00; Share capital: EUR 52,240,977.04, VAT ID: SI80267432 40/61

F-11

2. Other revenue